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 December, 2020
Commission File Number 001-39809
MEDIROM HEALTHCARE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into Underwriting Agreement
On December 28, 2020, MEDIROM Healthcare Technologies Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLP as the underwriter (the “Underwriter”), relating to the initial public offering (the “Offering”) of 800,000 American Depositary Shares (the “ADSs”), each representing one common share, no par value, of the Company at a price to the public of $15.00 per ADS (the “Offering Price”), before underwriting discounts and commissions. The Offering is expected to close on December 31, 2020, subject to the satisfaction of customary closing conditions. The Company has also granted the underwriter a 45-day option to purchase up to an additional 120,000 ADSs at the Offering Price.
The Offering was made pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-250762) that was filed with the SEC and became effective on December 28, 2020 and a Registration Statement on Form F-1MEF (File No. 333-251777), which became effective upon filing on December 28, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 hereto and is incorporated herein by reference.
Issuance of Press Release
On December 28, 2020, the Company issued a press release announcing the pricing of the Offering. The press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions, including without limitation, that the Offering will be consummated. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
Exhibit Index
Exhibit 1.1 | Underwriting Agreement, dated as of December 28, 2020, by and between MEDIROM Healthcare Technologies Inc. and Maxim Group LLC. |
Exhibit 99.1 | Press Release dated December 28, 2020. |
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.
MEDIROM HEALTHCARE TECHNOLOGIES INC | ||
By: | /s/ Kouji Eguchi | |
Name: Kouji Eguchi | ||
Title: Chief Executive Officer | ||
Date: December 29, 2020 |