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-16OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2026
Commission File Number 001-39809
MEDIROMHEALTHCARE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
2-3-1 Daiba, Minato-ku
Tokyo135-0091, 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:
x Form 20-F ¨ Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Issuance of Convertible Corporate Bonds
On December 31, 2025, upon approval from the Board of Directors of MEDIROM Healthcare Technologies Inc. (the “Company”) and effective upon the delivery of a notice of acceptance from the Company, Kufu Company Holdings Inc. (the “Bond Holder”) subscribed to purchase the Company's Fourth Unsecured Convertible-Type Corporate Bonds with Share Options in an aggregate principal amount of JPY 275,000,000 (the "Bonds"). The Bonds were issued in denominations of JPY 25,000,000. The sale of the Bonds closed on December 31, 2025 (the “Closing Date”), on which date the Bonds were issued to the Bond Holder under the Terms of Fourth Unsecured Convertible-Type Corporate Bonds with Share Options (the “Indenture”) pursuant to the Companies Act of Japan. In December 2022, the Company issued corporate convertible bonds in the aggregate amount of JPY 500,000,000 to the Bond Holder (the “1^st^ Bonds”). The 1^st^ Bonds matured on December 31, 2025. In lieu of cash, the Bond Holder refinanced JPY 275,000,000 of principal due under the 1^st^ Bonds in exchange for the Bonds.
Under the Indenture, the Bonds are unsecured, accrue interest at a rate of 5.0% per annum from the day immediately following the issue date until June 30, 2026 (the “Maturity Date”). Interest related to shares being converted is payable no later than ten business days following the conversion date. Upon any failure by the Company to pay interest when due, the Company shall be liable for delinquency interest on such overdue interest at 14.6% per annum. Interest is payable on the Maturity Date, unless earlier converted. Pursuant to the Indenture, the Company shall repay the total amount of the principal on the Maturity Date. The Company may extend the Maturity Date to December 25, 2026, by notifying the Bond Holder in writing or by electronic mail prior to the Maturity Date. If the Maturity Date is extended, remaining interest will be payable on June 30, 2026, and December 25, 2026. At any time between the issuance date and June 29, 2026 (or December 24, 2026, if the Maturity Date of the Bonds is extended), the Bond Holder may convert each Bond at its option, in whole but not in part, into common shares, no par value, of the Company. The conversion price is JPY 330 per common share, subject to customary adjustments upon the occurrence of certain events. The Company, acting with the agreement of the Bond Holder, may repurchase and cancel the Bonds prior to the Maturity Date. Under the Indenture, the Bond Holder may not transfer the Bonds without the consent of the Company’s board of directors.
Upon the occurrence of certain conditions, the Bond Holder may demand immediate repayment of the Bonds under the Indenture. These conditions include, among others, the Company’s failure to timely pay interest; certain other default events regarding other indebtedness incurred or guaranteed by the Company; the Company resolving to commence bankruptcy, civil rehabilitation, or similar proceedings, or receiving an order to commence such proceedings; or an asset essential to the Company’s business operations becoming subject to compulsory execution or provisional attachment, or the occurrence of other circumstances which significantly damage the creditworthiness of the Company.
The Bonds were issued and sold outside the United States in reliance upon the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds, the common shares issuable upon the conversion of the Bonds, and any American Depositary Shares that may represent such common shares issuable upon the conversion of the Bonds have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.
Deemed Loan Agreement and Memorandum of Understanding
On January 30, 2026, the Company and the Bond Holder entered into a Deemed Loan Agreement and a Memorandum of Understanding (collectively, the "Loan Agreement"). Pursuant to the Loan Agreement, the Bond Holder refinanced JPY 200,000,000 of principal due under the 1^st^ Bonds in exchange for the Company's assumption of the corresponding loan obligations. The loan bears interest at 10.0% per annum and is repayable on March 31, 2026. Upon any failure by the Company to pay interest when due, the Company shall be liable for delinquency interest on overdue principal at 14.6% per annum.
Upon the occurrence of certain conditions, the Bond Holder may demand immediate repayment of the loan including, among others, the Company delaying the performance of, or breaching, any obligation under the Loan Agreement; the Company becoming subject to any disposition by a competent governmental authority such as revocation or suspension of its business license; the Company suspending its business operations; the Company becoming subject to suspension of payments or insolvency; the Company becoming subject to a suspension of bank transactions; and a petition being filed for the commencement of bankruptcy or other similar proceedings.
Pledge Agreement
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. ("MML"), 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.
The remaining JPY 25,000,000 principal amount due under the 1^st^ Bonds was repaid to the Bond Holder in cash on December 31, 2025.
The foregoing descriptions of the Bonds, the Indenture, the Deemed Loan Agreement, the Memorandum of Understanding, and the Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture, the Deemed Loan Agreement, the Memorandum of Understanding, and the Pledge Agreement, which are furnished herewith as Exhibits 4.1, 10.1, 10.2, and 10.3 hereto and are incorporated herein by reference.
This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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 Securities and Exchange Commission (“SEC”) on April 29, 2025 and in the Company’s other filings with the SEC. The transactions described in this report on Form 6-K may not be consummated for a variety of reasons, and, even if consummated, the Company may not realize some or even all of the anticipated benefits from the transactions. In addition, if consummated, there is a risk that the transactions may have an adverse impact on the Company’s business, financial condition, and results of operations. 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.
