Sbc Medical Group Holdings Incorporated
A medical services organization, SBC Medical Group backs a broad network of clinics across aesthetic medicine, dermatology, dentistry, fertility treatment, and more, handling branding, marketing, and operations so doctors can focus on care. It grew out of the Shonan Beauty Clinic, opened in 2000 by Dr. Yoshiyuki Aikawa in Fujisawa, Japan, and in 2024 became the first Japanese medical group listed on the U.S. Nasdaq. The name "SBC" survives from that first "Shonan Beauty Clinic" even though the group now spans far beyond beauty.
Item 4 of the Schedule 13D is hereby amended and restated as set forth below: On April 19, 2026, the Reporting Person, as a selling stockholder and the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC, as representative of the underwriters named therein (the "Underwriters"), relating to an underwritten offering of 3,100,000 shares of Common Stock (the "Offering"). The Underwriters purchased the shares of Common Stock from the Reporting Person at a net price of $3.0225 per share. Additionally, pursuant to the Underwriting Agreement, the Reporting Person has granted the Underwriters a 45-day option to purchase up to an additional 465,000 Shares. The Offering closed on April 21, 2026. The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333-292451), as supplemented by a preliminary prospectus supplement dated April 17, 2026 and final prospectus supplement, dated April 19, 2026. Pursuant to the Underwriting Agreement, the Reporting Person has entered into a lock-up agreement (the "Lock-Up Agreement"), pursuant to which it has agreed with the Underwriters, subject to certain exceptions, for a period of 90 days after the closing, not to, offer, sell, contract to sell, hypothecate, pledge, grant any option, right, or warrant to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Reporting Person, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of, with respect to, any shares of Common Stock or securities convertible, exchangeable or exercisable into, Common Stock beneficially owned, or publicly disclose the intention to do any of the foregoing. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Yoshiyuki Aikawa | 13D/AActivist | 82.2% | 84.30M | Apr 21, 2026 |
Item 4 of the Schedule 13D is hereby amended and restated as set forth below: On April 19, 2026, the Reporting Person, as a selling stockholder and the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC, as representative of the underwriters named therein (the "Underwriters"), relating to an underwritten offering of 3,100,000 shares of Common Stock (the "Offering"). The Underwriters purchased the shares of Common Stock from the Reporting Person at a net price of $3.0225 per share. Additionally, pursuant to the Underwriting Agreement, the Reporting Person has granted the Underwriters a 45-day option to purchase up to an additional 465,000 Shares. The Offering closed on April 21, 2026. The Offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333-292451), as supplemented by a preliminary prospectus supplement dated April 17, 2026 and final prospectus supplement, dated April 19, 2026. Pursuant to the Underwriting Agreement, the Reporting Person has entered into a lock-up agreement (the "Lock-Up Agreement"), pursuant to which it has agreed with the Underwriters, subject to certain exceptions, for a period of 90 days after the closing, not to, offer, sell, contract to sell, hypothecate, pledge, grant any option, right, or warrant to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Reporting Person, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or enter into any swap, hedge, or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of, with respect to, any shares of Common Stock or securities convertible, exchangeable or exercisable into, Common Stock beneficially owned, or publicly disclose the intention to do any of the foregoing. The descriptions of the Underwriting Agreement and Lock-Up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Lock-Up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein. | ||||
| Aikawa Equity Management Co., Ltd. | 13GPassive | 5.2% | 5.28M | Mar 13, 2026 |