Medirom Healthcare Technologies Inc. (Form: 6-K, Received: 12/09/2022 16:16:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2022

Commission File Number 001-39809

MEDIROM HEALTHCARE TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

2-3-1 Daiba, Minato-ku
Tokyo 135-0091, Japan

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Issuance of Convertible Corporate Bonds

On December 9, 2022, MEDIROM Healthcare Technologies Inc. (the “Company”) entered into the First Unsecured Convertible-Type Corporate Bonds with Share Options Purchase Agreement (the “Purchase Agreement”), with Kufu Company Inc., a corporation organized under the laws of Japan, as bond holder and purchaser (the “Bond Holder”), in connection with a proposed sale and issuance of JPY 500,000,000 aggregate principal amount of the Company’s convertible corporate bonds (the “Bonds”) due 2027. In connection with the proposed sale of the Bonds, the Company and the Bond Holder also entered into a framework agreement with respect to business opportunities related to the Company’s relaxation salon business and MOTHER Bracelet^®, the smart tracker developed by the Company.

The Purchase Agreement includes customary representations, warranties, and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Bonds Holder against damages, losses, or expenses incurred as a result of any breach of the terms of the Purchase Agreement by the Company.

The proposed sale of the Bonds is expected to close on December 28, 2022 (the “Closing Date”), upon which the Bonds will be issued to the Bond Holder under the Terms of First Unsecured Convertible-Type Corporate Bonds with Share Options Purchase Agreement of the Company pursuant to the Companies Act of Japan (the “Indenture”). According to the Indenture, the Bonds will be unsecured, accrue interest at a rate of 5.0% per annum, payable on June 30, 2023 and semi-annually thereafter, and will mature on December 28, 2027 (the “Maturity Date”), unless earlier redeemed or converted. At any time between the six-month anniversary date of the Closing Date (the “Conversion Start Date”) and before the close of business on the Maturity Date, the Bond Holder may convert the Bonds at its option, in whole or in part, into the common shares, no par value, of the Company (the “Common Shares”), at the conversion price, which is equal to the product of (a) the one-month average trading price of the American Depository Shares (“ADSs,” and each, an “ADS”), each ADS representing one Common Share, on the Nasdaq Capital Market, prior to December 9, 2022, multiplied by (b) 0.95, subject to other customary adjustments upon the occurrence of certain events. The Bond Holder may also exercise its put option to demand the redemption of the Bonds by the Company, in whole or in part, any time after the Conversion Start Date. Additionally, according to the Indenture, the Bond Holder will have the right to exercise its put option, or to convert the Bonds into the Common Shares, in each case in whole or in part, prior to the Conversion Start Date, upon the occurrence of, among other things, either of the following: (i) ADSs becoming subject to delisting from the Nasdaq Capital Market; (ii) the Company becoming delinquent with respect to its reporting obligations, (iii) bankruptcy of the Company, (iv) insolvency of the Company, and (v) the Company incurring consecutive operating loss for the years ending December 31, 2022 and 2023.

Pursuant to the Purchase Agreement, the closing is subject to the following conditions precedent: (i) an extension of certain exclusivity provisions under the Development and Production Agreement, dated as of August 4, 2020, as further amended by the Amendment to Development and Production Agreement, dated as of February 15, 2022, by and between the Company and Matrix Industries, Inc., and (ii) the timely public disclosure of the Company’s interim financial results for the six months ended June 30, 2022. The Purchase Agreement also contains other customary conditions precedent. According to the terms of the Purchase Agreement and Indenture, the Bonds will contain customary terms and covenants, including that upon certain events of default accruing and continuing, the principal amount of, and all accrued and unpaid interest on, all of the Bonds then outstanding will immediately become due and payable without any further action or notice by any party.

The gross proceeds from the sale of the Bonds are expected to be JPY 500,000,000. The Company intends to use the proceeds from the sale of the Bonds to continue developing MOTHER Bracelet^®, analyze data obtained by MOTHER Bracelet^®, and for other purposes to be agreed upon between the Company and the Bond Holder. The Company has not determined the amount of proceeds to be used specifically for the foregoing purposes.

The Bonds will be issued and sold outside the United States in reliance upon the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds, the Common Shares issuable upon the conversion of the Bonds, and any ADSs that may represent such Common Shares issuable upon the conversion of the Bonds have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.

Capital Alliance with Kufu Company Inc.

