\nWarns Board Against Accepting Conflict-Ridden Proposal of $16.20 Per Share, Which Falls Well Below Bids of $18.00+ Per Share that Were Previously Rejected<\/i><\/p>
\nQuestions Whether CEO Mizrahy\u2019s Recent Comments Expressing Pessimistic View of the Company\u2019s Performance Were Designed to Condition the Market for His Group\u2019s Low Offer<\/i><\/p>
\nCalls on Company to Hire a Truly Independent Investment Bank and Run a Real Process \u2013 Free from Mr. Mizrahy\u2019s Interference \u2013 to Obtain Maximum Value for All Shareholders<\/i><\/p>
NEW YORK--(BUSINESS WIRE)--Steel Partners Holdings L.P. (together with its affiliates, \u201cSteel\u201d), a significant, long-standing shareholder of InMode Ltd. (\u201cInMode\u201d or the \u201cCompany\u201d), today issued a public letter to the Board of Directors (the \u201cBoard\u201d) of the Company. The full text of the letter is below.<\/p>
\nJune 30, 2026<\/p>
\nVIA ELECTRONIC MAIL<\/b><\/p>
\nInMode Ltd.\n
\nDear Members of the Board of Directors (the \u201cBoard\u201d):<\/p>
\nSteel Partners Holdings L.P. (together with its affiliates, \u201cSteel\u201d) is a significant, long-standing shareholder of InMode Ltd. (\u201cInMode\u201d or the \u201cCompany\u201d). We write in response to the take-private proposal from M.N. Business Strategy, Ltd. (\u201cMN Business Strategy\u201d), a group led by your own Chief Executive Officer, Moshe Mizrahy. Given Mr. Mizrahy\u2019s continued disregard for the U.S. securities laws described below, a copy of this letter is being provided to the U.S. Securities and Exchange Commission (the \u201cSEC\u201d).<\/p>
\nLet us be direct. What we have seen at InMode over the last six months is a series of disastrous governance failures that have created a situation wherein its own CEO may be able to acquire the Company at a price below what the Board previously rejected. Allowing this to happen would be a travesty for shareholders.<\/p>
\nMonths ago, this Board ran a strategic review, solicited bids, and rejected them as too low. Steel itself offered shareholders $18.00 per share<\/b> on January 28, 2026, for 51% of the Company, a 29% premium to the unaffected price of $13.95, yet your purported \u201cspecial committee\u201d never substantively responded. You held out for more. Therefore, we must ask how you can explain to your shareholders why you are now prepared to entertain a $16.20 per share proposal from your own CEO<\/b>, below Steel\u2019s prior offer and below the value this Board led shareholders to believe was inadequate. A management group offering less than an outside bidder is not maximizing shareholder value, and the fact that Mr. Mizrahy believes he has any chance of acquiring the Company at this price points to serious conflicts inside the boardroom and a profound disregard for independent shareholders\u2019 best interests.<\/p>
\nWhat makes matters worse is Mr. Mizrahy appears to have knowingly paved the way for his low-ball bid. After bids at or above $18.00 were turned away, Mr. Mizrahy spent months publicly managing expectations downward \u2014 guiding to a \u201cflat\u201d 2026, warning of \u201cpressure on margins,\u201d and publicly disparaging your own<\/i> retained banker, Bank of America, for doing a \u201clousy job.\u201d In a January 29, 2026 message to employees, he called InMode a \u201cfamily\u201d that is \u201cnot for sale\u201d \u2014 while your strategic review was still ongoing. At the April 13, 2026 Needham conference, he recited granular, non-public detail about the supposedly \u201cindependent\u201d process \u2014 the number of parties contacted, NDAs signed, presentations held, and bids received, each dismissed as \u201ctoo low.\u201d Those remarks are flatly inconsistent with his February 10, 2026 representation to investors that \u201cmanagement is not fully involved in this process.\u201d<\/p>
\nMr. Mizrahy plainly had his hands all over this process. A CEO, director and a controlling shareholder who tells the market the Company is not for sale during a sales process and depresses sentiment ahead of his own bid is acting without any regard for basic corporate governance. Instead, he seems focused only on personal gain.<\/p>
