UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On May 15, 2025, SBC Medical Group Holdings Incorporated, or the Company, issued a press release announcing its results for the quarter ended March 31, 2025. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is an investor presentation regarding results for the quarter ended March 31, 2025, or the Investor Presentation. The Investor Presentation will be posted to https://sbc-holdings.com/en/ir/ir-presentation immediately after the filing of this Current Report.
Item 7.01 Regulation FD Disclosure
On May 15, 2025, the Company issued a press release announcing that its Board of Directors has approved the following share repurchase program and will commence repurchasing its own shares as early as May 20, 2025.
Share Repurchase Program
| ● | Maximum aggregate amount: US$5 million | |
| ● | Implementation period: May 20, 2025 – May 20, 2026 | |
| ● | Funding source: Surplus cash and future free cash flow. |
Furthermore, the Company announced in the same press release that it has begun reviewing the acquisition of all shares of Risenet Co., Ltd., or Risenet, which provides management-support services to Rize Clinic and Gorilla Clinic. All Risenet shares are currently held by the Company’s CEO, Yoshiyuki Aikawa. Details—including acquisition price, closing schedule, and impact on consolidated financials of the Company—have not yet been determined. The Company will disclose material information promptly as decisions are made.
The press release is attached as Exhibit 99.3 and is incorporated herein by reference.
The information furnished under Item 2.02, including Exhibit 99.1 and 99.2, and Item 7.01, including Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 15, 2025, entitled “SBC Medical Group Holdings Announces First Quarter 2025 Financial Results” | |
| 99.2 | Investor Presentation | |
| 99.3 | SBC Medical Group Holdings Announces Approval of Share Repurchase Program and Commencement of Share Repurchases | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101). |
SIGNATURE
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, hereunto duly authorized.
| SBC Medical Group Holdings Incorporated | ||
| Dated: May 15, 2025 | By: | /s/ Yuya Yoshida |
| Yuya Yoshida | ||
| Chief Financial Officer | ||