Steel Partners Holdings L.P. (together with its affiliates, “Steel”), a significant, long-standing shareholder of InMode Ltd. (“InMode” or the “Company”) (NASDAQ: INMD), today issued a letter to the Board of Directors (the “Board”) of the Company, offering to acquire 100% of the shares of InMode for $16.75 per share in cash. The full text of the letter is below.
July 9, 2026
VIA ELECTRONIC MAIL
InMode Ltd.
Tavor Building, Sha’ar Yokneam
P.O. Box 533
Yokneam 2069206 Israel
Attention: The Board of Directors
Dear Members of the Board of Directors:
Steel Partners Holdings L.P. (together with its affiliates, “Steel”) is a significant, long-standing shareholder of InMode Ltd. We are writing to you today to offer to acquire 100% of the outstanding shares of InMode for $16.75 per share. Our offer price is a 20% premium to the unaffected price of $13.95.1 It is $0.55 per share above the $16.20 per share your CEO has offered. It does not depend on the cooperation of the Company’s own manufacturer and distributor and is not contingent upon any external financing conditions. Further, for those who wish to remain investors in the Company, we will be providing a mechanism for existing shareholders to roll over up to 40% of the Company’s equity into the Steel-owned InMode.
Our offer is superior to the CEO’s proposal in every conceivable way. It follows a deeply disappointing process run by the Company, culminating in CEO Moshe Mizrahy’s offer to acquire InMode after the termination of the strategic review – and after Mr. Mizrahy seemingly manipulated market expectations about the Company’s prospects and value.
You now face a simple test: will you fulfill your duties to all shareholders by engaging with a higher-value, cleaner, fully actionable offer? Or will you enable a conflicted insider group to acquire InMode at an inadequate price?
Regardless of Whether the Company is Sold, Moshe Mizrahy is No Longer Fit to be CEO of InMode
Working Counter to Shareholder Interests
For the better part of a year, Mr. Mizrahy talked his own Company down, referring to a “flat” 2026, “pressure on margins,” and even taking a public swipe at his own retained banker, saying they were doing a “lousy job.”
Further, he told employees on January 29 that InMode was a “family” and “not for sale,” and told investors on February 10 that “management is not fully involved” in the review. Yet at the April 13 Needham conference he recited confidential information about that very review from memory – detailing the parties, the NDAs, and the bids.
While he was telling the world the Company was not for sale, Mr. Mizrahy was quietly increasing his stake and acquired roughly 800,000 shares on the open market between February 24 and March 10, much of it on the very doorstep of the March 13 buyback that lifted the stock nearly 6%. At a minimum, these purchases create the appearance that the Company’s most senior executive was accumulating shares while possessing material, non-public information unavailable to the market while influencing the Company’s public narrative. That alone should have triggered immediate Board scrutiny. Instead, the Board is now entertaining his proposal to buy the entire Company.
This is not the first occasion that Mr. Mizrahy has profitably traded in the Company’s stock. Since InMode’s 2019 IPO, Mr. Mizrahy has cut his ownership by more than half – from 17.6% of shares outstanding at the IPO to just 7.36% today. He got there by selling roughly 11 million shares into the public market at an estimated $50–70 apiece, generating approximately $550–770 million in gross proceeds. Most problematically, in 2021 Mr. Mizrahy sold nearly eight million shares during the same period that the Company was simultaneously in the market buying back shares at an average price of over $50/share. It’s possible that the Company was providing buy-side support in the same market as the CEO was exiting more than half of his ownership stake.
Since then, he has flipped to the other side of the trade, buying about 3.2 million shares at an estimated $14–16 each, for roughly $45–52 million. Put plainly: Mr. Mizrahy sold high to InMode’s public shareholders — realizing an estimated $500–700 million — and has now been accumulating stock on the cheap after the price collapsed.2 That same depressed price is what he and his group are now asking shareholders to accept in order to take the company private.
