INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously reported, on December 31, 2025, MEDIROM Healthcare Technologies Inc. (the “Company”) issued to Kufu Company Holdings
Inc. (the “Bond Holder”) its Fourth Unsecured Convertible-Type Corporate Bonds with Share Options in the aggregate principal amount of JPY 275,000,000 (the “Bonds”), pursuant to the Terms of Fourth Unsecured Convertible-Type
Corporate Bonds with Share Options (the “Indenture”). The Bonds accrued interest at a rate of 5.0% per annum and were scheduled to mature on June 30, 2026 (the “Maturity Date”).
Additionally, as previously reported, on January 30, 2026, the Company and the Bond Holder entered into a Deemed Loan Agreement (the “Loan
Agreement”). Pursuant to the Loan Agreement, the Bond Holder loaned to the Company JPY 200,000,000. The loan bears interest at 10.0% per annum and is repayable on December 31, 2026.
Further, as previously reported, to secure the Company’s obligations under the Loan Agreement, on January 30, 2026, the Company pledged to the Bond
Holder all of the Company’s shares of MEDIROM MOTHER Labs Inc., a subsidiary of the Company, pursuant to a Share Pledge Agreement. The pledge secures all of the Company’s obligations under the Loan Agreement and grants the Bond Holder a
first-priority security interest in the pledge shares. Upon the occurrence of an acceleration of the Company’s obligations under the Loan Agreement, the Bond Holder may, without prior notice or demand, dispose of the pledged shares.
Effective on the Maturity Date, in lieu of cash repayment of the Bonds, the Company and the Bond Holder entered into an amendment to the Loan Agreement and
the Share Pledge Agreement, dated July 14, 2026 (the “Amendment”). Pursuant to the Amendment, the Bond Holder agreed to refinance the entire JPY 275,000,000 principal amount due under the Bonds in exchange for the Company’s
assumption of a loan for the same amount. Following the Amendment, the total principal amount under the Loan Agreement is JPY 475,000,000. The Amendment also amended the Share Pledge Agreement to secure the additional amount due under the Loan
Agreement as a result of the Amendment. Other than as set forth herein, the terms of the Loan Agreement and the Share Pledge Agreement remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment,
which is furnished as Exhibit 10.1 hereto and is incorporated herein by reference.
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 exhibits 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
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| Exhibit No. |
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Description |
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| 10.1 |
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Amendment Agreement, dated July 14, 2026, by and between the Company and the Bond Holder [English Translation] |
