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What changed in InMode Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of InMode Ltd.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+381 added−398 removedSource: 20-F (2026-02-10) vs 20-F (2025-02-04)

Top changes in InMode Ltd.'s 2025 20-F

381 paragraphs added · 398 removed · 323 edited across 4 sections

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

179 edited+22 added−31 removed210 unchanged
Biggest changeAt higher energy levels greater than 62 mJ/pin, the use of the Morpheus8 Applicator is limited to Skin Types I-IV. 51 Product Platform Energy Source Handpiece FDA 510(k) Clearance and Cleared Indications InMode RF / IgniteRF Radiofrequency (RF) QuantumRF 25 minimally invasive handpiece QuantumRF 10 minimally invasive handpiece K240780 (07/24/2024) InMode RF/IgniteRF platform with the FaceTite or BodyTite is indicated for use in dermatologic procedures where coagulation/contraction of soft tissue or hemostasis is needed.
Biggest changeThe Define System with the Morpheus8 Applicator is intended for use in dermatologic procedures where coagulation/contraction of soft tissue or hemostasis is needed. At higher energy levels greater than 62 mJ/pin, the use of the Morpheus8 Applicator is limited to Skin Types I-IV.
We believe our RF energy-based proprietary technologies—(i) Radio Frequency Assisted Lipolysis, or RFAL; (ii) Deep Subdermal Fractional RF; (iii) Simultaneous Fat Destruction and Skin Tightening; and (iv) Deep Heating Collagen Remodeling for skin and human natural openings – represent a paradigm shift in the minimally invasive aesthetic solutions market.
We believe our radio frequency, or RF, energy-based proprietary technologies—(i) Radio Frequency Assisted Lipolysis, or RFAL; (ii) Deep Subdermal Fractional RF; (iii) Simultaneous Fat Destruction and Skin Tightening; and (iv) Deep Heating Collagen Remodeling for skin and human natural openings – represent a paradigm shift in the minimally invasive aesthetic solutions market.
These technologies are used by physicians to remodel subdermal adipose, or fatty tissue in a variety of procedures including liposuction with simultaneous skin tightening, face and body contouring, ablative skin rejuvenation treatments and treatment of Genitourinary Syndrome of Menopause (GSM).
These technologies are used by physicians to remodel subdermal adipose, or fatty tissue in a variety of procedures including liposuction with simultaneous skin tightening, face and body contouring, ablative skin rejuvenation treatments and treatment of Genitourinary Syndrome of Menopause, or GSM.
Our single-pulse, dual wavelength product for permanent hair reduction, Triton , combines two wavelengths in one platform, overcoming certain limitations of standard lasers. This optimal mix of wavelengths allows the highest efficiency and safety. We believe Triton is the only FDA-cleared, single-pulse, dual wavelength product for permanent hair reduction.
Our single-pulse, dual wavelength product for permanent hair reduction, Triton , combines two wavelengths in one platform, overcoming certain limitations of standard lasers. This optimal mix of wavelengths allows the highest efficiency and safety. This optimal mix of wavelengths allows the highest efficiency and safety. We believe Triton is the only FDA-cleared, single-pulse, dual wavelength product for permanent hair reduction.
The InMode RF Multi-System with the Fractional Applicators employs RF energy for various applications: • Fractora Applicator with 60 pins tip is designed for use in dermatological procedures requiring ablation and resurfacing of the skin. • Fractora Applicator with 24 pins tip is intended for use in dermatological and general surgical procedures for electrocoagulation and hemostasis.
The InMode RF Multi-System with the Fractional Applicators employs RF energy for various applications: • Fractora Applicator with 60 pins tip is designed for use in dermatological procedures requiring ablation and resurfacing of the skin. • Fractora Applicator with 24 pins tip is intended for use in dermatological and general surgical procedures for electrocoagulation and hemostasis.
At higher energy levels greater than 62mJ/pin, use of the applicator is limited to skin types I-IV. • Morpheus8™ for dermatological and general surgical procedures for electrocoagulation and hemostasis. At higher energy levels greater than 62mJ/pin, use of the applicator is limited to skin types I-IV.
At higher energy levels greater than 62mJ/pin, use of the applicator is limited to skin types I-IV. • Morpheus8™ for dermatological and general surgical procedures for electrocoagulation and hemostasis.
InMode Laser Diolaze K142952 (11/24/2014) The InMode Diolaze device is indicated for use for hair removal and for permanent reduction in hair regrowth, defined as the long-term, stable reduction in the number of hairs regrowing when measured at 6, 9, and 12 months after the completion of a treatment regime InMode Laser Diolaze K123682 (27/02/2013) The InMode Diolaze device is indicated for use for hair removal InMode Radiofrequency (RF) WMface k140926 (12/03/2014) The InMode WMface device is intended for use in dermatologic procedures for noninvasive treatment of mild to moderate facial wrinkles and rhytids. * In addition to the 510(k) clearance, we also market the FormaV for use with the Votiva platform pursuant to a classification regulation for “genital vibrators for therapeutic use” under 21 C.F.R. 884.5960, which permits “electronically operated devices intended and labeled for therapeutic use in the treatment of sexual dysfunction or as an adjunct to Kegel’s exercise (tightening of the muscles of the pelvic floor to increase muscle tone)” to be marketed without a 510(k) clearance.
InMode Laser Diolaze K142952 (11/24/2014) The InMode Diolaze device is indicated for use for hair removal and for permanent reduction in hair regrowth, defined as the long-term, stable reduction in the number of hairs regrowing when measured at 6, 9, and 12 months after the completion of a treatment regime InMode Laser Diolaze K123682 (02/27/2013) The InMode Diolaze device is indicated for use for hair removal InMode Radiofrequency (RF) WMface k140926 (12/03/2014) The InMode WMface device is intended for use in dermatologic procedures for noninvasive treatment of mild to moderate facial wrinkles and rhytids. * In addition to the 510(k) clearance, we also market the FormaV for use with the Votiva platform pursuant to a classification regulation for “genital vibrators for therapeutic use” under 21 C.F.R. 884.5960, which permits “electronically operated devices intended and labeled for therapeutic use in the treatment of sexual dysfunction or as an adjunct to Kegel’s exercise (tightening of the muscles of the pelvic floor to increase muscle tone)” to be marketed without a 510(k) clearance.
These include: • QSR, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process; • clearance or approval of product modifications to 510(k)-cleared or PMA-approved devices that could affect safety or effectiveness; 60 • labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or “off-label” uses; • advertising and promotion requirements; • medical device reporting regulations, which require that manufacturers report to the FDA if their devices may have caused or contributed to deaths or serious injuries or malfunctioned in ways that would likely cause or contribute to deaths or serious injuries if the malfunctions were to recur; • medical device correction and removal reporting regulations, which require the manufacturers to report to the FDA corrections and removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health; and • post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the devices.
These include: • QSR, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process; • clearance or approval of product modifications to 510(k)-cleared or PMA-approved devices that could affect safety or effectiveness; • labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or “off-label” uses; • advertising and promotion requirements; • medical device reporting regulations, which require that manufacturers report to the FDA if their devices may have caused or contributed to deaths or serious injuries or malfunctioned in ways that would likely cause or contribute to deaths or serious injuries if the malfunctions were to recur; • medical device correction and removal reporting regulations, which require the manufacturers to report to the FDA corrections and removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health; and • post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the devices.
Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following sanctions: • warning or untitled letters, fines, injunctions, consent decrees and civil penalties; • unanticipated expenditures, repair, replacement, refunds, recalls, administrative detention or seizure of products; • operating restrictions, partial suspension or total shutdown of production; • refusing requests for 510(k) clearance or PMAs of new products or new intended uses; • withdrawing 510(k) clearance or PMAs that have already been granted; and • criminal prosecution.
Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following sanctions: • warning or untitled letters, fines, injunctions, consent decrees and civil penalties; • unanticipated expenditures, repair, replacement, refunds, recalls, administrative detention or seizure of products; 59 • operating restrictions, partial suspension or total shutdown of production; • refusing requests for 510(k) clearance or PMAs of new products or new intended uses; • withdrawing 510(k) clearance or PMAs that have already been granted; and • criminal prosecution.
At higher energy levels greater than 62 mJ/pin, the use of the Morpheus8 Applicator is limited to Skin Types I-IV. 53 Product Platform Energy Source Handpiece FDA 510(k) Clearance and Cleared Indications InMode Multi System (interface screen was slightly enlarged from 10 inch to 12 inch) Radiofrequency (RF), Laser, IPL Laser Applicators: • Diolaze XL 810nm • Diolaze XL 755/810nm • Diolaze XL 810/1064nm • VLaze (Vasculaze) • IPL Applicator: • SR IPL (Lumecca 580, Lumecca 515) Non-Invasive RF Applicators: • Forma (Plus) • Plus (Plus Plus) • Plus90 • i-Forma • BodyFX™ (WMBody) • MiniFX™ • WMFace Fractional RF Applicators: Fractora • 24 pins tip (FRF) • 60 pins tip • Morpheus8™ • 12 pins tip (Prime Tip) • 24 pins tip )Fractora 3D) • 40 pins tip (Body Tip) • T tip K221571 (05/26/2022) The InMode Multi System with the Diode laser Applicators is indicated for: • Diolaze XL 810nm Applicator is intended for hair removal and permanent hair reduction defined as the stable, long-term reduction in hair counts at 6, 9, or 12 months following a treatment regime. • Diolaze XL 755/810nm & 810/1064nm Applicators are intended for hair removal. • VLaze Applicator is intended for the treatment of vascular lesions, including angiomas, hemangiomas, telangiectasia, port wine stains, leg veins and other benign vascular lesions.
At higher energy levels greater than 62 mJ/pin, the use of the Morpheus8 Applicator is limited to Skin Types I-IV. 52 Product Platform Energy Source Handpiece FDA 510(k) Clearance and Cleared Indications InMode Multi System (interface screen was slightly enlarged from 10 inch to 12 inch) Radiofrequency (RF), Laser, IPL Laser Applicators: • Diolaze XL 810nm • Diolaze XL 755/810nm • Diolaze XL 810/1064nm • VLaze (Vasculaze) • IPL Applicator: • SR IPL (Lumecca 580, Lumecca 515) Non-Invasive RF Applicators: • Forma (Plus) • Plus (Plus Plus) • Plus90 • i-Forma • BodyFX™ (WMBody) • MiniFX™ • WMFace Fractional RF Applicators: Fractora • 24 pins tip (FRF) • 60 pins tip • Morpheus8™ • 12 pins tip (Prime Tip) • 24 pins tip (Fractora 3D) • 40 pins tip (Body Tip) • T tip K221571 (05/26/2022) The InMode Multi System with the Diode laser Applicators is indicated for: • Diolaze XL 810nm Applicator is intended for hair removal and permanent hair reduction defined as the stable, long-term reduction in hair counts at 6, 9, or 12 months following a treatment regime. • Diolaze XL 755/810nm & 810/1064nm Applicators are intended for hair removal. • VLaze Applicator is intended for the treatment of vascular lesions, including angiomas, hemangiomas, telangiectasia, port wine stains, leg veins and other benign vascular lesions.
However, there can be no assurance that these confidentiality and invention assignment agreements will be enforceable or that they will provide us with adequate protection. 48 Competition Our industry is subject to intense competition, subject to rapid change and highly sensitive to the introduction of new products or other market activities of industry participants.
However, there can be no assurance that these confidentiality and invention assignment agreements will be enforceable or that they will provide us with adequate protection. Competition Our industry is subject to intense competition, subject to rapid change and highly sensitive to the introduction of new products or other market activities of industry participants.
Non-invasive Medical Aesthetic Technologies In addition to our proprietary minimally invasive solutions, we continue to develop innovative non-invasive medical aesthetic solutions, including: • Simultaneous non-invasive fat destruction and skin tightening . We believe our technology is the first and only RF-based, noninvasive body contouring technology that permanently destroys adipose tissue while simultaneously contracting the skin.
Non-invasive Medical Aesthetic Technologies In addition to our proprietary minimally invasive solutions, we continue to develop innovative non-invasive medical aesthetic solutions, including: • Simultaneous non-invasive fat destruction and skin tightening . We believe our technology is the first RF-based, noninvasive body contouring technology that permanently destroys adipose tissue while simultaneously contracting the skin.
We believe that there are opportunities for us to generate additional revenue from existing customers who are already familiar with our products. Since inception, we have sold over 3.4 million consumables. We expect that as our customer base grows, the percentage of our revenues attributable to consumables will increase.
We believe that there are opportunities for us to generate additional revenue from existing customers who are already familiar with our products. Since inception, we have sold over 4.4 million consumables. We expect that as our customer base grows, the percentage of our revenues attributable to consumables will increase.
In addition, as we continue to grow our support services program, we expect to seek to increase the number of customers that enter into extended warranties, which would provide us with additional recurring revenues. 38 • Leverage our existing technology to expand into new minimally and non-invasive applications .
In addition, as we continue to grow our support services program, we expect to seek to increase the number of customers that enter into extended warranties, which would provide us with additional recurring revenues. • Leverage our existing technology to expand into new minimally and non-invasive applications .
We intend to expand our existing intellectual property and patent portfolio as we develop additional applications and continue to aggressively defend against potential infringement by our competitors. Our Products We offer a broad portfolio of aesthetic and medical treatment solutions that consist of a variety of platforms providing minimally and non-invasive applications.
We intend to expand our existing intellectual property and patent portfolio as we develop additional applications and continue to aggressively defend our existing patent portfolio against potential infringement by our competitors. 36 Our Products We offer a broad portfolio of aesthetic and medical treatment solutions that consist of a variety of platforms providing minimally and non-invasive applications.
The T3 Applicator in EMS mode is intended for: • Relaxation of muscle spasms • Prevention or retardation of disuse atrophy • Increasing local blood circulation • Muscle re-education • Maintaining or increasing range of motion • Immediate postsurgical stimulation of calf muscles to prevent venous thrombosis The T3 Applicator in TENS mode is intended for: • Symptomatic relief and management of chronic, intractable pain • Post-surgical acute pain • Post-trauma acute pain The RF treatment mode and EMS/TENS mode should not be used in combination or sequentially. 58 Product Platform Energy Source Handpiece FDA 510(k) Clearance and Cleared Indications InMode RF Pro Platform – Empower Radiofrequency (RF) i-Forma Forma(Plus), Plus90, Plus(Plus-Plus) BodyFX, MiniFX, Wmface, Fractora 24 pins tip Fractora 60 pins tip Morpheus8 24 Pin Applicator Morpheus8 40 Pin treatment tip • Morpheus8 12 Pin treatment tip • Morpheus8 T Pin treatment tip K201150 (07/21/2021) The InMode RF Pro System with the Non-invasive RF Applicators employs RF energy for various applications: • i-Forma , Forma ( Plus ), Plus ( Plus Plus ) and Plus90 for relief of minor muscle aches and pain, relief of muscle spasm, and temporary improvement of local blood circulation. • WMface is intended for use in dermatologic procedures for non-invasive treatment of mild to moderate facial wrinkles and rhytids. • BodyFX ™ ( WMBody )/ MiniFX ™ for relief of minor muscle aches and pain, relief of muscle spasm, temporary improvement of local blood circulation and temporary reduction in the appearance of cellulite.
The T3 Applicator in EMS mode is intended for: • Relaxation of muscle spasms • Prevention or retardation of disuse atrophy • Increasing local blood circulation • Muscle re-education • Maintaining or increasing range of motion • Immediate postsurgical stimulation of calf muscles to prevent venous thrombosis The T3 Applicator in TENS mode is intended for: • Symptomatic relief and management of chronic, intractable pain • Post-surgical acute pain • Post-trauma acute pain The RF treatment mode and EMS/TENS mode should not be used in combination or sequentially. 56 Product Platform Energy Source Handpiece FDA 510(k) Clearance and Cleared Indications InMode RF Pro Platform – Empower Radiofrequency (RF) i-Forma Forma(Plus), Plus90, Plus(Plus-Plus) BodyFX, MiniFX, Wmface, Fractora 24 pins tip Fractora 60 pins tip Morpheus8 24 Pin Applicator Morpheus8 40 Pin treatment tip • Morpheus8 12 Pin treatment tip • Morpheus8 T Pin treatment tip K201150 (07/21/2021) The InMode RF Pro System with the Non-invasive RF Applicators employs RF energy for various applications: • i-Forma , Forma ( Plus ), Plus ( Plus Plus ) and Plus90 for relief of minor muscle aches and pain, relief of muscle spasms, and temporary improvement of local blood circulation. • WMface is intended for use in dermatologic procedures for non-invasive treatment of mild to moderate facial wrinkles and rhytids. • BodyFX ™ ( WMBody )/ MiniFX ™ for relief of minor muscle aches and pain, relief of muscle spasms, temporary improvement of local blood circulation and temporary reduction in the appearance of cellulite.
This handpiece offers short and long pulse durations and repetition rates that enable treatment times up to 6cm 2 /second. Triton Duo Light (755nm & 810nm) – The non-invasive Triton Duo Light handpiece, introduced in 2017, combines two wavelengths for optimal treatment of light skin patients.
This handpiece offers short and long pulse durations and repetition rates that enable treatment times up to 6cm 2 /second. 39 Triton Duo Light (755nm & 810nm) – The non-invasive Triton Duo Light handpiece, introduced in 2017, combines two wavelengths for optimal treatment of light skin patients.
