SecProbe.io

CORRESP
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 filename1.htm

 Mayer Brown LLP
 1221 Avenue of the Americas
 New York, NY 10020-1001

 United States of America

 T: +1 212 506 2500
 F: +1 212 262 1910

 mayerbrown.com

 Anna T. Pinedo
 T: +1 212 506 2275
 F: +1 212 849 5767
 APinedo@mayerbrown.com

 March 13, 2025

 Via EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Mergers and Acquisitions
 100 F Street NE
 Washington, DC  20549

 Attention: Blake Grady

 Re:     InMode Ltd.
 Schedule 13D filed January 16, 2025 by Moshe Mizrahy
 File No. 005-91402

 Dear Mr. Grady:

 On behalf of our client, InMode Ltd. (the “ Company ”), we set forth below the Company’s responses to the oral comments of the Staff of the Division of Corporation Finance (the “ Staff ”) received on March 11, 2025 responding to the undersigned’s letter to the
 Staff, dated March 11, 2025, regarding the Schedule 13D filed on January 16, 2025 by Moshe Mizrahy (the “ Schedule 13D ”).  For ease of reference, the Staff’s comments have been repeated below in bold type, followed by the Company’s responses.

 If known by Mr. Mizrahy, provide the exact date on which the reporting person crossed the 5%
 ownership threshold.

 Mr. Mizrahy was not aware of the exact date in December 2024 on which he crossed the 5% ownership threshold as a
 result of the Company’s repurchase of shares.  Mr. Mizrahy first became aware that he crossed the 5% ownership threshold following the Company’s receipt of the monthly ownership report from the Company’s transfer agent in January 2025, at which
 time he was able to retrospectively calculate ownership information as of the prior month end (December 31, 2024).  Mr. Mizrahy had not crossed the 5% ownership threshold as of November 30, 2024.

 File an amendment to Schedule 13D removing or revising the language in Item 3 of Schedule 13D
 relating to any purchases made during the 60-day period preceding the filing date.

 Mayer Brown is a global services provider comprising an association of legal practices that are separate
 entities including

 Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong
 Kong LLP (a Hong Kong limited liability
 partnership which operates in temporary association with Hong Kong partnership Johnson Stokes &
 Master)

 and Tauil & Chequer Advogados (a Brazilian law partnership).

 Securities and Exchange Commission
 Blake Grady

 March 13, 2025

 Page 2

 Mr. Mizrahy filed an amendment to the Schedule 13D filing removing the referenced language in Item 3.

 ************************

 If you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, Anna T. Pinedo,
 at (212) 506-2275.

 Sincerely,

 /s/ Anna T. Pinedo

 Anna T. Pinedo

 cc:      Moshe Mizrahy, Chief
 Executive Officer, InMode Ltd.
 Brian Hirshberg, Esq., Mayer Brown LLP

CORRESP
 1
 filename1.htm

 March 11, 2025

 Via EDGAR

 Mayer Brown LLP
 1221 Avenue of the Americas
 New York, NY 10020-1001
 United States of America

 T: +1 212 506 2500
 F: +1 212 262 1910

 mayerbrown.com

 Anna T. Pinedo
 T: +1 212 506 2275
 F: +1 212 849 5767
 APinedo@mayerbrown.com

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Mergers and Acquisitions
 100 F Street NE
 Washington, DC  20549

 Attention: Blake Grady and Nicholas Panos

 Re:     InMode Ltd.
 Schedule 13D filed January 16, 2025 by Moshe Mizrahy
 File No. 005-91402

 Dear Mr. Grady and Mr. Panos:

 On behalf of our client, InMode Ltd. (the “ Company ”), we set forth below the Company’s response to the comments of the Staff of the Division of Corporation Finance (the “ Staff ”) set
 forth in your letter, dated March 6, 2025 (the “ Comment Letter ”), regarding the Schedule 13D filed on January 16, 2025 by Moshe Mizrahy (the “ Schedule 13D ”).

 For ease of reference, the Staff’s comment has been repeated below in bold type, followed by the Company’s response.

 Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

 Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited liability
 partnership which operates in temporary association with Hong Kong partnership Johnson Stokes & Master)

 and Tauil & Chequer Advogados (a Brazilian law partnership).

 Securities and Exchange Commission
 Blake Grady and Nicholas Panos

 March 11, 2025

 Page 2

 Schedule 13D Filed January 16, 2025

 1.

 We note that the event reported as requiring the filing of the Schedule 13D was December 31, 2024.  Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the
 date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired.  Based on the December 31, 2024 event date, the Schedule 13D submitted on January 16, 2025 was not timely
 filed.  Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition.

 The Schedule 13D filing requirement was not triggered by an acquisition of shares by Moshe Mizrahy.  At the time of Mr. Mizrahy’s last purchase of shares, his ownership percentage of the Company’s
 outstanding shares remained below 5%.  Instead, the filling requirement was triggered by a reduction of the Company’s outstanding shares as a consequence of its publicly announced share repurchase program.  The Company repurchased approximately 7.7
 million shares in the period from September 11, 2024 through December 31, 2024.  Mr. Mizrahy’s ownership percentage did not cross the 5% threshold until December 2024.  Mr. Mizrahy was not made aware of his precise ownership percentage until the
 Company’s transfer agent provided its monthly ownership report to the Company’s management in January 2025.  Mr. Mizrahy thereafter promptly filed the required Schedule 13D.

 2.

 The cover page of the above-captioned Schedule 13D indicates that December 31, 2024 was the date of the event that required this filing to have been made.  Please advise us how this date was determined.

 The date of the beneficial ownership report provided by the Company’s transfer agent was December 31, 2024.  This was the first monthly report received by the Company that reflected a more than 5%
 ownership interest for Mr. Mizrahy.

 3.

 We note the disclosure in Item 3 that “[t]he Reporting Person acquired 1,524,196 Shares [ ] in multiple open market transactions [ ] as further disclosed in Item 5(c) of this Schedule 13D, which is incorporated
 by reference . . ..”  Under Item 5(c), however, the disclosure states “[n]one.”  Please revise or advise.  If the Schedule 13D is amended to include the required information, please be advised that Item 5(c) requires a description of “any
 transactions in the class of securities reported on that were effected during the past sixty days.”  The associated Instruction requires that description to include, at a minimum, the following: “(1) The identity of the person covered by
 Item 5(c) who effected the transaction; (2) the date of transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected.”

 The referenced acquisition of shares by Mr. Mizrahy did not occur within the 60-day period preceding the date of the Schedule 13D filing.

 ************************

 If you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, Anna T. Pinedo, at (212) 506-2275.

 Sincerely,

 /s/ Anna T. Pinedo

 Anna T. Pinedo

 cc:      Moshe Mizrahy, Chief Executive Officer, InMode Ltd.
 Brian Hirshberg, Esq., Mayer Brown LLP

March 6, 2025
Anna Pinedo
Partner
InMode Ltd.
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY, 10020
Re:InMode Ltd.
Schedule 13D filed January 16, 2025 by Moshe Mizrahy
File No. 005-91402
Dear Anna Pinedo:
            We have conducted a limited review of the above-captioned filing and have the
following comments .
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13D filed January 16, 2025
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
December 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the December 31, 2024 event date, the Schedule 13D submitted on
January 16, 2025 was not timely filed. Please advise us why the Schedule 13D was
not filed within the required five business days after the date of the acquisition.
2.The cover page of the above-captioned Schedule 13D indicates that December 31,
2024 was the date of the event that required this filing to have been made. Please
advise us how this date was determined.
We note the disclosure in Item 3 that "[t]he Reporting Person acquired 1,524,196
Shares [  ] in multiple open market transactions [  ] as further disclosed in Item 5(c) of
this Schedule 13D, which is incorporated by reference . . .." Under Item 5(c), 3.