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 exhibit 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
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<br> HEALTHCARE TECHNOLOGIES INC. | ||
|---|---|---|
| Date:<br> February 3, 2026 | By: | /s/ Fumitoshi Fujiwara |
| Name: Fumitoshi Fujiwara | ||
| Title: Chief Financial Officer |
Exhibit 4.1
Terms of 4th Unsecured Convertible-Type Corporate Bonds with Share Options of
MEDIROM Healthcare Technologies Inc.
| 1. | Name of Securities |
|---|
The name of securities is 4th Unsecured Convertible-Type Corporate Bonds with Share Options (hereinafter referred to as the “CB”, the bond portion of which is hereinafter referred to as the “Bonds” and the share option portion of which is hereinafter referred to as the “ShareOption”) of MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”)
| 2. | Total Amount of Issued Bonds |
|---|
JPY 500,000,000 (JPY 500,000,000 as face value)
| 3. | Amount of Each Bond |
|---|
JPY 25,000,000, one bond. The CBs may not be split into a bond the value of which is less than each of the Bonds.
| 4. | Paid-in Money for Each Bond |
|---|
JPY 25,000,000 (JPY 100 to be paid per JPY 100 face value)
| 5. | Paid-in Money for Each Share Option |
|---|
No payment is required in exchange for the Share Options.
| 6. | Matters Regarding CB Certificate |
|---|
The CB shall be a bearer security, and neither bond certificate nor share option certificate shall be issued. Pursuant to Paragraph 2 and 3 of Article 254 of the Companies Act, the CBs shall not be transferred severally in part by Bonds or Share Options only.
| 7. | Interest Rate of Bonds |
|---|
5.0% per annum
| 8. | Method of Payment of Interests and Due Date |
|---|---|
| (1) | Interests shall accrue from the next date of the Issue Date until Maturity Date, which date shall be included<br>in accrual period, (provided, however, that the end of the period shall be the buy-back date in case of buy-back pursuant to Paragraph<br>15 of these Terms; the same applies hereinafter). The first payment date shall be due on June 30, 2026 and the final payment shall<br>be due on June 30, 2026. If the Maturity Date is extended pursuant to Paragraph 14(1), interest will be paid on June 30, 2026,<br>and December 25, 2026. |
| --- | --- |
| (2) | In case of interests being paid for the period of less than six months at the time of redemption or conversion,<br>such interests shall be calculated on a daily basis. |
| --- | --- |
| (3) | In case interests are paid due on a bank holiday, the payment shall be made on the previous business day<br>of such bank holiday. |
| --- | --- |
| (4) | In the event that the Share Options are exercised, the interest on the Bonds to which the exercised Share<br>Options are attached shall be paid, no later than ten (10) business days after the effective date of the exercise. Such interest<br>shall be for the period from the day immediately following the interest payment date immediately preceding the effective date of the claim<br>for exercise of such Share Options (provided that, if the Share Options are exercised before the first interest payment date, “interest<br>payment date” shall be replaced with and read as the “Payment Due of the Bonds”) up to and including the effective date,<br>with both such dates included in the interest accrual period. |
| --- | --- |
1
| (5) | In the event that the Issuer fails to tender payment of interest accrued on the Bonds on the interest<br>payment date (provided that, in the case of item (4) above, "interest payment date" shall be replaced with and read as<br>the date that is ten (10) business days after the effective date of the claim for exercise of the Share Options; the same shall apply<br>hereinafter), the Issuer shall be liable for delinquency interest on such overdue interest at a rate of 14.6% per annum for the period<br>from the day immediately following such interest payment date up to and including the date on which payment is tendered, with both such<br>dates included in the accrual period. |
|---|---|
| (6) | No interests shall accrue after the redemption. |
| --- | --- |
| 9. | Payment Due of the Bonds |
| --- | --- |
December 31, 2025
| 10. | Grant Date of the Share Options |
|---|
December 31, 2025
| 11. | Method of Offering |
|---|
Number of requested CBs are to be allotted to Kufu Company Holdings Inc. (hereinafter referred to as “CB Holder”) by the method of third-party allotment.
| 12. | Matters of Security Interests/Guarantee |
|---|
Neither security interest on property nor guarantee is attached to the CBs, and no asset is compromised for the CBs.
| 13. | No Bond Manager |
|---|
Since the CB satisfies the requirements set forth in the proviso of Article 702 of the Companies Act and Article 169 of the Ordinance of the Companies Act, there is no bond manager being engaged.
| 14. | Method of Redemption and Maturity Date |
|---|---|
| (1) | Redemption on the Maturity Date |
| --- | --- |
The Issuer shall repay the total amount of the principal by JPY 100 per JPY 100 face value due on June 30, 2026 (the "Maturity Date"). However, the Issuer may extend the Maturity Date once to December 25, 2026, by notifying the Bondholder in writing or by electronic mail prior to the Maturity Date. Interest shall be calculated at the initially determined interest rate throughout the extended period. This is subject to the provisions regarding purchase and cancellation set forth in Paragraph 15.
