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 October 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 October 26, 2026, the Special Committee of
the Board of Directors of InMode Ltd. (the “Company”) issued a letter to the shareholders
of the Company to provide an update regarding its continuing work, a copy of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
| Exhibit No. |
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Description of Exhibit |
| 99.1 |
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Letter to Shareholders from the Special Committee of the Board of Directors of InMode Ltd. dated October 26, 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. |
| |
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By: /s/ Moshik Itzkovich |
| |
Moshik Itzkovich |
|
October 26, 2026 |
Chief Financial Officer |
Exhibit 99.1
INMODE LTD.
Update to Shareholders from the Special Committee
of the Board of Directors
October 26, 2026
Dear Shareholders:
The Special Committee (the “Committee”)
of the Board of Directors (the “Board”) of InMode Ltd. (“InMode” or the “Company”) is writing to provide
an update on its continuing work and to reaffirm the principles guiding its review. The Committee remains active and continues to discharge
its mandate diligently and independently, with the objective of identifying the course of action that best serves the Company and all
of its shareholders.
Continuity of the Committee’s Mandate
Following expiration of the proposal submitted by
the group including Meir Shamir and the Company’s Chief Executive Officer, the Board considered it appropriate, in the interest
of efficiency and the proper continuation of the process, to keep the Committee in place. Maintaining the Committee preserves continuity
and enables its work to proceed within an established framework of independent review.
The Committee’s authority derives from the
mandate conferred to it by the Board, not from whether any particular party agrees with its decisions. A party cannot credibly challenge
that authority while seeking to rely on that authority when the Committee’s decisions align with that party’s requests or
demands. The Committee will continue to exercise its mandate independently and consistently, regardless of whether its decisions are favorable
to any particular party.
The Committee’s mandate includes reviewing,
evaluating, negotiating and making recommendations concerning acquisition proposals received by the Company and other strategic alternatives,
as well as rejecting proposals when it determines that doing so is appropriate. The Committee continues to exercise that mandate with
an open mind, without any predetermined outcome.
An Independent and Deliberate Process
The Committee acts independently of management, any
individual shareholder and any prospective acquirer. Its work is guided by the fiduciary duties of its members under applicable law and
by their independent judgment as to the best interests of the Company and its shareholders as a whole.
The Committee recognizes the importance of a timely
and efficient process. At the same time, a responsible evaluation requires careful consideration of the relevant facts, the Company’s
financial model and underlying assumptions, the terms and conditions of any proposal, its execution risks and the alternatives available
to the Company. Alternatives under consideration include potential returns of capital to shareholders.
Confidentiality and Constructive Engagement
Appropriate confidentiality arrangements are an important
part of a responsible transaction process. They facilitate substantive engagement while protecting commercially sensitive information,
the Company’s business and the interests of its shareholders.
In connection with the process previously conducted
by the Company, many potential bidders signed the Company’s form of non-disclosure agreement without significant comments or issues.
That experience provides relevant context for the use of an established confidentiality framework. To date in the current process, no
party has agreed to enter into a non-disclosure agreement with the Company. The Committee believes that confidentiality is essential to
a fair and orderly process and that the public disclosure of confidential discussions, including through selective leaks, undermines that
process and does not serve the interests of the Company or its shareholders.
Shareholder Communications
The Committee understands shareholders’ interest
in the progress of its work. It also has a responsibility to preserve the confidentiality of deliberations and negotiations where disclosure
could prejudice the process or the Company’s interests. The absence of public commentary on individual discussions should not be
taken as an indication that the Committee is inactive or that any outcome has been determined.
Further updates will be provided as appropriate and
in accordance with applicable disclosure obligations. There can be no assurance that the Committee’s process will result in a transaction,
or as to the timing or terms of a transaction, if any.
The Committee appreciates shareholders’ patience
and continued interest.
Sincerely,
The Special Committee of the Board of Directors
InMode Ltd.
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