MRM MEDIROM Healthcare Technologies Inc

​

​

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 October, 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

​

Issuance of Convertible Corporate Bonds

On October 8, 2024, MEDIROM Healthcare Technologies Inc. (the “Company”) entered into a Second Unsecured Convertible-Type Corporate Bonds with Share Options Purchase Agreement (the “Bond Purchase Agreement”) with Triple One Investment Partnership, a Japanese investment limited partnership, as bond holder and purchaser (the “Bond Holder”), in connection with the proposed purchase of an aggregate principal amount of JPY 300,000,000 of the Company’s convertible corporate bonds due 2027 (the “Bonds”). The Bonds will be issued in denominations of JPY 100,000,000.

The Bond Purchase Agreement includes customary representations, warranties, and covenants. The proposed sale of the Bonds is expected to close on October 25, 2024 (the “Closing Date”), on which date the Bonds will be issued to the Bond Holder under the Terms of Second Unsecured Convertible-Type Corporate Bonds with Share Options (the “Indenture”) pursuant to the Companies Act of Japan. Under the Indenture, the Bonds will be unsecured, accrue interest at a rate of 2.0% per annum, payable on June 30, 2025 and semiannually thereafter, and will mature on October 29, 2027 (the “Maturity Date”), unless earlier redeemed or converted. At any time between October 25, 2024 and the Maturity Date, the Bond Holder may convert each Bond at its option, in whole but not in part, into common shares, no par value, of the Company. The conversion price is JPY 957 per common share, subject to customary adjustments upon the occurrence of certain events, and was determined based on the weighted average price, converted to Japanese yen, of the Company’s American Depositary Receipts (“ADSs”), each representing one common share, during the six months prior to September 30, 2024. The Company may not repay the Bonds prior to the Maturity Date; provided, however, that the Company, acting with the agreement of the Bond Holder, may repurchase and cancel the Bonds prior to the Maturity Date. Under the Indenture, the Bond Holder may not be transfer the Bonds without the consent of the Company’s board of directors.

Upon the occurrence of certain conditions, the Bond Holder may demand immediate repayment of the Bonds under the Indenture. These conditions include, among others, the Company’s failure to timely pay interest and failure to remedy the nonpayment within 14 days; certain other default events regarding other indebtedness incurred or guaranteed by the Company; the Company resolving to commence bankruptcy, civil rehabilitation, or similar proceedings, or receiving an order to commence such proceedings; or an asset essential to the Company’s business operations becoming subject to compulsory execution or provisional attachment, or the occurrence of other circumstances which significantly damage the creditworthiness of the Company.

The gross proceeds from the sale of the Bonds are expected to be JPY 300,000,000. The Company intends, but is not obligated, to use the proceeds from the sale of the Bonds for investment in its Digital Preventative Healthcare Segment and other general corporate or financing purposes that the Company determines to be appropriate from time to time. With respect to its Digital Preventative Healthcare Segment, as a general matter, the Company plans to continuously invest in and improve the functionality of the MOTHER Bracelet® by developing algorithms to more accurately measure health data, expand the scope of available health data, improve the data connectivity between a larger number of MOTHER Bracelet® products and Gateway tools at the same time, and improve the user experience of REMONY® software, so that all these  products can contribute as an integrated platform to success of the Company’s business customers, and plans to invest in acquiring a larger inventory of the Company’s existing MOTHER products.

The Bonds will be issued and sold outside the United States in reliance upon the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds, the common shares issuable upon the conversion of the Bonds, and any ADSs that may represent such common shares issuable upon the conversion of the Bonds have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.

Cautionary Statement Regarding Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future

performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties related to the risks set forth under “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on June 18, 2024 and in the Company’s other filings with the SEC. The transactions described in this report on Form 6-K may not be consummated for a variety of reasons, and, even if consummated, the Company may not realize some or even all of the anticipated benefits from the transactions. In addition, if consummated, there is a risk that the transactions may have an adverse impact on the Company’s business, financial condition, and results of operations. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

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 (excluding the exhibits 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

​

* Pursuant to Item 601(a)(6) of Regulation S-K promulgated under the Securities Act, certain personally identifiable information has been omitted from this exhibit.

