Filing Overview
Medirom Healthcare Technologies Inc. filed a Form 6-K for May 2023, dated May 24, 2023. The filing reports developments concerning Nasdaq listing compliance and the delayed filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022.
Business Context and Reporting Period
The Company is a foreign private issuer headquartered in Tokyo, Japan, and files annual reports on Form 20-F. This Form 6-K does not provide operating or financial results for the May 2023 period.
Financial and Liquidity Information
- The filing does not provide clear figures for revenue, profit, cash flow, margins, debt, cash, or liquidity.
- Nasdaq’s net income 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 most recently completed fiscal years.
- The Company was required to demonstrate compliance with this standard through its delayed 2022 Annual Report.
Material Changes and Nasdaq Compliance
- On May 23, 2023, the Nasdaq Hearings Panel granted the Company’s request for a further extension, through May 30, 2023, to demonstrate compliance with the net income standard under Nasdaq Listing Rule 5550(b)(3).
- On the same date, Nasdaq notified the Company that it was not compliant with the periodic filing requirement under Rule 5250(c)(1) because the 2022 Annual Report had not been filed.
- The Company received seven calendar days, through May 30, 2023, to regain compliance with the filing requirement.
- The Company stated that it intended to file the 2022 Annual Report with the SEC on or before May 30, 2023, but the filing had been delayed by completion of the audit for the year ended December 31, 2022.
- The Company previously received notice that its ADSs were subject to suspension and delisting based on noncompliance with Nasdaq’s $35 million market value of listed securities requirement. The Company appealed and received continued-listing extensions, including an extension through May 30, 2023.
Outlook, Risks, and Unusual Items
The principal unusual item is the delay in completing the 2022 audit and filing the Annual Report. The Company’s continued Nasdaq listing remained dependent on satisfying applicable listing standards and filing requirements by the applicable deadlines.
Forward-looking statements concern the Company’s intent and expected timing to file the Annual Report. Identified risks include failure to meet Nasdaq continued-listing requirements, failure to obtain further relief from delisting, and failure to ultimately satisfy applicable Nasdaq standards. The Company stated that it does not undertake to update these statements.
Investor Verification Items
- Verify whether the Company filed its 2022 Form 20-F by May 30, 2023 and whether the audit was completed without material qualifications or additional delays.
- Review the reported 2022 net income from continuing operations against Nasdaq’s $500,000 net income standard.
- Confirm the subsequent Nasdaq determination regarding continued listing, suspension, or delisting of the Company’s ADSs.
- Review the Company’s liquidity, debt, going-concern disclosures, and other financial results in the 2022 Form 20-F, which are not included in this Form 6-K.
- Review Exhibit 99.1, the May 24, 2023 press release, for any additional details.