Does SBC (SBC) receive any proceeds from this share offering?

SBC Medical Group Holdings does not receive any proceeds from this transaction. All 3,100,000 shares, plus any sold under the 465,000-share option, are being sold by the existing selling stockholder, not by the company itself.

Who acted as underwriter in SBC (SBC)’s share sale?

Maxim Group LLC acted as representative of the several underwriters for this transaction. The firm entered an underwriting agreement with SBC Medical Group Holdings and the CEO as selling stockholder to manage the underwritten sale of common shares.

SBC Medical CEO sells 3.1M shares in offering

SBC Medical Group Holdings Incorporated entered into an underwriting agreement for an underwritten secondary offering of 3,100,000 shares of its common stock by CEO and chairman Dr. Yoshiyuki Aikawa as selling stockholder.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

SBC Medical Group Holdings Incorporated entered into an underwriting agreement for an underwritten secondary offering of 3,100,000 shares of its common stock by CEO and chairman Dr. Yoshiyuki Aikawa as selling stockholder. The underwriters also received a 45-day option to buy up to an additional 465,000 shares.

The offering closed on April 21, 2026. The company did not sell any shares in this transaction and did not receive any proceeds, as all shares were sold by the existing stockholder under its Form S-3 registration statement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Secondary shares offered: 3,100,000 shares Underwriters’ option: 465,000 shares Warrant exercise price: $11.50 per share +1 more

4 metrics

Secondary shares offered 3,100,000 shares Common stock sold by CEO as selling stockholder

Underwriters’ option 465,000 shares Additional common shares purchasable within 45 days

Warrant exercise price $11.50 per share Exercise price for listed redeemable warrants (SBCWW)

Par value per share $0.0001 Par value of SBC common stock

Key Terms

underwriting agreement, selling stockholder, Registration Statement on Form S-3, emerging growth company, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”)"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

selling stockholder financial

"as selling stockholder (the “Selling Stockholder”)"

A selling stockholder is an individual or entity that owns shares of a company's stock and chooses to sell some or all of those shares to others. This often occurs when the owner wants to cash in on their investment or reduce their stake. For investors, understanding who the selling stockholder is can provide insights into potential changes in the company's ownership or market activity.

Registration Statement on Form S-3 regulatory

"pursuant to the Company’s Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

redeemable warrants financial

"Redeemable Warrants, each whole warrant exercisable for one share"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SBC (SBC) disclose in this 8-K filing?

SBC Medical Group Holdings disclosed an underwriting agreement for a secondary offering of 3,100,000 common shares by its CEO as selling stockholder. The deal was executed through Maxim Group LLC and used an existing Form S-3 registration statement.

How many SBC (SBC) shares are being sold in this secondary offering?

The offering covers 3,100,000 shares of SBC’s common stock sold by the CEO as selling stockholder. Underwriters also received a 45-day option to purchase up to an additional 465,000 common shares under the same terms.

Who is the selling stockholder in SBC (SBC)’s underwritten offering?

The selling stockholder is Dr. Yoshiyuki Aikawa, SBC Medical Group Holdings’ CEO and chairman of the board. He entered the underwriting agreement with Maxim Group LLC for the sale of his SBC common shares under the company’s Form S-3 registration.

When did SBC (SBC)’s secondary offering close?

The underwritten secondary offering of SBC’s common stock closed on April 21, 2026. The transaction followed the April 19, 2026 underwriting agreement and was conducted pursuant to the company’s effective Form S-3 registration statement filed in December 2025.

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

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Accepted by SEC EDGAR 04/22/2026 - 08:48 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2026

SBC Medical Group Holdings Incorporated

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41462

88-1192288

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 Spectrum Center Dr., STE 300
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 593-0250

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	SBC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	SBCWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 19, 2026, SBC Medical Group Holdings Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Dr. Yoshiyuki Aikawa, the Company’s CEO and Chairman of the board of directors, as selling stockholder (the “Selling Stockholder”) and Maxim Group LLC, as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten offering of 3,100,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-292451), filed on December 29, 2025. Additionally, the Selling Stockholder has granted the Underwriters a 45-day option to purchase up to an additional 465,000 shares of the Company’s common stock. The offering closed on April 21, 2026. The Company did not sell any Shares in the offering and did not receive any proceeds from the offering.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated April 19, 2026, by and among SBC Medical Group Holdings Incorporated, the Selling Stockholder and Maxim Group LLC as representative of the Underwriters
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	SBC Medical Group Holdings Incorporated

Date: April 22, 2026	By:	/s/ Yuya Yoshida
	Name:	Yuya Yoshida
	Title:	Chief Financial Officer and Chief Operating Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents