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SEC Company Response from InspireMD, Inc. (NSPR) (CIK 0001433607) (NSPR) — Mar 6, 2017

InspireMD, Inc. (NSPR) (CIK 0001433607)
Date: March 6, 2017 · CIK: 0001433607 · Accession: 0001493152-17-002158

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File numbers found in text: 333-215682

Date
January 24, 2017
Author
Chief Financial
Form
CORRESP
Company
InspireMD, Inc. (NSPR) (CIK 0001433607)

Letter

InspireMD, Inc.

Menorat Hamaor St.

Tel Aviv, Israel 6744832

March 6, 2017

VIA EDGAR

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, originally filed on January 24, 2017

File No. 333-215682, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern Time, on March 8, 2017, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

● should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

● the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

Very
truly yours,
InspireMD,
Inc.

Show Raw Text
CORRESP
1
filename1.htm

InspireMD,
Inc.

4
Menorat Hamaor St.

Tel
Aviv, Israel 6744832

March
6, 2017

VIA
EDGAR

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, originally filed on January 24, 2017

    File No. 333-215682,
    as amended (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, InspireMD, Inc. (the “Company”)
hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective
at 4:00 p.m., Eastern Time, on March 8, 2017, or as soon thereafter as practicable.

In
connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company
acknowledges the following:

    ●
    should the U.S.
    Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
    authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the
    Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company
    from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may
    not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    InspireMD,
    Inc.

    By:
    /s/
    Craig Shore

    Craig Shore

    Chief Financial
    Officer