2
| 15. | Repurchase and Extinguishment |
|---|
By mutual agreement with the Bondholder, the Issuer may repurchase and extinguish all or part of the Bonds prior to the Maturity Date.
| 16. | Special Clause for Acceleration |
|---|
In any of the following events occur to the Issuer, the Bonds shall be due and payable. If any of the followings occurs, the Issuer shall promptly provide to the CB Holder a notice in writing.
| (1) | The Issuer breaches Article 8 of these Terms in connection with any of the CBs. |
|---|---|
| (2) | Acceleration triggers in relation to any bond other than the Bonds, or the Issuer fails to repay any bond<br>which has been due. |
| --- | --- |
| (3) | Acceleration triggers in relation to any loan other than bonds, or the Issuer fails to perform its duties<br>on guarantee that the Issuer gave for any bond or loan by other party and that became due, except for the case where the total amount<br>(after conversion into Japanese Yen) of such duties does not exceed JPY 500,000,000. |
| --- | --- |
| (4) | The Issuer files a petition for commencement of bankruptcy procedure, civil rehabilitation procedure,<br>corporate reorganization procedure, or special liquidation, or makes a board resolution of dissolution (excluding the event of dissolution<br>where, in case of incorporation-type merger or absorption-type merger, duties in connection with the CBs are succeeded to by the newly-incorporated<br>company or continuing company, without prejudice to the CB Holder’s interests). |
| --- | --- |
| (5) | The Issuer receives any order of commencement of bankruptcy procedure, civil rehabilitation procedure,<br>corporate reorganization procedure, or special liquidation. |
| --- | --- |
| (6) | Compulsory execution, provisional attachment, or provisional disposition is implemented to any of Issuer’s<br>essential asset for its business operation, a petition for auction (including public auction) is filed or attachment as a result of delinquent<br>tax, or any other event that significantly harms Issuer’s credibility arises. |
| --- | --- |
| 17. | Number of Share Options attached to Bonds |
| --- | --- |
One share option is attached to each Bond, and the Issuer grants a total of 20 Share Options.
| 18. | Description of Share Options |
|---|---|
| (1) | Class and Method of Calculation of Number of Shares that are Subject to Share Options |
| --- | --- |
The class of shares that are subject to the Share Options shall be Issuer’s common shares, and the number of Issuer’s common shares that will be newly issued or disposed by the Issuer upon exercise of the Share Options (hereinafter, such issue or disposition of Issuer’s common shares are referred to as “delivery” of Issuer’s common shares.) shall be the maximum integer obtained by dividing the total paid-in amount of the Bonds pertaining to the exercised Share Options by the Conversion Price set forth in Item (3) of this paragraph; provided, however, that fractions less than one share arising from the exercise shall be rounded off and no cash adjustment shall be made.
3
| (2) | Description and Value of Property to be Contributed upon Exercise of Share Options |
|---|
Properties to be contributed upon exercise of the Share Options shall be the Bonds attached to the Share Options, and the value of such Bonds shall be the same as its paid-in amount.
| (3) | Conversion Price |
|---|
The price per share used to calculate the number of the Issuer's common shares to be delivered upon the exercise of the Share Options (hereinafter referred to as the "ConversionPrice") shall be JPY 330, which is the amount obtained by converting into Japanese Yen the weighted average of the closing prices of the Issuer's American Depositary Shares representing one share of the Issuer's common shares on the NASDAQ Stock Market during the one-month period preceding December 15, 2025 (the day before the date of the resolution of the Board of Directors concerning the issuance of the Bonds with the Share Options), based on the TTM rate (Telegraphic Transfer Middle rate) for one US Dollar to Japanese Yen quoted by Sumitomo Mitsui Banking Corporation as of December 15, 2025. Any fraction less than JPY 1 resulting from the calculation shall be rounded up to the nearest whole yen.
In the event the Issuer conducts a share split or reverse share split of its common shares, the conversion price shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made to the conversion price of Share Options that have not been exercised at the time of such adjustment, and any fraction of less than one yen resulting from such adjustment shall be rounded down.
Adjusted Conversion Price ＝ Original Conversion Price x Ratio of Split or Reverse Split
Additionally, in the event of a merger, share exchange or statutory share transfer (hereinafter, collectively, referred to as “Mergers, Etc.”), in the event of a gratis allotment of common shares of the Issuer, or in the other event where adjustment of the number of shares is necessary, the Issuer shall, to the reasonable extent, adjust the Conversion Price, taking into consideration the conditions, of the Mergers, Etc., gratis allotment of common shares of the Issuer, and the like.
| (4) | Share Options Exercisable Period |
|---|
The exercise period for the Share Options shall be from issuance date, to June 29, 2026 (or December 24, 2026, if the Maturity Date of the Bonds is extended), provided, however, that the exercise period shall terminate in the case of loss of the benefit of time (acceleration), on the date such loss of the benefit of time occurs; and furthermore, if the last day of the exercise period is not a Bank Business Day, the last day of the exercise period shall be the immediately preceding Bank Business Day. The Share Options may not be exercisable after June 30, 2026. (or December 25, 2026, if the Maturity Date of the Bonds is extended)
| (5) | Conditions to Exercise Share Options |
|---|
Partial exercise of the Share Options shall not be allowed.
4
| (6) | Matters regarding Acquisition and Conditions to Acquire the Share Options |
|---|
There are no terms and conditions for the Issuer to acquire the Share Options.
| (7) | Issue Price and Capitalization Amount of Shares to be Issued upon Exercise of Share Options |
|---|---|
| ① | Issue Price per Share in the Event Shares are Issued by Exercise of Share Options |
| --- | --- |
The issue price of one common share of the Issuer upon the exercise of the Share Options shall be the amount obtained by dividing the total amount to be paid for the Bonds subject to the exercise by the number of shares set forth in Item (1) of this paragraph.
| ② | Stated Capital and Capital Reserve to be Increased in the Event Shares are Issued by Exercise of Share<br>Options |
|---|
The amount of stated capital to be increased in the event shares are issued by exercise of the Share Options shall be one-half of the maximum amount of increase in stated capital calculated in accordance with Article 17(1) of the Company Accounting Rules, and any fraction of less than one yen resulting from such calculation shall be rounded up. In addition, the amount of capital reserve to be increased in the event shares are issued by exercise of the Share Options shall be the amount obtained by subtracting the amount of stated capital to be increased from the said maximum amount of increase in stated capital.
