Business Context and Reporting Period
Medirom Healthcare Technologies Inc. filed this Form 6-K as a foreign private issuer for April 2023. The filing concerns the continued Nasdaq listing of the Company’s American Depositary Shares and related regulatory notices.
Key Financial and Listing Metrics
- Nasdaq’s applicable alternative continued-listing standard requires at least $500,000 of net income from continuing operations in the most recently completed fiscal year or in two of the last three completed fiscal years.
- The filing does not provide the Company’s actual revenue, net income, cash flow, margins, debt, cash balance, or liquidity amounts.
Material Changes and Developments
- On December 28, 2022, Nasdaq notified the Company that its ADSs were subject to suspension and delisting for noncompliance with the $35 million market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2).
- Following the Company’s appeal hearing on February 16, 2023, the Nasdaq Hearings Panel granted continued listing through May 1, 2023, subject to demonstrating compliance with the net income standard under Rule 5550(b)(3).
- On April 28, 2023, the Panel granted an extension through May 19, 2023 for the Company to demonstrate compliance in its Annual Report on Form 20-F for the year ended December 31, 2022.
- The Company stated that it intended to file the Form 20-F on or before May 19, 2023. A related press release was issued on May 1, 2023 and furnished as Exhibit 99.1.
Outlook, Risks, and Unusual Items
The principal contingency is the Company’s ability to satisfy Nasdaq’s net income listing requirement by the extended deadline. Failure to demonstrate compliance, or failure to obtain further relief, could result in delisting of the ADSs. The stated intention and timing of the Form 20-F filing are forward-looking statements and may not be achieved. The Company also cited risks described in its prior Form 20-F and other SEC filings.
Investor Verification Checklist
- Verify the Company’s fiscal year 2022 net income from continuing operations and whether it satisfies Nasdaq Rule 5550(b)(3).
- Confirm whether the Form 20-F for the year ended December 31, 2022 was filed by May 19, 2023.
- Confirm Nasdaq’s final determination regarding continued listing or delisting of the ADSs.
- Review the 2022 Form 20-F for revenue, profitability, cash flow, liquidity, debt, and risk-factor disclosures, which are not provided in this Form 6-K.