INMD News & Events

DOMA Perpetual Capital Management, a significant stockholder of InMode, sent a letter to the Board of Directors of InMode. The letter states: " As of the date of this letter, DOMA Perpetual Capital Management and its affiliates beneficially own approximately 4.63% of the outstanding ordinary shares of InMode. We are writing as a concerned shareholder regarding the recently proposed acquisition of the company led by the Chief Executive Officer in partnership with a group of investors. The circumstances surrounding this proposal raise serious concerns about conflicts of interest, governance, the Board's fiduciary responsibilities, and the fairness of the proposed transaction. We believe the proposal materially undervalues the company, particularly in light of its long-term potential and intrinsic assets. It is difficult to ignore that this proposal also follows a long period of operational underperformance under the current CEO's leadership. We have previously asked the Board, in a public communication dated May 9, 2025, to replace the CEO precisely because of his sustained underperformance, and that same CEO now appears positioned to benefit from the proposed transaction. In our view, these circumstances warrant close scrutiny, and DOMA reserves all of its rights in connection with the proposed transaction. We strongly believe the proposal would allow management to capitalize on a depressed valuation that developed during its own stewardship and that, in our view, management's performance helped create. Such dynamics are deeply troubling from a governance perspective. The Board has fiduciary obligations to act in the best interests of all shareholders, not management or any specific investor group. In this context, we urge the Board to take the following actions: Establish a fully independent special committee with no ties to management to evaluate the proposal. Retain international independent financial and legal advisors to conduct a rigorous valuation and fairness assessment. Conduct a broad and transparent market check inviting public offers to determine whether superior offers exist. Ensure that shareholders are provided with full and fair disclosure regarding the process, assumptions, and any potential conflicts of interest. Any transaction that allows insiders to acquire the company at a price influenced by their own stewardship must be subject to the highest level of scrutiny. Failure to do so could expose the company and the Board to significant shareholder value destruction, as well as reputational and legal risk. Shareholders rely on the Board to uphold strong governance standards and to protect against precisely this type of conflicted transaction. I trust that you will take these responsibilities seriously and act accordingly. At the current offer of $16.20/share DOMA does not support the proposal and intends to vote against the transaction."

InMode announced that, on June 17, its board of directors received an unsolicited proposal from M.N. Business Strategy, Ltd. to acquire through a merger all of the outstanding ordinary shares of the company not already owned by MN Business Strategy and its affiliates for $16.20 per share in cash. "MN Business Strategy is a group that includes, among others, Moshe Mizrahy, the Company's co-founder and Chief Executive Officer. The Board has approved formation of a special committee comprised solely of independent directors to evaluate the Proposal. The special committee will, in consultation with its advisors, evaluate the Proposal 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 evaluation 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 special committee process or provide additional updates unless and until required to do so under applicable law or regulation," the company stated.

InMode announced the appointment of Dr. Shlomo Nass as Chairman of the company's Board of Directors and Moshik Itzkovich as CFO, effective immediately. Moshik has held senior finance roles at InMode and was previously Senior Vice President of Finance. He replaces Yair Malca, who stepped down earlier this month and will serve as a consultant at least through the company's Annual General Meeting to ensure a smooth transition.