Civil Case (Haifa) 29536-07-26 SP STRATEGIC HOLDINGS LLC v. Inmod Ltd.

Decision

Introduction

1. Before a motion for temporary and temporary relief filed on July 10,2026 by SP STRATEGIC HOLDINGS LLC (Hereinafter: "The Applicant"), A shareholder in Inmod Ltd., according to which the court will order Inmod Ltd.  (hereinafter: "The Company") and to Mr. Moshe Mizrahi, Dr.  Michael Krindel, Dr.  Hadar Ron, Mr. Nadav Kenneth and Dr.  Shlomo Ness (hereinafter: "Respondents") who constitute the members of the Respondent's Board of Directors, to refrain from executing a decision that was made by the Respondent's Board of Directors and reported on June 24,2026 regarding the establishment of a special committee composed of independent directors (hereinafter: "The Special Committee") for the purpose of examining an offer to purchase the company's full shares submitted to the board of directors in June 2026 by a group of investors of which Mr. Mizrahi is a member.
2. The Respondent also petitioned To instruct the Company and the Respondents to refrain from convening the Special Committee, to implement and execute any action or decision deriving from the decision ordering the convening of the Special Committee, including to refrain from examining the proposal of the "Mizrahi Group", to refrain from making any decision, formulating a recommendation or expressing a position in connection with such a proposal, to refrain from publishing a report, notice or to make a representation according to which the proposal is ostensibly being examined in an independent proceeding; To refrain from taking any other action that could promote the proposal, including vis-à-vis third parties, and to refrain from bringing the Company to engage with a third party on its basis.
3. After submitting the application, On July 19,2026, the Applicant filed a lawsuit in which she claimed, inter alia, that her rights as a significant shareholder in the company were deprived, while Mr. Mizrahi, who was one of its founders and is also the actual controlling shareholder, acted to introduce a flawed corporate regime and to discriminate actions intended to enable him to exploit his authority and control in the company, inter alia to promote an offer to purchase all of the company's shares, An offer to purchase all of the public shares in the company by a group headed by him through a faulty decision-making mechanism tainted by a conflict of interest.
4. The hearing of the application for an injunction was set before me for July 13,2026, in light of the urgency claimed in the application. Subsequently, and in light of a request filed by the Respondents to extend the extension of the deadline for filing a response and to postpone the date of the hearing, and when it became clear that there was no longer urgency in holding the hearing on the date set in light of the extension of the validity of Mizrahi's proposal by two months, and in view of the Respondents' commitment to maintain the existing situation, the hearing on the application was postponed to July 22,2026 and another request by the Applicant to July 30,2026.
5. In the framework of the responses submitted by the respondents, the respondents completed the factual basis that the applicant lacked and shared all that was alleged in the application, as will be mentioned below.
6. In the hearing held on July 30,2026, the Applicant's declarant, Mr. Joseph Martin, was interrogated by means of a video conference, and Mr. Mizrahi was interrogated about his affidavit and the parties completed their arguments.

The parties to the application and the summary of the factual background required for the application

7. The company is an Israeli company, engaged in the development, manufacture and marketing of medical devices and advanced technologies intended for use in the fields of medicine and aesthetics. In August 2019, its shares were listed for trading on NASDAQ and it became a public company.  defined as an offshore company in accordance with the provisions The Company Regulations (Concessions for Companies whose Securities Are Listed for Trading on the Stock Exchange Outside of Israel), 5760 - 2000 (Hereinafter: "Relief Regulations").

The Ottoman Settlement [Old Version] 19168.      Mr. Mizrahi is one One of the company's founders, who serves as a director and CEO of the company and holds about 7% of its shares.  Dr.  Krindel, also One of the company's founders, serves as its Director and Chief Technology Officer.