We are also targeting newer market opportunities consisting of OB/GYNs, ENTs, ophthalmologists, general practitioners and aesthetic clinicians as an incremental growth opportunity. We target potential customers through office visits, trade shows, professional journals and various forms of paid and unpaid media.
We are also targeting newer market opportunities consisting of OB/GYNs, ENTs, urologists, ophthalmologists, general practitioners and aesthetic clinicians as an incremental growth opportunity. We target potential customers through office visits, trade shows, professional journals and various forms of paid and unpaid media.
As a manufacturer of medical devices, we already adhere to strict quality and safety requirements dictated by regulatory bodies such as the FDA, CE, Health Canada, TGA (Australia), Brazil, Japan, China’s National Medical Products Administration (“NMPA”), ISO, as well as international GMP standards.
As a manufacturer of medical devices, we already adhere to strict quality and safety requirements dictated by regulatory bodies such as the FDA, CE, Health Canada, TGA (Australia), Brazil, Japan, China’s National Medical Products Administration, ISO, as well as international GMP standards.
Users perform permanent hair reduction procedures with our Optimas and Triton platforms using the DiolazeXL and Triton Duo Light and Triton Duo Dark handpieces, respectively. Women ’ s Wellness We have two platforms for women’s wellness: the Votiva and the EmpowerRF . Procedures with these platforms are performed by a physician.
Users perform permanent hair reduction procedures with our Optimas and Triton platforms using the DiolazeXL and Triton Duo Light and Triton Duo Dark handpieces, respectively. 42 Women ’ s Wellness We have two platforms for women’s wellness: the Votiva and the EmpowerRF . Procedures with these platforms are performed by a physician.
Lumecca Peak – The non-invasive Lumecca and Lumecca Peak handpiece, introduced in 2015 and 2024, are IPL handpieces optimized for both light and dark skin that uses a xenon flash lamp to deliver filtered optical energy in the 515nm to 1200nm range for light skin treatment and 580nm to 1200nm range for darker skin.
Lumecca Peak – The non-invasive Lumecca and Lumecca Peak handpieces, introduced in 2015 and 2024, are IPL handpieces optimized for both light and dark skin that uses a xenon flash lamp to deliver filtered optical energy in the 515nm to 1200nm range for light skin treatment and 580nm to 1200nm range for darker skin.
The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this Annual Report on Form 20-F, and the reference to our website in this Annual Report on Form 20-F is an inactive textual reference only. 31 B.
The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this Annual Report on Form 20-F, and the reference to our website in this Annual Report on Form 20-F is an inactive textual reference only. B.
Figure 1 below shows how the RF energy is delivered through the handpiece to simultaneously liquefy fat and tighten the skin. 34 Our BodyTite , EmbraceRF and IgniteRF platforms, and the BodyTite, FaceTite and QuantumRF handpieces rely on our proprietary RFAL technology.
Figure 1 below shows how the RF energy is delivered through the handpiece to simultaneously liquefy fat and tighten the skin. Our BodyTite , EmbraceRF and IgniteRF platforms, and the BodyTite, FaceTite and QuantumRF handpieces rely on our proprietary RFAL technology.
We believe our depot service and support model provides for more efficient and less costly operations. 45 Our standard warranty term is 12 months, however, certain products are sold with multi-year warranties.
We believe our depot service and support model provides for more efficient and less costly operations. Our standard warranty term is 12 months, however, certain products are sold with multi-year warranties.
Figure 3 below shows how RF energy is delivered through the handpiece by an electric charge between two electrodes continuously into the tissue. Figure 3: Pulse/Continuous Bi-polar RF mechanism of action.
Figure 3 below shows how RF energy is delivered through the handpiece by an electric charge between two electrodes continuously into the tissue. 33 Figure 3: Pulse/Continuous Bi-polar RF mechanism of action.
The InMode Multi System with the non-invasive RF Applicators is indicated for: • BodyFX (WMBody) and MiniFX Applicators are intended for the treatment of the following medical conditions: Relief of minor muscle aches and pains, relief of muscle spasm, temporary improvement of local blood circulation; and temporary reduction in the appearance of cellulite. • Plus/ Plus90/Plus-Plus (Forma) and i-Forma Applicators are indicated for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasm, and temporary improvement of local blood circulation. • FaceFX (WMFace) Applicator is intended for use in dermatologic procedures, for noninvasive treatment of mild to moderate facial wrinkles and rhytids.
The InMode Multi System with the non-invasive RF Applicators is indicated for: • BodyFX (WMBody) and MiniFX Applicators are intended for the treatment of the following medical conditions: Relief of minor muscle aches and pains, relief of muscle spasms, temporary improvement of local blood circulation; and temporary reduction in the appearance of cellulite. • Plus/ Plus90/Plus-Plus (Forma) and i-Forma Applicators are indicated for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasms, and temporary improvement of local blood circulation. • FaceFX (WMFace) Applicator is intended for use in dermatologic procedures, for noninvasive treatment of mild to moderate facial wrinkles and rhytids.
Figure 2 below shows how the RF energy is delivered through the coated pins on the handpiece to reshape tissue under the dermal layer. Figure 2: Deep Subdermal Fractional RF mechanism of action.
Figure 2 below shows how the RF energy is delivered through the coated pins on the handpiece to reshape tissue under the dermal layer. 32 Figure 2: Deep Subdermal Fractional RF mechanism of action.
Users conduct non-invasive face and body contouring with the Contoura platform using the BodyFX or MiniFX handpieces . 43 Hands-Free Hands-Free Applicators : Applied by physicians and other aesthetic practitioners, our differentiated skin tightening, fat reduction and muscle stimulation solution is based on bipolar RF and EMS technologies, delivered through a set of hands-free applicators mounted or placed over the body or face.
Users conduct non-invasive face and body contouring with the Contoura platform using the BodyFX or MiniFX handpieces . 41 Hands-Free Hands-Free Applicators : Applied by physicians and other aesthetic practitioners, our differentiated skin tightening, fat reduction and muscle stimulation solution is based on bipolar RF and EMS technologies, delivered through a set of hands-free applicators mounted or placed over the body or face.
Traditionally, the aesthetic solutions market has relied heavily on marketing efforts and “before-and-after” pictures in an attempt to distinguish products. We believe our focus on establishing clinical evidence for the efficacy of our products has been important for adoption by our surgically trained customers, who are accustomed to seeing extensive clinical data in their non-aesthetic practices.
Historically, the aesthetic solutions market has relied heavily on marketing efforts and “before-and-after” pictures in an attempt to distinguish products. We believe our focus on establishing clinical evidence for the efficacy of our products has been important for adoption by our surgically trained customers, who are accustomed to seeing extensive clinical data in their non-aesthetic practices.
The mechanism of action is similar to the Forma handpiece, but works automatically on the chin without the assistance of a physician or technician. 42 Proprietary Software Our software permits the user to define treatment parameters to be communicated to the electronic modules in the platform and deliver RF or optical energy through the handpiece or hands-free applicator to the patient.
The mechanism of action is similar to the Forma handpiece, but works automatically on the chin without the assistance of a physician or technician. 40 Proprietary Software Our software permits the user to define treatment parameters to be communicated to the electronic modules in the platform and deliver RF or optical energy through the handpiece or hands-free applicator to the patient.
We registered a patent application to protect our technological concept, and we believe that our technological concept will work well for this indication but much more research and development is needed. 32 We are focused on establishing and using clinical evidence to support and broaden our marketing claims and drive customer awareness and acceptance of our products.
We registered a patent application to protect our technological concept, and we believe that our technological concept work well for this indication but much more research and development is needed. We are focused on establishing and using clinical evidence to support and broaden our marketing claims and drive customer awareness and acceptance of our products.
Our near-term product development portfolio consists of new and second generation solutions for various conditions, including wearable, noninvasive face and body reshaping products, cellulite, large area lipolysis, fractional RF treatment of SUI (stress urinary incontinence), vaginal laxity pelvic floor muscle restoration, labiaplasty procedures, post-partum treatments and other GSM symptoms, snoring and rhinitis treatments, dry eye and eyelid treatments, TMJ (Temporomandibular Joint Disorders) and ED (Erectile Dysfunction). • Expand our customer base beyond traditional customers .
Our near-term product development portfolio consists of new and second generation solutions for various conditions, including wearable, noninvasive face and body reshaping products, cellulite, large area lipolysis, fractional RF treatment of stress urinary incontinence , ), vaginal laxity pelvic floor muscle restoration, labiaplasty procedures, post-partum treatments and other GSM symptoms, snoring and rhinitis treatments, dry eye and eyelid treatments, Temporomandibular Joint Disorders and Erectile Dysfunction. • Expand our customer base beyond traditional customers .
In the United States, the FDCA and its implementing regulations govern the following activities that we perform and will continue to perform to help ensure that medical products distributed within the United States are safe and effective for their intended uses: • product design and development; • product testing; 49 • product manufacturing; • product safety; • product labeling; • product storage; • record-keeping; • premarket clearance or approval; • advertising and promotion; • manufacturing and production; • product sales and distribution; • import, export and shipping; • establishment registration and device listing; and • recalls, field-safety corrective actions and post-market surveillance.
In the United States, the FDCA and its regulations govern the following activities that we perform and will continue to perform to help ensure that medical products distributed within the United States are safe and effective for their intended uses: • product design and development; • product testing; • product manufacturing; • product safety; • product labeling; • product storage; • record-keeping; • premarket clearance or approval; • advertising and promotion; • manufacturing and production; 47 • product sales and distribution; • import, export and shipping; • establishment registration and device listing; and • recalls, field-safety corrective actions and post-market surveillance.
EmBody (Evolve) Radiofrequency (RF) EMBodyPlus – Tite EmBodyFX – Trim K183450 (06/20/2019) The EmBody (Evolve) platform with its designated applicators is intended for the treatment of the following medical conditions: The EmBodyPlus (Tite) hands-fee applicator is intended for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasm, and temporary improvement of local blood circulation.
EmBody (Evolve) Radiofrequency (RF) EMBodyPlus – Tite EmBodyFX – Trim K183450 (06/20/2019) The EmBody (Evolve) platform with its designated applicators is intended for the treatment of the following medical conditions: The EmBodyPlus (Tite) hands-fee applicator is intended for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasms, and temporary improvement of local blood circulation.
Our research and development expenditures for the years ended December 31, 2024 and 2023 were approximately $13.1 million and $13.4, respectively. Seasonality Our business is not significantly impacted by seasonality; however, our fourth quarter has historically generated slightly stronger operating results.
Our research and development expenditures for the years ended December 31, 2025, 2024 and 2023 were approximately $13.3 million, $13.1 million and $13.4 million, respectively. Seasonality Our business is not significantly impacted by seasonality; however, our fourth quarter has historically generated slightly stronger operating results.
We also are regulated under the Radiation Control for Health and Safety Act, which requires laser products to comply with performance standards, including design and operation requirements, and manufacturers to certify in product labeling and in reports to the FDA that their products comply with all such standards.
We also are regulated in the United States under the Radiation Control for Health and Safety Act, which requires laser products to comply with performance standards, including design and operation requirements, and manufacturers to certify in product labeling and in reports to the FDA that their products comply with all such standards.
In 2021 we received 510(k) FDA clearance for the EvolveX which replace the Evolve platform . Users conduct hands-free face and body contouring with the Evoke and EvolveX platforms using the Transform , Tite and Tone hands-free applicators for the EvolveX , and Cheek and Chin hands-free applicators for the Evoke and Define .
In 2021, we received 510(k) FDA clearance for the EvolveX which replaced the Evolve platform . Users conduct hands-free face and body contouring with the Evoke and EvolveX platforms using the Transform , Tite and Tone hands-free applicators for the EvolveX , and Cheek and Chin hands-free applicators for the Evoke and Define .
RF energy generated heat is delivered uniformly to vaginal tissue through a consumable applicator to provide vaginal and labia contraction with patients often seeing effects of the procedure immediately. 35 Pulse/Continuous Bipolar RF Continuous Bi-polar RF is electrical energy in the RF spectrum (1 MHz) that results from the flow of an electric charge between two electrodes.
RF energy generated heat is delivered uniformly to vaginal tissue through a consumable applicator to provide vaginal and labia contraction with patients often seeing effects of the procedure immediately. Pulse/Continuous Bipolar RF Continuous bipolar RF is electrical energy in the RF spectrum (1 MHz) that results from the flow of an electric charge between two electrodes.
We provide physicians training focused on the most beneficial ways to utilize our products, including a disciplined focus on safety. Our clinical training and support program consists of three key components: i. A visit by a new physician to one of our many highly qualified plastic surgery facilities for instruction followed by a live patient demonstration; ii.
We provide physicians training focused on the most beneficial ways to utilize our products, including a disciplined focus on safety. Our clinical training and support program consists of three key components: i. A visit by a new physician customers to one of our many plastic surgery facilities for instruction followed by a live patient demonstration; ii.
Contoura / Optimas Radiofrequency (RF) Plus Plus90 Plus-Plus K172302 (12/08/2017) The Contoura/Optimas platform with the Forma Plus , Plus90 , Plus-Plus handpieces is indicated for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasm, and temporary improvement of local blood circulation.
Contoura / Optimas Radiofrequency (RF) Plus Plus90 Plus-Plus K172302 (12/08/2017) The Contoura/Optimas platform with the Forma Plus , Plus90 , Plus-Plus handpieces is indicated for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasms, and temporary improvement of local blood circulation.
We successfully completed all audits conducted by the regulatory bodies in 2024, including a physical audit of our facilities and the facilities of our Tier 1 subcontractors – Medimor, Flex, and Resonetics. Our mission is to develop and produce innovative, life-changing technologies to enable patients to become their ‘best possible self’, in the safest and most effective manner.
We successfully completed all audits conducted by the regulatory bodies in 2025, including a physical audit of our facilities and the facilities of our Tier 1 subcontractors – Medimor and Flex. Our mission is to develop and produce innovative, life-changing technologies to enable patients to become their ‘best possible self’, in the safest and most effective manner.
Our senior executive team has an average of over 15 years of medical aesthetics industry experience and has served in various leadership positions at Syneron Medical Ltd. and Cynosure, Inc. Our Growth Strategy Our objective is to expand our technological leadership in the surgical solutions market and to leverage our RF proprietary technologies to expand into additional medical solutions markets.
Our senior executive team has an average of over 16 years of medical aesthetics industry experience and has served in various leadership positions at Syneron Medical Ltd. and Cynosure, Inc. 35 Our Growth Strategy Our objective is to expand our technological leadership in the surgical solutions market and to leverage our RF proprietary technologies to expand into additional medical solutions markets.
To date, there have been more than 280,000 successful RFAL procedures conducted with positive clinical results using our BodyTite , EmbraceRF and IgniteRF platforms, and the BodyTite , FaceTite and QuantumRF handpieces.
To date, there have been more than 340,000 successful RFAL procedures conducted with positive clinical results using our BodyTite , EmbraceRF and IgniteRF platforms, and the BodyTite , FaceTite and QuantumRF handpieces.
Lumecca is intended for treatment of superficial vascular and pigmented lesions. The handpiece covers a spot size of 30mm x 10mm with a peak optical power of 10,000 watts.
Lumecca and Lumecca Peak are intended for treatment of superficial vascular and pigmented lesions. The handpiece covers a spot size of 30mm x 10mm with a peak optical power of 10,000 watts.
Through our strategic arrangement with Flextronics (Israel) Ltd., or Flex, and (BY) Medimor Ltd., or Medimor, we maintain dedicated manufacturing lines supervised by us in Flex and Medimor’s medical-grade manufacturing facilities in Migdal Haemek and Poriya, Israel. Within the Flex and Medimor facilities, all proprietary manufacturing, testing and assembly equipment has been built and is owned by us.
Through our strategic arrangement with Flextronics (Israel) Ltd., or Flex, and (BY) Medimor Ltd., or Medimor, we maintain dedicated manufacturing lines supervised by us in Flex and Medimor’s medical-grade manufacturing facilities in Migdal Haemek and Poriya, Israel. Within the Flex and Medimor facilities, all proprietary manufacturing, testing and assembly equipment was built and is owned by us.
The Define System with the MiniFX Applicator is intended for the relief of minor muscle aches and pain, relief of muscle spasm, for the temporary improvement of local blood circulation and for the temporary reduction in the appearance of cellulite.
The Define System with the MiniFX Applicator is intended for the relief of minor muscle aches and pain, relief of muscle spasms, for the temporary improvement of local blood circulation and for the temporary reduction in the appearance of cellulite.
Our products, developed with our proprietary RF energy-based technologies, overcome many of the shortcomings of other surgical options by delivering surgical-grade results under local anesthetics while significantly minimizing risks of scarring, downtime, pain and other complications typically accompanying surgical procedures.
We believe that our products, developed with our proprietary RF energy-based technologies, overcome many of the shortcomings of other surgical options by delivering surgical-grade results under local anesthetics while significantly minimizing risks of scarring, downtime, pain and other complications typically accompanying surgical procedures.
Radio-Frequency Assisted Lipolysis Using our expertise in bipolar RF energy delivery, we developed what we believe is the next generation of lipolysis and adipose tissue remodeling technology, a new category that delivers a thermal response to the adipose tissue, skin and subdermal matrix.
Radio-Frequency Assisted Lipolysis Using our expertise in bipolar RF energy delivery, we developed what we believe is the next generation of lipolysis and adipose tissue remodeling technology, a new category of devices that deliver a thermal response to the adipose tissue, skin and subdermal matrix.
