6-K

InMode Ltd. (INMD)

6-K 2025-11-05 For: 2025-11-05
View Original
Added on April 04, 2026

SECURITIES AND EXCHANGE COMMISSION

  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

For the month of November 2025

INMODE LTD.

  ![](image0.jpg)

(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 ☒


Results of Operations and Financial Condition

On November 5, 2025, InMode Ltd. (the “Company”) announced its third quarter 2025 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Legal Proceedings

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. On February 14, 2024, a purported shareholder of the Company filed a putative shareholder class action (the “Securities Class Action”) in the United States District Court for the Central District of California (the “Court”), captioned Cement Masons and Plasterers Local No. 502 Pension Fund v. InMode Ltd. et al., Case No. 2:24-cv-01219, against the Company and certain of its officers and directors. The complaint alleges claims under Sections 10(b) and 20(a) of the Exchange Act based on allegedly false or misleading statements related to the Company’s business, operations, sales practices and financial outlook. The lawsuit seeks unspecified damages and other relief. On April 16, 2024, multiple shareholders moved to be appointed lead plaintiff. On December 4, 2024, the Court entered an order appointing a group of shareholder funds as the lead plaintiffs. On January 31, 2025, the lead plaintiffs filed an amended complaint. The amended complaint purportedly brings claims on behalf of purchasers of the Company’s ordinary shares between February 18, 2020 and December 6, 2023, inclusive.

On April 11, 2025, the Company filed a motion to dismiss the amended complaint, asserting, among other arguments, that the allegations in the amended complaint are legally insufficient and fail to support the lead plaintiffs’ claims. On June 20, 2025, the lead plaintiffs filed an opposition to the Company’s motion to dismiss, and on July 21, 2025, the Company filed a reply in support its motion to dismiss. The motion to dismiss is fully briefed as of July 21, 2025 and remains pending before the Court. On September 12, 2025, the Court entered an order dismissing 19 of the 24 statements put forth by the plaintiffs and providing an opportunity to replead. On October 14, 2025, the plaintiffs filed a second amended complaint, which alleges the same claims and time period as the amended complaint. The Company intend to file a motion to dismiss the second amended complaint.

As of the date of this filing, the Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in the Securities Class Action, and an estimated liability has not been recorded in the Company’s financial statements. The defendants intend to continue to deny the allegations of wrongdoing and vigorously defend against the claims in the Securities Class Action.

Exhibit No. Description of Exhibit
99.1 Press Release dated November 5, 2025

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.

InMode Ltd.
By: /s/ Moshe Mizrahy
Moshe Mizrahy
November 5, 2025 Chief Executive Officer


Exhibit 99.1

InMode Reports Third Quarter 2025 Financial Results: Quarterly Revenue of $93.2 Million, 78%

Gross Margins

YOKNEAM, Israel, November 5, 2025 - InMode Ltd. (Nasdaq: INMD) (“InMode”), a leading global provider of innovative medical technologies, today announced its consolidated financial results for the third quarter ended September 30, 2025.

Third Quarter 2025 Highlights:

●     Quarterly GAAP revenues of $93.2 million, compared to $130.2 million in the third quarter of 2024, which included $31.9 million of pre-order sales.
●     Quarterly revenues from consumables and service of $19.9 million, an increase of 26% compared to the third quarter of 2024.<br><br> <br>●      GAAP operating income of $20.9 million. *Non-GAAP operating income was $23.6 million.<br><br> <br>●      Total cash position of $532.3 million as of September 30, 2025, including cash and cash equivalents, marketable securities and short-term bank deposits.
U.S. GAAP Results<br><br> <br>(U.S. dollars in thousands, except for per share data)
--- --- ---
Q3 2025 Q3 2024
Revenues $93,165 $130,232<br><br> <br>(including $31.9M of pre-order sales)
Gross Margins 78% 82%
Net Income $21,863 $50,990
Earnings per Diluted Share $0.34 $0.65
*Non-GAAP Results<br><br> <br>(U.S. dollars in thousands, except for per share data)
--- --- ---
Q3 2025 Q3 2024
Gross Margins 78% 82%
Net Income $24,532 $54,971
Earnings per Diluted Share $0.38 $0.70

*Please refer to “Use of Non-GAAP Financial Measures” below for important information about non-GAAP financial measures. A reconciliation between U.S. GAAP and non-GAAP Statement of Income is provided following the financial statements that are included in this release. Non-GAAP results exclude share-based compensation and related tax adjustments.

