STOCK TITAN
  1. Home
  2. Sec-filings
  3. MRM
  4. [6-K] Medirom Healthcare Technologies Inc. Current Report (Foreign Issuer)

Nasdaq warns Healthcare Technologies Inc. (MRM) over late Form 20-F filing

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Healthcare Technologies Inc. has received a Nasdaq notice stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it failed to timely file its Form 20-F for the year ended December 31, 2025. The notice does not immediately affect trading of its American Depositary Shares on the Nasdaq Capital Market.

The company has 60 days from the May 26, 2026 notice, until July 27, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days, until November 11, 2026, to cure the deficiency if the plan is accepted. Healthcare Technologies plans to file its Form 20-F or provide a compliance plan by July 27, 2026, but there is no assurance Nasdaq will accept the plan or extend the deadline.

Positive

  • None.

Negative

  • Nasdaq noncompliance notice for late Form 20-F: The company was found not in compliance with Nasdaq Listing Rule 5250(c)(1) after failing to timely file its Form 20-F for the year ended December 31, 2025, introducing a formal delisting risk if the deficiency is not cured within allowed timeframes.

Insights

Late 20-F filing triggers Nasdaq noncompliance, creating delisting risk if unresolved.

Healthcare Technologies Inc. has fallen out of compliance with Nasdaq’s timely reporting rule after missing its Form 20-F deadline for the year ended December 31, 2025. Nasdaq Listing Rule 5250(c)(1) requires listed issuers to keep current in their SEC filings.

The company has until July 27, 2026 to submit a remediation plan and, if accepted, could receive up to November 11, 2026 to file the overdue report. The notice has no immediate impact on trading, but persistent noncompliance can ultimately result in suspension or delisting under Nasdaq rules.

The company states it intends to either file the Form 20-F or deliver a compliance plan by July 27, 2026. Actual outcomes depend on timely filing and Nasdaq’s acceptance of any proposed plan, as well as the company’s ability to address broader risk factors referenced from its prior Form 20-F.

Initial compliance plan deadline July 27, 2026 60 calendar days from Nasdaq notice dated May 26, 2026
Maximum extension period November 11, 2026 Up to 180 calendar days to regain compliance if plan accepted
Missed filing Form 20-F Annual report for fiscal year ended December 31, 2025 not timely filed
Wellness salons operated approximately 300 salons Re.Ra.Ku brand wellness salons operated nationwide by the group
Nasdaq symbol MRM American Depositary Shares listed on Nasdaq Capital Market
Nasdaq Listing Rule 5250(c)(1) regulatory
"it was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 20-F"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Form 20-F regulatory
"due to its failure to timely file its Form 20-F for the fiscal year ended December 31, 2025"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
American Depositary Shares financial
"the listing or trading of the Company’s American Depositary Shares representing its common shares on Nasdaq"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Listings Qualifications Department regulatory
"received a notice from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC"
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Form 6-K: How Foreign Companies Report to the SEC →

FAQ

Why did Healthcare Technologies Inc. (MRM) receive a Nasdaq notice in May 2026?
Healthcare Technologies Inc. received a Nasdaq notice because it failed to timely file its Form 20-F for the year ended December 31, 2025. This violates Nasdaq Listing Rule 5250(c)(1), which requires listed companies to remain current with required SEC periodic reports.

Does the Nasdaq noncompliance notice immediately affect trading of Healthcare Technologies Inc. (MRM) shares?
The notice has no immediate effect on listing or trading of Healthcare Technologies’ American Depositary Shares on Nasdaq. Trading can continue while the company works to file its Form 20-F, submit a compliance plan, and seek to regain full adherence to Nasdaq’s continued listing standards.

How long does Healthcare Technologies Inc. (MRM) have to regain Nasdaq compliance?
The company has 60 days from the May 26, 2026 notice, until July 27, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 days in total, until November 11, 2026, for Healthcare Technologies to regain compliance by filing its Form 20-F.

What actions does Healthcare Technologies Inc. (MRM) plan to take regarding the late Form 20-F?
Healthcare Technologies states it intends to either file its overdue Form 20-F or provide Nasdaq with a plan of compliance on or before July 27, 2026. Successfully filing or executing an accepted plan would allow the company to work toward restoring full listing compliance.

Could Healthcare Technologies Inc. (MRM) be delisted from Nasdaq because of this notice?
Delisting is possible if the company does not regain compliance. If it fails to file the Form 20-F or Nasdaq does not accept its compliance plan, and any appeal is unsuccessful, Nasdaq rules allow suspension or delisting, although no such action is triggered immediately by this notice.

