Welcome to our dedicated page for SBC Medical Group Holdings Incorporated SEC filings (Ticker: SBC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SBC Medical Group Holdings Incorporated (Nasdaq: SBC) SEC filings page on Stock Titan provides access to the company’s official disclosures filed with the U.S. Securities and Exchange Commission. As a Nasdaq-listed issuer with associated redeemable warrants trading under the symbol SBCWW, SBC submits a range of filings that document its financial condition, material events, and capital markets activity.
Among the most relevant documents for investors are current reports on Form 8-K, which SBC uses to announce material events such as quarterly financial results, tender offers and acquisitions, index inclusions, and capital strategy updates. For example, the company has filed 8-K reports to furnish press releases on quarterly results, to describe its inclusion in the Russell 3000 Index, and to summarize a tender offer for shares of Waqoo, Inc., a regenerative medicine research and development company. These filings provide detail on SBC’s operating performance, investment activities, and strategic direction.
Investors can also review filings related to capital structure and financing, including registration statements such as the company’s shelf registration on Form S-3. That registration statement, referenced in SBC’s news releases and 8-K filings, enables the company to offer and sell specified amounts of common and preferred stock in future offerings and also covers securities associated with its prior business combination transaction.
On Stock Titan, SBC’s filings are complemented by AI-powered summaries designed to help readers interpret complex regulatory documents. These summaries highlight key points from lengthy filings, such as the nature of material events disclosed in Form 8-K, the scope of registered securities in shelf filings, and the implications of tender offers or strategic investments. The page updates as new SBC filings are posted to the SEC’s EDGAR system, giving users a centralized view of the company’s regulatory history and ongoing disclosure record.
SBC Medical Group Holdings is a Delaware-based holding company that provides management, franchising and support services to aesthetic clinics, primarily in Japan, with operations in Singapore and Vietnam and strategic investments in the United States.
For the years ended December 31, 2025 and 2024, the company generated revenues of $173,607,489 and $205,415,542, respectively, and reported net income of $51,045,023 and $46,689,892. As of December 31, 2025, retained earnings were $240,448,620.
As of December 31, 2025, SBC supported management services for 237 franchisee treatment centers in Japan and operated 21 centers in Singapore and one in Vietnam. In 2024 and 2025 it completed several transactions, including acquiring 100% of Aesthetic Healthcare Holdings in Singapore, MB career lounge in Japan, and a controlling interest in Waqoo, as well as an approximately 18.2% voting interest in OT Midco in the U.S.
The company’s revenues are diversified across franchising, procurement, management services, rental services and other income streams, with franchising revenue of $45,943,241 and procurement revenue of $56,053,171 in 2025. Key risks include dependence on related-party medical corporations, a need for additional capital, international expansion risks, material weaknesses in internal control over financial reporting as of December 31, 2025, and the possibility that Nasdaq may delist its securities.
SBC Medical Group Holdings reported mixed fourth quarter and full-year 2025 results, pairing lower revenue with stronger profitability. Q4 total revenue was $39.6 million, down 11% year over year, but net income attributable to the company rose to $14.2 million and EPS more than doubled to $0.14.
For full-year 2025, revenue declined 15% to $173.6 million, while net income increased 9% to $51.0 million and EPS grew to $0.50. Net income margin expanded to 29%, even as EBITDA fell 21% and EBITDA margin eased to 40%. The company ended the year with $163.8 million in cash and cash equivalents and total assets of $380.4 million.
Management highlighted structural changes in 2024–2025 and revised franchise fee arrangements as key drivers of the revenue decline, while profitability benefited from the absence of prior IPO-related stock-based compensation and impairment charges. SBC also noted improving operating metrics, including 283 franchise locations, 6.6 million customers over the last twelve months, and higher average revenue per customer in Q4.
Alongside the results, SBC posted an investor presentation summarizing its updated business strategy and capital policy, and scheduled a conference call to discuss the quarter and outlook-focused priorities in multi-brand dermatology, non-aesthetic healthcare, and international expansion.
SBC Medical Group Holdings Inc disclosure shows Aikawa Equity Management Co., Ltd. beneficially owns 5,284,500 shares of Common Stock, representing 5.2% of the class. The percentage is based on 102,576,943 shares outstanding as of December 26, 2025. The position arose under a December 23, 2025 subscription agreement; on March 6, 2026 Dr. Yoshiyuki Aikawa ceased to have voting and dispositive power over those shares and the Reporting Person subsequently granted equity interests to certain consultants with redemption rights tied to proceeds from sales of the Reporting Person's Common Stock.
SBC Medical Group Holdings Inc’s Form 4 shows a complex restructuring by Chairman and CEO Yoshiyuki Aikawa involving entities that hold the company’s common stock. An affiliated company, Aikawa Equity Management Co., Ltd. (AEM), directly holds 5,284,500 SBC shares, with each AEM share corresponding to one hundred SBC shares.
The filing reports open‑market sales of 4,422,900 SBC shares at $2.12 per share, but a footnote clarifies that no actual SBC shares were sold. Instead, Aikawa sold AEM shares under separate purchase agreements to consultants tied to medical corporations working with SBC subsidiaries, and the numbers shown reflect the SBC shares corresponding to AEM shares sold.
Following these transactions, Aikawa no longer controls AEM and disclaims beneficial ownership of the SBC shares held by AEM, except for his pecuniary interest. He is deemed to have indirect beneficial ownership of 861,600 SBC shares through AEM, and continues to hold additional SBC shares directly and indirectly through another entity, GODO Kaisha Aikawa Investment.
