Steel Partners Holdings L.P. Issues Open Letter to All InMode Stakeholders and Sets October 30, 2026 Expiration for Its $16.75 Per Share All-Cash Offer
Steel’s outstanding proposal offers $16.75 per share in cash for up to 100% of InMode’s outstanding shares.
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After More Than Three Months, the Company Has Refused to Engage on Steel’s Proposal
Steel Believes Directors Breached Their Fiduciary Duties by Demanding Dismissal of Claims Against Them in Exchange for Diligence
Steel’s Offer Delivers Certain Cash at a Premium or Shareholders Can Remain Invested in InMode
Absent Meaningful Engagement, Steel Will Hold the Entrenched Board Accountable
October 19, 2026
To All InMode Stakeholders:
Steel Partners Holdings L.P. (together with its affiliates, “Steel”) is a significant, long-standing shareholder of InMode Ltd. On July 9, 2026, we proposed to acquire up to
On September 16 the Company disclosed that the competing proposal from the group led by its Chief Executive Officer, Moshe Mizrahy, had expired without a transaction.1 Our proposal is now the only offer outstanding, and today we are setting an expiration date for that proposal of October 30, 2026.
We do not believe the members of this Board have the independence required to fulfill their fiduciary duties in evaluating a proposal from the Company’s own Chief Executive Officer against a competing proposal from an outside shareholder. We have seen firsthand that Mr. Mizrahy and co-founder Dr. Michael Kreindel together control this Company through their conflicted relationships with the other Board members.
The Company Has Not Engaged with Us in Good Faith
In more than three months, the Company has not entered into a non-disclosure agreement, opened a data room or provided any diligence materials. The Special Committee has refused to move forward without a dismissal of our claims against the directors individually. To facilitate productive discussions, we have repeatedly offered to stay those actions for the duration of negotiations.
We believe that conditioning access to diligence information on the discontinuation of our lawsuit surrounding the directors’ own conduct is a blatant breach of their fiduciary duties. The Board and the Special Committee should be using their positions to bring the best available proposal to shareholders, not to secure protection for themselves.
We have been prepared to execute a simple non-disclosure agreement since July. We have spent significant time and effort negotiating with the Special Committee and its advisors in an attempt to obtain information, including flying to
Over this same period, the Company has not asked us a single question about the details of our offer and has told shareholders nothing about it. The Company has said publicly that it is open to providing information, and that this process would be conducted to the “highest standards of corporate governance, transparency, and objectivity.”2 Its conduct has not matched that statement.
InMode’s Board Is Not Positioned to Evaluate This Proposal
We believe there are significant conflicts of interest on this Board that prevent its members from discharging their fiduciary duties. Evaluating our proposal against the status quo requires directors who are independent of Mr. Mizrahy in substance and not only in title, and the information we have gathered since we first raised these concerns has only reinforced our view that this Board does not meet that standard.
We set out our specific concerns in our prior letters and will not repeat them here. They involve overlapping board service alongside Mr. Mizrahy at other companies, transactions between InMode and companies affiliated with those directors, each approved by those same directors, and a proposed buyer group, led by the Chief Executive Officer, which included InMode’s own manufacturer and its
Management Has Cut Guidance Six Times Since February 2024
The Company last reported results on August 5. Revenue was
After a failed strategic review, an expired insider proposal and continued operating uncertainty, shareholders have been given no evidence of a credible plan under current leadership.
Following the Expiration of Our Offer, We Will Hold the Board Accountable
In our view, these directors have breached their duties of loyalty and care. They have failed to supervise a Chief Executive Officer who has run roughshod over the shareholders he is meant to serve, and whose conduct has raised serious questions under
Respectfully,
Warren G. Lichtenstein
Executive Chairman
Steel Partners Holdings L.P.
________________________________ 1 InMode Ltd. announcement of the expiration of the M.N. Business Strategy Ltd. proposal, September 16, 2026. 2 InMode Ltd. press release, “Update to Shareholders from the Special Committee,” July 20, 2026. 3 InMode Ltd. press release, “InMode Reports Second Quarter 2026 Financial Results,” August 5, 2026. All second quarter figures in this section are from that release. 4 InMode Ltd. press release, May 6, 2026. Prior reductions are set forth in Steel’s July 9, 2026 letter to the Board. |
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Longacre Square Partners
Steel-INMD@Longacresquare.com
Shein PR
Lee@shein-pr.co.il
Source: Steel Partners Holdings L.P.