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, 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

As previously reported in a Form 12b-25 Notification of Late Filing filed by MEDIROM Healthcare Technologies Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2024, the Company was delayed in filing with the SEC its Annual Report on Form 20-F for the year ended December 31, 2023 (the “Form 20-F”) without unreasonable effort or expense.

On May 20, 2024, in accordance with standard procedures related to the delayed filing of the Form 20-F with the SEC, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1). Nasdaq listing rules provide the Company with 60 calendar days from the date of the notice to submit a plan to regain compliance. The Company intends to file the Form 20-F prior to the expiration of the 60-day period.

The Notice has no immediate effect on the listing or trading of the Company’s American Depositary Shares representing its common shares on Nasdaq.

Issuance of Press Releases

On May 21, 2024, the Company issued a press release announcing its receipt of the Notice from Nasdaq. A copy of this press release is attached to this current report on Form 6-K as Exhibit 99.1.

In addition, on May 21, 2024, the Company also issued a press release announcing its major Key Performance Indicators, or KPIs, updated for the month of April 2024. A copy of this press release is attached to this current report on Form 6-K as Exhibit 99.2.

The press releases furnished in this report as Exhibits 99.1 and 99.2 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.

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 SEC on May 30, 2023 and in the Company’s other filings with the SEC. There can be no assurance that the Company will be able to regain compliance with the Nasdaq requirements for continued listing within the 60-day period beginning on the date of the Notice or any extensions of such period granted by Nasdaq, or that Nasdaq will accept any plan submitted by the Company to regain compliance. 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.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of the Company, dated May 21, 2024, regarding the Company’s receipt of the Notice from Nasdaq
99.2	Press release of the Company, dated May 21, 2024, regarding the Company’s major KPIs, updated for April 2024

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.
Date: May 21, 2024
	By:	/s/ Fumitoshi Fujiwara
		Name: Fumitoshi Fujiwara
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

MEDIROM Healthcare Technologies Inc. Receives Notification
from Nasdaq Related to Annual Report

New York/May 21, 2024 – MEDIROM Healthcare Technologies Inc. (NasdaqCM: MRM), a leading holistic health services provider in Japan (the “Company”), today announced that on May 20, 2024, as a result of its failure to timely file with the U.S. Securities and Exchange Commission (the “SEC”) its Annual Report on Form 20-F for the year ended December 31, 2023 (the “Form 20-F”), it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1). Nasdaq listing rules provide the Company with 60 calendar days from the date of the notice to submit a plan to regain compliance. The Company intends to file the Form 20-F prior to the expiration of the 60-day period.

The Nasdaq notice has no immediate effect on the listing or trading of the Company’s American Depositary Shares representing its common shares on Nasdaq. As previously disclosed by the Company in its Form 12b-25 filed with the SEC on April 30, 2024, the Company was unable to file its Form 20-F by its original deadline without unreasonable effort or expense. The Company is working diligently on its plan to regain compliance and file its Form 20-F as soon as practicable.

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 materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. There can be no assurance that the Company will be able to regain compliance with the Nasdaq requirements for continued listing within the 60-day period beginning on the date of the notice or any extensions of such period granted by Nasdaq, or that Nasdaq will accept any plan submitted by the Company to regain compliance. You should not place undue reliance on forward-looking statements because 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, materially 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.

More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Operating and Financial Review and Prospects” sections of the Company’s most recently filed periodic report on Form 20-F and subsequent filings, which are available on the SEC website at www.sec.gov. The Company assumes no obligation to 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.

About MEDIROM Healthcare Technologies Inc.

MEDIROM, a holistic healthcare company, operates 308 (as of April 30, 2024) 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 an 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^®”. In 2023, MEDIROM launched REMONY, a remote monitoring system for corporate clients, and has received orders from a broad range of industries, including nursing care, transportation, construction, and manufacturing, among others. MEDIROM hopes that its diverse health-related product and service offerings 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.