| (8) | Reason for not Requiring Payment of Money in Exchange for Share Options and Rationale of Conversion Price |
|---|
The Bonds and Share Options are closely related: the Share Options are attached to the CBs and may not be transferred severally from the Bonds, and the Bonds in connection with such Share Options will be contributed in the case of exercise of the Share Options. Taking into account such relationship, and considering economic value in theory inherent in the Share Options based on the assumption of the Conversion Price determined as described in Item (3) hereof, and economic value in practice to be obtained by the Issuer under the terms and conditions set forth herein and in the agreement to be entered into with the CB Holder, the interest rate, and issue price of the Bonds and other issuance conditions, the Issuer has concluded that no cash payment is required in exchange for the Share Options.
| (9) | Method of Claim for Exercise of Share Options |
|---|
The CB Holder wishing to exercise the Share Options shall indicate, in a request form of exercise stipulated by the Issuer, the CBs in connection with the Share Options to be exercised, enter the date of the request and others, affix its name and seal thereto, and submit that form to the place of receipt of exercise set forth in Item (12) hereof during the exercisable period stipulated in Item (4) hereof.
| (10) | Timing of Effectuation of Exercise of Share Options |
|---|
Exercise shall take into effect on the day when the entire documents necessary for exercise has arrived at the designated place of receipt of exercise set forth in Item (12) hereof. When the exercise of the Share Options takes into effect, the redemption of the Bonds in connection such Share Options shall be deemed as due.
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| (11) | Method of Delivery of Shares |
|---|
Upon exercise of the Share Options being effective, the Issuer shall record the CB Holder in Issuer’s register of shareholders and deliver shares to the CB Holder in accordance with related laws and regulations.
| (12) | Place of Receipt of Claim for Exercise of Share Options |
|---|
MEDIROM Healthcare Technologies Inc.
| 19. | Administrator of Repayment (Place of Redemption) |
|---|
Back Office Unit at MEDIROM Healthcare Technologies Inc.
| 20. | No Transfer |
|---|
The CBs shall not be transferred to any third party, without prior written consent by Issuer’s board of directors.
| 21. | Method of Redemption of Principal and Interest |
|---|
The repayment of principal and interest and other payments based on the Bonds shall be made by remittance to the bank account separately designated by the CB Holder. The Issuer shall be responsible for wiring fees.
| 22. | Method of Notice to CB Holder |
|---|
Except for otherwise required by laws and regulations, any notice to the CB Holder shall be made in writing.
| 23. | Exemption from Registration |
|---|
The solicitation with a view to issuing new securities (defined in the Financial Instruments and Exchange Act (Act no. 25 of 1948, as amended)) of this CB falls under Article 2(3)(ii)(c) of the Act, and thus, no registration statement set forth in Article 4(1) of the Act was filed in relation to such solicitation with a view to issuing new securities.
| 24. | Notice Requirement |
|---|
The CB holder, in the event it intends to transfer the Bonds, shall provide, in advance or at the same time of the transfer, to its transferee a written notice stating that: no registration statement set forth in Article 4(1) of the Financial Instruments and Exchange Act was filed in relation to the solicitation with a view to issuing new securities; CB Holder is prohibited from transferring the Bonds except where the transfer is made for the entire amount of the Bonds all in once by an acquirer or purchaser of the Bonds; and the Bonds may not be split in its nature.
| 25. | Others |
|---|---|
| (1) | The CB Holder shall enter into an agreement with the Issuer to deliver property contributed in-kind in<br>lieu of the cash payment for the Bonds. The matters listed in Article 162(3) of the Regulations for Enforcement of the Companies<br>Act are as set forth in the Exhibit. |
| --- | --- |
| (2) | Any other matters necessary for the issuance of CBs shall be deferred to Issuer’s CEO. |
| --- | --- |
| (3) | In the event any provisions of these Terms require replacement of terms or other measures due to amendment<br>to the Companies Act or other laws, the Issuer will take necessary measures. |
| --- | --- |
End
6
Exhibit
Agreement regarding Payment for the 4th UnsecuredConvertible-Type Corporate Bonds with Share Options of MEDIROM Healthcare Technologies Inc.
MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”) and Kufu Company Holdings Inc (hereinafter referred to as the “Subscriber”) hereby agree as follows with respect to the 4th Unsecured Convertible-Type Corporate Bonds with Share Options (hereinafter referred to as the "CBs"), the value of which is JPY 275,000,000, projected to be issued by the Issuer and purchased by the Subscriber on December 31, 2025. (hereinafter referred to as the “Agreement”)
Article 1 (Method of Payment)
Regarding the payment for the bond portion of CBs, on December 31, 2025, the Subscriber shall contribute the 1st Unsecured Convertible-Type Corporate Bonds with Share Options which were issued by the Issuer and purchased by Subscriber (formerly known as Kufu Company Inc.) on December 28, 2022, the value of which is equivalent to JPY 275,000,000 (JPY 100 to be paid per JPY 100 face value), in lieu of the cash payment.
Article 2 (Governing Law, Dispute Settlement, and Other Matter)
| 1. | This Agreement and rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws<br>of Japan. |
|---|---|
| 2. | The parties hereto agree that the Tokyo District Court shall be the exclusive jurisdictional court of first instance for litigations<br>and other legal proceedings relating to this Agreement or the rights and obligations of the parties hereunder. |
| --- | --- |
| 3. | Any matters not stipulated in this Agreement shall be determined through consultations in good faith between the Issuer and the Subscriber. |
| --- | --- |
7
Exhibit 10.1
DeemedLoan Agreement
Kufu Company Holdings Inc. ("Kufu") and MEDIROM Healthcare Technologies Inc. ("Medirom") have entered into this Deemed Loan Agreement (this "Agreement") as follows.
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.
Article 2(Interest)
Interest shall accrue on the amount set forth in Article 1 at the rate of 10% per annum (calculated on a daily basis based on a 365-day year).
Article 3(Repayment Due Date)
Medirom shall repay to Kufu, no later than December 30, 2026, the amount set forth in Article 1 together with the interest set forth in Article 2.
Article 4(Method of Repayment)
Medirom shall pay to Kufu the amount set forth in Article 1 and the interest set forth in Article 2 by remitting the funds to the bank account designated by Kufu. Any bank transfer fees shall be borne by Medirom.
Article 5(Prepayment)
If Medirom intends to repay all or any part of the borrowed amount prior to the due date, Medirom shall obtain Kufu’s prior written consent in advance.
Article 6(Application of Payments)
If any payment is insufficient to extinguish Medirom’s monetary obligations under this Agreement in full, Kufu may apply such payment in such order and manner as Kufu deems appropriate, and Medirom shall not object to such application.
Article 7(Default Interest)
If Medirom delays repayment on the due date set forth in Article 3, or if the obligations are accelerated pursuant to the following Article, Medirom shall pay Kufu default interest calculated at the rate of 14.6% per annum (calculated on a 365-day year and prorated on a daily basis) on the amount obtained by deducting amounts already paid from the amount set forth in Article 1, for the period from the day following the final repayment date or the date of such acceleration, as applicable, until the date of actual payment.
Article 8(Acceleration)
If any one of the following events occurs with respect to Medirom, without any notice or demand from Kufu, all amounts set forth in Article 1 and the entire amount of interest under Article 2 shall become immediately due and payable, and Medirom shall immediately pay such amounts.
| (1) | Medirom<br> delays the performance of, or breaches, any obligation under this Agreement. |
|---|---|
| (2) | Performance<br> of all or any part of Medirom’s obligations becomes impossible, or Medirom clearly<br> expresses its intention to refuse performance of all or any part of such obligations. |
| --- | --- |
| (3) | Medirom<br> becomes subject to any disposition by a competent governmental authority such as revocation<br> or suspension of its business license/permit. |
| --- | --- |
| (4) | Medirom<br> suspends its business operations. |
| --- | --- |
| (5) | Medirom<br> becomes subject to suspension of payments or insolvency, any bill of exchange or check drawn<br> or accepted by Medirom is dishonored, or Medirom becomes subject to a suspension of bank<br> transactions. |
| --- | --- |
| (6) | Medirom’s<br> creditworthiness materially deteriorates, or there is any material change in Medirom's business<br> that may adversely affect such creditworthiness. |
| --- | --- |
| (7) | Any<br> attachment, provisional attachment, provisional disposition, or other compulsory execution<br> (including auction proceedings for the enforcement of a security interest), any disposition<br> for delinquent taxes/public charges, or any similar proceeding is commenced by a third party<br> against Medirom. |
| --- | --- |
1
| (8) | A<br> petition is filed for the commencement of bankruptcy, civil rehabilitation, corporate reorganization,<br> or special liquidation proceedings, notice of debt adjustment is given, or any out-of-court<br> restructuring procedure is commenced. |
|---|---|
| (9) | Medirom<br> resolves a merger resulting in its dissolution, a reduction of capital, an abolition or change<br> of business, or dissolution. |
| --- | --- |
| (10) | Any<br> other material event occurs that makes it difficult to continue this Agreement. |
| --- | --- |
Article 9(Creation of Pledge)
To secure all obligations owed under this Agreement, Medirom shall create a pledge in favor of Kufu over the shares of MEDIROM MOTHER Labs Inc. owned by Medirom.
Article 10(Set-off)
Kufu may set off any claim it has against Medirom under this Agreement against any obligation it owes to Medirom, up to the amount of the corresponding claim, regardless of whether either obligation has become due and irrespective of the order in which the respective due dates occur.
