[SCHEDULE 13D/A] MEDIROM Healthcare Technologies Inc. American Depositary Share SEC Filing

Rhea-AI Filing Summary

MEDIROM Healthcare Technologies Inc. (MRM) amendment updates beneficial ownership and related disclosures for CEO Kouji Eguchi and COZY LLC. Mr. Eguchi is reported to beneficially own 2,075,003 Common Shares, representing 25.77% of the class using an adjusted share base; COZY LLC beneficially owns 47,543 Common Shares (0.60%). The filing attributes the percentage change to the issuer issuing additional ADSs on December 11, 2024 rather than purchases by the reporting persons. The filing discloses that Mr. Eguchi holds stock options exercisable for 150,000 shares within 60 days and an additional 36,500 options subject to revenue targets. The amendment notes the joint filing, acquisitions by COZY since the original Schedule 13D, a transfer of 7,500 shares by Mr. Eguchi in June 2025, and that this Amendment No. 1 was filed late.

Positive

• Clear quantification of insider ownership: 2,075,003 shares (25.77%) for Mr. Eguchi and 47,543 shares (0.60%) for COZY
• Addition of COZY LLC as a joint filer clarifies related-party holdings and control
• Disclosure of option grants including 150,000 exercisable within 60 days and 36,500 performance-contingent options

Negative

• Late filing of Amendment No. 1, reducing timeliness of investor disclosure
• Potential dilution from 150,000 exercisable options and additional performance-based options
• Limited recent trading transparency: reporting persons state no transactions in the past 60 days despite earlier acquisitions by COZY

Insights

Securities Analyst

TL;DR: Disclosure clarifies ownership concentration and option grants; late filing reduces disclosure timeliness.

The amendment provides clear quantification of Mr. Eguchi and COZY ownership: 2,075,003 shares (25.77%) and 47,543 shares (0.60%), respectively, and explains the change arose from the issuer issuing ADSs rather than new acquisitions by Mr. Eguchi. Material details include 150,000 options exercisable within 60 days and 36,500 performance-contingent options. From an investor disclosure perspective, the filing improves transparency on insider holdings and potential dilution. The late filing, however, reduces the contemporaneous usefulness of the disclosure and is relevant for governance and market-timing considerations.

Corporate Governance Expert

TL;DR: Consolidates related-party holdings under joint filer status and documents insider option terms and a share transfer.

The amendment adds COZY LLC as a joint filer and states COZY is wholly owned by Mr. Eguchi, aligning beneficial ownership reporting. It documents a June 2025 transfer of 7,500 shares and details option series including exercise prices and performance conditions for the 11th Series. These disclosures are important for assessing control, potential dilution, and related-party arrangements. The late filing signals a compliance lapse but the content itself focuses on ownership reconciliation rather than strategic changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MEDIROM Healthcare Technologies Inc.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

58510H103

(CUSIP Number)

Kouji Eguchi c/o COZY LLC
3-5-1 Itabashi #1504, Itabashi-ku
Tokyo, M0, 173-0004
81 (90) 1847-3740

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/11/2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 58510H103

1

Name of reporting person

Kouji Eguchi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,075,003.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,075,003.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,075,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.77 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

With respect to rows 7, 9, and 11 immediately above, the aggregate amount of shares beneficially owned by Kouji Eguchi reflects (i) 1,877,460 Common Shares, no par value per share (the "Common Shares"), of the Issuer held by Mr. Eguchi, (ii) 22,543 American Depositary Shares of the Issuer, each representing one Common Share (the "ADSs"), held by COZY LLC, a limited liability company (godo kaisha) organized under the laws of Japan that is wholly owned and controlled by Mr. Eguchi ("COZY"), (iii) an aggregate of 150,000 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, and (iv) 25,000 Common Shares held by COZY. With respect to row 13 immediately above, the percentage is based on (i) 7,901,950 Common Shares issued and outstanding as of December 31, 2024, as reported in the Issuer's annual report on form 20-F for the year ended December 31, 2024, filed by the Issuer with the U.S. Securities and Exchange Commission on April 29, 2025, and (ii) 150,000 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, which are deemed to be outstanding for the purpose of computing the percentage of outstanding securities owned by Mr. Eguchi.

