S-8

As filed with the Securities and Exchange Commission on February 14, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

InMode Ltd.

(Exact name of registrant as specified in its charter)

State of Israel	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Tavor Building, Sha’ar Yokneam P.O. Box 533 Yokneam 2069200, Israel	Not Applicable
(Address of Principal Executive Offices)	(Zip Code)

InMode Ltd. 2018 Incentive Plan

(Full titles of the plans)

Invasix Inc.

20996 Bake Parkway, Suite 106

Lake Forest, California

+1 (949) 387-5711

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Anna T. Pinedo Mayer Brown LLP 1221 Avenue of the Americas New York, NY 10020-1001 Tel: (212) 506-2500 Moshe Mizrahy InMode Ltd. Tavor Building, Sha’ar Yokneam P.O. Box 533 Yokneam 2069200, Israel Tel: +972-4-9097470

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 800,000 additional Ordinary Shares under the Registrant’s 2018 Plan pursuant to the automatic annual increase in the number of shares reserved for issuance under such plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the SEC on February 10, 2022 (Registration No. 333-262617). In accordance with the instructional note of Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the SEC:

• The Registrant’s annual report on Form 20-F (including exhibits thereto) filed with the SEC on February 14, 2023; and

• The description of the Registrant’s Ordinary Shares contained under the heading “Description of Share Capital” in the prospectus filed with the SEC on August 8, 2019 pursuant to Rule 424(b) of the Securities Act, included in the registration statement on Form F-1 (File No. 333-232615), as originally filed with the SEC on July 11, 2019.

All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Articles of Association (previously filed with the SEC as Exhibit 3.1 on Form 6-K on August 12, 2019 and incorporated by reference herein)
5.1	Opinion of Primes, Shiloh, Givon, Meir Law Firm
23.1	Consent of Kesselman & Kesselman, Certified Public Accountants (Israel), an independent registered public accounting firm and member firm of PricewaterhouseCoopers International Limited
23.2	Consent of Primes, Shiloh, Givon, Meir Law Firm (included in Exhibit 5.1)
24.1	Powers of Attorney (previously filed with the SEC as Exhibit 24.1 on Form S-8 on February 18, 2020 and incorporated by reference herein)
99.1	InMode Ltd. 2018 Incentive Plan (as previously filed with the SEC as Exhibit 10.3 of the Form F-1 Registration Statement on July 11, 2019 and incorporated by reference herein)
107.1	Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, InMode Ltd. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Yokneam, Israel on February 14, 2023.

INMODE LTD.
By:	/s/ Moshe Mizrahy
Name:	Moshe Mizrahy
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on February 14, 2023.

Signature	Title
*	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
Moshe Mizrahy
*	Chief Financial Officer (Principal Financial and Accounting Officer)
Yair Malca
*	Chief Technology Officer and Director
Dr. Michael Kreindel
*	Director
Dr. Hadar Ron, M.D.
*	Director
Bruce Mann
*	Director
Dr. Michael Anghel

*Moshe Mizrahy, by signing his name hereto, does sign this document on behalf of the above-noted individuals, pursuant to power of attorney duly executed by such individuals which has been filed as an exhibit to this Registration Statement.

By:	/s/ Moshe Mizrahy
	Moshe Mizrahy
	Attorney-In-Fact

Authorized Representative in the United States

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of InMode Ltd., has signed this Registration Statement in the city of Lake Forest, the State of California, on February 14, 2023.

INVASIX INC.
By:	/s/ Yair Malca
Name:	Yair Malca
Title:	Chief Financial Officer

EX-5.1

Exhibit 5.1

Ref:

To: InMode Ltd. Tavor Building, Sha’ar Yokneam P.O. Box 533   Yokneam 2069206, Israel February 14, 2023

Ladies and Gentlemen:

We have acted as Israeli legal counsel to InMode Ltd. (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed under the Securities Act of 1933, as amended (the “Act”), on or about the date of this letter to register an aggregate of 800,000 ordinary shares, NIS 0.01 par value (the “Shares”), of the Company, which will be issuable by the Company pursuant to the InMode Ltd. 2018 Incentive Plan (the “2018 Plan”).

We are familiar with the Registration Statement and the exhibits thereto. We have also examined originals or copies, certified or otherwise, of such other documents, certificates, evidence of corporate action and instruments, as we have deemed necessary or advisable for the purpose of rendering this opinion, including (i) the corporate and organizational documents of the Company, including the Amended and Restated Articles of Association of the Company; (ii) the 2018 Plan; (iii) resolutions of the board of directors (the “Board”) of the Company and the committees thereof and its shareholders which have heretofore been approved and, in each case, which relate to the Registration Statement and other actions to be taken in connection with the issuance of the Shares (the “Resolutions”) and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered, issued and sold, (ii) the Shares to be sold are issued in accordance with the terms of the 2018 Plan, (iii) the Company receives the full consideration for the Shares as stated in the 2018 Plan and any applicable award agreement, (iv) the per share consideration for each Share includes payment of cash or other lawful consideration at least equal to the par value of the ordinary shares of the Company, and (v) all applicable securities laws are complied with, it is our opinion that the Shares covered by the Registration Statement, when issued and sold by the Company, after payment therefor in the manner provided in the 2018 Plan and any applicable award agreement, will be legally issued, fully paid and non-assessable by the Company.

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm name wherever it appears in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Prospectus that may alter, affect or modify the opinions expressed herein.

Very truly yours,

Primes, Shiloh, Givon, Meir – Law Firm

- 2 -

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of InMode Ltd. of our report dated February 14, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in InMode Ltd.'s Annual Report on Form 20-F for the year ended December 31, 2022.

/s/ Kesselman & Kesselman

Certified Public Accountants (lsr.)

A member firm of PricewaterhouseCoopers International Limited

Tel-Aviv, Israel

February 14, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

InMode Ltd.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

CALCULATION OF REGISTRATION FEE

Security Type	Title of securities to be registered	Fee Calculation Rule	Amount to be registered(2)	Maximum offering price per share	Maximum aggregate offering price	Fee Rate	Amount of registration fee
Equity	Ordinary shares, NIS 0.01 par value(1)
	InMode Ltd. 2018 Incentive Plan (the “2018 Plan”)	Rule 457(c) and Rule 457(h))	800,000(3)	$34.62	$27,696,000(4)	0.00011020	$3,052.10
	Total		800,000		$27,696,000		$3,052.10
	Total Fee Offsets						-
	Net Fee Due						$3,052.10

(1)	Represents ordinary shares NIS 0.01 par value per share (“Ordinary Shares”) of InMode Ltd. (the “Registrant”) issuable under the 2018 Plan.
(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the “Registration Statement”) also covers an indeterminate number of additional Ordinary Shares that may be issued under the 2018 Plan to prevent dilution resulting from a share split, reverse share split, stock dividend, combination or reclassification of the Ordinary Shares, or any other increase or decrease in the number of issued Ordinary Shares effected without receipt of consideration by the Registrant.
(3)	Represents additional Ordinary Shares reserved for issuance under the 2018 Plan resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2018 Plan.
(4)	Estimated solely for the purpose of calculating the registration fee in accordance with paragraph (c) and (h) of Rule 457 under the Securities Act, based upon the average of the high and low prices of the Ordinary Shares, as reported on the Nasdaq Global Select Market on February 10, 2023.