InMode Ltd. (NASDAQ: INMD) shareholder Steel Partners Holdings L.P. is losing patience. In an open letter Monday morning, Steel set an October 30 expiration for its $16.75-per-share all-cash offer for the aesthetic medical device maker. It also accused InMode’s board of stonewalling the bid and said it will seek to replace the directors if no deal emerges. InMode shares closed Friday at $14.16, about 18% below Steel’s offer price.

Key Points

• Steel Partners set an October 30, 2026 expiration for its $16.75-per-share cash offer for up to 100% of InMode, first proposed on July 9.
• Steel says InMode has not signed a nondisclosure agreement or opened a data room in more than three months.
• A competing $16.20-per-share bid led by CEO Moshe Mizrahy expired in September without a deal, leaving Steel’s offer as the only one outstanding.
• If its offer lapses, Steel plans to pursue legal remedies and seek to replace InMode’s board.

InMode (NASDAQ: INMD) Board Accused of Blocking Due Diligence

Steel, a long-standing InMode shareholder, laid out a detailed list of complaints in the letter. It said it has been ready to sign a simple NDA since July and even flew to Tel Aviv to meet each member of InMode’s special committee. However, it said every NDA InMode proposed required Steel to give up shareholder rights. Steel also said the committee won’t move forward unless Steel drops its lawsuits against individual directors, even though Steel offered to pause them during talks.

Steel argues that InMode’s directors aren’t independent enough to weigh an outside bid against one from their own CEO. It pointed to overlapping board seats with Mizrahy, related-party deals approved by the same directors, and a CEO-led buyer group that included InMode’s own manufacturer and its UK distributor.

“Shareholders deserve a fair process,” Steel wrote in the letter, signed by Executive Chairman Warren G. Lichtenstein. It added that InMode’s conduct has not matched its July promise of the “highest standards of corporate governance, transparency, and objectivity.”

Steel Points to Slumping Results

Steel also argued that InMode’s business is weakening under current leadership. In the second quarter, revenue was flat at $95.6 million. Gross margin fell to 75% from 80%, and non-GAAP operating margin dropped to 17% from 28%. InMode also cut its full-year non-GAAP operating income guidance to $68 million to $73 million. Steel said that was the sixth guidance cut since February 2024, and noted that InMode has stopped holding earnings calls.

For its part, InMode said on October 13 that it expects third-quarter revenue of about $92 million and reiterated full-year revenue guidance of $365 million to $375 million. It will report full results on November 11.

What’s Next for InMode (NASDAQ: INMD) Shareholders

When Steel first made its offer in July, the $16.75 price represented about a 20% premium to InMode’s unaffected share price of $13.95. The offer has no financing contingency, and existing shareholders could roll over up to 40% of their equity into a privately held InMode.

With the deadline 11 days away, the pressure is now on InMode’s board. If it doesn’t engage, Steel has said it will pursue “all available remedies” and run a campaign to put shareholder-chosen directors on the board. InMode is a member of the PRISM MedTech Index and has a market value of about $815 million.

The post Steel Partners Sets October 30 Deadline on Its $16.75 InMode Bid, Escalates Fight With the Board appeared first on PRISM MarketView.

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