InMode Buyout Battle: Shareholder Alleges CEO Exploits Low Valuation

MIAMI, FL – June 26, 2026 – A contentious battle is brewing over the future of medical technology firm InMode Ltd. (NYSE: INMD). Activist investor DOMA Perpetual Capital Management, a significant shareholder, has publicly declared its staunch opposition to a proposed buyout led by InMode's own Chief Executive Officer, Moshe Mizrahy. In a sharply worded letter to the company's board, DOMA asserts that the $16.20 per share offer is not just an undervaluation but a conflicted attempt by management to seize the company on the cheap.

The public rebuke, signed by DOMA's CEO & CIO Pedro Escudero, sets the stage for a high-stakes corporate governance showdown. The investment firm, which holds a 4.63% stake in InMode, has vowed to vote against the transaction, urging the board to fulfill its fiduciary duties and protect the interests of all shareholders against what it describes as a "deeply troubling" proposal from a governance perspective.

A "Materially Undervalued" Offer

At the core of DOMA's opposition is the price. The firm argues that the $16.20 per share offer "materially undervalues the Company, particularly in light of its long-term potential and intrinsic assets." This isn't just a simple disagreement over numbers; DOMA's letter paints a picture of a CEO poised to personally benefit from a depressed valuation that, in their view, his own leadership helped create.

This narrative is not new. DOMA points to a public communication from over a year ago, on May 9, 2025, where it first called on the board to replace the CEO due to "sustained underperformance." Now, that same CEO is leading a bid to take the company private. "We strongly believe the proposal would allow management to capitalize on a depressed valuation that developed during its own stewardship," Escudero wrote, framing the buyout as the culmination of a long-term problem. The letter demands the board reject the current terms and initiate a robust, independent process to ensure shareholders receive fair value.

A Question of Value

The debate over InMode's valuation is complex. While the proposed $16.20 offer is higher than the stock's recent trading range, which has hovered between $13.50 and $15.00, it falls short of analyst targets from the recent past. Some analyst consensus targets sit around $16.00, making the offer seem reasonable at first glance. However, others see more value, with some targets reaching as high as $22.00 in late 2023, and averages reaching near $17.00 more recently. This discrepancy fuels DOMA's argument that the bid is opportunistic.

InMode's recent financial performance provides ammunition for both sides. In the first quarter of 2026, the company reported a 5% increase in revenue to $82.0 million. However, profitability took a hit, with GAAP net income falling to $11.6 million from $18.2 million a year prior. Non-GAAP earnings per share missed consensus estimates by over 17%, a fact that undoubtedly weighed on the stock price and may have been seen as an opportune moment for a buyout offer.

Despite these headwinds, the company maintains a strong balance sheet with a total cash position of $537.2 million as of March 31, 2026, and has been actively repurchasing shares. For an activist investor like DOMA, this combination of a strong cash position, declining margins, and a CEO-led buyout offer presents a classic red flag, suggesting the company's intrinsic value is not reflected in the current bid.

Governance Under the Microscope

The InMode situation casts a harsh light on the inherent conflicts of management-led buyouts. When executives who are responsible for maximizing shareholder value become the buyers, their interests can diverge sharply from those of the shareholders they serve. DOMA's letter directly confronts this issue, demanding a series of governance measures to ensure a fair and transparent process.

The firm is calling for the establishment of a "fully independent special committee with no ties to management" to evaluate the proposal. Furthermore, it insists this committee retain "international independent financial and legal advisors" to conduct a rigorous valuation and fairness assessment. This is a standard playbook for challenging insider deals, designed to remove control from potentially conflicted parties and place it in the hands of objective third parties. As of his most recent filing, CEO Moshe Mizrahy beneficially owns approximately 7.9% of the company's shares, a significant stake that underscores the potential for conflict.

Perhaps most critically, DOMA is urging the board to "conduct a broad and transparent market check inviting public offers." This would effectively open up a bidding process to determine if a superior offer exists, a move that would be the ultimate test of the $16.20 bid's fairness. "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," Escudero's letter warns.

The company's upcoming annual general meeting on July 30, 2026, now becomes a critical focal point. Shareholders are slated to vote on the re-election of a director and, tellingly, the approval of compensation for a special board committee that has already been evaluating a potential sale. The independence and mandate of this committee will now be under intense scrutiny following DOMA's public challenge. The outcome of this boardroom drama will depend on whether InMode's board can convince its shareholders that it is acting in their best interests, not just the interests of its management.