InMode (Nasdaq: INMD) reviews Steel Partners’ 51% acquisition proposal

Rhea-AI Filing Summary

InMode Ltd. filed a report highlighting that it is evaluating potential strategic alternatives following recent market speculation and transaction rumors. This includes consideration of a publicly announced, non-binding proposal by Steel Partners Holdings L.P. to acquire 51% of InMode’s outstanding shares.

The board previously formed a committee of independent directors to oversee the review. The committee has hired independent legal and financial advisors and will assess any matters presented to it, including proposals involving third parties or company management and their affiliates. InMode cautions there is no assurance the review will lead to any transaction or other outcome and does not plan to provide further updates unless required by law or regulation.

Insights

M&A and corporate governance analyst

InMode has formally launched a strategic review overseen by independent directors.

InMode confirms it is evaluating potential strategic alternatives after market rumors, including a publicly announced non-binding proposal from Steel Partners Holdings L.P. to acquire 51% of its outstanding shares. This signals that significant corporate transactions, such as a change in control, are under active review.

The company states that a committee of independent directors is overseeing the process, supported by independent legal and financial advisors. This structure is typical for evaluating bids involving both outside parties and potential management or affiliate participation, and is meant to align with fiduciary duties to all shareholders.

InMode emphasizes that there is no assurance the review will result in any transaction or other strategic outcome, or what timing or terms might be if one occurs. The company also notes it does not intend to comment further on the process unless required by applicable law or regulation, so investors will likely learn more only if a definitive proposal or outcome is reached and disclosed.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

INMODE LTD.

(Exact name of registrant as specified in its charter)

Tavor Building, Sha’ar Yokneam

P.O. Box 533

Yokneam 2069206 Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐ 

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒ 

On February 2, 2026, InMode Ltd. issued a press release addressing recent market speculation.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit No.		Description of Exhibit
99.1		Press Release dated February 2, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	InMode Ltd.
	By: /s/ Moshe Mizrahy
	Moshe Mizrahy
February 2, 2026	Chief Executive Officer

Exhibit 99.1

InMode Responds to Transaction Rumors

YOKNEAM, Israel, February 2, 2026 /PRNewswire/ -- InMode Ltd. (Nasdaq: INMD), a leading global provider of innovative medical technologies (“InMode” or the “Company”), today issued the following statement:

The Company is aware of recent market speculation and rumors, including reports relating to the publicly announced non-binding proposal by Steel Partners Holdings L.P. to acquire 51% of the Company’s outstanding shares and recent statements attributed to the Company’s Chief Executive Officer.

Without derogating from the Company’s general policy that it does not comment on market rumors, the Company wishes to inform investors that it is currently evaluating potential strategic alternatives. In furtherance of such evaluation, the Company previously established a committee of independent directors to oversee this review process. The committee has retained independent legal and financial advisors, and it will continue to evaluate any matters presented to it, including any proposal involving third parties or members of management or their affiliates, in accordance with its fiduciary duties and the best interests of the Company and all of its shareholders.

There can be no assurance as to whether this review will result in a transaction or any other strategic outcome for the Company, or as to the timing or terms of any such transaction or outcome. The Company does not intend to comment further on the ongoing process or provide additional updates unless and until required to do so under applicable law or regulation.

About InMode

InMode is a leading global provider of innovative medical technologies. InMode develops, manufactures, and markets devices harnessing novel radio frequency (“RF”) technology. InMode strives to enable new emerging surgical procedures as well as improve existing treatments. InMode has leveraged its medically accepted minimally invasive RF technologies to offer a comprehensive line of products across several categories for plastic surgery, gynecology, dermatology, otolaryngology, and ophthalmology. For more information about InMode and its wide array of medical technologies, visit www.inmodemd.com.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of the federal securities laws. Actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. In some cases, you can identify these statements because they contain words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would" and similar expressions that concern our expectations, strategic plans or intentions. Forward-looking statements are based on management's current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Consequently, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in InMode's Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 4, 2025, and our future public filings. InMode undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which pertain only as of the date of this press release.

Investor Contact:

Miri Segal

MS-IR LLC

ir@inmodemd.com

2

FAQ

What did InMode Ltd. (INMD) announce in its February 2026 6-K filing?

InMode announced it is evaluating potential strategic alternatives following recent market speculation and transaction rumors. A committee of independent directors, with independent legal and financial advisors, is overseeing this review on behalf of the company and all shareholders.

What is the Steel Partners proposal mentioned by InMode Ltd. (INMD)?

InMode referenced market reports about a publicly announced, non-binding proposal from Steel Partners Holdings L.P. to acquire 51% of the company’s outstanding shares. This proposal is one of the matters the independent committee may evaluate as part of its strategic review.

How is InMode Ltd. (INMD) conducting its strategic alternatives review?

InMode formed a committee of independent directors to oversee the review of potential strategic alternatives. The committee has retained independent legal and financial advisors and will assess matters presented to it in line with its fiduciary duties and the best interests of all shareholders.

Does InMode Ltd.’s (INMD) strategic review guarantee a transaction will occur?

No. InMode explicitly states there can be no assurance the review will result in a transaction or any other strategic outcome. The timing and terms of any potential transaction or outcome, if one occurs, are also not assured in the statement.

Will InMode Ltd. (INMD) provide ongoing updates about its strategic review process?

InMode states it does not intend to comment further on the ongoing process or provide additional updates. The company plans to communicate only if and when required to do so under applicable law or regulation regarding any strategic alternatives or potential transactions.

What types of proposals will InMode Ltd. (INMD)’s committee consider in its review?

InMode’s independent committee will evaluate any matters presented to it, including proposals involving third parties or members of management or their affiliates. The committee will consider these in accordance with its fiduciary duties and the best interests of the company and all shareholders.