Questions Whether Management is Steering Reported Results to Fit the CEO's Lowball Bid
Demands the Group Led by CEO Moshe Mizrahy Cure Its Disclosure Deficiencies
Calls on the Board to Reschedule the Annual General Meeting to Allow Shareholders to Review Full Record and Bring Their Own Resolutions
NEW YORK, July 16, 2026--(BUSINESS WIRE)--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. The full text of the letter is below.
July 16, 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:
As you know, Steel Partners Holdings L.P. (together with its affiliates, "Steel") is a significant, long-standing shareholder of InMode Ltd. We are writing to you to comment on recent events surrounding the Company and the actions taken by those in control.
On July 13, the Company released preliminary second quarter revenue figures. In contrast to historical preliminary announcements, including the one issued just one quarter ago, this press release provided no margin or profitability figures of any kind. The press release then announced that there will be no earnings conference call, no webcast, and no investor meetings. The stated reason is the Special Committee's ongoing "evaluation of strategic proposals."
Shareholders are aware of a going-private offer from their own CEO, a superior competing offer from Steel, and are being asked to vote on directors at the upcoming Annual General Meeting (the "AGM"). At precisely the moment they need the most information, management has chosen to give them the least. Canceling all investor communication deprives shareholders of the ability to understand what is happening inside the Company and allows management to avoid answering for it. We do not believe that obfuscation is an effective investor relations strategy.
The Timing of the Silence
The Board should ask itself why management has gone quiet, and we believe the patterns observed over the past five months point to an uncomfortable answer.
In late February and early March, Mr. Mizrahy bought roughly 800,000 shares of stock on the open market. On May 6, the Company guided to $73 to $78 million of 2026 non-GAAP income from operations. The stock did not respond.
Five weeks later, on June 15, Mr. Mizrahy proposed to acquire the entire Company. In a public communication, he based his valuation on $65 million of adjusted EBITDA1, well below his own Company's standing guidance. He claimed that figure was "based on publicly available information." We have seen no such information.