In connection with the proposed sale of the Bonds, the Company and the Bond Holder also entered into a Capital Alliance Agreement (the “Capital Alliance Agreement”), which will become effective on the Closing Date. The Capital Alliance Agreement sets out the framework under which the Company and the Bond Holder will jointly evaluate opportunities related to the Company’s relaxation salon business and MOTHER Bracelet^®, the smart tracker developed by the Company. Under the Capital Alliance Agreement, the Company and the Bond Holder may enter into a separate agreement to set out the scope and details of a strategic partnership to further explore certain business opportunities together, without any obligation on either party to do so. The Capital Alliance Agreement also contains anti-dilution provision for the Bond Holder in the event of new Common Share issuance by the Company, and grants to the Bond Holder certain board observer rights and information and access right.

The above description of each of the Purchase Agreement, the Indenture, and the Capital Alliance Agreement is a summary and does not purport to be complete. Copies of the Purchase Agreement, the Indenture, and the Capital Alliance Agreement are attached hereto as Exhibits 4.1, 4.2, and 10.1, respectively, and the above summaries are qualified in their entirety by reference to the terms of each of the Purchase Agreement, the Indenture and the Capital Alliance Agreement set forth in such exhibits.

Issuance of Press Release

On December 9, 2022, the Company issued a press release announcing the entry in the Purchase Agreement and the Capital Alliance Agreement in connection with the proposed sale and issuance of the Bonds.

The press release furnished as Exhibit 99.1 to this report on Form 6-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

EXHIBIT INDEX

Exhibit No.		Description
4.1*		Purchase Agreement, dated December 9, 2022, by and between the Company and the Bond Holder [English Translation]
4.2		Indenture, dated December 9, 2022 [English Translation]
10.1*		Capital Alliance Agreement, dated December 9, 2022, by and between the Company and the Bond Holder [English Translation]
99.1		Press release of the Company, dated December 9, 2022

* Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Securities Act, certain information contained in this exhibit has been omitted because such information is not material and is the type of information that the Company treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDIROM HEALTHCARE TECHNOLOGIES INC.

Date: December 9, 2022	By:	/s/ Fumitoshi Fujiwara
		Name: Fumitoshi Fujiwara
		Title: Chief Financial Officer

Exhibit 4.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

MEDIROM Healthcare Technologies Inc.

1st Unsecured Convertible-Type Corporate Bonds with Share Options

PURCHASE AGREEMENT

This Purchase Agreement (hereinafter referred to as the "Agreement") was made and entered into as of December 9, 2022, by and between MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”) and Kufu Company Inc. (hereinafter referred to as the “CB Holder”) with respect to 1st unsecured convertible-type corporate bonds with share options, JPY 500,000,000 of the value (hereinafter referred to as the "CBs"), which are projected to be issued by the Issuer and purchased by the CB Holder on December 28, 2022. The terms used in this Agreement shall have the meanings defined in the Terms of the CBs in Schedule 1 (hereinafter referred to as the "Terms of CBs") unless otherwise provided for in this Agreement or unless the context otherwise requires or unless the definitions set forth in Schedule 4. In addition, Schedule 1 to 3 attached at the end of this Agreement shall form an integral part of this Agreement.

Article 1 (Issue and Purchase)

The Issuer shall issue the CBs on December 28, 2022 or the date agreed upon by the Issuer and the CB Holder which shall be within 30 days from the satisfaction of conditions precedent or waivers thereof by the CB Holder, in the event that any conditions precedent set forth in Paragraph 3 are not satisfied (the "Issue Date") pursuant to the Terms of CBs, and the CB Holder shall purchase the total number of the CBs under the terms and conditions of this Agreement.

The payment for the CBs shall be made on the Issue Date.

Article 2 (Payment on the Payment Date)

Pursuant to the provisions of this Agreement, the CB Holder shall make payment to the Issuer on December 28, 2022, by remitting the amount to be paid in for the price of the CBs (JPY 500,000,000) to the following.

[***]

Article 3 (Conditions Precedent for Payment)

The CB Holder shall perform its obligations set forth in Article 2 on the Issue Date, subject to all of the conditions set forth in the following items being satisfied; provided, however, that the CB Holder may, at its discretion, waive any of the conditions set forth herein:

(1)

Details of capital alliance (hereinafter referred to as the “Alliance Agreement”) are agreed separately between the Issuer and the CB Holders and the Capital Alliance Agreement remains in effect.

