0001558370-24-014918.txt : 20241108 0001558370-24-014918.hdr.sgml : 20241108 20241107182804 ACCESSION NUMBER: 0001558370-24-014918 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20241107 FILED AS OF DATE: 20241108 DATE AS OF CHANGE: 20241107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Medirom Healthcare Technologies Inc. CENTRAL INDEX KEY: 0001819704 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39809 FILM NUMBER: 241437490 BUSINESS ADDRESS: STREET 1: 2-3-1 DAIBA, MINATO-KU CITY: TOKYO STATE: M0 ZIP: 135-0091 BUSINESS PHONE: 81-3-6721-7364 MAIL ADDRESS: STREET 1: 2-3-1 DAIBA, MINATO-KU CITY: TOKYO STATE: M0 ZIP: 135-0091 6-K 1 tmb-20241107x6k.htm 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 November, 2024

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 office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Amendment of Convertible Bond Terms

On November 1, 2024, MEDIROM Healthcare Technologies Inc. (the “Company”) entered into a Letter of Proposal with Kufu Company Inc. (“Kufu Company”) to amend certain terms of the corporate convertible bonds in the aggregate amount of ¥500,000 thousand that the Company issued to Kufu Company on December 28, 2022 (the “Convertible Bonds”). Pursuant to the terms of the Letter of Proposal, Kufu Company agreed to (i) waive its redemption right under the Convertible Bonds, (ii) revise the maturity date and the final interest payment date of the Convertible Bonds from December 28, 2027 to December 31, 2025 and (iii) revise the deadline for exercising its conversion right under the Convertible Bonds from December 27, 2027 to December 30, 2025.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Letter of Proposal, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

Other than as indicated below, the information in this report on Form 6-K (including the exhibits hereto), 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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent specifically provided in such a filing. The registrant hereby incorporates this report on Form 6-K (including exhibit 4.1 hereto) by reference into and as part of the Company’s registration statement on Form S-8 (Registration No. 333-274833), filed with the SEC on October 3, 2023, and this report on Form 6-K shall be deemed to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished (to the extent the Company expressly states that it incorporates such furnished information by reference into such registration statement) by the Company.

EXHIBIT INDEX


Exhibit No.		Description
4.1		Letter of Proposal relating to the Convertible Bonds, dated as of November 1, 2024 [English translation]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: November 7, 2024	MEDIROM HEALTHCARE TECHNOLOGIES INC.

	By:	/s/ Fumitoshi Fujiwara
		Name:	Fumitoshi Fujiwara
		Title:	Chief Financial Officer

EX-4.1 2 tmb-20241107xex4d1.htm EX-4.1

Exhibit 4.1

November 1, 2024

To: Kufu Company Inc.

	2-3-1 Daiba, Minato-ku, Tokyo
	MEDIROM Healthcare Technologies Inc.
	Kouji Eguchi, Representative Director
	[Stamped seal]

Letter of Proposal

In connection with the 1st Unsecured Convertible-Type Corporate Bonds with Share Options of MEDIROM Healthcare Technologies Inc. issued to you on December 28, 2022 (the “Convertible Bonds”), we hereby propose and offer to amend the terms and conditions set forth in the indenture of the Convertible Bonds (the “Indenture”), as follows (this “Proposal”):

(1)

Notwithstanding the provision of Item (1) of Paragraph 14 of the Indenture, the redemption date shall be December 31, 2025. In accordance therewith, the final interest payment date set forth in Item (1) of Paragraph 8 of the Indenture shall be modified to December 31, 2025, and the period during which the share options attached to the Convertible Bonds are exercisable as set forth in Item (4) of Paragraph 18 of the Indenture shall end on December 30, 2025, and such share options may not be exercised on or after December 31, 2025.

(2)	Notwithstanding the provisions of Items (2) and (3) of Paragraph 14 of the Indenture and other provisions of the Indenture related to early redemption, you hereby waive any and all rights to demand early redemption of the Convertible Bonds and shall not exercise such rights hereafter.

(3)	If separately agreed between you and us, the Convertible Bonds may be redeemed prior to the maturity date.

(4)	Except for the matters expressly stated in this Proposal, the terms and conditions of the Indenture shall remain in effect.

We, as the sole holder of the Convertible Bonds, accept the offer stated above and agree to amend the terms and conditions of the Convertible Bonds set forth in the Indenture.

	November 1, 2024

Convertible Bonds Holder

1-4-28 Mita, Minato-ku, Tokyo
Kufu Company Inc.
Yoshiteru Akita, Chief Executive Officer
[Stamped seal]