6-K

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 May, 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

Other Events

On May 23, 2023, MEDIROM Healthcare Technologies Inc. (the “Company”) received a written determination from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for a further extension until May 30, 2023 to demonstrate compliance with the net income standard set forth in Nasdaq Listing Rule 5550(b)(3) in the Company’s Annual Report on Form 20-F for fiscal year ended December 31, 2022 (the “Annual Report”). In addition, on May 23, 2023, the Company received a written notice from the department of Listing Qualifications of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) due to the delay in the filing of the Annual Report. The Company has been provided seven calendar days, or until May 30, 2023, to regain compliance. The Company intends to file the Annual Report with the U.S. Securities and Exchange Commission on or before May 30, 2023.

As previously disclosed, on December 28, 2022, the Company received a written notice from 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 ADSs were to be suspended from trading on and delisted from Nasdaq. The Company timely requested a hearing before 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, 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 the Annual Report. The Company was not able to file the Annual Report by May 19, 2023 due to a delay in the completion of the audit for the year ended December 31, 2022.

Issuance of Press Release

On May 24, 2023, the Company issued a press release to announce that the Panel has granted the Company’s request for a further extension until May 30, 2023 to demonstrate compliance with the net income standard and the receipt of the late filing notice from Nasdaq.

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

Exhibit No.	Description
99.1	Press release of the Company, dated May 24, 2023

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.

	MEDIROM Healthcare Technologies Inc.
Date: May 24, 2023
	By:	/s/ Fumitoshi Fujiwara
		Name: Fumitoshi Fujiwara
		Title:   Chief Financial Officer

EX-99.1

Exhibit 99.1

MEDIROM Healthcare Technologies Inc.

Announces NASDAQ Grants Request for Further Extension to

Demonstrate Compliance with Net Income Standard, and

Receives NASDAQ Notification Related to Delayed Filing of Annual Report

New York/May 24, 2023 – MEDIROM Healthcare Technologies Inc. (NasdaqCM: MRM), a holistic healthcare company based in Japan (“MEDIROM” or the “Company”), today announced that on May 23, 2023, it received a written determination from the Nasdaq Hearing Panel (the “Panel”) granting the Company’s request for a further extension until May 30, 2023 to demonstrate compliance with the net income standard in its Annual Report on Form 20-F for fiscal year ended December 31, 2022 (the “Annual Report”). In addition, on May 23, 2023, the Company received a written notice from Nasdaq notifying the Company that it was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) due to the delay in the filing of the Annual Report. The Company has been provided seven calendar days, or until May 30, 2023, to regain compliance. The Company intends to file the Annual Report with the U.S. Securities and Exchange Commission (the “SEC”) on or before May 30, 2023. For more information regarding the Company’s compliance with Nasdaq’s continued listing standards, please see the press release of the Company dated May 1, 2023, a copy of which was furnished as Exhibit 99.1 to a report on form 6-K filed by the Company with the SEC on May 1, 2023.

About MEDIROM Healthcare Technologies Inc.

MEDIROM, a holistic healthcare company, operates 313 (as of April 30, 2023) relaxation salons across Japan, Re.Ra.Ku^®, being its leading brand, and provides healthcare services. In 2015, MEDIROM entered the health tech business, and launched new healthcare programs using on-demand training app called “Lav^®”, which is developed by the Company. MEDIROM also entered the device business in 2020 and has developed a smart tracker “MOTHER Bracelet^®”. MEDIROM hopes that its diverse health related services and products offering will help it collect and manage healthcare data from users and customers and enable it to become a leader in big data in the healthcare industry. For more information, visit https://medirom.co.jp/en.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. All statements contained in this press release 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 belief that it will meet the net income standard set forth in Nasdaq Listing Rule 5550(b)(3).

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 timely file its Annual Report on Form 20-F for the year ended December 31, 2022, the risk that the Company may not otherwise timely evidence its compliance with the applicable Nasdaq listing requirement for continued listing, or at all, and the risk that Nasdaq may not ultimately grant the Company relief from delisting, among other risks and uncertainties. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Contacts

Investor Relations Team

ir@medirom.co.jp