Article 11(Exclusion of Anti-Social Forces)
| 1. | Kufu<br> and Medirom each represent and warrant that they do not, now or in the future, fall under<br> the category of Anti-Social Forces (meaning organized crime groups, members of organized<br> crime groups, persons who have ceased to be such members within the past five (5) years,<br> associate members, companies related to organized crime groups, corporate extortionists (sokaiya),<br> racketeers posing as social or political activists, special intelligence violent groups,<br> or any other persons equivalent thereto; hereinafter the same), and that they do not, now<br> or in the future, have any relationship with anti-social forces that falls under any of the<br> following items:<br><br> (1) Anti-Social Forces have a controlling influence over management.<br><br> (2) Anti-Social Forces are substantially involved in management.<br><br> (3) Unjustly using Anti-Social Forces for the purpose of obtaining illicit benefits<br> for oneself, one’s company, or a third party, or for the purpose of causing damage<br> to a third party.<br><br> (4) Being involved with Anti-Social Forces by providing funds or other benefits or by<br> offering conveniences or favors.<br><br> (5) Any officer or other person substantially involved in management has any other relationship<br> with Anti-Social Forces that should be socially condemned. |
|---|---|
| 2. | Kufu<br> and Medirom shall not, either directly or through any third party, engage in any of the following<br> acts:<br><br> (1) Violent demands.<br><br> (2) Unreasonable demands exceeding legal responsibility.<br><br> (3) Threatening behavior or use of violence in connection with transactions.<br><br> (4) Spreading rumors, using fraud or force to damage the other party’s reputation<br> or credit, or interfering with the other party’s business.<br><br> (5) Any other act equivalent to any of the preceding items. |
| --- | --- |
| 3. | If<br> Kufu or Medirom deems it necessary to conduct an investigation to determine whether the other<br> party falls under anti-social forces, it may request the other party to cooperate with such<br> investigation, and the other party shall submit the necessary materials. |
| --- | --- |
| 4. | If<br> the other party violates any provision of this Article, Kufu or Medirom may, without regard<br> to whether the terminating party is at fault and without any notice or other procedures,<br> terminate all contracts concluded between Kufu and Medirom. In such case, the terminating<br> party shall not be required to compensate or indemnify the other party for any damages arising<br> therefrom. If the terminating party suffers any damages, the other party shall compensate<br> the terminating party for such damages. |
| --- | --- |
Article 12(Preparation of Notarial Deed)
If requested by Kufu, Medirom shall promptly consent to compulsory execution without objection and take the necessary procedures to prepare a notarial deed containing an acknowledgment of submission to compulsory execution with respect to the obligations under this Agreement.
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Article 13(Allocation of Costs)
Stamp duties and other costs required for the preparation of this Agreement, and any other expenses relating to this Agreement, shall be borne by each party.
Article 14(Prohibition of Assignment)
| 1. | Kufu<br> and Medirom may not, without the other party’s prior written consent, transfer its<br> status under this Agreement, or assign, cause a third party to succeed to, or otherwise dispose<br> of (including by creating any security interest over) all or any part of its rights and/or<br> obligations under this Agreement. |
|---|---|
| 2. | If<br> all or any part of a party’s status under this Agreement, or all or any part of its<br> rights and/or obligations under this Agreement, is assigned, succeeded to, or otherwise transferred<br> to a third party, all provisions of this Agreement shall apply to such assignee, successor,<br> or other transferee. |
| --- | --- |
Article 15(Governing Law)
This Agreement shall be governed by and construed in accordance with the laws of Japan.
Article 16(Jurisdiction)
The Tokyo District Court shall have exclusive agreed jurisdiction as the court of first instance over any dispute arising out of or in connection with this Agreement.
Article 17(Good-Faith Consultation)
With respect to matters not provided for herein, and any matters giving rise to questions concerning the interpretation of any provision hereof, the parties shall consult in good faith and resolve such matters in accordance with the principle of good faith.
IN WITNESS WHEREOF, the parties have executed this Agreement in two (2) originals. If executed in originals, each party shall retain one (1) original. This Agreement may also be executed electronically.
January 30, 2026
(Kufu)
1-4-28 Mita, Minato-ku, Tokyo Japan
Kufu Company Holdings Inc.
Yoshiteru Akita, CEO
(Medirom)
2-3-1 Daiba, Minato-ku, Tokyo Japan
MEDIROM Healthcare Technologies Inc.
Kouji Eguchi, CEO
3
Exhibit 10.2
Memorandum of Understanding
Kufu Company Holdings Inc. ("Kufu") and MEDIROM Healthcare Technologies Inc. ("Medirom") have hereby agreed as follows with respect to the Deemed Loan Agreement (the "Original Agreement") entered into between Kufu and Medirom dated January 30, 2026 (this "Memorandum").
Article1 (Repayment Due Date)
| 1. | Notwithstanding Article 3 of the Original Agreement, Medirom shall repay the principal and interest due<br>under the Original Agreement by March 31, 2026. |
|---|---|
| 2. | If Medirom repays by March 31, 2026, Kufu shall be deemed to have consented, by execution of this Memorandum,<br>to early repayment under Article 5 of the Original Agreement. |
| --- | --- |
| 3. | If Medirom repays by March 31, 2026, interest under Article 2 of the Original Agreement shall accrue through<br>March 31, 2026, and no interest shall accrue on or after such date. |
| --- | --- |
Article2 (Effect of the Original Agreement)
| 1. | The provisions of the Original Agreement shall not be affected in any way by the execution of this Memorandum<br>and shall remain in full force and effect as before, and terms used in this Memorandum shall have the meanings given to them in the Original<br>Agreement. |
|---|---|
| 2. | Notwithstanding the preceding paragraph, in the event of any conflict between this Memorandum and the<br>Original Agreement, the provisions of this Memorandum shall prevail. |
| --- | --- |
IN WITNESS WHEREOF, the parties have executed this Memorandum in two (2) originals. If executed in originals, each party shall retain one (1) original. This Memorandum may also be executed electronically.
January 30, 2026
| (Kufu) |
|---|
1-4-28 Mita, Minato-ku, Tokyo Japan
Kufu Company Holdings Inc.
Yoshiteru Akita, CEO
| (Medirom) |
|---|
2-3-1 Daiba, Minato-ku, Tokyo Japan
MEDIROM Healthcare Technologies Inc.
Kouji Eguchi, CEO
Exhibit 10.3
Share Pledge Agreement
Kufu Company Holdings Inc. (the "Pledgee") and MEDIROM Healthcare Technologies Inc. (the "Pledgor") have entered into this Share Pledge Agreement (this "Agreement") as of January 30, 2026 (the "Execution Date"), as follows.
