MRM 6-K
Medirom Healthcare Technologies Inc. (MRM)
UNITED STATES
SECURITIESAND 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 August, 2026
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
As previously reported, on December 31, 2025, MEDIROM Healthcare Technologies Inc. (the “Company”) issued to Kufu Company Holdings Inc. (the “Bond Holder”) its Fourth Unsecured Convertible-Type Corporate Bonds with Share Options in the aggregate principal amount of JPY 275,000,000 (the “Bonds”), pursuant to the Terms of Fourth Unsecured Convertible-Type Corporate Bonds with Share Options (the “Indenture”). The Bonds accrued interest at a rate of 5.0% per annum and were scheduled to mature on June 30, 2026 (the “Maturity Date”).
Additionally, as previously reported, on January 30, 2026, the Company and the Bond Holder entered into a Deemed Loan Agreement (the “Loan Agreement”). Pursuant to the Loan Agreement, the Bond Holder loaned to the Company JPY 200,000,000. The loan bears interest at 10.0% per annum and is repayable on December 31, 2026.
Further, as previously reported, to secure the Company’s obligations under the Loan Agreement, on January 30, 2026, the Company pledged to the Bond Holder all of the Company’s shares of MEDIROM MOTHER Labs Inc., a subsidiary of the Company, pursuant to a Share Pledge Agreement. The pledge secures all of the Company’s obligations under the Loan Agreement and grants the Bond Holder a first-priority security interest in the pledge shares. Upon the occurrence of an acceleration of the Company’s obligations under the Loan Agreement, the Bond Holder may, without prior notice or demand, dispose of the pledged shares.
Effective on the Maturity Date, in lieu of cash repayment of the Bonds, the Company and the Bond Holder entered into an amendment to the Loan Agreement and the Share Pledge Agreement, dated July 14, 2026 (the “Amendment”). Pursuant to the Amendment, the Bond Holder agreed to refinance the entire JPY 275,000,000 principal amount due under the Bonds in exchange for the Company’s assumption of a loan for the same amount. Following the Amendment, the total principal amount under the Loan Agreement is JPY 475,000,000. The Amendment also amended the Share Pledge Agreement to secure the additional amount due under the Loan Agreement as a result of the Amendment. Other than as set forth herein, the terms of the Loan Agreement and the Share Pledge Agreement remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is furnished as Exhibit 10.1 hereto and is incorporated herein by reference.
The information furnished in this report on Form 6-K (including the exhibit hereto) 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. The registrant hereby incorporates this report on Form 6-K (including the exhibits hereto) by reference into and as part of the Company’s registration statements on Form S-8 (Registration No. 333-274833) and Form F-3 (Registration Number 333-290161), and this report on Form 6-K shall be deemed to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished (to the extent the Company expressly states that it incorporates such furnished information by reference into such registration statement) by the Company.
EXHIBIT INDEX
| Exhibit No. | Description | |
|---|---|---|
| 10.1 | Amendment Agreement, dated July 14, 2026, by and between the Company and the Bond Holder [English Translation] |
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.
| Date: August 7, 2026 | MEDIROM HEALTHCARE TECHNOLOGIES INC. | |
|---|---|---|
| By: | /s/ Fumitoshi Fujiwara | |
| Name: Fumitoshi Fujiwara | ||
| Title: Chief Financial Officer |
EX-10.1
Exhibit 10.1
Amendment Agreement
Kufu Company Holdings Inc. (hereinafter referred to as “Kufu”) and MEDIROM Healthcare Technologies Inc. (hereinafter referred to as “Medirom”) hereby agree to amend, as set forth below, (i) the Deemed Loan Agreement entered into between Kufu and Medirom dated January 30, 2026 (the “Original Agreement”), and (ii) the Share Pledge Agreement entered into on the same date between Kufu (referred to as the “Pledgee” under the Original Agreement and the Original Pledge Agreement) and Medirom (referred to as the “Pledgor” thereunder) (the “Original Pledge Agreement”), and hereby enter into this amendment agreement (this “Amendment Agreement”).
Article 1 (Amendment to the Original Agreement (Deemed Loan Agreement))
Medirom acknowledges that, as of June 30, 2026, Medirom owes Kufu an obligation of JPY 275,000,000 arising from MEDIROM Healthcare Technologies Inc.’s Fourth Unsecured Convertible-Type Corporate Bonds with Share Options (the “Additional Obligation”).
Kufu and Medirom agree to combine the Additional Obligation with the JPY 200,000,000 obligation set forth in Article 1 of the Original Agreement (the “Original Obligation”), and agree that the aggregate amount thereof shall constitute the principal of a loan in the same amount.
