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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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InMode Ltd. (Name of Issuer) |
Ordinary Shares, par value NIS 0.01 per ordinary share (Title of Class of Securities) |
M5425M103 (CUSIP Number) |
Anna T. Pinedo Mayer Brown LLP, 1221 Avenue of the Americas New York, NY, 10020 (212) 506-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | M5425M103 |
| 1 |
Name of reporting person
Moshe Mizrahy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,499,226.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*This calculation is based on 69,558,570 ordinary shares of the Issuer outstanding as of December 31, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value NIS 0.01 per ordinary share | |
| (b) | Name of Issuer:
InMode Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam,
ISRAEL
, 2069206. | |
Item 1 Comment:
This Schedule 13D relates to the Ordinary Shares (the "Shares"), of InMode Ltd, an Israeli company (the "Issuer"). The address of the principal executive office of the Issuer is Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam, 2069206, Israel. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, on behalf of Moshe Mizrahy (the "Reporting Person"). | |
| (b) | The address of the principal business and the principal office of the Reporting Person is Tavor Building, Sha'ar Yokneam, P.O. Box 533, Yokneam, 2069206, Israel. | |
| (c) | The principal occupation of the Reporting Person is serving as the Chief Executive Officer and member of the Board of Directors of the Issuer. | |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of Israel. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person acquired 1,524,196 Shares of the Issuer covered by this Schedule 13D, in multiple open market transactions for an aggregate purchase price of approximately US $23,858,317, including commissions, as further disclosed in Item 5(c) of this Schedule 13D, which is incorporated by reference herein. The source of funds for the purchase of such Shares of the Issuer was the personal funds of the Reporting Person. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.
The Reporting Person serves as Chief Executive Officer and member of the Board of Directors of the Issuer. In such capacities, the Reporting Person may engage in communications with the Issuer's Board of Directors, members of management, other shareholders, financial and legal advisers and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control. In addition, in these capacities, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.
The Reporting Person acquired beneficial ownership of the Shares for investment purposes and intends to review his investment in the Issuer on a continuing basis. Accordingly, the Reporting Person may acquire additional Shares or other securities of the Issuer or sell or otherwise dispose of any or all of the Shares or other securities of the Company that the Reporting Person beneficially owns. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. | |
| (b) | Number of shares as to which the Reporting Person has
(i) sole power to vote or direct the vote
See Item 7 on the cover page(s) hereto.
(ii) shared power to vote or direct the vote
See Item 8 on the cover page(s) hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover page(s) hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover page(s) hereto. | |
| (c) | None. | |
| (d) | No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares of the Issuer covered by this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In his capacity as Chief Executive Officer and member of the Board of Directors of the Issuer, the Reporting Person may be entitled to receive cash compensation and equity compensation, including options or other equity awards, pursuant to the Issuer's 2018 Incentive Plan. Such compensation may be based on the Issuer meeting or exceeding certain annual revenue amounts during specified calendar years. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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