Article 1 (Definitions)
Terms used in this Agreement shall have the meanings set forth in the following items:
(1) “Debtor”:
Name: MEDIROM Healthcare Technologies Inc.
Address: 2-3-1 Daiba, Minato-ku, Tokyo, Japan
(2) “Issuer”:
Name: MEDIROM MOTHER Labs Inc.
Address: 2-3-1 Daiba, Minato-ku, Tokyo, Japan
(3) “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.
(4) “Secured Obligations”:
Obligations relating to the Secured Claims.
(5) “Underlying Agreement”:
The agreement that constitutes the cause of the accrual of the Secured Claims.
(6) “Pledged Shares”:
The following class and number of shares of the Issuer held by the Pledgor:
· Common shares: 48,219 shares
(7) “Pledge”:
The pledge created by the Pledgor for the benefit of the Pledgee under this Agreement to secure the Secured Claims.
Article 2 (Creation of the Pledge)
| 1. | In order to secure the Secured Obligations, the Pledgor hereby creates in favor of the Pledgee a first-ranking pledge over the Pledged<br>Shares. |
|---|---|
| 2. | Simultaneously with the creation of the Pledge, the Pledgor shall request the Issuer to record or register the creation of the Pledge<br>in the shareholders’ registry, and shall deliver to the Pledgee a copy of the shareholders’ registry reflecting such recordation<br>or registration. |
| --- | --- |
Article 3 (Obligations of the Pledgor)
| 1. | With respect to a transfer of shares subject to the condition precedent that the Pledge is enforced, the Pledgor shall obtain approval<br>from the Issuer’s board of directors and, simultaneously with the execution of this Agreement, deliver to the Pledgee a copy of<br>the minutes of the board meeting evidencing such approval. |
|---|---|
| 2. | If any licenses, permits, approvals, or other authorizations are required for the performance of this Agreement, the Pledgor shall<br>provide all necessary cooperation to validly obtain and maintain such authorizations. |
| --- | --- |
| 3. | On or before the Execution Date, the Pledgor shall submit to the Pledgee the Issuer’s financial statements, shareholders’<br>registry, business plan, and the most recent share valuation report, as requested by the Pledgee. |
| --- | --- |
| 4. | The Pledgor shall submit to the Pledgee the Issuer’s monthly trial balance (including a balance sheet and income statement)<br>by the last day of the month following the relevant month-end closing. |
| --- | --- |
| 5. | If the Pledgee and the Debtor enter into a memorandum to amend the repayment due date under the Deemed Loan Agreement dated January 30,<br>2026, the parties shall confirm that the Pledge may be enforced based on the repayment due date as amended. |
| --- | --- |
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Article 4 (Enforcement of the Pledge)
| 1. | If the Debtor’s obligations in respect of all or any part of the Secured Obligations are accelerated (including a case where<br>the principal repayment date arrives without full repayment of the principal), the Pledgee may, without prior notice or demand, dispose<br>of the Shares without following statutory procedures, by such method, at such time, and at such price and on such other terms as the Pledgee<br>generally deems reasonable, or may appraise the Shares and acquire them definitively. The Pledgee may apply, in its sole discretion and<br>regardless of any statutory order of appropriation, the remaining amount after deducting expenses and costs incurred in connection with<br>the enforcement procedure from the proceeds of such disposition or such appraised value, to the outstanding balance of the Secured Claims.<br>In such case, the Pledgor shall raise no objection to (i) the method, timing, price and other terms of such appraisal, and (ii) the<br>order of appropriation of payments designated by the Pledgee. |
|---|---|
| 2. | If, as a result of the disposition or valuation under the preceding paragraph, any surplus arises, the Pledgee shall pay such surplus<br>to the Pledgor. |
| --- | --- |
| 3. | The provisions of the preceding two paragraphs shall apply mutatis mutandis in the event that a sub-pledge is created over the Pledged<br>Shares pursuant to the preceding Article. |
| --- | --- |
Article 5 (Representations and Warranties)
The Pledgor represents and warrants to the Pledgee that the Pledgor holds full and unencumbered title to the Pledged Shares, free and clear of any security interest, lien, or other encumbrance.
Article 6 (Preservation of CollateralValue)
| 1. | The Pledgor shall not, without the Pledgee’s prior written consent, transfer, pledge, provide as collateral, or otherwise dispose<br>of the Pledged Shares to or in favor of any third party. |
|---|---|
| 2. | The Pledgor shall not, without the Pledgee’s prior written consent, exercise voting rights at any shareholders’ meeting<br>of the Issuer to take any action that may reduce the value of the Pledged Shares, including (without limitation) a reduction of capital,<br>a merger with any third party, or the incorporation or holding of any subsidiary. |
| --- | --- |
| 3. | If the Secured Claims are assigned, the Pledgor hereby agrees in advance that the Pledge shall be transferred in connection with such<br>assignment, and shall provide all cooperation necessary for such transfer of the Pledge. |
| --- | --- |
| 4. | Upon the Pledgee’s request, the Pledgor shall deliver to the Pledgee any documents necessary to preserve and exercise the Pledgee’s<br>rights and interests under this Agreement, and shall take any actions necessary for such preservation and exercise. |
| --- | --- |
Article 7 (Shareholder Rights, etc.)
| 1. | If a shareholders’ meeting of the Issuer is to be held (including when a resolution of, or report to, a shareholders’<br>meeting is deemed to have been made pursuant to Article 319 or 320 of the Companies Act), the Pledgor shall report to the Pledgee<br>in advance thereof, including the agenda items and proposals. |
|---|---|
| 2. | If dividends, liquidation distributions, or other proceeds or substitute property derived from the Pledged Shares are delivered to<br>the Pledgee, the Pledgee may receive them pursuant to the Pledge and apply them toward repayment of the Secured Obligations. |
| --- | --- |
Article 8 (No Assumption of Obligations)
The Pledgee does not assume any obligations relating to the Pledged Shares by virtue of the creation of the Pledge, and the Pledgor shall duly perform, at its own responsibility and expense, any and all obligations relating to such Pledged Shares.