Based on the agreement set forth in the preceding two paragraphs, Article 1 of the Original Agreement is hereby amended as follows:
[Before Amendment]
Article 1 (Details of the Deemed Loan)
Medirom acknowledges that, as of December 31, 2025, Medirom owes Kufu JPY 200,000,000, and Kufu and Medirom agree that this amount shall constitute the principal of a loan in the same amount.
[After Amendment]
Article 1 (Details of the Deemed Loan)
Medirom acknowledges that it owes Kufu the obligations set forth in the following items, and Kufu and Medirom agree that the aggregate amount of JPY 475,000,000, combining such obligations, shall constitute the principal of a loan in the same amount.
(1) The JPY 200,000,000 obligation as of December 31, 2025 (the Original Obligation); and
(2) The JPY 275,000,000 obligation as of June 30, 2026, arising from MEDIROM Healthcare Technologies Inc.’s Fourth Unsecured Convertible-Type Corporate Bonds with Share Options (the Additional Obligation).
- Except as amended by this Amendment Agreement, the other provisions of Articles 2 through 17 of the Original Agreement shall remain unchanged. References to “the amount set forth in Article 1” in Article 2 (Interest), Article 3 (Repayment Due Date), Article 7 (Default Interest), and any other provision of the Original Agreement shall mean the JPY 475,000,000 amount set forth in Article 1 of the Original Agreement, as amended by this Amendment Agreement, and Kufu and Medirom confirm that the interest rate, repayment due date, rate of default interest, and other terms and conditions set forth in the Original Agreement shall apply equally to the aggregate amount of the Original Obligation and the Additional Obligation.
Article 2 (Amendment to the Original Pledge Agreement)
- Kufu and Medirom confirm that the “Secured Claims” set forth in Article 1(3) of the Original Pledge Agreement shall mean any and all claims that Kufu now has or may have in the future against Medirom under the Original Agreement, as amended by this Amendment Agreement (including claims relating to the Additional Obligation), and Article 1(3) of the Original Pledge Agreement is hereby amended as follows:
[Before Amendment]
“Secured Claims”:
Any and all claims that the Pledgee now has or may have in the future against the Debtor pursuant to the Deemed Loan Agreement executed between the Pledgee and the Debtor dated January 30, 2026.
[After Amendment]
“Secured Claims”:
Any and all claims that the Pledgee now has or may have in the future against the Debtor pursuant to the Deemed Loan Agreement executed between the Pledgee and the Debtor dated January 30, 2026 (including such agreement as amended by this Amendment Agreement; the same applies hereinafter).
In connection with the amendment set forth in the preceding paragraph, the terms “Secured Claims” and “Secured Obligations” under the Original Pledge Agreement shall each be governed by the definitions as amended pursuant to this Article, and the Pledge created over the Pledged Shares (48,219 common shares of MEDIROM MOTHER Labs Inc., the Issuer) shall secure the aggregate obligation of JPY 475,000,000, combining the Original Obligation and the Additional Obligation.
Except as set forth in the preceding two paragraphs, the other provisions of the Original Pledge Agreement shall remain unchanged.
Article 3 (Confirmation Matters)
Kufu and Medirom mutually confirm that, as of the date of execution of this Amendment Agreement, they have no objection whatsoever regarding the rights and obligations between Kufu and Medirom under the Original Agreement and the Original Pledge Agreement, other than the amendments set forth in this Amendment Agreement.
With respect to any matter not provided for in this Amendment Agreement, and any matter as to which a question arises regarding the interpretation of this Amendment Agreement, Kufu and Medirom shall consult in good faith to resolve such matter.
Article 4 (Governing Law andJurisdiction)
This Amendment Agreement shall be governed by the laws of Japan, and the Tokyo District Court shall have exclusive agreed jurisdiction as the court of first instance over any dispute arising in connection with this Amendment Agreement.
(Remainder of this page intentionally left blank)
In witness of the execution of this Amendment Agreement, each party shall affix its name and seal to two (2) originals of this document, or execute this document by electronic signature; if executed by affixing name and seal, each party shall retain one (1) original.
July 14, 2026
(Kufu)
Address: 1-4-28 Mita, Minato-ku, Tokyo, Japan
Company Name: Kufu Company Holdings Inc.
Representative: Yoshiteru Akita, CEO
(Medirom)
Address: 2-3-1 Daiba, Minato-ku, Tokyo, Japan
Company Name: MEDIROM Healthcare Technologies Inc.
Representative: Koji Eguchi, CEO