Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
01 Mai 2023 - 2:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of April, 2023
Commission File Number 001-39809
MEDIROM
HEALTHCARE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
x Form 20-F
¨ Form 40-F
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As
previously disclosed, on December 28, 2022, MEDIROM Healthcare Technologies Inc. (the “Company”)
received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, based upon the Company’s non-compliance with the $35 million market value of listed securities requirement set
forth in Nasdaq Listing Rule 5550(b)(2), the Company’s American Depositary Shares, representing common shares of the Company,
were to be suspended from trading on and delisted from Nasdaq. The Company timely requested a hearing before a Nasdaq Hearings Panel (the
“Panel”) to appeal the delisting determination, which hearing was granted and held on February 16, 2023. On
March 15, 2023, the Company received a written notice from the Panel granting the Company’s request for continued listing on
Nasdaq until May 1, 2023, subject to evidencing compliance by such date with the net income standard set forth in Nasdaq
Listing Rule 5550(b)(3), which requires a minimum net income from continuing operations of $500,000 in the most recently completed
fiscal year or two of the last three most recently completed fiscal years. On April 28, 2023, the Company
received a written notice from the Panel granting the Company’s request for an extension until May 19, 2023 to demonstrate
compliance with the net income standard in its Annual Report on Form 20-F for fiscal year ended December 31,
2022, which the Company intends to file with the U.S. Securities and Exchange Commission on or before May 19, 2023.
Issuance of Press Release
On May 1, 2023, the Company issued a press release to announce
that the Panel has granted the Company’s request for an extension until May 19, 2023 to demonstrate compliance with the net
income standard.
The press release furnished as Exhibit 99.1 to this report on
Form 6-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
report on Form 6-K (this “Form 6-K”) contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained in this Form 6-K that do not relate to matters of historical
fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s intent to
file, and the timing of filing, its Annual report on Form 20-F. The Company’s actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, including the
risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq
may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet applicable Nasdaq
requirements if any such relief is necessary, among other risks and uncertainties. These and other important factors discussed under the
caption “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31,
2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14,
2022, and the Company’s other filings with the SEC could cause actual results to differ materially from those indicated by the forward-looking
statements made in this Form 6-K. Any forward-looking statements speak only as of the date of this Form 6
K and are based on information available to the Company as of the date of this Form 6-K, and the Company
assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information,
future events or otherwise.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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MEDIROM Healthcare
Technologies Inc. |
Date: May 1, 2023 |
|
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By: |
/s/ Fumitoshi Fujiwara |
|
|
Name: |
Fumitoshi Fujiwara |
|
|
Title: |
Chief Financial Officer |
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