The distance between the electrodes allows for control of the depth of penetration of the bi-polar RF energy into the tissue. The distance between the electrodes is chosen based on the particular treatment and according to the tissue to be treated (generally varies between a few millimeters to 3-4 centimeters).
The distance between the electrodes allows for control of the depth of penetration of the bipolar RF energy into the tissue. The distance between the electrodes is chosen based on the particular treatment and according to the tissue to be treated (generally varies between a few millimeters to 3-4 centimeters).
Bi-polar RF can be delivered to the tissue in one of two modes: either pulse or continuous. In pulse mode, pulse duration is pre-determined and RF energy automatically stops. In continuous mode, the RF energy is delivered uninterrupted into the tissue for as long as the operator deems appropriate.
Bipolar RF can be delivered to the tissue in one of two modes: either pulse or continuous. In pulse mode, pulse duration is pre-determined and RF energy automatically stops. In continuous mode, the RF energy is delivered uninterrupted into the tissue for as long as the operator deems appropriate.
The Define System with the Forma Applicator is intended for the relief of minor muscle aches and pain, relief of muscle spasm, and for the temporary improvement of local blood circulation.
The Define System with the Forma Applicator is intended for the relief of minor muscle aches and pain, relief of muscle spasms, and for the temporary improvement of local blood circulation.
The Transform Applicator in RF mode is intended for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasm, and temporary improvement of local blood circulation.
The Transform Applicator in RF mode is intended for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasms, and temporary improvement of local blood circulation.
The T3 Applicator in RF mode is intended for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasm, and temporary improvement of local blood circulation.
The T3 Applicator in RF mode is intended for the temporary relief of minor muscle aches and pain, temporary relief of muscle spasms, and temporary improvement of local blood circulation.
As part of the design, continuous bi-polar RF energy allows real-time measurement of the patient’s skin temperature. This allows our products to provide real-time feedback to the operator throughout the treatment process and enhances overall safety and efficiency.
As part of the design, continuous bipolar RF energy allows real-time measurement of the patient’s skin temperature. This allows our products to provide real-time feedback to the operator throughout the treatment process and enhances overall safety and efficiency.
We compete against products offered by public companies, including AbbVie, Cutera, Inc., Apyx Medical Corporation, Venus Concept Inc. and Sisram Medical Ltd., as well as by private companies, such as Cynosure LLC/Lutronic, Lumenis Ltd., BTL Aesthetics, Inc. and Candela Medical Inc.
We compete against products offered by other public companies, including AbbVie, Cutera, Inc., Apyx Medical Corporation, Venus Concept Inc. Sisram Medical Ltd. and Sofwave Medical Ltd, as well as by private companies, such as Cynosure LLC, Lumenis Ltd., BTL Aesthetics, Inc. and Candela Medical Inc.
Corporate and Social Responsibility Our management continues to participate in Corporate Social Responsibility (“CSR”) Reporting on our website to respond to increased awareness of the importance of environmental and sustainability topics and non-material company activities towards the long-term success of the company.
Corporate and Social Responsibility Our management continues to participate in Corporate Social Responsibility, or CSR, Reporting on our website to respond to increased awareness of the importance of environmental and sustainability topics and non-material company activities towards the long-term success of the company.
In response to customers’ desires to enhance and expand their offering of our aesthetic and wellness office-based procedures, we are developing additional RF energy-based platforms, handpieces and applicators targeted towards several medical specialties. • For ENTs, we are in the initial stage of developing a new platform and handpieces that we believe will provide patients with a medical treatment solution for snoring and rhinitis.
In response to customers’ desires to enhance and expand their offering of our aesthetic and wellness office-based procedures, we are developing additional RF energy-based platforms, handpieces and applicators targeted towards several medical specialties. • For ear nose and throat specialists we are in the initial stage of developing a new platform and handpieces that we believe will provide patients with a medical treatment solution for snoring and rhinitis.
The mechanism of action is a combination of Bipolar RF and EMS. The Transform is mounted on a belt and works automatically without the assistance of a physician or technician . Tite – The non-invasive Tite , introduced in 2019, is a set of eight hands-free applicators for the EvolveX platform.
The mechanism of action is a combination of bipolar RF and EMS. The Transform is mounted on a belt and works automatically without the assistance of a physician or technician. Tite – The non-invasive Tite , introduced in 2019, is a set of eight hands-free applicators for the EvolveX platform. The mechanism of action is similar to the Plus handpiece.
We have an active research and development pipeline focused on additional solutions targeted to our traditional customer base.
We have an active research and development pipeline focused on additional solutions targeted to our historic customer base.
Our products compete against conventional medical products, including Botox®, hyaluronic acid injections and collagen injections, and aesthetic procedures, such as face lifts, liposuction, sclerotherapy, electrolysis, chemical peels and microdermabrasion, which are unrelated to laser, light and RF-based technologies. Our products also compete against laser and other light and radio frequency-based products.
Our products compete against conventional medical products, including Botox®, hyaluronic acid injections and collagen injections, and aesthetic procedures, such as face lifts, liposuction, sclerotherapy, electrolysis, chemical peels and microdermabrasion, which are unrelated to laser, light and RF-based technologies.
Forma I – The non-invasive handpiece introduced in 2022 for treatment of peri-orbital and meibomian glands, and for dry eye indication by Health Canada. The energy level is similar to Forma, and the spot size is 10 sq. millimeters.
Forma I – The non-invasive handpiece was introduced in 2022 for treatment of peri-orbital and meibomian glands, and for dry eye indication by Health Canada. The energy level is similar to Forma (above), and the handpiece covers a spot size of 10 sq. millimeters.
Our Solution Key benefits of our minimally invasive surgical aesthetic and medical treatment solutions include: • Small to no incisions, which reduces the drawbacks and risks typically associated with surgical procedures such as significant pain, local or widespread scarring, infection, perforation and hemorrhage. • Outpatient procedures that typically do not require general anesthesia, which can decrease patient downtime, discomfort and other potential complications and typically reduces cost. • Minimally invasive procedures with similar efficacy to surgical procedures that have the ability to expand the addressable patient population for aesthetics procedures. • Effective and long-lasting aesthetic solutions, many of which are supported by compelling clinical data, including over 100 peer-reviewed publications. • Differentiated, RF energy-based technology simultaneously destroys fat and tightens skin, overcoming the many shortcomings of traditional surgical, minimally and non-invasive aesthetic procedures. • Innovative dual wavelength laser technology that allows for permanent hair reduction on a wider range of skin types and hair textures than other aesthetic solutions currently on the market, reducing the number of treatments required. • Typically less expensive than other aesthetic solutions on the market that provide comparable results as a result of less required physician time and training required. 33 Leader in RF Energy We believe we are the leader in using RF energy for both minimally invasive and subdermal ablative aesthetic purposes.
Our Solution We believes that key benefits of our minimally invasive surgical aesthetic and medical treatment solutions include: • Small to no incisions, which reduces the drawbacks and risks typically associated with surgical procedures such as significant pain, local or widespread scarring, infection, perforation and hemorrhage. • Outpatient procedures that typically do not require general anesthesia, which can decrease patient downtime, discomfort and other potential complications, and typically reduces cost. • Minimally invasive procedures with similar efficacy to surgical procedures that have the ability to expand the addressable patient population for aesthetics procedures. • Effective and long-lasting aesthetic solutions, many of which are supported by compelling clinical data, including over 110 peer-reviewed publications. • Differentiated, RF energy-based technology simultaneously destroys fat and tightens skin, overcoming the many shortcomings of traditional surgical, minimally and non-invasive aesthetic procedures. • Innovative dual wavelength laser technology that allows for permanent hair reduction on a wider range of skin types and hair textures than other aesthetic solutions currently on the market, reducing the number of treatments required. • Typically less expensive than other aesthetic solutions on the market that provide comparable results because less physician time and training is required.
Morpheus8/Morpehus8 Body/moprheus8 Burst/Noprheus8 Deep/Morpheus8V – The minimally invasive Morpheus8 and Morpheus8 Body handpieces use RF energy for subdermal adipose tissue remodeling, which is programmable by the user according to treatment area. The handpieces offer treatment depth up to 7mm.
Morpheus8/Morpehus8 Body/Morpheus8 Burst/Moprheus8 Deep/Morpheus8V – The minimally invasive Morpheus8 and Morpheus8 Body handpieces use RF energy for subdermal adipose tissue remodeling, and are programmable by the user according to treatment area. The handpieces offer treatment depth up to 7mm.
In addition, the Federal Trade Commission, or FTC, regulates the advertising of our products in the United States. Further, we are subject to laws directed at preventing fraud and abuse, which subject our sales and marketing, training and other practices to government scrutiny.
In addition, the FTC regulates the advertising of our products in the United States. Further, we are subject to laws directed at preventing fraud and abuse, which subject our sales and marketing, training and other practices to government scrutiny.
The MDR allows devices lawfully placed on the market prior to May 26, 2021 pursuant to the EU Medical Devices Directive (discussed above), to generally continue to be made available on the market or put into service until May 26, 2025.
The MDR allows devices lawfully placed on the market prior to May 26, 2021 pursuant to the EU Medical Devices Directive (discussed above), to generally continue to be made available on the market or put into service until December 31, 2028.
Minimally Invasive and Ablative Platforms Product Platform Energy Source(s) Year Introduced Handpiece(s) Primary (not Exclusive) Applications* BodyTite Bipolar RF 2010 BodyTite Body Contouring (MI) FaceTite Face Contouring (MI) NeckTite Neck Contouring (MI) AccuTite Face/Body Contouring (MI) Optimas Laser Bipolar RF IPL 2016 Morpheus8 Skin Rejuvenation (MI) Optimas MAX 2024 Forma Lumecca DiolazeXL Vasculaze Skin Rejuvenation (NI) Skin Rejuvenation & Pigmentation (NI) Hair Removal (NI) Vascular Lesion (NI) Facial Wrinkles and Texture (MI) EmbraceRF Bipolar RF 2018 FaceTite Face Remodeling (MI) Morpheus8 Facial Wrinkles and Texture (MI) AccuTite Face/Body Contouring (MI) Votiva Bipolar RF 2017 FormaV Women’s Wellness (MI) Women’s Wellness (NI) Morpheus8 Bipolar RF 2021 Morpheus8 Face and body fractional RF treatment (MI) Morpheus8 Body Envision Bipolar RF and IPL 2023 Forma i Lumecca I Morpheus8 Treatment of dry eyes Facial Rejuvenation Morpheus8 Burst Bipolar RF 2024 Morpheus8 Burst Morpheus8 Burst Deep Face and body fractional RF treatment (MI) EmpowerRF Bipolar RF and EMS 2021 FormaV, Morpheus8V, VTone, Aviva Women’s Wellness (MI) IgniteRF Bipolar RF 2024 QuantumRF Body and face contouring (MI) 39 Non-Invasive Platforms Product Platform Energy Source(s) Year Introduced Handpiece(s) Primary (not Exclusive) Applications* Contoura Bipolar RF 2017 BodyFX Body Contouring MiniFX Face/Neck Contouring Plus Skin Tightening Triton Laser 2018 Triton Duo Light Hair Removal Triton Duo Dark Hair Removal Hand-Free Platforms Product Platform Energy Source(s) Year Introduced Handpiece(s) Primary (not Exclusive) Applications* EvolveX Bipolar RF EMS 2021 Tite (HF) Skin Tightening Transform (HF) Body Contouring Tone (HF) EMS Evoke Bipolar RF 2020 Cheek (HF) Skin Rejuvenation Chin (HF) Skin Rejuvenation Define Bipolar RF 2023 Cheek (HF) Chin (HF) Skin Rejuvenation Skin Rejuvenation * “MI” = Minimally Invasive, “NI” = Non-Invasive, “HF” = Hands-free application In addition to the products described above, prior versions of our products continue to be used by customers.
Minimally Invasive and Ablative Platforms Product Platform Energy Source(s) Year Introduced Handpiece(s) Primary (not Exclusive) Applications* BodyTite Bipolar RF 2010 BodyTite Body Contouring (MI) FaceTite Face Contouring (MI) NeckTite Neck Contouring (MI) AccuTite Face/Body Contouring (MI) Optimas Optimas MAX Laser Bipolar RF IPL 2016 2024 Morpheus8 Forma Lumecca DiolazeXL Vasculaze Skin Rejuvenation (MI) Skin Rejuvenation (NI) Skin Rejuvenation & Pigmentation (NI) Hair Removal (NI) Vascular Lesion (NI) Facial Wrinkles and Texture (MI) EmbraceRF Bipolar RF 2018 FaceTite Face Remodeling (MI) Morpheus8 Facial Wrinkles and Texture (MI) AccuTite Face/Body Contouring (MI) Votiva Bipolar RF 2017 FormaV Women’s Wellness (MI) Women’s Wellness (NI) Morpheus8 Bipolar RF 2021 Morpheus8 Face and body fractional RF treatment (MI) Morpheus8 Body Envision Bipolar RF and IPL 2023 Forma i Lumecca I Morpheus8 Treatment of dry eyes Facial Rejuvenation Morpheus8 Burst Bipolar RF 2024 Morpheus8 Burst Morpheus8 Burst Deep Face and body fractional RF treatment (MI) EmpowerRF Bipolar RF and EMS 2021 FormaV, Morpheus8V, VTone, Aviva Women’s Wellness (MI) IgniteRF/ Luxora Bipolar RF 2024 QuantumRF Body and face contouring (MI) 37 Non-Invasive Platforms Product Platform Energy Source(s) Year Introduced Handpiece(s) Primary (not Exclusive) Applications* Contoura Bipolar RF 2017 BodyFX Body Contouring MiniFX Face/Neck Contouring Plus Skin Tightening Triton Laser 2018 Triton Duo Light Hair Removal Triton Duo Dark Hair Removal ApexRF BipolarRF 2025 Curved and Straight ED handpieces Improved Blood Circulation Solaria Laser 2025 CO 2 ,HP Facial Rejuvenation Hand-Free Platforms Product Platform Energy Source(s) Year Introduced Handpiece(s) Primary (not Exclusive) Applications* EvolveX Bipolar RF EMS 2021 Tite (HF) Skin Tightening Transform (HF) Body Contouring Tone (HF) EMS Evoke Bipolar RF 2020 Cheek (HF) Skin Rejuvenation Chin (HF) Skin Rejuvenation Define Bipolar RF 2023 Cheek (HF) Chin (HF) Skin Rejuvenation Skin Rejuvenation * “MI” = Minimally Invasive, “NI” = Non-Invasive, “HF” = Hands-free application In addition to the products described above, prior versions of our products continue to be used by customers.
As of December 31, 2024, we own 16 registered trademarks in the United States and we own at least 38 registered trademarks in various jurisdictions outside the United States, including for the marks “InMode” and “RFAL” and certain key product names, in particular, BodyTite, Contoura by InMode, FaceTite, InMode, Optimas by InMode, Triton by InMode, Votiva by InMode, Triton by InMode, AccuTite, Morpheus, BodyFX, Diolaze, Fractora and Lumecca.
As of December 31, 2025, we own 19 registered trademarks in the United States and at least 46 registered trademarks in various jurisdictions outside the United States, including for the marks “InMode” and “RFAL” and certain key product names, in particular, BodyTite, Contoura by InMode, FaceTite, InMode, Optimas by InMode, Triton by InMode, Votiva by InMode, Triton by InMode, AccuTite, Morpheus, BodyFX, Diolaze, Fractora and Lumecca.
The Transform Applicator in EMS mode is intended for: • Relaxation of muscle spasms • Prevention or retardation of disuse atrophy • Increasing local blood circulation • Muscle re-education • Maintaining or increasing range of motion • Immediate postsurgical stimulation of calf muscles to prevent venous thrombosis The Transform Applicator in TENS mode is intended for: • Symptomatic relief and management of chronic, intractable pain • Post-surgical acute pain • Post-trauma acute pain Additionally, the Transform Applicator in sequential RF/EMS mode is intended for: • Non-invasive lipolysis (breakdown of fat) of the abdomen. • Reduction in circumference of the abdomen 52 Product Platform Energy Source Handpiece FDA 510(k) Clearance and Cleared Indications InMode system with Morpheus8 applicators (coagulation/contraction of software tissue) Radiofrequency (RF) • The standard Morpheus 8 Applicator is limited to use with the 12, 24 & T tip heads. • The Morpheus 8 Body Applicator is limited to use with the 40-tip head.
The Transform Applicator in EMS mode is intended for: • Relaxation of muscle spasms • Prevention or retardation of disuse atrophy • Increasing local blood circulation • Muscle re-education • Maintaining or increasing range of motion • Immediate postsurgical stimulation of calf muscles to prevent venous thrombosis The Transform Applicator in TENS mode is intended for: • Symptomatic relief and management of chronic, intractable pain • Post-surgical acute pain • Post-trauma acute pain Additionally, the Transform Applicator in sequential RF/EMS mode is intended for: • Non-invasive lipolysis (breakdown of fat) of the abdomen. • Reduction in circumference of the abdomen InMode system with Morpheus8 applicators (coagulation/contraction of software tissue) Radiofrequency (RF) • The standard Morpheus 8 Applicator is limited to use with the 12, 24 & T tip heads. • The Morpheus 8 Body Applicator is limited to use with the 40-tip head.
These manufacturing services include labor, materials, testing, packaging and delivery, as well as allocating production and storage space within their facilities for our products. Pricing under these contracts is reviewed between us and the manufacturing subcontractors every three months.
