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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 December, 2025
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 office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Issuance of Convertible Corporate Bonds
x Form 20-F ¨ Form 40-F On December 11, 2025, upon approval from the Board of Directors of MEDIROM Healthcare Technologies Inc. (the “Company”) and effective upon the delivery of a notice of acceptance from the Company, 11 investors subscribed to purchase the Company's Third Unsecured Convertible-Type Corporate Bonds with Share Options in an aggregate principal amount of 400,000,000 JPY (the "Bonds"). The issuance will be conducted through a third-party allotment, and each Bond will be issued in denominations of JPY 10,000,000. The sale of the Bonds is expected to close on December 12, 2025 (the “Closing Date”), on which date the Bonds will be issued to the investors (the “Bond Holders”) under the Terms of Third Unsecured Convertible-Type Corporate Bonds with Share Options (the “Indenture”) pursuant to the Companies Act of Japan. Under the Indenture, the Bonds will be unsecured, accrue interest at a rate of 2.0% per annum from the day immediately following the issue date until June 30, 2026 (the “Maturity Date”). Interest is payable in two installments, with the first payment due on December 29, 2025 and the final payment due on the Maturity Date, unless earlier redeemed or converted. Pursuant to the Indenture, the Company shall repay the total amount of the principal on the Maturity Date. The Company may extend the Maturity Date to December 25, 2026, by notifying the Bond Holders in writing or by electronic mail prior to the Maturity Date. If the Maturity Date is extended, remaining interest will be payable on June 30, 2026, and December 25, 2026. At any time between December 12, 2025, and June 10, 2026, the Bond Holder may convert each Bond at its option, in whole but not in part, into common shares, no par value, of the Company. The conversion price is JPY 343 per common share, subject to customary adjustments upon the occurrence of certain events. The Company may, at its option, redeem the Bonds prior to the Maturity Date on any business day falling between June 1, 2026 and the Maturity Date, provided that the Company has delivered to the Bond Holders, at least fifteen business days before the proposed redemption date, a notice of early redemption specifying such business day as the redemption date. The Company, acting with the agreement of the Bond Holder, may repurchase and cancel the Bonds prior to the Maturity Date. Under the Indenture, the Bond Holder may not transfer the Bonds without the consent of the Company’s board of directors.
Upon the occurrence of certain conditions, the Bond Holder may demand immediate repayment of the Bonds under the Indenture. These conditions include, among others, the Company’s failure to timely pay interest and failure to remedy the nonpayment within 30 days; certain other default events regarding other indebtedness incurred or guaranteed by the Company; the Company resolving to commence bankruptcy, civil rehabilitation, or similar proceedings, or receiving an order to commence such proceedings; or an asset essential to the Company’s business operations becoming subject to compulsory execution or provisional attachment, or the occurrence of other circumstances which significantly damage the creditworthiness of the Company.
The gross proceeds from the sale of the Bonds are expected to be JPY 400,000,000. The Company intends, but is not obligated, to use the proceeds from the sale of the Bonds for general corporate or financing purposes that the Company determines to be appropriate from time to time.
The Bonds are being issued and sold outside the United States in reliance upon the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds, the common shares issuable upon the conversion of the Bonds, and any American Depositary Shares that may represent such common shares issuable upon the conversion of the Bonds have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.
The foregoing description of the Bonds and the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, which is furnished herewith as Exhibit 4.1 hereto and is incorporated herein by reference.
This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Cautionary Statement Regarding Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties related to the risks set forth under “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on April 29, 2025 and in the Company’s other filings with the SEC. The transactions described in this report on Form 6-K may not be consummated for a variety of reasons, and, even if consummated, the Company may not realize some or even all of the anticipated benefits from the transactions. In addition, if consummated, there is a risk that the transactions may have an adverse impact on the Company’s business, financial condition, and results of operations. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
The information furnished in this report on Form 6-K (including the exhibit hereto) 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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent specifically provided in such a filing. The registrant hereby incorporates this report on Form 6-K (including the exhibit hereto) by reference into and as part of the Company’s registration statements on Form S-8 (Registration No. 333-274833) and Form F-3 (Registration Number 333-290161), and this report on Form 6-K shall be deemed to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished (to the extent the Company expressly states that it incorporates such furnished information by reference into such registration statement) by the Company.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Indenture relating to the Bonds [English Translation] |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MEDIROM HEALTHCARE TECHNOLOGIES INC. | ||
| Date: December 11, 2025 | ||
| By: | /s/ Fumitoshi Fujiwara | |
| Name: Fumitoshi Fujiwara | ||
| Title: Chief Financial Officer | ||
Exhibit 4.1
Terms of 3rd Unsecured Convertible-Type Corporate Bonds with Share Options of
MEDIROM Healthcare Technologies Inc.
