InMode Under Siege: A Shareholder Revolt Exposes Deep Governance Cracks

NEW YORK, NY – July 09, 2026 – The battle for the future of medical aesthetics firm InMode Ltd. escalated dramatically today as a major shareholder, Steel Partners Holdings L.P., launched a hostile takeover bid, accusing the company’s CEO and board of profound ethical and governance failures. In a scathing public letter, Steel Partners offered to acquire InMode for $16.75 per share in cash, a bid that not only tops a competing offer from CEO Moshe Mizrahy but also serves as an indictment of his leadership. The move casts a harsh spotlight on the intersection of executive power, board oversight, and shareholder value, raising fundamental questions about who truly benefits when a company’s leadership decides to take it private.

At the heart of this corporate drama is a simple, yet stark, comparison. Steel Partners’ offer represents a 20% premium over the company’s unaffected stock price and is decisively higher than the $16.20 per share offered by a consortium led by Mizrahy himself. But this is far more than a pricing dispute. Steel Partners, a long-standing investor, has framed its intervention as a necessary corrective to a pattern of behavior that it alleges has systematically devalued the company for the benefit of insiders. The firm’s executive chairman, Warren G. Lichtenstein, put the board on notice: “You now face a simple test: will you fulfill your duties to all shareholders by engaging with a higher-value, cleaner, fully actionable offer? Or will you enable a conflicted insider group to acquire InMode at an inadequate price?”

A Tale of Two Bids and Troubling Allegations

Steel Partners’ proposal is positioned as “superior in every conceivable way.” Beyond the higher price, it is not contingent on external financing and uniquely offers existing shareholders the option to roll over up to 40% of their equity, allowing them to participate in the company’s future upside under new ownership. This stands in sharp contrast to the insider-led bid from Mizrahy’s group, which includes the principal owner of InMode’s main manufacturer, Medimor, and the owners of its UK distributor, Wigmore Medical—a consortium Steel Partners describes as rife with conflicts.

The letter from Steel Partners details a series of damning accusations against Mizrahy, painting a picture of a CEO working against the very shareholders he is meant to serve. The allegations center on a calculated campaign to depress market expectations. For months, Mizrahy publicly downplayed InMode’s prospects, forecasting a “flat” 2026 and citing “pressure on margins.” Yet, Steel Partners claims that while telling the world the company was not for sale, he was privately increasing his personal stake. The letter highlights roughly 800,000 shares acquired by the CEO on the open market between February and March, just before a stock buyback lifted the share price—a timeline that “at a minimum… create[s] the appearance that the Company’s most senior executive was accumulating shares while possessing material, non-public information.”

This recent activity, Steel alleges, is part of a larger, more profitable pattern. Since InMode’s 2019 IPO, Mizrahy has reportedly sold shares worth an estimated $550–$770 million, much of it at peak prices. Most problematically, in 2021, he allegedly sold nearly eight million shares while the company was simultaneously in the market buying back its own stock. As one analyst noted, it raises serious questions about whether company funds were used to provide market support for the CEO’s personal exit. Now, after the stock price has collapsed, Mizrahy has flipped to the other side, accumulating shares on the cheap and using that depressed price as the foundation for his take-private offer.

The Numbers Don't Lie: A Pattern of Decline and Discrepancy

The most tangible evidence supporting Steel Partners’ claims lies in InMode’s own financial disclosures. Mizrahy’s offer letter reportedly values the company based on a 2026 adjusted EBITDA of $65 million. Steel Partners asserts this figure is not based on public information and, more importantly, sits 11% to 17% below InMode’s own guidance of $73 to $78 million, issued just five weeks before the CEO’s bid.

This discrepancy is the endpoint of a troubling trend. A look at the company’s performance history reveals a steady erosion of expectations under Mizrahy’s watch. There have been five separate guidance cuts to earnings in the past two years. The company began 2024 with guidance for non-GAAP income from operations between $217 million and $222 million. After multiple cuts, it ended the year at just $129.1 million. The initial 2026 guidance has already been lowered once, and now the CEO’s bid is based on a number lower still. As Lichtenstein wrote, “Mr. Mizrahy drives the earnings down, inserts himself into what should be an independent strategic review and then comes back and reaches for the lowest number possible in order to steal the Company from its shareholders.”

A Crisis of Governance

Beyond the financials, the affair exposes what appears to be a systemic failure of corporate governance. The effectiveness of any board rests on the independence of its members, yet Steel Partners claims that at InMode, this independence is an illusion. The letter alleges that at least two of the three directors held out as “independent”—Hadar Ron and Nadav Kenneth—have financial and historical ties to Mizrahy, including board positions at other Mizrahy-chaired companies and past co-founding of businesses. “Directors bound to Mr. Mizrahy by money and history cannot sit in judgment of a transaction that delivers the Company to Mr. Mizrahy,” the letter argues.

These governance concerns extend to the bidding process itself. The inclusion of InMode’s primary manufacturer and a key distributor in the CEO’s buyout group creates an undeniable conflict of interest. This group’s admission that it needs no further due diligence is, as Steel Partners puts it, “an open admission that they are relying on inside knowledge that public shareholders do not have.” The situation raises serious questions under both U.S. securities law and Israeli company law, where fiduciaries and controlling shareholders are prohibited from using their positions to benefit at the expense of others.

Further compounding these issues is the timeline surrounding the Annual General Meeting (AGM). The company received Mizrahy’s proposal on June 15 but waited until June 24 to disclose it—just one day before the deadline for shareholders to add items to the agenda. This sequencing effectively stripped shareholders of their ability to respond at a critical moment, a move that appears less like an oversight and more like a calculated maneuver to control the narrative and process.

Crossroads in a Booming Market

This internal battle is unfolding against the backdrop of a thriving global medical aesthetics market, projected to grow at over 12% annually. InMode, with its proprietary radiofrequency technology and profitable “razor-and-blade” business model, should be capitalizing on this trend. Instead, its leadership is embroiled in a crisis of trust that threatens its future. The immediate jump in InMode’s stock price following Steel Partners’ announcement signals that the market sees significant unlocked value and is hungry for a resolution that favors all shareholders, not just a select group of insiders.

Steel Partners has laid down a gauntlet, demanding the immediate removal of Mizrahy as CEO, the formation of a truly independent special committee to evaluate its superior offer, and a full investigation into the alleged misconduct. The InMode board now stands at a crossroads, facing a decision that will define its commitment to fiduciary duty. Its next steps will determine whether the company’s future is shaped by an open and fair process that maximizes value for its rightful owners or by a conflicted deal that rewards the very leadership accused of engineering its decline.