What changed in SBC Medical Group Holdings Inc's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of SBC Medical Group Holdings Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+950 added−422 removedSource: 10-K (2026-03-27) vs 10-K (2025-03-28)
Top changes in SBC Medical Group Holdings Inc's 2025 10-K
950 paragraphs added · 422 removed · 319 edited across 3 sections
- Item 1. Business+829 / −320 · 255 edited
- Item 7. Management's Discussion & Analysis+112 / −98 · 60 edited
- Item 5. Market for Registrant's Common Equity+9 / −4 · 4 edited
Item 1. Business
Business — how the company describes what it does
255 edited+574 added−65 removed184 unchanged
Item 1. Business
Business — how the company describes what it does
255 edited+574 added−65 removed184 unchanged
2024 filing
2025 filing
Biggest changeJapan JP2022-143200 6722691 ＳＢＣ Ｍｅｄｉｃａｌ Ｇｒｏｕｐ Ｈｏｌｄｉｎｇｓ SBC Medical Group Holdings Japan JP2022-143201 6793624 ＳＢＣ ＡＲＴＭＡＫＥ ＳＣＨＯＯＬ SBC ARTMAKE SCHOOL Japan JP2022-147132 6861583 ノンシェーブン non-shaven Japan JP2022-147133 6861584 スマートFUE Smart FUE Japan JP2022-147134 6861585 シークレットシェイブン secret shaven Japan JP2022-147135 6861586 ダブルマトリックス double matrix Japan JP2022-147136 6861587 スマートメソ smart method Japan JP2022-147137 6861588 クイックメソ Quick Meso Japan JP2022-147138 6861589 ジェットメソ jet meso Japan JP2022-147139 6757836 女優注射 Actress Injection Japan JP2022-147140 6829876 クイックコスメティーク Quick Cosmetics Japan JP2022-147141 6702893 ナノメソッドHQ Nano Method HQ Japan JP2022-147142 6711819 SBC MEDISPA ホワイトサプリメント SBC MEDISPA White Supplement Japan JP2022-147143 6702894 ACNEED ACNEED Japan JP2022-147144 6829877 SBC Ｔｅｅｎ二重 SBC Teen Double Japan JP2022-147145 6829878 SBC Ｔｅｅｎ脱毛 SBC Teen Hair Removal Japan JP2022-147146 6711820 SBCハイブリッドセラミック SBC Hybrid Ceramic Japan JP2022-147147 6711821 SBCマウスピース SBC Mouthpiece Japan JP2022-150047 6751859 リバース小顔 Reverse face 45 Japan JP2022-150048 6751860 リバース二重 Reverse double Japan JP2022-150052 6751861 1DAYモデル小顔 1DAY Model Small Face Japan JP2022-150053 6751862 1DAYフル梨泰院 1DAY Full Itaewon Japan JP2022-150054 6751863 1DAYモデル体型 1DAY Model Body Shape Japan JP2022-150056 6751864 1DAYリッチフェイス 1DAY Rich Face Japan JP2022-150060 6774385 Fat Padリフト Fat Pad Lift Japan JP2022-150061 6774386 週末リフト Weekend Lift Japan JP2022-150062 Application Pending 週末2daysスリム Weekend 2days Slim Japan JP2022-150063 Application Pending バービーボディ Barbie Body Japan JP2022-150064 Application Pending 1DAYクマ取り 1DAY dark circles removal Japan JP2022-150065 6774387 エイジングリフト Aging Lift Japan JP2023-038087 6744631 SBC AI SBC AI Japan JP2023-038088 6782966 目袋3脂肪 Eye bag 3 fat Japan JP2023-038089 6782967 ぽろぽろ脱毛 Poroporo Hair Removal Japan JP2023-038090 6782968 リバスト注射 Livestock Injection Japan JP2023-038091 Application Pending 増活 hair growth Japan JP2023-038092 6782969 余髪 extra hair Japan JP2023-038093 Application Pending 玉の肌ダーマペン Jade Skin Dermapen Japan JP2023-038094 Application Pending ワンコイン脱毛 One Coin Hair Removal Japan JP2023-040937 6737348 ＨＡＩＲＳＰＡ HAIRSPA Japan JP2023-073150 6777865 SBC DreamMeeting SBC DreamMeeting Japan JP2023-073151 6777866 DreamMeeting DreamMeeting Japan JP2023-076804 6826221 ＳＢＣ４方向リフト SBC 4-way lift Japan JP2023-080584 6826223 湘南美容 Shonan Aesthetic Japan JP2023-080585 6826224 ＳＢＣ Ｍｅｄｉｃａｌ Ｇｒｏｕｐ Ｈｏｌｄｉｎｇｓ SBC Medical Group Holdings Japan JP2023-080586 Application Pending 湘南美容外科クリニック Shonan Beauty Surgery Clinic Japan JP2023-080587 6826225 ＳＢＣ SBC Japan JP2023-080588 Application Pending 湘南美容外科 Shonan Beauty Surgery Japan JP2023-080589 6826226 ＳＢＣＬＡＢＯ SBCLABO Japan JP2023-080590 6826227 ＳＢＣ ＭＥＤＩＳＰＡ SBC MEDISPA Japan JP2023-080591 Application Pending 湘南美容クリニック Shonan Beauty Clinic Japan JP2023-080592 Application Pending Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｉｎｉｃ Shonan Beauty Clinic Japan JP2023-080593 6826228 ＱＣＷ QCW Japan JP2023-080594 6826229 Ｑｕｉｃｋ ｃｏｓｍｅｔｉｃ ｄｏｕｂｌｅ Quick cosmetic double Japan JP2023-080595 6826230 Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｕｂ Shonan Beauty Club Japan JP2023-099091 Application Pending 脂肪吸引注射 Liposuction Injection Japan JP2023-123325 6858214 ＳＢＣ ＡＲＴ SBC ART 46 Japan JP2023-140581 Application Pending 下垂脂肪 Ptosis Fat Japan JP2023-140582 Application Pending 自然癒着法 Spontaneous Adhesion Japan JP2023-140583 Application Pending 自然癒着二重術 Natural Adhesion Bifid Surgery Japan JP2023-143680 6858240 ＳＢＣ ＴＩＭＥＬＥＳＳ Ｃ SBC TIMELESS C Japan JP2024-010669 Application Pending リッツ美容外科 Ritz Cosmetic Surgery Japan JP2024-033024 Application Pending 脂肪細胞ズ(logo) Fat Cells(logo) Japan JP2024-033025 Application Pending 脂肪細胞ズ(logo) Fat Cells (logo) Japan JP2024-033026 Application Pending 脂肪細胞ズ(logo) Fat Cells(logo) Japan JP2024-033027 Application Pending 脂肪細胞ズ Fat Cells Japan JP2024-040264 Application Pending 脂肪抽出注射 Fat Extraction Injection Japan JP2024-040265 Application Pending 脂肪抽出法 Fat extraction Japan JP2024-056347 Application Pending 毛根再生注射 Hair root regeneration injection Japan JP2024-057812 Application Pending 湘南美容 Shonan Aesthetic Japan JP2024-068007 Application Pending 週末豊胸 Weekend Breast Augmentation Japan JP2024-068008 Application Pending ママ豊胸 Mom Breast Augmentation Japan JP2024-069739 Application Pending カスタマイズリフト Customized Lift Japan JP2024-069740 Application Pending カスタマイズヒアル Customized Hyal Japan JP2024-077906 6847737 韓流肌(logo) Hallyu Skin(LOGO) Japan JP2024-077907 6847738 韓流肌 Hallyu Skin Japan JP2024-092611 Application Pending 悪玉M字ホルモン Bad M Hormone Japan JP2024-092612 Application Pending 身長予想シミュレーション Height Projection Simulation Japan JP2024-100228 Application Pending ナチュラル脂肪注射 Natural Fat Injection International registration 1753629 Application Pending ＱＣＷ QCW International registration 1753670 Application Pending Ｑｕｉｃｋ ｃｏｓｍｅｔｉｃ ｄｏｕｂｌｅ Quick cosmetic double International registration 1753673 Application Pending ＳＢＣ SBC International registration 1753672 Application Pending ＳＢＣ Ｍｅｄｉｃａｌ Ｇｒｏｕｐ Ｈｏｌｄｉｎｇｓ SBC Medical Group Holdings International registration 1753626 Application Pending ＳＢＣ ＭＥＤＩＳＰＡ SBC MEDISPA International registration 1753625 Application Pending ＳＢＣＬＡＢＯ SBCLABO International registration 1753627 Application Pending Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｉｎｉｃ Shonan Beauty Clinic International registration 1753628 Application Pending Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｕｂ Shonan Beauty Club International registration 1754407 Application Pending 湘南美容 Shonan Aesthetic 47 International registration 1754273 Application Pending 湘南美容クリニック Shonan Beauty Clinic International registration 1754272 Application Pending 湘南美容外科 Shonan Beauty Surgery International registration 1754271 Application Pending 湘南美容外科クリニック Shonan Beauty Surgery Clinic International registration 1754406 Application Pending ＳＢＣ (logo) SBC (logo) Singapore 2017/3591939103Q 40201708950W N/A The Chelsea Clinic Singapore 2017/292151539X 40201618496V N/A Gangnam Laser Clinic Singapore TM/19/05/2849 40201910975V N/A SkinGO!
Biggest changeJapan JP2022-143200 6722691 ＳＢＣ Ｍｅｄｉｃａｌ Ｇｒｏｕｐ Ｈｏｌｄｉｎｇｓ SBC Medical Group Holdings Japan JP2022-143187 6708520 輪郭スッキリQ＋ Contouring Q+ Japan JP2022-147132 6861583 ノンシェーブン non-shaven Japan JP2022-147133 6861584 スマートFUE Smart FUE Japan JP2022-147134 6861585 シークレットシェイブン secret shaven Japan JP2022-147135 6861586 ダブルマトリックス double matrix Japan JP2022-147136 6861587 スマートメソ smart method Japan JP2022-147137 6861588 クイックメソ Quick Meso Japan JP2022-147138 6861589 ジェットメソ jet meso Japan JP2022-147140 6829876 クイックコスメティーク Quick Cosmetics Japan JP2022-147144 6829877 SBC Ｔｅｅｎ 二重 SBC Teen Double 36 Table of Contents Japan JP2022-147145 6829878 SBC Ｔｅｅｎ 脱毛 SBC Teen Hair Removal Japan JP2022-147142 6711819 SBC MEDISPA ホワイトサプリメント SBC MEDISPA White Supplement Japan JP2022-135452 6702894 ACNEED ACNEED Japan JP2022-147146 6711820 SBCハイブリッドセラミック SBC Hybrid Ceramic Japan JP2022-147147 6711821 SBCマウスピース SBC Mouthpiece Japan JP2022-147139 6757836 女優注射 Actress Injection Japan JP2022-147141 6702893 ナノメソッドHQ Nano Method HQ Japan JP2022-150060 6774385 Fat Padリフト Fat Pad Lift Japan JP2022-150061 6774386 週末リフト Weekend Lift Japan JP2022-150065 6774387 エイジングリフト Aging Lift Japan JP2022-150047 6751859 リバース小顔 Reverse face Japan JP2022-150056 6751864 1DAYリッチフェイス 1DAY Rich Face Japan JP2022-150048 6751860 リバース二重 Reverse double Japan JP2022-150052 6751861 1DAYモデル小顔 1DAY Model Small Face Japan JP2022-150053 6751862 1DAYフル梨泰院 1DAY Full Itaewon Japan JP2022-150054 6751863 1DAYモデル体型 1DAY Model Body Shape Japan JP2023-038088 6782966 目袋3脂肪 Eye bag 3 fat Japan JP2023-038089 6782967 ぽろぽろ脱毛 Poroporo Hair Removal Japan JP2023-038090 6782968 リバスト注射 Livestock Injection Japan JP2023-038092 6782969 余髪 extra hair Japan JP2023-038087 6744631 SBC AI SBC AI Japan JP2023-040937 6737348 ＨＡＩＲＳＰＡ HAIRSPA Japan JP2023-073150 6777865 SBC DreamMeeting SBC DreamMeeting Japan JP2023-073151 6777866 DreamMeeting DreamMeeting Japan JP2023-076804 6826221 ＳＢＣ４ 方向リフト SBC 4-way lift Japan JP2007-068373 6826225 ＳＢＣ SBC Japan JP2023-080594 6826229 Ｑｕｉｃｋ ｃｏｓｍｅｔｉｃ ｄｏｕｂｌｅ Quick cosmetic double Japan JP2023-080595 6826230 Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｕｂ Shonan Beauty Club Japan JP2023-080584 6826223 湘南美容 Shonan Aesthetic Japan JP2023-080584 6889988 湘南美容 Shonan Aesthetic Japan JP2022-143200 6826224 ＳＢＣ Ｍｅｄｉｃａｌ Ｇｒｏｕｐ Ｈｏｌｄｉｎｇｓ SBC Medical Group Holdings Japan JP2005-118409 6889983 湘南美容外科クリニック Shonan Beauty Surgery Clinic Japan JP2022-143151 6889984 湘南美容外科 Shonan Beauty Surgery Japan JP2022-143156 6826226 ＳＢＣＬＡＢＯ SBCLABO Japan JP2018-109281 6826227 ＳＢＣ ＭＥＤＩＳＰＡ SBC MEDISPA Japan JP2020-007719 6889985 湘南美容クリニック Shonan Beauty Clinic Japan JP2022-143153 6889986 Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｉｎｉｃ Shonan Beauty Clinic Japan JP2023-080593 6826228 ＱＣＷ QCW Japan JP2023-123325 6858214 ＳＢＣ ＡＲＴ SBC ART Japan JP2023-143680 6858240 ＳＢＣ ＴＩＭＥＬＥＳＳ Ｃ SBC TIMELESS C Japan JP2024-010669 6907834 リッツ美容外科 Ritz Cosmetic Surgery Japan JP2024-033024 6902614 脂肪細胞ズ(logo) Fat Cells(logo) Japan JP2024-033025 6902615 脂肪細胞ズ(logo) Fat Cells(logo) Japan JP2024-033026 6902616 脂肪細胞ズ(logo) Fat Cells(logo) Japan JP2024-033027 6902617 脂肪細胞ズ Fat Cells Japan JP2024-068007 6907835 週末豊胸 Weekend Breast Augmentation Japan JP2024-068008 6990454 ママ豊胸 Mom Breast Augmentation Japan JP2024-064654 6891119 ＬＩＦＴＹ LIFTY 37 Table of Contents Japan JP2024-077907 6847738 韓流肌 Hallyu Skin Japan JP2024-077906 6847737 韓流肌(logo) Hallyu Skin(LOGO) Japan JP2024-092611 6923687 悪玉M字ホルモン Bad M Hormone Japan JP2024-100228 - ナチュラル脂肪注射 Natural Fat Injection Japan JP2024-111773 6921116 白玉タチオン Shiratama Tathion Japan JP2025-017863 - 情熱経営 Jonetsu (Passion)-Driven Management Japan JP2025-017864 - 情熱美容 Jonetsu (Passion) Beauty Japan JP2025-017865 - 情熱美容医療 Jonetsu (Passion) Aesthetic Medicine Japan JP2025-017866 - 情熱美容液 Jonetsu (Passion) Serum Japan JP2025-026648 6968498 白玉習慣 Shiratama Habit Japan JP2025-049518 - ラインクロス二重術 Line Cross Double Surgery International registration - 1753626 ＳＢＣ ＭＥＤＩＳＰＡ SBC MEDISPA International registration - 1753629 ＱＣＷ QCW International registration - 1753670 Ｑｕｉｃｋ ｃｏｓｍｅｔｉｃ ｄｏｕｂｌｅ Quick cosmetic double International registration - 1753627 Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｉｎｉｃ Shonan Beauty Clinic International registration - 1753628 Ｓｈｏｎａｎ Ｂｅａｕｔｙ Ｃｌｕｂ Shonan Beauty Club International registration - 1754273 湘南美容クリニック Shonan Beauty Clinic International registration - 1754406 ＳＢＣ (logo) SBC (logo) International registration - 1754407 湘南美容 Shonan Aesthetic International registration - 1753672 ＳＢＣ Ｍｅｄｉｃａｌ Ｇｒｏｕｐ Ｈｏｌｄｉｎｇｓ SBC Medical Group Holdings International registration - 1754271 湘南美容外科クリニック Shonan Beauty Surgery Clinic International registration - 1753673 ＳＢＣ SBC International registration - 1754272 湘南美容外科 Shonan Beauty Surgery International registration - 1753625 ＳＢＣＬＡＢＯ SBCLABO Singapore 2017/3591939103Q 40201708950W N/A The Chelsea Clinic Singapore 2017/292151539X 40201618496V N/A Gangnam Laser Clinic Singapore TM/19/05/2849 40201910975V N/A SkinGO!