Management Comments

“The third quarter progressed in line with our expectations, even as broader economic conditions continued to present challenges,” said Moshe Mizrahy, Chief Executive Officer of InMode. “Consumer sentiment remains cautious, and global uncertainties persist. Nonetheless, our team remains focused, executing with discipline and investing in the strategic areas that will fuel our long-term trajectory.

“On the corporate front, we are excited to welcome Michael Dennison as our new President of North America.  Michael has been with InMode since 2018 and his proven leadership and industry expertise will be instrumental in advancing our regional strategy, deepening customer engagement, and supporting InMode’s sustainable growth,” Mizrahy concluded.

Yair Malca, Chief Financial Officer of InMode, added, “Gross margins in the third quarter were in line with expectations and reflected our proactive planning around tariff impacts.”


Third Quarter 2025 Financial Results

Total revenues for the third quarter of 2025 were $93.2 million.  In the third quarter of 2024, revenues were $130.2 million (including $31.9 million in revenue from first half of 2024 pre-orders).

GAAP and a *non-GAAP gross margin for the third quarter was 78%, compared to a gross margin of 82% for the third quarter of 2024.

GAAP operating margin for the third quarter of 2025 was 22%, compared to 37% in the third quarter of 2024. *Non-GAAP operating margin for the third quarter of 2025 was 25%, compared to 40% for the third quarter of 2024.

GAAP operating margin for the nine months ended September 30, 2025, was 22% compared to 29% for the same period in 2024. *Non-GAAP operating margin for the nine months ended September 30, 2025, was 26% compared to 33% for the same period in 2024. The decline in operating margins across both the quarterly and year-to-date periods primarily reflects lower sales in the U.S., which is the company’s most profitable region.

InMode reported GAAP net income of $21.9 million, or $0.34 per diluted share, in the third quarter of 2025, compared to $51.0 million, or $0.65 per diluted share, in the third quarter of 2024. On a *non-GAAP basis, InMode reported net income of $24.5 million, or $0.38 per diluted share, in the third quarter of 2025, compared to $55.0 million, or $0.70 per diluted share, in the third quarter of 2024.

As of September 30, 2025, InMode had cash and cash equivalents, marketable securities and short-term bank deposits of $532.3 million.

2025 Financial Outlook

Management provided an outlook for the full year of 2025 ending December 31, 2025. Based on our current estimates, management expects:

Revenues remain the same as in previous guidance between $365 million to $375 million
*Non-GAAP gross margin remains the same as in previous guidance between 78% and 80%
--- ---
*Non-GAAP income from operations remains the same as in previous guidance to be between $93 million and $98 million
--- ---
*Non-GAAP earnings per diluted share remain the same as in previous guidance between $1.55 to $1.59
--- ---

This outlook is not a guarantee of future performance, and stockholders should not rely on such forward-looking statements. See “Forward-Looking Statements” for additional information.

*Please refer to “Use of Non-GAAP Financial Measures” below for important information about non-GAAP financial measures. A reconciliation between U.S. GAAP and non-GAAP Statement of Income is provided following the financial statements that are included in this release. Non-GAAP results exclude share-based compensation and related tax adjustments.

The Current Situation in Israel

Regarding the current situation in Israel, on October 10, 2025, a new cease-fire agreement between Hamas and Israel began, and the hostilities have formally paused after two years of conflicts. The scope and severity of ongoing conflicts in Gaza, Northern Israel, Lebanon, Iran, and the broader region are unpredictable and could escalate any time. To date, our operations have not been materially affected. We continue to monitor political and military developments closely and examine the consequences for our operations and assets.


