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 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 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.