March 6, 2025
Page 2
however, the disclosure states "[n]one." Please revise or advise. If the Schedule 13D is
amended to include the required information, please be advised that Item 5(c) requires
a description of "any transactions in the class of securities reported on that were
effected during the past sixty days.” The associated Instruction requires that
description to include, at a minimum, the following: "(1) The identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of transaction; (3) the
amount of securities involved; (4) the price per share or unit; and (5) where and how
the transaction was effected."
            We remind you that the filing person is responsible for the accuracy and adequacy of
his disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please direct any questions to Blake Grady at 202-551-8573 or, in his absence,
Nicholas Panos at 202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

October 16, 2024
Yair Malca
Chief Financial Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam, 2069206, Israel
Re:InMode Ltd.
Form 20-F for Fiscal Year Ended December 31, 2023
File No. 001-39016
Dear Yair Malca:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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              Mayer Brown LLP

              1221 Avenue of the Americas

                New York, NY 10020-1001

                United States of America

              T: +1 212 506 2500

              F: +1 212 262 1910

              mayerbrown.com

              Anna T. Pinedo

              T: +1 212 506 2275

              F: +1 212 849 5767

              APinedo@mayerbrown.com

              October 11, 2024

              Via EDGAR

              Securities and Exchange Commission

                Division of Corporation Finance

                Office of Industrial Applications and Services

                100 F Street NE

                Washington, DC  20549

            Attention:
            Tracey Houser

            Al Pavot

            Re:
            InMode Ltd.

            Form 6-K Filed August 1, 2024

            File No. 001-39016

              Dear Ms. Houser and Mr. Pavot:

      On behalf of our client, InMode Ltd. (the “Company”), we set forth below the Company’s response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) set
        forth in your letter dated September 30, 2024 (the “Comment Letter”), regarding the Company’s Current Report on Form 6-K filed with the SEC on August 1, 2024 (the “Form 6-K”).

      For ease of reference, the Staff’s comment has been repeated below in bold type, followed by the Company’s response thereto.

      Form 6-K Filed August 1, 2024

      Exhibit 99.1

                1.

                We note your response to comment 2. The pro forma non-GAAP measures you present do not represent non-GAAP measures of future financial performance contemplated by Item 10(e) of Regulation
                  S-K or Regulation G. Rather, these non-GAAP measures include revenue and expenses in periods before the applicable recognition and measurement principles are met, and this results in measures that are inconsistent with Rule 100 of
                  Regulation G. We do not believe the presentation of these measures is appropriate. Please revise future filings accordingly.

      The Company confirms that for future filings and press releases in which any non-GAAP financial measures are presented, measures of revenue and expenses will not be indicated in periods before the
        applicable recognition and measurement principals have been met.

      ************************

      If you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, Anna T. Pinedo at (212) 506-2275.

      Sincerely,

              /s/ Anna T. Pinedo

              Anna T. Pinedo

            cc:

            Yair Malca, Chief Financial Officer, InMode Ltd.

            Brian Hirshberg, Esq., Mayer Brown LLP

        Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

          Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership)

          and Tauil & Chequer Advogados (a Brazilian law partnership).

September 30, 2024
Yair Malca
Chief Financial Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam, 2069206, Israel
Re:InMode Ltd.
Form 20-F for Fiscal Year Ended December 31, 2023
Form 6-K Filed August 1, 2024
Response Letter Dated September 23, 2024
File No. 001-39016
Dear Yair Malca:
            We have reviewed your September 23, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our September 10, 2024
letter.
Form 6-K Filed August 1, 2024
Exhibit 99.1
1.We note your response to comment 2.  The pro forma non-GAAP measures you present
do not represent non-GAAP measures of future financial performance contemplated by
Item 10(e) of Regulation S-K or Regulation G.  Rather, these non-GAAP measures
include revenue and expenses in periods before the applicable recognition and
measurement principles are met, and this results in measures that are inconsistent with
Rule 100 of Regulation G.  We do not believe the presentation of these measures is
appropriate.  Please revise future filings accordingly.

September 30, 2024
Page 2
            Please contact Tracey Houser at 202-551-3736 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

            Mayer Brown LLP

            1221 Avenue of the Americas

              New York, NY 10020-1001

              United States of America

            T: +1 212 506 2500

            F: +1 212 262 1910

            mayerbrown.com

            Anna T. Pinedo

            T: +1 212 506 2275

            F: +1 212 849 5767

            APinedo@mayerbrown.com

            September 23, 2024

            Via EDGAR

            Securities and Exchange Commission

              Division of Corporation Finance

              Office of Industrial Applications and Services

              100 F Street NE

              Washington, DC  20549

            Attention: Tracey Houser

                 Al Pavot

            Re:      InMode Ltd.

              Form 20-F for Fiscal Year Ended December 31, 2023

              Filed February 13, 2024

              Form 6-K Filed August 1, 2024

              File No. 001-39016

            Dear Ms. Houser and Mr. Pavot:

    On behalf of our client, InMode Ltd. (the “Company”), we set forth below the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) set
      forth in your letter dated September 10, 2024 (the “Comment Letter”), regarding the Company’s Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2023 (the “Form 20-F”) filed with the Securities and Exchange Commission
      (the “SEC”) on February 13, 2024 and the Company’s Current Report on Form 6-K filed with the SEC on August 1, 2024 (the “Form 6-K”).

    For ease of reference, the Staff’s comments have been repeated below in bold type, followed by the Company’s responses thereto.

    Form 20-F for Fiscal Year Ended December 31, 2023

    Item 5. Operating and Financial Review and Prospects

    Operating Results

    Revenues, page 71

    1.             Given the material increase in 2023 revenue, please disclose the extent to which the increase was attributable to changes in sales volume or to changes in
        sales prices. See Item 5.A. of the form instructions.

      Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

        Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership)

        and Tauil & Chequer Advogados (a Brazilian law partnership).

              Securities and Exchange Commission

              Tracey Houser and Al Pavot

              September 23, 2024

              Page 2

      The Company respectfully acknowledges the Staff’s comment and provides an example of the requested detailed disclosure below. The Company will provide similar detailed disclosures in its future filings with the SEC.

      Revenues

      For the years ended December 31, 2023 and 2022 we derived approximately $406.6 million, or 83% and $369.0 million, or 81%, respectively, of our total revenues from the sale of
        minimally invasive platforms, and we derived approximately $43.1 million, or 8% and $45.2 million, or 10%, respectively, of our total revenues from the sale of hands-free platforms and approximately $42.4 million, or 9% and $40.s1 million, or 9%,
        respectively, of our total revenues from the sale of non-invasive platforms. This resulted in the year ended December 31, 2023 in growth of approximately $37.6 million, or 10% and $2.3 million, or 6% in revenues from the sale of minimally invasive
        platforms and non-invasive platforms respectively, and a decrease of approximately $2.1 million, or 5% in hands-free platforms. The increase in the total revenue for the year ended December 31, 2023 as compared to the prior year was primarily
        generated by an increase in the volume of medical aesthetic products sold by the Company during the period as a result of increased patient and physician awareness and additional sales representatives. In the future, we expect that revenues from
        the sale of minimally invasive platforms and hands-free platforms will continue to be a major contributor to our revenues. The Company did not accrue a material increase in its revenues for the year ended December 31, 2023 due to changes in sales
        prices of its products.

