 | Innodata Inc. Three University Plaza Hackensack, NJ 07601 |
November 18, 2015
VIA EDGAR
Maryse Mills-Apenteng
Special Counsel
Office of Information Technologies and Services
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Re: | Innodata Inc. |
Registration Statement on Form S-3
Filed October 20, 2015
File No. 333-207524
Dear Ms. Mills-Apenteng:
Set forth below is the response of Innodata Inc. (the “Company”) to the SEC Staff’s comment set forth in your letter dated November 9, 2015.
For reference purposes, the comment as reflected in the Staff’s letter dated November 9, 2015 is reproduced in bold and the corresponding response of the Company is shown below the comment.
General
| 1. | We note that the aggregate market value of your voting and non-voting common equity held by non-affiliates during the 60 days prior to the filing of the registration statement does not appear to exceed $75 million, as required by General Instruction I.B.1. of Form S-3. In this regard, please advise us as to the basis upon which you are eligible to register securities on Form S-3 at this time. If you believe that Form S-3 is available in reliance on General Instruction I.B.6., please refer to Instruction 7 to General Instruction I.B.6. of Form S-3 and revise accordingly. |
Company Response to Comment 1:
The Company has relied on General Instruction I.B.6. of Form S-3 in filing the registration statement. To the extent that the Company continues to rely on General Instruction I.B.6. at the time it makes an offering of securities under the registration statement, it will set forth on the front cover of the relevant prospectus supplement the calculation of the aggregate market value of the registrant’s outstanding voting and non-voting common equity, and the amount of all securities offered pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends on, and includes, the date of the prospectus supplement, as required by Instruction 7 of General Instruction I.B.6.
Maryse Mills-Apenteng
November 18, 2015
Page 2 of 2
If the Staff has any questions concerning this letter or requires further information, please do not hesitate to call the undersigned at (201) 371-8017 or Jeffrey Folger at Folger & Folger at (212) 697-7301.
Sincerely,
/s/ Amy Agress
Amy Agress
Vice President, General Counsel and Secretary
Innodata Inc.