■Contacts

Investor Relations Team

ir@medirom.co.jp

EX-99.2

Exhibit 99.2

MEDIROM Healthcare Technologies Inc. Announces April 2024

Key Performance Indicators (KPIs)

Total Customers Served: 74,621 – Sales Per Customer: JPY 7,143 – Customer Repeat Ratio: 75.9%

Tokyo/May 21, 2024 – MEDIROM Healthcare Technologies Inc. (NasdaqCM: MRM), a holistic healthcare company based in Japan (the “Company”), today announced its major Key Performance Indicators, or KPIs, updated for the month of April 2024. Data is provided for all salons for which comparable financial and customer data is available and excludes certain salons where such information is not available.

Salon Operation Business

The following monthly KPIs provide insight into the business fundamentals and progress of the Company, updated for the month of April 2024:

● The number of salons was 308 in April 2024, down from 313 in the year-ago period.

● Total customers served decreased to 74,621 in April 2024 from 83,130 in the year-ago period.

● Sales per customer increased to JPY 7,143 in April 2024 from JPY 6,669 in the year-ago period. The increase is primarily attributed to price revisions and the upselling of value-added optional services.

● Repeat ratio, a measure of repeat customers, decreased slightly to 75.9% in April 2024 from 77.0% in the year-ago period.

● Operation ratio was 43.5% in April 2024, down from 47.2% in the year-ago period.

● The total number of salons with data increased to 285 in April 2024 from 284 in April 2023.The increase is attributed to the completion of the replacement of the customer management system in certain salons. The number of salons with data decreases when the Company closes salons with data available and increases as the Company opens salons with such data or upgrades the customer management system in existing salons to provide such data.

	Number of Salons(*1)	Number of Salons with Data(*2)		Total Customers Served(*3)		Sales per Customer(*4)		Repeat Ratio(*5)		Operation Ratio(*6)
April-23	313	284		83,130		JPY 6,669		77.0%		47.2%
May-23	314	284		86,895		JPY 6,660		75.7%		47.5%
June-23	314	287		81,280		JPY 6,801		76.0%		46.7%
July-23	315	290		88,240		JPY 6,985		76.0%		48.1%
August-23	316	291		87,224		JPY 6,946		74.6%		48.0%
September-23	315	290		84,393		JPY 6,991		76.7%		47.0%
October-23	315	291		82,249		JPY 6,891		77.4%		45.4%
November-23	313	289		75,290		JPY 7,045		77.5%		43.9%
December-23	314	290		83,124		JPY 7,271		77.7%		46.7%
January-24	311		287		74,533		JPY 7,147		76.8%		44.7%

February-24	311	287	71,376	JPY 7,099	77.6%	44.9%
March-24	312	288	77,854	JPY 7,190	77.9%	45.7%
April-24	308	285	74,621	JPY 7,143	75.9%	43.5%

(*1) Number of Salons: Includes the Company’s directly-operated salons and franchisees’ salons.

(*2) Number of Salons with Data: The number of salons for which comparable financial and customer data is available.

(*3) Total Customers Served: The number of customers served at salons for which comparable financial and customer data is available.

(*4) Sales Per Customer: The ratio of total salon sales to number of treated customers at all salons for which comparable financial and customer data is available.

(*5) Repeat Ratio: The ratio of repeat customer visits to total customer visits in the applicable month for all salons for which comparable financial and customer data is available.

(*6) Operation Ratio: The ratio of therapists’ in-service time to total therapists’ working hours (including stand-by time) for the applicable month for all salons for which comparable financial and customer data is available.

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* Repeat ratios shown in the chart above do not include salons in public bath houses. In April 2024, the repeat ratios for all salons and salons in public bathhouses only were 75.9% and 56.8%, respectively.

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*Since July 2021, the salon operation business has been managed by Wing Inc., which is a wholly-owned subsidiary of the Company.

Health Tech Business (Lav®)

The Company offers a government-specific health guidance program (the “Program”) using Lav®, an on-demand training application developed by the Company. The Program is designed to be less burdensome for the users and is delivered through a completely remote support style using the web remote interview and chat function of Lav®. This approach helps to reduce the dropout rate of conventional specific health guidance programs.

The Program provides support to medical professionals, such as public health nurses, dietitians, etc., that assist eligible individuals (age between 40 and 74) who are at risk of developing lifestyle-related diseases that can be caused by an unbalanced diet, lack of sleep, lack of exercise, smoking, stress, and other factors, by reviewing their lifestyle habits through specific health checkups that focus on metabolic syndrome. The implementation of specific health checkups and specific health guidance has become mandatory for medical insurers in Japan, including national health insurance and employee health insurance providers, since April 2008.

The Ministry of Health, Labor and Welfare has set a nationwide target of at least 70% for specific medical checkup implementation rates and at least 45% for specific health guidance implementation rates. In fiscal year 2021, however, the medical checkup implementation rates and specific health guidance implementation rates were only 56.5% and 24.6%, respectively. As a result, the market for these services is expected to expand due to the government’s effort to achieve the set target implementation rates. According to a survey by the Japan Health Guidance Association, the utilization of Information and Communication Technology (ICT) has been increasing, and the adoption rate has exceeded 50% due to the impact of COVID-19 in recent years.

As of April 2024, the Company has entered into contracts with 79 corporate insurance associations, and the cumulative number of users of the Company’s Lav® app has exceeded 7,000 people, bringing the total to 7,139

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individuals.

	Number of New Contracts with Corporate Insurance Associations(*1)	Number of New Users(*2)	Cumulative Number of Contracts with Corporate Insurance Associations(*3)	Cumulative Number of Users
April-23	1	295	67	4,914
May-23	1	158	68	5,072
June-23	1	199	69	5,271
July-23	0	163	69	5,434
August-23	0	100	69	5,534
September-23	2	179	71	5,713
October-23	1	293	72	6,006
November-23	1	256	73	6,262
December-23	1	161	74	6,423
January-24	1	174	75	6,597
February-24	1	152	76	6,749
March-24	1	203	76	6,952
April-24	3	187	79	7,139

(*1) Number of new contracts with corporate insurance associations entered into in the applicable month to implement specified health guidance program offered by the Company.

(*2) Number of new users that started using specified health guidance offered by the Company in the applicable month.

(*3) Cumulative number of contracts with corporate insurance associations excluding the number of terminated contracts.

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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. You should not place undue reliance on forward-looking statements because 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. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press release include:

· the Company’s ability to achieve its development goals for its business and execute and evolve its growth strategies, priorities and initiatives;

· the Company’s ability to sell certain of its owned salons to investors, and receive management fees from such sold salons, on acceptable terms;

· changes in Japanese and global economic conditions and financial markets, including their effects on the Company’s expansion in Japan and certain overseas markets;

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· the Company’s ability to achieve and sustain profitability in its Digital Preventative Healthcare Segment;

· the fluctuation of foreign exchange rates, which affects the Company’s expenses and liabilities payable in foreign currencies;

· the Company’s ability to hire and train a sufficient number of therapists and place them at salons in need of additional staffing;

· changes in demographic, unemployment, economic, regulatory or weather conditions affecting the Tokyo region of Japan, where the Company’s relaxation salon base is geographically concentrated;

· the Company’s ability to maintain and enhance the value of its brands and to enforce and maintain its trademarks and protect its other intellectual property;

· the financial performance of the Company’s franchisees and the Company’s limited control with respect to their operations;

· the Company’s ability to raise additional capital on acceptable terms or at all;

· the Company’s level of indebtedness and potential restrictions on the Company under the Company’s debt instruments;

· changes in consumer preferences and the Company’s competitive environment;

· the Company’s ability to respond to natural disasters, such as earthquakes and tsunamis, and to global pandemics, such as COVID-19; and

· the regulatory environment in which the Company operates.

More information on these risks and other potential factors that could affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” and “Operating and Financial Review and Prospects” sections of the Company’s most recently filed periodic report on Form 20-F and subsequent filings, which are available on the SEC website at www.sec.gov. The Company assumes no obligation to 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.

About MEDIROM Healthcare Technologies Inc.

MEDIROM, a holistic healthcare company, operates 308 (as of April 30, 2024) 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 an 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^®”. In 2023, MEDIROM launched REMONY, a remote monitoring system for corporate clients, and has received orders from a broad range of industries, including nursing care, transportation, construction, and manufacturing, among others. MEDIROM hopes that its diverse health-related product and service offerings will help it collect and manage healthcare data from users and customers and enable it to become a leader in big data in

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the healthcare industry. For more information, visit https://medirom.co.jp/en.

■Contacts

Investor Relations Team

ir@medirom.co.jp

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