    Form 6-K Filed August 1, 2024

    Exhibit 99.1

    2.          We note your non-GAAP presentation of pro forma
        revenue, pro forma gross margins, pro forma net income, and pro forma earnings per diluted share for the purposes of reflecting the sale of pre-orders of new platforms that were not yet delivered and did not meet the requirements for recognition
        under ASC 606 for the first two quarters of fiscal year 2024. Please provide us with a comprehensive explanation about how you considered the guidance in Rule 100 of Regulation G.

    The Company respectfully advises the Staff that it believes that the disclosed pro forma non-GAAP financial measures (i) provide investors with greater transparency of its view of economic
      performance and, when reviewed alongside the non-GAAP and GAAP operating results, allows investors to more effectively evaluate and compare the Company’s performance to that of its peers and (ii) do not contain an untrue statement of a material fact
      or omit to state a material fact necessary in order to make the presentation of the pro forma non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.  The main difference between the pro forma non-GAAP
      results and the non-GAAP results is the revenue amounts as disclosed in the Company’s presentation. The remaining differences are derived from cost of goods sold and sales and marketing expenses, as well as, the respective tax impact. The Company
      will include a detailed reconciliation for each of these financial measures in its next public filing with the SEC.

    The Company also respectfully advises the Staff that during 2024 the Company received orders for new platforms that were not yet available and therefore were not delivered. The Company does not
      expect these circumstances to occur in future periods in such a magnitude. To date, the Company delivered most of the new platforms and it expects to deliver the remaining pre-orders by the end of the year. As such, the Company believed that showing
      the pro forma non-GAAP amounts for the quarters in 2024 would be helpful to a reader alongside the non-GAAP and GAAP results because it shows the expected impact that actual deliveries will have on the Company’s financial results. In the Company’s
      next two earnings releases, the Company expects to present lower results of pro forma non-GAAP compared to non-GAAP and GAAP as a result of the actual deliveries (i.e. reversing the pro forma non-GAAP impact). Following the completion of delivery of
      these new platforms the Company will not include further non-GAAP disclosure of pro forma revenue, pro forma gross margins, pro forma net income, and pro forma earnings per diluted share in its future public filings.

    ************************

    If you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, Anna T. Pinedo at (212) 506-2275.

    Sincerely,

            /s/Anna T. Pinedo

            Anna T. Pinedo

    cc:      Yair Malca, Chief Financial Officer, InMode Ltd.

    Brian Hirshberg, Esq., Mayer Brown LLP

September 10, 2024
Yair Malca
Chief Financial Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam, 2069206, Israel
Re:InMode Ltd.
Form 20-F for Fiscal Year Ended December 31, 2023
Filed February 13, 2024
Form 6-K Filed August 1, 2024
File No. 001-39016
Dear Yair Malca:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2023
Item 5. Operating and Financial Review and Prospects
Operating Results
Revenues, page 71
1.Given the material increase in 2023 revenue, please disclose the extent to which the
increase was attributable to changes in sales volume or to changes in sales prices. See
Item 5.A. of the form instructions.
Form 6-K Filed August 1, 2024
Exhibit 99.1
We note your non-GAAP presentation of pro forma revenue, pro forma gross margins,
pro forma net income, and pro forma earnings per diluted share for the purposes of 2.

September 10, 2024
Page 2
reflecting the sale of pre-orders of new platforms that were not yet delivered and did not
meet the requirements for recognition under ASC 606 for the first two quarters of fiscal
year 2024.  Please provide us with a comprehensive explanation about how you
considered the guidance in Rule 100 of Regulation G.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Tracey Houser at 202-551-3736 or Al Pavot at 202-551-3738 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
January 19, 2021
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam, 2069206, Israel
Re:InMode Ltd.
Form 20-F for Fiscal Year December 31, 2019
Filed February 18, 2020
File No. 001-39016
Dear Mr. Mizrahy:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

               Mayer Brown LLP

              1221 Avenue of the Americas

                New York, NY 10020-1001

                United States of America

              T: +1 212 506 2500

              F: +1 212 262 1910

              mayerbrown.com

              January 12, 2021

              VIA EDGAR AND OVERNIGHT DELIVERY

              U.S. Securities and Exchange Commission

              Division of Corporation Finance

              Office of Life Sciences

              100 F Street, N.E.

              Washington, D.C. 20549

              Attention: Ms. Tracie Mariner and Mr. Kevin Vaughn

              Re:          InMode Ltd.

              Form 20-F for Fiscal Year Ended December 31, 2019

              Filed February 18, 2020

              File No. 001-09016

      Dear Ms. Mariner and Mr. Vaughn,

      This letter is being furnished on behalf of InMode Ltd. (the “Company”) in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
        Exchange Commission (the “Commission”) by letter, dated December 16, 2020 (the “Comment Letter”), with respect to the Company’s Form 20-F for its fiscal year ended December 31, 2019 as filed with the Commission on February 18, 2020.  The numbering
        of the paragraphs below corresponds to the numbering in the Comment Letter, the text of which we have incorporated into this response letter for convenience.

            1.

              Please revise your future filings to more clearly disclose the reasons for the changes in your results of operations between periods and address the following:

            •

              Expand your disclosure of operating results to quantify the extent to which increases in sales volumes versus prices contributed to the increases in net sales and cost of sales.

            •

              Expand your disclosure to quantify the impact of other factors you identified as contributing to fluctuations in the line items impacting net income. For example, you attribute the increase
                in research and development expense to an increase in cost of raw materials and subcontractors and an increase in spending on clinical studies without quantifying the increase of each item.

            •

              Refer to Item 303(a)(3)(iii) of Regulation S-K and Rule Release 33-8350 for guidance.

      Liquidity and Capital Resources

      Cash Flows

      Net Cash Provided by Operating Activities, page 72.

      The Company will include additional detail with respect to changes in its results of operations between periods and expand its disclosures to quantify the contributing factors that impact the
        Company’s net sales, cost of sales and net income in its Form 20-F for its fiscal year ended December 31, 2020 and its future filings with the Commission.

        Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

        Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)

        and Tauil & Chequer Advogados (a Brazilian partnership).

        U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Life Sciences

        Page 2

              2.

                  In future filings, please expand your disclosure of cash provided by operating activities to quantify and discuss the
                    underlying reasons for the changes in working capital items reported in your Statements of Cash Flows. Refer to FRC Section 501.13.b and 13.b.1 for guidance.

      The Company will quantify and include additional detail with respect to the contributing factors that impact the working capital items reported in the Company’s statements of cash flows in its Form
        20-F for its fiscal year ended December 31, 2020 and its future filings with the Commission.

      If you have any questions regarding the foregoing, feel free to contact me at (212) 506-2275 or Brian Hirshberg at (212) 506-2176.  Thank you for your assistance.