What appeal rights does Healthcare Technologies Inc. (MRM) have if Nasdaq rejects its plan?
If Nasdaq does not accept the company’s compliance plan, Healthcare Technologies will have an opportunity to appeal to a Hearings Panel under Nasdaq Listing Rule 5815(a). The panel can review the situation and decide whether to grant additional time or uphold any delisting determination.

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 May, 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:

x Form 20-F ¨ Form 40-F

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On May 26, 2026, MEDIROM Healthcare Technologies Inc. (the “Company”) received a notice from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 20-F for the fiscal year ended December 31, 2025, with the U.S. Securities and Exchange Commission. The notice has no immediate effect on the listing or trading of the Company’s American Depositary Shares representing its common shares on Nasdaq.

The notice provides the Company with 60 calendar days from the date of the notification, or until July 27, 2026, to submit a plan to Nasdaq to regain compliance with Nasdaq’s continued listing requirements. If the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days, or until November 11, 2026, for the Company to regain compliance. The Company may regain compliance at any time during this 180-day period by filing its Form 20-F. If Nasdaq does not accept the Company’s compliance plan, the Company will have the opportunity to appeal that decision to a Hearings Panel under Nasdaq Listing Rule 5815(a). The Company intends to file its Form 20-F or provide a plan of compliance to Nasdaq on or before July 27, 2026.

Issuance of Press Releases

On May 29, 2026, the Company issued a press release announcing its receipt of the notice from Nasdaq. A copy of this press release is attached to this current report on Form 6-K as Exhibit 99.1.

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.

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 SEC on April 29, 2025 and in the Company’s other filings with the SEC. There can be no assurance that the Company will be able to regain compliance with the Nasdaq requirements for continued listing within the 60-day period beginning on the date of the Notice or any extensions of such period granted by Nasdaq, or that Nasdaq will accept any plan submitted by the Company to regain compliance. 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.

 

 

 

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated May 29, 2026

 

 

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: May 29, 2026

By:

/s/ Fumitoshi Fujiwara

Name: Fumitoshi Fujiwara

Title: Chief Financial Officer

 

 

Exhibit 99.1

MEDIROM Healthcare Technologies Inc. Receives Notification

from Nasdaq Related to Annual Report

 

Tokyo, Japan – May 29, 2026 – MEDIROM Healthcare Technologies Inc. (Headquarters: Minato-ku, Tokyo; President and CEO: Kouji Eguchi; listed on the Nasdaq Capital Market: NASDAQ: MRM) (the “Company”) announced today that on May 26, 2026, the Company received a notice from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 20-F for the fiscal year ended December 31, 2025, with the U.S. Securities and Exchange Commission. The notice has no immediate effect on the listing or trading of the Company’s American Depositary Shares representing its common shares on Nasdaq.

 

The notice provides the Company with 60 calendar days from the date of the notification, or until July 27, 2026, to submit a plan to Nasdaq to regain compliance with Nasdaq’s continued listing requirements. If the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days, or until November 11, 2026, for the Company to regain compliance. The Company may regain compliance at any time during this 180-day period by filing its Form 20-F. If Nasdaq does not accept the Company’s compliance plan, the Company will have the opportunity to appeal that decision to a Hearings Panel under Nasdaq Listing Rule 5815(a). The Company intends to file its Form 20-F or provide a plan of compliance to Nasdaq on or before July 27, 2026.

 

■ Forward-Looking Statements Regarding MEDIROM

 

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 materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. There can be no assurance that the Company will be able to regain compliance with the Nasdaq requirements for continued listing within the 60-day period beginning on the date of the notice or any extensions of such period granted by Nasdaq, or that Nasdaq will accept any plan submitted by the Company to regain compliance. You should not place undue reliance on forward-looking statements because 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, materially 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.

 

More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Operating and Financial Review and Prospects” sections of the Company’s most recently filed periodic report on Form 20-F and subsequent filings, which are available on the SEC website at www.sec.gov. The Company assumes no obligation to 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.

 

 

■ About MEDIROM Group

img49794301_0.gif

MEDIROM Group operates approximately 300 wellness salons under the “Re.Ra.Ku®” brand nationwide. Since 2015, we have expanded into HealthTech, offering on-demand training apps like Lav® for specific health guidance and lifestyle improvement programs. In 2020, we started manufacturing the 24/7 recharge-free smart tracker “MOTHER Bracelet®,” which is now used in REMONY, our remote monitoring system for various industries including caregiving, transportation, construction, and manufacturing.

 

NASDAQ Symbol: MRM
Tradepia Odaiba, 2-3-1 Daiba, Minato-ku, Tokyo, Japan

Website: https://medirom.co.jp/en

Contact: ir@medirom.co.jp

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document

Press Releases