Article 9 (Relationship with Other SecurityInterests)
| 1. | The Pledge is created in addition to any other security or guarantee that the Pledgee holds in respect of the Secured Claims. The<br>Pledge and such other security or guarantee shall not affect each other, and each shall secure the Secured Claims in full. The validity<br>and effect of any such other security or guarantee shall not be affected in any way by the creation of the Pledge under this Agreement. |
|---|
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| 2. | The Pledgor shall not claim any discharge or release in respect of the Pledge even if the Pledgee, for its own convenience, amends,<br>releases, or otherwise modifies any other security or guarantee. |
|---|---|
| 3. | With respect to any rights acquired by the Pledgor through subrogation, the Pledgor shall not exercise such rights without the Pledgee’s<br>consent until the Secured Claims have been fully satisfied. |
| --- | --- |
Article 10 (Substitute Collateral)
If, after the execution of this Agreement, all or any part of the Pledged Shares are acquired by the Issuer, the Pledgor shall provide the Pledgee with appropriate substitute collateral.
Article 11 (Breach)
The Pledgor and the Debtor agree that, if the Pledgor breaches any provision of this Agreement, then, upon the Pledgee’s request, the Debtor’s obligations in respect of the Obligations shall be accelerated and shall become immediately due and payable, and the Pledgor and the Debtor hereby acknowledge and accept this without objection.
Article 12 (Exclusion of Anti-Social Forces)
| 1. | The Pledgee and the Pledgor each represent and warrant to the other party that neither itself nor any of its officers or any person who substantially holds management control falls under any of the following:<br><br> <br><br><br> <br>(1) being an anti-social force (meaning an organized crime group, a member of an organized crime group, a person who has ceased to be a member of an organized crime group within the past five (5) years, an associate member, a company or organization related to organized crime groups, a corporate extortionist (sokaiya), a racketeer posing as a social or political activist, a special intelligence violent group, or any other person equivalent thereto);<br><br> <br><br><br> <br>(2) having a relationship in which anti-social forces are recognized as controlling management;<br><br> <br><br><br> <br>(3) having a relationship in which anti-social forces are recognized as being substantially involved in management;<br><br> <br><br><br> <br>(4) having a relationship in which it is recognized as unjustly using anti-social forces, including for the purpose of obtaining illicit benefits for itself, its company, or a third party, or for the purpose of causing damage to a third party;<br><br> <br><br><br> <br>(5) having a relationship in which it is recognized as being involved with anti-social forces, including by providing funds or other benefits or by offering conveniences or favors; or<br><br> <br><br><br> <br>(6) having a relationship with anti-social forces that should be socially condemned. |
|---|---|
| 2. | The Pledgee and the Pledgor covenant that they will not, either directly or through any third party, engage in any of the following acts:<br><br> <br><br><br> <br>(1) violent demands;<br><br> <br><br><br> <br>(2) unreasonable demands exceeding legal responsibility;<br><br> <br><br><br> <br>(3) threatening behavior or use of violence in connection with transactions;<br><br> <br><br><br> <br>(4) spreading rumors, using fraud or force to damage the other party’s reputation or credit, or interfering with the other party’s business; or<br><br> <br><br><br> <br>(5) any other act equivalent to any of the preceding items. |
| --- | --- |
| 3. | If it is found that the other party has violated either of the preceding two paragraphs, the Pledgee or the Pledgor may, regardless<br>of whether it is attributable to the terminating party, immediately terminate this Agreement without any notice or demand to the other<br>party. |
| --- | --- |
| 4. | If this Agreement is terminated pursuant to the preceding paragraph, the breaching party shall compensate the other party for any<br>damages incurred by such termination. In such case, the breaching party shall not make any claim against the terminating party for any<br>damages incurred by the breaching party as a result of such termination. |
| --- | --- |
Article 13 (Allocation of Costs)
All costs and expenses relating to the execution of this Agreement, the exercise by the Pledgee of its rights under this Agreement (including, without limitation, the valuation of the Pledged Shares and the perfection of the requirements for perfection/opposability), and the performance of the Pledgor’s obligations shall be borne by each party, respectively.
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Article 14 (Governing Law; Jurisdiction)
This 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 out of or in connection with this Agreement.
Article 15 (Consultation)
If any matter is not provided for herein, or if any doubt arises between the parties regarding the interpretation of this Agreement, the Pledgee and the Pledgor shall consult with each other and determine how to address such matter.
IN WITNESS WHEREOF, the parties have executed this Agreement in two (2) originals. If executed in originals, each party shall retain one (1) original. This Agreement may also be executed electronically.
January 30, 2026
Pledgee
1-4-28 Mita, Minato-ku, Tokyo Japan
Kufu Company Holdings Inc.
Yoshiteru Akita, CEO
Pledgor
2-3-1 Daiba, Minato-ku, Tokyo Japan
MEDIROM Healthcare Technologies Inc.
Kouji Eguchi, CEO
4