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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2023
Commission File Number 001-39809
MEDIROM HEALTHCARE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Other Material Events
On June 1, 2023, MEDIROM Healthcare Technologies Inc. (the “Company”) received a written determination from the Nasdaq Hearings Panel (the “Panel”) notifying the Company that it has regained compliance with the net income standard set forth in Nasdaq Listing Rule 5550(b)(3) and the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1), as evidenced by the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “Annual Report”) on May 30, 2023, and advised that the Panel’s oversight process of the Company is now closed.
As previously disclosed, on December 28, 2022, the Company received a written notice from Nasdaq notifying the Company that, based upon the Company’s non-compliance with the $35 million market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2), the Company’s ADSs were to be suspended from trading on and delisted from Nasdaq. The Company timely requested a hearing before the Panel to appeal the delisting determination, which hearing was granted and held on February 16, 2023.
On March 15, 2023, the Company received a written notice from the Panel granting the Company’s request for continued listing on Nasdaq until May 1, 2023, subject to evidencing compliance by such date with the net income standard, which requires a minimum net income from continuing operations of $500,000 in the most recently completed fiscal year or two of the last three most recently completed fiscal years.
On April 28, 2023, the Company received a written notice from the Panel granting the Company’s request for an extension until May 19, 2023 to demonstrate compliance with the net income standard. On May 23, 2023, the Company received a written notice from the Panel granting the Company’s request for a further extension until May 30, 2023 to demonstrate compliance with the net income standard.
In addition, on May 23, 2023, the Company received a written notice from the department of Listing Qualifications of Nasdaq notifying the Company that it was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) due to the delay in the filing of the Annual Report. The Company was provided seven calendar days, or until May 30, 2023, to regain compliance. On May 30, 2023, the Company filed the Annual Report with the SEC, which Annual Report contains a net income from continuing operations of $1.1 million for the year ended December 31, 2022.
Issuance of Press Release
On June 2, 2023, the Company issued a press release to announce that it has regained compliance with the net income standard and the periodic filing requirements.
The press release furnished as Exhibit 99.1 to this report on Form 6-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release of the Company, dated June 2, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MEDIROM Healthcare Technologies Inc. | ||
| Date: June 2, 2023 | ||
| By: | /s/ Fumitoshi Fujiwara | |
| Name: Fumitoshi Fujiwara | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
MEDIROM Healthcare Technologies Inc.
Regains Compliance with
NASDAQ Continued Listing Requirements
New York/June 2, 2023 – MEDIROM Healthcare Technologies Inc. (NasdaqCM: MRM), a holistic healthcare company based in Japan (“MEDIROM” or the “Company”), today announced that on June 1, 2023, the Nasdaq Hearing Panel (the “Panel”) notified the Company that it has regained compliance with the net income standard set forth in Nasdaq Listing Rule 5550(b)(3) and the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1), as evidenced by the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 on May 30, 2023. The Panel also advised that the Panel’s oversight process of the Company is now closed. For more information regarding the Company’s compliance with Nasdaq’s continued listing requirements, please see the press release of the Company dated May 24, 2023, a copy of which was furnished as Exhibit 99.1 to a report on form 6-K filed by the Company with the SEC on May 24, 2023.
About MEDIROM Healthcare Technologies Inc.
MEDIROM, a holistic healthcare company, operates 313 (as of April 30, 2023) relaxation salons across Japan, Re.Ra.Ku®, being its leading brand, and provides healthcare services. In 2015, MEDIROM entered the health tech business, and launched new healthcare programs using on-demand training app called “Lav®”, which is developed by the Company. MEDIROM also entered the device business in 2020 and has developed a smart tracker “MOTHER Bracelet®”. MEDIROM hopes that its diverse health related services and products offering will help it collect and manage healthcare data from users and customers and enable it to become a leader in big data in the healthcare industry. For more information, visit https://medirom.co.jp/en.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ from those anticipated in these forward-looking statements, even if new information becomes available in the future.
■Contacts
Investor Relations Team
ir@medirom.co.jp