Healthcare Technologies refinances JPY 275M bonds

Rhea-AI Filing Summary

Healthcare Technologies Inc. previously issued Fourth Unsecured Convertible-Type Corporate Bonds with Share Options to Kufu Company Holdings Inc. with an aggregate principal of JPY 275,000,000, bearing interest at 5.0% per annum and scheduled to mature on June 30, 2026. Separately, it entered into a Deemed Loan Agreement for JPY 200,000,000 at 10.0% per annum, repayable on December 31, 2026, secured by a first-priority pledge over all shares of subsidiary MOTHER Labs Inc.

Effective on the bond maturity date, the parties executed an Amendment dated July 14, 2026 under which, in lieu of cash repayment, the bond holder refinanced the entire JPY 275,000,000 bond principal into an additional loan. As a result, total principal under the Loan Agreement increased to JPY 475,000,000, and the Share Pledge Agreement was amended to secure this larger amount, while other loan and pledge terms remained unchanged.

Filing Explained

The enlarged JPY 475,000,000 loan remains secured by a first-priority pledge over all MOTHER Labs shares, which Kufu may dispose of without prior notice or demand if the Company’s obligations are accelerated.

Key Figures

Convertible bonds principal: JPY 275,000,000 Bond interest rate: 5.0% per annum Bond maturity date: June 30, 2026 +5 more

8 metrics

Convertible bonds principal JPY 275,000,000 Aggregate principal amount of Fourth Unsecured Convertible-Type Corporate Bonds with Share Options

Bond interest rate 5.0% per annum Interest rate on the Fourth Unsecured Convertible-Type Corporate Bonds

Bond maturity date June 30, 2026 Scheduled maturity date of the Fourth Unsecured Convertible-Type Corporate Bonds

Original loan principal JPY 200,000,000 Principal amount loaned under the Deemed Loan Agreement

Loan interest rate 10.0% per annum Interest rate on the Deemed Loan Agreement

Loan repayment date December 31, 2026 Repayment date specified in the Deemed Loan Agreement

Total loan principal after amendment JPY 475,000,000 Combined principal under the Loan Agreement after refinancing the bonds

Amendment date July 14, 2026 Date of the Amendment to the Loan and Share Pledge Agreements

Key Terms

Convertible-Type Corporate Bonds with Share Options, Deemed Loan Agreement, Share Pledge Agreement, first-priority security interest

4 terms

Convertible-Type Corporate Bonds with Share Options financial

"Fourth Unsecured Convertible-Type Corporate Bonds with Share Options"

Deemed Loan Agreement financial

"the Company and the Bond Holder entered into a Deemed Loan Agreement"

Share Pledge Agreement financial

"pursuant to a Share Pledge Agreement. The pledge secures all"

A share pledge agreement is a contract where a shareholder uses their company shares as collateral to secure a loan or obligation, similar to pawning a valuable item to get cash. It matters to investors because pledged shares can be seized or sold if the borrower defaults, which can dilute ownership, change control dynamics, or put downward pressure on the stock price, revealing additional financial risk behind the scenes.

first-priority security interest financial

"grants the Bond Holder a first-priority security interest in the pledged shares"

A first-priority security interest is a lender’s legal claim that is at the front of the line to be paid from specific collateral if a borrower defaults or goes bankrupt. Investors care because holding first priority means a higher chance of recovering money compared with lower-ranked creditors, similar to having the first ticket in a queue: you get served before others and face less risk of loss if the asset’s value is limited.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of Healthcare Technologies Inc. (MRM) convertible bonds?

Healthcare Technologies issued Fourth Unsecured Convertible-Type Corporate Bonds with Share Options totaling JPY 275,000,000, bearing 5.0% annual interest and originally maturing on June 30, 2026. These bonds were held by Kufu Company Holdings Inc. before being refinanced into the loan structure.

What is the Deemed Loan Agreement for Healthcare Technologies Inc. (MRM)?

The Deemed Loan Agreement provides a loan of JPY 200,000,000 from the bond holder at 10.0% interest, repayable on December 31, 2026. This loan predates the refinancing of the bonds and forms the base of the total loan principal.

How did the July 14, 2026 Amendment affect Healthcare Technologies Inc. (MRM) debt?

The Amendment refinanced the full JPY 275,000,000 bond principal into the existing loan, raising total principal under the Loan Agreement to JPY 475,000,000. Cash repayment of the bonds at maturity was replaced by this larger loan obligation.

What collateral secures Healthcare Technologies Inc. (MRM) obligations under the Loan Agreement?

All shares of subsidiary MOTHER Labs Inc. are pledged to the bond holder under a Share Pledge Agreement, granting a first-priority security interest. Upon acceleration of obligations, the bond holder may dispose of the pledged shares without prior notice or demand.

When is Healthcare Technologies Inc. (MRM) loan, including the refinanced bonds, due?

The Deemed Loan under the Loan Agreement is repayable on December 31, 2026. After the Amendment, this repayment schedule applies to the expanded principal amount of JPY 475,000,000, which combines the original loan and the refinanced bond principal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 04:15 PM Accepted by SEC EDGAR 08/07/2026 - 04:15 PM Learn about SEC filing dates

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 August, 2026

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:

☒ Form 20-F   ☐ Form 40-F

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

Exhibit No.		Description
10.1		Amendment Agreement, dated July 14, 2026, by and between the Company and the Bond Holder [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.

Date: August 7, 2026				MEDIROM HEALTHCARE TECHNOLOGIES INC.
				By:		/s/ Fumitoshi Fujiwara
						Name: Fumitoshi Fujiwara
						Title: Chief Financial Officer

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 11.6 KB