Source-grounded facts extracted from SBC Medical Group Holdings Inc's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Mike Sayama departed as independent director at SBC Medical Group Holdings Inc.
“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”).”
Earnings Releases
SBC Medical Group Holdings Inc reported the three months ended March 31, 2026 results: revenue $43 million, net income $11 million, EPS $0.11.
“across a wide range of healthcare fields, today announced its financial results for the three months ended March 31, 2026. First Quarter 2026 Highlights • Total revenues were $43 million, representing a 9% year-over-year decrease. • Net income attributable to SBC Medical Group Holdings Incorporated was $11 million, representing a 47% year-over-year decrease. Net”
Material Agreements
SBC Medical Group Holdings Inc entered into Underwriting Agreement with Maxim Group LLC (effective 2026-04-19).
“On April 19, 2026, SBC Medical Group Holdings Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Dr. Yoshiyuki Aikawa, the Company’s CEO and Chairman of the board of directors, as selling stockholder (the “Selling Stockholder”) and Maxim Group LLC, as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten offering of 3,100,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-292451), filed on December 29, 2025.”
Earnings Releases
SBC Medical Group Holdings Inc reported fourth quarter of fiscal year 2025 (three months ended December 31, 2025) and for the full fiscal year 2025 (twelve mont results: revenue Total revenues were $40 million, net income Net Income attributable to SBC Medical Group was $14 million, EPS earnings per share ... was $0.14.
“year 2025 (three months ended December 31, 2025) and for the full fiscal year 2025 (twelve months ended December 31, 2025) Fourth Quarter 2025 Highlights ● Total revenues were $40 million, representing an 11% year-over-year decrease. ● Net Income attributable to SBC Medical Group was $14 million, representing a 117% year-over-year increase. ● Earnings per share”
Governance Changes
SBC Medical Group Holdings Inc: Adoption of amended and restated charter to declassify the board of directors, ending director terms at the 2026 annual meeting and requiring annual election of all director nominees thereafter (effective 2025-06-13).
“As described under Item 5.07 of this Current Report on Form 8-K (the “Report”), SBC Medical Group Holdings Incorporated (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2025. At the Annual Meeting, upon the recommendation of the Company’s board of directors, the Company’s stockholders approved an the adoption of an amendment and restatement of the Company’s certificate of incorporation (the “Amended and Restated Charter”), which will declassify the board of directors such that the terms of all the Company’s current directors will end at the 2026 annual meeting of stockholders, and all director nominees will stand for election annually at and after the 2026 annual meeting of stockholders.”
Akira Komatsu was appointed as Chief of the Group Representative Office at SBC Medical Group Holdings Inc.
“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.”
Miki Shimizu was appointed as Chief Strategy Officer at SBC Medical Group Holdings Inc.
“effective April 10, 2025, Miki Shimizu will assume the role of Chief Strategy Officer of the Company, a position currently held by Akira Komatsu.”
M&A Transactions
SBC Medical Group Holdings Inc underwent a change of control involving Pono Capital Two, Inc. (closed 2024-09-17).
“and other transactions contemplated thereby (collectively, the " Business Combination ") were approved and completed.”
Listing & Compliance Notices
SBC Medical Group Holdings Inc received a nasdaq deficiency notice notice regarding other (rules 5450(a)(2)).
“May 7, 2024, the Company received a separate written notice from Nasdaq stating that the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 total holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Total Holders Requirement”). The notice has no immediate effect on the listing of the Company’s securities on Nasdaq. In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the p”
Listing & Compliance Notices
SBC Medical Group Holdings Inc received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(C)).
“May 6, 2024, Pono Capital Two, Inc., a Delaware corporation (the “Company”) received a written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company’s listed securities failed to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 which is a requirement for continued listing on The Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Requirement”) based upon the Company’s MVPHS for the 34 consecutive business days prior to the date of the notice. The notice has no imm”
Listing & Compliance Notices
SBC Medical Group Holdings Inc received a nasdaq deficiency notice notice regarding other (rules 5450(b)(2)(B)).
“April 2, 2024, Pono Capital Two, Inc., a Delaware corporation (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(B), which requires the Company to have at least 1,100,000 publicly held shares for continued listing on the Nasdaq Global Market (the “Minimum Public Shares Rule”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s secu”
Debt Financings
SBC Medical Group Holdings Inc amended convertible notes of $2,700,000 with SBC Medical Group Holdings Incorporated.
“nd SBC Medical Group Holdings Incorporated, a Delaware corporation (“ SBC ”), entered into a Note Purchase Agreement”
Governance Changes
SBC Medical Group Holdings Inc: Amended the Third Amended and Restated Certificate of Incorporation to extend the business combination deadline from February 9, 2024 to November 9, 2024 (effective 2024-02-05).