​

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.

​

​

Exhibit 4.1

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION, MARKED BY [***], HAS BEEN OMITTED

FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K.

MEDIROM Healthcare Technologies Inc.

2nd Unsecured Convertible-Type Corporate Bonds with Share Options

PURCHASE AGREEMENT

​

This Purchase Agreement (hereinafter referred to as the “Agreement”) was made and entered into as of October 8, 2024, by and between MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”) and Triple One Investment Partnership (hereinafter referred to as the “CB Holder”) with respect to 2nd unsecured convertible-type corporate bonds with share options in the aggregate principal amount of JPY 300,000,000 (hereinafter referred to as the “CBs”). The terms used in this Agreement shall have the meanings defined in the Terms of the CBs in Schedule 1 (hereinafter referred to as the “Terms of CBs”) unless otherwise provided for in this Agreement. In addition, Schedule 1 to 3 attached at the end of this Agreement shall form an integral part of this Agreement.

​

Article 1(Issue and Purchase)

​

Article 2(Payment on the Payment Date)

Pursuant to the provisions of this Agreement, the CB Holder shall make payment to the Issuer by October 11, 2024, by remitting the amount to be paid in for the CBs (JPY 300,000,000) to the following.

[***]

​

Article 3(Transfer of CBs)

The CB Holder may not transfer the CBs to any third party, provided, however, that this shall not apply in cases where the transfer is made for the entire amount of CBs in a single transaction with the prior written approval by the board of directors of the Issuer (even in such cases, the transferee shall not be an anti-social force).

​

Article 4(Non-Establishment of Bond Manager)

Pursuant to the proviso of Article 702 of the Companies Act, no bond manager will be appointed for the CBs. The CB Holder shall manage the CBs and be responsible to take necessary actions to enforce its rights relating to the CBs.

​

Article 5(Representations and Warranties)

​

​

​

1

​

​

as of the date of execution of this Agreement and the date of payment (provided, however, that if the time of representation and warranty is specified in each item of Schedule 2, it shall apply at that time).

​

Article 6(Exclusion of Antisocial Forces)

​

Article 7 (Confidentiality)

The Issuer and the CB Holder shall not divulge to any third party (excluding the Issuer’s and CB Holder’s shareholders, directors and other officers, employees, attorneys-at-law, certified public accountants, certified tax experts, judicial scriveners and other advisers and the Issuer’s and the CB Holder’s affiliated companies) the existence and descriptions of this Agreement and the information of the other party obtained in connection with this Agreement, and shall not use such information for any purpose other than the performance of its obligations under this Agreement; provided, however, that the foregoing shall not apply where such disclosure is required under applicable laws and regulations, orders or instructions from administrative authorities, or rules of stock exchanges, or where such disclosure is made after receiving prior written consent from the other party and concluding a confidentiality agreement that is reasonably satisfactory to the other party.

​

Article 8 (Notification Pursuant to the Financial Instruments and Exchange Act)

Pursuant to Article 23-13(4) of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; hereinafter referred to as the “FIEA”), the Issuer notifies the CB Holder of the following matters:

​

​

2

​

(Article 2(3)(ii)(c) of the FIEA) and no registration has been made under Article 4(1) of the FIEA in connection with the solicitation of offers to acquire.

​

Article 9  (Governing Law, Jurisdiction, etc.)

​

(Blank)

​

​

3

​

​

IN WITNESS WHEREOF, two original copies of this Agreement shall be executed, signed and sealed, and each party shall retain one copy.

​

​

​

​

​

​

​

​

​

(Schedule 1)

Terms of CBs

As attached

​

​

​

​

(Schedule 2)

Issuer’s Representations and Warranties

As attached.

​

​

​

(Schedule 3)

CB Holder’s Representations and Warranties

As attached.

​

Exhibit 4.2

​

Terms of 2nd Unsecured Convertible-Type Corporate Bonds with Share Options of MEDIROM Healthcare Technologies Inc.