Under these contracts, our manufacturing subcontractors provide manufacturing services pursuant to our written specifications. These manufacturing services include labor, materials, testing, packaging and delivery, as well as allocating production and storage space within their facilities for our products. Pricing under these contracts is reviewed between us and the manufacturing subcontractors every three months.
In January 2019, February 2020, March 2021, May 2023, June 2024 and July 2024, we signed supplemental lease agreements, further expanding our headquarters in Israel. We currently lease approximately 44.4 thousand square feet in the Israeli facility. Our current monthly rent payment is approximately $76.7 thousand.
In January 2019, February 2020, March 2021, May 2023, June 2024 and July 2024, we signed supplemental lease agreements, further expanding our headquarters in Israel. We currently lease approximately 44.1 thousand square feet in the Israeli facility. Our current monthly rent payment is approximately $92.8 thousand.
One of the program’s goals is to introduce STEM subjects into the community through projects and our outreach programs and activities for kindergartens and elementary schools. We continue to support the high school’s robotics team with mentoring, resources, and funds and will continue in 2025.
One of the program’s goals is to introduce STEM subjects into the community through projects and our outreach programs and activities for kindergartens and elementary schools. We continue to support the high school’s robotics team with mentoring, resources, and funds and plan to continue to do so in 2026.
All of our RF platforms (both existing and expected) and RF handpieces (both minimally and non-invasive) have both pulse bi-polar RF and continuous bi-polar RF capabilities.
All of our RF platforms (both existing and expected) and RF handpieces (both minimally and non-invasive) have both pulse bipolar RF and continuous bipolar RF capabilities.
We expect to concentrate our research and development efforts in the coming years on developing procedures and platforms based on our proprietary technologies: (i) RFAL, (ii) Deep Subdermal Fractional RF, (iii) Simultaneous Fat Destruction and Skin Tightening, and (iv) Deep Heating Collagen Remodeling, and developing new technologies.
We have a number of new projects and products under development. We expect to concentrate our research and development efforts in the coming years on developing procedures and platforms based on our proprietary technologies: (i) RFAL, (ii) Deep Subdermal Fractional RF, (iii) Simultaneous Fat Destruction and Skin Tightening, and (iv) Deep Heating Collagen Remodeling, and developing new technologies.
The new lease agreement is for seven years and four months and occupation of the new facility commenced in the middle of April of 2021. The current monthly rent payment is approximately $28 thousand. 65 Our Canadian subsidiary has signed a new lease agreement in April 2022 for an approximately 12-thousand-square-foot facility in Richmond Hill, Ontario.
The lease agreement is for seven years and four months and occupation of the facility commenced in the middle of April of 2021. The current monthly rent payment is approximately $29.1 thousand. 63 Our Canadian subsidiary signed a lease agreement in April 2022 for an approximately 12-thousand-square-foot facility in Richmond Hill, Ontario.
Competition among providers of laser and other light and radio frequency-based products for the aesthetic medical market is characterized by extensive research efforts and rapid technological progress.
Our products also compete against laser and other light and radio frequency-based products. 46 Competition among providers of laser and other light and radio frequency-based products for the aesthetic medical market is characterized by extensive research efforts and rapid technological progress.
In September 2022, international actress and producer, Eva Longoria, agreed to join us as our brand ambassador to share her positive experience with our EvolveX and Morpheus8 technologies, replacing our previous brand ambassador, international pop icon, Paula Abdul.
In September 2022, international actress and producer, Eva Longoria, agreed to join us as our brand ambassador to share her positive experience with our EvolveX and Morpheus8 technologies, replacing our previous brand ambassador, international pop icon, Paula Abdul. We do not currently have a brand Ambassador.
We derived approximately $15.2 million, or 6%, $33.9 million, or 11% and $35.8 million, or 12%, respectively, of our total U.S. revenues from the sale of hands-free platforms, and approximately $5.9 million, or 2%, $9.2 million, or 3% and $8.9 million, or 3%, respectively, of our total U.S. revenues from the sale of non-invasive platforms.
We derived approximately $5.2 million, or 3%, $15.2 million, or 6%, and $33.9 million, or 11%, respectively, of our total U.S. revenues from the sale of hands-free platforms, and approximately $38.1 million, or 19%, $5.9 million, or 2% and $9.2 million, or 3%, respectively, of our total U.S. revenues from the sale of non-invasive platforms.
Our periodic filings are available, free of charge (other than an investor’s own Internet access charges), on our website soon as reasonably practicable after we electronically file or furnish such material with the SEC.
We maintain a corporate website at www.inmodemd.com . Our periodic filings are available, free of charge (other than an investor’s own Internet access charges), on our website soon as reasonably practicable after we electronically file or furnish such material with the SEC.
We received two 510(k) FDA clearances for Fractora in 2011 and 2016, and 510(k) FDA clearance for the Morpheus8 in 2019. In addition, we received 510K clearance for Morpheus8 soft tissue coagulation/contraction in 2024. Customers use this technology with the BodyTite, Embrace, IgniteRF, Votiva, Empower, Optimas and OptimasMAX platforms.
Treatments are typically spaced two to three weeks apart. We received two 510(k) FDA clearances for Fractora in 2011 and 2016, and 510(k) FDA clearance for the Morpheus8 in 2019. In addition, we received 510K clearance for the Morpheus8 soft tissue coagulation/contraction in 2024. Customers use this technology with the BodyTite, Embrace, IgniteRF, Votiva, Empower, Optimas and OptimasMAX platforms.
Intellectual Property We rely on a combination of patent, trademark and copyright laws to protect our intellectual property rights. Patents and Patent Applications As of February 4, 2025, we own fifteen issued U.S. patents and one issued Korean patent.
Intellectual Property We rely on a combination of patent, trademark and copyright laws to protect our intellectual property rights. Patents and Patent Applications As of February 10, 2026, we own 21 issued U.S. patents and one issued Korean patent.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeResearch and development expenses Our research and development expenses decreased to approximately $13.1 million for the year ended December 31, 2024, compared to approximately $13.4 million for the year ended December 31, 2023. This decrease was primarily attributable to a decrease in share-based compensation in the amount of $0.5 million.
Biggest changeThis decrease was primarily attributable to decrease in commission for sales in the amount of $6.1 million and, decrease in share-based compensation in the amount of $3.7 million, which was offset with increase in salaries in the amount of $3.6 million and employee-related expenses in the amount of $3.8 million. 68 General and administrative expenses Our general and administrative expenses increased by approximately $1.6 million, or 16%, to approximately $11.6 million for the year ended December 31, 2025, compared to approximately $10.0 million for the year ended December 31, 2024.
Net Cash Used in Investing Activities For the year ended December 31, 2024, net cash provided in investing activities was $162.2 million, which primarily related to investment of short-term bank deposits and marketable securities of $504.4 million. These outflows were partially offset by inflows of $667.3 million related to proceeds from short-term bank deposits and marketable securities.
For the year ended December 31, 2024, net cash provided in investing activities was $162.2 million, which primarily related to investment of short-term bank deposits and marketable securities of $504.4 million. These outflows were partially offset by inflows of $667.3 million related to proceeds from short-term bank deposits and marketable securities.
From time to time, we participate in our customers’ marketing activities and deduct costs related to such activities from revenue. Service Revenue We also generate revenues from long-term maintenance contracts or extended warranties. Revenue from extended warranties is recognized ratably, on a straight-line basis, over the period of the applicable service contract.
From time to time, we participate in our customers’ marketing activities and deduct costs related to such activities from revenue. 66 Service Revenue We also generate revenues from long-term maintenance contracts or extended warranties. Revenue from extended warranties is recognized ratably, on a straight-line basis, over the period of the applicable service contract.
As a result, we released the valuation allowance of $60.1 million related to the United States net deferred tax assets during the year ended December 31, 2024, with $5.4 million used during 2024, and $54.7 million recorded as defer tax assets.
As a result, we released the valuation allowance of $60.1 million related to the United States net deferred tax assets during the year ended December 31, 2024, with $5.4 million used during 2024, and $54.7 million recorded as deferred tax assets.
We expect research and development expenses as a percentage of our total revenue to vary over time depending on the level and timing of initiating new product development efforts. 67 Sales and Marketing Expenses Our sales and marketing expenses consist primarily of salaries, commissions and personnel-related expenses, including share-based compensation expenses, for our employees that are engaged in sales and marketing activities, which include marketing and public support of our products, participation in trade shows and industry events, promotional and public relations activities, and administrative functions in support of sales and marketing.
We expect research and development expenses as a percentage of our total revenue to vary over time depending on the level and timing of initiating new product development efforts. 65 Sales and Marketing Expenses Our sales and marketing expenses consist primarily of salaries, commissions and personnel-related expenses, including share-based compensation expenses, for our employees that are engaged in sales and marketing activities, which include marketing and public support of our products, participation in trade shows and industry events, promotional and public relations activities, and administrative functions in support of sales and marketing.
We intend to continue to invest in research and development activities, increase the number of sales representatives in our sales and marketing organization and introduce innovative next-generation pipeline products to our customers. As a result, we expect that certain existing customers will be candidates for technology upgrades to enhance the capabilities of their existing InMode products.
We intend to continue to invest in research and development activities, increase the number of sales representatives in our sales and marketing organization and introduce innovative next-generation pipeline products to our customers. As a result, we expect that certain existing customers will be candidates for technological upgrades to enhance the capabilities of their existing InMode products.
Additional Information-Taxation.” Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of our operations is based upon our audited consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022, which have been prepared in accordance with U.S. GAAP.
Additional Information-Taxation.” Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of our operations is based upon our audited consolidated financial statements as of and for the years ended December 31, 2025, 2024 and 2023, which have been prepared in accordance with U.S. GAAP.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion should be read in conjunction with our consolidated financial statements and related notes for the years ended December 31, 2024, 2023 and 2022, which are included elsewhere in this 2024 Annual Report.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion should be read in conjunction with our consolidated financial statements and related notes for the years ended December 31, 2025, 2024 and 2023, which are included elsewhere in this 2025 Annual Report.
As of December 31, 2024, we concluded that the deferred tax assets for certain jurisdictions would not be realized and therefore reserved valuation allowance in the amount of $4.2 million with respect to these deferred tax assets. Significant judgment is required in evaluating our uncertain tax positions.
As of December 31, 2025 and 2024, we concluded that the deferred tax assets for certain jurisdictions would not be realized and therefore reserved valuation allowance in the amount of $4.8 million and $4.2 million, respectively, with respect to these deferred tax assets. Significant judgment is required in evaluating our uncertain tax positions.
In evaluating the exposure associated with our various tax filing positions, we record reserves for uncertain tax positions in accordance with US GAAP, based on the technical support for the positions and our past audit experience with similar positions.
In evaluating the exposure associated with our tax positions, we record reserves for uncertain tax positions in accordance with US GAAP, based on the technical support for the positions and our past audit experience with similar positions.
In situations in which we are able to determine that our deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences and expected future taxable income. Significant judgment required in determining any valuation allowance recorded against deferred tax assets.
In situations in which we are able to determine that our deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences and expected future taxable income. Applying judgment is required in determining any valuation allowance recorded against deferred tax assets.
The decrease in the total revenues for the year ended December 31, 2024 as compared to the prior year was primarily generated by an decrease in the volume of medical aesthetic products sold by us during the period as a result of decrease in patient and physician demand due to economic situation.
The decrease in the total revenues for the year ended December 31, 2025 as compared to the prior year was primarily generated by a decrease in the volume of medical aesthetic products sold by us during the period as a result of decrease in patient and physician demand due to economic situation.
We also plan to expand our current product line in order to reach non-traditional customers, such as ENTs, ophthalmologists, general practitioners and aesthetic clinicians, and generate additional revenue.
We also plan to expand our current product line in order to reach new customers, such as ENTs, ophthalmologists, general practitioners and aesthetic clinicians, and generate additional revenue.
Trend Information Other than as disclosed elsewhere in this Annual Report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition.
Information on the Company–Business Overview–Intellectual Property.” Trend Information Other than as disclosed elsewhere in this Annual Report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition.
Net Cash Used in Financing Activities For the year ended December 31, 2024, net cash used in financing activities was $282.8 million, which consisted of $285.4 million outflow as part of our share repurchase programs. This outflow was partially offset by inflow of $2.6 million related to proceeds from the exercise of options.
For the year ended December 31, 2024, net cash used in financing activities was $282.8 million, which consisted of $285.4 million outflow as part of our share repurchase programs. This outflow was partially offset by inflow of $2.6 million related to proceeds from the exercise of options. Research and Development, Patents and Licenses, etc.
Our gross margin decreased to 80% for the year ended December 31, 2024, compared to approximately 84% for the year ended December 31, 2023. This decrease was primarily attributable to an increase of material costs and a different sales mix between the United States and rest of the world..
Our gross margin decreased to 79% for the year ended December 31, 2025, compared to approximately 80% for the year ended December 31, 2024. This decrease was primarily attributable to an increase of freight costs and a different sales mix between the United States and rest of the world.
Cash Flows The following table represents a summary of our cash flow for the periods indicated Years ended December 31, 2024 2023 Net cash provided by (used in): (in thousands) Operating activities $ 132,664 $ 176,826 Investing activities 162,206 (136,064 ) Financing activities (282,771 ) 5,504 Effects of exchange rate changes on cash (1,181 ) 605 Net increase in cash and cash equivalents $ 10,918 $ 46,871 Net Cash Provided by Operating Activities For the year ended December 31, 2024, our net cash provided by operating activities was $132.7 million.
Cash Flows The following table represents a summary of our cash flow for the periods indicated Years ended December 31, 2025 2024 2023 Net cash provided by (used in): (in thousands) Operating activities $ 85,257 $ 132,664 $ 176,826 Investing activities 186,032 162,206 (136,064 ) Financing activities (126,059 ) (282,771 ) 5,504 Effects of exchange rate changes on cash and cash equivalents 1,984 (1,181 ) 605 Net increase in cash and cash equivalents $ 147,214 $ 10,918 46,871 69 Net Cash Provided by Operating Activities For the year ended December 31, 2025, our net cash provided by operating activities was $85.3 million.
As of December 31, 2024, we had a global installed base of approximately 27,090 product platforms capable of running various multi-use applicators and minimally invasive consumables.
As of December 31, 2025, we had a global installed base of approximately 30,900 product platforms capable of running various multi-use applicators and minimally invasive consumables.
Sales and marketing expenses Our sales and marketing expenses decreased by approximately $11.6 million, or 6%, to approximately $181.4 million for the year ended December 31, 2024, compared to approximately $193.0 million for the year ended December 31, 2023.
Sales and marketing expenses Our sales and marketing expenses decreased by approximately $0.8 million, or 0%, to approximately $180.6 million for the year ended December 31, 2025, compared to approximately $181.4 million for the year ended December 31, 2024.
We record a tax provision for the anticipated tax consequences of our reported operating results. Changes in tax laws, regulations, agreements and treaties, currency exchange restrictions or the level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of current and deferred tax balances and hence our net income.
Changes in tax laws, regulations, agreements and treaties, currency exchange restrictions or the level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of current and deferred tax balances and hence our net income.
Our cost of revenues also includes shipping, handling, service and warranty expenses, as well as salaries and personnel-related expenses, including share-based compensation expenses, for our operations management team, which is comprised of subcontractor supervisors and purchasing and quality control employees. We expect our cost of revenues to increase in absolute dollars primarily as, and to the extent, our revenue grows.
Our cost of revenues also includes shipping, handling, service and warranty expenses, as well as salaries and personnel-related expenses, including share-based compensation expenses, for our operations management team, which is comprised of subcontractor supervisors and purchasing and quality control employees.
Our revenues from the sale of consumables and extended warranties for the year ended December 31, 2024, decreased by approximately 1% compared to the year ended December 31, 2023. This decrease was primarily attributable to slowdown in demand for aesthetic procedures.
Our revenues from the sale of consumables and extended warranties for the year ended December 31, 2025, increased by approximately 3% compared to the year ended December 31, 2024. This increase was primarily attributable to turnaround and increase in demand for aesthetic procedures.
Information on the Company-Business Overview-Government Regulations.” We expense all of our research and development costs as incurred. While we do not track our research and development spending by technology, product or application, we do expect that our overall research and development costs will increase in absolute dollars in the future as we develop more products and technologies.
While we do not track our research and development spending by technology, product or application, we do expect that our overall research and development costs will increase in absolute dollars in the future as we develop more products and technologies.
This increase in finance income, net was primarily attributable to increase in interest income from our portfolio of investments in bonds and corporate debt securities and short-term bank deposits in the amount of $12.5 million.
This decrease in finance income, net was primarily attributable to decrease in interest income from our portfolio of investments in bonds and corporate debt securities, short-term bank deposits and highly liquid investment classified as cash equivalent in the amount of $12.0 million.
For the year ended December 31, 2023, net cash used in investing activities was $136.1 million, which primarily related to short-term bank deposits and marketable securities of $478.6 million. These outflows were partially offset by inflows of $343.3 million related to proceeds from short-term bank deposits and marketable securities.
Net Cash Used in Investing Activities For the year ended December 31, 2025, net cash provided in investing activities was $186.0 million, which primarily related to investment of short-term bank deposits and marketable securities of $314.0 million. These outflows were partially offset by inflows of $500.5 million related to proceeds from short-term bank deposits and marketable securities.
Cost of Revenues Our cost of revenues consists primarily of the expenses we incur to have our products manufactured and assembled by third parties and the direct costs we incur in order to obtain the materials, labor and overhead that are needed to manufacture and assemble our products.