Use of Non-GAAP Financial Measures

In addition to InMode’s operating results presented in accordance with GAAP, this release contains certain non-GAAP financial measures including non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP operating margin. Because these measures are used in InMode’s internal analysis of financial and operating performance, management believes they provide investors with greater transparency of its view of InMode’s economic performance. Management also believes the presentation of these measures, when analyzed in conjunction with InMode’s GAAP operating results, allows investors to more effectively evaluate and compare InMode’s performance to that of its peers, although InMode’s presentation of its non-GAAP measures may not be strictly comparable to the similarly titled measures of other companies. Schedules reconciling each of these non-GAAP financial measures are provided as a supplement to this release.

Conference Call Information

Mr. Moshe Mizrahy, Chief Executive Officer, Dr. Michael Kreindel, Co-Founder and Chief Technology Officer, Mr. Yair Malca, Chief Financial Officer will host a conference call today, November 5, 2025, at 8:30 a.m. Eastern Time to discuss the third quarter 2025 financial results.

The Company encourages participants to pre-register for the conference call using the following link:

https://dpregister.com/sreg/10202681/ffd9babcf8. Callers will receive a unique dial-in number upon registration, which enables immediate access to the call. Participants may pre-register at any time, including up to and after the call start time.

For callers who opt out of pre-registration, please dial one of the following teleconferencing numbers. Please begin by placing your call 10 minutes before the conference call commences. If you are unable to connect using the toll-free number, please try the international dial-in number.

U.S. Toll-Free Dial-in Number: 1-833-316-0562

Israel Toll- Free Dial-in Number: 1-80-921-2373

International Dial-in Number: 1-412-317-5736

Webcast URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=JfIdKlTZ

At:

8:30 a.m. Eastern Time

5:30 a.m. Pacific Time

The conference call will also be webcast live from a link on InMode's website at https://inmodeinvestors.com/events-presentations/. A replay of the conference call will be available from November 5, 2025, at 12 p.m. Eastern Time to November 19, 2025, at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers:

Replay Dial-in U.S TOLL-FREE: 1-877-344-7529

Replay Dial-in Canada TOLL-FREE: 1-855-669-9658

Replay Dial-in TOLL/INTERNATIONAL: 1-412-317-0088

Replay Pin Number: 2676014

To access the replay using an international dial-in number, please select the link below:

https://services.choruscall.com/ccforms/replay.html

A replay of the conference call will also be available for 90 days on InMode's website at https://inmodeinvestors.com/events-presentations/.


About InMode

InMode is a leading global provider of innovative medical technologies. InMode develops, manufactures, and markets devices harnessing novel radio frequency (“RF”) technology. InMode strives to enable new emerging surgical procedures as well as improve existing treatments. InMode 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 InMode, please visit www.inmodemd.com.

Forward-Looking Statements

The information in this press release includes forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or InMode's future financial or operating performance, including the 2025 revenue projection described above. Actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. In some cases, you can identify these statements because they contain words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would" and similar expressions that concern our expectations, strategic plans or intentions. Forward-looking statements are based on management's current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Consequently, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in InMode's Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 4, 2025, and our future public filings. InMode undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which pertain only as of the date of this press release.

Company Contact:<br><br> <br>Yair Malca<br><br> <br>Chief Financial Officer<br><br> <br>Phone: (949) 305-0108<br><br> <br>Email: Yair.Malca@inmodemd.com Investor Relations Contact:<br><br> <br>Miri Segal<br><br> <br>MS-IR LLC<br><br> <br>Email: ir@inmodemd.com

INMODE LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in thousands, except for per share data)

(Unaudited)

Three months ended<br><br> September 30, Nine months ended<br><br> September 30,
2025 2024 2025 2024
REVENUES 93,165 130,232 266,641 296,965
COST OF REVENUES 20,856 24,055 56,971 57,536
GROSS PROFIT 72,309 106,177 209,670 239,429
OPERATING EXPENSES:
Research and development 3,543 3,254 9,810 10,470
Sales and marketing 44,970 51,863 132,171 136,713
General and administrative 2,899 2,799 8,293 7,579
TOTAL OPERATING EXPENSES 51,412 57,916 150,274 154,762
OPERATIONS INCOME 20,897 48,261 59,396 84,667
Finance income, net 4,721 9,918 19,642 26,592
INCOME BEFORE INCOME TAXES 25,618 58,179 79,038 111,259
INCOME TAXES 3,755 7,189 12,232 12,755
NET INCOME 21,863 50,990 66,806 98,504
EARNINGS PER SHARE:
Basic 0.35 0.66 1.03 1.20
Diluted 0.34 0.65 1.02 1.19
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF EARNINGS PER SHARE (in thousands)
Basic 63,291 77,022 65,072 81,795
Diluted 63,868 77,908 65,727 83,016