SBC Medical Group Holdings received an updated Schedule 13D/A from its controlling shareholder, Yoshiyuki Aikawa, detailing changes in how his stake is held and structured. Aikawa now beneficially owns 87,404,460 shares of common stock, representing about 85.2% of the 102,576,943 shares outstanding as of December 26, 2025, so he continues to control the company.
The filing explains prior transfers of 5,284,500 shares to Aikawa Equity Management Co., Ltd. (AEM) and 5,000,000 shares to GODO Kaisha Aikawa Investment, with AEM and GODO initially wholly owned by Aikawa. Consultants acquired AEM equity tied economically to 100 shares of SBC common stock per AEM share, with staged redemption rights from April 1, 2027 through April 1, 2029.
The consultants’ AEM shares may be redeemed only during SBC open trading windows and while the consultants remain engaged with SBC, its affiliates, or specified medical corporations. A price-protection feature allows consultants to require Aikawa to repurchase AEM shares at the original price if SBC’s share price falls to JPY 335 or less after April 1, 2029. As a result of these arrangements, Aikawa no longer has voting or dispositive power over the 5,284,500 shares held by AEM, but he remains the majority owner and as Chairman and CEO can continue to direct SBC’s business.
SBC Medical Group Holdings Incorporated reports the final results of a tender offer by its affiliate, SBC Medical Group Co., Ltd., for shares of Waqoo, Inc., a Japanese company listed on the Tokyo Stock Exchange Growth Market. The offer ran from November 14 to December 12, 2025 at a price of ¥1,900 per share, with a maximum of 575,000 shares to be purchased; 637,817 shares were tendered and 575,052 will be bought on a pro rata basis.
After settlement on December 19, 2025, SBC Medical Group Co., Ltd. will hold 9,286 voting rights in Waqoo, representing an ownership ratio of 24.93%, and expects to receive all remaining shares held by Waqoo’s largest shareholder in an off-market transaction effective the same date. As a result, its ownership of Waqoo’s voting rights is expected to exceed 50%, while SBC Medical Group Holdings does not expect changes to the previously described plans or intentions for this investment.
SBC Medical Group Holdings Incorporated filed a prospectus supplement registering 12,134,375 shares of common stock underlying warrants, 7,898,520 shares of common stock for resale, and 634,375 warrants for resale by selling securityholders. The supplement incorporates the company’s latest quarterly report for the period ended September 30, 2025.
For the quarter, total revenue was $43.4 million compared with $53.1 million a year earlier, while net income attributable to the company rose to $12.8 million from $2.8 million, reflecting higher other income and a lower tax burden. For the first nine months of 2025, revenue was $134.0 million versus $161.0 million in 2024, and net income attributable to the company was $36.8 million versus $40.1 million, with earnings per share of $0.36 versus $0.42.
Total assets were $321.4 million and stockholders’ equity was $248.1 million as of September 30, 2025. The company reported negative operating cash flow of $27.3 million over the first nine months, offset by $18.5 million of net cash from financing activities and $3.2 million from investing activities. SBC also completed the $14.2 million cash acquisition of MB Career Lounge in Japan and held $127.4 million of cash and cash equivalents at period end.
SBC Medical Group Holdings (SBC) reported Q3 2025 results. Total revenues were $43,353,235, down from $53,084,883 a year ago, reflecting lower related‑party revenue. Net income was $12,824,636 versus $2,832,894, aided by $2,526,035 of other income and lower operating expenses. Basic and diluted EPS were $0.12 on 102,642,634 weighted average shares.
For the nine months, total revenues were $134,040,783 versus $160,995,005, with net income of $36,785,322 versus $40,075,054. Operating cash flow was $(27,295,426), driven by working capital and related‑party movements; cash and cash equivalents were $127,431,318. The company repurchased common stock, increasing treasury stock to 1,304,308 shares at a cost of $7,749,997. Intangible assets rose to $23,302,796, and long‑term loans increased to $18,078,324. Cryptocurrencies were $570,286, with a $34,404 fair value gain recorded.
Shares outstanding were 102,576,943 as of October 31, 2025.
SBC Medical Group Holdings Incorporated filed an 8‑K stating it issued a press release announcing results for the quarter ended September 30, 2025, and posted an investor presentation.
These materials are attached as Exhibits 99.1 and 99.2 and are furnished under Item 2.02, not filed. The company’s securities trade on Nasdaq: common stock SBC and redeemable warrants SBCWW. The report was signed by Chief Financial Officer Yuya Yoshida on November 14, 2025.
SBC Medical Group Holdings (SBC) announced that its wholly owned subsidiary, SBC Medical Group Co., Ltd. will begin a tender offer for shares of Waqoo, Inc. The offer covers up to 575,000 shares of Waqoo common stock, with the price per share to be determined, running from November 14, 2025 through December 12, 2025, with settlement expected on December 19, 2025.
As of this report, SBCMG owns 353,600 shares (9.49%) of Waqoo. In addition, CEO Dr. Yoshiyuki Aikawa personally holds 989,802 shares (26.58%). Subject to settlement of the tender offer, SBCMG will acquire all 989,802 Waqoo shares from Dr. Aikawa via an off‑market transfer under a share transfer agreement dated November 13, 2025.
Following completion of the tender offer and the off‑market transfer, SBCMG intends to make Waqoo a consolidated subsidiary, bringing the company into SBC’s consolidated group.