Time-lapse incubator No No P Laser Therapy Machine PQX Pico Laser Skin Care Treatment Picotoning, Picolaser Fractional No No P Laser Therapy Machine Nordlys Skin Care Treatment IPL Light Therapy (Photo Double/Photo Triple) No No P Slimming equipment coolsculpting ELITE fat reduction Fat cooling (slimming) No No P Laser Therapy Machine Stellar M22 IPL Skin Care Treatment IPL Light Therapy (Photo Double Photo Triple) No No P Endoscope General-purpose video scope for upper gastrointestinal tract GIF-1200N Observation, imaging, diagnosis, and treatment of the upper gastrointestinal tract No No P Analyzer Sperm motility analyzer with SMAS Biological Microscope Analysis of sperm motility The system automatically tracks moving sperm and displays and outputs a number of measurement results accurately and quickly, including the number of moving sperm, their movement trajectories, discrimination from immobile sperm, and various types of motility.
Time-lapse incubator No No No P Laser Therapy Machine PQX Pico Laser Skin Care Treatment Picotoning, Picolaser Fractional No No No P Laser Therapy Machine Nordlys Skin Care Treatment IPL Light Therapy (Photo Double/Photo Triple) No No No P Slimming equipment coolsculpting ELITE fat reduction Fat cooling (slimming) No No No P Laser Therapy Machine Stellar M22 IPL Skin Care Treatment IPL Light Therapy (Photo Double Photo Triple) No No No P Endoscope General-purpose video scope for upper gastrointestinal tract GIF-1200N Observation, imaging, diagnosis, and treatment of the upper gastrointestinal tract No No No P Analyzer Sperm motility analyzer with SMAS Biological Microscope Analysis of sperm motility The system automatically tracks moving sperm and displays and outputs a number of measurement results accurately and quickly, including the number of moving sperm, their movement trajectories, discrimination from immobile sperm, and various types of motility.
It is possible that the Company and the MCs will become subject to environmental liabilities, and any such liabilities could materially affect our business, financial condition or results of operations.
It is possible that the MCs and the Company will become subject to environmental liabilities, and any such liabilities could materially affect our business, financial condition or results of operations.
Under the APPI, the Company and the MCs are required to lawfully use personal information we have obtained within the purpose of use we have specified and taken appropriate measures to maintain the security of such personal information.
Under the APPI, the MCs and the Company are required to lawfully use personal information we have obtained within the purpose of use we have specified and taken appropriate measures to maintain the security of such personal information.
Our registered trademarks include, but are not limited to, “SBC”, “Shonan Beauty Clinic”, “SBCLABO”, “Hair Renaissance”, “SBC MEDISPA”, and “ACNEED”, and are further described in the table below. Material Contract with Intellectual Property and Trademarks The Company and the MCs have each entered into a contract with regard to intellectual property as set forth below.
Our registered trademarks include, but are not limited to, “SBC”, “Shonan Beauty Clinic”, “SBCLABO”, “Hair Renaissance”, “SBC MEDISPA”, and “ACNEED”, and are further described in the table below. Material Contract with Intellectual Property and Trademarks The MCs and the Company have each entered into a contract with regard to intellectual property as set forth below.
The following table describes the primary use and regulatory status of each of the products that we resell: Available for Sale In Product Category Product Line Primary Use United States* Vietnam* Japan coolsculpting coolsculpting Elite reorder pack Body Contouring Equipment Consumables; Reduces fat cells and improves body contours; No No P Botox injection Allergan VISTA Wrinkle-improving injections No No P hyaluronic acid injection Juv Voluma Wrinkle-improving injections No No P fat injections condense rich syringe medical consumables No No P hyaluronic acid injection Juv Volift Wrinkle-improving injections No No P MiraDry MiraDry BioChips hyperhidrosis treatment No No P hyaluronic acid injection Juv Volbella Wrinkle-improving injections No No P hyaluronic acid injection VISTA Ultra Plus XC Wrinkle-improving injections No No P hyaluronic acid injection Juv Volux Wrinkle-improving injections No No P fat injections Cellution Disposable Kit medical consumables No No P The Company does not distribute the products above in the US or in Vietnam for the following reasons. * A foreign entity must register its facility, such as a clinic, drug store, etc., with the Food and Drug Administration, “FDA,” in order to distribute medical supplies in advance in the US.
The following table describes the primary use and regulatory status of each of the products that we resell: Available for Sale In Product Category Product Line Primary Use United States* Vietnam** Thailand *** Japan coolsculpting coolsculpting Elite reorder pack Body Contouring Equipment Consumables; Reduces fat cells and improves body contours; No No No P Botox injections Allergan VISTA Wrinkle-improving injections No No No P hyaluronic acid injections Juv Voluma Wrinkle-improving injections No No No P fat injections condense rich syringe medical consumables No No No P hyaluronic acid injections Juv Volift Wrinkle-improving injections No No No P MiraDry MiraDry BioChips hyperhidrosis treatment No No No P hyaluronic acid injections Juv Volbella Wrinkle-improving injections No No No P hyaluronic acid injections VISTA Ultra Plus XC Wrinkle-improving injections No No No P hyaluronic acid injections Juv Volux Wrinkle-improving injections No No No P fat injections Cellution Disposable Kit medical consumables No No No P The Company does not distribute the products above in the US, Vietnam or Thailand for the following reasons. * A foreign entity must register its facility, such as a clinic, drug store, etc., with the Food and Drug Administration, “FDA,” in order to distribute medical supplies in advance in the US.
On September 17, 2024, the closing (the “Closing”) of the merger (the “Merger”) and other transactions contemplated thereby (collectively, the “Business Combination”) took place and the Merger was consummated with Merger Sub merging with and into Legacy SBC with Legacy SBC surviving the Merger as a wholly-owned subsidiary of Pono, and Pono then changed its name to SBC Medical Group Holdings Incorporated and on September 17, 2024, Legacy SBC changed its named to SBC Medical Group, Inc.
On September 17, 2024, the closing (the “Closing”) of the merger (the “Merger”) and other transactions contemplated thereby (collectively, the “Business Combination”) took place and the Merger was consummated with Merger Sub merging with and into Legacy SBC with Legacy SBC surviving the Merger as a wholly-owned subsidiary of Pono, and Pono then changed its name to SBC Medical Group Holdings Incorporated and on September 17, 2024, Legacy SBC changed its name to SBC Medical Group, Inc.
Demographic trends, such as changes in population age structure, family structure, and lifestyle, are also important factors. For example, younger and middle age generations may be more willing to undergo elective cosmetic procedures and purchase cosmetic products. Older generations, on the other hand, may be more likely to be apprehensive about undergoing elective cosmetic procedures.
Demographic trends, such as changes in population age structure, family structure, and lifestyle, are also important factors. For example, younger and middle-aged generations may be more willing to undergo elective cosmetic procedures and purchase cosmetic products. Older generations, on the other hand, may be more likely to be apprehensive about undergoing elective cosmetic procedures.
Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136782 Application Pending Medical auditing system using AI to verify adherence to cosmetic treatment procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136783 Application Pending Medical audit system using machine learning for validating skin treatments 52 Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136784 Application Pending AI used for learning and verifying adherence to medical procedures in hospitals using collected image data.
Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136782 Application Pending Medical auditing system using AI to verify adherence to cosmetic treatment procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136783 Application Pending Medical audit system using machine learning for validating skin treatments Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136784 Application Pending AI used for learning and verifying adherence to medical procedures in hospitals using collected image data.
Safety Management Method for Hair Removal Treatment Patent Japan 7/25/2023 JP2023-120746 Application Pending Invention for auditing health procedures using a learning model generated from recorded data Safety Management Method for Hair Removal Treatment Patent Japan 7/25/2023 JP2023-120747 Application Pending A patent detailing a machine learning model that generates and uses a database of images captured within a hospital to analyze and determine proper actions Safety Management Method for Hair Removal Treatment Patent Japan 7/25/2023 JP2023-120748 Application Pending An auditing system for procedures in aesthetic clinics utilizing hair removal lasers, providing monitoring, learning models, analysis and feedback on procedure accuracy. 58 Checklist Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for implantation double prosthesis method.
Safety Management Method for Hair Removal Treatment Patent Japan 7/25/2023 JP2023-120746 Application Pending Invention for auditing health procedures using a learning model generated from recorded data Safety Management Method for Hair Removal Treatment Patent Japan 7/25/2023 JP2023-120747 Application Pending A patent detailing a machine learning model that generates and uses a database of images captured within a hospital to analyze and determine proper actions Safety Management Method for Hair Removal Treatment Patent Japan 7/25/2023 JP2023-120748 Application Pending An auditing system for procedures in aesthetic clinics utilizing hair removal lasers, providing monitoring, learning models, analysis and feedback on procedure accuracy. 58 Table of Contents Checklist Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for implantation double prosthesis method.
We operate our clinic, and the MCs operate the franchisee clinics, in accordance with standards and procedures designed to comply with applicable codes and regulations. However, an inability to obtain or retain health department or other licenses by us or the MCs would adversely affect our operations.
The MCs operate the franchisee and other alliance clinics, and we operate our clinic in accordance with standards and procedures designed to comply with applicable codes and regulations. However, an inability to obtain or retain health department or other licenses by the MCs or us would adversely affect our operations.
Patent Japan 7/25/2023 JP2023-120757 Application Pending System for monitoring and recording the compliance of implantation procedures for artificial breast augmentation with sub-mammary techniques 59 Breast augmentation by insertion of artificial breast implants: Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for the submammary method.
Patent Japan 7/25/2023 JP2023-120757 Application Pending System for monitoring and recording the compliance of implantation procedures for artificial breast augmentation with sub-mammary techniques Breast augmentation by insertion of artificial breast implants: Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for the submammary method.
Patent Japan 7/25/2023 JP2023-120765 Application Pending Document on LA mammary papillary base resection method, discussing compliance monitoring, guide and recording systems, and robotic application 60 Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for LA nipple circumference excision method.
Patent Japan 7/25/2023 JP2023-120765 Application Pending Document on LA mammary papillary base resection method, discussing compliance monitoring, guide and recording systems, and robotic application Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for LA nipple circumference excision method.
However, if neither the party makes a written request at least 3 months prior to the expiration of the term, the term of these agreements will continue for successive 2 year terms going forward unless terminated by either party.
However if neither party makes a written request at least 3 months prior to the expiration of the term, the term of these patent agreements will continue for successive 2 year terms going forward unless terminated by either party.
On January 21, 2023, Pono entered into an Agreement and Plan of Merger (as subsequently amended from time to time, the “Merger Agreement”) with Pono Two Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and then a wholly-owned subsidiary of Pono, SBC Medical Group, Inc., then named SBC Medical Group Holdings Incorporated, a Delaware corporation (“Legacy SBC”), Mehana Capital LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”) in its capacity as the representative of the stockholders of Pono, and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of Legacy SBC (“Seller Representative”).
On January 31, 2023, Pono entered into an Agreement and Plan of Merger (as subsequently amended from time to time, the “Merger Agreement”) with Pono Two Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and then a wholly-owned subsidiary of Pono, SBC Medical Group, Inc., then named SBC Medical Group Holdings Incorporated, a Delaware corporation (“Legacy SBC”), Mehana Capital LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”) in its capacity as the representative of the stockholders of Pono, and Yoshiyuki Aikawa in his personal capacity and his capacity as the representative of the stockholders of Legacy SBC (“Seller Representative”).
Patent Japan 7/25/2023 JP2023-120801 Application Pending A system encompassing osteotomy method, manual compliance monitoring, manual display guide, records keeping, and robotics applications. 64 Manual compliance monitoring systems, manual display guide systems, manual compliance recording systems, and robotics application systems related to forehead shaping methods.
Patent Japan 7/25/2023 JP2023-120801 Application Pending A system encompassing osteotomy method, manual compliance monitoring, manual display guide, records keeping, and robotics applications. Manual compliance monitoring systems, manual display guide systems, manual compliance recording systems, and robotics application systems related to forehead shaping methods.
These medical services include but are not limited to breast augmentation, liposuction, rejuvenation treatments (including treatment of wrinkles, acne, scars, cellulite, excess fat, discoloration, and signs of aging), laser skin toning and spot removal, eyes double fold surgery, rhinoplasty, treatment of osmidrosis and hyperhidrosis, hair transplants, gynecological formation treatments, laser hair removal, face line surgeries, cosmetical dental procedures, tattoo removal, lasik eye surgery, lateral canthoplasty, brow lift procedures, androgenetic alopecia treatment, and cheek sagging prevention methods.
These medical services include but are not limited to breast augmentation, liposuction, rejuvenation treatments (including treatment of wrinkles, acne, scars, cellulite, excess fat, discoloration, and signs of aging), laser skin toning and spot removal, eyes double fold surgery, rhinoplasty, treatment of osmidrosis and hyperhidrosis, hair transplants, gynecological formation treatments, laser hair removal, face line surgeries, cosmetic dental procedures, tattoo removal, lasik eye surgery, lateral canthoplasty, brow lift procedures, androgenetic alopecia treatment, and cheek sagging prevention methods.
We use various marketing and advertising methods to increase awareness of the “Shonan Beauty Clinic” brand. 18 The marketing services that we provide to the MCs include raising the profile of products and services, creating demand, promoting sales, and building brand image.
We use various marketing and advertising methods to increase awareness of the “Shonan Beauty Clinic” brand. The marketing services that we provide to the MCs include raising the profile of products and services, creating demand, promoting sales, and building brand image.
Safety Management Method for Outer Corner Cutting Surgery Patent Japan 8/25/2023 JP2023-136821 Application Pending Machine learning model generated from past surgical images to automatically audit new surgical videos for correct procedure Safety Management Method for Brow Lift Surgery Patent Japan 8/25/2023 JP2023-136822 Application Pending Invention for a Learning Model to Monitor and Assess Correctness of Beauty Clinic Procedures Using Filmed Footage and Machine Learning Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136823 Application Pending Invention uses Machine Learning to Evaluate the Compliance of Procedure Performance Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136824 Application Pending A machine learning model based on medical procedure steps for analyzing and verifying procedural adherence in new videos Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136825 Application Pending A medical audit system using machine learning to map surgical images to pre-surgical procedures, identify procedures in new surgical images, and verify their sequence against therapeutic procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136826 Application Pending Innovation in a Surgical Procedure: Monitoring Compliance through Machine Learning Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136827 Application Pending Invention of a learning model using recorded actions from blepharoptosis surgery to analyze new surgical videos Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136828 Application Pending Machine Learning Model for Quality Analysis of Epicanthoplasty Procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136829 Application Pending A medical audit system for ophthalmological procedures that uses a machine learning model to analyze surgical videos for procedural adherence.
