Form SCHEDULE 13D/A Medirom Healthcare Techn Filed by: Eguchi Kouji
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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MEDIROM Healthcare Technologies Inc. (Name of Issuer) |
Common Shares, no par value per share (Title of Class of Securities) |
(CUSIP Number) |
Kouji Eguchi c/o COZY LLC 3-5-1 Itabashi #1504, Itabashi-ku Tokyo, M0, 173-0004 81 (90) 1847-3740 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/27/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Kouji Eguchi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,031,558.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
With respect to rows 7, 9, and 11 immediately above, the aggregate amount of shares beneficially owned by Kouji Eguchi reflects (i) 1,797,515 Common Shares, no par value per share (the "Common Shares"), of the Issuer held by Mr. Eguchi, (ii) 22,543 American Depositary Shares of the Issuer, each representing one Common Share (the "ADSs"), held by COZY LLC, a limited liability company (godo kaisha) organized under the laws of Japan that is wholly owned and controlled by Mr. Eguchi ("COZY"), (iii) an aggregate of 186,500 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, and (iv) 25,000 Common Shares held by COZY.
With respect to row 13 immediately above, the percentage is based on (i) 7,901,950 Common Shares issued and outstanding as of June 30, 2025, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on October 21, 2025, and (ii) 186,500 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, which are deemed to be outstanding for the purpose of computing the percentage of outstanding securities owned by Mr. Eguchi.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
COZY LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
47,543.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.60 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
With respect to rows 7, 9, and 11 immediately above, the aggregate amount of shares beneficially owned by COZY reflects (i) 22,543 ADSs of the Issuer held by COZY and (ii) 25,000 Common Shares held by COZY.
With respect to row 13 immediately above, the percentage is based on 7,901,950 Common Shares issued and outstanding as of June 30, 2025, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the SEC on October 21, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value per share | |
| (b) | Name of Issuer:
MEDIROM Healthcare Technologies Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2-3-1 Daiba, Minato-ku, Tokyo,
JAPAN
, 135-0091. | |
Item 1 Comment:
This amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the SEC on January 25, 2023 (as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on September 2, 2025, the "Schedule 13D"), relating to the Common Shares of the Issuer. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.
This Amendment No. 2 is being filed to update the number of common shares beneficially owned by Kouji Eguchi and the aggregate percentage of the Issuer's Common Shares beneficially owned by Mr. Eguchi to reflect Mr. Eguchi's (i) grant of stock options to purchase 36,500 common shares at an exercise price of $1.74, which options were granted to Mr. Eguchi on July 18, 2025, become exercisable on July 18, 2026, and expire on July 17, 2030; and (ii) the transfer of 79,945 common shares to an unrelated third party for no consideration on August 27, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as follows:
The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
Kouji Eguchi beneficially owns an aggregate of 2,031,558 Common Shares, representing 25.11% of the outstanding Common Shares.
For purposes of this Statement, Mr. Eguchi has assumed that the total number of the Issuer's issued and outstanding Common Shares is 8,088,450, which is based on (i) 7,901,950 Common Shares issued and outstanding as of June 30, 2025, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the SEC on October 21, 2025, and (ii) 186,500 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, which are deemed to be outstanding for the purpose of computing the percentage of outstanding securities owned by Mr. Eguchi.
COZY beneficially owns an aggregate of 47,543 Common Shares, representing 0.60% of the outstanding Common Shares. As COZY is 100% owned by Mr. Eguchi, he has sole voting and dispositive power over these Common Shares and is deemed to be the beneficial owner of the Common Shares held by COZY.
For purposes of this Statement, COZY has assumed that the total number of the Issuer's issued and outstanding Common Shares is 7,901,950, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the SEC on October 21, 2025.
The Reporting Person is also the holder of one Class A Share of the Issuer. The Issuer has one Class A Share issued and outstanding as of the date of this Amendment No. 1.
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| (b) | See item 5(a) immediately above. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
On August 27, 2026, Mr. Eguchi transferred 79,945 common shares to an unrelated third party for no consideration.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and restated as follows:
The relationships between the Reporting Persons described in Items 2 and 5(a) above are incorporated herein by reference.
In addition, Kouji Eguchi holds 186,500 stock options of the Issuer, granting Mr. Eguchi the right to purchase up to 186,500 Common Shares as detailed below.
Total Total Number
Number of of Common
End of Exercise Stock Shares
Beginning of Exercise Price Options Underlying
Grant Date Exercise Period Period (per share) Granted Stock Options
10/30/2020 10/1/2021 9/30/2026 JPY 2,000 150,000 150,000
7/18/2025 7/18/2026 7/17/2030 $ 1.74 36,500 36,500
The stock options held by Mr. Eguchi granted in July 2025 may only be exercised upon the achievement of certain revenue targets by the Issuer, which are set forth in more detail in the 11th Series Stock Option Allotment Agreement, a copy of which is attached hereto as Exhibit 99.3 (the "11th Series Option Agreement"). The foregoing description of the stock options is a summary only and does not purport to be complete and is qualified in its entirety by the full text of the 8th Series Stock Option Allotment Agreement, a copy of which is attached hereto as Exhibit 99.2, and the 11th Series Option Agreement, which together are incorporated herein by reference.
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| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement
99.2* 8th Series Stock Option Allotment Agreement, dated October 15, 2020, between the Issuer and Kouji Eguchi [English Translation] (incorporated by reference to Exhibit 99.2 to Amendment No. 1 to the Schedule 13D filed with the SEC on September 2, 2025).
99.3*11th Series Stock Option Allotment Agreement, dated July 7, 2025, between the Issuer and Kouji Eguchi [English Translation] (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Schedule 13D filed with the SEC on September 2, 2025).
99.4*Share Transfer Agreement, dated August 27, 2026.
*Certain personally identifiable information in this exhibit was omitted pursuant to Item 601(a)(6) of Regulation S-K by means of redacting a portion of the text and replacing it with [***].
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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