      Sincerely,

      Anna T. Pinedo

      Mayer Brown LLP

                cc:

                Brian D. Hirshberg

      Mayer Brown LLP

      Moshe Mizrahy

      Yair Malca

      InMode Ltd.

United States securities and exchange commission logo
December 16, 2020
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam, 2069206, Israel
Re:InMode Ltd.
Form 20-F for Fiscal Year December 31, 2019
Filed February 18, 2020
File No. 001-39016
Dear Mr. Mizrahy:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year December 31, 2019
Operating and Financial Review and Prospects
Operating Results
Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018, page
68
1.Please revise your future filings to more clearly disclose the reasons for the changes in
your results of operations between periods and address the following:
•Expand your disclosure of operating results to quantify the extent to which
increases in sales volumes versus prices contributed to the increases in net sales and
cost of sales.
•Expand your disclosure to quantify the impact of other factors you identified as
contributing to fluctuations in the line items impacting net income.  For example, you
attribute the increase in research and development expense to an increase in cost of

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 December 16, 2020 Page 2
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
December 16, 2020
Page 2
raw materials and subcontractors and an increase in spending on clinical studies
without quantifying the increase of each item.
•Refer to Item 303(a)(3)(iii) of Regulation S-K and Rule Release 33-8350 for
guidance.
Liquidity and Capital Resources
Cash Flows
Net Cash Provided by Operating Activities, page 72
2.In future filings, please expand your disclosure of cash provided by operating activities to
quantify and discuss the underlying reasons for the changes in working capital items
reported in your Statements of Cash Flows.  Refer to FRC Section 501.13.b and 13.b.1 for
guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tracie Mariner, Staff Accountant, at (202) 551-3744, or Kevin Vaughn,
Branch Chief, at (202) 551-3494, if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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August 5, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Ms. Heather Percival

Mr. Russell Mancuso

    Re:
    InMode Ltd. (the “Company”)

Registration Statement on Form F-1 (File
No. 333-232615)

Acceleration Request

    Requested Date:
    Wednesday, August 7, 2019

    Requested Time:
    4:00 p.m. Eastern Daylight Time

Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s
proposed public offering, we hereby join the Company’s request that the effective date of the above-referenced Registration
Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Daylight
Time, on August 7, 2019, or as soon thereafter as is practicable, or at such later time as the Company may orally request.

Pursuant to Rule 460 of the General Rules and Regulations of
the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected
the following distribution of the Company’s Preliminary Prospectus, dated July 29, 2019, through the date hereof:

Preliminary Prospectus dated July 29, 2019:

715 copies to prospective underwriters, institutional
investors, dealers and others

The undersigned advises that it has complied and will continue
to comply, and that it has been informed by the participating underwriters and dealers that they have complied, and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left
Blank]

Very truly yours,

As Representatives of the several underwriters

    BARCLAYS CAPITAL INC.

    By:
    /s/ Victoria Hale

    Name: Victoria Hale

    Title: Vice President

    UBS SECURITIES LLC

    By:
    /s/ M. Robert
    DiGia

    Name: M. Robert
    DiGia

    Title: Global Head of Healthcare, Managing Director

    UBS SECURITIES LLC

    By:
    /s/ Jonathan Waksman

    Name: Jonathan Waksman

    Title: Associate Director

[Signature Page to Underwriter Acceleration Request]

CORRESP
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InMode Ltd.

Tavor Building,
Sha’ar Yokneam, P.O. Box 533

Yokneam 2069206,
Israel

August 5, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

Heather Percival

Russell Mancuso

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    InMode Ltd.

    Registration Statement on Form F-1 (File No. 333-232615)

    Registration Statement on Form 8-A

Ladies and Gentlemen:

Reference is made to the
Registration Statement on Form F-1 (File No. 333-232615) (the “F-1 Registration Statement”) filed by InMode Ltd.
(the “Company”) with the U.S. Securities and Exchange Commission  (the “SEC”) and the Registration
Statement on Form 8-A covering the ordinary shares of the Company to be filed by the Company with the SEC (the “8-A
Registration Statement,” and together with the F-1 Registration Statement, the “Registration
Statements”).

The Company hereby requests that the effective
date for the Registration Statements be accelerated to 4:00 p.m., Eastern Time, on August 7, 2019, or as soon as practicable thereafter,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended.

By separate letter the underwriters of the
issuance of securities being registered have joined in this request for acceleration.

* * * * * *

If you have any questions, please do not
hesitate to contact, at Mayer Brown LLP, Anna Pinedo at (212) 506-2275. We request that we be notified of the effectiveness of
the Registration Statement by a telephone call to Ms. Pinedo, and that such effectiveness also be confirmed in writing.

    Very truly yours,

    INMODE LTD.

    By:
    /s/ Yair Malca

    Yair Malca

    Chief Financial Officer

    CC:
    Moshe Mizrahy, InMode Ltd.

    Anna T. Pinedo, Esq., Mayer Brown LLP

CORRESP
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        Mayer Brown LLP

        1221 Avenue of the Americas

        New York, New York 10020-1001

        Main Tel +1 212 506 2500

        Main Fax +1 212 262 1910

        www.mayerbrown.com

August 2, 2019

VIA EDGAR AND
OVERNIGHT DELIVERY

Heather Percival

Russell Mancuso

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: InMode Ltd.
 Registration
Statement on Form F-1
 Filed July 11, 2019
 File No. 333-232615

Dear Ms. Percival and Mr. Mancuso:

This letter is being furnished
on behalf of InMode Ltd. (the “Company”) in response to comments received from the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter, dated August 1, 2019, to Moshe Mizrahy, Chief Executive Officer of the Company. The text of the Staff’s comments
has been included in this letter below in bold and italics for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. We have also set forth the Company’s response to each of the numbered
comments immediately below each numbered comment. In addition, on behalf of the Company, we are hereby filing Amendment No. 2
to the Registration Statement on Form F-1 (the “Registration Statement”) with the Commission.

General

 1. Please clarify whether your references to counsel in your prospectus are to the counsel
whose consent is included in exhibit 5.1. We note for example your disclosure on page 155.

The Company informs the Staff that the Israeli counsel
referenced in the Registration Statement is the same counsel that provided the opinion in Exhibit 5.1 (Primes, Shiloh, Givon, Meir
Law Firm) and the consent to be named. The Company has agreed to make this clarification in the final prospectus.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
 Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
 and Tauil & Chequer Advogados (a Brazilian partnership).

                                                                                                                                                                                                                                                                 U.S. Securities and Exchange Commission

August 2, 2019

Page 2

Exhibit Index, page II-5

 1. Please include the exhibit required by Regulation S-K Item 601(b)(24).

The Company has revised the Registration Statement
to include the required exhibit to the exhibit index.

Exhibits

 2. We note that the opinion filed as exhibit 5.1 appears to be conditioned on effectiveness
of your amended articles of association. The opinion that you file per Regulation S-K Item 601(b)(5) should not assume that the
registrant has taken corporate actions necessary to authorize the issuance of the securities. For guidance, see also the fourth
bullet point in section II.B.3.a of Staff Legal Bulletin No. 19 (October 14, 2011). Please file a revised opinion as appropriate.

The Company has refiled Exhibit 5.1 without the referenced
condition.

* * *

If you have any questions regarding the
foregoing, feel free to contact Anna Pinedo at (212) 506-2275 or Brian Hirshberg at (212) 506-2176. Thank you for your assistance.

