SecProbe.io

CORRESP
1
filename1.htm

September
13, 2019

VIA
EDGAR

Division
of Corporation Finance

Office
of Electronics and Machinery

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Mr. Geoff Kruczek

Ms.
Amanda Ravitz

    Re:
    InspireMD,
        Inc.

        Registration
        Statement on Form S-1

        Filed
        August 23, 2019

        File
        No. 333-233432

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 September 11, 2019 (the “Comment Letter”), to James Barry, Ph.D.,
President and 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 the 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.

Form
S-1 filed August 23, 2019

Fee
Table, page 1

    1.

    It
    appears that it is possible that investors may choose to purchase units or pre-funded units. Please revise your table to reflect
    the maximum amount of each class of security that you are offering and might sell in this transaction, including the total
    number of common shares underlying the warrants included in the units and the total number of common shares underlying the
    warrants in the pre-funded units.

    Response:

    The
    Company has revised the fee table to reflect the maximum aggregate offering price of each class of security that may be offered.
    The Company respectfully advises the Staff that because the Company is relying on Rule 457(o) under the Securities Act of
    1933, as amended, to calculate the registration fee payable, the Company has reflected the maximum aggregate offering price
    for each class of security rather than a number of shares being offered.

U.S.
Securities and Exchange Commission

September
13, 2019

Page
2

    2.
    Please
    clarify the reference to $5,750,000 in note 2, given the maximum aggregate offering price currently listed in the fee table.

 Response:

The
Company has revised the fee table to provide a break-down of the registration fee calculation as it applies to the securities
offered and revised the notes to the fee table to clarify the calculation of the proposed maximum aggregate offering price set
forth in the fee table.

Prospectus
cover page, page 1

    3.
    Please
    revise your prospectus cover page to describe clearly the total number of securities you are offering and the total number
    of securities you intend to sell.

Response:

The
Company has revised the prospectus cover page in accordance with the Staff’s comment.

    4.
    Your
    disclosure on page 50 indicates that the underwriter is obligated to purchase and pay for all of the units and pre-funded
    units offered by this prospectus. Given this, please clarify your disclosure, such as here, stating that you are offering
    “up to” an unspecified number of units and pre-funded units. Explain in more detail how the structure of this
    offering can be characterized as a “firm commitment” given the apparent uncertainty at the time of effectiveness
    about the number of each type of security that the underwriter will purchase from you. Explain to us the expected mechanics
    of the sale and related prospectus cover page and other impacted disclosure.

Response:

In
a firm commitment public offering, once the registrant is prepared to circulate a preliminary prospectus, the underwriters generally
communicate with investors to gauge their interest in the potential offering. The underwriters rarely know exactly what the investors
will buy until they solicit investor interest and ultimately price the offering. The transaction then becomes a firm commitment
at the time the underwriting agreement is signed, which may not precede effectiveness, at which time the underwriters are best
able to anticipate investor demand for the offering following their discussions with investors. This offering has followed, and
will continue to follow, the same procedure, and will result in the same firm commitment in the underwriting agreement. Specifically,
in the underwriting agreement, the underwriters will commit to purchase (i) a fixed number of units (the “Units”),
with each Unit consisting of a share of common stock and a Series E Warrant to purchase common stock (each, a “Series
E Warrant”), and (ii) a fixed number of pre-funded units (the “Pre-funded Units”), with each Pre-Funded
Unit consisting of a pre-funded warrant to purchase one share of common stock (the “Pre-funded Warrants”) and
a Series E Warrant, and the underwriter will then be obligated to purchase that number of Units and Pre-Funded Units. There will
be no unsold securities under the underwriting agreement other than the underwriter’s option to purchase additional securities.
Also, like a typical public offering, the Company intends to file a final prospectus that will contain an accurate breakdown of
the number of Units and Pre-funded Units to be sold.

As
background, the Company intends to raise a certain amount of proceeds through this offering under Rule 457(o) of the Securities
Act of 1933, as amended. The Company desires to raise these proceeds through the sale of its common stock and Series E Warrants.
Due to the potential concern about the regulatory impact of beneficially owning more than 5 percent or more than 10 percent of
the Company’s outstanding common stock, many institutional investors considering a large position in offerings of companies
with a similar market capitalization to that of the Company prefer to have the option to invest in pre-funded warrants to purchase
common stock instead of directly in common stock. Pre-funded warrants are immediately convertible into common stock at a nominal
exercise price, except to the extent that the holder thereof would acquire beneficial ownership of more than a specified percentage
of the common stock, and are offered to the public at the same price as a share of common stock less the exercise price of the
pre-funded warrant. Accordingly, at the suggestion of the underwriter and based on the underwriter’s past experience, the
Company decided to provide investors with the alternative of purchasing Pre-funded Units, which include a Pre-funded Warrant,
in lieu of Units, which include a direct investment in common stock. The Pre-funded Units will be offered to all potential investors,
although the Company believes it is unlikely that any investor who would not beneficially own more than 5% of the outstanding
common stock after the offering would elect to purchase Pre-funded Units.

U.S.
Securities and Exchange Commission

September
13, 2019

Page
3

The
final breakdown between Units and Pre-funded Units will be determined upon the establishment of the final offering price and immediately
prior to the execution of the underwriting agreement and will be included in the final prospectus to be filed by the Company following
the pricing of the offering. The Company has revised the disclosure on the prospectus cover page and page 48 in order to clarify
these mechanics.

*
* * * *

Should
any member of the staff have any questions or comments concerning the foregoing, please contact either Rick A. Werner at (212)
659-4974 or Matthew L. Fry at (214) 651-5443.

    Very
    truly yours,

    /s/
    Rick A. Werner

    Rick
    A. Werner, Esq.

    cc:

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

    Matthew
    L. Fry, Esq.

    Jayun
    Koo, Esq.