SecProbe.io

November 27, 2018
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069200, Israel
Re:InMode Ltd.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted November 8, 2018
CIK No. 0001742692
Dear Mr. Mizrahy:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 November 27, 2018 Page 2
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
November 27, 2018
Page 2
Draft Form F-1 submitted November 8, 2018
Risk Factors, page 12
1.Please expand your response to prior comment 1, providing us with your analysis of the
company’s reliance on rule 3a-2(b) under the Investment Company Act.   In the risk factor
disclosure on the company’s investment company status, please add a precise discussion
of rule 3a-2(b), including the date on which the company exceeded the 40% asset
threshold under Section 3(a)(1)(C) of the Investment Company Act.  Please clarify that
such a date marks the beginning of the one-year safe harbor for transient companies under
rule 3a-2.  Please disclose the extent to which the company’s reliance on the one-year safe
harbor would be affected by the starting date of the safe harbor.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
51
2.Please expand your response to prior comment 3 to (1) tell us how you determined to
group your products for purposes of your disclosure on page 52 given the categories that
you mention on page 3, (2) clarify why products tailored to the needs of international
customers cannot be included in your disclosure regarding revenue from the products you
mention on page 52, and (3) tell us the portion of your revenue derived from the Fractora
hand piece during the periods presented in your financial statements.  Also, given your
disclosure in the table on page 79, it is unclear whether the Contoura platform or products
you no longer sell have contributed the balance of your revenue where your disclosure on
page 52 does not total 100% of United States revenue; please clarify.
Components of Our Results of Operations, page 52
3.We note that your response to prior comment 5 discloses your 2016 revenue from
consumables and extended warranties combined.  Please tell us the portion of your
revenue from consumables in 2016.  In this regard, please reconcile the statement in your
October 11, 2018 letter to us that you expect a similar breakdown from consumables and
warranties and service contracts for the foreseeable future with your disclosure on page 5
of your prospectus that your strategy includes your expectation that the percentage of your
revenues attributable to consumables will increase as your customer base grows.
Business, page 68
4.Your disclosure on page 31 in response to prior comment 2 appears to address the
conditions and procedures for which two of your products have received regulatory
clearance for marketing in the United States.  In an appropriate section of your document,
please clarify the conditions and procedures for which you have received the required
regulatory clearance to market each of your material products in each material
jurisdiction.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 November 27, 2018 Page 3
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
November 27, 2018
Page 3
Joint Venture Equity Interest Conversion, page 114
5.We note your response to prior comment 8.  If your U.K. joint venture is based on a non-
binding document as indicated in exhibit 10.12, please revise your prospectus disclosure
regarding the joint venture to clarify.
            You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio, Accounting Branch
Chief, at 202-551-3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Heather Percival at 202-551-3498 or Russell
Mancuso, Branch Chief, at 202-551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian D. Hirshberg