Cost of Revenues Our cost of revenues consists primarily of the expenses we incur in connection with the manufacture and assembly of our products by third parties and the direct costs we incur for the materials, labor and overhead needed to manufacture and assemble our products.
Operating Results The following table summarizes the results of our operations for the periods presented: Years Ended December 31, 2024 2023 ($) (% of Revenues ) ($) (% of Revenues ) (in thousands ) Revenues 394,818 100 492,048 100 Cost of revenues 77,752 20 80,708 16 Gross profit 317,066 80 411,340 84 Operating expenses: Research and development 13,137 3 13,410 3 Sales and marketing 181,366 46 193,042 39 General and administrative 10,032 3 9,228 2 Total operating expenses 204,535 52 215,680 44 Operating income 112,531 28 195,660 40 Finance income, net 30,938 8 21,607 4 Income before income taxes 143,469 36 217,267 44 Income taxes benefit (expenses) 37,806 10 (19,348 ) 4 Net income 181,275 46 197,919 40 69 Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Revenues Our revenues decreased by approximately $97.2 million, or 20%, to approximately $394.8 million for the year ended December 31, 2024, compared to approximately $492.0 million for the year ended December 31, 2023.
The liability for these unrecognized tax benefits totaled $4.4 million on December 31, 2025 (see Note 13 to our consolidated financial statements for additional information). 67 Operating Results The following table summarizes the results of our operations for the periods presented: Years Ended December 31, 2025 2024 2023 ($) (% of Revenues ) ($) (% of Revenues) ($) (% of Revenues ) (in thousands ) Revenues 370,495 100 394,818 100 492,048 100 Cost of revenues 79,525 21 77,752 20 80,708 16 Gross profit 290,970 79 317,066 80 411,340 84 Operating expenses: Research and development 13,319 4 13,137 3 13,410 3 Sales and marketing 180,578 49 181,366 46 193,042 39 General and administrative 11,686 3 10,032 3 9,228 2 Total operating expenses 205,583 56 204,535 52 215,680 44 Operating income 85,387 23 112,531 28 195,660 40 Finance income, net 24,943 7 30,938 8 21,607 4 Income before income taxes 110,330 30 143,469 36 217,267 44 Income taxes benefit (expenses) (16,499 ) 5 37,806 10 (19,348 ) 4 Net income 93,831 25 181,275 46 197,919 40 Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Revenues Our revenues decreased by approximately $24.3 million, or 6%, to approximately $370.5 million for the year ended December 31, 2025, compared to approximately $394.8 million for the year ended December 31, 2024.
Income taxes benefit (expenses) Our income taxes decreased by approximately $57.1 million, or -295%, to result in a benefit of approximately $37.8 million for the year ended December 31, 2024, compared to expenses of approximately $19.3 million for the year ended December 31, 2023.
Income taxes benefit (expenses) Our income taxes expenses increased by approximately $54.3 million, or -144%, to expenses of approximately $16.5 million for the year ended December 31, 2025, compared to result in a benefit of approximately $37.8 million for the year ended December 31, 2024.
Additionally, our net profit for the year ended December 31, 2024, included $16.6 million in non-cash expenses primarily comprised of share-based compensation expense. 71 For the year ended December 31, 2023, our net cash provided by operating activities was $176.8 million. The primary reason for net cash provided by operating activities was the net profit of $197.9 million.
Additionally, our net profit for the year ended December 31, 2025, included $11.1 million in non-cash expenses primarily comprised of share-based compensation expense. For the year ended December 31, 2024, our net cash provided by operating activities was $132.7 million.
The following table provides information regarding the breakdown of our revenue by geographic region for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, Geographic region 2024 2023 2022 United States 244,774 307,818 298,612 Europe 63,441 62,532 49,274 Asia 42,974 47,744 36,492 Other 43,629 73,954 69,893 Total 394,818 492,048 454,271 We believe that there are opportunities for us to generate additional revenue from existing customers who are already familiar with our products.
The following table provides information regarding the breakdown of our revenue by geographic region for the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, Geographic region 2025 2024 2023 Israel 3,398 3,746 2,898 United States 198,652 244,774 307,818 Europe 79,045 63,441 62,532 Asia 49,210 42,974 47,744 Other 40,190 39,883 71,056 Total 370,495 394,818 492,048 We believe that there are opportunities for us to generate additional revenue from existing customers who are already familiar with our products.
Our revenues in the United States decreased by approximately $63.0 million, or 20%, to approximately $244.8 million for the year ended December 31, 2024, compared to approximately $307.8 million for the year ended December 31, 2023.
Our revenues in the United States decreased by approximately $46.1 million, or 18.9%, to approximately $198.7 million for the year ended December 31, 2025, compared to approximately $244.8 million for the year ended December 31, 2024.
Overview We design, develop, manufacture and commercialize innovative, energy-based, non-invasive, minimally invasive surgical aesthetic and medical treatment solutions. Since 2010, we have launched 14 product platforms (BodyTite, Optimas, Votiva, Contoura, Triton, EmbraceRF, EvolveX, Evoke, Morpheus8, EmpowerRF, Define, Envision, IgniteRF and OptimasMAX ) that we market and sell traditionally to plastic and facial surgeons, aesthetic surgeons, medical spas, dermatologists and OB/GYNs.
Since 2010, we have launched 16 product platforms (BodyTite, Optimas, Votiva, Contoura, Triton, EmbraceRF, EvolveX, Evoke, Morpheus8, EmpowerRF, Define, Envision, IgniteRF OptimasMAX, Luxora, ApexRF and Solaria ) that we market and sell primarily to plastic and facial surgeons, aesthetic surgeons, medical spas, dermatologists and OB/GYNs.
We expect our revenues from the sale of consumables and extended warranties to increase over time as our installed base continues to grow. we expect continued growth in sales of consumables as a result of, increased patient and physician awareness of our medical aesthetic products and additional sales representatives.
We expect continued growth in sales of consumables as a result of, increased patient and physician awareness of our medical aesthetic products and additional sales representatives.
This resulted in the year ended December 31, 2024 a decrease of approximately $62.6 million, or 15%, $23.0 million, or 53% and $11.7 million, or 28% in revenues from the sale of minimally invasive platforms, hands-free platforms and non-invasive platforms, respectively.
This resulted in the year ended December 31, 2025 a decrease of approximately $55.0 million, or 15.9%, $12.7 million, or 63.2% in revenues from the sale of minimally invasive platforms, hands-free platforms, and increase of approximately $43.4 million, or 141.3% in revenues from non-invasive platforms, respectively.
Cost of revenues Our cost of revenues decreased by approximately $2.9 million, or 4%, to approximately $77.8 million for the year ended December 31, 2024, compared to approximately $80.7 million for the year ended December 31, 2023. This decrease was primarily due to decrease in sales.
Cost of revenues Our cost of revenues increased by approximately $1.7 million, or 2%, to approximately $79.5 million for the year ended December 31, 2025, compared to approximately $77.8 million for the year ended December 31, 2024. This increase was primarily due to an increase in freight costs in the amount of $2.2 million.
Our research and development expenses also include regulatory-related costs and expenses, external engineering fees, materials used and other overhead expenses that are incurred in connection with the design and development of our products. For further details with respect to government regulations we are subject to, see “Item 4B.
Our research and development expenses also include regulatory-related costs and expenses, external engineering fees, materials and other overhead expenses incurred in connection with the design and development of our products. We expense all of our research and development costs as incurred.
Revenue from repairs performed in the absence of extended warranties is recognized when the related services are performed.
Revenue from repairs performed in the absence of extended warranties is recognized when the related services are performed. More information regarding revenue recognition is discussed in Note 2q in our consolidated financial statements.
The decrease in the total revenues for the year ended December 31, 2024 was primarily generated by a decrease in the volume of medical aesthetic products sold by us as a result of the economic situation.
The decrease in the total revenues for the year ended December 31, 2025 was primarily generated by a decrease in the volume of medical aesthetic products sold by us as a result of the economic situation. In the future, we expect that revenues from the sale of minimally invasive platforms will continue to be a major contributor to our revenues.
The outflow from deferred tax income in the amount of $55.2 million was primarily due to release of valuation allowance in the U.S. and increase in inventory of $14.5 million and other receivables of $5.7 million.
The outflow from deferred tax income in the amount of $55.2 million was primarily due to release of valuation allowance in the U.S. and increase in inventory of $14.5 million and other receivables of $5.7 million. Additionally, our net profit for the year ended December 31, 2024, included $16.6 million in non-cash expenses primarily comprised of share-based compensation expense.
This decrease was primarily attributable to decrease in commission for sales in the amount of $11.4 million, decrease in share-based compensation in the amount of $5.8 million which was offset with increase in salaries in the amount of $1.8 million, related expenses in the amount of $1.2 million and, trade show and other marketing expenses in amount of $2.2 million.
This increase was primarily attributable to an increase in salaries and related expenses in the amount of $1.3 million which was offset by decrease in share-based compensation in the amount of $1.1 million.
In the future, we expect that revenues from the sale of minimally invasive platforms will continue to be a major contributor to our revenues. 66 We sell our products directly in the United States, Canada, United Kingdom, Ireland, Spain, Portugal, France, Belgium, Luxemburg, Italy, Germany, Austria, Japan, Australia and India, and indirectly through third-party distributors in other countries.
We sell our products directly in the United States, Canada, the United Kingdom, Ireland, Spain, Portugal, France, Belgium, Luxembourg, Italy, Germany, Austria, Japan, Australia, India, Thailand and Argentina, and indirectly through third-party distributors in other countries.
For the year ended December 31, 2024, we derived approximately 80% of our revenues from the sale of medical aesthetic products and approximately 20% of our revenues from the sale of consumables and extended warranties.
For the year ended December 31, 2025, we derived approximately 78% of our revenues from the sale of medical aesthetic products and approximately 22% of our revenues from the sale of consumables and extended warranties. We expect our revenues from the sale of consumables and extended warranties to increase over time as our installed base continues to grow.
Research and Development Expenses Our research and development expenses consist of salaries and personnel-related expenses, including share-based compensation expenses, for our employees that are primarily engaged in research, development and engineering activities.
We expect to see pressure on our gross margin due to increase costs and sales of more expensive laser-based devices in the future. Research and Development Expenses Our research and development expenses consist of salaries and personnel-related expenses, including share-based compensation expenses, for our employees that are primarily engaged in research, development and engineering activities.
The entitlement to such benefits depends upon our compliance with the terms and conditions set out in these laws. We are subject to income taxes in Israel, the U.S. and other foreign jurisdictions. Our effective tax rate is primarily impacted by the geographical mix of taxable income and loss.
We are subject to income taxes in Israel, the U.S. and other foreign jurisdictions. Our effective tax rate is primarily impacted by the geographical mix of taxable income and loss. We record a tax provision for the anticipated tax consequences of our reported operating results.
This decrease was attributable to a decrease in sales of our minimal invasive platforms worldwide in the amount of $62.6 million, a decrease in the sales of our hand free platforms worldwide in the amount of $23.0 million, and a decrease of $11.7 decrease from non-invasive.
This decrease was attributable to a decrease in sales of our minimal invasive platforms worldwide in the amount of $55.0 million, a decrease in the sales of our hand free platforms worldwide in the amount of $12.7 million, offset by increase of $43.4 million from non-invasive mainly from introduction of 2 new products in 2025, ApexRF and Solaria .
Since inception in January 2008, we have not received any debt financing from banks or issued any preferred or debt securities. We have received aggregate net proceeds of approximately $109.8 million from issuances of our ordinary shares, including approximately $69.8 million from our initial public offering.
We have received aggregate net proceeds of approximately $111.2 million from issuances of our ordinary shares, including approximately $69.8 million from our initial public offering.
Our revenues outside of the United States decreased by approximately $34.2, or 19%, to approximately $150.0 million for the year ended December 31, 2024, compared to approximately $184.2 million for the year ended December 31, 2023. This decrease was primarily due to global slowdown in demand for aesthetic procedures and capital equipment sales.
Our revenues outside of the United States increased by approximately $21.8 million, or 14.5%, to approximately $171.8 million for the year ended December 31, 2025, compared to approximately $150.0 million for the year ended December 31, 2024. This increase was primarily due to increase in sales in Europe and Asia.
For the years ended December 31, 2024 and 2023 we derived approximately $344.0 million, or 87% and $406.6 million, or 83%, respectively, of our total revenues from the sale of minimally invasive platforms, and we derived approximately $20.1 million, or 5% and $43.1 million, or 8%, respectively, of our total revenues from the sale of hands-free platforms and approximately $30.7 million, or 8% and $42.4 million, or 9%, respectively, of our total revenues from the sale of non-invasive platforms.
We have expanded our sales and marketing organization as well as our number of platforms, to help us drive and support revenue growth and hope to continue this expansion. 64 For the years ended December 31, 2025 and 2024 we derived approximately $289.0 million, or 78% and $344.0 million, or 87%, respectively, of our total revenues from the sale of minimally invasive platforms, and we derived approximately $7.4 million, or 2% and $20.1 million, or 5%, respectively, of our total revenues from the sale of hands-free platforms and approximately $74.1 million, or 20% and $30.7 million, or 8%, respectively, of our total revenues from the sale of non-invasive platforms.
More information regarding revenue recognition is discussed in Note 2q in our consolidated financial statements. 68 Income Taxes The provision for income tax is calculated based on our assumptions as to our entitlement to various benefits under the applicable tax laws in the jurisdictions in which we operate.
Income Taxes The provision for income tax is calculated based on our assumptions as to our entitlement to various benefits under the applicable tax laws in the jurisdictions in which we operate. The entitlement to such benefits depends upon our compliance with the terms and conditions set out in these laws.
As of December 31, 2024, we purchased 16.05 million ordinary shares in the amount of $285.4 million under these repurchase programs. As of December 31, 2024, we had working capital of approximately $644.6 million, and our primary source of liquidity was approximately $596.5 million in cash and cash equivalents, marketable securities and short-term bank deposits.
As of December 31, 2025, we had working capital of approximately $627.9 million, and our primary source of liquidity was approximately $555.3 million in cash and cash equivalents, marketable securities and short-term bank deposits.
This increase was primarily attributable to the increase in professional services in the amount of $0.9 million, increase in product liability provision in the amount of $0.5 million which was offset with decrease in share-based compensation in the amount of $0.5 million. 70 Finance income, net Our finance income, net was approximately $30.9 million for the year ended December 31, 2024, compared to approximately $21.6 million for the year ended December 31, 2023.
This increase was primarily attributable to the increase in professional services in the amount of $1.4 million, increase in salaries in the amount of $0.6 million which was offset with decrease in product liability provision in the amount of $0.5 million.
General and administrative expenses Our general and administrative expenses increased by approximately $0.8 million, or 9%, to approximately $10.0 million for the year ended December 31, 2024, compared to approximately $9.2 million for the year ended December 31, 2023.
Research and development expenses Our research and development expenses increased to approximately $13.3 million for the year ended December 31, 2025, compared to approximately $13.1 million for the year ended December 31, 2024.
The outflow from operating assets and liabilities in the amount of $41.4 million was primarily due to an increase of $16.1 million in accounts receivable due to an increase in sales through distributors, and an increase in other liabilities of $12.6 million, primarily in income tax due to one-time payments of the Company to the Israeli tax authority discussed above, and an increase of $5.2 million in inventories to meet growth in anticipated sales.
The outflow from operating assets and liabilities in the amount of $24.3 million was primarily due to an increase of $7.5 million in accounts receivable due to an increase in sales through distributors and increase in inventory of $14.5 million and other receivables of $3.7 million.
This decrease was primarily attributable to recognition of a NOL deferred tax asset in amount of $55.6 million . See “Item 10E. Additional Information–Taxation”. Liquidity and Capital Resources Historically, we have funded our operations primarily from cash flows from operations, from private placements of our ordinary shares, from our initial public offering in August 2019 and from exercise of options.
Additional Information–Taxation.” Liquidity and Capital Resources Historically, we have funded our operations primarily from cash flows from operations, from private placements of our ordinary shares, from our initial public offering in August 2019 and from exercise of options. Since inception in January 2008, we have not received any debt financing from banks or issued any preferred or debt securities.
In May 2024, we approved a share repurchase program of up to 8.37 million ordinary shares, to be purchased out of our cash reserve. In September 2024, we approved a share repurchase program of up to 7.68 million ordinary shares, to be purchased out of our cash reserve.
As previously disclosed, on February 3, 2025, we approved a share repurchase program of up to 10% of the Company’s outstanding ordinary shares in accordance with the terms of Rule 10b-18 of the Exchange Act, to be purchased out of our cash reserve. On April 4, 2025, we completed the repurchase of shares.
Removed
We have expanded our sales and marketing organization as well as our number of platforms, to help us drive and support revenue growth and intend to continue this expansion.
Added
Certain information called for by this Item 5, including a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 has been reported previously in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 under Item 5.
Removed
We expect our gross margin to be maintained at current levels over time to the extent we are successful in maintaining our average selling prices, as well as, offsetting increased material and shipping costs with reducing manufacturing costs as our sales volume increases. However, our gross margin may fluctuate from period to period.
Added
“Operating and Financial Review and Prospects”, filed with the SEC on February 4, 2025. Overview We design, develop, manufacture and commercialize innovative, energy-based, non-invasive, minimally invasive surgical aesthetic and medical treatment solutions.
Removed
The liability for these unrecognized tax benefits totaled $3.4 million on December 31, 2024 (see Note 13 to our consolidated financial statements for additional information).