INMODE LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Assets
CURRENT ASSETS:
Cash and cash equivalents 252,437 155,329
Marketable securities 121,518 267,688
Short-term bank deposits 158,353 173,455
Accounts receivable, net of allowance for credit losses 38,095 36,335
Prepaid expense and other receivables 24,485 22,097
Inventories 71,403 59,548
TOTAL CURRENT ASSETS 666,291 714,452
NON-CURRENT ASSETS:
Accounts receivable, net of allowance for credit losses 2,350 3,176
Deferred income tax asset 54,104 56,285
Operating lease right-of-use assets 8,922 8,732
Property and equipment, net 2,238 2,322
Other investments 700 700
TOTAL NON-CURRENT ASSETS 68,314 71,215
TOTAL ASSETS 734,605 785,667
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Accounts payable 16,723 13,782
Contract liabilities 15,099 16,755
Other liabilities 36,508 39,314
TOTAL CURRENT LIABILITIES 68,330 69,851
NON-CURRENT LIABILITIES:
Contract liabilities 3,126 3,336
Other liabilities 4,171 3,356
Operating lease liabilities 5,593 5,311
TOTAL NON-CURRENT LIABILITIES 12,890 12,003
TOTAL LIABILITIES 81,220 81,854
TOTAL SHAREHOLDERS’ EQUITY 653,385 703,813
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 734,605 785,667

INMODE LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

Three months ended<br><br> September 30, Nine months ended<br><br> September 30,
2025 2024 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 21,863 50,990 66,806 98,504
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 156 138 521 480
Share-based compensation expenses 2,696 3,981 8,632 13,122
Change in allowance for credit losses of trade receivable 106 130 159 414
Loss on marketable securities, net 11 29 14 170
Finance expenses (income), net 3,147 3,863 1,260 (5,934 )
Deferred income taxes 602 35 2,064 (58 )
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable (2,353 ) (2,570 ) (1,094 ) 1,924
Increase in other receivables (147 ) (860 ) (2,403 ) (7,577 )
Increase in inventories (3,293 ) (5,657 ) (11,855 ) (13,189 )
Increase (decrease) in accounts payable (759 ) (1,235 ) 2,941 347
Increase (decrease) in other liabilities 564 11,722 (2,596 ) 6,160
Increase (decrease) in contract liabilities (current and non-current) 1,874 (26,517 ) (1,866 ) 5,859
Net cash provided by operating activities 24,467 34,049 62,583 100,222
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in short-term deposits (153,904 ) (78,390 ) (178,904 ) (164,687 )
Proceeds from short-term deposits 103,390 138,140 189,687 151,640
Purchase of fixed assets (134 ) (77 ) (438 ) (435 )
Purchase of marketable securities - (90,820 ) (20,877 ) (276,513 )
Proceeds from sale of marketable securities 14,211 22,233 17,214 69,608
Proceeds from maturity of marketable securities 48,105 122,969 152,127 304,777
Net cash provided by investing activities 11,668 114,055 158,809 84,390
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of ordinary shares - (76,556 ) (127,444 ) (165,536 )
Exercise of options 249 565 1,248 1,194
Net cash provided by (used in) financing activities 249 (75,991 ) (126,196 ) (164,342 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (184 ) 728 1,912 157
NET INCREASE IN CASH AND CASH EQUIVALENTS 36,200 72,841 97,108 20,427
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 216,237 91,997 155,329 144,411
CASH AND CASH EQUIVALENTS AT END OF PERIOD 252,437 164,838 252,437 164,838

INMODE LTD.

