SBC Medical Group Holdings Inc 8-K, filed Dec 15, 2025
SBC Medical Group Holdings Inc (SBC)
About this 8-K
SBC Medical Group Holdings Inc filed this 8-K on December 15, 2025, reporting on events of December 13, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On December 13, 2025, SBC Medical Group Holdings Incorporated (the "Company") issued a press release announcing that the final results of the tender offer (the "Tender Offer") conducted by SBC Medical Group Co., Ltd. ("SBCMG") for shares of the common stock of Waqoo, Inc. (“Waqoo”), a Japanese corporation listed on the Tokyo Stock Exchange Growth Market.
Below is a summary of the Tender Offer and the results:
As the total number of tendered shares exceeded the maximum planned purchase volume of 575,000 shares, the Tender Offeror will purchase shares on a pro rata basis in accordance with Japanese tender offer regulations, and shares tendered in excess of such allocation will not be purchased.
Through the Tender Offer, SBCMG will hold 9,286 voting rights, representing an ownership ratio of 24.93% (calculated pursuant to Japanese law) with settlement scheduled to commence on December 19, 2025. In addition, a special related party, the largest shareholder of Waqoo, is expected to transfer all of its remaining shares to SBCMG through an off-market transaction outside of the Tender Offer, also effective as of December 19, 2025. As a result of these transactions, SBCMG’s ownership ratio of the voting rights of Waqoo is expected to exceed 50% as of the settlement date.
(Note: Ownership ratios are calculated based on outstanding shares including potential shares as of the reference date, and rounded to the nearest 0.01%.)
The Company does not expect any change to the plans, policies or intentions described in the tender offer statement filed in Japan on November 14, 2025. The Company will continue to evaluate its investment in Waqoo and take any actions it considers appropriate in accordance with applicable laws.
The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, the Tender Offer, the Company’s product launch plans and strategies; growth in revenue and earnings; and business prospects. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” “targets” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation 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, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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SBC Medical Group Holdings Incorporated |
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Date: |
December 15, 2025 |
By: |
/s/ Yuya Yoshida |
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Name: Yuya Yoshida |
SBC Medical Group Holdings: Announcement of Final Results of Tender Offer for Waqoo, Inc. Shares
Strategic acquisition strengthens SBC's comprehensive service offerings and R&D capabilities
TOKYO, Japan – December 13, 2025 – SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a global provider of comprehensive consulting and management services for medical organizations, today announced the final results of its tender offer for common shares of Waqoo, Inc. (TOKYO:4937) (the "Tender Offer"), a medical research and development company specializing in regenerative medicine technologies, listed on the Tokyo Stock Exchange Growth Market.
The tender offer, which commenced on November 14, 2025 and concluded on December 12, 2025, was conducted at JPY 1,900 per share. Through the Tender Offer, SBC Medical will acquire 575,052 common shares of Waqoo, Inc., with settlement scheduled to commence on December 19, 2025. In addition, Yoshiyuki Aikawa, the largest shareholder of Waqoo, Inc., is expected to transfer all of his remaining shares to SBC Medical through an off-market transaction outside of the Tender Offer, also effective as of December 19, 2025. As a result of these transactions, SBC Medical’s ownership ratio of the voting rights of Waqoo, Inc. is expected to exceed 50% as of the settlement date, and SBC Medical will newly become the parent company and the largest shareholder of Waqoo, Inc. The acquisition aligns with SBC Medical’s strategic expansion and will enhance the Company’s ability to deliver comprehensive solutions to its medical practice clients.
Transaction Highlights
1. Overview of the Tender Offer
(1) Name and Address of the Tender Offeror
SBC Medical Group Co., Ltd.
908 Kamikurata-cho, Totsuka-ku, Yokohama, Kanagawa, Japan
(2) Name of the Target Company
Waqoo, Inc.
(3) Type of Securities to Be Purchased
Common shares
(4) Number of Shares Planned to Be Purchased
Planned Purchase Volume |
Minimum |
Maximum |
575,000 shares |
— |
575,000 shares |
If the total number of tendered shares does not exceed the maximum planned purchase volume of 575,000 shares, all tendered shares will be purchased. If the total number exceeds the maximum, shares will be purchased on a pro rata basis, and the remainder will not be purchased.
