SecProbe.io

CORRESP
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filename1.htm

February
17, 2017

VIA
EDGAR AND OVERNIGHT DELIVERY

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
      Ms. Heather
Percival

      Mr.
Geoff Kruczek

      Ms.
Amanda Ravitz

    Re:
    InspireMD,
    Inc.

    Registration Statement on Form S-1

    File
No. 333-215682

Ladies
and Gentlemen:

On
behalf of InspireMD, Inc. (the “Company” or “InspireMD”), we are writing to respond to the
comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated February 10, 2017 (“Comment Letter”), to Jim Barry, Ph.D., Chief
Executive Officer of the Company, relating to the above referenced Registration Statement on Form S-1 (the “Registration
Statement”). In connection with this response to Comment Letter, the Company is contemporaneously filing via EDGAR an
amendment to the Registration Statement (“Amendment No.1”), responding to the Staff’s comments in Comment
Letter and updating the Registration Statement. Capitalized terms used but not otherwise defined in this letter shall have the
meanings given to such terms in Amendment No.1. References herein to page numbers are to page numbers in Amendment No.1.

The
following are the Company’s responses to Comment Letter. The Company’s responses are numbered to correspond to the
Staff’s comments as numbered in Comment Letter. For your convenience, each of the Staff’s comments contained in Comment
Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under
such comment.

Also
enclosed, for the convenience of the Staff, is a copy of Amendment No.1which is marked to show changes from the relevant portions
of the Registration Statement.

Use
of Proceeds, page 30

 1. Please
                                         revise your disclosure to provide more specificity to your intended use of proceeds from
                                         this offering. For example, clarify what product development activities will be conducted,
                                         what these activities will accomplish and what steps will remain to commercialization
                                         of the product. Also clarify the nature of the “sales activities” you intend
                                         to conduct. In addition, we note that the disclosure regarding the purposes to which
                                         you intend to apply the proceeds is almost identical to the purposes disclosed in the
                                         Form S-1 declared effective on June 30, 2016. Please revise to clarify what you accomplished
                                         with the proceeds of the prior offering, particularly in light of your disclosure that
                                         revenues and selling and marketing expenses decreased during the three- months ended
                                         September 30, 2016, and why you require additional proceeds now to be used for the same
                                         purposes.

U.S.
Securities and Exchange Commission

February
17, 2017

Page
2

Response:

The
Company has made the requested revisions on page 30  to Amendment No.1 to provide more specificity to our intended use of
proceeds from this offering and to clarity what we have accomplished with the proceeds of the prior offering.

Incorporation
of Certain Information by Reference, page 111

 2. It
                                         appears that you are not eligible to incorporate by reference into your Form S-1, given
                                         that you have not yet filed your annual report for your most recently completed fiscal
                                         year—the fiscal-year-ended December 31, 2016. Please revise your registration statement
                                         accordingly or advise. See General Instruction VII.C to Form S-1. If, after you file
                                         that annual report on Form 10-K, you continue to elect to incorporate by reference, please
                                         ensure you provide the information required by Item 12 to Form S-1, including specifically
                                         incorporating by reference all required reports, not just “[t]he unaudited financial
                                         statements and relates notes” in your quarterly reports.

Response:

The
Company has made the requested revisions on page 111 to Amendment No.1, clarifying that the Company does not elect to incorporate
by reference the information the Company has filed with the Commission into the prospectus and that all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
the Registration Statement is declared effective by the Commission and prior to the termination of this offering will be incorporated
by reference into the prospectus. The Company has included the financial statements as of December 31, 2016 and 2015 and for each
of the two years in the period ended December 31, 2016 in the Registration Statement.

*
* * * *

Please
direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

    Very
    truly yours,

    Rick
A. Werner, Esq.

    cc:
    Jim Barry, Ph.D., InspireMD, Inc.