| 1. | Name of Securities |
The name of securities is 3rd Unsecured Convertible-Type Corporate Bonds with Share Options (hereinafter referred to as the “CB”, the bond portion of which is hereinafter referred to as the “Bonds” and the share option portion of which is hereinafter referred to as the “Share Option”) of MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”)
| 2. | Total Amount of Issued Bonds |
JPY 400,000,000 (JPY 400,000,000 as face value)
| 3. | Amount of Each Bond |
JPY 10,000,000, one bond. The CBs may not be split into a bond the value of which is less than each of the Bonds.
| 4. | Paid-in Money for Each Bond |
JPY 10,000,000 (JPY 100 to be paid per JPY 100 face value)
| 5. | Paid-in Money for Each Share Option |
No payment is required in exchange for the Share Options.
| 6. | Matters Regarding CB Certificate |
The CB shall be a bearer security, and neither bond certificate nor share option certificate shall be issued. Pursuant to Paragraph 2 and 3 of Article 254 of the Companies Act, the CBs shall not be transferred severally in part by Bonds or Share Options only.
| 7. | Interest Rate of Bonds |
2.0% per annum
| 8. | Method of Payment of Interests and Due Date |
| (1) | Interests shall accrue from the next date of the Issue Date until Maturity Date, which date shall be included in accrual period, (provided, however, that the end of the period shall be the early redemption date in case of early redemption, or the buy-back date in case of buy-back pursuant to Paragraph 15 of these Terms; the same applies hereinafter). The first payment date shall be due on December 29, 2025 and the final payment shall be due on June 30, 2026. If the Maturity Date is extended pursuant to Paragraph 14(1), interest will be paid on June 30, 2026, and December 25, 2026. |
| (2) | In case of interests being paid for the period between the following day of the Issue Date and December 31, 2025, and the period of less than six months at the time of redemption, such interests shall be calculated on a daily basis. |
| (3) | In case interests are paid due on a bank holiday, the payment shall be made on the previous business day of such bank holiday. |
| (4) | No interests shall accrue after the redemption at maturity or early redemption. |
| 9. | Payment Due of the Bonds |
December 12, 2025
| 10. | Grant Date of the Share Options |
December 12, 2025
| 11. | Method of Offering |
The issuance will be conducted through a third-party allotment.
| 12. | Matters of Security Interests/Guarantee |
Neither security interest on property nor guarantee is attached to the CBs, and no asset is compromised for the CBs.
| 13. | No Bond Manager |
Since the CB satisfies the requirements set forth in the proviso of Article 702 of the Companies Act and Article 169 of the Ordinance of the Companies Act, there is no bond manager being engaged.
| 14. | Method of Redemption and Maturity Date |
| (1) | Redemption on the Maturity Date | |
| The Issuer shall repay the total amount of the principal on June 30, 2026 (the "Maturity Date"). However, the Issuer may extend the Maturity Date once to December 25, 2026, by notifying the Bondholders in writing or by electronic mail prior to the Maturity Date. Interest shall be calculated at the initially determined interest rate throughout the extended period. This is subject to the provisions regarding optional early redemption set forth in Sub-paragraph (2) of this Paragraph, and to the provisions regarding purchase and cancellation set forth in Paragraph 15. |
| (2) | Optional Early Redemption |
The Issuer may optionally redeem the outstanding principal balance of the Bonds on an Optional Early Redemption Date (as defined in Sub-paragraph ② below) at the redemption price adjusted in accordance with Sub-paragraph ③ below, together with accrued interest up to (but excluding the Optional Early Redemption Date), and expenses relating to the early redemption.
| ① | Principal Amount to be Redeemed |
The entire outstanding principal amount shall be redeemed; partial redemption is not permitted.
| ② | Optional Early Redemption Date |
The Optional Early Redemption Date shall be any Business Day from June 1, 2026, up to the Maturity Date, which is a Business Day designated in the redemption notice, and which is at least 15 Business Days after the date the redemption notice is submitted to the Bondholders. In the event the Maturity Date is extended pursuant to Sub-paragraph (1) of this Paragraph, the Optional Early Redemption Date shall be any Business Day from December 1, 2026, up to the extended Maturity Date, which is a Business Day designated in the redemption notice, and which is at least 15 Business Days after the date the redemption notice is submitted to the Bondholders.
| ③ | Redemption Price |
The redemption price shall be JPY 100 per JPY 100 of the face value of the Bonds.
| (3) | Except as provided for in this article, the Issuer may not repay the principal of the Bond prior to the maturity date for payment. |
| 15. | Repurchase and Extinguishment |
By mutual agreement with the Bondholders, the Issuer may repurchase and extinguish all of the Bonds prior to the Maturity Date.
