Highest-materiality recent filing
Director Mike Sayama declines re-election; board shrinks to four, replacement search ongoing
Mike Sayama, independent director, notified SBC he will not stand for re-election at 2026 Annual Meeting.
SBC Medical Q1 revenue falls 9% to $43M; net income drops 47% to $11M
Revenue $43M, -9% YoY; net income $11M, -47% YoY; diluted EPS $0.11, -48% YoY.
CEO sells 3.1M shares in underwritten secondary offering, company receives no proceeds
Selling stockholder CEO Yoshiyuki Aikawa offered 3,100,000 common shares; underwriters have 45-day option for additional 465,000 shares.
SBC Medical Q4 2025 net income up 117% to $14M; EPS $0.14, revenue $40M (-11% YoY)
Net income attributable to SBC Medical Group was $14M, up 117% YoY; EPS $0.14, up 133% YoY.
SBC Medical completes minority investment in U.S. MedSpa chain OrangeTwist, marking U.S. entry
Strategic minority equity investment in OrangeTwist, a U.S. MedSpa chain with 24 locations across 6 states.
SBC Medical announces $20M share repurchase program and effective Form S-3 shelf for up to $50M
Form S-3 shelf registered up to $50M of common or preferred stock, effective Dec 30, 2025; no current offering planned.
SBC Medical gains >50% control of Waqoo via ¥1,900/share tender offer
Tender offer oversubscribed: 637,817 shares tendered vs 575,000 max; SBC to purchase 575,052 shares at ¥1,900 each (total ~¥1,092.5M).
SBC Medical Q3 revenue $43M (-18% YoY) but net income jumps 353% to $13M
Revenue $43M, down 18% YoY; operating income $16M, up 15% YoY.
SBC Medical Group to acquire Waqoo via tender offer; CEO selling 26.6% stake at discounted price
SBCMG to tender for up to 575,000 Waqoo shares at JPY 1,900 each; period Nov 14–Dec 12, 2025.
SBC Medical Q2 2025 revenue $43M (-18% YoY), net income $2.5M (-87% YoY)
Total revenues $43M, down 18% YoY; income from operations $15M, down 47% YoY.
SBC Medical acquires MB career lounge, adding JUN CLINIC to network
Acquired MB career lounge, a Japanese consulting/training firm for medical institutions, for undisclosed cash consideration.
SBC Medical Group added to Russell 3000 Index effective June 30, 2025
Inclusion in the broad-market Russell 3000 Index effective after market open on June 30, 2025.
Shareholders approved declassification of board by ~92.7M votes for, 251 against; all directors' terms end at 2026 annual meeting.
SBC Medical Q1 revenue down 14% to $47M; net income up 15%; $5M buyback
Revenue $47M (-14% YoY); operating income $24M (-1%); net income $22M (+15%); EPS $0.21 (+5%).
SBC Medical names Miki Shimizu as Chief Strategy Officer; Komatsu moves to Japan sub role
Board approved on March 27, 2025; effective April 10, 2025.
SBC Medical Q4 revenue down 29% to $44M; FY 2024 net income up 18% to $47M
Q4 2024 revenue $44M (down 29% YoY); net income $7M (down 54% YoY); EPS $0.06 (down 58%).
SBC Medical Group to purchase Bitcoin worth 1 billion yen as treasury diversification
Purchase of Bitcoin (BTC) equivalent to 1 billion yen, executed through Coinbase, planned February to May 2025.
SBC Medical to sell ski resort and pilot training units to CEO in related-party deal
Sale of two non-core subsidiaries (Kijimadaira Resort, Skynet Academy) to entities owned by CEO Yoshiyuki Aikawa.
SBC Medical Q3 revenue $53M (+12% YoY); net income falls to $2M from $8M
Q3 revenue $53M (+12% YoY); operating income $13M (-31% YoY, hit by $12.8M stock-based comp).
SBC Medical Group completes SPAC merger with Pono Capital Two; begins trading on Nasdaq
Merger closed Sept 17; Pono renamed to SBC Medical Group Holdings Incorporated.
Shareholders approve Pono Capital Two's merger with SBC Medical Group; closing expected soon
All proposals passed with >99.9% approval; merger with SBC Medical Group approved by 3,568,722 for, 1,716 against.
Pono Capital Two reports 1.51M shares bought under non-redemption pact; redemptions of 135K shares
Holder purchased 1,512,575 shares of Class A common stock at weighted avg price of $11.04 per share.
