SEC Company Response from InspireMD, Inc. (NSPR) (CIK 0001433607) (NSPR) — Apr 9, 2013
InspireMD, Inc. (NSPR) (CIK 0001433607)
Date: April 9, 2013 · CIK: 0001433607 · Accession: 0001144204-13-020792
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-184066
Letter
Re: InspireMD, Inc.
April 9, 2013
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Attention: Russell Mancuso, Jay Mumford and Daniel Morris
Registration Statement on Form S-1
File No. 333-184066
Ladies and Gentlemen:
At the request of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), we are providing an analysis as to why InspireMD, Inc. (the “Company”) believes that its prior actions, which may have resulted in a violation of Section 5 of the Securities Act of 1933, as amended (“Section 5”), do not constitute a material risk to the Company. Specifically, as previously discussed with the Staff, the Company’s decision to offer investors Series A Convertible Preferred Stock (the “Preferred Stock”) as part of the Company’s amended registration statement filed on March 22, 2013, followed certain communications between the Company, its agents and certain investors. Since these communications occurred prior to the filing of the Company’s amended registration statement on Form S-1 on March 22, 2013 that first registered the Preferred Stock, these communications may have constituted an offer to sell Preferred Stock in violation of Section 5. The Company has now decided not to sell any shares of Preferred Stock under the registration statement (or privately) and will amend the registration statement in order to remove all mention of the Preferred Stock so that such registration statement only registers the offering and sale of the Company’s common stock. Since the Company is no longer offering shares of Preferred Stock to any investors, the Company does not believe that any claims for violations of Section 5 would constitute a material risk to the Company. Rather, the risk associated with any claims for violations of Section 5 would only be relevant to the extent any shares of Preferred Stock were sold by the Company. Since no shares of Preferred Stock will be sold in this offering and the Company does not believe that any prior offering of Preferred Stock should be integrated with its common stock offering, the Company does not believe that anyone will be in a position to make a claim against the Company for damages due to a violation of Section 5. Therefore, the Company does not believe that there is any need to include any risk factor disclosure relating to claims that the Company violated Section 5 in the Company’s planned amended registration statement.
Please direct any questions or comments concerning this response to the undersigned at (212) 659-4974.
Very truly yours,
/s/ Rick A. Werner
Show Raw Text
CORRESP
1
filename1.htm
April 9, 2013
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Attention: Russell Mancuso, Jay Mumford and Daniel Morris
Re: InspireMD, Inc.
Registration Statement on Form S-1
File No. 333-184066
Ladies and Gentlemen:
At the request of the
staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”),
we are providing an analysis as to why InspireMD, Inc. (the “Company”) believes that its prior actions, which
may have resulted in a violation of Section 5 of the Securities Act of 1933, as amended (“Section 5”), do not
constitute a material risk to the Company. Specifically, as previously discussed with the Staff, the Company’s decision to
offer investors Series A Convertible Preferred Stock (the “Preferred Stock”) as part of the Company’s
amended registration statement filed on March 22, 2013, followed certain communications between the Company, its agents and certain
investors. Since these communications occurred prior to the filing of the Company’s amended registration statement on Form
S-1 on March 22, 2013 that first registered the Preferred Stock, these communications may have constituted an offer to sell Preferred
Stock in violation of Section 5. The Company has now decided not to sell any shares of Preferred Stock under the registration statement
(or privately) and will amend the registration statement in order to remove all mention of the Preferred Stock so that such registration
statement only registers the offering and sale of the Company’s common stock. Since the Company is no longer offering shares
of Preferred Stock to any investors, the Company does not believe that any claims for violations of Section 5 would constitute
a material risk to the Company. Rather, the risk associated with any claims for violations of Section 5 would only be relevant
to the extent any shares of Preferred Stock were sold by the Company. Since no shares of Preferred Stock will be sold in this offering
and the Company does not believe that any prior offering of Preferred Stock should be integrated with its common stock offering,
the Company does not believe that anyone will be in a position to make a claim against the Company for damages due to a violation
of Section 5. Therefore, the Company does not believe that there is any need to include any risk factor disclosure relating to
claims that the Company violated Section 5 in the Company’s planned amended registration statement.
Please direct any questions
or comments concerning this response to the undersigned at (212) 659-4974.
Very truly yours,
/s/ Rick A. Werner
Rick A. Werner, Esq.
cc: Alan Milinazzo, InspireMD, Inc.