Sincerely,

Anna T. Pinedo

Mayer Brown LLP

    cc:
    Brian D. Hirshberg

    Mayer Brown LLP

    Moshe Mizrahy

    Yair Malca

    InMode Ltd.

    Nathan Ajiashvili

    Latham & Watkins LLP

August 1, 2019
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069206, Israel
Re:InMode Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed July 29, 2019
File No. 333-232615
Dear Mr. Mizrahy:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 Amended July 29, 2019
General
1.Please clarify whether your references to counsel in your prospectus are to the counsel
whose consent is included in exhibit 5.1.  We note for example your disclosure on page
155.
Exhibit Index, page II-5
2.Please include the exhibit required by Regulation S-K Item 601(b)(24).

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 August 1, 2019 Page 2
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
August 1, 2019
Page 2
Exhibits
3.We  note that the opinion filed as exhibit 5.1 appears to be conditioned on effectiveness of
your amended articles of association.  The opinion that you file per Regulation S-K Item
601(b)(5) should not assume that the registrant has taken corporate actions necessary to
authorize the issuance of the securities.  For guidance, see also the fourth bullet point in
section II.B.3.a of Staff Legal Bulletin No. 19 (October 14, 2011).  Please file a revised
opinion as appropriate.
            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, Legal
Branch Chief, at 202-551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian D. Hirshberg

CORRESP
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Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020-1001

Main Tel +1 212 506 2500

Main Fax +1 212 262 1910

www.mayerbrown.com

July 26, 2019

VIA EDGAR AND
OVERNIGHT DELIVERY

Heather Percival

Russell Mancuso

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    InMode Ltd.

    Registration Statement on Form F-1

    Filed July 11, 2019

    File No. 333-232615

Dear Ms. Percival and Mr. Mancuso:

This letter is being furnished
on behalf of InMode Ltd. (the “Company”) in response to comments received from the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter, dated July 24, 2019, to Moshe Mizrahy, Chief Executive Officer of the Company.

The text of the Staff’s
comments has been included in this letter below in bold and italics for your convenience, and we have numbered the paragraphs below
to correspond to the numbers in the Staff’s letter. We have also set forth the Company’s response to each of the numbered
comments immediately below each numbered comment.

In addition, on behalf of the Company,
we are hereby filing Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration Statement”)
with the Commission. The Registration Statement has been revised to reflect the Company’s responses to the comments from
the Staff and certain other updating and conforming changes. We have enclosed a courtesy package, which includes four copies of
the Registration Statement, two of which have been marked to show changes from the Company’s prior filing.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
 Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
 and Tauil & Chequer Advogados (a Brazilian partnership).

 U.S. Securities and Exchange CommissionJuly 26, 2019

Page 2

Quorum, page 105

 1. Please reconcile your disclosure here regarding a quorum at an adjourned meeting with
section 22.3 in exhibit 3.2.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement on pages 106 and 128 to reconcile the disclosure regarding a quorum at an adjourned
meeting with section 22.3 of exhibit 3.2.

Signatures, page II-6

 2. Your Signatures pages appear to indicate that, on July 11, 2019, the registrant signed in Israel as registrant and in
California as Authorized Representative in the United States. Please tell us how such signatures are consistent with the requirement
that the registration statement be signed by your authorized representative in the United States.

The Company acknowledges the Staff’s comment
and has revised the “Authorized Representative in the United States” signature page to indicate that Yair Malca,
as the Chief Financial Officer of Invasix Inc., is the Company’s duly authorized representative in the United States.

Exhibits

 3. Please tell us whether the attachments missing from exhibits 10.9 or 10.10 provide information
regarding the scope of the products addressed by the agreements.

The Company acknowledges the Staff’s comment
and has refiled exhibits 10.9 and 10.10 with referenced attachments.

 U.S. Securities and Exchange CommissionJuly 26, 2019

Page 3

* * *

If you have any questions regarding the
foregoing, feel free to contact Anna Pinedo at (212) 506-2275 or Brian Hirshberg at (212) 506-2176. Thank you for your assistance.

Sincerely,

Anna T. Pinedo

Mayer Brown LLP

    cc:
    Brian D. Hirshberg

    Mayer Brown LLP

    Moshe Mizrahy

    Yair Malca

    InMode Ltd.

    Nathan Ajiashvili

    Latham & Watkins LLP

July 24, 2019
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069206, Israel
Re:InMode Ltd.
Registration Statement on Form F-1
Filed July 11, 2019
File No. 333-232615
Dear Mr. Mizrahy:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 filed July 11, 2019
Quorum, page 105
1.Please reconcile your disclosure here regarding a quorum at an adjourned meeting
with section 22.3 in exhibit 3.2.
Signatures, page II-6
2.Your Signatures pages appear to indicate that, on July 11, 2019, the registrant signed in
Israel as registrant and in California as Authorized Representative in the United States.
Please tell us how such signatures are consistent with the requirement that the registration
statement be signed by your authorized representative in the United States.  For guidance,
see the Division of Corporation Finance’s Securities Act Forms Compliance and

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 July 24, 2019 Page 2
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
July 24, 2019
Page 2
Disclosure Interpretation 102.01 available on the Commission’s website.
Exhibits
3.Please tell us whether the attachments missing from exhibits 10.9 or 10.10 provide
information regarding the scope of the products addressed by the agreements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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, Legal
Branch Chief, at 202-551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian D. Hirshberg

CORRESP
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Mayer Brown LLP

1221
Avenue of the Americas
 New York, NY 10020-1001
 United States of America

T:
+1 212 506 2500

F:
+1 212 262 1910

mayerbrown.com

July 11, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

Heather Percival
 Russell Mancuso
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: InMode Ltd.

Draft Registration Statement on Form F-1

Submitted June 28, 2019

CIK No. 0001742692

Dear Ms. Percival and Mr. Mancuso:

This letter is being furnished
on behalf of InMode Ltd. (the “Company”) in response to comments received from the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter, dated July 9, 2019, to Moshe Mizrahy, Chief Executive Officer of the Company.

The text of the Staff’s
comments has been included in this letter below in bold and italics for your convenience, and we have numbered the paragraphs below
to correspond to the numbers in the Staff’s letter. We have also set forth the Company’s response to each of the numbered
comments immediately below each numbered comment.

In addition, on behalf of the Company,
we are hereby publicly filing the Registration Statement on Form F-1 (the “Registration Statement”) with
the Commission. The Registration Statement has been revised to reflect the Company’s responses to the comments from the Staff
and certain other updating and conforming changes. We have enclosed a courtesy package, which includes four copies of the Registration
Statement, two of which have been marked to show changes from the Company’s prior submission.

 1. We note your disclosure that approximately 9% of
your revenues for the three months ended March 31, 2019 were derived from the sale of consumables and extended warranties. Please
show us how this percentage is consistent with the information regarding contract liabilities in the table in Note 9 on page F-47,
which appears to indicate that $3.284 million plus an additional amount due to new contracts issued during the period was recognized
as part of the $30.552 million total revenue during the period.

