Healthcare Technologies (MRM) granted Nasdaq deadline to fix late 20-F

Rhea-AI Filing Summary

Healthcare Technologies Inc. reports that Nasdaq has granted additional time to cure a filing deficiency. The company had been found non-compliant with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 20-F for the fiscal year ended December 31, 2025. After Healthcare Technologies submitted a compliance plan by July 27, 2026, Nasdaq extended the deadline to regain compliance to November 11, 2026.

The company states it is working diligently to complete and file the delayed Form 20-F as promptly as practicable. If it does not regain compliance by November 11, 2026, Nasdaq will move to delist its American Depositary Shares, a determination the company would be able to appeal to a Nasdaq Hearings Panel.

Positive

• None.

Negative

• Risk of Nasdaq delisting: If Healthcare Technologies does not file its delayed 2025 Form 20-F and regain compliance by November 11, 2026, Nasdaq will move to delist its American Depositary Shares.
• Delayed annual report: The company remains out of compliance with reporting rules due to not yet filing its Form 20-F for the fiscal year ended December 31, 2025.

Key Figures

Nasdaq notice date: May 26, 2026 Compliance plan due date: July 27, 2026 Extended compliance deadline: November 11, 2026 +2 more

5 metrics

Nasdaq notice date May 26, 2026 Date Nasdaq informed Healthcare Technologies it was not in compliance with Listing Rule 5250(c)(1)

Compliance plan due date July 27, 2026 Deadline Nasdaq gave the company to submit a plan to regain compliance

Extended compliance deadline November 11, 2026 Date by which the company must regain compliance with Nasdaq reporting rules

Fiscal year covered by delayed Form 20-F December 31, 2025 Year-end for the outstanding Form 20-F annual report

Prior Form 20-F filing date referenced April 29, 2025 Date of the Annual Report on Form 20-F cited for Risk Factors

Key Terms

Nasdaq Listing Rule 5250(c)(1), Form 20-F, American Depositary Shares, forward-looking statements

4 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing"

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 delay in filing 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

"its American Depositary Shares representing its common shares will be delisted"

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.

forward-looking statements regulatory

"This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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FAQ

Why is Healthcare Technologies Inc. (MRM) out of compliance with Nasdaq rules?

Healthcare Technologies is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 20-F for the fiscal year ended December 31, 2025, a required annual report for Nasdaq-listed foreign private issuers.

What compliance deadline did Nasdaq give Healthcare Technologies (MRM)?

After reviewing a submitted compliance plan, Nasdaq granted Healthcare Technologies until November 11, 2026 to regain compliance with its reporting requirements by filing the delayed Form 20-F for the year ended December 31, 2025.

What happens to MRM’s American Depositary Shares if it misses the November 11, 2026 deadline?

If Healthcare Technologies does not regain compliance by November 11, 2026, Nasdaq will notify the company that its American Depositary Shares representing common shares will be delisted, though the company may appeal to a Nasdaq Hearings Panel.

What action has Healthcare Technologies (MRM) taken in response to Nasdaq’s notice?

Healthcare Technologies submitted a compliance plan to Nasdaq by the July 27, 2026 deadline and states it is working diligently to file its delayed Form 20-F for the fiscal year ended December 31, 2025 as promptly as practicable.

When did Nasdaq first notify Healthcare Technologies (MRM) about the filing deficiency?

Nasdaq’s Listings Qualifications Department notified Healthcare Technologies on May 26, 2026 that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Form 20-F for the fiscal year ended December 31, 2025.

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 disclosed, on May 26, 2026, MEDIROM Healthcare Technologies Inc. (the “Company”) received a notice from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Company is not in compliance with the rule due to its delay in filing its Form 20-F for the fiscal year ended December 31, 2025 (the “Form 20-F”). The Nasdaq notice provided the Company until July 27, 2026 to submit to Nasdaq a plan to regain compliance with the rule.

Following the Company’s timely submission of a compliance plan, Nasdaq informed the Company that it has been granted an extension to November 11, 2026, to regain compliance with the rule.

The Company continues to work diligently to file the Form 20-F as promptly as practicable. If the Company is unable to regain compliance with the rule by November 11, 2026, Nasdaq will notify the Company that its American Depositary Shares representing its common shares will be delisted. If that were to occur, the Company may appeal such determination to a Nasdaq Hearings Panel.

The information furnished in this report on Form 6-K 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 extended compliance period. 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.

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