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.
SBC Medical Group Holdings Incorporated reported consolidated assets of $315.3 million at June 30, 2025, up from $266.1 million a year earlier, driven by a cash balance of $152.7 million versus $125.0 million at December 31, 2024. For the six months ended June 30, 2025 the company recorded total revenues of $90.69 million, down from $107.91 million a year earlier, with related-party revenues comprising the majority at $84.20 million. Gross profit for the six-month period was $67.74 million and income from operations was $38.76 million, both lower year-over-year.
Net income attributable to SBC for the six months was $23.96 million ($0.23 per share), down from $37.24 million ($0.40 per share). Operating cash flow was an outflow of $6.41 million, offset by investing proceeds of $15.40 million largely from life insurance redemptions and financing inflows of $6.90 million, leaving ending cash higher. Key balance-sheet items include finance lease receivables of $22.33 million, long-term investments of $3.59 million, long-term investments in related MCs of $19.38 million, and 5 Bitcoins held at $535,882 fair value.
SBC Medical Group Holdings Incorporated furnished a press release and an investor presentation reporting results for the quarter ended June 30, 2025. The press release is included as Exhibit 99.1 and the investor presentation as Exhibit 99.2, with the presentation available on the company website at https://sbc-holdings.com/en/ir/ir-presentation. The report specifies these items are furnished, not filed under the Exchange Act and therefore are not subject to Section 18 liabilities. The company identifies as an emerging growth company and lists its common stock (SBC) and redeemable warrants (SBCWW) on The Nasdaq Stock Market LLC.