SCHEDULE 13D

CUSIP No. 58510H103

1

Name of reporting person

COZY LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 47,543.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 47,543.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

47,543.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.60 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

With respect to rows 7, 9, and 11 immediately above, the aggregate amount of shares beneficially owned by COZY reflects (i) 22,543 ADSs of the Issuer held by COZY and (ii) 25,000 Common Shares held by COZY. With respect to row 13 immediately above, the percentage is based on 7,901,950 Common Shares issued and outstanding as of December 31, 2024, as reported in the Issuer's annual report on form 20-F for the year ended December 31, 2024, filed by the Issuer with the U.S. Securities and Exchange Commission on April 29, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value per share
(b)	Name of Issuer: MEDIROM Healthcare Technologies Inc.
(c)	Address of Issuer's Principal Executive Offices: 2-3-1 Daiba, Minato-ku, Tokyo, JAPAN , 135-0091.
Item 1 Comment: This amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on January 25, 2023 (as amended, the "Schedule 13D"), relating to the Common Shares. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. This Amendment No. 1 is being filed to update the aggregate percentage of the Issuer's Common Shares beneficially owned by Kouji Eguchi to reflect the Issuer's issuance of additional ADSs representing Common Shares on December 11, 2024 and not due to an acquisition or disposition of any Common Shares by Mr. Eguchi. In connection with this update, COZY (together with Mr. Eguchi, the "Reporting Persons") is being added as a joint filer due to its acquisition of Common Shares and ADSs prior to the date of this Amendment No. 1. Due to administrative oversight, this Amendment No. 1 is being filed late by the Reporting Persons.
Item 2.	Identity and Background
(a)	Item 2(a) of the Schedule 13D is hereby amended and restated as follows: This Statement is being filed by Kouji Eguchi and COZY LLC ("COZY" and, together with Kouji Eguchi, the "Reporting Persons").
(b)	Item 2(b) of the Schedule 13D is hereby amended and restated as follows: The principal business address of the Reporting Persons is 3-5-1 Itabashi #1504, Itabashi-ku, Tokyo, Japan.
(c)	Item 2(c) of the Schedule 13D is hereby amended and restated as follows: Mr. Eguchi is the Chief Executive Officer of the Issuer. COZY is a company organized and existing under the laws of Japan and is wholly owned by Mr. Eguchi.
(d)	Item 2(d) of the Schedule 13D is hereby amended and restated as follows: During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Item 2(e) of the Schedule 13D is hereby amended and restated as follows: During the last five years, the Reporting Persons were not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	Item 2(f) of the Schedule 13D is hereby amended and restated as follows: Mr. Eguchi is a citizen of Japan. COZY is organized under the laws of Japan.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons are currently deemed to beneficially own an aggregate amount and percentage of Common Shares as set forth in Item 5 of this Schedule 13D. This Amendment No. 1 is being filed to update the aggregate percentage of the Issuer's Common Shares beneficially owned by the Reporting Persons to reflect the Issuer's issuance of additional ADSs representing Common Shares on December 11, 2024 and not due to an acquisition or disposition of any Common Shares by the Reporting Persons. In connection with this update, COZY is being added as a joint filer due to its acquisition of Common Shares and ADSs prior to the date of this Amendment No. 1. Since January 25, 2023, the date on which the Schedule 13D was originally filed, COZY has acquired an aggregate of 22,543 ADSs and 25,000 Common Shares. The purchase price for the Common Shares and ADSs was paid from cash on hand of COZY. In addition, in June 2025, Mr. Eguchi transferred 7,500 Common Shares to an individual. The Common Shares held directly by Mr. Eguchi (which were acquired prior to, and are described in, the original filing of the Schedule 13D on January 25, 2023) were acquired by Mr. Eguchi as the founder of the Issuer and in connection with his service as the Chief Executive Officer of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons do not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Shares or ADSs and/or retain and/or sell all or a portion of the Common Shares or ADSs held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Shares or ADSs held by the Reporting Persons to other entities. Any actions the Reporting Persons might undertake will be dependent upon each Reporting Person's review of numerous factors, including, among other things, the price levels of the ADSs, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor's need for liquidity, and other future developments. Any future acquisitions of the Common Shares by the Reporting Persons will be subject to the Issuer's policies, including its insider trading policy, as applicable.