(2)

As of the Issue Date, the Issuer maintains a listing on the NASDAQ Stock Exchange, on which the American Depository Receipts representing the Issuer's common shares are listed. Even in this case, this item shall not be satisfied if the Issuer did not take an appropriate appeal process in response to a notice stating that the Issuer hits delisting standards;

(3)

A written form of agreement whereby the exclusivity, which was granted to the Issuer by Matrix Industries, Inc. (hereinafter referred to as “Matrix”) under the Development and Production Agreement dated on August 4, 2020 and the Amendment to Development and Production Agreement dated on February 15, 2022, of [***] and [***], of a purchase right for modules made by Matrix ([***]), will be extended to [***] is executed, and Matrix may not sell or distribute modules manufactured by Matrix within such [***] and [***] under the exclusivity until [***].

(4)

The Issuer’s semi-annual report for the first half of the fiscal year of 2022 that is required for the Issuer to disclose under the listing rule of NASDAQ Stock Exchange and other rules or directions has been disclosed lawfully and effectively.

(5)

The representations and warranties of the Issuer as set forth in Paragraph 1 of Article 7 hereof and the Alliance Agreement are true and accurate in material respects as of the date of execution of this Agreement and the Issue Date;

(6)

The Issuer has performed or satisfied in a material respect the matters to be performed or satisfied by the Issuer by the Issue Date hereunder and the Alliance Agreement;

(7)

The board of directors of the Issuer has resolved to approve the issue of the CBs, and such resolution remains in effect.

(8)

The procedures required to duly and validly implement the issuance of the CBs have been duly and validly completed and remains in effect;

(9)

There is no lawsuit or the like pending or existing to seek injunction against whole or a part of the issuance of CBs, and there is no judicial or administrative decision or the like to the effect that this transaction is restricted or prohibited in whole or in part; and

(10)

For the period from the execution date of this Agreement to the Issue Date, no event that could have a material adverse effect on Issuer’s or its subsidiaries’ operation, financial conditions, operating results, cash flow, assets, liabilities, or business plan has occurred or been identified, and there is no likelihood of such event.

The Issuer shall exert the best efforts to satisfy the conditions precedent set forth in the preceding paragraph by the Issue Date.

Article 4 (Transfer of CBs)

The CB Holder may not transfer the CBs to a third party, provided, however, that this shall not apply in case where the board of directors of the Issuer approves in writing in advance (even in such case, the transferee shall not be an anti-social force). In addition, this article shall not preclude the CB Holder from transferring common shares obtained after conversion of the CBs.

Article 5 (Non-Establishment of Bond Manager)

Pursuant to the proviso of Article 702 of the Companies Act, there is no bond manager being established for the CBs. The CB Holder shall manage the CBs and be responsible to take necessary acts to realize its own right.

Article 6 (Use of Funds)

The Issuer shall use the funds received through the payment of the CBs for the purpose of continuously developing MOTHER Bracelet developed by the Issuer, analyzing the data obtained therefrom, providing the services set forth in the Alliance Agreement to be concluded separately, and other matters agreed upon by the Issuer and the CB Holders.

Article 7 (Representations and Warranties)

The Issuer represents and warrants to the CB Holder that the matters set forth in Schedule 2 are true and correct as of the date of execution of this Agreement and the date of payment (provided, however, that if the time of representation and warranty is specified in each item of Schedule 2, it shall apply at that time).

The CB Holder represents and warrants to the Issuer that the matters set forth in Schedule 3 are true and correct as of the date of execution of this Agreement and the date of payment (provided, however, that if the time of representation and warranty is specified in each item of Exhibit 3, it shall apply at that time).

Article 8 (Covenants)

The Issuer shall notify the CB Holder of any breach of the representations and warranties of the Issuer set forth in Paragraph 1 of Article 7, any breach of its obligations hereunder, or any receipt of notice issued by the U.S. Securities and Exchange Commission or the NASDAQ Stock Exchange of any breach of U.S. securities laws or any violation of listing rules, or any likelihood thereof.

During the period from the execution date hereof to the issuance of the CBs, the Issuer shall execute its business operation, and manage and operate assets of each of the Issuer and its subsidiaries to the extent of the ordinary course of and substantially equivalent to the business being carried out prior to the execution date hereof.

In the event that, after the issuance of common shares of the Issuer upon conversion of the CBs, the CB Holder acquires American depository receipts by depositing such common shares and the holding period for restriction on sale under the U.S. securities law attached to such American depository receipts has passed, the Issuer shall cooperate with procedures for registration of securities and other necessary legal procedures under the U.S. securities law so that such American depository receipts may be sold at any time the CB holder would intend.