​

The name of the securities is the 2nd Unsecured Convertible-Type Corporate Bonds with Share Options (hereinafter referred to as the “CB”, the bond portion of which is hereinafter referred to as the “Bond” and the share option portion of which is hereinafter referred to as the “Share Option”) of MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”)

JPY 300,000,000 (JPY 300,000,000 as the face value)

JPY 100,000,000, per bond. The CBs may not be divided into denominations smaller than the value of each Bond.

JPY 100,000,000 (JPY 100 to be paid per JPY 100 face value)

No payment is required in exchange for the Share Options.

The CB shall be a bearer security, and neither bond certificate nor share option certificate shall be issued. Pursuant to Paragraph 2 and 3 of Article 254 of the Companies Act, the CBs shall not be separately transferred as Bonds or Share Options only.

2.0% per annum

​

1

​

October 11, 2024

October 25, 2024

All of the CBs are to be allotted to Triple One Investment Partnership (hereinafter referred to as “CB Holder”) through third-party allotment.

Neither security interest on property nor guarantee is attached to the CBs, and no asset is reserved in connection with the CBs.

Since the CB satisfies the requirements set forth in the proviso of Article 702 of the Companies Act and Article 169 of the Ordinance of the Companies Act, no bond manager will be appointed.

The Issuer shall repay the total amount of the principal on October 29, 2027. However, Item (2) shall apply to early redemption and Article 15 shall apply to repurchase and extinguishment. Except as provided for in this article, the Issuer may not repay the principal of the Bond prior to the maturity date.

By mutual agreement with the CB Holder, the Issuer may repurchase and extinguish all of the Bonds prior to the Maturity Date.

If any of the following events occur to the Issuer, the Bonds shall be due and payable and thereafter the Share Options may not be exercised.

​

2

​

type merger or absorption-type merger, duties in connection with the CBs are succeeded to by the newly-incorporated company or continuing company, without prejudice to the CB Holder’s interests).

One share option is attached to each Bond, and the Issuer grants a total of 3 Share Options.

The class of shares that are subject to the Share Options shall be the Issuer’s common shares, and the number of the Issuer’s common shares that will be newly issued or transferred by the Issuer upon exercise of the Share Options (hereinafter, such issue or transfer of the Issuer’s common shares are referred to as “delivery” of the Issuer’s common shares) shall be the maximum integer obtained by dividing the total paid-in amount of the Bonds pertaining to the exercised Share Options by the Conversion Price set forth in Item (3) of this paragraph; provided, however, that fractions less than one share arising from the exercise shall be rounded down and no cash adjustment shall be made.

Properties to be contributed upon exercise of the Share Options shall be the Bonds attached to the Share Options, and the value of such Bonds shall be the same as its paid-in amount.

The price per share used to calculate the number of the Issuer’s common shares to be delivered upon the exercise of the Share Options (hereinafter referred to as the “Conversion Price”) shall be JPY 957. The Conversion Price is calculated as: the weighted average price of transactions in American depositary shares representing one share of the Issuer’s common shares that were executed during the six months prior to September 30, 2024, as provided by Bloomberg; and converting such weighted average price to Japanese yen by applying the foreign exchange rate (which is 142.82 yen to the dollar released by Sumitomo Mitsui Banking Corporation as the telegraphic transfer middle rate as of September 30, 2024), and any fractions of less than one yen resulting from the calculation being rounded up.

In the event the Issuer conducts a share split or reverse share split of its common shares, the conversion price shall be adjusted in accordance with the following formula, provided, however,

​

3

​

that such adjustment shall be made to the conversion price of Share Options that have not been exercised at the time of such adjustment, and any fraction of less than one yen resulting from such adjustment shall be rounded down.

Adjusted Conversion Price ＝ Original Conversion Price x Ratio of Split or Reverse Split

Additionally, in the event of a merger, share exchange or statutory share transfer (hereinafter, collectively, referred to as “Mergers, Etc.”), in the event of an allotment of shares of the Issuer for no consideration, or in the other event where adjustment of the number of shares is necessary, the Issuer may, to a reasonable extent, adjust the Conversion Price, taking into consideration the conditions, of the Mergers, Etc., allotment of shares of the Issuer for no consideration, and the like.

