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Steel Partners Offers to Acquire InMode for $16.75 Per Share in Cash

  • Steel Partners Holdings L.P. (Steel) offered to acquire 100% of InMode Ltd. shares for $16.75 per share in cash.
  • Steel's offer represents a 20% premium over the unaffected price of $13.95 & is $0.55 per share higher than the CEO's $16.20 insider bid.
  • The offer includes an optional mechanism for shareholders to roll over up to 40% of equity into Steel-owned InMode.
  • Steel demands the Board form a truly independent special committee & retain independent investment banking & legal advisors immediately.
  • Steel calls for the immediate removal of CEO Moshe Mizrahy due to alleged conflicts of interest & fiduciary breaches.
  • Steel accuses Mizrahy of manipulating market expectations while privately increasing his stake by roughly 800,000 shares.
  • Steel alleges Mizrahy sold ~11 million shares at $50–$70 post-IPO but is now buying back shares at $14–$16 to facilitate a low-price buyout.
  • Steel claims Mizrahy's valuation uses a $65 million 2026 adjusted EBITDA figure which is 11–17% below InMode's public guidance of $73–$78 million.
  • Steel highlights five earnings guidance cuts under Mizrahy's leadership over the past two years.
  • Steel questions the independence of directors Hadar Ron & Nadav Kenneth due to their financial & historical ties to Mizrahy.
  • Steel identifies conflicts of interest within the "MN Business Strategy" group, citing the presence of InMode's manufacturer & UK distributor as bidders alongside the CEO.
  • Steel alleges the company's Schedule 13D filing was late & raises concerns regarding trading on material non-public information under Israeli & US law.
  • Steel demands a substantive written response from the Board by 5:00 p.m. Eastern on July 13, 2026.
  • Steel requests an immediate halt to share purchases by the Mizrahy group & an independent investigation into related-party dealings.
  • Steel urges the Board to remove tainted resolutions from the Annual General Meeting & reconvene the meeting fairly.