SBC Medical Group Holdings (SBC) Registration Filing summary

Company overview and business model

• Operates as a management company for cosmetic treatment centers, primarily in Japan, with additional presence in Vietnam, Singapore, and the US.

• Provides comprehensive management services to franchisee clinics, including marketing, staff management, IT solutions, and procurement.

• Controls a network of 258 treatment centers in Japan as of September 30, 2025, through franchisor-franchisee and service contracts.

• Designated as a "controlled company" under Nasdaq rules, with the CEO holding over 90% of voting power as of December 23, 2025.

Financial performance and metrics

• As of December 26, 2025, the aggregate market value of outstanding common stock held by non-affiliates was approximately $43.8 million, based on 102,576,943 shares issued and outstanding and a closing price of $4.44 per share.

Use of proceeds and capital allocation

• Net proceeds from the offering will be used for general corporate purposes, with temporary investment in short-term securities.

• Up to $139.5 million may be received from the exercise of warrants, to be used for general corporate purposes.

• No proceeds will be received from securities sold by selling securityholders.