Driving Down Earnings
Mr. Mizrahy’s offer letter values InMode on an estimated 2026 adjusted EBITDA of $65 million and claims that figure is “based on publicly available information.” It is not. InMode’s own Q1 2026 earnings release, issued May 6, 2026 (just five weeks before the Mizrahy offer letter), guides to an equivalent 2026 adjusted EBITDA of $73 to $78 million. That guidance was on the record when Mr. Mizrahy signed his offer on June 15. His $65 million sits 11% to 17% below it. Mr. Mizrahy is purposefully driving down the Company’s earnings and then using that as the baseline for his valuation. All while using his own personal communications to disclose confidential company information.
Step back and look at the full arc of recent operating results. There have been five guidance cuts to earnings in the past two years on Mr. Mizrahy’s watch. Now he wants to set his price on $65 million of adjusted EBITDA, roughly a third below where the year began, and down from the >$217 million that was initially expected for FY 2024, just two years ago.
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Date |
Event |
Non-GAAP Income from Operations |
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February 13, 2024 |
Initial 2024 guidance |
$217M – $222M |
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May 2, 2024 |
Guidance cut No. 1 |
$169M – $174M |
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August 1, 2024 |
Guidance cut No. 2 |
$150M – $155M |
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October 30, 2024 |
Guidance cut No. 3 |
$140M – $145M |
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February 4, 2025 |
2024 actual: missed the final, thrice-lowered range |
$129.1M |
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February 4, 2025 |
Initial 2025 guidance |
$101M – $106M |
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July 30, 2025 |
2025 guidance cut |
$93M – $98M |
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February 10, 2026 |
2025 actual |
$96.5M |
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February 10, 2026 |
Initial 2026 guidance |
$93M – $98M |
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May 6, 2026 |
2026 guidance cut, after a single quarter |
$73M – $78M |
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June 15, 2026 |
2026 offer letter |
$65M |
Mr. Mizrahy drives the earnings down, inserts himself into what should be an independent strategic review and then comes back and reaches for the lowest number possible in order to steal the Company from its shareholders – the rightful owners. That is a clear breach of fiduciary duty and is one more reason he is no longer the right person to lead InMode.
Persistent Governance Issues Lead to Insider Offer Rife with Conflicts
Lack of Independence
It is clear to us that Mr. Mizrahy has outsized control of the Company and the Board, and that consequently the “strategic review” process has always operated under his heavy influence and total control. Equally problematic is that two of the three directors the Board holds out as “independent” are nothing of the sort. Ms. Hadar Ron sits on the board of a company chaired and significantly owned by Mr. Mizrahy that transacts with InMode, and her venture firm has reportedly backed multiple Mizrahy-related ventures. Mr. Nadav Kenneth is reported to have co-founded a business alongside Mr. Mizrahy. Directors bound to Mr. Mizrahy by money and history cannot sit in judgment of a transaction that delivers the Company to Mr. Mizrahy. And the problem reaches backward: if those same directors took part in the earlier strategic review while carrying undisclosed personal interests, then the prior committee was compromised before it ever opened a data room. A tainted committee cannot bless a conflicted deal.
Conflicts of Interest
Consider who is bidding alongside the CEO within “MN Business Strategy”. The group includes Jeffrey Royer, principal owner of Medimor, InMode’s main manufacturing facility, and Messrs. Eghiayan and Avedissian, owners of Wigmore Medical, InMode’s UK distributor. It is difficult to design a more conflicted consortium than the Company’s chief executive, its manufacturer, and its distributor, bidding together for the whole Company. The group says it needs no further diligence, which is an open admission that they are relying on inside knowledge that public shareholders do not have.
Potential Violations of Securities Law and Israeli Company Law
We do not raise the law simply as empty rhetoric. The conduct described above implicates a stack of obligations on both sides of the ocean.
The Schedule 13D amendment containing the offer letter was filed roughly a week late and remains substantively deficient. The recent open-market transactions we describe above raise serious questions about trading on material non-public information and about usurpation of corporate opportunity. Under Israeli law, we believe Mr. Mizrahy is the “controlling shareholder” of InMode within the meaning of the Securities Law, 1968 and the Companies Law, 1999. If so, it raises the question of whether the Company has improperly leaned on the Israeli relief regime available to foreign-listed companies, and whether prior Board and committee actions must now be re-examined. These are not questions a conflicted board can answer for itself and these facts raise serious doubts on the legitimacy of the CEO’s offer.