Safety Management Method for Outer Corner Cutting Surgery Patent Japan 8/25/2023 JP2023-136821 Application Pending Machine learning model generated from past surgical images to automatically audit new surgical videos for correct procedure Safety Management Method for Brow Lift Surgery Patent Japan 8/25/2023 JP2023-136822 Application Pending Invention for a Learning Model to Monitor and Assess Correctness of Beauty Clinic Procedures Using Filmed Footage and Machine Learning Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136823 Application Pending Invention uses Machine Learning to Evaluate the Compliance of Procedure Performance Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136824 Application Pending A machine learning model based on medical procedure steps for analyzing and verifying procedural adherence in new videos 51 Table of Contents Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136825 Application Pending A medical audit system using machine learning to map surgical images to pre-surgical procedures, identify procedures in new surgical images, and verify their sequence against therapeutic procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136826 Application Pending Innovation in a Surgical Procedure: Monitoring Compliance through Machine Learning Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136827 Application Pending Invention of a learning model using recorded actions from blepharoptosis surgery to analyze new surgical videos Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136828 Application Pending Machine Learning Model for Quality Analysis of Epicanthoplasty Procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136829 Application Pending A medical audit system for ophthalmological procedures that uses a machine learning model to analyze surgical videos for procedural adherence.
Patent Japan 7/25/2023 JP2023-120783 Application Pending SksoOS method concerning a monitoring system for manual compliance, a display guide system, documentation system for manual compliance and an application system for robotics 62 Manual Compliance Monitoring System, Manual Display Guide System, Manual Compliance Recording System, and Robotics Application System for Tattoo Removal Method by Excision.
Patent Japan 7/25/2023 JP2023-120783 Application Pending SksoOS method concerning a monitoring system for manual compliance, a display guide system, documentation system for manual compliance and an application system for robotics Manual Compliance Monitoring System, Manual Display Guide System, Manual Compliance Recording System, and Robotics Application System for Tattoo Removal Method by Excision.
It also increases employee retention rates at our franchisee treatments centers since we have assisted in the recruitment of an employee that is trained for a specific position at the franchisee treatment center.
It also increases employee retention rates at our franchisee treatment centers since we have assisted in the recruitment of an employee that is trained for a specific position at the franchisee treatment center.
Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136740 Application Pending System for auditing hospital procedures through machine learning analysis of captured images Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136741 Application Pending Machine learning model generated from recorded procedures to evaluate new treatments for pain and acne Safety Management Method for Ion Introduction Treatment Patent Japan 8/25/2023 JP2023-136742 Application Pending Invention creating machine-learning models from hospital procedure videos for treatment accuracy and quality control Safety Management Method for Ion Introduction Treatment Patent Japan 8/25/2023 JP2023-136743 Application Pending A system for managing, guiding, verifying, and automating needleless therapy procedures, using learning models from existing treatment videos Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136744 Application Pending Invention of a medical audit system that uses machine learning to ensure adherence to correct hospital procedures Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136745 Application Pending Machine-learning algorithms are used to create a therapeutic protocol for phototherapy procedures, auditing new videos of the procedure for correctness and safety, reducing workload and ensuring effective treatment.
Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136740 Application Pending System for auditing hospital procedures through machine learning analysis of captured images Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136741 Application Pending Machine learning model generated from recorded procedures to evaluate new treatments for pain and acne Safety Management Method for Ion Introduction Treatment Patent Japan 8/25/2023 JP2023-136742 Application Pending Invention creating machine-learning models from hospital procedure videos for treatment accuracy and quality control Safety Management Method for Ion Introduction Treatment Patent Japan 8/25/2023 JP2023-136743 Application Pending A system for managing, guiding, verifying, and automating needleless therapy procedures, using learning models from existing treatment videos Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136744 Application Pending Invention of a medical audit system that uses machine learning to ensure adherence to correct hospital procedures 42 Table of Contents Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136745 Application Pending Machine-learning algorithms are used to create a therapeutic protocol for phototherapy procedures, auditing new videos of the procedure for correctness and safety, reducing workload and ensuring effective treatment.
Evaluation and Effect Measurement Method for Aesthetic Medicine Patent Japan 8/25/2023 JP2023-136804 Application Pending Invention for auditing medical procedures using a learning model generated from collected images Evaluation and Effect Measurement Method for Aesthetic Medicine Patent Japan 8/25/2023 JP2023-136805 Application Pending Invention utilizes machine learning to analyze and validate procedure of age spot treatments in beauty clinics Method for Accelerating Recovery of Motor Ability After Anesthesia Patent Japan 8/25/2023 JP2023-136806 Application Pending A staged auditing system utilizing machine learning from past surgical videos to provide guidelines on procedural technique, anesthetic dosage, and post-procedure recovery measures Estimation Method for Recovery Time of Motor Ability Patent Japan 8/25/2023 JP2023-136807 Application Pending Machine learning model using in-hospital images and parameters to estimate anesthetic duration and ensure procedural adherence Estimation Method for Anesthesia Effect Patent Japan 8/25/2023 JP2023-136808 Application Pending Patent for a system capturing and analyzing video footage of treatments in beauty clinics for machine-learning-based auditing of anesthesia administration.
Evaluation and Effect Measurement Method for Aesthetic Medicine Patent Japan 8/25/2023 JP2023-136804 Application Pending Invention for auditing medical procedures using a learning model generated from collected images Evaluation and Effect Measurement Method for Aesthetic Medicine Patent Japan 8/25/2023 JP2023-136805 Application Pending Invention utilizes machine learning to analyze and validate procedure of age spot treatments in beauty clinics 49 Table of Contents Method for Accelerating Recovery of Motor Ability After Anesthesia Patent Japan 8/25/2023 JP2023-136806 Application Pending A staged auditing system utilizing machine learning from past surgical videos to provide guidelines on procedural technique, anesthetic dosage, and post-procedure recovery measures Estimation Method for Recovery Time of Motor Ability Patent Japan 8/25/2023 JP2023-136807 Application Pending Machine learning model using in-hospital images and parameters to estimate anesthetic duration and ensure procedural adherence Estimation Method for Anesthesia Effect Patent Japan 8/25/2023 JP2023-136808 Application Pending Patent for a system capturing and analyzing video footage of treatments in beauty clinics for machine-learning-based auditing of anesthesia administration.
Clinic Reservation Reception System Patent Japan 8/25/2023 JP2023-136813 Application Pending Invention for optimizing medical services by matching users with suited physicians using a personalized database Surgery Applicability Determination System Patent Japan 8/25/2023 JP2023-136814 Application Pending A system utilizing a database of medical histories and a machine learning model based on hospital video data to ascertain surgical feasibility and process understanding Surgery Applicability Determination System Patent Japan 8/25/2023 JP2023-136815 Application Pending Automated System for Managing Treatment Intervals Using a Learning Model Information Sharing Fixed System Patent Japan 8/25/2023 JP2023-136816 Application Pending Machine learning method to monitor and analyze hospital procedures through images and video data 54 Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136817 Application Pending Invention that tracks and verifies the number of cotton balls used in surgery via image analysis and deep learning algorithms Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136818 Application Pending Invention of a Medical Audit System Using Machine Learning for Procedure Verification and Reoperation Decision-Making Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136819 Application Pending Method for auditing medical procedures through machine learning from hospital images Safety Management Method for Full Incision Method Double Eyelid Surgery Patent Japan 8/25/2023 JP2023-136820 Application Pending An invention of an auditing system that uses a machine learning model to analyze medical procedures through images, ensuring procedures are carried out correctly without human visual inspection.
Clinic Reservation Reception System Patent Japan 8/25/2023 JP2023-136813 Application Pending Invention for optimizing medical services by matching users with suited physicians using a personalized database Surgery Applicability Determination System Patent Japan 8/25/2023 JP2023-136814 Application Pending A system utilizing a database of medical histories and a machine learning model based on hospital video data to ascertain surgical feasibility and process understanding 50 Table of Contents Surgery Applicability Determination System Patent Japan 8/25/2023 JP2023-136815 Application Pending Automated System for Managing Treatment Intervals Using a Learning Model Information Sharing Fixed System Patent Japan 8/25/2023 JP2023-136816 Application Pending Machine learning method to monitor and analyze hospital procedures through images and video data Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136817 Application Pending Invention that tracks and verifies the number of cotton balls used in surgery via image analysis and deep learning algorithms Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136818 Application Pending Invention of a Medical Audit System Using Machine Learning for Procedure Verification and Reoperation Decision-Making Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136819 Application Pending Method for auditing medical procedures through machine learning from hospital images Safety Management Method for Full Incision Method Double Eyelid Surgery Patent Japan 8/25/2023 JP2023-136820 Application Pending An invention of an auditing system that uses a machine learning model to analyze medical procedures through images, ensuring procedures are carried out correctly without human visual inspection.
Material trade terms include terms relating to the following: ● the supply of products after the party becomes a franchisee (such as a system for recommending suppliers); 33 ● guidance, procedures, frequency, and cost to the franchisee relating to the business activities of the franchise; ● nature and amount of payments to be collected when the party joins the franchise, whether the payments are refundable or may be returned, and the conditions for refunding or returning the payments; ● royalties that the franchisee pays to the franchisor for use of trademarks and trade names and for guidance relating to management procedures, including the amount of, procedure for calculating, and the time and method of payment, of royalties; ● loans the franchisor extends to the franchisee, including the interest rate and the mechanism and conditions of settlement; ● compensation for any losses the business incurs, including the details of such compensation and whether there is management support from the franchisor in the event of a decline in business; ● terms of the franchise agreement and the conditions and procedures for renewing or terminating the franchise agreement, including early termination prior to the expiration of its term; and ● restrictions with respect to the franchisor or other franchisees of the franchise setting up an identical or similar business near the proposed business of the potential party to join the franchise, including whether there are any plans to set up additional businesses and the details of such plans.
Material trade terms include terms relating to the following: • the supply of products after the party becomes a franchisee (such as a system for recommending suppliers); • guidance, procedures, frequency, and cost to the franchisee relating to the business activities of the franchise; • nature and amount of payments to be collected when the party joins the franchise, whether the payments are refundable or may be returned, and the conditions for refunding or returning the payments; • royalties that the franchisee pays to the franchisor for use of trademarks and trade names and for guidance relating to management procedures, including the amount of, procedure for calculating, and the time and method of payment, of royalties; 27 Table of Contents • loans the franchisor extends to the franchisee, including the interest rate and the mechanism and conditions of settlement; • compensation for any losses the business incurs, including the details of such compensation and whether there is management support from the franchisor in the event of a decline in business; • terms of the franchise agreement and the conditions and procedures for renewing or terminating the franchise agreement, including early termination prior to the expiration of its term; and • restrictions with respect to the franchisor or other franchisees of the franchise setting up an identical or similar business near the proposed business of the potential party to join the franchise, including whether there are any plans to set up additional businesses and the details of such plans.
Although the Company, through SBC Medical, has an equity “deposit” interest to the rights to receive a distribution of residual assets in proportion to the amount of contribution in certain circumstances as provided in the articles of incorporation of each of the six MCs, the Company or SBC Medical does not have voting control over the corporate actions at general meetings of members (or shain ) of the MCs per the requirements of the Japanese Medical Care Act and the MCs’ articles of incorporation.
Although the Company, through SBC Medical Sub, has an equity interest to the rights to receive a distribution of residual assets in proportion to the amount of contribution in certain circumstances as provided in the Japanese Medical Care Act and the articles of incorporation of each of the six MCs, the Company or SBC Medical Sub does not have voting control over the corporate actions at general meetings of members (or shain ) of the MCs per the requirements of the Japanese Medical Care Act and the MCs’ articles of incorporation.
The competition continues to intensify as competitors to our clinic in Vietnam and Singapore and our franchisee clinics increase the breadth and depth of their cosmetic medical service and cosmetic product offerings, and open new clinics.
The competition continues to intensify as competitors to our clinics in Vietnam and Singapore and our franchisee clinics increase the breadth and depth of their cosmetic medical service and cosmetic product offerings, and open new clinics.
We believe this to be a crucial component of fostering our franchisees’ growth and success. 23 Internal Processes and Protocols. To promote high standards of quality and service, we have implemented internal processes and protocols.
We believe this to be a crucial component of fostering our franchisees’ growth and success. Internal Processes and Protocols. To promote high standards of quality and service, we have implemented internal processes and protocols.
Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136769 Application Pending Invention of a medical audit system that generates a learning model from images of specific beauty clinic procedures and evaluates new treatments Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136770 Application Pending Automated Medical Audit System for Beauty Clinics Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136771 Application Pending Machine Learning System Developed to Enhance Quality of Medical Procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136772 Application Pending Video analysis method for performance evaluation in beauty clinics using machine learning Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136773 Application Pending The system generates a learning model from pre-operative images, trains it using deep learning for ProShock Shape procedures, analyzes real-time videos for correctness, reports any anomalies, and counters the long tail problem using diverse treatment image datasets.
Safety Management Method for Skin Treatment Patent Japan 8/25/2023 JP2023-136769 Application Pending Invention of a medical audit system that generates a learning model from images of specific beauty clinic procedures and evaluates new treatments Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136770 Application Pending Automated Medical Audit System for Beauty Clinics 45 Table of Contents Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136771 Application Pending Machine Learning System Developed to Enhance Quality of Medical Procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136772 Application Pending Video analysis method for performance evaluation in beauty clinics using machine learning Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136773 Application Pending The system generates a learning model from pre-operative images, trains it using deep learning for ProShock Shape procedures, analyzes real-time videos for correctness, reports any anomalies, and counters the long tail problem using diverse treatment image datasets.
With our cutting-edge technology, the MC’s skilled medical professionals, and the comprehensive range of services offered at our franchisee clinics, we have established our brand as a trusted and preferred choice among patients seeking cosmetic enhancements. We plan to pursue a two-pronged expansion strategy by opening new clinics in both new and existing markets (directly and through our franchisee partners).
With our cutting-edge technology, the MC’s skilled medical professionals, and the comprehensive range of services offered at our franchisee clinics, we have established our brand as a trusted and preferred choice among customers seeking cosmetic enhancements. We plan to pursue a two-pronged expansion strategy by opening new clinics in both new and existing markets through our franchisee partners and directly.
User Burden Reduction Method in Hair Transplant Surgery Patent Japan 8/25/2023 JP2023-136720 Application Pending System that captures and analyzes videos of the donor hair shaving process at aesthetic clinics to ensure procedure compliance, and provides a wig to reduce psychological stress. 48 User Burden Reduction Method in Hair Transplant Surgery Patent Japan 8/25/2023 JP2023-136721 Application Pending An invention involving a procedure of hair follicle collection, concealed by remaining hair, integrated with an algorithm for auditing surgical compliance User Positioning Guide Method Patent Japan 8/25/2023 JP2023-136722 Application Pending Surgical Audit System for Hair Transplantation Using Machine Learning Treatment Efficiency and Safety Management Methods Patent Japan 8/25/2023 JP2023-136723 Application Pending AI technology applied to auditing cosmetic clinic procedures for monitoring the appropriateness of specific treatments Treatment Efficiency and Safety Management Methods Patent Japan 8/25/2023 JP2023-136724 Application Pending The present invention is a medical audit system that collects image data, generates a machine learning model for correct hair loss treatment using Botox, and evaluates newly acquired treatment videos using this model to assess the correctness of the procedure.
User Burden Reduction Method in Hair Transplant Surgery Patent Japan 8/25/2023 JP2023-136720 Application Pending System that captures and analyzes videos of the donor hair shaving process at aesthetic clinics to ensure procedure compliance, and provides a wig to reduce psychological stress. 39 Table of Contents User Burden Reduction Method in Hair Transplant Surgery Patent Japan 8/25/2023 JP2023-136721 Application Pending An invention involving a procedure of hair follicle collection, concealed by remaining hair, integrated with an algorithm for auditing surgical compliance User Positioning Guide Method Patent Japan 8/25/2023 JP2023-136722 Application Pending Surgical Audit System for Hair Transplantation Using Machine Learning Treatment Efficiency and Safety Management Methods Patent Japan 8/25/2023 JP2023-136723 Application Pending AI technology applied to auditing cosmetic clinic procedures for monitoring the appropriateness of specific treatments Treatment Efficiency and Safety Management Methods Patent Japan 8/25/2023 JP2023-136724 Application Pending The present invention is a medical audit system that collects image data, generates a machine learning model for correct hair loss treatment using Botox, and evaluates newly acquired treatment videos using this model to assess the correctness of the procedure.
Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136833 Application Pending A medical audit system that uses machine learning to analyze image data and ensure procedural compliance in surgical operations 55 Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136834 Application Pending A system that uses machine learning to audit and improve surgical procedures in a beauty clinic Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136835 Application Pending The medical audit system employs two methods; the first one uses a micropore and a Denver splint, while the second method uses an Orfit and hot water combined with a series of taping procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136836 Application Pending Invention of an audit system for capturing and analyzing physician’s procedural steps during nose tip surgery Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136837 Application Pending Invention involves a surgical procedure with application of machine learning model trained by deep learning to verify newly acquired images against procedure steps Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136838 Application Pending The process involves designing thread placement in surgery, creating a learning model using images, utilizing image recognition technology for feature extraction, and employing the model to analyze the adherence to proper procedures.
Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136833 Application Pending A medical audit system that uses machine learning to analyze image data and ensure procedural compliance in surgical operations Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136834 Application Pending A system that uses machine learning to audit and improve surgical procedures in a beauty clinic 52 Table of Contents Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136835 Application Pending The medical audit system employs two methods; the first one uses a micropore and a Denver splint, while the second method uses an Orfit and hot water combined with a series of taping procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136836 Application Pending Invention of an audit system for capturing and analyzing physician’s procedural steps during nose tip surgery Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136837 Application Pending Invention involves a surgical procedure with application of machine learning model trained by deep learning to verify newly acquired images against procedure steps Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136838 Application Pending The process involves designing thread placement in surgery, creating a learning model using images, utilizing image recognition technology for feature extraction, and employing the model to analyze the adherence to proper procedures.
By utilizing our collection of medical cases and artificial intelligence, we employ technologies such as virtual reality, rendering, computing, 5G/6G, and Web3.0 to create simulators for the services that the MCs’ treatment centers provide. For example, SBC AI Eye is the industry’s first double AI simulation service.
By utilizing our collection of medical cases and artificial intelligence (“AI”), we employ technologies such as virtual reality, rendering, computing, 5G/6G, and Web3.0 to create simulators for the services that the MCs’ treatment centers provide. For example, SBC AI is the industry’s first double AI simulation service.
Clinic and Brand Competition Our franchisee clinics face significant competition from a variety of locally owned beauty clinics and Japanese chain beauty clinics offering both cosmetic medical services, as well as cosmetic products. Major competitors of our franchisee clinics including those in Japan but also in the global cosmetic surgery market such as Aesthetic Medispa, Alma Lasers, B.
Clinic and Brand Competition Our franchisee clinics face significant competition from a variety of locally owned beauty clinics and Japanese chain beauty clinics offering both cosmetic medical services, as well as cosmetic products. Major competitors of our franchisee clinics include those in Japan but also in the global cosmetic surgery market such as Aesthetic Medispa, Alma Lasers, B.
If a product is found to be defective or harmful, this legislation requires us to comply with any product recalls or safety notices issued by the HSA. We are also obligated to report any adverse events or complications related to the use of medical devices and health products in our clinics.
If a product is found to be defective or harmful, this legislation requires us to comply with any product recalls or safety notices issued by the HSA. We are also obligated to report any adverse events or complications related to the use of medical devices and health products in our clinics as applicable.
We also believe that our maintenance and operation of the booking and reservation process for customers ensures a seamless user experience when booking services at our franchisee clinic locations. These services provide valuable guidance and expertise to our franchisee clinics, helping them optimize their operations, improve patient experience, and enhance overall performance.
We also believe that our maintenance and operation of the booking and reservation process for customers ensures a seamless user experience when booking services at our franchisee clinic locations. These services provide valuable guidance and expertise to our franchisee clinics, helping them optimize their operations, improve customer experience, and enhance overall performance.
We investigate the brand image and concept of competitors to our clinic and our franchisee clinics from the viewpoint of brand and awareness. It is important to understand the franchisee clinic’s impact on its patients because each competitor offers unique characteristics and value. Also, famous chain clinics and locally popular clinics can be a competitive factor.
We investigate the brand image and concept of competitors to our clinic and our franchisee clinics from the viewpoint of brand and awareness. It is important to understand the franchisee clinic’s impact on its customers because each competitor offers unique characteristics and value. Also, famous chain clinics and locally popular clinics can be a competitive factor.
Competitive presence is an important factor in the cosmetic clinic industry. The presence of competitors in the same category or an increase in new entrants can increase patient choices and diversify demand. Differentiation and uniqueness from competitors are required, especially in high income geographical locations. These factors also directly or indirectly affect consumer confidence.
Competitive presence is an important factor in the cosmetic clinic industry. The presence of competitors in the same category or an increase in new entrants can increase customer choices and diversify demand. Differentiation and uniqueness from competitors are required, especially in high income geographical locations. These factors also directly or indirectly affect consumer confidence.
Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136779 Application Pending Patent covers a machine learning method to ensure procedural standards in beauty clinics Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136780 Application Pending Invention uses machine learning model to analyze images or video frames from hospital actions to deduce correctness of procedures Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136781 Application Pending An innovative surgical procedure combining cooling, disinfection, needle insertion, hemostasis, and various other techniques, with automatic auditing and learning models for improving treatment efficiency.
Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136779 Application Pending Patent covers a machine learning method to ensure procedural standards in beauty clinics Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136780 Application Pending Invention uses machine learning model to analyze images or video frames from hospital actions to deduce correctness of procedures 46 Table of Contents Safety Management Method for Procedures Patent Japan 8/25/2023 JP2023-136781 Application Pending An innovative surgical procedure combining cooling, disinfection, needle insertion, hemostasis, and various other techniques, with automatic auditing and learning models for improving treatment efficiency.
No No P Electrosurgical instrument Surgitron DualEMC Skin incision and coagulation for surgical use MD-style minimal downtime No No P Sterilizer Gas sterilizer CT-540C Sterilization of medical supplies vulnerable to high pressure Sterilizer, low temperature up to 40°C No No P Centrifugal separator Centrifugal separator H-36 ‹ Separation of aspirated fat condense rich face No No P The Company does not distribute the products above in the US or in Vietnam for the following reasons. * A foreign entity must apply to Food and Drug Administration, “FDA,” with regard to medical equipment in advance in order to import and distribute it in the U.S., and needs to pass examination by the FDA.
No No No P Electrosurgical instrument Surgitron DualEMC Skin incision and coagulation for surgical use MD-style minimal downtime No No No P Sterilizer Gas sterilizer CT-540C Sterilization of medical supplies vulnerable to high pressure Sterilizer, low temperature up to 40°C No No No P Centrifugal separator Centrifugal separator H-36 α Separation of aspirated fat condense rich face No No No P The Company does not distribute the products above in the US, Vietnam, or Thailand for the following reasons. 14 Table of Contents * A foreign entity must apply to Food and Drug Administration, “FDA,” with regard to medical equipment in advance in order to import and distribute it in the U.S., and needs to pass examination by the FDA.
Our public relations staff has set up target audiences, created promotional materials, and understand patient characteristics and needs, and continue to deliver effective messages to target audiences. Additionally, we utilize social media platforms such as Instagram and YouTube to establish a direct connection with end-users and foster a community.
Our public relations staff has set up target audiences, created promotional materials, and understand customer characteristics and needs, and continue to deliver effective messages to target audiences. Additionally, we utilize social media platforms such as Instagram and YouTube to establish a direct connection with end-users and foster a community.
The customers also receive additional loyalty benefits in connection with their accumulated points once they reach a certain number of visits to our franchisee clinics (tiers for a total of 6 visits and 8 visits in 2 years) or reach certain spending thresholds (tiers for a total of 500,000 yen spent and 1,000,000 yen spent in 2 years).
The customers also receive additional loyalty benefits in connection with their accumulated points once they reach a certain number of visits to our franchisee clinics (tiers for a total of 6 or more visits and 8 or more visits in 2 years) or reach certain spending thresholds (tiers for 500,000 yen or more and 1,000,000 yen or more in 2 years).
See also our real estate strategy under “Site Development and Expansion — Site Selection Process.” We believe that our revenue will increase if we are able to increase the number of franchisee clinics that we provide management services to, since we would be providing our services to additional locations.
See also our real estate strategy under “Site Development and Expansion — Site Selection Process.” We believe that our revenue will increase if we are able to increase the number of franchisee and other alliance clinics that we provide management services to, since we would be providing our services to additional locations.
In terms of quality and service, we evaluate the quality of service provided by and the working experience of our franchisee clinics’ competitors’ employees. Because patients want high quality service and highly experienced staff members (such as doctors and nurses), the aim is to understand the quality provided by competitors and to find the point of differentiation of the company.
In terms of quality and service, we evaluate the quality of service provided by and the working experience of our franchisee clinics’ competitors’ employees. Because customers want high quality service and highly experienced staff members (such as doctors and nurses), the aim is to understand the quality provided by competitors and to find the point of differentiation of the company.
Depending on economic conditions and individual circumstances, patient discretionary spending priorities may change, and some patients may place a higher priority on obtaining cosmetic services and products and actively allocate their budget accordingly. Other patients may be more likely to refrain from buying elective cosmetic services and products to save money.
Depending on economic conditions and individual circumstances, customer discretionary spending priorities may change, and some patients may place a higher priority on obtaining cosmetic services and products and actively allocate their budget accordingly. Other patients may be more likely to refrain from buying elective cosmetic services and products to save money.
Our ability to respond to minimum wage increases by increasing service and product prices will depend on the responses of our competitors and patients. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs of goods and services supplied to us.
Our ability to respond to minimum wage increases by increasing service and product prices will depend on the responses of our competitors and customers. Our distributors and suppliers also may be affected by higher minimum wage and benefit standards, which could result in higher costs of goods and services supplied to us.
This equipment is used for the diagnosis, treatment, or prevention of human or animal diseases, or to affect the structure or function of the human or animal body, and more specifically is used for observation of fertilized eggs, skincare treatment, fat removal, observation, imaging, diagnosis, and treatment of the upper gastrointestinal tract, analysis of sperm motility, skin incision and coagulation for surgical use, sterilization of medical supplies vulnerable to high pressure, and separation of aspirated fat. 16 The following table describes the primary use and regulatory status of each of the products that we resell: Available for Sale In Product Category Product Line Primary Use United States* Vietnam** Japan Incubator EmbryoScope Observation of fertilized eggs An incubator for growing fertilized eggs of patients.
This equipment is used for the diagnosis, treatment, or prevention of human or animal diseases, or to affect the structure or function of the human or animal body, and more specifically is used for observation of fertilized eggs, skincare treatment, fat removal, observation, imaging, diagnosis, and treatment of the upper gastrointestinal tract, analysis of sperm motility, skin incision and coagulation for surgical use, sterilization of medical supplies vulnerable to high pressure, separation of aspirated fat. 13 Table of Contents The following table describes the primary use and regulatory status of each of the products that we resell: Available for Sale In Product Category Product Line Primary Use United States* Vietnam** Thailand*** Japan Incubator EmbryoScope Observation of fertilized eggs An incubator for growing fertilized eggs of patients.
The Company acts as a purchasing agent, for the following cosmetic products: MT Stem Eye Cream, MT Cleansing Gel, MT Contour Lotion, MT Essential Serum, MT Contour B Cream, MT Premium Coffret 2024, MT Facial Foaming Wash, MT Protect UV Gel, MT Condense C Serum, MT Crystal Shot.
The Company acts as a purchasing agent, for the following cosmetic products: MT Stem Eye Cream, MT Cleansing Gel, MT Contour Lotion, MT Essential Serum, MT Contour B Cream, MT Premium Coffret 2025, MT Facial Foaming Wash, MT Protect UV Gel, MT Condense C Serum, MT Crystal Shot.
Our ability to achieve new franchisee clinic growth is impacted by a number of risks and uncertainties beyond our control, including those described in “Part I, Item 1A. Risk Factors”. Deliver Consistent Comparable Franchisee Clinic Sales Growth.
Our ability to achieve new franchisee and other alliance clinic growth is impacted by a number of risks and uncertainties beyond our control, including those described in “Part I, Item 1A. Risk Factors”. Deliver Consistent Comparable Franchisee Clinic Sales Growth.
Additionally, difficulties, delays or failure to retain or renew licenses, permits or approvals, or increased compliance costs due to changed regulations, by us or the MCs, could adversely affect operations at our clinic and the MCs’ franchisee clinics.
Additionally, difficulties, delays or failure to retain or renew licenses, permits or approvals, or increased compliance costs due to changed regulations, by the MCs or us, could adversely affect operations at the MCs' franchisee and other alliance clinics, and our clinic.
The Company and the MCs are also restricted from providing the personal information of a person (the “principal”) to third parties without the consent of the principal. The APPI also includes regulations relating to the handling of sensitive personal data and anonymous personal data and the transfer of personal information to foreign countries.
The MCs and the Company are also restricted from providing the personal information of a person (the “principal”) to third parties without the consent of the principal. The APPI also includes regulations relating to the handling of sensitive personal data and anonymized personal information and the transfer of personal information to foreign countries.
By utilizing our collection of medical cases and artificial intelligence, we employ technologies such as virtual reality, rendering, computing, 5G/6G, and Web3.0 to create simulators for the services that our treatment centers provide. These simulators offer benefits to our treatment centers, such as efficient education, knowledge sharing, improved procedural accuracy, proactive support, and remote operations.
By utilizing our collection of medical cases and AI, we employ technologies such as virtual reality, rendering, computing, 5G/6G, and Web3.0 to create simulators for the services that our treatment centers provide. These simulators offer benefits to our treatment centers, such as efficient education, knowledge sharing, improved procedural accuracy, proactive support, and remote operations.
The disposal of Kijima and Skynet did not constitute a strategic shift that would have a major effect on the Company’s operations and financial results. The transactions closed on December 23, 2024, subject to customary closing conditions. The Company received total cash consideration of one Japanese Yen ($0) for Kijima and $446,460 for Skynet.
The disposal of Kijima and Skynet did not constitute a strategic shift that would have a major effect on the Company’s operations and financial results. The transactions closed on December 23, 2024, subject to customary closing conditions. The Company received total cash consideration of one Japanese Yen (less than $0.01) for Kijima and $446,460 for Skynet.
We frequently reevaluate our market area development plan (targeted areas and pacing for development) and our site selection strategy within those targeted areas. Clinic Design Franchisee clinic design is handled by our in-house development team on behalf of the MCs in conjunction with outsourced vendor relationships. Our franchisee clinics’ sizes currently average approximately 357 square feet.
We frequently reevaluate our market area development plan (targeted areas and pacing for development) and our site selection strategy within those targeted areas. Clinic Design Franchisee clinic design is handled by our in-house development team on behalf of the MCs in conjunction with outsourced vendor relationships. Our franchisee clinics’ sizes currently average approximately 4,000 square feet.
Patent Japan 7/25/2023 JP2023-120771 Application Pending A system involving RichFace, CRF, and NanoRich methods with manual compliance monitoring, display guide, recording systems and a robotics application. Manual compliance monitoring systems, manual display guide systems, manual compliance record systems, and robotics application systems related to filagelar methods.
Patent Japan 7/25/2023 JP2023-120771 Application Pending A system involving RichFace, CRF, and NanoRich methods with manual compliance monitoring, display guide, recording systems and a robotics application. Manual compliance monitoring systems, manual display guide systems, manual compliance record systems, and robotics application systems related to flagellar methods.
Acquisition of AHH On November 20, 2024, the Company completed the payment of SGD 7.8 million in cash for the acquisition of 100% of the voting equity interest AHH and its subsidiaries, following the execution of a Share Purchase Agreement with Dr. Ewen Chee Yew Wen, Dr. Lee Tee Kit, Dr. Phua Vanessa Mae, Dr. Charlotte Kim Thomas, and Dr.
