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SEC Company Response from InspireMD, Inc. (NSPR) (CIK 0001433607) (NSPR) — Feb 22, 2018

InspireMD, Inc. (NSPR) (CIK 0001433607)
Date: Feb. 22, 2018 · CIK: 0001433607 · Accession: 0001493152-18-002500

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File numbers found in text: 333-223130

Date
February 21, 2018
Author
Chief
Form
CORRESP
Company
InspireMD, Inc. (NSPR) (CIK 0001433607)

Letter

InspireMD, Inc.

Menorat Hamaor. St.

Tel Aviv, Israel 6744832

(888) 776-6804

February 22, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

F Street, NE

Washington, D.C. 20549

Attention: Tim Buchmiller

Re: InspireMD, Inc.

Registration Statement on Form S-3, filed on February 21, 2018

File No. 333-223130 (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 February 23, 2018, 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

(888)
776-6804

February
22, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:
    InspireMD,
    Inc.

    Registration
    Statement on Form S-3, filed on February 21, 2018

    File
    No. 333-223130 (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 February 23, 2018, 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/
    James Barry, Ph.D.

    James
    Barry, Ph.D.

    Chief
    Executive Officer