InMode (Nasdaq: INMD) gets $16.20 per share insider-led buyout proposal
Rhea-AI Filing Summary
InMode Ltd. reported that its Board received an unsolicited proposal from M.N. Business Strategy, Ltd. to acquire all outstanding ordinary shares it does not already own for $16.20 per share in cash. The group includes co-founder and CEO Moshe Mizrahy. The Board formed a special committee of independent directors to evaluate the proposal, with advisors, in line with their fiduciary duties and the interests of all shareholders. The company cautions there is no assurance any transaction will occur and does not plan further updates unless legally required.
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Insights
InMode received an insider-led cash acquisition proposal, now under independent review.
The key development is an unsolicited proposal from M.N. Business Strategy, Ltd., a group that includes InMode’s co-founder and CEO, to buy all remaining ordinary shares for $16.20 per share in cash. This is a potential take-private or control transaction centered on existing insiders.
The Board has created a special committee of independent directors to assess the proposal with outside advisors, emphasizing separate review from management interests. The company explicitly notes there is no assurance of any deal, no stated timeline, and that competing alternatives may or may not emerge, so outcomes remain highly uncertain based on the details disclosed.
Key Figures
Proposed cash consideration: $16.20 per share
Proposal date: June 17, 2026
Press release date: June 24, 2026
3 metrics
Proposed cash consideration
$16.20 per share
Offer price per ordinary share in unsolicited proposal
Proposal date
June 17, 2026
Date Board received unsolicited proposal
Press release date
June 24, 2026
Date InMode announced receipt of proposal
Key Terms
unsolicited proposal, special committee, fiduciary duties, forward-looking statements, +1 more
5 terms
unsolicited proposal financial
"its Board of Directors ... received an unsolicited proposal from M.N. Business Strategy, Ltd."
special committee financial
"The Board has approved formation of a special committee comprised solely of independent directors"
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
fiduciary duties financial
"evaluate the Proposal in accordance with its fiduciary duties and the best interests of the Company"
Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.
forward-looking statements regulatory
"This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
competing offers financial
"the possibility that competing offers or alternatives may or may not emerge"
FAQ
What proposal did InMode Ltd. (INMD) receive from M.N. Business Strategy?
InMode received an unsolicited proposal from M.N. Business Strategy, Ltd. to acquire all outstanding ordinary shares it does not already own for $16.20 per share in cash, through a merger structure targeting a full acquisition of remaining equity.
Who is behind the acquisition proposal for InMode Ltd. (INMD)?
The proposal comes from M.N. Business Strategy, Ltd., a group that includes Moshe Mizrahy, InMode’s co-founder and Chief Executive Officer, as well as affiliates that already own a portion of the company’s ordinary shares.
How is InMode’s Board responding to the unsolicited proposal?
InMode’s Board approved forming a special committee made solely of independent directors. This committee, working with its own advisors, will evaluate the proposal under its fiduciary duties and focus on the best interests of the company and all shareholders.
Is the InMode (INMD) acquisition proposal binding or guaranteed to close?
There is no assurance any transaction will occur. InMode explicitly states the evaluation may not lead to a deal, timing and terms are uncertain, and the proposal could be withdrawn, modified, or superseded by potential alternatives.
Will InMode Ltd. (INMD) provide regular updates on the special committee review?
InMode states it does not intend to comment further on the special committee process. The company plans to provide additional updates only if and when required under applicable law or regulation, rather than giving ongoing process commentary.
What risks does InMode highlight regarding the unsolicited proposal?
InMode notes risks that the special committee may not find the proposal or any alternative to be in shareholders’ best interests, that the proposal may be withdrawn or changed, competing offers may not appear, and any transaction might never be completed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 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 June 24, 2026, InMode Ltd. issued a press release regarding the receipt of an unsolicited proposal by M.N. Business Strategy, Ltd.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated June 24, 2026
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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
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June 24, 2026
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Chief Financial Officer
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Exhibit 99.1
InMode Confirms Receipt of Unsolicited Proposal
YOKNEAM, Israel – June 24, 2026 – InMode Ltd. (Nasdaq: INMD) (the "Company") today announced that, on June 17, 2026, its Board of Directors (the "Board") received an unsolicited proposal from M.N. Business Strategy,
Ltd. ("MN Business Strategy") 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 (the "Proposal"). 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.
About InMode Ltd.
The Company is a leading global provider of innovative medical technologies. The Company develops, manufactures and markets devices harnessing novel radiofrequency ("RF") technology. The Company strives to enable new
emerging surgical procedures as well as improve existing treatments. The Company has leveraged its medically accepted minimally invasive RF technologies to offer a comprehensive line of products across several categories for plastic surgery,
gynecology, dermatology, otolaryngology and ophthalmology. For more information about the Company and its wide array of medical technologies, visit www.inmodemd.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. In
some cases, forward-looking statements can be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or the negative of those terms or
other comparable terminology. Forward-looking statements in this press release include, but are not limited to, statements regarding the Proposal, the special committee's review and evaluation of the Proposal, the potential consummation of any
transaction and the Company's future plans, objectives, expectations and intentions. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, performance or achievements to be
materially different from those expressed or implied. Such factors include, among others: uncertainties as to whether the special committee will determine that the Proposal or any alternative transaction is in the best interests of the Company and
its shareholders; the risk that the Proposal may be withdrawn or modified; the possibility that competing offers or alternatives may or may not emerge; the risk that any transaction may not be consummated on the terms or timeline currently
contemplated, or at all; and the other risks described in the Company's filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information,
future events or otherwise except as required by law.
Contacts
Miri Segal-Scharia
MS-IR LLC
ir@inmodemd.com