The Company advises the Staff that
the $3.284 million of revenue recognized during the three months ended March 31, 2019 (as indicated in Note 9 on page F-47 of the
Registration Statement) includes approximately $0.8 million derived from extended warranties and approximately $2.5 million derived
from the recognition of product sales for which the Company previously received in advance from customers. The amount of $0.8 million, plus an additional amount due to new contracts issued during the period and revenues derived from
the sale of consumables during the period, represent approximately 9% of the Company’s revenues during the three months ended
March 31, 2019, as disclosed on page 53 of the Registration Statement. The Company has revised the Registration Statement on pages
64, F-13 and F-32 to clarify that deferred revenues from extended warranties are not the only element included in contract liabilities.

 2. Please reconcile your revisions in the last paragraph of this section with the requirement
of Form 20-F Item 6.B.2.

The Company acknowledges the Staff’s comment
and has revised the Registration Statement on page 113 to comply with the requirement.

If you have any questions regarding the
foregoing, feel free to contact Anna Pinedo at (212) 506-2275 or Brian Hirshberg at (212) 506-2176. Thank you for your assistance.

Sincerely,

Anna T. Pinedo

Mayer Brown LLP

 cc: Brian D. Hirshberg

Mayer Brown LLP

Moshe Mizrahy

Yair Malca

InMode Ltd.

Nathan Ajiashvili

Latham & Watkins LLP

July 9, 2019
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069206, Israel
Re:InMode Ltd.
Amendment No. 5 to
Draft Registration Statement on Form F-1
Submitted July 1, 2019
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.
Draft Registration Statement on Form F-1
Revenues, page 53
1.We note your disclosure that approximately 9% of your revenues for the three months
ended March 31, 2019 were derived from the sale of consumables and extended
warranties.  Please show us how this percentage is consistent with the information
regarding contract liabilities in the table in Note 9 on page F-47, which appears to indicate
that $3.284 million plus an additional amount due to new contracts issued during the
period was recognized as part of the $30.552 million total revenue during the period.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 July 9, 2019 Page 2
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
July 9, 2019
Page 2
Disclosure of Compensation, page 111
2.Please reconcile your revisions in the last paragraph of this section with the requirement
of Form 20-F Item 6.B.2.
            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, Legal
Branch Chief, at 202-551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian D. Hirshberg

March 27, 2019
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069200, Israel
Re:InMode Ltd.
Amendment No. 4 to
Draft Registration Statement on Form F-1
Submitted March 13, 2019
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.
Draft Registration Statement on Form F-1 revised March 13, 2019
Revenues, page 52
1.Other than the products named in the second paragraph of this section, please tell us
which products contributed to your revenue during the period mentioned in Form 20-F
Item 4.B.1 and the percentage of your revenue contributed by those products.
Certain Relationships and Related Party Transactions, page 113
2.We note your deletions in this section.  Please ensure that you have provided disclosure
for all periods required to be addressed by Form 20-F Item 7.B.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 March 27, 2019 Page 2
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
March 27, 2019
Page 2
Exhibit Index, page II-5
3.Please file the 2019 sublicense mentioned in your revision on page 27 and the 2019
waiver mentioned at the bottom of page 113.
            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, Legal
Branch Chief, at 202-551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Brian D. Hirshberg

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

October 25, 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. 2 to
Draft Registration Statement on Form F-1
Submitted October 11, 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.
Draft Form F-1 submitted October 11, 2018
Risk Factors, page 13
1.Please expand your response to prior comment 4 to provide us your analysis of the value
of your investment securities as a percentage of total assets (exclusive of Government
securities and cash items) on an unconsolidated basis as of the date of the latest balance
sheet that you have included in your registration statement.  If you may be deemed an
investment company under section 3(a)(1)(C) of the Investment Company Act as of that

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 October 25, 2018 Page 2
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
October 25, 2018
Page 2
date, please add risk factor disclosure concerning the potential investment company
status.  In the disclosure, include a description of why you may qualify as an investment
company and the consequences if you are deemed to be an investment company.  If
appropriate, you may also include disclosure reflecting the substance of the last sentence
of your response to prior comment 4.
The use, misuse or off-label use of our products..., page 31
2.In an appropriate section of your prospectus, please address that part of prior comment 9
seeking clarification of the conditions and procedures for which you have received the
required regulatory clearances to market your products.  Also, please expand your
response to tell us which "certain women's health conditions and procedures" were
addressed in the letter from the FDA and the nature of the "certain statements" that you
have modified.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
51
3.Please expand your response to prior comment 1 to tell us whether the products you
disclose have contributed equally to your business in each period presented, excluding the
disclosed effect of new products.  It is unclear whether any disclosed product has
contributed disproportionately to your business or whether a product's significance to your
business has changed during the periods presented.  In this regard, your revised disclosure
on page 85 appears to indicate that you have determined that amount of your business
involving the Fractora handpiece; please tell us the portion of your business derived from
that product.
Components of Our Results of Operations, page 52
4.Please expand your response to prior comment 14 to tell us the percentage of your
revenue derived from the United States in your fiscal year ended December 31, 2016.
5.Please expand your response to prior comment 15 to tell us the extent of your revenue
from consumables in 2016.  Also please note that disclosure might be required before the
period mentioned in the last sentence of your response to prior comment 15.
Our Solution, page 71
6.We note your response to prior comment 18.   Please balance your disclosure that you
believe the results are significant with the information in response 24 to your letter to us
dated September 7, 2018 indicating that the data does not provide you sufficient
quantitative data to determine statistical significance.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
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 FirstName LastName
Moshe Mizrahy
InMode Ltd.
October 25, 2018
Page 3
Joint Venture Equity Interest Conversion and Notice Rights, page 112
7.We note your response to prior comment 24.  Please revise to disclose the redemption
feature and the specific terms that make the non-controlling interests redeemable, and
clarify who holds the option to redeem the interest.
Exhibits
8.Exhibit 10.12 appears to contemplate that the agreement will be followed be definitive
documents.  Please file the definitive documents.  Also please (1) file the attachment
missing from exhibit 10.12, and (2) tell us which exhibit represents the September 9, 2016
agreement mentioned in exhibit 10.14 and which section of which agreement addresses
the termination that you mention in response to prior comment 11.
            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

