Believes the Board Should Approve and Execute a 10% Buyback in Q4 2025 and Another 10% Buyback in Q1 2026
Maintains Board Has Legal and Fiduciary Duty to Act in Best Interests of Shareholders
MIAMI, Sept. 9, 2025 /PRNewswire/ -- DOMA Perpetual Capital Management LLC, a significant stockholder of InMode Ltd. (NYSE: INMD) ("InMode"), today sent a letter to the Board of Directors of InMode (the "Board") urging the Board to return capital to shareholders.
The letter can be downloaded here
The full text of the letter follows:
September 9th, 2025
To the Board Members of InMode:
InMode's valuation has continued to contract. We believe this is partly due to management's chaotic leadership; one reason sales remain low is the detrimental decision to fire the head of sales for the US – the Company's largest market – without a clear plan for leadership and to increase sales in the region.i The Company's reputation and valuation suffer from management's consistent damaging comments regarding capital allocation, including CEO Moshe Mizrahy's recent assertion that buybacks have not been a good investment for shareholders and have shown no resultsii. Further, allowing Mr. Mizrahy to respond publicly to letters addressed to the Board – including a purposely misleading statement which thanked us for supporting him with our voteiii when, in fact, we voted against his re-election to the Board – shows the Company's governance structure and checks and balances must improve. Lastly, InMode's valuation has been negatively affected by management's constant guidance cuts, which have occurred quarter after quarter for multiple years now.iv Why would management persist in making these negative comments that are driving the stock price down?
Despite our concern over these issues, our motivation in sending this letter is not to underscore management's deleterious conduct; our aim is to remind the Board of its legal and fiduciary duties to InMode's shareholders. We contend the Board is not upholding its duty to act in our best interest. It must continue to return capital to the InMode's true owners: its shareholders.
The Company maintains 53% of its current market capitalization in cash with no debt and generates more than 10% of its entire market capitalization in cash each year, even with current lower sales.v There is no business justification to maintain such large sums of cash on the balance sheet, ignoring shareholder interests. The amount of cash InMode holds relative to the Company's size, extreme profitability, and zero debt is a unique case.
At this rate, in three years the Company will nearly hold its current market valuation in cashvi. The Board has a legal and fiduciary duty to act in the best interest of shareholders, returning that money to its owners in the most accretive way possible. We agree that a small dividend could be warranted to attract shareholders who like dividends or who can only hold a stock if it pays a dividend. However, after subtracting the $510 million cash position, the Company's market capitalization is only $455 million, implying that the Company is trading at roughly 3x future free cash flow and 3x future earnings.vii We believe the current, extremely depressed valuation of a company which possesses exceptional profitability and generates large amounts of cash every year represents a tremendous opportunity to continue returning money to shareholders.
The Board should approve and execute a 10% buyback before year-end, followed by another 10% buyback in the first quarter of 2026.
By our calculations, after executing a total buyback of 20% – and dependent on prices paid – at end of 2026, the Company should maintain a similar cash level to what it holds today. InMode would, in essence, merely be using its free cash flow to acquire new shares.