CONDENSED CONSOLIDATED FINANCIAL HIGHLIGHTS

(U.S. dollars in thousands, except for per share data)

(Unaudited)

Three months ended September 30, Nine months ended September 30,
2025 2024 2025 2024
Revenues by Category:
Capital Equipment revenues - United States 45,203 49 % 85,734 66 % 115,398 44 % 151,392 51 %
Capital Equipment revenues - International 28,063 30 % 28,662 22 % 91,329 34 % 86,191 29 %
Total Capital Equipment revenues 73,266 79 % 114,396 88 % 206,727 78 % 237,583 80 %
Consumables and service revenues 19,899 21 % 15,836 12 % 59,914 22 % 59,382 20 %
Total Revenue 93,165 100 % 130,232 100 % 266,641 100 % 296,965 100 %
Three months ended September 30, Nine months ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 2025 2024
% % % %
United States International Total United States International Total United States International Total United States International Total
Revenues by Technology:
Minimal-Invasive 75 76 75 95 77 90 79 79 80 90 82 88
Hands-Free 2 1 2 4 3 4 3 2 2 7 3 5
Non-Invasive 23 23 23 1 20 6 18 19 18 3 15 7
100 100 100 100 100 100 100 100 100 100 100 100

INMODE LTD.

RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF

INCOME TO NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(U.S. dollars in thousands, except for per share data)

(Unaudited)

Three months ended September 30, 2025 Three months ended September 30, 2024
GAAP Share Based<br><br> Compensation Non-GAAP GAAP Share Based<br><br> Compensation Non-GAAP
REVENUES 93,165 - 93,165 130,232 - 130,232
COST OF REVENUES 20,856 (343 ) 20,513 24,055 (481 ) 23,574
GROSS PROFIT 72,309 343 72,652 106,177 481 106,658
OPERATING EXPENSES:
Research and development 3,543 (274 ) 3,269 3,254 (890 ) 2,364
Sales and marketing 44,970 (1,804 ) 43,166 51,863 (2,300 ) 49,563
General and administrative 2,899 (275 ) 2,624 2,799 (310 ) 2,489
TOTAL OPERATING EXPENSES 51,412 (2,353 ) 49,059 57,916 (3,500 ) 54,416
OPERATIONS INCOME 20,897 2,696 23,593 48,261 3,981 52,242
Finance income, net 4,721 - 4,721 9,918 - 9,918
INCOME BEFORE INCOME TAXES 25,618 2,696 28,314 58,179 3,981 62,160
INCOME TAXES 3,755 27 3,782 7,189 - 7,189
NET INCOME 21,863 2,669 24,532 50,990 3,981 54,971
EARNINGS PER SHARE:
Basic 0.35 0.39 0.66 0.71
Diluted 0.34 0.38 0.65 0.70
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF EARNINGS PER SHARE (in thousands)
Basic 63,291 63,291 77,022 77,022
Diluted 63,868 64,531 77,908 78,548

Nine months ended September 30, 2025 Nine months ended September 30, 2024
GAAP Share Based<br><br> Compensation Non-GAAP GAAP Share Based<br><br> Compensation Non-GAAP
REVENUES 266,641 - 266,641 296,965 - 296,965
COST OF REVENUES 56,971 (987 ) 55,984 57,536 (1,361 ) 56,175
GROSS PROFIT 209,670 987 210,657 239,429 1,361 240,790
OPERATING EXPENSES:
Research and development 9,810 (783 ) 9,027 10,470 (1,877 ) 8,593
Sales and marketing 132,171 (6,096 ) 126,075 136,713 (9,007 ) 127,706
General and administrative 8,293 (766 ) 7,527 7,579 (877 ) 6,702
TOTAL OPERATING EXPENSES 150,274 (7,645 ) 142,629 154,762 (11,761 ) 143,001
OPERATIONS INCOME 59,396 8,632 68,028 84,667 13,122 97,789
Finance income, net 19,642 - 19,642 26,592 - 26,592
INCOME BEFORE INCOME TAXES 79,038 8,632 87,670 111,259 13,122 124,381
INCOME TAXES 12,232 (628 ) 11,604 12,755 - 12,755
NET INCOME 66,806 9,260 76,066 98,504 13,122 111,626
EARNINGS PER SHARE:
Basic 1.03 1.17 1.20 1.36
Diluted 1.02 1.15 1.19 1.34
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF EARNINGS PER SHARE (in thousands)
Basic 65,072 65,072 81,795 81,795
Diluted 65,727 66,199 83,016 83,536