Added
We expect our cost of revenues to increase in absolute dollars primarily as, and to the extent that, our revenue grows.
Removed
For the year ended December 31, 2023, net cash used in financing activities was $5.5 million, which consisted of proceeds from the exercise of options. Research and Development, Patents and Licenses, etc. For a description of the Company’s research and development policies, see “Item 4B. Information on the Company–Business Overview–Intellectual Property”.
Added
Finance income, net Our finance income, net was approximately $24.9 million for the year ended December 31, 2025, compared to approximately $30.9 million for the year ended December 31, 2024.
Removed
Recently Issued Accounting Pronouncements Certain recently issued accounting pronouncements are discussed in Note 2 in our consolidated financial statements. 72
Added
This decrease was offset by increase in exchange rate income of $5.6 million due to fluctuations of USD to foreign currencies during 2025.
Added
This increase was primarily attributable to recognition of a NOL deferred tax asset in amount of $55.6 million during 2024. See “Item 10E.
Added
In total and as of December 31, 2025, we purchased 6.95 million ordinary shares at an average price paid per share of $18.337 under the repurchase program.
Added
The primary reason for net cash provided by operating activities was the net profit of $93.8 million, increase in accounts payables of $4.1 million and increase in other liabilities of $2.1 million.
Added
Net Cash Used in Financing Activities For the year ended December 31, 2025, net cash used in financing activities was $126.1 million, which consisted of $127.4 million outflow as part of our share repurchase programs. This outflow was partially offset by inflow of $1.4 million related to proceeds from the exercise of options.
Added
For a description of the Company’s research and development policies, see “Item 4B.
Added
Strategic Considerations The Company’s Board of Directors regularly evaluates the Company’s strategic direction and considers alternatives with a view to enhancing long-term shareholder value. The Company may from time to time receive unsolicited inquiries or proposals from third parties.
Added
It may also consider a range of potential strategic transactions, which could include, among others, mergers, acquisitions, divestitures, strategic partnerships or other business combinations, as well as continuation of the Company’s existing business and strategy as discussed in this report. 70 Evaluation of any strategic alternative or unsolicited inquiry is subject to a number of factors, including market conditions, the Company’s financial performance and prospects and the interests of the Company’s stakeholders.
Added
Of course, any such process is subject to a legal and regulatory process. There can be no assurance that consideration of any such matter would result in the Company entering into a transaction nor if a transaction were to come to pass can there be any certainty regarding the likelihood, timing, structure or terms of any such transaction.
Added
The Company does not intend to disclose developments regarding the evaluation of strategic alternatives or unsolicited inquiries unless and until it determines that such further disclosure is appropriate or required under applicable securities laws. Recently Issued Accounting Pronouncements Certain recently issued accounting pronouncements are discussed in Note 2 in our consolidated financial statements.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

77 edited+21 added−37 removed124 unchanged
Biggest changeMichael Kreindel 58 Chief Technology Officer and Director Dr. Michael Anghel (1)(2) 86 Chairman of the Board of Directors Dr. Hadar Ron, M.D. (1)(2) 66 Director Bruce Mann (1)(2)(3) 90 Director Mr. Nadav Kenneth (1)(2)(3) 65 Director (1) Member of Audit & Investment Committee (2) Member of Compensation, Nominating and Corporate Governance Committee (3) Mr. Nadav Kenneth replaced Dr.
Biggest changeName Age Position Moshe Mizrahy 73 Chief Executive Officer and Director Yair Malca 48 Chief Financial Officer Michael Dennison 45 President, North America Dr. Michael Kreindel 59 Chief Technology Officer and Director Dr. Michael Anghel (1)(2) 87 Chairman of the Board of Directors Dr. Hadar Ron, M.D. (1)(2) 67 Director Mr.
Mizrahy has a B.S. in Engineering from the Tel Aviv University and an MBA from Pace University, New York. Yair Malca. Yair Malca has served as our Chief Financial Officer since 2017. In his previous role, Mr. Malca was the Director of Finance for Jazz Semiconductor, Inc., a developer of integrated circuits and semiconductors, from 2013 to 2017.
Mr. Mizrahy has a B.S. in Engineering from the Tel Aviv University and an MBA from Pace University, New York. Yair Malca. Yair Malca has served as our Chief Financial Officer since 2017. In his previous role, Mr. Malca was the Director of Finance for Jazz Semiconductor, Inc., a developer of integrated circuits and semiconductors, from 2013 to 2017.
Exculpation, Indemnification and Insurance of Directors and Officers Our amended and restated articles of association allow us to indemnify, exculpate and insure our office holders, either pursuant to an undertaking made in advance of an event or following an event, to the fullest extent permitted by the Companies Law, the Israeli Securities Law, 5738-1968, or the Securities Law, and the Economic Competition Law, 5748-1988, or the Economic Competition Law, in respect of liabilities, payments and expenses incurred for acts performed and omissions committed as an office holder.
Exculpation, Indemnification and Insurance of Directors and Officers Indemnification Our amended and restated articles of association allow us to indemnify, exculpate and insure our office holders, either pursuant to an undertaking made in advance of an event or following an event, to the fullest extent permitted by the Companies Law, the Israeli Securities Law, 5738-1968, or the Securities Law, and the Economic Competition Law, 5748-1988, or the Economic Competition Law, in respect of liabilities, payments and expenses incurred for acts performed and omissions committed as an office holder.
Under the Companies Law, however, a company may not indemnify, exculpate or insure an office holder against any of the following: • a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; • a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; • an act or omission committed with intent to derive illegal personal benefit; or • a fine, civil fine, monetary sanction or forfeit levied against the office holder.
Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following: • a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; • a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; • an act or omission committed with intent to derive illegal personal benefit; or • a fine, civil fine, monetary sanction or forfeit levied against the office holder.
Such undertaking shall detail the foreseen events and amount or criteria mentioned above; • reasonable litigation expenses, including reasonable attorneys’ fees, incurred by the office holder (i) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (a) no indictment was filed against such office holder as a result of such investigation or proceeding, and (b) no financial liability was imposed upon him or her as a substitute for a criminal proceeding against them as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that did not require proof of criminal intent; and (ii) in connection with a monetary sanction; • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent; • expenses incurred by the office holder with respect to proceedings held pursuant to certain provisions of the Economic Competition Law; • a monetary liability imposed on the office holder in favor of a payment for a breach offended at an Administrative Procedure (as defined below) as set forth in Section 52(54)(a)(1)(a) of the Securities Law; • expenses expended by the office holder with respect to an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and 88 • any other obligation or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.
Such undertaking shall detail the foreseen events and amount or criteria mentioned above; • reasonable litigation expenses, including reasonable attorneys’ fees, incurred by the office holder (i) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (a) no indictment was filed against such office holder as a result of such investigation or proceeding, and (b) no financial liability was imposed upon him or her as a substitute for a criminal proceeding against them as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that did not require proof of criminal intent; and (ii) in connection with a monetary sanction; • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent; • expenses incurred by the office holder with respect to proceedings held pursuant to certain provisions of the Economic Competition Law; 85 • a monetary liability imposed on the office holder in favor of a payment for a breach offended at an Administrative Procedure (as defined below) as set forth in Section 52(54)(a)(1)(a) of the Securities Law; • expenses expended by the office holder with respect to an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and • any other obligation or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.
Compensation, Nominating and Corporate Governance Committee Roles The compensation, nominating and corporate governance committee is responsible for (i) recommending the compensation policy to our board of directors for its approval (and subsequent approval by our shareholders) and (ii) undertaking duties related to the compensation policy and to the compensation of our office holders, including: • recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than five years from the Company’s initial public offering, or otherwise three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur five years from the Company’s initial public offering, or otherwise every three years); • recommending to the board of directors periodic updates to the compensation policy; • assessing implementation of the compensation policy; • determining whether to approve the terms of compensation of certain office holders which, according to the Companies Law, require the committee’s approval; • determining whether the compensation terms of a candidate for the position of the chief executive officer of the Company needs to be brought to approval of the shareholders according to the Companies Law; and • determining, subject to the approval of the board of directors and under special circumstances, whether to override a determination of the Company’s shareholders regarding certain compensation related issues. 84 Our compensation, nominating and corporate governance charter sets forth the responsibilities of the compensation, nominating and corporate governance committee, which include: • the responsibilities set forth in the compensation policy; • reviewing and approving the granting of options and other incentive awards to the extent such authority is delegated by our board of directors; and • reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors.
Compensation, Nominating and Corporate Governance Committee Roles The compensation, nominating and corporate governance committee is responsible for (i) recommending the compensation policy to our board of directors for its approval (and subsequent approval by our shareholders) and (ii) undertaking duties related to the compensation policy and to the compensation of our office holders, including: • recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than five years from the Company’s initial public offering, or otherwise three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur five years from the Company’s initial public offering, or otherwise every three years); • recommending to the board of directors periodic updates to the compensation policy; • assessing implementation of the compensation policy; • determining whether to approve the terms of compensation of certain office holders which, according to the Companies Law, require the committee’s approval; • determining whether the compensation terms of a candidate for the position of the chief executive officer of the Company needs to be brought to approval of the shareholders according to the Companies Law; and • determining, subject to the approval of the board of directors and under special circumstances, whether to override a determination of the Company’s shareholders regarding certain compensation related issues. 81 Our compensation, nominating and corporate governance charter sets forth the responsibilities of the compensation, nominating and corporate governance committee, which include: • the responsibilities set forth in the compensation policy; • reviewing and approving the granting of options and other incentive awards to the extent such authority is delegated by our board of directors; and • reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors.
Under the Companies Law, our audit and investment committee is responsible for: • determining whether there are deficiencies in the business management practices of the Company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the board of directors to improve such practices; • determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under the Companies Law) (see “—Approval of Related Party Transactions under Israeli Law—Office Holders”); • establishing the approval process (including by conducting competitive proceedings) for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; • where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; 81 • examining our internal audit controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to fulfill his responsibilities; • examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; and • establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees.
Under the Companies Law, our audit and investment committee is responsible for: • determining whether there are deficiencies in the business management practices of the Company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the board of directors to improve such practices; • determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under the Companies Law) (see “—Approval of Related Party Transactions under Israeli Law—Office Holders”); • establishing the approval process (including by conducting competitive proceedings) for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; • where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; 78 • examining our internal audit controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to fulfill his responsibilities; • examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; and • establishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees.
The compensation policy must furthermore consider the following additional factors: • the education, skills, expertise and accomplishments of the relevant office holder; • the office holder’s roles and responsibilities and prior compensation agreements with him or her; 82 • the ratio between the cost of the terms offered and the cost of the employment of other employees of the company, including those employed through outsourcing firms, in particular the ratio between such cost to the average and median salary of such employees of the company; • the impact of disparities in salary upon work relationships in the company; • the possibility of reducing variable compensation at the discretion of the board of directors; • the possibility of setting a limit on the exercise value of non-cash variable equity-based compensation; and • as to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.
The compensation policy must furthermore consider the following additional factors: • the education, skills, expertise and accomplishments of the relevant office holder; 79 • the office holder’s roles and responsibilities and prior compensation agreements with him or her; • the ratio between the cost of the terms offered and the cost of the employment of other employees of the company, including those employed through outsourcing firms, in particular the ratio between such cost to the average and median salary of such employees of the company; • the impact of disparities in salary upon work relationships in the company; • the possibility of reducing variable compensation at the discretion of the board of directors; • the possibility of setting a limit on the exercise value of non-cash variable equity-based compensation; and • as to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.
The maximum and aggregate indemnification amount for all current and future indemnified persons under such agreements is the greater of (i) an amount equal to 25% of our shareholders’ equity on a consolidated basis, based on our most recent financial statements made publicly available before the date on which the indemnity payment is made and (ii) $40 million. 89 D.
The maximum and aggregate indemnification amount for all current and future indemnified persons under such agreements is the greater of (i) an amount equal to 25% of our shareholders’ equity on a consolidated basis, based on our most recent financial statements made publicly available before the date on which the indemnity payment is made and (ii) $40 million. D.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to confidentiality, noncompetition and assignment to us of intellectual property rights developed in the course of their employment or engagement with us. However, there can be no assurance that these agreements will be enforceable or that they will provide us with adequate protection. E.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to confidentiality, noncompetition and assignment to us of intellectual property rights developed in the course of their employment or engagement with us. However, there can be no assurance that these agreements will be enforceable or that they will provide us with adequate protection. 87 E.
Moshe Mizrahy co-founded the Company in 2008 and has been our Chief Executive Officer since inception and served as the Chairman of our board of directors from 2008 to July 2024. Prior to that, Mr. Mizrahy was co-founder and chief executive officer of Syneron Medical Ltd., a medical aesthetic device company based in Israel. Mr.
Moshe Mizrahy co-founded the Company in 2008 and has been our Chief Executive Officer and Director since inception and served as the Chairman of our board of directors from 2008 to July 2024. Prior to that, Mr. Mizrahy was co-founder and chief executive officer of Syneron Medical Ltd., a medical aesthetic device company based in Israel. Mr.
Anghel served as a full-time member of the Graduate School of Business Administration of the Tel Aviv University, where he taught finance and corporate strategy. Dr. Anghel holds a B.A. in Economics from the Hebrew University in Jerusalem and an M.B.A. and Ph.D. in Finance from Columbia University, New York. 73 Dr. Michael Kreindel. Dr.
Anghel served as a full-time member of the Graduate School of Business Administration of the Tel Aviv University, where he taught finance and corporate strategy. Dr. Anghel holds a B.A. in Economics from the Hebrew University in Jerusalem and an M.B.A. and Ph.D. in Finance from Columbia University, New York. Dr. Michael Kreindel. Dr.
Under the Companies Law, the Securities Law and the Economic Competition Law, a company may obtain insurance for an office holder against the following liabilities incurred in his or her capacity as an office holder, to the extent provided in the company’s articles of association: • a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; • a breach of the duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; • a financial liability imposed on the office holder in favor of a third party; • expenses incurred by the office holder with respect to proceedings held pursuant to certain provisions of the Economic Competition Law; • a monetary liability imposed on the office holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Securities Law; and • expenses incurred by an office holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorneys’ fees.
Insurance Under the Companies Law, the Securities Law and the Economic Competition Law, a company may obtain insurance for an office holder against the following liabilities incurred in his or her capacity as an office holder, to the extent provided in the company’s articles of association: • a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; • a breach of the duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; • a financial liability imposed on the office holder in favor of a third party; • expenses incurred by the office holder with respect to proceedings held pursuant to certain provisions of the Economic Competition Law; • a monetary liability imposed on the office holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Securities Law; and • expenses incurred by an office holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorneys’ fees. 86 Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty.
Any such approval is subject to the terms of the Companies Law, setting forth, among other things, the appropriate parties of the company entitled to provide such approval, and the methods of obtaining such approval. 85 Disclosure of personal interest .
Any such approval is subject to the terms of the Companies Law, setting forth, among other things, the appropriate parties of the company entitled to provide such approval, and the methods of obtaining such approval. Disclosure of personal interest .
For purposes of the table below, we deem ordinary shares issuable pursuant to options, restricted share units or warrants that are currently exercisable or exercisable within 60 days of December 31, 2024, if any, to be outstanding and to be beneficially owned by the person holding the options, restricted share units or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
For purposes of the table below, we deem ordinary shares issuable pursuant to options, restricted share units or warrants that are currently exercisable or exercisable within 60 days of December 31, 2025, if any, to be outstanding and to be beneficially owned by the person holding the options, restricted share units or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
All other executive officers who are not directors are appointed by our Chief Executive Officer, and are subject to the terms of any applicable employment or consultancy agreements that we may enter into with each of them. 78 Under our amended and restated articles of association, our board of directors must consist of at least three directors and not more than seven directors.
All other executive officers who are not directors are appointed by our Chief Executive Officer, and are subject to the terms of any applicable employment or consultancy agreements that we may enter into with each of them. 75 Under our amended and restated articles of association, our board of directors must consist of at least three directors and not more than seven directors.
The agreements are terminable by us at will, subject to prior notice, which varies for each individual. Compensation of Individual Covered Executives The table and summary below outline the compensation granted to our five most highly compensated officeholders (as defined in the Companies Law) with respect to the year ended December 31, 2024.
The agreements are terminable by us at will, subject to prior notice, which varies for each individual. Compensation of Individual Covered Executives The table and summary below outline the compensation granted to our five most highly compensated officeholders (as defined in the Companies Law) with respect to the year ended December 31, 2025.
If a majority of the board of directors or the audit committee has a personal interest in the transaction, shareholder approval also would be required for the approval of such transaction. See “-Approval of Related Party Transactions under Israeli Law-Office Holders-Approval of office holders’ compensation”. Approval of office holders’ compensation.
If a majority of the board of directors or the audit committee has a personal interest in the transaction, shareholder approval also would be required for the approval of such transaction. See “-Approval of Related Party Transactions under Israeli Law-Office Holders-Approval of office holders’ compensation.” 83 Approval of office holders’ compensation.
Only members of the board of directors can be members of a board committee, unless the committee is solely advisory. 80 Audit and Investment Committee Our audit and investment committee consists of Dr. Michael Anghel, Dr. Hadar Ron and Mr. Nadav Kenneth. Dr. Anghel serves as chairperson of the audit and investment committee.
Only members of the board of directors can be members of a board committee, unless the committee is solely advisory. 77 Audit and Investment Committee Our audit and investment committee consists of Dr. Michael Anghel, Dr. Hadar Ron and Mr. Nadav Kenneth. Dr. Anghel serves as chairperson of the audit and investment committee.