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as follows: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. Kouji Eguchi beneficially owns an aggregate of 2,075,003 Common Shares, representing 25.77% of the outstanding Common Shares. For purposes of this Statement, Mr. Eguchi has assumed that the total number of the Issuer's issued and outstanding Common Shares is 8,051,950, which is based on (i) 7,901,950 Common Shares issued and outstanding as of December 31, 2024, as reported in the Issuer's annual report on form 20-F for the year ended December 31, 2024 filed by the Issuer with the U.S. Securities and Exchange Commission on April 29, 2025 (the "2024 20-F"), and (ii) 150,000 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, which are deemed to be outstanding for the purpose of computing the percentage of outstanding securities owned by Mr. Eguchi. COZY beneficially owns an aggregate of 47,543 Common Shares, representing 0.60% of the outstanding Common Shares. As COZY is 100% owned by Mr. Eguchi, he has sole voting and dispositive power over these Common Shares and is deemed to be the beneficial owner of the Common Shares held by COZY. For purposes of this Statement, COZY has assumed that the total number of the Issuer's issued and outstanding Common Shares is 7,901,950, which is based on 7,901,950 Common Shares issued and outstanding as of December 31, 2024, as reported in the Issuer's 2024 20-F. The Reporting Person is also the holder of one Class A Share of the Issuer. The Issuer has one Class A Share issued and outstanding as of the date of this Amendment No. 1.
(b)	See item 5(a) immediately above.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons have not effected any transactions in the Issuer's securities within the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and restated as follows: The relationships between the Reporting Persons described in Items 2 and 5(a) above are incorporated herein by reference. In addition, Kouji Eguchi holds 186,500 stock options of the Issuer, granting Mr. Eguchi the right to purchase up to 186,500 Common Shares as detailed below. Total Total Number Number of of Common End of Exercise Stock Shares Beginning of Exercise Price Options Underlying Grant Date Exercise Period Period (per share) Granted Stock Options 10/30/2020 10/1/2021 9/30/2026 JPY 2,000 150,000 150,000 7/18/2025 7/18/2026 7/17/2030 $ 1.74 36,500 36,500 The stock options held by Mr. Eguchi granted in July 2025 may only be exercised upon the achievement of certain revenue targets by the Issuer, which are set forth in more detail in the 11th Series Stock Option Allotment Agreement, a copy of which is attached hereto as Exhibit 99.3 (the "11th Series Option Agreement"). The foregoing description of the stock options is a summary only and does not purport to be complete and is qualified in its entirety by the full text of the 8th Series Stock Option Allotment Agreement, a copy of which is attached hereto as Exhibit 99.2, and the 11th Series Option Agreement, which together are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement 99.2* 8th Series Stock Option Allotment Agreement, dated October 15, 2020, between the Issuer and Kouji Eguchi [English Translation] 99.3*11th Series Stock Option Allotment Agreement, dated July 7, 2025, between the Issuer and Kouji Eguchi [English Translation] *Certain personally identifiable information in this exhibit was omitted pursuant to Item 601(a)(6) of Regulation S-K by means of redacting a portion of the text and replacing it with [***].

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kouji Eguchi

Signature:	/s/ Kouji Eguchi
Name/Title:	Kouji Eguchi
Date:	09/02/2025

COZY LLC

Signature:	/s/ Kouji Eguchi
Name/Title:	Kouji Eguchi, Managing Member
Date:	09/02/2025

FAQ

What stake does Kouji Eguchi report in MEDIROM (MRM)?

The filing states Mr. Eguchi beneficially owns 2,075,003 Common Shares, representing 25.77% of the class based on the assumptions in the amendment.

How many shares does COZY LLC hold in MRM?

COZY LLC is reported to beneficially own 47,543 Common Shares, representing 0.60% of the outstanding Common Shares.

Are there stock options disclosed in the Schedule 13D/A for MRM?

Yes. The amendment discloses 150,000 options exercisable within 60 days and an additional 36,500 options granted in July 2025 subject to revenue-based vesting.

Does the filing explain why the ownership percentage changed?

Yes. The amendment attributes the updated percentage to the issuer issuing additional ADSs on December 11, 2024, not to new acquisitions by Mr. Eguchi.

Was this Schedule 13D/A filed on time?

No. The amendment states it was filed late due to administrative oversight.