Acquisition of AHH On November 20, 2024, the Company completed the payment of SGD 7.8 million in cash for the acquisition of 100% of the voting equity interest in AHH and its subsidiaries, following the execution of a Share Purchase Agreement with Dr. Ewen Chee Yew Wen, Dr. Lee Tee Kit, Dr. Phua Vanessa Mae, Dr.
Additionally, we license the use of patent-pending and non-patented safety management methods to the MCs for procedures such as full-incision double eyelid surgery, lateral canthoplasty, brow lift procedures, cheek sagging prevention methods, hair removal safety management methods, tattoo removal treatments, and hyperhidrosis procedures. 20 The Company licenses the use of simulation technology to the MCs aimed at enhancing the skills, standardization, and education of professional staff that are providing medical services at the MCs’ clinics, and licenses the use of such technologies to the MCs.
Additionally, we license the use of patent-pending and non-patented safety management methods to the MCs for procedures such as full-incision double eyelid surgery, lateral canthoplasty, brow lift procedures, cheek sagging prevention methods, hair removal safety management methods, tattoo removal treatments, and hyperhidrosis procedures. 17 Table of Contents The Company licenses the use of simulation technology to the MCs aimed at enhancing the skills, standardization, and education of professional staff that are providing medical services at the MCs’ clinics, and licenses the use of such technologies to the MCs.
The management services that we provide to our franchisee clinics, through our subsidiaries, include but are not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking reservations for customers, assistance with franchisee employee housing rental, facility rentals, construction and design, medical equipment procurement ( resale ), the provision of cosmetic products to franchisees for resale at the franchise locations ( resale ), licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions for remote medical consultations, and payment tools for franchisee customers.
The management services that we provide to our franchisee clinics, through our subsidiaries, include but are not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking and reservation services for franchisee customers, assistance with franchisee employee housing rental, facility rentals, leasehold improvements and design, medical equipment procurement ( resale ), the provision of cosmetic products to franchisees for resale at the franchise locations ( resale ), licensure of the use of patented, patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions for remote medical consultations, and payment tools for franchisee customers.
If the total sales amount exceeds 100,000,000 yen per MCs, the maximum amount fee will be 10,000,000 yen. For the purposes of the PDISPA the total amount of sales means the amount of sales after discounting preferential tickets, and other campaigns and discounts.
If the total sales amount exceeds 100,000,000 yen per clinic, the maximum fee amount will be 10,000,000 yen. For the purposes of the PDISPA the total amount of sales means the amount of sales after discounting preferential tickets, and other campaigns and discounts.
We will continue to utilize our existing strategy of exploring opportunities for directly owned and operated clinics (including but not limited to merger and acquisition transactions) as well as additional franchisee clinics.
We will continue to utilize our existing strategy of exploring opportunities for additional franchisee and other alliance clinics, as well as directly owned and operated clinics (including but not limited to merger and acquisition transactions).
In addition, as part of managing the development and construction of franchisee clinics for the MCs, we must ensure that the applicable zoning, land use and environmental regulations in the applicable jurisdiction are being complied with.
In addition, as part of managing the development and renovation of franchisee clinics for the MCs, we must ensure that the applicable zoning, land use and environmental regulations in the applicable jurisdiction are being complied with.
The supplies are used for the diagnosis, treatment or prevention of human or animal diseases and are not quasi-drugs, regenerative medicine products or machinery and equipment such as dental materials and hygiene products and more specifically is used for treatment to reduce fat cells and improve body contours, wrinkle-improving injection, medical consumables, hyperhidrosis treatment.
The supplies are used for the diagnosis, treatment or prevention of human or animal diseases and are not quasi-drugs, regenerative medicine products, or machinery and equipment such as dental materials and hygiene products; and more specifically, are used for treatment to reduce fat cells and improve body contours, wrinkle-improving injections, medical consumables, and hyperhidrosis treatment.
The history of Legacy SBC began with the establishment of L’Ange Cosmetique Co., Ltd. in 2003 and SBCMG (formerly Aikawa Medical) in 2017 for the purpose of providing management services to medical corporations and the medical clinics of the medical corporations.
The history of Legacy SBC began with the establishment of L’Ange Cosmetique Co., Ltd. in 2003 and SBC Japan (formerly Aikawa Medical) in 2017 for the purpose of providing management services to medical corporations and the medical clinics of the medical corporations.
A Personal Information Handling Business Operator (as defined below) shall not transfer a person’s personal data to third parties, including its affiliated entities without the prior consent of the principal unless an exception applies (Article 27, Paragraph 1 of the APPI). 32 A “Personal Information Handling Business Operator” is defined as a person (including a judicial person and excluding any administrative organizations) providing a personal information database for use in business (Article 16, Paragraph 2).
A Personal Information Handling Business Operator (as defined below) shall not transfer a person’s personal data to third parties, including its affiliated entities without the prior consent of the principal unless an exception applies (Article 27, Paragraph 1 of the APPI). 26 Table of Contents A “Personal Information Handling Business Operator” is defined as a person (including a judicial person and excluding any administrative organizations) providing a personal information database for use in business (Article 16, Paragraph 2).
Patent Japan 7/25/2023 JP2023-120800 Application Pending A system for bone cutting and jaw reshaping procedures with compliance monitoring, display guide, adherence recording features, and the application of robotic technology. Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for osteotomy (upper and lower setback) method.
Patent Japan 7/25/2023 JP2023-120800 Application Pending A system for bone cutting and jaw reshaping procedures with compliance monitoring, display guide, adherence recording features, and the application of robotic technology. 71 Table of Contents Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system for osteotomy (upper and lower setback) method.
Patent Japan 7/25/2023 JP2023-120756 Application Pending System for Monitoring and Automating Fat Grafting Breast Enhancement Injection Procedures Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system related to the submammary method of breast augmentation by inserting artificial breast implants.
Patent Japan 7/25/2023 JP2023-120756 Application Pending System for Monitoring and Automating Fat Grafting Breast Enhancement Injection Procedures 60 Table of Contents Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system related to the submammary method of breast augmentation by inserting artificial breast implants.
These services include but are not limited to the use of payment tools at the point of sale for the MC’s collection of payment from customers of the franchisee clinics. 19 Additionally, we earn revenue through our points services, which involves managing the customer rewards program offered to customers of the franchisee clinics.
These services include but are not limited to the use of payment tools at the point of sale for the MC’s collection of payment from customers of the franchisee clinics. Additionally, we earn revenue through our points services, which involve managing the customer rewards program offered to customers of the franchisee clinics.
We believe we will be able to generate comparable franchisee clinic growth by growing our customer base through increased brand awareness, consistent delivery of quality surgical and non-surgical medical services by our clinic and our franchisee clinics, acquiring and developing cutting edge medical services to be licensed to our franchisee clinics, and franchisee clinic renovations.
We believe we will be able to generate comparable franchisee clinic growth by growing our customer base through increased brand awareness, consistent delivery of quality surgical and non-surgical medical services by our franchisee clinics and our clinics in Vietnam and Singapore, acquiring and developing cutting edge medical services to be licensed to our franchisee clinics, and franchisee clinic renovations.
We use review sites and word-of-mouth information to gather patient opinions and understand the potential for improvement of our franchised brand. 26 In terms of the number of clinics and development, we evaluate our regional competitiveness by comparing the number of clinics and the regions in which the franchisee clinics’ competitors operate.
We use review sites and word-of-mouth information to gather customer opinions and understand the potential for improvement of our franchised brand. In terms of the number of clinics and development, we evaluate our regional competitiveness by comparing the number of clinics and the regions in which the franchisee clinics’ competitors operate.
We do not currently have any pending or, to our knowledge, threatened claims against us or any of our subsidiaries relating to the infringement of any intellectual property rights owned by third parties. 65 It is possible that our current patent applications, or patents which we may later acquire or develop, may be successfully challenged or invalidated in whole or in part.
We do not currently have any pending or, to our knowledge, threatened claims against us or any of our subsidiaries relating to the infringement of any intellectual property rights owned by third parties. 73 Table of Contents It is possible that our current patent applications, or patents which we may later acquire or develop, may be successfully challenged or invalidated in whole or in part.
Patent Japan 8/25/2023 JP2023-136854 Application Pending System for manual monitoring, guidance, and recording of abdomen, waist, and lower back compression with robotics application Waist and waist S Compression method of liposuction — Amulet — Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system related to the method.
Patent Japan 8/25/2023 JP2023-136854 Application Pending System for manual monitoring, guidance, and recording of abdomen, waist, and lower back compression with robotics application 55 Table of Contents Waist and waist S Compression method of liposuction — Amulet — Manual compliance monitoring system, manual display guide system, manual compliance record system, and robotics application system related to the method.
Risk Factors — Risks Related to our Intellectual Property” for more information. Insurance We do not maintain product liability insurance for the medical devices, products, and equipment that we sell to the MCs are part of our provision of purchases services, since we are not the manufacturer of those products.
Risk Factors — Risks Related to our Intellectual Property” for more information. Insurance We do not maintain product liability insurance for the medical devices, products, and equipment that we sell to the MCs as part of our provision of purchasing services, since we are not the manufacturer of those products.
Patent Japan 7/25/2023 JP2023-120760 Application Pending The manual paper discusses the ENT method including systems for manual compliance monitoring, display guides, recording adherence and the use of robotics. Manual compliance monitoring systems, manual display guide systems, manual compliance recording systems, and robotics application systems related to MMBAG compression methods.
Patent Japan 7/25/2023 JP2023-120760 Application Pending The manual paper discusses the ENT method including systems for manual compliance monitoring, display guides, recording adherence and the use of robotics. 61 Table of Contents Manual compliance monitoring systems, manual display guide systems, manual compliance recording systems, and robotics application systems related to MMBAG compression methods.
We believe that we have the potential to increase global recognition of our brand. However, we cannot predict the time period over which we can achieve any level of franchisee clinic growth or whether we will achieve this level of growth at all.
We believe that we have the potential to increase global recognition of our brand. However, we cannot predict the time period over which we can achieve any level of franchisee and other alliance clinic growth or whether we will achieve this level of growth at all.
The JFTC issued the “Guidelines Concerning the Franchise System Under the Antimonopoly Act” on April 24, 2002 (last amended on June 23, 2011) (which we refer to as the “Guidelines”), under which the JFTC suggests that, prior to entering into a franchise relationship, a franchisor should adequately disclose and explain material trade terms to a potential franchisee in order to prevent any misunderstanding of the material trade terms, and to prevent such potential franchisee from being misled or improperly induced into entering into such franchise relationship.
The JFTC issued the “Guidelines Concerning the Franchise System Under the Antimonopoly Act” on April 24, 2002 (last amended on April 28, 2021) (which we refer to as the “Guidelines”), under which the JFTC suggests that, prior to entering into a franchise relationship, a franchisor should adequately disclose and explain material trade terms to a potential franchisee in order to prevent any misunderstanding of the material trade terms, and to prevent such potential franchisee from being misled or improperly induced into entering into such franchise relationship.
The Company, through its subsidiary SBC Sealane, provides construction and design management services to the MCs, by coordinating engagement with our preferred general contractors for the clinic construction and design, as well as overseeing the process. Medical Equipment and Supplies.
The Company, through its subsidiary SBC Sealane, provides leasehold improvements and design management services to the MCs, by coordinating engagement with our preferred general contractors for the clinic leasehold improvements and design, as well as overseeing the process. Medical Equipment and Supplies.
A decrease in the revenue of the MCs’ franchisee clinics as a result of such difficulties, delays, or failure would directly result in a reduction of the Company’s revenue since we receive substantial revenue from the MCs as part of our compensation for management services. 31 The Company and the MCs are subject to federal, state and local environmental laws and regulations globally concerning waste disposal, pollution, protection of the environment, and the presence, discharge, storage, handling, release and disposal of, or exposure to, hazardous or toxic substances (“environmental laws”).
A decrease in the revenue of the MCs’ franchisee and other alliance clinics as a result of such difficulties, delays, or failure would directly result in a reduction of the Company’s revenue since we receive substantial revenue from the MCs as part of our compensation for management services. 25 Table of Contents The MCs and the Company are subject to federal, state and local environmental laws and regulations globally concerning waste disposal, pollution, protection of the environment, and the presence, discharge, storage, handling, release and disposal of, or exposure to, hazardous or toxic substances (“environmental laws”).
The following table describes the primary use and regulatory status of each of the products that we resell: Available for Sale In Product Category Product Line Primary Use United States Vietnam Japan Cosmetics MT Stem Eye Cream Eye cream P P P Cosmetics MT Cleansing Gel Cleanser P P P Cosmetics MT Contour Lotion Toner P P P Cosmetics MT Essential Serum Serum P P P Cosmetics MT Contour B Cream moisturizing cream P P P Cosmetics MT Premium Coffret 2024 Skincare Set P P P Cosmetics MT Facial Foaming Wash face wash P P P Cosmetics MT Protect UV Gel sunscreen gel P P P Cosmetics MT Condense C Serum Serum P P P Cosmetics MT Crystal Shot Serum P P P The Company acts as a purchasing agent, for the following medical equipment: Embryo Scope, PQX Pico Laser, Nordlys, Coolsculpting ELITE, Stellar M22 IPL, General-purpose video scope for upper gastrointestinal tract GIF-1200N, Sperm motility analyzer with SMAS Biological Microscope, Surgitron DualEMC, Gas Sterilizer CT-540C, Centrifugal Separator H-36α.
The following table describes the primary use and regulatory status of each of the products that we resell: Available for Sale In 12 Table of Contents Product Category Product Line Primary Use United States Vietnam Thailand Japan Cosmetics MT Stem Eye Cream Eye cream P P P P Cosmetics MT Cleansing Gel Cleanser P P P P Cosmetics MT Contour Lotion Toner P P P P Cosmetics MT Essential Serum Serum P P P P Cosmetics MT Contour B Cream moisturizing cream P P P P Cosmetics MT Premium Coffret 2025 Skincare Set P P P P Cosmetics MT Facial Foaming Wash face wash P P P P Cosmetics MT Protect UV Gel sunscreen gel P P P P Cosmetics MT Condense C Serum Serum P P P P Cosmetics MT Crystal Shot Serum P P P P The Company acts as a purchasing agent, for the following medical equipment: Embryo Scope, PQX Pico Laser, Nordlys, Coolsculpting ELITE, Stellar M22 IPL, General-purpose video scope for upper gastrointestinal tract GIF-1200N, Sperm motility analyzer with SMAS Biological Microscope, Surgitron DualEMC, Gas Sterilizer CT-540C, Centrifugal Separator H-36α, and G-RO (automated vitrification system).
The Company, through its subsidiary Liesta, provides employee management services to the MCs, including assistance with the location and securement of rental housing in Japan for employees of the MCs as well as facility rentals in Japan for the MCs. Construction and Design.
The Company, through its subsidiary Liesta, provides employee management services to the MCs, including assistance with the location and securement of rental housing in Japan for employees of the MCs as well as facility rentals in Japan for the MCs. Leasehold improvements and Design.
The integration of advanced technologies, such as 5G/6G, allows for remote operations and consultations, enabling medical experts at our franchisee clinics to provide guidance and perform procedures from a distance, expanding access to specialized care and expertise. Supplementary information regarding other business activities and service overview diagram Subsidiaries under our group operate businesses not only our core medical business services.
The integration of advanced technologies, such as 5G/6G, allows for remote operations and consultations, enabling medical experts at our franchisee clinics to provide guidance and perform procedures from a distance, expanding access to specialized care and expertise. Supplementary information regarding other business activities and service overview diagram Subsidiaries within our group operate businesses beyond our core medical business services.