Our audit and investment committee also periodically reviews the Company’s investment policy and guidelines, the investments made by the Company, the Company’s investment strategy and its compliance with the Company’s investment policy, and suggest to the board of directors modifications to be made to the Company’s investment policy.
Our audit and investment committee also periodically reviews the Company’s investment policy and guidelines, the investments made by the Company, the Company’s investment strategy and its compliance with the Company’s investment policy, and suggests to the board of directors modifications to be made to the Company’s investment policy.
Michael Kreindel, will hold office until our upcoming annual general meeting of shareholders to be held in 2025.
Michael Kreindel, will hold office until our upcoming annual general meeting of shareholders to be held in 2028.
Under the Companies Law, we would be required to include on our board of directors at least two members, each of whom qualifies as an external director, and as to whom special qualifications, voting requirements and other provisions would be applicable. We would also be required to include one such external director on each of our board committees.
Under the Companies Law, we would be required to include on our board of directors at least two members, each of whom qualifies as an external director, and as to whom special qualifications, voting requirements and other provisions would be applicable.
The grant above does not include 2,533,300 options, which we granted during January and February 2020, of which 2,518,300 were cancelled and regranted, in March 2020, following repricing of exercise price, and 15,000 were forfeited prior to the repricing of those options. As of December 31, 2024, 628,090 options are exercisable.
The grant above does not include 2,533,300 options, which we granted during January and February 2020, of which 2,518,300 were cancelled and regranted, in March 2020, following repricing of exercise price, and 15,000 were forfeited prior to the repricing of those options. As of December 31, 2025, 425,518 options are exercisable.
However, under regulations promulgated under the Companies Law, Israeli companies whose shares are traded on stock exchanges such as Nasdaq that do not have a controlling shareholder (as defined therein) and which comply with the requirements of the jurisdiction where the company’s shares are traded with respect to the appointment of independent directors and the composition of an audit committee and compensation committee, may elect not to follow the Companies Law requirements with respect to the composition of its audit committee and compensation committee and the appointment of external directors (provided that in the event that upon the appointment of a certain director all members of the board of directors of the company are from one and the same gender only, a director from the opposite gender will be appointed).
We would also be required to include one such external director on each of our board committees. 76 However, under regulations promulgated under the Companies Law, Israeli companies whose shares are traded on stock exchanges such as Nasdaq that do not have a controlling shareholder (as defined therein) and which comply with the requirements of the jurisdiction where the company’s shares are traded with respect to the appointment of independent directors and the composition of an audit committee and compensation committee, may elect not to follow the Companies Law requirements with respect to the composition of its audit committee and compensation committee and the appointment of external directors (provided that in the event that upon the appointment of a certain director all members of the board of directors of the company are from one and the same gender only, a director from the opposite gender will be appointed).
(2) Represents the share-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2024, based on the Share-based Compensation fair value, calculated in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 13 to our consolidated financial statements. (3) On February 12, 2024, Mr.
(2) Represents the share-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2025, based on the Share-based Compensation fair value, calculated in accordance with accounting guidance for share-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 13 to our consolidated financial statements.
Compensation of Directors as a Group The aggregate compensation paid by us to our directors for the year ended December 31, 2024, was approximately $308 thousand, including share-based compensation expenses of approximately $115 thousand. This amount does not include reimbursements or coverage of expenses.
Compensation of Directors as a Group The aggregate compensation paid by us to our directors for the year ended December 31, 2025, was approximately $861 thousand, including share-based compensation expenses of approximately $116 thousand. This amount does not include reimbursements or coverage of expenses.
The shareholders’ special majority consists of a majority vote of the shares present and voting at a shareholders meeting, provided that either: • such majority includes at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in approving such resolution that are voted at the meeting, excluding abstentions; or • the total number of shares voted by non-controlling shareholders and by shareholders who do not have a personal interest against approving such resolution does not exceed 2% of the aggregate voting rights in the company.
Such determination of a company’s shareholders requires a special majority of either: • such majority includes at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in approving such resolution that are voted at the meeting, excluding abstentions; or • the total number of shares voted by non-controlling shareholders and by shareholders who do not have a personal interest against approving such resolution does not exceed 2% of the aggregate voting rights in the company.
As of December 31, 2024, 318 of our employees are located in the United States and Canada, 112 are located in Israel and the remainder are located in Europe, Asia and Latin America. We believe our employee relations are good.
As of December 31, 2025, 326 of our employees were located in the United States and Canada, 112 were located in Israel and the remainder were located in Europe, Asia and Latin America. We believe our employee relations are good.
The duties of the compensation, nominating and corporate governance committee include the recommendation to our board of directors of a policy regarding the terms of engagement of office holders (as defined in the Companies Law), to which we refer as a compensation policy.
The compensation committee must be comprised of at least three directors. The duties of the compensation, nominating and corporate governance committee include the recommendation to our board of directors of a policy regarding the terms of engagement of office holders (as defined in the Companies Law), to which we refer as a compensation policy.
Anghel also previously served as the chairman of the Center for Educational Technology and as the Chairman of the board of directors of Lahav Ltd (Tel-Aviv University Executive Program). Prior to launching his business career, Dr.
(NYSE, TASE: ELLO) until December 2023. Mr. Anghel also previously served as the chairman of the Center for Educational Technology and as the Chairman of the board of directors of Lahav Ltd (Tel-Aviv University Executive Program). Prior to launching his business career, Dr.
Michael Anghel as the new Chairman of the Board as of July 2024. Committees of the Board of Directors Under the Companies Law and our amended and restated articles of association, our board of directors is permitted to form committees, and to delegate to any such committee powers allotted to the board of directors, subject to certain exceptions.
Committees of the Board of Directors Under the Companies Law and our amended and restated articles of association, our board of directors is permitted to form committees, and to delegate to any such committee powers allotted to the board of directors, subject to certain exceptions.
Under the Companies Law, the chairman of the board of directors of a public company or his relatives cannot be vested with the authority of the chief executive officer of such a public company, without the approval of a special majority of such company’s shareholders.
Under the Companies Law, the chairman of the board of directors of a public company or his relatives cannot be vested with the authority of the chief executive officer of such a public company.
Nadav Kenneth became a director of the Company in April 2024, replacing Mr. Bruce Mann. Mr. Kenneth served for 22 years in the Israeli Army’s Intelligence corps (Unit 8200) where he led large R&D functions, was in charge of the strategic planning branch (plans, methodology, budgeting and monitoring) and commanded an intelligence unit. Following his service, Mr.
Kenneth served for 22 years in the Israeli Army’s Intelligence corps (Unit 8200) where he led large R&D functions, was in charge of the strategic planning branch (plans, methodology, budgeting and monitoring) and commanded an intelligence unit. Following his service, Mr.
Anghel has previously served on the board of directors and on the Investment Monitoring Committee of BiolineRx Ltd. (Nasdaq: BLRX) since 2010 and until 2024. From 1977 to 1999, he led the Discount Investment Corporation Ltd. (of the IDB Group) activities in the fields of technology and communications. In 1999, he founded CAP Ventures, an advanced technology investment company.
Anghel has been a director of the Company in August 2019. Dr. Anghel has previously served on the board of directors and on the Investment Monitoring Committee of BiolineRx Ltd. (Nasdaq: BLRX) since 2010 and until 2024. From 1977 to 1999, he led the Discount Investment Corporation Ltd. (of the IDB Group) activities in the fields of technology and communications.
These options expire on August 13, 2026, and (iii) 2,000 restricted share units vested within 60 days of December 31, 2024. (5) Consists of: (i) 5,000 ordinary shares, (ii) options to purchase 11,000 ordinary shares exercisable within 60 days of December 31, 2024, with an exercise price of $7.
(3) Consists of: (i) 7,000 ordinary shares, (ii) options to purchase 11,000 ordinary shares exercisable within 60 days of December 31, 2025, with an exercise price of $7, with such options expiring on August 13, 2026, and (iii) 2,000 restricted share units vesting within 60 days of December 31, 2025.
Accordingly, in January 2023, the number of reserved authorized and unissued ordinary shares of the company for issuance of awards pursuant to the 2018 Incentive Plan was last increased by an additional 800,000 ordinary shares to 8,378,000.
Accordingly, in January 2026, the number of reserved authorized and unissued ordinary shares of the company for issuance of awards pursuant to the 2018 Incentive Plan was increased by an additional 800,000 ordinary shares to a total of 9,978,000.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this Annual Report on Form 20-F. Name Age Position Moshe Mizrahy 72 Chief Executive Officer Yair Malca 47 Chief Financial Officer Dr.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this Annual Report on Form 20-F.
Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the terms of the consultancy agreement that we have entered into with him.
Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our board of directors. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the terms of the consultancy agreement that we have entered into with him.
Ron is a physician and attorney by education. She holds M.D. and L.L.B. degrees from Tel Aviv University and has studied at the School of Business Administration at Tel Aviv University. Bruce Mann. Mr. Bruce Mann served as a director of the Company from August 2019 to April 2024.
Ron is a physician and attorney by education. She holds M.D. and L.L.B. degrees from Tel Aviv University and has studied at the School of Business Administration at Tel Aviv University. Mr. Nadav Kenneth. Mr. Nadav Kenneth became a director of the Company in April 2024.Mr.
Such objectives will include the weight assigned to each achievement in the overall evaluation. A less significant portion of the chief executive officer’s annual cash bonus may be based on a discretionary evaluation of the chief executive officer’s overall performance by the compensation committee and the board of directors based on quantitative and qualitative criteria.
A less significant portion of the chief executive officer’s annual cash bonus may be based on a discretionary evaluation of the chief executive officer’s overall performance by the compensation committee and the board of directors based on quantitative and qualitative criteria.
As of December 31, 2024, up to 8,378,000 of our authorized and unissued ordinary shares may be issued pursuant to awards under the 2018 Incentive Plan.
As of December 31, 2025, up to 1,583,202 of our authorized and unissued ordinary shares may be issued pursuant to awards under the 2018 Incentive Plan.
View Ltd., a medical device company specializing in colorectal screenings, and CyTwist Ltd., an information technology start-up company, and as a board member of the following companies: Home Skinovations Ltd., SipNose Ltd., Pet Novations Ltd., Peri-Ness Technologies Ltd., Viroblock Ltd., O.G.D.H. Ltd., OrSense Ltd., and NanoPass Technologies Ltd. In addition, Dr.
View Ltd., a medical device company specializing in colorectal screenings, and Neurohelp Ltd., a Neurotechnology start-up company, and as a board member of the following companies: Home Skinovations Ltd. (under voluntary liquidation), SipNose Ltd. (under voluntary liquidation), Pet Novations Ltd., Peri-Ness Technologies Ltd., O.G.D.H. Ltd., OrSense Ltd., and Unbox Ventures Ltd. In addition, Dr.
In addition, a person who is subordinated, directly or indirectly, to the chief executive officer may not serve as the chairperson of the board of directors; the chairperson of the board of directors may not be vested with authorities that are granted to persons who are subordinated to the chief executive officer; and the chairperson of the board of directors may not serve in any other position in the company or in a controlled subsidiary, but may serve as a director or chairperson of a controlled subsidiary.
In addition, a person who reports, directly or indirectly, to the chief executive officer may not serve as the Chairman of the Board of Directors; the Chairman may not be vested with authorities of a person who reports, directly or indirectly, to the chief executive officer; and the Chairman may not serve in any other position in the company or a controlled company, but he or she may serve as a director or chairman of a controlled company.
In addition, the internal auditor may request that the chairman of the audit committee convene a meeting within a reasonable time to discuss an issue raised by the internal auditor.
In addition, the internal auditor may request that the chairman of the audit committee convene a meeting within a reasonable time to discuss an issue raised by the internal auditor The internal auditor will submit his internal auditor’s work plan for the approval of our audit committee.
(1) Percentage ownership is based on 69,558,670 ordinary shares outstanding (excluding treasury shares) as of December 31, 2024, and (ii) restricted share units and options to purchase ordinary shares in a total of 109,000 exercisable within 60 days of December 31, 2024, of our officers, directors and major shareholders (see “Item 7A.
(1) Percentage ownership is based on (i) 63,358,750 ordinary shares outstanding (excluding treasury shares) as of December 31, 2025, and (ii) restricted share units and options to purchase ordinary shares in a total of 101,000 exercisable within 60 days of December 31, 2025, of our officers, directors and major shareholders (see “Item 7A. Major Shareholders and Related Party Transactions–Major Shareholders”).
Instead, we intend to follow Israeli law and practice, in accordance with which our board of directors (or a committee thereof) is authorized to recommend to our shareholders director nominees for election.
In accordance with the exemptions available to foreign private issuers under Nasdaq rules, we follow Israeli law and practice, in accordance with which our board of directors (or a committee thereof) is authorized to recommend to our shareholders director nominees for election.
The Companies Law defines an extraordinary transaction as a transaction not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities, and defines a relative as a spouse, sibling, parent, grandparent, descendent, spouse’s descendant, sibling or parent, and the spouse of any of the foregoing.
This duty to disclose such information does not apply if the personal interest of the office holder derives solely from the personal interest of a relative of the office holder in a transaction unless it is an “extraordinary transaction.” The Companies Law defines an extraordinary transaction as a transaction not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities, and defines a relative as a spouse, sibling, parent, grandparent, descendent, spouse’s descendant, sibling or parent, and the spouse of any of the foregoing.
Special Arrangements There are no special arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. B. Compensation Employment and Consulting Agreements We have entered into employment or consulting agreements with all of our executive officers and key employees.
Special Arrangements We are not a party to, and there are no special arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. B.
Employees As of December 31, 2024, we had 599 employees worldwide, across 4 departments, including 3 employees on the executive team, 51 employees in finance, IT and administration, 385 employees in sales and marketing, 42 employees in research and development and 118 employees in manufacturing and assembly and supply chain.
Employees As of December 31, 2025, we had 660 employees worldwide, across four departments, including three employees on the executive team, 51 employees in finance, IT and administration, 440 employees in sales and marketing, 39 employees in research and development and 127 employees in manufacturing and assembly and supply chain.
We do not have any written agreement with any director providing for benefits upon the termination of such director’s relationship with our Company, other than our consultancy agreement with our Chief Executive Officer and our employment agreement with our Chief Medical Officer.
Our directors also benefit from directors' and officers' indemnification and exculpation agreements as well as from our directors' and officers' liability insurance policy. 73 We do not have any written agreement with any director providing for benefits upon the termination of such director’s relationship with our Company, other than our consultancy agreement with our Chief Executive Officer and our employment agreement with our Chief Medical Officer.
Under the 2018 Incentive Plan, as of December 31, 2024, we have granted restricted share units and options to purchase ordinary shares in a total of 7,753,180, of which 5,527,233 ordinary shares have been issued upon exercise of such options and 772,952 options and restricted share units have been forfeited and returned to the reserved authorized and unissued ordinary shares of the company under the 2018 Incentive Plan.
Under the 2018 Incentive Plan, as of December 31, 2025, we have granted restricted share units and options to purchase ordinary shares in a total of 8,589,500, of which 6,277,313 ordinary shares have been issued upon exercise of such restricted share units and options, and 994,702 options and restricted share units have been forfeited and returned to the reserved authorized and unissued ordinary shares of the company under the 2018 Incentive Plan.
From 2004 to 2005, Dr. Anghel served as CEO of DCM, the investment banking arm of the Israel Discount Bank (TASE: DSCT). Dr. Anghel has also previously served as the Chairman of the Audit Committee and the Chairman of the Remuneration Committee of Ellomay Capital Ltd. {NYSE, TASE : ELLO) until December 2023. Mr.
In 1999, he founded CAP Ventures, an advanced technology investment company. From 2004 to 2005, Dr. Anghel served as CEO of DCM, the investment banking arm of the Israel Discount Bank (TASE: DSCT). Dr. Anghel has also previously served as the Chairman of the Audit Committee and the Chairman of the Remuneration Committee of Ellomay Capital Ltd.
Options granted under the 2018 Incentive Plan are exercisable for a period of seven years following the date of grant, unless otherwise determined by our board of directors or our compensation committee. Exercise Price. Our board of directors or compensation committee has discretion in determining the exercise price of awards, subject to certain limitations.
The 2018 Incentive Plan permits grants of options to purchase ordinary shares, ordinary shares, restricted shares, or restricted share units. Exercise Period. Options granted under the 2018 Incentive Plan are exercisable for a period of seven years following the date of grant, unless otherwise determined by our board of directors or our compensation committee. Exercise Price.
The remedies generally available upon a breach of contract will also apply to a breach of the shareholder duties mentioned above, and in the event of discrimination against other shareholders, additional remedies may be available to the injured shareholder. 87 In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who, under the company’s articles of association, has the power to appoint or prevent the appointment of an office holder in the company, or has any other power with respect to the company, is under a duty to act with fairness towards the company.
In addition, any controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who, under the company’s articles of association, has the power to appoint or prevent the appointment of an office holder in the company, or has any other power with respect to the company, is under a duty to act with fairness towards the company.
The term “controlling shareholder” is defined in the Companies Law as a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.
Controlling Shareholders The Companies Law imposes the same disclosure requirements that apply to directors and office holders, as described above, on a controlling shareholder of a public company. The term “controlling shareholder” is defined in the Companies Law as a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.
Approval of Related Party Transactions under Israeli Law Office Holders The Companies Law codifies the fiduciary duties that office holders owe to a company. Each person listed in the table above under “Item 6A. Directors, Senior Management and Employees-Directors and Senior Management” who is engaged by us is an office holder under the Companies law. Fiduciary duties.