| 16. | Special Clause for Acceleration |
In any of the following events occur to the Issuer, the Bonds shall be due and payable and thereafter the Share Options may not be exercised.
| (1) | The Issuer breaches Article 8 of these Terms in connection with any of the CBs and fails to cure within 30 days from such breach. |
| (2) | Acceleration triggers in relation to any bond other than the Bonds, or the Issuer fails to repay any bond which has been due. |
| (3) | Acceleration triggers in relation to any loan other than bonds, or the Issuer fails to perform its duties on guarantee that the Issuer gave for any bond or loan by other party and that became due, except for the case where the total amount (after conversion into Japanese Yen) of such duties does not exceed JPY 100,000,000. |
| (4) | The Issuer files a petition for commencement of bankruptcy procedure, civil rehabilitation procedure, corporate reorganization procedure, or special liquidation, or makes a board resolution of dissolution (excluding the event of dissolution where, in case of incorporation-type merger or absorption-type merger, duties in connection with the CBs are succeeded to by the newly-incorporated company or continuing company, without prejudice to the CB Holder’s interests). |
| (5) | The Issuer receives any order of commencement of bankruptcy procedure, civil rehabilitation procedure, corporate reorganization procedure, or special liquidation. |
| (6) | Compulsory execution, provisional attachment, or provisional disposition is implemented to any of Issuer’s essential asset for its business operation, a petition for auction (including public auction) is filed or attachment as a result of delinquent tax, or any other event that significantly harms Issuer’s credibility arises. |
| 17. | Number of Share Options attached to Bonds |
One share option is attached to each Bond, and the Issuer grants a total of 40 Share Options.
| 18. | Description of Share Options |
| (1) | Class and Method of Calculation of Number of Shares that are Subject to Share Options |
The class of shares that are subject to the Share Options shall be Issuer’s common shares, and the number of Issuer’s common shares that will be newly issued or disposed by the Issuer upon exercise of the Share Options (hereinafter, such issue or disposition of Issuer’s common shares are referred to as “delivery” of Issuer’s common shares.) shall be the maximum integer obtained by dividing the total paid-in amount of the Bonds pertaining to the exercised Share Options by the Conversion Price set forth in Item (3) of this paragraph; provided, however, that fractions less than one share arising from the exercise shall be rounded off and no cash adjustment shall be made.
| (2) | Description and Value of Property to be Contributed upon Exercise of Share Options |
Properties to be contributed upon exercise of the Share Options shall be the Bonds attached to the Share Options, and the value of such Bonds shall be the same as its paid-in amount.
| (3) | Conversion Price |
The price per share used to calculate the number of the Issuer's common shares to be delivered upon the exercise of the Share Options (hereinafter referred to as the "Conversion Price") shall be JPY 343, which is the amount obtained by converting into Japanese Yen the weighted average of the closing prices of the Issuer's American Depositary Shares representing one share of the Issuer's common shares on the NASDAQ Stock Market during the one-month period preceding November 26, 2025 (the day before the date of the resolution of the Board of Directors concerning the issuance of the Bonds with the Share Options), based on the TTM rate (Telegraphic Transfer Middle rate) for one US Dollar to Japanese Yen quoted by Sumitomo Mitsui Banking Corporation as of November 26, 2025. Any fraction less than JPY 1 resulting from the calculation shall be rounded up to the nearest whole yen.
In the event the Issuer conducts a share split or reverse share split of its common shares, the conversion price shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made to the conversion price of Share Options that have not been exercised at the time of such adjustment, and any fraction of less than one yen resulting from such adjustment shall be rounded down.
Adjusted Conversion Price ＝ Original Conversion Price x Ratio of Split or Reverse Split
Additionally, in the event of a merger, share exchange or statutory share transfer (hereinafter, collectively, referred to as “Mergers, Etc.”), in the event of a gratis allotment of shares of the Issuer, or in the other event where adjustment of the number of shares is necessary, the Issuer may, to the reasonable extent, adjust the Conversion Price, taking into consideration the conditions, of the Mergers, Etc., gratis allotment of shares of the Issuer, and the like.
| (4) | Share Options Exercisable Period |
The exercise period for the Share Options shall be from December 12, 2025, to June 10, 2026 (or December 7, 2026, if the Maturity Date of the Bonds is extended), provided, however, that the exercise period shall terminate earlier (i) in the case of optional early redemption of the Bonds at the Issuer's election, on the date the notice of redemption is submitted to the Bondholders, or (ii) in the case of loss of the benefit of time (acceleration), on the date such loss of the benefit of time occurs; and furthermore, if the last day of the exercise period is not a Bank Business Day, the last day of the exercise period shall be the immediately preceding Bank Business Day.