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Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+5 added−0 removed4 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+5 added−0 removed4 unchanged
2024 filing
2025 filing
Biggest changeUnregistered Stock Issuances Simultaneously with the closing of the Company’s Initial Public Offering on August 9, 2022, the Company consummated the sale of 634,375 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mehana Capital LLC (the “Sponsor”), including 63,000 Placement Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $6,343,750. 103 Stock Performance Graph As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required under this Item.
Biggest changeStock Performance Graph As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required under this Item. Item 6. [Reserved]. 105 Table of Contents
We also had two holders of record of our Public Warrants, consisting of 11,500,000 Public Warrants originally issued in Legacy Pono’s IPO and 634,375 Private Placement Warrants held by the Sponsor, with total of 12,134,375 warrants issued and outstanding.
We also had two holders of record of our warrants, consisting of 11,500,000 Public Warrants originally issued in Legacy Pono’s IPO and 634,375 Private Placement Warrants held by the Sponsor, with total of 12,134,375 warrants issued and outstanding.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock began trading on the Nasdaq Global Market under the symbol “SBC” and our warrants began trading on the Nasdaq Capital Market under the symbol “SBCWW” on September 18, 2024.
Item 5. Market for Reg istrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock began trading on the Nasdaq Global Market under the symbol “SBC” and our public warrants began trading on the Nasdaq Capital Market under the symbol “SBCWW” on September 18, 2024.
On March 21, 2025, the closing price of our common stock was $3.74 per share and the closing price of our warrants was $0.201. Holders of Record As of February 28, 2025, we had approximately 34 holders of record of our common stock, with 103,881,251 shares issued (including 270,000 shares of treasury stock) and 103,611,251 shares outstanding.
On June 30, 2025, our common stock was added to the Russell 3000® Index, Holders of Record As of February 28, 2026, we had approximately 21 holders of record of our common stock, with 103,881,251 shares issued, including 1,034,308 shares of treasury stock held by the Company and 270,000 shares held by our wholly owned subsidiary, and 102,576,943 shares outstanding.
Added
On March 20, 2026, the closing price of our common stock was $3.70 per share and the closing price of our warrants was $0.2975.
Added
Purchases of Equity Securities In May 2025, our board of directors approved a share repurchase program authorizing up to $5.0 million of repurchases, which was completed in July 2025.
Added
On December 29, 2025, our board of directors authorized an additional share repurchase program of up to $20.0 million, pursuant to which we may repurchase shares of our common stock from time to time. On December 31, 2025, we issued a press release announcing the authorization of the program.
Added
The program terminates on December 31, 2026, and may be modified, suspended or discontinued at any time in our discretion. We did not repurchase any shares of our common stock during the fourth quarter ended December 31, 2025.
Added
Unregistered Stock Issuances In February 2025, the Company issued 860,435 shares of common stock, with no proceeds, to Mehana Capital LLC as incentive shares pursuant to the Non-Redemption Agreements.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
60 edited+52 added−38 removed26 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
60 edited+52 added−38 removed26 unchanged
2024 filing
2025 filing
Biggest changeThe increase in gross profit by $18,746,469 or 13.65% was mainly due to the increase in franchising revenue with a relatively high gross margin as a result of the factors described above, offset by the decrease in management services revenue as a result of the factors described above. 107 Operating Expenses Operating expenses for the years ended December 31, 2024 and 2023 were as follows: For the Years Ended December 31, Variance 2024 2023 Amount % Salaries and welfare $ 26,843,524 $ 26,847,863 $ (4,339 ) (0.02 )% Depreciation and amortization expense 2,258,364 10,924,452 (8,666,088 ) (79.33 )% Impairment loss on intangible asset 15,058,965 — 15,058,965 100.00 % Consulting and professional service fees 14,555,087 9,481,719 5,073,368 53.51 % Advertising expense 2,782,944 3,367,608 (584,664 ) (17.36 )% Taxes and dues 596,122 1,904,967 (1,308,845 ) (68.71 )% Recruiting expense 1,570,299 2,038,591 (468,292 ) (22.97 )% Lease expense 2,369,666 2,897,683 (528,017 ) (18.22 )% Office, utility and other expenses 6,689,134 8,772,059 (2,082,925 ) (23.74 )% Misappropriation loss — 409,030 (409,030 ) (100.00 )% Stock-based compensation 13,022,692 — 13,022,692 100.00 % Total $ 85,746,797 $ 66,643,972 $ 19,102,825 28.66 % The operating expenses increased to $85,746,797 for the year ended December 31, 2024 by $19,102,825 or 28.66% from $66,643,972 for the same period in 2023.The increase in operating expenses was mainly attributed to the increase in impairment loss on intangible asset, the increase in stock-based compensation, and the increase in consulting and professional service fees, partially offset by the decrease in depreciation and amortization expenses.
Biggest changeOperating Expenses Operating expenses for the years ended December 31, 2025 and 2024 were as follows: For the Years Ended December 31, Variance 2025 2024 Amount % Salaries and welfare $ 26,472,154 $ 26,843,524 $ (371,370 ) (1.38 )% Depreciation and amortization expense 1,738,010 2,258,364 (520,354 ) (23.04 )% Impairment loss — 15,058,965 (15,058,965 ) (100.00 )% Consulting and professional service fees 17,022,128 14,555,087 2,467,041 16.95 % Advertising expense 3,122,660 2,782,944 339,716 12.21 % Taxes and dues 938,699 596,122 342,577 57.47 % Recruiting expense 703,213 1,570,299 (867,086 ) (55.22 )% Lease expense 2,404,101 2,369,666 34,435 1.45 % Office, utility and other expenses 7,396,359 6,689,134 707,225 10.57 % Stock-based compensation — 13,022,692 (13,022,692 ) (100.00 )% Total $ 59,797,324 $ 85,746,797 $ (25,949,473 ) (30.26 )% The operating expenses decreased to $59,797,324 for the year ended December 31, 2025 by $25,949,473, or 30.26%, from $85,746,797 for the year ended December 31, 2024.
Management Services Revenue The Company provides loyalty program management services, labor supporting services, function supporting services and management consulting services to MCs. ● Loyalty program management services 115 The Company awards loyalty points on behalf of MCs to MCs’ customers, who earn loyalty points from each qualified purchase made at the loyalty program participating clinics of MCs, in exchange for a handling fee.
Management Services Revenue The Company provides loyalty program management services, labor supporting services, function supporting services and management consulting services to MCs. • Loyalty program management services The Company awards loyalty points on behalf of MCs to MCs’ customers, who earn loyalty points from each qualified purchase made at the loyalty program participating clinics of MCs, in exchange for a handling fee.
As of December 31, 2024, the carrying value of the investments in the two MCs was higher than their net assets, respectively, because the Company acquired the equity interests with the considerations paid higher than the net asset values at the respective purchase dates due to the expected growth and expansion of the MCs.
As of December 31, 2025, the carrying value of the investments in the two MCs was higher than their net assets, respectively, because the Company acquired the equity interests with the considerations paid higher than the net asset values at the respective purchase dates due to the expected growth and expansion of the MCs.
The revenue is based on a percentage of the related payment amount made by MCs’ customers and is recognized when the loyalty points are awarded. At the time loyalty points are awarded, a MC pays the Company cash in an amount equivalent to the awarded loyalty points, which is recorded as advances from customers.
The revenue is based on a percentage of the related payment amount made by MCs’ customers and is recognized when the loyalty points are awarded. 115 Table of Contents At the time loyalty points are awarded, a MC pays the Company cash in an amount equivalent to the awarded loyalty points, which is recorded as advances from customers.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.
Our primary mission is to provide quality comprehensive management services to the Medical Corporations and expand our “Shonan Beauty Clinic” brand. We plan to achieve the mission by maintaining and strengthening our market position and brand in the cosmetic medical treatment management market in Japan, Vietnam, and the United States, and by growing our presence globally.
Our primary mission is to provide quality comprehensive management services to the MCs and expand our “Shonan Beauty Clinic” brand. We plan to achieve the mission by maintaining and strengthening our market position and brand in the cosmetic medical treatment management market in Japan, Vietnam and Singapore, and by growing our presence globally.
Results of Operations Comparison of Results of Operations for the Years Ended December 31, 2024 and 2023 The following table summarizes our operating income as reflected in our audited consolidated statements of operations and comprehensive income for the years ended December 31, 2024 and 2023, and presents information regarding amounts and percentage changes during those periods.
The following table summarizes our operating income as reflected in our consolidated statements of operations and comprehensive income for the years ended December 31, 2025 and 2024, and presents information regarding amounts and percentage changes during those periods.
The Company accumulates and tracks the points on behalf of MCs until the loyalty points expire, at which time the Company recognizes an amount equivalent to the expired loyalty points as revenue, which is normally not significant.
The Company accumulates and tracks the points on behalf of MCs until the loyalty points expire at which time the Company recognizes an amount equivalent to the expired loyalty points as revenue.
The Company’s accounts receivable includes balances due from customers for the services and goods provided by the Company and accepted by customers. As of December 31, 2024, the Company’s working capital balance was $123,259,130. In assessing liquidity, management monitors and analyzes the Company’s cash and cash equivalents, ability to generate sufficient future earnings, and operating and capital investment commitments.
The Company’s accounts receivable includes balances due from customers for the services and goods provided by the Company and accepted by customers. As of December 31, 2025, the Company’s working capital balance was $170,103,112. In assessing liquidity, management monitors and analyzes the Company’s cash and cash equivalents, ability to generate sufficient future earnings, and operating and capital investment commitments.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis summarize the significant factors affecting our operating results, financial condition, liquidity, and cash flows for the periods presented below.
Item 7. M anagement's Di scussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis summarize the significant factors affecting our operating results, financial condition, liquidity, and cash flows for the periods presented below.
Procurement Revenue The Company generates procurement revenue by purchasing primarily advertising services and medical materials from qualified vendors on behalf of MCs to maintain brand quality consistency. Procurement revenue is recognized at the point in time upon the delivery of products or over time as services are performed. Occasionally, the Company receives vendor discounts on certain large purchases.
The revenue is recognized over time as services are rendered. Procurement Revenue The Company generates procurement services revenue by purchasing primarily advertising services and medical materials from qualified vendors on behalf of MCs to maintain brand quality consistency. Procurement services revenue is recognized at the point in time upon the delivery of products or over time as services are performed.
All of the Medical Corporations are deemed to be related parties of the Company since relatives of the CEO of the Company are the members (or shain ) of general meetings of members of the Medical Corporations.
All of the Medical Corporations and General Incorporated Associations are deemed to be related parties of the Company since relatives of the CEO of the Company are the members* of general meetings of members** of the Medical Corporations or General Incorporated Associations.
When reviewing our consolidated financial statements, you should consider our selection of critical accounting policies, the judgments and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
When reviewing our consolidated financial statements, you should consider our selection of critical accounting policies, the judgments and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Business Combinations and Asset Acquisitions Business combinations are recorded using the acquisition method of accounting.
The Company currently generates its revenue from the following main sources: Franchising Revenue The Company generates franchising revenue (royalty income) by licensing its intellectual properties, including but not limited to the Company’s brand name (“Shonan Beauty Clinic”), trade name, patents, and trademarks, as a franchisor pursuant to franchise agreements with certain MCs (the “MCs”) in Japan.
The Company currently generates its revenue from the following main sources: Franchising Revenue The Company generates franchising revenue by licensing its intellectual properties, including but not limited to the Company’s brand name (“Shonan Beauty Clinic”), trade name, patents, and trademarks, and by providing consulting services to enhance the value of “Shonan Beauty Clinic” brand, as a franchisor pursuant to franchise agreements with the medical corporations (the “MCs”) in Japan.
We believe the accounting estimate for valuation of stock-based compensation is a critical accounting estimate because our estimates of fair value of stock-based compensation are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates.
We believe the accounting estimate for valuation of intangible assets and goodwill in connection with the business combination of Waqoo is a critical accounting estimate because our estimates of the fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates.
These revenues are recognized when the Company satisfies performance obligations. Long-term Investments in MCs — Related Parties Long-term investments in MCs — related parties represent the payments to obtain equity interests of the MCs in Japan, made by the Company through SBC Japan, a company designated as a MSC in Japan.
Long-term Investments in MCs — Related Parties Long-term investments in MCs — related parties represent the payments to obtain equity interests of the MCs in Japan, made by the Company through SBC Japan, a company designated as a MSC in Japan.
The decrease by $6,873,350 or 12.22% was mainly due to the Company’s effort of the cost reduction for the year ended December 31, 2024, as well as the discontinuation of clinic operation supporting services provided by Shobikai Sub to MCs since the third quarter of 2024, and the Company then terminated the employment of the related staff.
The decrease was mainly due to the Company’s effort of the cost reduction, as well as the discontinuation of clinic operation supporting services provided by Shobikai Sub to MCs since the third quarter of 2024, and the Company then terminated the employment of the related staff.
Although the Company, through SBC Medical Sub, has an equity “deposit” interest to the rights to receive a distribution of residual assets in proportion to the amount of contribution in certain circumstances as provided in the articles of incorporation of each of the Medical Corporations (except Medical Corporation Association Furinkai and Medical Corporation Association Junikai), the Company or SBC Medical Sub does not have voting control over the corporate actions at general meetings of members (or shain ) of the Medical Corporations per the requirements of the Japanese Medical Care Act.
Although the Company, through SBC Medical Sub, has an equity interest*** to the rights to receive a distribution of residual assets in proportion to the amount of contribution in certain circumstances as provided in the Japanese Medical Care Act and in the articles of incorporation (except Medical Corporation Association Furinkai, Medical Corporation Association Junikai, Medical Corporation Misakikai and General Incorporated Association Miotokai), the Company or SBC Medical Sub does not have voting control over the corporate actions at general meetings of members** of the Medical Corporations or General Incorporated Associations per the requirements of the Japanese Medical Care Act. 106 Table of Contents * “Members (or shain ) of general meeting of members (or shain )” means one of the organs of a Japanese Medical Corporation, and element of general meeting of members (as explained below) of the Medical Corporation.
The Company is an agent in the management of loyalty programs, and as a result, revenues are recognized net of the cost of redemptions. ● Labor supporting services The Company generates revenue by dispatching staff to MCs to provide a range of services, primarily including clinic operation, IT, and administrative services, among which, clinic operation service has been fully terminated since October 2024.
The Company is an agent in the management of loyalty programs, and as a result, revenues are recognized net of the cost of redemptions. • Labor supporting services The Company generates revenue by dispatching staff to MCs to provide a range of services, primarily including IT, and administrative services.
The CEO of the Company was previously a member of the six franchisee Medical Corporations until he ceased being a member in July 2023. The Company, through SBC Medical Sub, owns equity “deposit” interests (or mochibun ) of the Medical Corporations (except Medical Corporation Association Furinkai and Medical Corporation Association Junikai).
The CEO of the Company was previously a member* of the six franchisee Medical Corporations until he ceased being a member* in July 2023. The Company, through SBC Medical Sub, owns equity interests*** of six franchisee medical corporations.
The Company also awards certain points to MCs’ customers on behalf of MCs for free in order to increase the volume of MC’s sales, from which the Company earns other types of revenues, such as franchising revenue.
The Company also awards certain points to MCs’ customers on behalf of MCs for free in order to increase the volume of MC’s sales, from which the Company earns other types of revenues, such as royalty income. When a MC’s customers redeem such points, the Company reimburses MC in an amount equivalent to the used free points.
These clinics provide include but are not limited to breast augmentation, liposuction, rejuvenation treatments (including treatment of wrinkles, acne, scars, cellulite, excess fat, discoloration, and signs of aging), laser skin toning and spot removal, eyes double fold surgery, rhinoplasty, treatment of osmidrosis and hyperhidrosis, hair transplants, gynecological formation treatments, laser hair removal, face line surgeries, cosmetical dental procedures, tattoo removal, lasik eye surgery, lateral canthoplasty, brow lift procedures, androgenetic alopecia treatment, and cheek sagging prevention methods. 104 There are currently six medical corporations that the Company’s subsidiaries have entered into franchisor-franchisee contracts and service contracts, consisting of Medical Corporation Shobikai, Medical Corporation Kowakai, Medical Corporation Nasukai, Medical Corporation Aikeikai, Medical Corporation Jukeikai and Medical Corporation Ritz Cosmetic Surgery.