Pono Capital Two extends deadline for SBC Medical business combination to September 2024
Amendment No. 2 to Non-Redemption Agreement extends Clearance Date (SEC proxy statement review) to September 10, 2024.
Pono Capital Two receives two Nasdaq deficiency notices; faces delisting risk
On May 6,2024, Nasdaq notified that MVPHS fell below $15M for 34 consecutive days; must regain compliance by Nov 4,2024.
Pono Capital Two extends merger deadline with SBC Medical to September 30, 2024
Fourth Amendment to Merger Agreement executed on April 22, 2024.
Pono Capital Two receives Nasdaq non-compliance notice for public shares rule
Notice dated April 2, 2024 for failure to maintain at least 1,100,000 publicly held shares (Nasdaq Listing Rule 5450(b)(2)(B)).
Pono Capital Two boosts convertible note to $2.7M; parties release merger claims
Note purchase price increased from $1.0M to $2.7M per Amended Note Purchase Agreement dated Feb 27, 2024.
Stockholders approved Charter amendment extending business combination deadline from Feb 9 to Nov 9, 2024.
Pono Capital Two signs non-redemption agreement for up to 1.7M shares to extend business combination
Non-redemption agreement with unaffiliated investor to purchase 1.5M-1.7M shares in open market at ≤ redemption price.
Pono Capital Two extends merger deadline with SBC Medical to March 31, 2024
Third Amendment signed Dec 28, 2023, extending Outside Date from Dec 31, 2023 to March 31, 2024.
Amendment dated Oct 26, 2023 modifies Section 5.17(a) of the Merger Agreement regarding post-closing board composition.
Pono Capital Two reduces merger consideration for SBC Medical from $1.2B to $1.0B
Amendment to merger agreement reduces aggregate consideration from $1.2 billion to $1.0 billion.
Pono Capital Two amends merger agreement with SBC; narrows target scope and extends deadlines
Amended merger no longer includes SBC's Medical Corporations; only Service Companies and Other Entities.
Pono Capital Two extends milestone deadline for SBC merger to June 22
Amendment No. 3 moves the date for completing disclosure schedules, due diligence, and agreement modifications from June 15 to June 22, 2023.
Pono Capital Two issues $1M convertible note to SBC, extends merger agreement deadline to June 15
On May 26, 2023, issued $1M convertible promissory note to SBC Medical Group, convertible into 100,000 shares at $10.00/share upon merger close.
Pono Capital Two issues $1M convertible note to SBC Medical Group in merger financing
Convertible promissory note of $1M issued to SBC Medical Group, convertible into Class A common at $10/share.
Extension Amendment approved at special meeting with 12,147,718 For, 722,941 Against.
Pono Capital Two secures non-redemption agreements for 773,682 shares to support extension vote
Non-redemption agreements with holders of 773,682 Class A shares; stockholders agree not to redeem for extension vote on May 5, 2023.
Amendment extends Pono's due diligence review period from April 28 to May 31, 2023.
Pono Capital Two enters $1.2B merger with SBC Medical Group Holdings
Merger consideration of $1.2B, subject to net working capital and debt adjustments.
Pono Capital Two enters $1.2B merger with SBC Medical Group Holdings
Entered merger agreement with SBC Medical Group Holdings; Merger Sub to merge into SBC, SBC surviving.
Pono Capital Two announces separate trading of Class A common stock and warrants starting Sept 26
11.5 million units sold in August 2022 IPO at $10/unit, gross proceeds $115 million.
Pono Capital Two completes $115M IPO and private placement, trust funded at $10.25/share
IPO of 11,500,000 units at $10.00 per unit (including full over-allotment) raised $115M gross.
Pono Capital Two closes $115M IPO with full over-allotment; trust funded with $117.9M
IPO of 11.5M units at $10/unit; gross proceeds $115M.
On May 14, 2026, Mike Sayama, an independent director of SBC Medical Group Holdings Incorporated (the “Company”), notified the Company that he would not seek re-election at the Company’s forthcoming 2026 Annual Meeting of Stockholders (the “2026 AGM”).
effective April 10, 2025, Miki Shimizu will assume the role of Chief Strategy Officer of the Company, a position currently held by Akira Komatsu.
As of such transition date, Mr. Komatsu will hold the position of Chief of the Group Representative Office for SBC Medical Group Co., Ltd. (Japan), a subsidiary of the Company.
Max materiality 0.85 · Median 0.65 · Most common event other_material