The CB Holder may exercise, at its decision, the Share Options during the period from October 25, 2024 to October 29, 2027; provided, however, that the period shall end at the time of acceleration, in the event acceleration is triggered. Additionally, in the event that the end date of the exercisable period is a bank holiday, then the exercisable period shall end on the bank business day immediately preceding such bank holiday. The Share Options may not be exercisable after October 30, 2027.

Partial exercise of the Share Options shall not be allowed.

There are no terms and conditions for the acquisition of the Share Options.

The issue price of one common share of the Issuer upon the exercise of the Share Options shall be the amount obtained by dividing the total amount to be paid for the Bonds subject to the exercise by the number of shares set forth in Item (1) of this paragraph.

The amount of stated capital to be increased in the event shares are issued by exercise of the Share Options shall be one-half of the maximum amount of increase in stated capital calculated in accordance with Article 17(1) of the Company Accounting Rules, and any fraction of less than one yen resulting from such calculation shall be rounded up. In addition, the amount of capital reserve to be increased in the event shares are issued by exercise of the Share Options shall be the amount obtained by subtracting the amount of stated capital to be increased from the said maximum amount of increase in stated capital.

​

4

Conversion Price

The Bonds and Share Options are closely related: the Share Options are attached to the CBs and may not be transferred separately from the Bonds, and the Bonds in connection with such Share Options will be contributed in the case of exercise of the Share Options, and the exercisable period of the Share Options will end and be extinguished accordingly in the case of early repayment. Taking into account such relationship, and considering theoretical economic value inherent to the Share Options based on the assumption of the Conversion Price determined as described in Article 18, Item (3) hereof, and practical economic value to be obtained by the Issuer under the terms and conditions set forth herein and in the agreement to be entered into with the CB Holder, the interest rate, early repayment and issue price of the Bonds and other issuance conditions, the Issuer has concluded that no cash payment is required in exchange for the Share Options.

The CB Holder wishing to exercise the Share Options shall indicate, in a request form of exercise stipulated by the Issuer, the CBs in connection with the Share Options to be exercised, enter the date of the request and other items, affix its name and seal thereto, and submit that form to the place of receipt of exercise set forth in Item (12) hereof during the exercisable period stipulated in Item (4) hereof.

Exercise shall be effected on the day when all documents necessary for exercise have arrived at the designated place of receipt of exercise set forth in Item (12) hereof. When the exercise of the Share Options is effected, the redemption of the Bonds in connection such Share Options shall be deemed to have occurred.

Upon the effective exercise of the Share Options, the Issuer shall record the CB Holder in the Issuer’s register of shareholders and deliver shares to the CB Holder in accordance with related laws and regulations.

MEDIROM Healthcare Technologies Inc.

Back Office Unit at MEDIROM Healthcare Technologies Inc.

The CBs shall not be transferred to any third party, without the prior written consent of the Issuer’s board of directors.

The repayment of principal and interest and other payments relating to the Bonds shall be made

​

5

​

by remittance to the bank account separately designated by the CB Holder. The Issuer shall be responsible for paying any wiring fees.

Except for otherwise required by laws and regulations, any notice to the CB Holder shall be made in writing.

The solicitation with a view to issuing new securities (defined in the Financial Instruments and Exchange Act (Act no. 25 of 1948, as amended)) of this CB falls under Article 2(3)(ii)(c) of such Act, and thus, no registration statement set forth in Article 4(1) of such Act was filed in relation to such solicitation with a view to issuing new securities.

The CB holder, in the event it intends to transfer the Bonds, shall provide, in advance or at the same time of the transfer, to its transferee a written notice stating that: no registration statement set forth in Article 4(1) of the Financial Instruments and Exchange Act was filed in relation to the solicitation with a view to issuing new securities; the CB Holder is prohibited from transferring the Bonds except where the transfer is made for the entire amount of the Bonds in a single transaction by an acquirer or purchaser of the Bonds; and the Bonds are subject to restrictions relating to division.

In the event any provisions of these Terms require replacement of terms or other measures due to amendment to the Companies Act or other laws, the Issuer will take any such necessary measures.

End

6