These treatment centers provide services including but are not limited to breast augmentation, liposuction, rejuvenation treatments (including treatment of wrinkles, acne, scars, cellulite, excess fat, discoloration, and signs of aging), laser skin toning and spot removal, eyes double fold surgery, rhinoplasty, treatment of osmidrosis and hyperhidrosis, hair transplants, gynecological formation treatments, laser hair removal, face line surgeries, cosmetic dental procedures, tattoo removal, lasik eye surgery, lateral canthoplasty, brow lift procedures, androgenetic alopecia treatment, and cheek sagging prevention methods.
Liquidity and Capital Resources As of December 31, 2024, the Company had $125,044,092 in cash and cash equivalents compared to $103,022,932 as of December 31, 2023. In addition, the Company had $30,260,113 in accounts receivable as of December 31, 2024 compared to $35,113,749 as of December 31, 2023.
Liquidity and Capital Resources As of December 31, 2025, the Company had $163,773,838 in cash and cash equivalents compared to $125,044,092 as of December 31, 2024. In addition, the Company had $29,899,751 in accounts receivable as of December 31, 2025 compared to $30,260,113 as of December 31, 2024.
Revenue amount represents the invoiced value, net of consumption tax and applicable local government levies, if any. The consumption tax on sales is calculated at 10% of gross sales.
Revenue amount represents the invoiced value, net of consumption tax and applicable local government levies, if any. The consumption tax on sales is calculated at 10% of gross sales. The Company does not have significant remaining unfulfilled performance obligations or contract balances.
Our wholly owned subsidiaries, SBC Medical Group Co., Ltd., a Japan corporation (“SBC Medical Sub”), L’Ange Cosmetique Co., Ltd., a Japan corporation (“Lange Sub”), and Shobikai Co., Ltd., a Japan corporation (“Shobikai Sub”), are each designated as a “medical service corporation” in Japan. In Japan, a medical service corporation is a legal entity that provides management service to “medical corporations”.
Our wholly owned subsidiary, SBC Medical Group Co., Ltd., a Japanese corporation (“SBC Medical Sub”, or “SBC Japan”), is designated as a “medical service corporation”. In Japan, a medical service corporation is a legal entity that provides management services to “medical corporations”.
The Company does not have significant remaining unfulfilled performance obligations or contract balances. 114 The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction.
The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction.
As the Company provides comprehensive management services to these two MCs, including accounting and bookkeeping services, the Company has access to MCs’ unaudited financial information. In addition to the external market conditions and trends within the MCs’ industry, the Company considered the MCs’ operating performance, such as sales, increase in sales, and net income (loss) when performing its qualitative assessment.
In addition to the external market conditions and trends within the MCs’ industry, the Company considered the MCs’ operating performance, such as sales, increase in sales, and net income (loss) when performing its qualitative assessment.
Investing Activities During the year ended December 31, 2024, net cash used in investing activities of $10,102,410 was mainly the result of payments made on behalf of a related party of $5.6 million, cash paid for acquisition of a subsidiary, net of cash received of $4.2 million, purchase of property and equipment of $2.6 million and purchase of convertible note of $1.7 million, partially offset by repayments from related parties of $6.6 million.
During the year ended December 31, 2024, net cash used in investing activities of $10,102,410 was mainly the result of payments made on behalf of related parties of $5.6 million, cash paid for acquisition of a subsidiary, net of cash received of $4.2 million, purchase of property and equipment of $2.6 million and purchase of convertible note of $1.7 million, partially offset by repayments from related parties of $6.6 million. 111 Table of Contents Financing Activities During the year ended December 31, 2025, net cash provided by financing activities of $38,292,183 was mainly due to the borrowings from bank and others of $34.8 million and the deemed contribution in connection with the price modification on disposal of property and equipment of $10.4 million, offset by repurchase of common stock of $5.0 million.
The management services are conducted through franchisor-franchisee contracts and/or service contracts between certain subsidiaries of the Company (SBC Medical Sub, Lange Sub, and Shobikai Sub) and the medical corporations that own all 241 of the treatment centers in Japan.
The management services are conducted through franchisor-franchisee contracts and/or service contracts between SBC Medical Sub and the medical corporations (and, where applicable, other entities) that own domestic franchisee treatment centers in Japan.
Financial Overview For the years ended December 31, 2024 and 2023, we generated revenues of $205,415,542 and $193,542,423, respectively, we reported net income attributable to SBC Medical Group Holdings Incorporated of $46,614,275 and $39,370,036, respectively, and cash flow provided by operating activities of $20,582,933 and $50,670,322, respectively. As of December 31, 2024, we had retained earnings of $ 189,463,007.
Financial Overview For the years ended December 31, 2025 and 2024, we generated revenues of $173,607,489 and $205,415,542, respectively, we reported net income attributable to SBC Medical Group Holdings Incorporated of $50,985,613 and $46,614,275, respectively, and cash flows provided by operating activities of $24,668,496 and $20,582,933, respectively. As of December 31, 2025, we had retained earnings of $240,448,620.
Financing Activities During the year ended December 31, 2024, net cash provided by financing activities of $22,965,400 was the result of proceeds from reverse recapitalization, net of transaction costs of $11.7 million, borrowings from a long-term loan of $6.6 million and borrowings from related parties of $5.5 million.
During the year ended December 31, 2024, net cash provided by financing activities of $22,965,400 was mainly due to the proceeds from reverse recapitalization, net of transaction costs of $11.7 million, borrowings from bank and others of $6.6 million and borrowings from related parties of $5.5 million. Recent Developments Announcement of Final Results of Tender Offer for Waqoo, Inc.
Rental Services Revenue The Company generates rental income from operating leases and sales-type leases, which is accounted for under ASC Topic 842.
Rental Services Revenue The Company generates rental income from operating leases and sales-type leases, which is accounted for under ASC Topic 842. Operating lease revenue is generally recognized on straight-line basis over the terms of the lease agreements and sales-type leases revenue is generally recognized on the lease commitment date.
The Company and its subsidiaries are primarily focused on providing comprehensive management services to franchisee clinics, including but not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking reservations for franchisee clinic customers, assistance with franchisee employee housing rentals and facility rentals, construction and design of franchisee clinics, medical equipment and medical consumables procurement ( resale ), the provision of cosmetic products to franchisee clinics for resale to clinic customers, licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions (including but not limited to remote medical consultations), management of the franchisee clinic’s customer rewards program (customer loyalty point program), and payment tools for the franchisee clinics.
We also support franchisee clinics through assistance with employee housing rentals and facility rentals, leasehold improvement services and design of clinics, medical equipment and medical consumables procurement ( resale ), the provision of cosmetic products to clinics for resale to clinic customers, licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions (including but not limited to remote medical consultations), management of the customer rewards program (customer loyalty point program), and payment tools.
The Company recognizes the revenue over the time when services are rendered. ● Function supporting services The revenue is derived from providing functional supporting services to MCs, such as accounting and human resources services.
The Company recognizes the revenue over the time when services are rendered. Starting from April 2025, the monthly fee for each clinic is determined using the same key criteria described above under “Franchising Revenue.” • Function supporting services The revenue is derived from providing functional supporting services to MCs, such as accounting and human resources services.
Japanese Yen (“JPY”) against the U.S. dollar depreciated during the year ended December 31, 2024, compared to the year ended December 31, 2023.
Japanese Yen (“JPY”) against the U.S. dollar appreciated during the year ended December 31, 2025, compared to the year ended December 31, 2024. The average rate against the dollar was 149.6233 yen for the year ended December 31, 2025 compared to 151.4405 yen for the year ended December 31, 2024.
Net Income (Loss) Attributable to Non-controlling Interests Net Income attributable to non-controlling interests was $75,617 for the year ended December 31, 2024, as compared to the net loss attributable to non-controlling interests of $809,430 for the year ended December 31, 2023, which was mainly due to the disposal of Cellpro on January 1, 2024.
Net Income Attributable to Non-controlling Interests Net income attributable to non-controlling interests was $59,410 for the year ended December 31, 2025, as compared to net income attributable to non-controlling interests of $75,617 for the year ended December 31, 2024.
Overall, the unfavorable impacts of the year-to-year foreign exchange rate changes on net revenues and net income were $15,954,241 and $3,545,053, respectively, for the year ended December 31, 2024.
Overall, the favorable impacts of the period-to-period foreign exchange rate changes on net revenues and net income were $2,083,191 and $620,557, respectively, for the year ended December 31, 2025.
The Company reviews the investments in MCs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, especially the investments in Medical Corporation Jukeikai (“MC Jukeikai”) and Medical Corporation Ritz Cosmetic Surgery (“MC Ritz”), which represent the vast majority of the Company’s investments in MCs balance.
The Company reviews the investments in MCs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, especially the investments in Medical Corporation Jukeikai (“MC Jukeikai”) and Medical Corporation Ritz Cosmetic Surgery (“MC Ritz”), which represent the vast majority of the Company’s investments in MCs balance. 116 Table of Contents Impairment Consideration of Investments in MC Jukeikai and MC Ritz Although these two MCs are non-profit entities, their principal operations are providing health care services and they derive primary source of their revenue from the sale of goods and services, rather than the fund contributions.
In addition, the Company has entered into service contracts since September 2023 with two additional medical corporations, Medical Corporation Association Furinkai and Medical Corporation Association Junikai (collectively with the six franchisee medical corporations, the “Medical Corporations” or “MCs”).
In addition, the Company has entered into service contracts since September 2023 with Medical Corporation Association Furinkai and Medical Corporation Association Junikai; and in July 2025 with Medical Corporation Misakikai and General Incorporated Association Miotokai, following the acquisition of MB career lounge Co., Ltd. (collectively with the seven franchisee medical corporations, the “Medical Corporations and/or General Incorporated Associations” or “MCs”).
Contractual Obligations Lease Agreements The Company has 95 leases classified as operating leases for offices and sublease purposes.
Contractual Obligations Lease Agreements The Company holds a significant number of leases classified as operating leases for offices and sublease purposes, and finance leases for certain medical and office equipment.
The Company recognizes the revenue over the time when services are rendered. ● Management consulting services The Company generates revenue by providing consulting services to MCs in relation to business operations of cosmetic dermatology. The Company recognizes the revenue over the time when services are rendered.
Starting from April 2025, the monthly fee for each clinic is determined using the same key criteria described above under “Franchising Revenue.” • Management consulting services The Company generates revenue by providing consulting services to MCs in relation to business operations of cosmetic dermatology. The Company recognizes the revenue over the time when services are rendered.
To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of indebtedness, equity financings or a combination of these potential sources of funds.
The Company believes that its current cash and cash equivalents from operations and borrowings from banks will be sufficient to meet its working capital needs for the next 12 months from the date of issuance of the audited financial statements included in this Annual Report. 110 Table of Contents To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of indebtedness, equity financings or a combination of these potential sources of funds.
For the years ended December 31, 2024 and 2023, we generated net revenues of $205,415,542 (JPY31,108 million) and $193,542,423 (JPY 27,198 million), respectively. For the years ended December 31, 2024 and 2023, we reported net income of $46,689,892 (JPY7,059 million) and $38,560,606 (JPY 5,419 million), respectively.
For the years ended December 31, 2025 and 2024, we generated net revenues of $173,607,489 (JPY25,976 million) and $205,415,542 (JPY31,108 million), respectively, we reported net income of $51,045,023 (JPY7,636 million) and $46,689,892 (JPY7,071 million), respectively.
As of December 31, 2024, future minimum borrowing payments are as follows: Years ending December 31, Principal Repayment 2025 $ 96,824 2026 66,580 2027 6,436,102 2028 — 2029 and thereafter — Total $ 6,599,506 113 Off-Balance Sheet Arrangements (Off-Balance Sheet Transactions) There are no off-balance sheet arrangements as of December 31, 2024 and 2023.
As of December 31, 2025, future minimum borrowing payments are as follows: Years ending December 31, Principal Repayment 2026 $ 9,099,046 2027 13,954,055 2028 7,437,818 2029 6,906,623 2030 5,435,942 Thereafter — Total $ 42,833,484 Off-Balance Sheet Arrangements (Off-Balance Sheet Transactions) There are no off-balance sheet arrangements as of December 31, 2025 and 2024.
The Company evaluates its capital allocation practices with the objective of enhancing shareholder value, while considering performance, the business environment, macroeconomic conditions and other relevant factors.
The Company evaluates its capital allocation practices with the objective of enhancing stockholder value, while considering performance, the business environment, macroeconomic conditions and other relevant factors. The Company expects to deploy capital for investment opportunities that align with its growth strategy, selectively pursuing prospects in the expanding global medical aesthetics market.
The main reasons for the variance of $11,873,119 in revenues, net per revenue stream are as follows: Franchising Revenue Franchising revenue for the year ended December 31, 2024 increased to $61,033,032 by $18,929,652 or 44.96% from $42,103,380 for the same period in 2023.
The main reasons for the variance of $31,808,053 in revenues, net per revenue stream are as follows: Franchising Revenue Franchising revenue for the year ended December 31, 2025 decreased to $45,943,241 by $15,089,791, or 24.72%, from $61,033,032 for the year ended December 31, 2024.
The Company currently expects the residual values at the dissolution of the MCs will not be less than the carrying values of the investments in MCs.
The Company currently expects the residual values at the dissolution of the MCs will not be less than the carrying values of the investments in MCs. The management is not aware of any legal or regulatory limitations on the Company’s ability to realize the full amount of proceeds generated from a liquidation of the MCs.
Further information regarding our business is provided in “Part 1, Item 1. Business” of this Annual Report.
Further information regarding our business is provided in “Part I, Item 1. Business” of this Annual Report. Results of Operations Comparison of Results of Operations for the Years Ended December 31, 2025 and 2024 Because we acquired control of Waqoo, Inc.
For the Years Ended December 31, 2024 2023 Variance Amount % of revenue Amount % of revenue Amount % Revenues, net (including net revenues provided to related parties) $ 205,415,542 100.00 % $ 193,542,423 100.00 % $ 11,873,119 6.13 % Cost of revenues 49,365,035 24.03 % 56,238,385 29.06 % (6,873,350 ) (12.22 )% Gross profit 156,050,507 75.97 % 137,304,038 70.94 % 18,746,469 13.65 % Operating expenses 85,746,797 41.74 % 66,643,972 34.43 % 19,102,825 28.66 % Income from operations 70,303,710 34.23 % 70,660,066 36.51 % (356,356 ) (0.50 )% Other income 3,152,107 1.53 % 2,919,269 1.51 % 232,838 7.98 % Income before income taxes 73,455,817 35.76 % 73,579,335 38.02 % (123,518 ) (0.17 )% Income tax expense 26,765,925 13.03 % 35,018,729 18.09 % (8,252,804 ) (23.57 )% Net income 46,689,892 22.73 % 38,560,606 19.93 % 8,129,286 21.08 % Less: net income (loss) attributable to non-controlling interests 75,617 0.04 % (809,430 ) (0.41 )% 885,047 (109.34 )% Net income attributable to SBC Medical Group Holdings Incorporated $ 46,614,275 22.69 % $ 39,370,036 20.34 % $ 7,244,239 18.40 % 105 Revenues, Net Revenues, net generated from different revenue streams consist of the following: For the Years Ended December 31, Variance 2024 2023 Amount % Franchising revenue $ 61,033,032 $ 42,103,380 $ 18,929,652 44.96 % Procurement revenue 54,814,399 53,186,662 1,627,737 3.06 % Management services revenue 53,113,155 72,282,549 (19,169,394 ) (26.52 )% Rental services revenue 16,141,714 7,336,768 8,804,946 120.01 % Others 20,313,242 18,633,064 1,680,178 9.02 % Total $ 205,415,542 $ 193,542,423 $ 11,873,119 6.13 % Revenues, net, increased by 6.13% from $193,542,423 for the year ended December 31, 2023 to $205,415,542 for the year ended December 31, 2024.