The CB Holder shall notify the Issuer of any breach of the representations and warranties of the CB Holder set forth in Paragraph 2 of Article 7, any breach of its obligations hereunder, or any likelihood thereof.

In the event that the Issuer and the CB Holder agree that the Issue Date will be any date other than December 28, 2022 pursuant to Paragraph 1 of Article 1, the Issuer shall pass a resolution of the Board of Directors within three business days after the agreement.

With respect to the purchase of the CBs, in the event that the CB Holder holds any material non-public information obtained from the Issuer, the CB Holder shall not sell, transfer, offer to transfer, or create a security interest on the CBs and common shares acquired after conversion of the CBs until such material non-public information is published by the Issuer.

Article 9 (Indemnification)

In the event of any breach of the obligations of the Issuer under this Agreement or any breach of the representations and warranties of the Issuer set forth in Paragraph 1 of Article 7, the Issuer shall compensate or indemnify for any damages, losses or expenses (including reasonable attorney fees) suffered by the CB Holder. Any damages incurred by the Issuer or its subsidiaries arising out of or in connection with breach of Issuer’s representations and warranties hereunder or breach of Issuer’s duties hereunder shall be deemed as damages incurred by the CB Holders in accordance with the contribution ratio of the CB Holder to the Issuer calculated based on an assumption that all CBs were converted at the time of the issuance.

In the event of any breach of the obligations of the CB Holder under this Agreement or any breach of the representations and warranties of the CB Holder set forth in Paragraph 2 of Article 7, the CB Holder shall compensate or indemnify for any damages, losses or expenses (including reasonable attorney fees) suffered by the Issuer.

Article 10 (Termination)

In the event any of the following events occurs, the Issuer may terminate this Agreement by giving a written notice to the CB Holder, provided, however, that the Issuer may no longer terminate after the CBs have been issued:

(1)

There is any CB Holder’s material breach of obligations under this Agreement and such breach is not cured within 10 business days from the date of a demand made by the Issuer to the CB Holder in writing;

(2)

Any material breach of the representations or warranties of the CB Holder under Paragraph 2 of Article 7 occurs, and results in impracticability to maintain essential terms of the representations or warranties; and

(3)

A petition has been filed against the CB Holder for commencement of bankruptcy proceedings, etc.

(4)

No payment for the CBs was made by March 31, 2023 without any reason attributable to the CB Holder.

In the event of any of the following events occurs, the CB Holder may terminate this Agreement by giving a written notice to the Issuer, provided, however, that the CB Holder may no longer terminate after the CBs have been issued:

(1)

There is any Issuer’s material breach of obligations under this Agreement and, such breach is not cured within 10 business days from the date of a demand made by the CB Holder to the Issuer in writing;

(2)

Any material breach of the representation or warranty of the Issuer under Paragraph 1 of Article 7 occurs, and results in impracticability to maintain the essential terms of the representations or warranties; and

(3)

A petition has been filed against the Issuer for commencement of bankruptcy proceedings, etc.

Termination of this Agreement shall be permitted in accordance with this article and for the whole of this Agreement only. Unless processed under this article, the parties hereto shall not terminate this Agreement, nor shall the parties terminate this Agreement in part, regardless of any breach of contract, nonconformity to terms of contract, tort, statutory liability, or any other cause of action.

Claims for damages or indemnification under Article 9 shall not be prevented by termination of this Agreement under this article.

Article 11 (Exclusion of Antisocial Forces)

The Issuer and the CB Holder represent and warrant to the other party, as of the execution date hereof and the Issue Date, that it does not fall within categories of any anti-social force and assures that it will not fall within those categories in future.

The Issuer and the CB Holder shall not engage in anti-social activities by themselves or by using a third party on or after the date of this Agreement.

In the event the Issuer or the CB Holder falls within categories set forth in Paragraph 1, conducts or has any third party conduct any act falling under the preceding paragraph, or is found that the representations and warranties under the provision of Paragraph 1 are not true at the time when such representations and warranties were made, the breaching party shall immediately compensate damages suffered by the other party due to the breach of such assurance or false in the representations and warranties to the reasonable extent of causation.

In the case where damage or the like is caused to a breaching party by or in connection with acceleration of any obligations as a result of the breach of Paragraph 1 and Paragraph 2, such breaching party may not make any claim to the other party.