September 25, 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. 1 to
Draft Registration Statement on Form F-1
Submitted September 7, 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.
Draft Form F-1 amended September 7, 2018
Strong brand recognition, page 4
1.We note your response to prior comment 1; however, based on your disclosure on pages
77-79, it appears you categorize your products as either minimally-invasive or non-
invasive.   Please tell us the portion of your revenue from each category, and tell us about
any trends you are experiencing regarding the contribution to revenue of your products
and handpieces.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 September 25, 2018 Page 2
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
September 25, 2018
Page 2
Leverage our existing technology..., page 5
2.We note your response to prior comment 2; however, it remains unclear how investors
will have sufficient information from your disclosure to evaluate the significance of your
reference to three new product platforms.  For example, it is unclear how investors will
know which new indications the new platforms are intended to address, if any.  Also, it is
unclear what are the remaining hurdles to completion of development.  Please advise or
revise.  We may have further comment after you provide the status of any required
regulatory clearances related to these platforms as you mention in your response.
We are exposed to market risks, including..., page 21
3.We note your response to prior comment 7 and your disclosure that the risks include
changes in interest rates.  Please expand your response to address all material risks from
the nature of the marketable securities that you hold.
4.Please provide us a detailed analysis of the status of the company under Section 3 of the
Investment Company Act of 1940.
We may become subject..., page 22
5.We note your response to prior comment 9.  However, part of this risk factor appears to
indicate that you are not subject to the laws mentioned and another part of the risk factor
says you are in compliance with applicable laws.  Please clarify which laws are
applicable.
If we are unable to protect our intellectual property rights..., page 24
6.Please reconcile your revised disclosure in response to prior comment 10 that
"substantially all" of your revenues are derived in the United States and South Korea with
your disclosure in the table on page 52 and your response to prior comment 18.
Third parties..., page 25
7.We note your response to prior comment 11.  Please revise your risk factor to disclose the
extent of your business derived from the intellectual property in dispute.
We may be subject to claims..., page 27
8.We note your response to prior comment 12; however, it remains unclear why it is not
necessary to highlight related litigation in this risk factor to place in context the risk and
your statement that you are not currently subject to the types of claims you cite.  Please
revise or advise.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 September 25, 2018 Page 3
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
September 25, 2018
Page 3
The use, misuse or off-label use of our products..., page 29
9.In an appropriate section of your document, please clarify the conditions and procedures
for which you have received the required regulatory clearances to market your products.
Also, tell us the conditions and procedures at issue in the letter from the FDA that you
mention in your added disclosure.  Tell us the portion of your revenue derived from those
conditions and procedures, and provide us your analysis of whether there are any material
litigation risks from third parties in addition to the disclosed risk of enforcement activity
by the FDA.
As a "foreign private issuer," we are permitted..., page 37
10.We note your response to prior comment 14.  Please revise to highlight how home country
law differs from the requirements mentioned in this risk factor.
Provisions of our amended and restated articles of association..., page 40
11.In an appropriate section of your document, please disclose the substance of your response
to prior comment 16.
The tax benefits available..., page 40
12.We note your response to prior comment 15; however, from your disclosure that you have
identified some conditions "among others" and that you must make specified investments
and finance a percentage of investments, it remains unclear what material conditions you
must satisfy to maintain the tax benefit.  Please revise for clarity, and provide appropriate
specificity.
Market, Industry and Other Data, page 43
13.We note your response to prior comment 17.  Please tell us whether you commissioned
any data disclosed other than for inclusion in your registration statement.
Components of Our Results of Operations, page 52
14.Please expand your response to prior comment 18 to provide us your analysis of how an
investor may evaluate from your disclosure the significance of your statements regarding
the United States market without information regarding the extent of your revenue from
the United States.  We note for example your disclosure about FDA regulation and the
effect of sales mix between the United States and the rest of the world mentioned on page
53.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 September 25, 2018 Page 4
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
September 25, 2018
Page 4
15.Please expand your response to prior comment 19 to provide us your analysis of whether
disclosure of the extent of revenue derived from consumables separate from extended
warranties and service contracts for each period presented would provide material
information regarding the extent to which your non-consumables generate recurring
revenue from consumables.
Revenues, page 52
16.Please disclose the substance of the first sentence of your response to prior comment 20,
and tell us why your percentages are merely estimates.
Business, page 66
17.Please expand your response to prior comment 21 to tell us whether the before-and-after
results differed from the results in the clinical studies.  Also, tell us the extent of your
involvement with the studies that you mention in your prospectus.
Our Solution, page 71
18.We note your response to prior comment 24 and your disclosure that the data supports
many of your solutions.  Please clarify which platforms are supported by the data; your
disclosure on 75 appears to be a partial list.  Also, balance your disclosure throughout
your prospectus regarding clinical data with the information in your response to comment
24 regarding the clinical data not providing you sufficient data to determine statistical
significance.
19.Please reconcile the first sentence of this section and the last sentence of your response to
prior comment 23.
Intellectual Property, page 83
20.We note your response to prior comment 25.  Please clarify the extent to which the issued
patents address the technology you describe.
International Regulations, page 90
21.We note your response to prior comment 13.  Please revise your disclosure to clarify when
your registration in Israel expires.
Employees, page 92
22.We note your disclosures like on page 57 suggesting an increase in the number of
employees.  Please disclose any significant change in the number of employees.

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 Comapany NameInMode Ltd.
 September 25, 2018 Page 5
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
September 25, 2018
Page 5
Litigation, page 93
23.Please provide us your analysis of whether the International Trade Commission hearing
that you mention on page F-42 should be addressed in this section or your risk factors.
Joint Venture Equity Interest Conversion Rights, page 112
24.We note your responses to prior comments 28 and 29.  Please disclose the redemption
terms, including who holds the option to redeem the interest.  File the U.K. joint venture
agreement and the waiver agreement as an exhibit to your registration statement, and tell
us why you do not address the waiver in this section.  We may have further comments
after you provide all information requested which you represent you will provide in a
subsequent amendment.
Principal Shareholders, page 114
25.We note your response to prior comment 30; however, it is unclear from footnote (2) to
your table who beneficially owns the securities held by the entity named in the table.
Please revise for clarity.
Transfer of Shares and Notices, page 118
26.We note your response to prior comment 31.  Please tell us whether you intend to use the
exceptions and reliefs previously disclosed.
Taxation, page 124
27.Your response to prior comment 32 appears to address only stamp taxes payable to the
State of Israel in connection with the sale of your shares in this offering.  Please provide
information regarding the extent to which shareholders in the United States may be
subject to other stamp taxes and the other charges that you mention on page 138.
Exhibits
28.Please file all attachments to exhibit 10.8.  We note for example the reference to exhibit
11.1.3 in section 12.1.3.  Also, please note the last sentence of Regulation S-T Item 304(e)
regarding information that filers may not present in a graphic or image file.  With regard
to exhibit 19.1.3, note the requirements of Regulation C Rule 403(c).

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 September 25, 2018 Page 6
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
September 25, 2018
Page 6
            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

August 21, 2018
Moshe Mizrahy
Chief Executive Officer
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069200, Israel
Re:InMode Ltd.
Draft Registration Statement on Form F-1
Submitted July 25, 2018
CIK No. 0001742692
Dear Mr. Mizrahy:
            We have reviewed your 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.
Draft Form F-1 submitted July 25, 2018
Strong brand recognition, page 4
1.Please reconcile your disclosure that your technology is not laser based with your
disclosure regarding laser applications like on pages 2 and 18.  In this regard, tell us the
portion of your revenue from minimally-invasive products and the portion from non-
invasive products, and tell us about any trends you are experiencing regarding the
contribution to revenue of the products and handpieces that you mention on pages 72-74.