For the Years Ended December 31, 2025 2024 Variance Amount % of revenue Amount % of revenue Amount % Revenues, net (including net revenues provided to related parties) $ 173,607,489 100.00 % $ 205,415,542 100.00 % $ (31,808,053 ) (15.48 )% Cost of revenues (including cost of revenues from related parties) 46,323,767 26.68 % 49,365,035 24.03 % (3,041,268 ) (6.16 )% Gross profit 127,283,722 73.32 % 156,050,507 75.97 % (28,766,785 ) (18.43 )% Operating expenses (including selling, general and administrative expenses from related parties) 59,797,324 34.44 % 85,746,797 41.74 % (25,949,473 ) (30.26 )% Income from operations 67,486,398 38.87 % 70,303,710 34.23 % (2,817,312 ) (4.01 )% Other income (including other income from related party) 14,579,232 8.40 % 3,152,107 1.53 % 11,427,125 362.52 % Income before income taxes 82,065,630 47.27 % 73,455,817 35.76 % 8,609,813 11.72 % Income tax expense 31,020,607 17.87 % 26,765,925 13.03 % 4,254,682 15.90 % Net income 51,045,023 29.40 % 46,689,892 22.73 % 4,355,131 9.33 % Less: net income attributable to non-controlling interests 59,410 0.03 % 75,617 0.04 % (16,207 ) (21.43 )% Net income attributable to SBC Medical Group Holdings Incorporated $ 50,985,613 29.37 % $ 46,614,275 22.69 % $ 4,371,338 9.38 % Note: Percentages are calculated as a percentage of total revenue and may not sum due to rounding. 107 Table of Contents Revenues, Net Revenues, net generated from different revenue streams consist of the following: For the Years Ended December 31, Variance 2025 2024 Amount % Franchising revenue $ 45,943,241 $ 61,033,032 $ (15,089,791 ) (24.72 )% Procurement revenue 56,053,171 54,814,399 1,238,772 2.26 % Management services revenue 29,628,534 53,113,155 (23,484,621 ) (44.22 )% Rental services revenue 23,032,651 16,141,714 6,890,937 42.69 % Others 18,949,892 20,313,242 (1,363,350 ) (6.71 )% Total $ 173,607,489 $ 205,415,542 $ (31,808,053 ) (15.48 )% Revenues, net, decreased by 15.48% from $205,415,542 for the year ended December 31, 2024 to $173,607,489 for the year ended December 31, 2025.
It recognizes revenue based on actual payments and will return the over-collection resulting from such discounts to MCs.
Occasionally, the Company receives vendor discounts on certain large purchases. It recognizes revenue based on actual payments. Prior to June 2025, any over-collection resulting from such discounts was returned to MCs; since June 2025, it is retained for future transactions.
The Company expects to deploy capital for investment opportunities that align with its growth strategy, selectively pursuing prospects in the expanding global medical aesthetics market. 110 Cash Flows for the Years Ended December 31, 2024 and 2023 The following table provides a summary of our cash flows for the years indicated.
Cash Flows for the Years Ended December 31, 2025 and 2024 The following table provides a summary of our cash flows for the periods indicated.
This decrease was mainly due to a reduction in valuation allowance on deferred tax assets as described in the income tax expense comparison above. Net Income As a result of the foregoing, we reported a net income of $46,689,892 for the year ended December 31, 2024, representing an increase of $8,129,286 from $38,560,606 for the year ended December 31, 2023.
Net Income As a result of the foregoing, we reported a net income of $51,045,023 for the year ended December 31, 2025, representing an increase of $4,355,131 or 9.33% from $46,689,892 for the year ended December 31, 2024.
As of December 31, 2024, the future maturity of lease liabilities is as follows: Years ending December 31, Lease Payment 2025 $ 4,361,879 2026 712,869 2027 263,412 2028 109,906 2029 109,906 Thereafter 54,950 Total undiscounted lease payments 5,612,922 Less: imputed interest (29,874 ) Total operating lease liabilities $ 5,583,048 Bank and Other Borrowings The Company borrowed loans from various banks and a financial institution for working capital purpose.
As of December 31, 2025, the future maturity of lease liabilities is as follows: Years ending December 31, Finance Lease Operating Lease 2026 $ 133,483 $ 4,376,464 2027 77,228 2,389,691 2028 44,084 1,592,536 2029 7,387 240,370 2030 — 55,003 Thereafter — — Total undiscounted lease payments 262,182 8,654,064 Less: imputed interest (12,709 ) (100,847 ) Total lease liabilities $ 249,473 $ 8,553,217 113 Table of Contents Bank and Other Borrowings The Company borrowed loans from various banks and other financial institutions for working capital, security investments, and mergers and acquisitions purpose.
As a result, labor cost significantly decreased. Gross Profit Gross profit, for the year ended December 31, 2024, was $156,050,507 compared to $137,304,038 for the same period in 2023.
As a result, cost of revenues decreased overall, despite a partial offset from higher purchase costs resulting from the demand for replacing laser hair removal equipment from the MCs. Gross Profit Gross profit for the year ended December 31, 2025 was $127,283,722 compared to $156,050,507 for the year ended December 31, 2024.
Others The other revenues for the year ended December 31, 2024 increased to $20,313,242 by $1,680,178 or 9.02% from $18,633,064 for the same period in 2023. This increase was mainly due to the business expansion of the subsidiary acquired in April 2023, partially offset by the depreciation of JPY.
This increase was mainly due to the opening of new clinics resulting in the increased demand for medical equipment from new clinics and replacing laser hair removal equipment from existing clinics as well as the appreciation of JPY. 108 Table of Contents Others The other revenues for the year ended December 31, 2025 decreased to $18,949,892 by $1,363,350, or 6.71%, from $20,313,242 for the year ended December 31, 2024.
Cost of Revenues Cost of revenues, for the year ended December 31, 2024, was $49,365,035 compared to $56,238,385 for the same period in 2023.
The decrease was partially offset by revenues from Aesthetic Healthcare Holdings Pte. Ltd. and its subsidiaries, which were acquired in November 2024. Cost of Revenues Cost of revenues for the year ended December 31, 2025 was $46,323,767 compared to $49,365,035 for the year ended December 31, 2024.
This decrease was mainly due to (i) the discontinuation of clinic operation staff supporting services provided by Shobikai Sub to MCs since the third quarter of 2024, because the Company plans to merge Shobikai Sub with and into Lange Sub and the related business license, held by Shobikai Sub, will be invalid upon the merger, (ii) a significant decline in loyalty program management services revenue compared with 2023, primarily because the charge rate of handling fee decreased from 5% to 4%, and there were more free point redemptions, and (iii) the depreciation of JPY, partially offset by (i) the increase in revenue generated from management consulting services and loyalty program management services provided to two MCs that the Company started to conduct business since September 2023 (Medical Corporation Association Furinkai and Medical Corporation Association Junikai), (ii) the business expansion of MCs and (iii) the increase in the number of the clinics of MCs.
This decrease was mainly due to (i) the discontinuation of clinic operation staff supporting services that had been provided by Shobikai Sub to MCs since the third quarter of 2024, because the Company completed the merger of Shobikai Sub with and into Lange Sub and the related business license that was held by Shobikai Sub became invalid upon the completion of the merger in January 2025, (ii) the decrease in the revenue in connection with customer rewards program offered to customers of the franchisee clinics and (iii) the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by revenues from MB career lounge Co., Ltd., which was acquired in July 2025 and by the appreciation of JPY.
The Company, with the assistance of an independent valuation specialist, determined the fair value of the warrants recognized in the consolidated financial statements using the binomial option pricing model, and the equity value as of the grant date was estimated using 1) income approach with the discounted cash flow valuation method, which requires management to make significant estimates and assumptions related to forecasted revenues and cash flows and the discount rates, and 2) market approach with metrics of publicly traded companies or historically completed transactions of comparable businesses.
In a business combination or asset acquisition, the Company may recognize identifiable intangibles that meet either or both the contractual legal criterion or the separability criterion. 114 Table of Contents The Company, with the assistance of a third-party valuation specialist, determined the fair value of the intangible assets identified in conjunction with the acquisition of Waqoo was estimated using 1) income approach with the multi-period excess earnings method, which requires management to make significant estimates and assumptions related to forecasted revenues and cash flows and the discount rates.
During the year ended December 31, 2023, net cash provided by investing activities of $1,793,631 was mainly the result of proceeds from disposal of property and equipment of $8.0 million, sales of short-term investments of $4.1 million, and proceeds from surrender of life insurance policies of 4.0 million, and offset by payments made for the purchase of property and equipment of $8.5 million, purchase of short-term investments of $2.1 million and advances to related parties of $2.3 million.
Investing Activities During the year ended December 31, 2025, net cash used in investing activities of $20,971,552 was mainly the result of the equity method investments of $20 million, the cash paid for acquisition of subsidiaries, net of cash acquired of $22.9 million, offset by proceeds from redemption of life insurance policies of $17.7 million.
The decrease in income tax expense by $8,252,804 or 23.57% was mainly due to the increase in the deferred tax benefit as no valuation allowance on deferred tax assets of Lange Sub was reserved during the year ended December 31, 2024.
Income Tax Expense Income tax expense for the year ended December 31, 2025 was $31,020,607 compared to $26,765,925 for the year ended December 31, 2024. The increase in income tax expense by $4,254,682 or 15.90% was mainly due to the increase of deferred tax expenses recognized and the appreciation of JPY.
Removed
The spot rate against the dollar was 156.7890 yen on December 31, 2024 compared to 141.0350 yen on December 31, 2023 and the average rate against the dollar was 151.4405 yen for the year ended December 31, 2024 compared to 140.5261 yen for the same period in 2023.
Added
On September 17, 2024, Legacy SBC consummated its going-public business combination with Pono Capital Two, Inc. (“Business Combination”). In connection with the closing of the Business Combination, Pono Capital Two, Inc. changed its name to SBC Medical Group Holdings Incorporated and the Company’s common stock began trading on Nasdaq under the ticker symbol “SBC”.
Removed
This increase was mainly due to (i) a change in the billing base of royalty fees from a percentage of sales of MCs to a fixed amount for each clinic of MCs since April 2023 combined with an increase in the number of clinics operated by MCs, (ii) authorizing the six MCs, which are our main recurring customers, to use our patents and trademarks starting from September 2023, and (iii) the business expansion of the MCs, partially offset by the depreciation of JPY. 106 Procurement Revenue The procurement revenue for the year ended December 31, 2024 increased to $54,814,399 by $1,627,737 or 3.06% from $53,186,662 for the same period in 2023.
Added
The Company and its subsidiaries are primarily focused on providing comprehensive management services to franchisee clinics. These services include advertising and marketing across various platforms (such as social media networks), staff management (such as recruitment and training), booking and reservation services for franchisee clinic customers.
Removed
This increase was mainly due to the increase in the demand on medical materials due to the business expansion of MCs, partially offset by the depreciation of JPY. Management Services Revenue The management services revenue for the year ended December 31, 2024 decreased to $53,113,155 by $19,169,394 or 26.52% from $72,282,549 for the same period in 2023.
Added
Separately, we also enter into franchise arrangements with certain independently operated clinics in Japan pursuant to our Partner Doctor Independence Support Program Agreements, which differ in certain respects from our arrangements with the medical corporations and/or general incorporated associations.
Removed
Rental Services Revenue The rental services revenue for the year ended December 31, 2024 increased to $16,141,714 by $8,804,946 or 120.01% from $7,336,768 for the same period in 2023. This increase was mainly due to the increased demand for medical equipment from MCs due to the business expansion of MCs, partially offset by the depreciation of JPY.
Added
The Company’s subsidiaries have entered into franchisor-franchisee contracts and service contracts with seven medical corporations, consisting of Medical Corporation Shobikai, Medical Corporation Kowakai, Medical Corporation Nasukai, Medical Corporation Aikeikai, Medical Corporation Jukeikai, Medical Corporation Ritz Cosmetic Surgery and, effective as of June 2025, Medical Corporation Association Furinkai.
Removed
Depreciation and amortization expense decreased to $2,258,364 by $8,666,088 or 79.33% for the year ended December 31, 2024 from $10,924,452 for the same period in 2023, mainly because the decrease in amortization expense incurred from the intangible assets owned by Cell Pro Japan Co., Ltd.
Added
Each member (or shain ) of general meeting of members (or shain ) has one voting right. ** “General meeting of members (or shain )” means one of the organs of a Japanese Medical Corporation, and the highest decision-making body of the Medical Corporation, of which the main duties include the election and dismissal of directors (or riji ) and corporate auditors (or kanji ) of the Medical Corporation, and the approval of financial statements and statutory business reports of the Medical Corporation. *** “Equity interest (or mochibun )” means the right to receive distribution of the residual assets of a Japanese Medical Corporation in proportion to the amount of contribution (Article 10.3.3.2 brackets of the Supplementary Provision of the Japanese Medical Care Act.).
Removed
(“Cellpro”), a former subsidiary of the Company, due to the disposal of Cellpro on January 1, 2024.
Added
However, the procedures for an equity interest (or mochibun ) holder to exercise and realize the right to receive distribution of the residual assets of the Medical Corporation is more complicated than that of a stock corporation due to the restrictions under the Medical Care Act.
Removed
Consulting and professional service fees increased to $14,555,087 by $5,073,368 or 53.51% for the year ended December 31, 2024 from $9,481,719 for the same period in 2023, mainly due to the increase of the professional service fees incurred related to the business combination transaction. 108 Stock-based compensation relates to the warrants issued to the service provider that supported SBC’s listing process.
Added
("Waqoo") on December 19, 2025 and consolidated the financial information of Waqoo and its subsidiary on a three-month reporting lag, Waqoo’s results of operations did not impact our consolidated results for the year ended December 31, 2025.
Removed
These warrants were issued in November 2022 and became exercisable upon the consummation of business combination with Pono Two Capital, Inc., and the fair value was recognized as an expense.
Added
This decrease was mainly due to the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by the appreciation of JPY.
Removed
For the year ended December 31, 2024, the Company fully impaired an intangible asset, patent use right, because the estimated cash flows from the use and its eventual disposal of this intangible asset were determined to be negligible. This conclusion was reached through a careful decision-making process and was approved by the Company’s board of directors.
Added
Procurement Revenue The procurement revenue for the year ended December 31, 2025 increased to $56,053,171 by $1,238,772, or 2.26%, from $54,814,399 for the year ended December 31, 2024. This increase was mainly due to the appreciation of JPY.
Removed
Other Income (Expenses) Other income (expenses) for the years ended December 31, 2024 and 2023, were as follows: For the Years ended December 31, Variance 2024 2023 Amount % Interest income $ 19,943 $ 86,748 $ (66,805 ) (77.01 )% Interest expense (28,300 ) (45,292 ) 16,992 (37.52 )% Other income 4,810,008 3,623,332 1,186,676 32.75 % Other expenses (5,463,153 ) (745,519 ) (4,717,634 ) 632.80 % Gain on disposal of subsidiary 3,813,609 — 3,813,609 100.00 % Total $ 3,152,107 $ 2,919,269 $ 232,838 7.98 % Although an unrealized loss was recognized from the Company’s investment in a public entity with readily determinable fair value under other expenses, a gain on disposal of subsidiary was recorded due to the disposal of Cellpro on January 1, 2024.
Added
Management Services Revenue The management services revenue for the year ended December 31, 2025 decreased to $29,628,534 by $23,484,621, or 44.22%, from $53,113,155 for the year ended December 31, 2024.
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