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SBC Medical Group Holdings Incorporated reported that, following director Mike Sayama’s decision not to stand for re‑election at the July 8, 2026 annual meeting, its board and Audit Committee no longer meet Nasdaq independence requirements under Listing Rule 5605. Nasdaq notified the company of this non‑compliance but granted a cure period until the earlier of the next annual shareholders’ meeting or July 9, 2027, or, if that meeting occurs before January 5, 2027, until January 5, 2027. The board now has four members, two of whom are independent, and the Audit Committee has two independent members. The company is actively seeking a fifth independent director to restore compliance and fill committee roles.
Stockholders approved a Restated Charter, including changes to move from plurality to majority voting for directors, remove the “for cause only” removal limitation, opt out of Section 203 of the DGCL, add officer exculpation, and make technical updates. They also approved amended and restated bylaws that modernize quorum rules, tighten advance notice and disclosure standards for director nominations and other business, incorporate universal proxy requirements, require resignation offers from directors who fail to receive a majority vote in uncontested elections, and refine procedures for stockholder meetings. All seven proposals on the agenda, including four director elections and ratification of MaloneBailey, LLP as auditor for 2026, received strong shareholder support, with a quorum of 93,987,291 shares present out of 102,576,943 outstanding and entitled to vote.
SBC Medical Group Holdings Incorporated is calling a fully virtual 2026 annual stockholder meeting on July 8, 2026 (ET) / July 9, 2026 (JST) to elect four directors and vote on several governance changes. Stockholders of record at the close of business on May 20, 2026, when 102,576,943 common shares were outstanding and entitled to vote, may participate online via control number.
Proposals include electing directors for one-year terms, ratifying MaloneBailey, LLP as auditor for 2026, and multiple amendments to the Current Charter. These charter changes would eliminate plurality voting for directors, remove the “for cause only” director removal standard, opt out of Section 203 of the Delaware General Corporation Law, provide for officer exculpation, and make technical updates. The board recommends voting FOR all nominees and FOR each proposal.
The company describes its board structure, committee responsibilities, related-party review process, executive and director compensation, and notes it is a Nasdaq “controlled company,” with CEO Dr. Yoshiyuki Aikawa controlling approximately 81.7% of the voting power.
SBC Medical Group Holdings Incorporated announced that independent director Mike Sayama informed the company on May 14, 2026 that he will not seek re-election at the forthcoming 2026 Annual Meeting of Stockholders. The board will reduce its size to four members immediately before the meeting.
The board is conducting a search for a new independent director and plans to expand back to five members once a suitable candidate is identified. The new director is expected to join the nominating and corporate governance, compensation, and audit committees, filling roles currently held by Mr. Sayama. His decision is stated as not stemming from any disagreement with the company, management, or the board.
SBC Medical Group Holdings reported first-quarter 2026 total revenue of $43.1 million, down from $47.3 million a year earlier, as related-party revenues softened while third-party revenues grew. Gross profit declined to $30.3 million from $37.7 million, reflecting higher cost of revenues.
Income from operations fell to $17.7 million from $24.2 million. Net income attributable to SBC decreased to $11.3 million versus $21.5 million, and basic and diluted EPS declined to $0.11 from $0.21, partly because the prior-year period included a sizable gain on redemption of life insurance policies.
Despite lower earnings, operating cash flow strengthened to $9.2 million from $1.9 million, helped by working capital movements and lower income tax payments. Cash and cash equivalents rose to $167.3 million as of March 31, 2026, and total assets reached $388.0 million with total liabilities of $117.6 million. Stockholders’ equity increased to $270.4 million. Weighted average shares outstanding were 102,576,943 for the quarter, and net income included modest non-controlling interest allocations.
SBC Medical Group Holdings reported first quarter 2026 revenue of $43.1 million, a 9% year-over-year decline driven mainly by an April 2025 revision of its franchise fee structure. Net income attributable to the company was $11.3 million, down 47%, with net income margin falling to 26%, a 19‑point decrease.
EPS was $0.11, a 48% decline versus a year earlier. Despite the weaker profits, EBITDA was $18.4 million with a still-strong 43% EBITDA margin, and annualized return on equity was 18%. The business continued to expand operationally, with 284 franchise locations (up 33 year over year), 6.76 million customers over the last twelve months (up 10%), and a 72% customer repeat rate. The balance sheet showed cash and cash equivalents of $167.3 million and total assets of $388.0 million, while operating cash flow for the quarter was $9.2 million. Management highlighted ongoing focus on multi-brand expansion, non-aesthetic medical services, overseas growth, and AI-enabled longevity and healthcare offerings.
SBC Medical Group Holdings filed Amendment No. 1 to its 2025 annual report to add detailed Part III disclosures on directors, executive compensation, ownership and related‑party transactions. The amendment also updates the April 29, 2026 outstanding share count to 102,576,943 and clarifies that no information is incorporated by reference. It does not change previously reported 2025 financial results.
The filing shows CEO Yoshiyuki Aikawa controls about 81.7% of voting power and received a $12,000,000 base salary in 2025. SBC describes its board committees, controlled‑company status under Nasdaq rules, employment agreements with key executives, and extensive revenue and financing relationships with Japanese medical corporations and other entities related to the CEO and his family.
SBC Medical Group Holdings Inc Chairman and CEO Yoshiyuki Aikawa reported an open-market sale of 465,000 shares of common stock on April 28, 2026 at a net price of $3.0225 per share. The sale occurred on the closing date of the underwriters' option to purchase additional shares tied to an underwritten public offering that initially closed on April 21, 2026.
Following the transaction, Aikawa holds 78,839,460 SBC shares directly, plus indirect interests including 5,000,000 shares held by Aikawa Investment Co., Ltd., which he wholly owns, and an 861,600-share indirect interest through Aikawa Equity Management Co., Ltd., where he disclaims beneficial ownership except for his pecuniary interest.
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.