Article 12 (Confidentiality)

The Issuer and the CB Holder shall not divulge to any third party (excluding, but limited to the extent of business needs, the Issuer’s and CB Holder’s directors and other officers, employees, attorneys-at-law, certified public accountants, certified tax expert, judicial scriveners and other advisers, the Issuer’s and the CB Holder’s affiliated companies) the existence and descriptions of this Agreement and the information of the other party obtained in connection with this Agreement, and shall not use it for any purpose other than the performance of its obligations under this Agreement. Provided, however, that the foregoing shall not apply where such disclosure is required under applicable laws and regulations, orders or instructions from administrative authorities, or rules of stock exchanges, or where such disclosure is made after receiving prior written consent from the other party and concluding a confidentiality agreement that is reasonably satisfactory to the other party.

The preceding paragraph shall not apply to the following information:

(1)

information that is already publicly available at the time of disclosure by the discloser;

(2)

information that becomes publicly available for a reason not attributable to the recipient after the disclosure of such information;

(3)

information known to the recipient before the disclosure; or

(4)

information obtained from a third party with legitimate rights, without being imposed confidential obligation on.

Article 13 (Notification Pursuant to the Financial Instruments and Exchange Act)

Pursuant to Article 23-13(4) of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; hereinafter referred to as the "FIEA"), the Issuer notifies the CB Holder of the following matters:

(1)

With regard to the CBs, the solicitation of offers to acquire pertaining to the issuance of the CBs falls under the category of solicitation to a small number of investors prescribed in Article 23-13(4)(i)(a) of the FIEA (Article 2(3)(ii)(c) of the FIEA) and no registration statement has been made under Article 4(1) of the FIEA in connection with the solicitation of offers to acquire.

(2)

The CBs may not be split in the nature of CBs.

Article 14 (Governing Law, Jurisdiction, etc.)

The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of Japan.

The parties hereto agree that the Tokyo District Court shall be the exclusive jurisdictional court of first instance for litigation and other legal proceedings relating to this Agreement or the rights and obligations of the parties hereunder.

Any matters not stipulated in this Agreement shall be determined through consultation in good faith between the Issuer and the CB Holder.

(Blank)

IN WITNESS WHEREOF, two original copies of this Agreement shall be executed, signed and sealed, and each party shall retain one copy.

December 9, 2022

2-3-1, Daiba, Minato-ku, Tokyo

Issuer:                                        MEDIROM Healthcare Technologies Inc.

/s/ Kouji Eguchi, Representative Director

1-4-28, Mita, Minato-ku, Tokyo

CB Holder:                               Kufu Company Inc.

/s/ Yoshiteru Akita, Chief Executive Officer

(Schedule 1)

Terms of CBs

As attached

(Schedule 2)

Issuer's Representations and Warranties

As attached.

(Schedule 3)

CB Holder’s Representations and Warranties

As attached.

(Schedule 4)

Definitions

As Attached

Exhibit 4.2

Terms of 1st Unsecured Convertible-Type Corporate Bonds with Share Options of MEDIROM Healthcare Technologies Inc.

Name of Securities

The name of securities is 1st Unsecured Convertible-Type Corporate Bonds with Share Options (hereinafter referred to as the “CB”, the bond portion of which is hereinafter referred to as the “Bond” and the share option portion of which is hereinafter referred to as the “Share Option”) of MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”)

Total Amount of Issued Bonds

JPY 500,000,000 (JPY 500,000,000 as face value)

Amount of Each Bond

JPY 12,500,000, one bond. The CBs may not be split into a bond the value of which is less than each of the Bond.

Paid-in Money for Each Bond

JPY 12,500,000 (JPY 100 to be paid per JPY 100 face value)

Paid-in Money for Each Share Option

No payment is required in exchange for the Share Options.

Matters Regarding CB Certificate

The CB shall be a bearer security, and neither bond certificate nor share option certificate shall be issued. Pursuant to Paragraph 2 and 3 of Article 254 of the Companies Act, the CBs shall not be transferred severally in part by Bonds or Share Options only.

Interest Rate of Bond

5.0% per annum

Method of Payment of Interests and Due Date

(1)

Interests shall accrue from the next date of the Issue Date to Maturity Date, which date shall be included in accrual period, (provided, however, that the end of the period shall be the early redemption date in case of early redemption, or the buy-back date in case of buy-back pursuant to Paragraph 15 of these Terms; the same applies hereinafter). The first payment date shall be due on June 30, 2023 and the interests accrued by that date shall be paid, and interests accrued hereinafter shall be paid by the end of every December and June, and the last payment shall be due on December 28, 2027.

(2)

In case of interests being paid for the period between the following day of the Issue Date and June 30, 2023, and the period of less than six months at the time of redemption or conversion, such interests shall be calculated on a daily basis.

