6-K - INMD - Equibles

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 July 2025

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 ☒

Results of Operations and Financial Condition

On July 30, 2025, InMode Ltd. (the “Company”) announced its second 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.

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<br> July 30, 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
July 30, 2025	Chief Executive Officer

Exhibit 99.1

InMode Reports Second Quarter 2025 Financial Results: Quarterly Revenue of $95.6 Million,

80% Gross Margins

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

Second Quarter 2025 Highlights:

●	Quarterly GAAP<br> revenues of $95.6 million, compared to $86.4 million in the second quarter of 2024.
●	Quarterly<br> revenues from consumables and service of $19.8 million, a decrease of 6% compared to the second quarter of 2024.
---	---
●	GAAP operating<br> income of $22.9 million, *non-GAAP operating income of $26.3 million.
---	---
●	Total cash<br> position of $510.7 million as of June 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)
---
	Q2 2025	Q2 2024
---	---	---
Revenues	$95,602	$86,449
Gross Margins	80%	80%
Net Income	$26,742	$23,818
Earnings per Diluted Share	$0.42	$0.28
*Non-GAAP Results<br><br> <br>(U.S. dollars in thousands, except for per share data)
---
	Q2 2025	Q2 2024
---	---	---
Gross Margins	80%	81%
Net Income	$30,139	$28,976
Earnings per Diluted Share	$0.47	$0.34

*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 second quarter reflects the broader trends we’ve seen in recent months, with persistent external headwinds, including ongoing macroeconomic uncertainty and a more cautious consumer behavior,” said Moshe Mizrahy, Chief Executive Officer of InMode. “While these factors have impacted our results, we remain disciplined in our execution and committed to investing in the capabilities and growth drivers that will enable us to emerge stronger and deliver sustainable long-term value.

“Although broader economic challenges in the U.S. impacted our overall performance this quarter, our international business provided a certain offset. Once again, sales generated from Europe reached a record high in the second quarter,” Mizrahy concluded.

Yair Malca, Chief Financial Officer of InMode, added, “Our strong balance sheet is a key asset in these uncertain times, giving us the flexibility to retain top talent, expand globally, and continue leading the industry with cutting-edge technologies. Finally, assuming U.S. tariffs remain at their current level of 10%, we expect gross margins to be impacted by approximately 2% to 3%. We continue to evaluate options to mitigate the effects of these tariffs,” Malca concluded.

Second Quarter 2025 Financial Results

Total revenues for the second quarter of 2025 were $95.6 million. In the second quarter of 2024, revenues were $86.4 million, excluding $16.2 million in pre-orders for new platforms which had not yet been delivered by quarter-end.

GAAP gross margin for the second quarter remained steady at 80%, consistent with the second quarter of 2024. *On a non-GAAP basis, gross margin was 80%, compared to 81% last year.

GAAP operating margin for the second quarter of 2025 was 24%, compared to 21% in the second quarter of 2024. *Non-GAAP operating margin for the second quarter of 2025 was 28% compared to 27% for the second quarter of 2024.

InMode reported GAAP net income of $26.7 million, or $0.42 per diluted share, in the second quarter of 2025, compared to $23.8 million, or $0.28 per diluted share, in the second quarter of 2024. On a *non-GAAP basis, InMode reported net income of $30.1 million, or $0.47 per diluted share, in the second quarter of 2025, compared to $29.0 million, or $0.34 per diluted share, in the second quarter of 2024.

As of June 30, 2025, InMode had cash and cash equivalents, marketable securities and short-term bank deposits of $510.7 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 between $365 to $375 million, compared to prior guidance of $395 million to $405 million
●	*Non-GAAP gross margin remains the same as in previous guidance between 78% and 80%
---	---
●	*Non-GAAP income from operations to be between $93 million and $98 million, compared to previous guidance of $101 million to $106 million
---	---
●	*Non-GAAP earnings per diluted share between $1.55 to $1.59, compared to previous guidance of $1.64 to $1.68
---	---

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.

The Current Situation in Israel

Regarding the current situation in Israel, the conflict in the region remains volatile. A ceasefire between Israel and Hamas began in January 2025 but collapsed in March. On June 13, Israel launched a pre-emptive strike on Iran, prompting retaliatory missile and drone attacks. A ceasefire between Israel and Iran was reached on June 23, though its durability remains uncertain. The scope and severity of ongoing conflicts in Gaza, Northern Israel, Lebanon, Iran, and the broader region are unpredictable and could escalate further. 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, July 30, 2025, at 8:30 a.m. Eastern Time to discuss the second quarter 2025 financial results.

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

https://dpregister.com/sreg/10201337/ff895a1432.

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=LXTC7h0D

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://inmodemd.com/investors/events-presentations/. A replay of the conference call will be available from July 30, 2025, at 12 p.m. Eastern Time to August 13, 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: 4085483

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://inmodemd.com/investors/.

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> June 30,				Six months ended<br><br> June 30,
	2025		2024		2025		2024
REVENUES		95,602		86,449		173,476		166,733
COST OF REVENUES		19,152		17,116		36,115		33,481
GROSS PROFIT		76,450		69,333		137,361		133,252
OPERATING EXPENSES:
Research and development		3,372		3,698		6,267		7,216
Sales and marketing		47,474		45,055		87,201		84,850
General and administrative		2,723		2,266		5,394		4,780
TOTAL OPERATING EXPENSES		53,569		51,019		98,862		96,846
OPERATIONS INCOME		22,881		18,314		38,499		36,406
Finance income, net		8,062		8,690		14,921		16,674
INCOME BEFORE INCOME TAXES		30,943		27,004		53,420		53,080
INCOME TAXES		4,201		3,186		8,477		5,566
NET INCOME		26,742		23,818		44,943		47,514
EARNINGS PER SHARE:
Basic		0.42		0.28		0.68		0.56
Diluted		0.42		0.28		0.68		0.55
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF EARNINGS PER SHARE (in thousands)
Basic		63,252		83,878		65,982		84,205
Diluted		63,637		85,890		66,540		86,520

INMODE LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


Assets
CURRENT ASSETS:
Cash and cash equivalents	216,237	155,329
Marketable securities	183,388	267,688
Short-term bank deposits	111,058	173,455
Accounts receivable, net of allowance for credit losses	35,654	36,335
Prepaid expense and other receivables	24,334	22,097
Inventories	68,110	59,548
TOTAL CURRENT ASSETS	638,781	714,452
NON-CURRENT ASSETS:
Accounts receivable, net of allowance for credit losses	2,545	3,176
Deferred income tax asset	54,763	56,285
Operating lease right-of-use assets	9,299	8,732
Property and equipment, net	2,260	2,322
Other investments	700	700
TOTAL NON-CURRENT ASSETS	69,567	71,215
TOTAL ASSETS	708,348	785,667
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Accounts payable	17,482	13,782
Contract liabilities	12,996	16,755
Other liabilities	36,056	39,314
TOTAL CURRENT LIABILITIES	66,534	69,851
NON-CURRENT LIABILITIES:
Contract liabilities	3,355	3,336
Other liabilities	3,919	3,356
Operating lease liabilities	6,103	5,311
TOTAL NON-CURRENT LIABILITIES	13,377	12,003
TOTAL LIABILITIES	79,911	81,854
TOTAL SHAREHOLDERS’ EQUITY	628,437	703,813
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	708,348	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> June 30,						Six months ended<br><br> June 30,
	2025			2024			2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		26,742			23,818			44,943			47,514
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		191			177			365			342
Share-based compensation expenses		3,418			5,158			5,936			9,141
Change in allowance for credit losses of trade receivable		147			97			53			284
Loss on marketable securities, net		5			112			3			141
Finance income, net		(313	)		(5,040	)		(1,887	)		(9,797	)
Deferred income taxes		566			(56	)		1,462			(93	)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(3,285	)		(4,814	)		1,259			4,494
Decrease (increase) in other receivables		1,276			(4,048	)		(2,256	)		(6,717	)
Increase in inventories		(4,329	)		(1,025	)		(8,562	)		(7,532	)
Increase in accounts payable		2,430			2,325			3,700			1,582
Increase (decrease) in other liabilities		127			2,241			(3,160	)		(5,562	)
Increase (decrease) in contract liabilities (current and non-current)		(2,903	)		23,114			(3,740	)		32,376
Net cash provided by operating activities		24,072			42,059			38,116			66,173
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in short-term deposits		(25,000	)		(55,000	)		(25,000	)		(86,297	)
Proceeds from short-term deposits		55,000			13,500			86,297			13,500
Purchase of fixed assets		(219	)		(246	)		(304	)		(358	)
Purchase of marketable securities		-			(64,129	)		(20,877	)		(185,693	)
Proceeds from sale of marketable securities		-			33,910			3,003			47,375
Proceeds from maturity of marketable securities		41,875			89,690			104,022			181,808
Net cash provided by (used in) investing activities		71,656			17,725			147,141			(29,665	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of ordinary shares		(27,484	)		(88,980	)		(127,444	)		(88,980	)
Exercise of options		505			395			999			629
Net cash used in financing activities		(26,979	)		(88,585	)		(126,445	)		(88,351	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		1,540			(132	)		2,096			(571	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		70,289			(28,933	)		60,908			(52,414	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		145,948			120,930			155,329			144,411
CASH AND CASH EQUIVALENTS AT END OF PERIOD		216,237			91,997			216,237			91,997

INMODE LTD.