| (5) | Other Conditions to Exercise Share Options |
Partial exercise of the Share Options shall not be allowed.
| (6) | Matters regarding Acquisition and Conditions to Acquire the Share Options |
There are no terms and conditions for the Issuer to acquire the Share Options.
| (7) | Issue Price and Capitalization Amount of Shares to be Issued upon Exercise of Share Options |
| ① | Issue Price per Share in the Event Shares are Issued by Exercise of Share Options | |
| The issue price of one common share of the Issuer upon the exercise of the Share Options shall be the amount obtained by dividing the total amount to be paid for the Bonds subject to the exercise by the number of shares set forth in Item (1) of this paragraph. |
| ② | Stated Capital and Capital Reserve to be Increased in the Event Shares are Issued by Exercise of Share Options | |
| The amount of stated capital to be increased in the event shares are issued by exercise of the Share Options shall be one-half of the maximum amount of increase in stated capital calculated in accordance with Article 17(1) of the Company Accounting Rules, and any fraction of less than one yen resulting from such calculation shall be rounded up. In addition, the amount of capital reserve to be increased in the event shares are issued by exercise of the Share Options shall be the amount obtained by subtracting the amount of stated capital to be increased from the said maximum amount of increase in stated capital. |
| (8) | Reason for not Requiring Payment of Money in Exchange for Share Options and Rationale of Conversion Price |
The Bonds and Share Options are closely related: the Share Options are attached to the CBs and may not be transferred severally from the Bonds, and the Bonds in connection with such Share Options will be contributed in the case of exercise of the Share Options, and the exercisable period of the Share Options will end and be extinguished accordingly in the case of early repayment. Taking into account such relationship, and considering economic value in theory inherent in the Share Options based on the assumption of the Conversion Price determined as described in Article 18, Item (3) hereof, and economic value in practice to be obtained by the Issuer under the terms and conditions set forth herein and in the agreement to be entered into with the CB Holder, the interest rate, Early repayment and issue price of the Bonds and other issuance conditions, the Issuer has concluded that no cash payment is required in exchange for the Share Options.
| (9) | Method of Claim for Exercise of Share Options |
The CB Holder wishing to exercise the Share Options shall indicate, in a request form of exercise stipulated by the Issuer, the CBs in connection with the Share Options to be exercised, enter the date of the request and others, affix its name and seal thereto, and submit that form to the place of receipt of exercise set forth in Item (12) hereof during the exercisable period stipulated in Item (4) hereof.
| (10) | Timing of Effectuation of Exercise of Share Options |
Exercise shall take into effect on the day when the entire documents necessary for exercise has arrived at the designated place of receipt of exercise set forth in Item (12) hereof. When the exercise of the Share Options takes into effect, the redemption of the Bonds in connection such Share Options shall be deemed as due.
| (11) | Method of Delivery of Shares |
Upon exercise of the Share Options being effective, the Issuer shall record the CB Holder in Issuer’s register of shareholders and deliver shares to the CB Holder in accordance with related laws and regulations.
| (12) | Place of Receipt of Claim for Exercise of Share Options |
MEDIROM Healthcare Technologies Inc.
| 19. | Administrator of Repayment (Place of Redemption) |
Back Office Unit at MEDIROM Healthcare Technologies Inc.
| 20. | No Transfer |
The CBs shall not be transferred to any third party, without prior written consent by Issuer’s board of directors.
| 21. | Method of Redemption of Principal and Interest |
The repayment of principal and interest and other payments based on the Bonds shall be made by remittance to the bank account separately designated by the CB Holder. The Issuer shall be responsible for wiring fees.
| 22. | Method of Notice to CB Holder |
Except for otherwise required by laws and regulations, any notice to the CB Holder shall be made in writing.
| 23. | Exemption from Registration |
The solicitation with a view to issuing new securities (defined in the Financial Instruments and Exchange Act (Act no. 25 of 1948, as amended)) of this CB falls under Article 2(3)(ii)(c) of the Act, and thus, no registration statement set forth in Article 4(1) of the Act was filed in relation to such solicitation with a view to issuing new securities.
| 24. | Notice Requirement |
The CB holder, in the event it intends to transfer the Bonds, shall provide, in advance or at the same time of the transfer, to its transferee a written notice stating that: no registration statement set forth in Article 4(1) of the Financial Instruments and Exchange Act was filed in relation to the solicitation with a view to issuing new securities; CB Holder is prohibited from transferring the Bonds except where the transfer is made for the entire amount of the Bonds all in once by an acquirer or purchaser of the Bonds; and the Bonds is subject to the restriction on split.
| 25. | Others |
In the event any provisions of these Terms require replacement of terms or other measures due to amendment to the Companies Act or other laws, the Issuer will take necessary measures.
End