The Annual General Meeting (“AGM”) timeline only deepens the concern. The Mizrahy group’s proposal was in the Company’s hands by June 15, 2026. The Company issued AGM materials on June 18 yet did not disclose the proposal until June 24 – one day before the deadline for shareholders to add agenda items. That sequence stripped shareholders of their rights at the precise moment a live management bid was on the table.
Immediate Next Steps
This Board can continue to shield the Chief Executive Officer to whom too many of you appear beholden, or it can serve the shareholders who own this Company. At a minimum, the Board must immediately take the following steps:
- Form a special committee comprised of truly independent board members. This committee must consist only of directors who are genuinely independent and disinterested — excluding any director with relationships or interests involving Mr. Mizrahy, MN Business Strategy, or any member of the buyer group — and must retain independent financial advisors, legal counsel and separate independent Israeli counsel not previously engaged by the Company or Mr. Mizrahy. Its membership and advisors must be disclosed publicly. Until the qualified special committee is formed, the Company and the Board must refrain from considering, negotiating or accepting the CEO’s proposal.
- Remove Mr. Mizrahy as InMode CEO. Mr. Mizrahy has overseen a period of significant operating and share price erosion. On top of that, he has used his insider position to attempt to capture the significant value left in the Company for himself, while surrounding himself with individuals who have enabled this behavior. Given the sum total of his actions, there is simply no excuse to let him remain in his position.
- Promptly engage with Steel over our $16.75 offer. Steel’s offer to acquire 100% of InMode at $16.75 per share in cash is superior to all alternatives the InMode Board has on the table. We demand a substantive, written response from genuinely independent directors no later than 5:00 p.m. Eastern on July 13, 2026. Failure to respond substantively will confirm that the Board is not conducting a fair process and will leave shareholders and regulators to draw the appropriate conclusions. A board that favors a low insider bid over a higher outside one is not discharging its duty to maximize value in a sale.
- Ensure all advisors are overseen only by that independent special committee. The advisors (especially the investment bank) must report solely to genuinely independent and disinterested directors, and to no one connected to the buyer group. This is the only way that the investment bank can design and run a full, fair, and open sale process that engages every credible bidder on equal footing. Steel reiterates its interest in participating in this process and does not expect any advantages over competing bids.
- Halt all share purchases by the Mizrahy group and investigate the related-party dealings. Mr. Mizrahy and every member of MN Business Strategy must immediately stop acquiring Company securities. The newly constituted committee must open a prompt, independent investigation into the insider-trading, front-running, corporate-opportunity, and related-party questions that should have begun months ago.
- Remove the tainted resolutions from the AGM and reconvene it fairly. All resolutions advanced through the faulty Audit Committee, including any proposed payments to the purported “special committee,” should be withdrawn, and the AGM reconvened so that eligible shareholders have time to bring resolutions of their own.
Let us be clear about where shareholders stand. We have seen the operating performance of the Company deteriorate and the stock price steadily decline. We have watched Mr. Mizrahy make strange and unprofessional public statements while taking actions that raise serious questions about his compliance with securities laws. We then stood silent during a bizarre, haphazard “strategic review” process while we hoped that the Board would ultimately do the right thing for shareholders. After being continuously let down by the leaders who are supposed to protect shareholders, we will not stand by and let you hand the Company to the CEO for less than a market clearing price.
The Board now has a superior proposal from a significant, long-standing shareholder. It also has a conflicted insider bid from the CEO and his commercial counterparties. There is no defensible basis to favor the latter over the former.
We expect the Board to immediately rid itself of its conflicted dealings in favor of objective, independent governance. If it does not, Steel will pursue all available remedies to protect shareholders from a potential insider-led purchase of control at an inadequate price.
Respectfully,
Warren G. Lichtenstein
Executive Chairman
Steel Partners Holdings L.P.
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1 Closing share price on January 23, 2026, the last trading day prior to media speculation around a bid for the Company. 2 Trading activity figures are estimates derived from public sources. |
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