(5) Tender Offer Period
From November 14, 2025 to December 12, 2025 (20 business days)
No extension of the tender offer period by the Target occurred.
(6) Tender Offer Price
JPY 1,900 per common share
2. Results of the Tender Offer
(1) Tender Offer Completion
As the total number of tendered shares exceeded the maximum planned purchase volume of 575,000 shares, the Tender Offeror will purchase shares on a pro rata basis in accordance with applicable regulations, and shares tendered in excess of such allocation will not be purchased.
(2) Date and Method of Public Announcement
The results of the Tender Offer were publicly announced on December 13, 2025 through the Tokyo Stock Exchange’s disclosure system.
(3) Number of Shares Tendered and Purchased
Type of Securities |
Tendered (share-equivalent) |
Purchased (share-equivalent) |
Shares |
637,817 shares |
575,052 shares |
Share Options |
— |
— |
Bonds with Share Acquisition Rights |
— |
— |
Beneficiary Certificates of Share Trusts |
— |
— |
Depositary Receipts |
— |
— |
Total |
637,817 shares |
575,052 shares |
(4) Shareholding Ratio Before and After the Tender Offer
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Voting Rights |
Ownership Ratio |
Tender Offeror (before) |
3,536 |
9.49% |
Special Related Parties (before) |
9,898 |
26.58% |
Tender Offeror (after) |
9,286 |
24.93% |
Special Related Parties (after) |
9,898 |
26.58% |
Total Voting Rights of Target |
35,977 |
— |
(Note: Ownership ratios are calculated based on outstanding shares including potential shares as of the reference date, and rounded to the nearest 0.01%.)
(5) Pro Rata Allocation Method
As the total number of tendered shares exceeded 575,000 shares, shares will be purchased on a pro rata basis. Fractional adjustments were made as required to ensure that the final number of shares purchased does not exceed the maximum purchase volume. In cases where adjustments alone were insufficient, a lottery was conducted among shareholders with equal fractional rounding differences.
(6) Settlement Method
Tender Offer Agent:
SBI Securities Co., Ltd.
1-6-1 Roppongi, Minato-ku, Tokyo
Notification of purchase results will be mailed promptly after the end of the tender offer period. Settlement will be made in cash and remitted to the bank account designated by each tendering shareholder beginning on December 19, 2025.
3. Policies After Completion of the Tender Offer and Outlook
There are no changes to the policies and statements previously disclosed in the tender offer registration statement filed on November 14, 2025.
4. Location of Copies of the Tender Offer Report for Public Inspection
SBC Medical Group Co., Ltd.
908 Kamikurata-cho, Totsuka-ku, Yokohama, Kanagawa, Japan
Tokyo Stock Exchange, Inc.
2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo, Japan
About SBC Medical Group Holdings Incorporated
SBC Medical Group Holdings Incorporated is a comprehensive medical group operating a wide range of franchise businesses across diverse medical fields, including advanced aesthetic medicine, dermatology, orthopedics, fertility treatment, dentistry, AGA (hair restoration), and ophthalmology. The Company manages a diverse portfolio of clinic brands and is actively expanding its global presence, particularly in the United States and Asia, through both direct operations and medical tourism initiatives. In September 2024, the Company was listed on Nasdaq, and in June 2025, it was selected for inclusion in the Russell 3000® Index, a broad benchmark of the U.S. equity market. Guided by its Group Purpose “Contributing to the well-being of people around the world through medical innovation,” SBC Medical Group Holdings Incorporated continues to provide safe, trusted, and high-quality medical services while further strengthening its international reputation for quality and trust in medical care.
For more information, visit https://sbc-holdings.com/
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, the Tender Offer, the Company’s product launch plans and strategies; growth in revenue and earnings; and business prospects. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” “targets” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation 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, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.
Contacts
SBC Medical Group Holdings Incorporated (Asia)
Hikaru Fukui / Head of Investor Relations E-mail: ir@sbc-holdings.com
ICR LLC (In the US)
Bill Zima / Managing Partner Email: bill.zima@icrinc.com