“the stockholders of Pono Capital Two, Inc. (the “Company” or “Pono”) approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to implement the Extension Proposal (as defined below) (the “Charter Amendment”). The Charter Amendment became effective on February 5, 2024, upon filing with the Secretary of State of the State of Delaware.”
Shareholder Votes
SBC Medical Group Holdings Inc shareholders approved Extension Amendment Proposal to extend business combination deadline from February 9, 2024 to November 9, 2024 at the 2024-02-05 meeting.
“Proposal 1 – The Extension Amendment Proposal - A proposal to amend (the “Extension Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to extend the date by which Pono has to consummate a business combination from February 9, 2024 to November 9, 2024 (the “Extended Date”). 4,739,042 213,129 0 Proposal 1 was approved by the Company’s stockholders.”
Material Agreements
SBC Medical Group Holdings Inc entered into non-redemption agreement with an unaffiliated investor (effective 2024-01-11).
“On January 11, 2024, the Company entered into a non-redemption agreement with an unaffiliated investor (the "Holder") which agreed to acquire from public stockholders of the Company 1,500,000 to 1,700,000 shares of Class A common stock”
Material Agreements
SBC Medical Group Holdings Inc amended Third Amendment to the Merger Agreement with Pono Capital Two, Inc. valued at Extension of Outside Date from December 31, 2023 to March 31, 2024 (effective 2023-12-28).
“On December 28, 2023, Pono entered into the Third Amendment to the Merger Agreement (the “ Amendment ”) with the parties thereto. The Amendment was entered into solely to extend the Outside Date (as defined in the Merger Agreement) from December 31, 2023 to March 31, 2024.”
Material Agreements
SBC Medical Group Holdings Inc amended First Amendment to the Agreement and Plan of Merger with Pono Capital Two, Inc. valued at reduced merger consideration from $1,200,000,000 to $1,000,000,000 (effective 2023-09-08).
“Pursuant to the Amendment, the $1,200,000,000 amount in the Merger Consideration calculation above was reduced to $1,000,000,000.”
Debt Financings
SBC Medical Group Holdings Inc incurred convertible notes of $1,000,000 with SBC Medical Group Holdings Incorporated.
“Pursuant to the Note Purchase Agreement, the Company and SBC have agreed, subject to the terms and conditions set forth in the Note Purchase Agreement, that the Company will issue and sell to SBC a convertible promissory note (the “ Note ”) of $1,000,000 in aggregate principal amount (the “ Principal Amount ”).”
Governance Changes
SBC Medical Group Holdings Inc: Amendment to extend business combination deadline to February 9, 2024 and provide for conversion of Class B common stock to Class A common stock on a one-for-one basis prior to closing (effective 2023-05-08).
“On May 8, 2023, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to implement the Extension Proposal (as defined below) (the “Charter Amendment”). The Charter Amendment became effective on May 8, 2023 upon filing with the Secretary of State of the State of Delaware.”
Shareholder Votes
SBC Medical Group Holdings Inc shareholders approved A proposal to amend the Company's Third Amended and Restated Certificate of Incorporation to (i) extend the date by which Pono has to consummate a business combination from May 9, 2023 to February 9, 2024 and (ii) provide for the right of a holder of Class B common stock to convert such shares into at the 2023-05-08 meeting.
“Matter For Against Abstain Proposal 1 – The Extension Amendment Proposal - A proposal to amend (the “Extension Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to (i) extend the date by which Pono has to consummate a business combination from May 9, 2023 to February 9, 2024 (the “Extended Date”) and (ii) provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder. 12,147,718 722,941 0 Proposal 1 was approved by the Company’s stockholders.”
Material Agreements
SBC Medical Group Holdings Inc entered into Non-Redemption Agreement with an unaffiliated stockholder (effective 2023-05-04).
“On May 4, 2023, the Company entered into an additional non-redemption agreement with an unaffiliated stockholder pursuant to which such stockholder agreed not to redeem 225,000 of their public shares in connection with the Extension Amendment”
Material Agreements
SBC Medical Group Holdings Inc entered into Non-Redemption Agreement with certain unaffiliated stockholders (effective 2023-05-03).
“on May 3, 2023, Pono Capital Two, Inc. (the “Company” or “Pono”) entered into non-redemption agreements with certain unaffiliated stockholders owning, in the aggregate, 773,682 shares of the Company’s Class A common stock”
Material Agreements
SBC Medical Group Holdings Inc entered into Merger Agreement with Pono Capital Two, Inc. valued at $1,200,000,000 (effective 2023-01-31).
“on January 31, 2023, Pono Capital Two, Inc., a Delaware corporation (“ Pono ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Pono, Pono Two Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono (“ Merger Sub ”), SBC Medical Group Holdings Incorporated, a Delaware corporation (“ SBC ”), Mehana Capital, LLC, in its capacity as Purchaser Representative, and Dr. Yoshiyuki Aikawa, in his capacity as Seller Representative.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.