SBC Medical Group Holdings Inc SEC Filings

SBC Medical Group Holdings Inc Chairman and CEO Yoshiyuki Aikawa sold 3,100,000 shares of common stock at a net price of $3.0225 per share in an underwritten public offering that closed on April 21, 2026.

Following the sale, he holds 79,304,460 SBC shares directly, plus 5,000,000 shares indirectly through Aikawa Investment Co., Ltd., a company he wholly owns. He also reports an indirect interest corresponding to 861,600 shares held by Aikawa Equity Management Co., Ltd., while disclaiming beneficial ownership beyond his pecuniary interest.

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.

SBC Medical Group Holdings’ major shareholder Yoshiyuki Aikawa sold 3,100,000 shares of common stock in an underwritten secondary offering at $3.0225 per share. The underwriters also received a 45-day option to buy up to 465,000 additional shares. After the offering, Aikawa beneficially owns 84,304,460 shares, or about 82.2% of the 102,576,943 shares outstanding. He entered a 90-day lock-up restricting most additional sales following the April 21, 2026 closing.

SBC Medical Group Holdings Incorporated is registering the resale of 3,100,000 shares of its common stock by the selling stockholder pursuant to this prospectus supplement. The public offering price is $3.25 per share with the selling stockholder receiving the net proceeds; SBC will receive no proceeds. The underwriters have a 45-day option to purchase up to an additional 465,000 shares. Shares outstanding after the offering are stated as 102,576,943 (as of April 16, 2026). The offering is being managed by Maxim Group LLC (book-runner) and Roth Capital Partners (co-manager).

SBC Medical Group Holdings Incorporated discloses a resale offering by a selling stockholder of shares of its common stock; the company states it is not selling any shares hereunder and will receive no proceeds. The prospectus supplement lists a public-market reference price of $4.42 per share (closing price on April 16, 2026) and states there were 102,576,943 shares outstanding as of April 16, 2026. The filing identifies Yoshiyuki Aikawa as the selling stockholder and notes he and entities he controls held approximately 85.2% of voting power as of April 16, 2026. The underwriters have a 45-day option to purchase additional shares; underwriting discounts of 7.0% are disclosed in the underwriting table.

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.