Medirom Healthcare Technologies (MRM) sells JPY 400M 2% convertible bonds with share conversion

Rhea-AI Filing Summary

Medirom Healthcare Technologies Inc. is issuing third unsecured convertible corporate bonds with share options totaling JPY 400,000,000 to 11 investors through a third-party allotment. The bonds carry a 2.0% annual interest rate from the day after issuance until June 30, 2026, with interest payable in two installments and the principal due on the maturity date, which the company may extend to December 25, 2026. Between December 12, 2025 and June 10, 2026, bondholders may convert bonds into common shares at a conversion price of JPY 343 per share, and the company also has rights to redeem, or repurchase with bondholder consent, before maturity. Medirom expects gross proceeds of JPY 400,000,000 and currently plans to use the funds for general corporate or financing purposes. The bonds are being sold outside the United States under Regulation S and are not registered under U.S. securities laws.

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Capital markets analyst

Medirom raises JPY 400M via 2% convertible bonds with share option.

Medirom Healthcare Technologies Inc. is issuing third unsecured convertible bonds with share options in an aggregate principal amount of JPY 400,000,000 to 11 investors. The bonds bear 2.0% annual interest until the initial maturity on June 30, 2026, with interest paid in two installments and principal due at maturity, creating a modest fixed income obligation.

Bondholders may convert their holdings into common shares between December 12, 2025 and June 10, 2026 at a conversion price of JPY 343 per share, introducing potential equity dilution depending on how many investors elect conversion. The company may also redeem the bonds early between June 1, 2026 and maturity, or repurchase and cancel them with bondholder agreement, which adds flexibility in managing future interest and potential dilution.

Medirom intends, but is not obligated, to use the JPY 400,000,000 in gross proceeds for general corporate or financing purposes, so the ultimate impact will depend on how efficiently this capital is deployed. The issuance is conducted outside the United States under Regulation S, and the bonds and any shares or American Depositary Shares issuable upon conversion are not registered under the Securities Act, which confines trading and resale to permitted jurisdictions and exemptions.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 12/11/2025 - 07:40 PM Learn about SEC filing dates

FAQ

What type of securities is Medirom (MRM) issuing in this Form 6-K?

Medirom Healthcare Technologies Inc. is issuing its Third Unsecured Convertible-Type Corporate Bonds with Share Options in an aggregate principal amount of JPY 400,000,000 to 11 investors via a third-party allotment.

What are the key terms of Medirom's new convertible bonds, including interest rate and maturity?

The bonds are unsecured and accrue interest at 2.0% per annum from the day after issuance until the initial maturity date of June 30, 2026. Interest is paid in two installments, and the company must repay the full principal on the maturity date, which it may extend to December 25, 2026.

When and at what price can Medirom's new bonds be converted into common shares?

Bondholders may convert their bonds, in whole but not in part, into Medirom common shares between December 12, 2025 and June 10, 2026 at a conversion price of JPY 343 per share, subject to customary adjustments.

How does Medirom plan to use the JPY 400,000,000 raised from the bond issuance?

The company expects gross proceeds of JPY 400,000,000 and currently intends to use the funds for general corporate or financing purposes that it determines to be appropriate from time to time, though it is not obligated to follow a specific use.

Can Medirom redeem or repurchase the new convertible bonds before maturity?

Yes. Medirom may, at its option, redeem the bonds early on any business day between June 1, 2026 and the maturity date, with at least fifteen business days' prior notice. It may also repurchase and cancel the bonds before maturity with the bondholder's agreement.

Are Medirom's new bonds and the conversion shares registered under U.S. securities laws?

No. The bonds, the common shares issuable upon conversion, and any American Depositary Shares representing those shares have not been registered under the U.S. Securities Act or other securities laws and are being issued outside the United States in reliance on Regulation S.

What investor protections or default conditions are attached to Medirom's convertible bonds?

Bondholders may demand immediate repayment if certain conditions occur, including failure to pay interest within 30 days, specified defaults on other company indebtedness, commencement of bankruptcy or similar proceedings, or significant creditworthiness issues such as essential assets being subject to compulsory execution or provisional attachment.

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:

x Form 20-F ¨ Form 40-F

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Issuance of Convertible Corporate Bonds

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