Business Context and Reporting Period
Company: Medirom Healthcare Technologies Inc.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: December 11, 2025
Principal Office: Tokyo, Japan
Context: The Company announced the issuance of Third Unsecured Convertible-Type Corporate Bonds with Share Options to 11 investors via third-party allotment.
Key Financial Metrics
| Metric | Value |
|---|---|
| Aggregate Principal Amount | JPY 400,000,000 |
| Expected Gross Proceeds | JPY 400,000,000 |
| Interest Rate | 2.0% per annum |
| Conversion Price | JPY 343 per common share |
| Initial Maturity Date | June 30, 2026 |
| Revenue, Profit, Cash Flow | Not provided in this filing |
Material Changes and Transaction Details
- Capital Raise: The Company secured subscriptions for JPY 400,000,000 in convertible bonds, with closing expected on December 12, 2025.
- Instrument Structure: Bonds are unsecured, issued in denominations of JPY 10,000,000, and accrue interest payable in two installments (first due December 29, 2025).
- Conversion Rights: Bondholders may convert bonds into common shares between December 12, 2025, and June 10, 2026.
- Redemption: The Company may redeem bonds between June 1, 2026, and the Maturity Date with 15 business days' notice.
- Extension Option: The Company may extend the Maturity Date to December 25, 2026, upon written notice.
Guidance, Outlook, and Risks
Use of Proceeds: The Company intends to use proceeds for general corporate or financing purposes but is not obligated to do so.
Regulatory Status: The bonds are sold outside the U.S. under Regulation S. They are not registered under the U.S. Securities Act and may not be offered or sold in the U.S. absent registration or exemption.
Risks and Contingencies:
- Default Events: Bondholders may demand immediate repayment upon failure to pay interest (uncured within 30 days), bankruptcy proceedings, or significant damage to creditworthiness.
- Transfer Restrictions: Bonds cannot be transferred without Board consent.
- Forward-Looking Statements: Actual results may differ materially from expectations due to risks outlined in the Company's Form 20-F filed on April 29, 2025.
Investor Verification Checklist
- Verify the closing of the bond issuance on December 12, 2025.
- Confirm the exact number of shares issuable upon conversion based on the JPY 343 conversion price.
- Review the full text of the Indenture (Exhibit 4.1) for specific adjustment mechanisms and default triggers.
- Monitor the Company's cash flow to ensure timely interest payments due December 29, 2025.
- Check for any subsequent filings regarding the extension of the Maturity Date or early redemption.