 FirstName LastNameMoshe Mizrahy
 Comapany NameInMode Ltd.
 August 21, 2018 Page 2
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
August 21, 2018
Page 2
Leverage our existing technology, page 5
2.We note your disclosure regarding three new product platforms.  Please tell us the status
of development of the platforms, and the status of any required regulatory clearances.
Also provide us your analysis of how investors will be able to evaluate the significance of
the new product platforms from your existing disclosure.
Maintain a strong intellectual property and patent portfolio, page 5
3.Balance your disclosure here to highlight the "few" barriers to entry mentioned on page
80.  Also highlight the patent litigation mentioned on page 79 in your "Risks Associated
with our Business" disclosure beginning on page 5.
Implications of Being an Emerging Growth Company, page 6
4.Reconcile your disclosure here that you have irrevocably elected to opt out of the
extended transition period under Section 107 of the JOBS Act with your disclosure on
page 60 that you have elected to utilize the exemption.
5.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Risk Factors, page 12
6.Your disclosure on page 4 under the caption "Our Growth Strategy" suggests that you
might be marketing your products in countries other than those identified in your
disclosure on page 4 regarding where you are "permitted to sell [y]our products."  If you
are marketing your product in jurisdictions in which you do not have required clearances,
please clearly disclose the related risks.  In this regard, we also note your disclosure on
page 86 that you seek to obtain regulatory approvals related to use of radio frequency
energy; please tell us whether you have obtained all required approvals.
7.Please provide us your analysis of any risks created by the nature and amount of
marketable securities that you hold.
Product liability suits could be brought, page 19
8.If you currently do not have insurance or do not have insurance that you believe is
sufficient, please revise to clarify.
We are or may become subject to numerous foreign, federal, and state healthcare statutes and
regulations, page 22
9.We note your disclosure that you may be subject to transparency laws.  Please clarify
whether you are subject to those laws.  Also, please clarify why it is possible that

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 Comapany NameInMode Ltd.
 August 21, 2018 Page 3
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
August 21, 2018
Page 3
authorities may conclude that your business practices do not comply with current laws as
you mention in the second paragraph of this risk factor.
If we are unable to protect our intellectual property rights, page 23
10.Revise your disclosure in the second paragraph of this risk factor to discuss the extent of
your business in jurisdictions in which you have not applied or obtained patent protection
so that an investor will understand the magnitude of the risk.
11.Please address existing patent litigation in a separately captioned risk factor.  Disclose the
extent of your business that is derived from the intellectual property in dispute.  Also,
provide us your analysis of whether the litigation amounts to an uncertainty that is
required to be addressed pursuant to Item 5.D of Form 20-F.
We may be subject to claims, page 27
12.Please expand your risk factor disclosure to highlight the related litigation you disclose on
page 88 and any material effects of the settlements.
We may be unable to obtain or maintain, page 32
13.Please clarify the date by which you must register your products with Israeli health
authorities.  In an appropriate section of your prospectus, address the registration process.
As a "foreign private issuer," we are permitted, page 37
14.Please highlight how home country law differs from the requirements mentioned in this
risk factor.  Also, highlight in the risk factor the quorum and director nomination issues
mentioned on page 91.
The tax benefits available, page 39
15.Please specify the material conditions to maintain the tax benefit that is the subject of this
risk factor.
Provisions of our amended and restated articles of association, page 40
16.Please clarify which material agreements require receipt of consents for change of control
transactions.
Market, Industry and Other Data, page 42
17.Please tell us whether you commissioned any data disclosed in your prospectus.
Components of Our Results of Operations, page 51
18.Please clarify the extent of your revenue from the United States.

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 Comapany NameInMode Ltd.
 August 21, 2018 Page 4
 FirstName LastNameMoshe Mizrahy
InMode Ltd.
August 21, 2018
Page 4
19.Please tell us the extent of revenue from consumables in each period presented.  Also tell
us the percentage of revenue derived from service contracts and warranties in each period
presented.
Revenue, page 53
20.Revise to disclose the extent to which the changes in your revenues are attributable to
changes in prices.  Separately discuss the extent to which changes in revenues are related
to new products.  Also, please tell us the extent of your business derived from the long-
term financing that you mention on page 57 in each period presented.
Business, page 61
21.Please tell us the extent that clinical results differ from the "before-and-after" pictures that
you include in your prospectus, and whether those pictures represent typical results. Also,
where you refer to clinical studies like on page 2, please distinguish between completed
studies and studies that are not completed; tell us the extent of your involvement with the
studies.
Aesthetic Solutions Market Opportunity, page 62
22.Where you discuss global markets like here and on page 2, clarify the portion of such
markets that represent your market opportunity.
Our Solution, page 66
23.Revise to clarify how your products overcome the limitations and risks mentioned in the
previous section, and clarify which limitations and risks remain.  For example, do your
products overcome the issue regarding multiple steps?  In this regard, please tell us the
cost of your products relative to competitive non-invasive and minimally-invasive
products, and whether competitive non-invasive and minimally-invasive products provide
any of the benefits that you mention in this section.
24.We note your disclosure that many of your solutions are supported by clinical data.
Please clarify which solutions are supported by clinical data.  Also, tell us whether the
clinical results that you cite in your prospectus are statistically significant, and
whether studies or users of your products have revealed any material negative results or
limitations of your products.
Intellectual Property, page 78
25.Revise to clarify the extent to which you are dependent on your issued patents.  From the
fourth sentence of the second paragraph in this section, it is unclear the extent to which the
issued patents address the technology you describe.  Separately address the extent of your
dependence on other intellectual property.  See Item 4.B.6 of Form 20-F.

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 August 21, 2018 Page 5
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InMode Ltd.
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Page 5
Disclosure of Compensation of Executive Officers and Directors, page 97
26.We note your disclosure that you are required to disclose the annual compensation of your
five most highly compensated office holders on an individual basis.  Please provide the
disclosure required by Item 6.B.1 of Form 20-F.
Relationship with Home Skinovations Ltd., page 106
27.Please tell us the nature of the aesthetic applications addressed by Home Skinovations
devices.  Also tell us the nature of the software that you license from Home Skinovations,
and tell us about any roles that the individuals named in the first paragraph of this section
have with Home Skionovations.
Joint Venture Equity Interest Conversion Rights, page 106
28.Disclose the amount paid for the joint venture interests that may be converted into shares.
29.We note your disclosure on page 8 that you have excluded the shares issuable upon
conversion of the non-controlling equity interests, and your disclosure on page 33 that the
right to convert ends following this offering.  Please tell us the basis for excluding the
shares and when you will know whether conversion will occur relative to the effective
date of this registration statement.  Also, given your disclosure on page F-8 that the non-
controlling equity interests are redeemable, please disclose the redemption terms,
including who holds the option to redeem the interests.  File the U.K. joint venture
agreement as an exhibit to your registration statement or advise.
Principal Shareholders, page 108
30.Please revise to disclose the natural person or persons who beneficially own the securities
held by the entities named in the table.
Transfer of Shares and Notices, page 112
31.Please tell us the nature of the exemptions and reliefs that you mention in this paragraph.
Taxation, page 118
32.We note your disclosure regarding stamp taxes and other charges on page 132.  Please
provide information regarding the extent to which shareholders in the United States may
be subject to these taxes and charges.  Also address the amount of the taxes and charges.
Other Relationships, page 132
33.We note your disclosure in the first paragraph of this section.  Describe the nature and
terms of any material relationship between the company and any underwriter.  See Item
9.B.10 of Form 20-F.

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 Comapany NameInMode Ltd.
 August 21, 2018 Page 6
 FirstName LastName
Moshe Mizrahy
InMode Ltd.
August 21, 2018
Page 6
Exhibit Index, page II-5
34.Please file Dr. Kreindel's consent as required by Rule 438.
35.Please tell us why the subsidiary mentioned in the first sentence on page 90 is not
mentioned in exhibit 21.
36.Please file the attachments missing from exhibits 10.9 and 10.10.  In this regard, it is
unclear why several attachments are missing from exhibit 10.11; please advise.
37.Given your disclosure on page 18 regarding risks related to four manufacturing
subcontractors and to sole-source suppliers, please tell us how you determined which
manufacturing and supply agreements to file as exhibits to your registration statement.
            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