\nHis conduct following the conclusion of the \u201cstrategic alternatives process\u201d can now be clearly understood as part of the pattern of self-dealing at the expense of the Company\u2019s shareholders that has culminated in this offer. While telling the world the Company was not for sale, Mr. Mizrahy was buying it. Schedule 13D filings show he accumulated roughly 800,000 shares<\/b> in open-market purchases between February 24 and March 10, 2026 \u2014 in the narrow window surrounding material corporate events, including the March 13, 2026 buyback announcement that moved the stock nearly 6%. These purchases are consistent with trading while in possession of material non-public information and with usurpation of a corporate opportunity belonging to the Company and all of its shareholders. He then withheld the basic transaction detail the securities laws require, furnishing it only after Steel<\/i> \u2014 not this Board \u2014 forced the issue. The Board was, or should have been, fully informed of these purchases, yet made no attempt to pursue the prompt, independent investigation its fiduciary duties require.<\/p>
\nIf Mr. Mizrahy wanted to own InMode, he could have competed in the open process like any other bidder. Instead, he watched where bids landed, let them die, bought stock for himself, enlisted the Company\u2019s own manufacturer and distributor as partners, and now relies on a Board he plainly considers friendly, and which appears to be under his control, to wave it through. That he could expect such a reception is itself an indictment of this Board.<\/span><\/b><\/p> \nThe composition of the buyer group deepens our concerns. Alongside Mr. Mizrahy, the Company\u2019s CEO<\/b>, the group includes Jeffrey Royer, principal owner of Medimor<\/b>, InMode\u2019s main manufacturing facility, and Messrs. Eghiayan and Avedissian, the owners of Wigmore Medical<\/b>, InMode\u2019s UK distributor. A consortium of the Company\u2019s chief executive, its manufacturer, and its distributor bidding together for the whole Company presents acute conflict-of-interest, corporate-opportunity, and related-party concerns. The group even states it needs no further diligence, an open acknowledgment that this bid runs on inside knowledge public shareholders lack, and while it claims \u201cno financing contingency,\u201d its public filing discloses only a preliminary, non-binding term sheet from Bank Leumi and equity \u201cfrom internal sources\u201d \u2014 financing plainly not committed.<\/p> \nCompounding all of the foregoing, this Board cannot credibly evaluate a Mizrahy-led proposal as currently composed. We believe that under Israeli law Mr. Mizrahy is a \u201ccontrolling shareholder\u201d of InMode, which means his proposal is not a true arm\u2019s-length offer. As a controlling shareholder, any transaction with his group cannot lawfully proceed without approval by a duly constituted independent<\/span> committee, followed by approval of a special majority of the non-interested shareholders. Unfortunately, two of the three directors the Company designates as \u201cindependent\u201d are anything but. Ms. Hadar Ron serves on the board of Home Skinovations Ltd., a company chaired and significantly owned by Mr. Mizrahy that transacts with InMode, and her venture firm has reportedly invested in multiple Mizrahy-related ventures. Mr. Nadav Kenneth is reported to have co-founded and led Qrative\/InventiveIP alongside Mr. Mizrahy, a relationship that does not appear in the Company's own proxy materials. Directors with these ties cannot sit in judgment of a transaction that would deliver the Company to Mr. Mizrahy. Worse, these same conflicts call into question the legitimacy of the prior special committee: if directors tied to Mr. Mizrahy participated in or approved the outcome of the earlier strategic review while holding undisclosed personal interests, then that process was compromised from the start.<\/p> \nFrustratingly, according to the Schedule 13D, the MN Business Strategy proposal was delivered on June 15, 2026, and according to the Company's own announcement, the Board received it on June 17, 2026. In either case, the proposal was in hand before the Company issued the notice of its upcoming Annual General Meeting (the \u201cAGM\u201d) materials on June 18, yet shareholders were not told about it until June 24 \u2013 one day before the deadline for eligible shareholders to add items to the AGM agenda. That sequence stripped shareholders of their rights while a live management-led bid was on the table, and tainted the AGM along the way.<\/p> \nAccordingly, Steel calls upon the Board to immediately take the following steps:<\/b><\/p> \nThis Board still has the opportunity to do its job. We urge you to take it, and to act in the interests of all<\/i> shareholders \u2014 not those of the Chief Executive Officer to whom many of you appear beholden.<\/p> \nA copy of this letter is being provided to the SEC, and we intend to continue our engagement with the SEC and the Israel Securities Authority concerning the matters raised herein. Nothing in this letter shall be construed as a waiver of any rights, remedies, claims, or positions of Steel or its affiliates, all of which are expressly reserved.<\/p> \nSincerely,<\/p> \nWarren G. Lichtenstein\n\n