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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
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October 11, 2024
Via EDGAR
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Securities and Exchange Commission
Division of Corporation Finance Office of Industrial Applications and Services 100 F Street NE Washington, DC 20549 |
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| Attention: | Tracey Houser |
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| Al Pavot | ||
| Re: | InMode Ltd. | |
| Form 6-K Filed August 1, 2024 | ||
| File No. 001-39016 | ||
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Dear Ms. Houser and Mr. Pavot:
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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
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1.
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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.
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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.
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If you have any questions regarding the foregoing, please do not hesitate to contact the undersigned, Anna T. Pinedo at (212) 506-2275.
Sincerely,
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/s/ Anna T. Pinedo
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Anna T. Pinedo
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Yair Malca, Chief Financial Officer, InMode Ltd. |
| Brian Hirshberg, Esq., Mayer Brown LLP |
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and Tauil & Chequer Advogados (a Brazilian law partnership).