CONDENSED CONSOLIDATED FINANCIAL HIGHLIGHTS

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

(Unaudited)

	Three months ended June 30,								Six months ended June 30,
	2025				2024				2025				2024
Revenues by Category:
Capital Equipment revenues - United States		40,653	42	%		34,799	41	%		70,195	40	%		65,658	39	%
Capital Equipment revenues - International		35,133	37	%		30,606	35	%		63,266	37	%		57,529	35	%
Total Capital Equipment revenues		75,786	79	%		65,405	76	%		133,461	77	%		123,187	74	%
Consumables and service revenues		19,816	21	%		21,044	24	%		40,015	23	%		43,546	26	%
Total Revenue		95,602	100	%		86,449	100	%		173,476	100	%		166,733	100	%
	Three months ended June 30,												Six months ended June 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		73		82		78		85		86		87		82		81		81		87		84		86
Hands-Free		4		2		3		11		4		7		3		2		3		9		3		6
Non-Invasive		23		16		19		4		10		6		15		17		16		4		13		8
		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 June 30, 2025							Three months ended June 30, 2024
	GAAP		Share Based<br><br> Compensation			Non-GAAP		GAAP		Share Based<br><br> Compensation			Non-GAAP
REVENUES		95,602		-			95,602		86,449		-			86,449
COST OF REVENUES		19,152		(334	)		18,818		17,116		(471	)		16,645
GROSS PROFIT		76,450		334			76,784		69,333		471			69,804
OPERATING EXPENSES:
Research and development		3,372		(287	)		3,085		3,698		(559	)		3,139
Sales and marketing		47,474		(2,529	)		44,945		45,055		(3,824	)		41,231
General and administrative		2,723		(268	)		2,455		2,266		(304	)		1,962
TOTAL OPERATING<br><br> EXPENSES		53,569		(3,084	)		50,485		51,019		(4,687	)		46,332
OPERATIONS INCOME		22,881		3,418			26,299		18,314		5,158			23,472
Finance income, net		8,062		-			8,062		8,690		-			8,690
INCOME BEFORE INCOME TAXES		30,943		3,418			34,361		27,004		5,158			32,162
INCOME TAXES		4,201		21			4,222		3,186		-			3,186
NET INCOME		26,742		3,397			30,139		23,818		5,158			28,976
EARNINGS PER SHARE:
Basic		0.42					0.48		0.28					0.35
Diluted		0.42					0.47		0.28					0.34
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF EARNINGS PER SHARE (in thousands)
Basic		63,252					63,252		83,878					83,878
Diluted		63,637					64,537		85,890					85,900

	Six months ended June 30, 2025							Six months ended June 30, 2024
	GAAP		Share Based<br><br> Compensation			Non-GAAP		GAAP		Share Based<br><br> Compensation			Non-GAAP
REVENUES		173,476		-			173,476		166,733		-			166,733
COST OF REVENUES		36,115		(644	)		35,471		33,481		(880	)		32,601
GROSS PROFIT		137,361		644			138,005		133,252		880			134,132
OPERATING EXPENSES:
Research and development		6,267		(509	)		5,758		7,216		(987	)		6,229
Sales and marketing		87,201		(4,292	)		82,909		84,850		(6,707	)		78,143
General and administrative		5,394		(491	)		4,903		4,780		(567	)		4,213
TOTAL OPERATING<br><br> EXPENSES		98,862		(5,292	)		93,570		96,846		(8,261	)		88,585
OPERATIONS INCOME		38,499		5,936			44,435		36,406		9,141			45,547
Finance income, net		14,921		-			14,921		16,674		-			16,674
INCOME BEFORE INCOME TAXES		53,420		5,936			59,356		53,080		9,141			62,221
INCOME TAXES		8,477		(655	)		7,822		5,566		-			5,566
NET INCOME		44,943		6,591			51,534		47,514		9,141			56,655
EARNINGS PER<br><br> SHARE:
Basic		0.68					0.78		0.56					0.67
Diluted		0.68					0.77		0.55					0.65
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF EARNINGS PER SHARE (in thousands)
Basic		65,982					65,982		84,205					84,205
Diluted		66,540					67,052		86,520					86,531