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 July 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 July 20, 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 following its formation, 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 July 20, 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.
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InMode Ltd. |
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By: /s/ Moshik Itzkovich |
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Moshik Itzkovich |
|
July 20, 2026
|
Chief Financial Officer |
Exhibit 99.1
INMODE LTD.
Update to Shareholders
from the Special Committee of the Board of Directors
July 20, 2026
Dear Shareholders:
The Special Committee (the “Committee”)
of the Board of Directors (the “Board”) of InMode Ltd. (the “Company”) is writing to provide you with an update
following the Committee’s recently announced formation. As previously disclosed, the Board established the Committee, composed of
three independent directors, to review, evaluate, and make recommendations to the Board with respect to certain acquisition proposals
that have been submitted to the Company. The Committee has now formally commenced its activities and is actively engaged in its mandate.
The Committee wishes to reaffirm to all shareholders
that it is acting solely in the best interests of InMode and the entirety of its shareholder base, consistent with the fiduciary duties
of its members under applicable law. The Committee’s evaluation is being conducted independently of any single shareholder or member
of management. The Committee’s sole objective is to determine the course of action that will best serve the Company and all InMode
shareholders.
The Committee is currently evaluating two proposals:
(1) a proposal submitted by a group including Meir Shamir and the Company’s Chief Executive Officer, and (2) a proposal from Steel
Partners Holdings L.P. (“Steel Partners”) to acquire 100% of the Company. The Committee observes that this is the first time
Steel Partners has submitted a proposal to acquire the Company in its entirety. Previously, Steel Partners had only proposed to acquire
a majority interest in InMode—a transaction structure that would not constitute a sale of the entire company and that would raise
distinct considerations for unaffiliated shareholders. The Committee takes its evaluative mandate seriously and will give full and fair
consideration to both proposals on their respective merits, with the objective of determining the path that best serves the Company and
all InMode shareholders. If the transaction is recommended by the Committee and approved by the Board, the Company’s shareholders
would have the opportunity to vote on the proposed transaction.
Independence and Process Integrity
The Committee is confident in the independence
and integrity of its process. Each member of the Committee is an independent director of the Board, free of any financial interest in
the outcome, and is not affiliated with, or dependent on, any of the proponents of either proposal. The Committee’s process will
be conducted in accordance with the highest standards of corporate governance, transparency, and objectivity. The Committee will not be
influenced by external pressure, public commentary, or attempts to prejudge or predetermine the outcome of its work.
The Committee is committed to a thorough, deliberate,
and unbiased review of all strategic alternatives available to the Company. The Committee’s process is designed to ensure that all
relevant facts are considered, that appropriate due diligence is conducted with respect to each proposal, and that any recommendation
the Committee ultimately makes to the Board reflects its independent judgment as to the best interests of the Company and all shareholders.
The Committee will maintain the confidentiality of its deliberations and negotiating strategy except as required by applicable law. Shareholders
should have confidence that the Committee’s process is free from conflicts of interest and that the Committee’s conclusions
will be reached on the merits and in accordance with applicable law.
Advisors and Authority
To assist in its review, the Committee has retained
independent Israeli legal counsel and is in the process of engaging additional advisors. The Committee’s advisors will report solely
to the Committee and be independent of the Company’s management and all proponents of both proposals.
The Committee has been granted full authority
by the Board to review, evaluate, negotiate, and make recommendations with respect to both proposals, as well as any other strategic alternatives
that may emerge during the course of its work. The Committee also has the authority to reject both proposals and any other proposal.
The Committee intends to exercise this authority fully and without limitation.
Cautionary Statement
There can be no assurance as to the outcome or
timing of the Committee’s process. The Committee has not reached any conclusion or made any recommendation regarding either proposal,
and no agreement has been entered into with respect to any transaction. The Committee will provide further updates to shareholders as
appropriate and consistent with applicable disclosure obligations, but does not intend to comment on the status of its deliberations on
any specific schedule or in response to public commentary by third parties. Shareholders are cautioned not to place undue reliance on
any statements by any party regarding the likelihood or terms of any potential transaction.
The Committee reiterates its unwavering commitment
to acting in the best interests of the Company and all InMode shareholders. The Committee appreciates the patience of shareholders as
it conducts its review and will communicate further developments as appropriate.
Sincerely,
/s/ Dr. Shlomo Nass
On behalf of the Special Committee of the Board of Directors of
InMode Ltd.
