2023 Q4 - Annual Report

FORM20-F Commission file number001-39809 MEDIROM HEALTHCARE TECHNOLOGIESINC.(Exact name of registrant as specified in its charter) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close ofthe period covered by the annual report: 4,882,500 Common Shares Yes☐No☒ Table of Contents If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or Section 15(d)of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted and posted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding12months (or for such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, oran emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" and "emerging growthcompany" in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements includedin this filing: U.S. GAAP☒International Financial Reporting Standards as issued by the International Accounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Act). Yes☐No☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmedby a court. Yes☐No☐ TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1 PART I. ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS2ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE2ITEM3.KEY INFORMATION2ITEM4.INFORMATION ON THE COMPANY34ITEM4.A. UNRESOLVED STAFF COMMENTS60ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS60ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES76ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS83ITEM8.FINANCIAL INFORMATION86ITEM9.THE OFFER AND LISTING86ITEM10.ADDITIONAL INFORMATION87ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK95ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES97 PART II. ITEM13.DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES100ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS100ITEM15.CONTROLS AND PROCEDURES100ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT101ITEM16B. CODE OF ETHICS AND BUSINESS CONDUCT101ITEM16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES101ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES102ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND