Steel Partners challenges InMode board over governance and disclosure gaps

Steel Partners Holdings L.P. issued a letter to the board of directors of InMode Ltd. (Nasdaq: INMD) on July 16, raising concerns about corporate governance, disclosure practices, and the scheduling of the company's annual general meeting.

Steel Partners, which describes itself as a significant, long-standing shareholder of InMode, questioned the company's decision to release preliminary second-quarter revenue figures on July 13 without any margin or profitability data, and to cancel its earnings conference call, webcast, and investor meetings. The company cited its Special Committee's ongoing evaluation of strategic proposals as the reason for the communications blackout.

The letter, signed by Steel Partners Executive Chairman Warren G. Lichtenstein, raised questions about InMode CEO Moshe Mizrahy, who purchased approximately 800,000 shares in late February and early March before proposing in June to take the company private. Steel Partners noted that InMode's May guidance projected $73 million to $78 million in 2026 non-GAAP income from operations, while Mr. Mizrahy's June acquisition proposal was based on $65 million in adjusted EBITDA, which Steel Partners said he described as being based on publicly available information.

Steel Partners also contended that Mr. Mizrahy qualifies as a controlling shareholder under Israeli law, which it said triggers heightened approval requirements for transactions involving controlling shareholders. The letter further alleged that two members of InMode's Special Committee have financial and business ties to Mr. Mizrahy that compromise their independence.

Steel Partners called on the board to reschedule InMode's Annual General Meeting, currently set for July 30, 2026, until shareholders receive complete ownership disclosures from Mr. Mizrahy's group and second-quarter results including profitability figures. Steel Partners said it has submitted a competing acquisition proposal that has received no questions or follow-up from the board.

Steel Partners said it would pursue remedies before the U.S. Securities and Exchange Commission and the Israel Securities Authority if the board does not change course.

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