Each person listed in the table above under “Item 6A. Directors, Senior Management and Employees-Directors and Senior Management” who is engaged by us is an office holder under the Companies law. 82 Fiduciary duties. An office holder’s fiduciary duties consist of a duty of loyalty and a duty of care.
Our compensation committee and board of directors have exercised such authority in May 2024.
Historically, our compensation committee and board of directors has exercised such authority.
The 2008 Israeli Plan and the 2008 ROW Plan expired in January 2018 and additional grants may not be made thereunder; however, options granted under such plans prior to their expiration remain valid following such expiration. 2018 Incentive Plan On June 17, 2018, our board of directors adopted the 2018 Incentive Plan allowing us to grant shares, options to purchase our ordinary shares, restricted shares and restricted share units to our and our current and future affiliates’ Israeli and other non-U.S. employees, officers, directors, consultants and service providers.
Employee Benefit Plans 2018 Incentive Plan On June 17, 2018, our board of directors adopted the 2018 Incentive Plan allowing us to grant shares, options to purchase our ordinary shares, restricted shares and restricted share units to our and our current and future affiliates’ Israeli and other non-U.S. employees, officers, directors, consultants and service providers.
These agreements contain standard provisions for a company in our industry regarding non-solicitation, confidentiality of information, non-competition and assignment of inventions.
Compensation Employment and Consulting Agreements We have entered into employment or consulting agreements with all of our executive officers and key employees. These agreements contain standard provisions for a company in our industry regarding non-solicitation, confidentiality of information, non-competition and assignment of inventions.
As we do not have a controlling shareholder, we have elected to comply with the requirements of Nasdaq with respect to the composition of our board and such committees, and therefore we are exempt from the Companies Law requirements with respect thereto, including the appointment of external directors. 79 Alternate Directors Our amended and restated articles of association provide, as allowed by the Companies Law, that any director may, by written notice to us, appoint another person to serve as an alternate director at a meeting of the board of directors.
As we do not have a controlling shareholder, we have elected to comply with the requirements of Nasdaq with respect to the composition of our board and such committees, and therefore we are exempt from the Companies Law requirements with respect thereto, including the appointment of external directors.
Arrangements regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of directors and shareholders by simple majority, in that order, and under certain circumstances, a Special Majority Approval for Compensation. 86 Controlling Shareholders The Companies Law imposes the same disclosure requirements that apply to directors and office holders, as described above, on a controlling shareholder of a public company.
Arrangements regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of directors and shareholders by simple majority, in that order, and under certain circumstances, a Special Majority Approval for Compensation.
Furthermore, our chief executive officer will be entitled to recommend performance objectives, and such performance objectives will be approved by our compensation committee and, if required by law, by our board of directors. 83 The performance-measurable objectives of our chief executive officer will be determined annually by our compensation committee and board of directors.
The annual cash bonus that may be granted to executive officers (excluding our chief executive officer) may be based entirely on a discretionary evaluation. Furthermore, our chief executive officer will be entitled to recommend performance objectives, and such performance objectives will be approved by our compensation committee and, if required by law, by our board of directors.
Bruce Mann as a Director in April 2024 A brief biography of each person who serves as an executive officer and/or director of the Company is set forth below: Moshe Mizrahy.
Nadav Kenneth (1)(2) 66 Director (1) Member of Audit & Investment Committee (2) Member of Compensation, Nominating and Corporate Governance Committee A brief biography of each person who serves as an executive officer and/or director of the Company is set forth below: Moshe Mizrahy.
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our board of directors.
Board of Directors Under the Companies Law, our board of directors is responsible for setting our general policies and supervising the performance of management. Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to management.
These options expire on August 13, 2026, and (ii) 2,000 restricted share units vested within 60 days of December 31, 2024. (6) Consists of: (i) 50,242 ordinary shares, (ii) options to purchase 30,000 ordinary shares exercisable within 60 days of December 31, 2024, with an exercise price of $9.845.
(4) Consists of: (i) 71,138 ordinary shares, (ii) options to purchase 30,000 ordinary shares exercisable within 60 days of December 31, 2025, with an exercise price of $9.845, with such options expiring on March 14, 2027, and (iii) 36,000 restricted share units vesting within 60 days of December 31, 2025.
Unless terminated earlier, the 2018 Incentive Plan will continue in effect for a term of ten years from the date of its adoption. C. Board Practices Board of Directors Under the Companies Law, our board of directors is responsible for setting our general policies and supervising the performance of management.
Unless terminated earlier, the 2018 Incentive Plan will continue in effect for a term of ten years from the date of its adoption. C. Board Practices Corporate Governance Practices As an Israeli company, we are subject to various corporate governance requirements under the Companies Law.
All cash bonuses are limited to a maximum amount linked to the executive officer’s base salary. In addition, the total variable compensation components (cash bonuses and equity-based compensation) may not exceed 90% of each executive officer’s total compensation package with respect to any given calendar year.
In addition, the total variable compensation components (cash bonuses and equity-based compensation) may not exceed 90% of each executive officer’s total compensation package with respect to any given calendar year. 80 An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets.
Mizrahy currently sits on the board of directors of the following companies: SipNose Ltd., Pet Novations Ltd., Peri-Ness Technologies Ltd., Urifer Ltd., Escape Rescue Systems Ltd., New Forest Wood Products (2012) Ltd., Med Smart Hub Ltd., Ivy Next Ltd., M.N. Business Strategy Ltd. and Himalaya Family Office Advising Ltd. Mr.
View Ltd., Himalaya (P.T.C) M.M 2021 Ltd., SipNose Ltd. (under voluntary liquidation), Pet Novations Ltd., Peri-Ness Technologies Ltd., Urifer Ltd., Escape Rescue Systems Ltd. (under voluntary liquidation), New Forest Wood Products (2012) Ltd., Med Smart Hub Ltd., Ivy Next Ltd., MM INMD Ltd., Mizliz Real Estate Ltd., M.N. Business Strategy Ltd., Nidaria Technology Ltd., and Himalaya Family Office Advising Ltd.
Mizrahy was also the former chief executive officer of Home Skinovations Ltd., an international medical aesthetic consumer devices company active in the home use market, and is currently the chairman of its board since 2007. In addition to Home Skinovations Ltd., Mr.
Mizrahy was also the former chief executive officer of Home Skinovations Ltd. (under voluntary liquidation), an international medical aesthetic consumer devices company that was active in the home use market. In addition, Mr. Mizrahy currently sits on the board of directors of the following companies: Alto Real Estate Management (IL) Ltd., Aquapass Ltd., G.I.
Kenneth Holds a B.A. in Economics and Political Sciences from the Bar-Ilan University and an M.A. in Business Entrepreneurship from the Swinburne University in Australia/Israel. 74 Board Diversity The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
Kenneth holds a B.A. in Economics and Political Sciences from the Bar-Ilan University and an M.A. in Business Entrepreneurship from the Swinburne University in Australia/Israel. 72 Family Relationships There are no family relationships among any of our directors or officers.
These options expire on March 14, 2027, and (iii) 34,000 restricted share units vested within 60 days of December 31, 2024. (7) Consists of 798 ordinary shares. F. Disclosure of a Registrant ’ s Action to Recover Erroneously Awarded Compensation.
(5) Consists of 1,500 restricted share units vesting within 60 days of December 31, 2025. (6) Consists of 10,500 restricted share units vesting within 60 days of December 31, 2025. F. Disclosure of a Registrant ’ s Action to Recover Erroneously Awarded Compensation.
Israeli Companies Law Requirements Under the Companies Law, the board of directors of a public company must appoint a compensation committee.
Our Board of Directors has determined that each member of our compensation committee is independent under the corporate governance rules of Nasdaq, including the additional independence requirements applicable to the members of a compensation committee. Israeli Companies Law Requirements Under the Companies Law, the board of directors of a public company must appoint a compensation committee.
Awards are made pursuant to agreements and are subject to vesting and other restrictions as determined by the board of directors or the compensation committee. In January 2024, our board of directors determined that no increase to the number of shares reserved for issuance is required for 2024 calendar year.
Awards are made pursuant to agreements and are subject to vesting and other restrictions as determined by the board of directors or the compensation committee. The following paragraphs summarize the terms of the 2018 Incentive Plan: Plan Administration. Our board of directors or the compensation committee acts as the plan administrator. Types of Awards.
Michael Anghel (5) 18,000 * Yair Malca (6) 114,242 * Nadav Kenneth (7) 798 * Shakil Lakhani - - Total for all directors and executive officers as a group (8 persons) 6,838,298 9.82 % * Represents less than 1.0%.
Michael Kreindel 3,114,762 4.91 % Moshe Mizrahy 3,499,226 5.51 % Dr. Hadar Ron, M.D. (2) 57,270 * Dr. Michael Anghel (3) 20,000 * Yair Malca (4) 137,138 * Nadav Kenneth (5) 1,500 * Michael Dennison (6) 10,500 - Total for all directors and executive officers as a group (7 persons) 6,840,396 10.78 % * Represents less than 1.0%.
The 2018 Incentive Plan provides procedures for the cashless exercise of options. Transactions.
Our board of directors or compensation committee has discretion in determining the exercise price of awards, subject to certain limitations. The 2018 Incentive Plan provides procedures for the cashless exercise of options. 74 Transactions.
Malca holds a B.A. in Accounting and Economics from Haifa University and an MBA from Tel Aviv University, and is a Certified Public Accountant in Israel. Dr. Michael Anghel. Dr. Michael Anghel became the Chairman of the board of directors effective July 25, 2024. Dr. Anghel has been a director of the Company in August 2019. Dr.
Malca holds a B.A. in Accounting and Economics from Haifa University and an MBA from Tel Aviv University, and is a Certified Public Accountant in Israel. 71 Michael Dennison. Michael Dennision serves as our newly appointed President of North America since September 2025. In his previous roles, Mr.
A shareholder also has a general duty to refrain from discriminating against other shareholders.
A shareholder also has a general duty to refrain from discriminating against other shareholders. 84 The remedies generally available upon a breach of contract will also apply to a breach of the shareholder duties mentioned above, and in the event of discrimination against other shareholders, additional remedies may be available to the injured shareholder.
Removed
Bruce Mann is an independent advisor and consultant on corporate governance, corporate law, and capital markets matters, primarily for emerging technology companies. He was a senior partner, partner, or senior of counsel of Morrison & Foerster LLP for 30 years prior to his retirement in 2017. Mr.
Added
Dennison served in several positions in the Company, including as a sales manager from 2018 to 2022, regional manager from 2022 to 2024, and vice president from 2024 to 2025. Mr. Dennison holds a degree in Business from Lake Erie Collage. Dr. Michael Anghel. Dr. Michael Anghel became the Chairman of the board of directors effective July 25, 2024. Dr.
Removed
Mann has been a Governor-at-Large of the National Association of Securities Dealers (NASD) and a member of the New York Stock Exchange Legal Advisory Committee.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe services include an office sublease in Israel, mobile phone services, use of certain computer hardware and switchboard infrastructure, certain software licenses and limited personnel services. In relation to these services, Home Skinovations did not invoice us in the year ended December 31, 2024, nor did the Canadian subsidiary of Home Skinovations invoiced our Canadian subsidiary.
Biggest changeThe services have historically included an office sublease in Israel, mobile phone services, use of certain computer hardware and switchboard infrastructure, certain software licenses and limited personnel services. We did not receive any services from Home Skinovations for the year ended December 31, 2025. Relationship with Himalaya Family Office Consulting Ltd. Mr.
We have also obtained directors’ and officers’ liability insurance for each of our executive officers and directors. See “Item 6C. Directors, Senior Management and Employees-Board Practices-Exculpation, Indemnification and Insurance of Directors and Officers” for additional information. 92 C. Interests of Experts and Counsel Not applicable.
We have also obtained directors’ and officers’ liability insurance for each of our executive officers and directors. See “Item 6C. Directors, Senior Management and Employees-Board Practices-Exculpation, Indemnification and Insurance of Directors and Officers” for additional information. C. Interests of Experts and Counsel Not applicable.
Any future agreements with Home Skinovations must be reviewed and approved by our audit committee and board of directors. Service Agreements We receive certain services from, and provide certain services to, Home Skinovations. We do not consider these services to be material.
Any future agreements with Home Skinovations must be reviewed and approved by our audit committee and board of directors. Service Agreements From time to time, we receive certain services from, and provide certain services to, Home Skinovations. We do not consider these services to be material.
The options are generally subject to the further terms of the respective option plans, which we describe under “Item 6.B. Compensation-Employee Benefit Plans”. RSUs (restricted share units) Under the 2018 Incentive Plan, we have granted RSUs to our executive officers and certain of our directors.
The options are generally subject to the further terms of the respective option plans, which we describe under “Item 6.B. Compensation-Employee Benefit Plans.” RSUs (restricted share units) Under the 2018 Incentive Plan, we have granted RSUs to our executive officers and certain of our directors.
Agreements and Arrangements with Directors and Executive Officers We have entered into written employment or consulting agreements with each of our executive officers. See “Item 6. Directors, Senior Management and Employees – B. Compensation- Employment and Consulting Agreements”. Members of our board of directors are entitled to certain compensation for their services. See “Item 6.
Agreements and Arrangements with Directors and Executive Officers We have entered into written employment or consulting agreements with each of our executive officers. See “Item 6. Directors, Senior Management and Employees – B. Compensation- Employment and Consulting Agreements.” 89 Members of our board of directors are entitled to certain compensation for their services. See “Item 6.
Directors, Senior Management and Employees – C. Board Practices – Committees of the Board of Directors – Compensation, Nominating and Governance Committee”. Options Since our inception, we have granted options to purchase our ordinary shares to our executive officers and certain of our directors.
Directors, Senior Management and Employees – C. Board Practices – Committees of the Board of Directors – Compensation, Nominating and Governance Committee.” Options Since our inception, we have granted options to purchase our ordinary shares to our executive officers and certain of our directors.
We receive certain investment portfolio management services from Himalaya Family Office Consulting Ltd., with respect to part of our investment portfolio, and recorded expenses related to those services in the amount of $333 thousand for the year ended December 31, 2024.
We receive certain investment portfolio management services from Himalaya Family Office Consulting Ltd., with respect to part of our investment portfolio, and recorded expenses related to those services in the amount of $62 thousand for the year ended December 31, 2025.
Relationship with Himalaya Family Office Consulting Ltd. Mr. Moshe Mizrahy, our Chief Executive Officer, is a minor shareholder and board member of Himalaya Family Office Consulting Ltd., a company engaged in providing global investment portfolio management and risk management & analysis services.
Moshe Mizrahy, our Chief Executive Officer and Director, is a minor shareholder and board member of Himalaya Family Office Consulting Ltd., a company engaged in providing global investment portfolio management and risk management & analysis services.
Hadar Ron, one of our directors, serves on the board of directors of Home Skinovations. Home Skinovations is involved in the development, manufacture and distribution of home-use light-based devices for aesthetic applications, which include hair removal, anti-aging, microdermabrasion, cellulite and acne treatments.
Home Skinovations is involved in the development, manufacture and distribution of home-use light-based devices for aesthetic applications, which include hair removal, anti-aging, microdermabrasion, cellulite and acne treatments.
Percentages for table below are based on 69,558,670 ordinary shares (excluding treasury shares) outstanding as of December 31, 2024, and options to purchase ordinary shares and restricted share units in a total of 109,000 exercisable within 60 days of December 31, 2024, of our officers, directors and major shareholders (see “Item 6E. Directors, Senior Management and Employees-Share Ownership”).
Percentages for table below are based on 63,358,750 ordinary shares (excluding treasury shares) outstanding as of December 31, 2025, and options to purchase ordinary shares and restricted share units in a total of 101,000 exercisable within 60 days of December 31, 2025, of our officers, directors and major shareholders (see “Item 6E.
None of our shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. Number of Ordinary Shares Percentage BlackRock, Inc.
None of our shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. Number of Ordinary Shares Percentage Moshe Mirazhy 3,499,226 5.51 % B. Related Party Transactions Relationship with Home Skinovations Ltd. (under voluntary liquidation) Mr.
As of December 23, 2024, we have approximately 52,541 shareholders of record of our ordinary shares, approximately 47,802 of which are U.S. persons. These U.S. persons hold approximately 60% of our outstanding share capital.
Directors, Senior Management and Employees-Share Ownership”). 88 As of February 2, 2026, we had approximately 39,694 shareholders of record of our ordinary shares, approximately 32,602 of which are U.S. persons. These U.S. persons hold approximately 51% of our outstanding share capital.
Removed
(1) 6,587,699 9.46 % (1) According to a beneficial ownership report on Schedule 13G filed with the SEC by BlackRock Inc. (“Blackrock”), on February 6, 2024, BlackRock and its consolidated subsidiaries beneficially owned an aggregate of 6,587,699 outstanding ordinary shares of the Company.
Added
Moshe Mizrahy, our Chief Executive Officer and director, is a substantial shareholder and board member of Home Skinovations, and Dr. Hadar Ron, one of our directors, serves on the board of directors of Home Skinovations.
Removed
Other than as described in the table above, we have not independently confirmed this beneficial ownership information. 91 B. Related Party Transactions Relationship with Home Skinovations Ltd. (under voluntary liquidation) Mr. Moshe Mizrahy, our Chief Executive Officer, is a substantial shareholder and board member of Home Skinovations, and Dr.