(3)

In case interests are paid due on a bank holiday, the payment shall be made on the previous business day of such bank holiday.

(4)

In the event that the Bonds are redeemed prior to December 28, 2027, interests of the Bonds redeemed shall be paid, on the redemption day, for the period from the following day, which date shall be included in accrual period, of the interest payment date immediately preceding to such redemption day (the “interest payment date” shall be replaced with and read as the “payment due of the Bonds”, in case of the redemption before the first interest payment date) to the redemption date, which date shall be included in accrual period.

(5)

In the event of exercise of the Share Options, interests of the Bonds to which the exercised Share Options are attached shall be paid, no later than ten business days after the effective date, for the period from the following day, which shall be included in accrual period, of the interest payment date immediately preceding to the effective date of a claim for exercise of such Share Options (the “interest payment date” shall be replaced with and read as the “payment due of the Bonds”, in case of the exercise before the first interest payment date) to the effective date, which date shall be included in accrual period.

(6)

In the event that the Issuer fails to tender a payment of interest accrued from the Bonds on the interest payment date (such interest payment date shall be replaced with and read as the redemption day, in the case of Item (4) above, or ten business days after the effective date of a claim for exercise of the Share Options, in the case of Item (5) above; the same shall apply hereinafter), the Issuer shall be liable for 14.6% per annum of delinquency interests for a period from the following date, which date shall be included in accrual period, of such interest payment date to the day, which date shall be included in accrual period, of tender of payment.

(7)

No interests shall accrue after the redemption.

Payment Due of the Bonds

December 28, 2022

10.

Grant Date of the Share Options

December 28, 2022 or the date of completion of payment for the Bonds

11.

Method of Offering and Party Subscribing

All of the CBs are to be allotted to Kufu Company Inc. (hereinafter referred to as “CB Holder”) by the method of third-party allotment.

12.

Matters of Security Interests/Guarantee

Neither security interest on property nor guarantee is attached to the CBs, and no asset is compromised for the CBs.

13.

No Bond Manager

Since the CB satisfies the requirements set forth in the proviso of Article 702 of the Companies Act and Article 169 of the Ordinance of the Companies Act, there is no bond manager being engaged.

14.

Method of Redemption and Due Date

(1)

Redemption on the Maturity Date

The Issuer shall repay the total amount of the principal by JPY 100 per JPY 100 face value due on December 28, 2027.

(2)

The CB Holder is entitled to a right to request to the Issuer for early redemption of all or part of the CBs based on the face value due on the end of June or December, (but not after the Maturity Date), which shall be selected, at CB Holder’s own discretion, between June 28, 2023 and December 27, 2027, by giving a notice prior to 15 business days of the selected early payment due.

(3)

Notwithstanding the foregoing provision, after any of the following events occurs, the CB Holder will be entitled to a right to request to the Issuer for early redemption of all or part of the CBs based on the face value due on an early repayment date, which shall be selected at CB Holder’s own discretion, but not after the Maturity Date, by giving a notice prior to 10 business days of the selected early payment due, in any of the events that:

①

The Issuer is disqualified for listing standards stipulated by any securities exchange, whether local or foreign, on which its shares (including depositary receipts representing such shares; same applies in this (3)) are listed, fails to cure the deficiency after receipt of the Notification of Deficiencies (that is a notice delivered to a company by the stock exchange stating that failure to cure the disqualification status for listing standards may result in delisting), and results in receipt of Delisting Determination Letter (that is a notice delivered to a company by the stock exchange stating that the company will fall under the status of delisting of listed securities by failing to cure the disqualification status for listing standards), provided, however, that the CB Holders shall not be entitled to a right to redeem the Bonds setting the due as the end of March 2023 under this ①;

②

The Issuer fails to make a filing of an annual report or other documents in connection with its shares that the Issuer is obliged to file under local or foreign security-related laws and listing rules of securities exchange by the due date, except for case where the Issuer is lawfully and duly granted for extension of the due date pursuant to such laws and rules (even in this case, such exception hereunder shall be only applicable up to either of such extended period or two weeks from the first filing due, whichever is earlier);

③

The Issuer files a petition for commencement of bankruptcy procedure, civil rehabilitation procedure, corporate reorganization procedure, or special liquidation, or makes a board resolution of dissolution (excluding the event of dissolution where, in case of incorporation-type merger or absorption-type merger, duties in connection with the CBs are succeeded to by the newly-incorporated company or continuing company, without prejudice to the CB Holder’s interests);

④

Issuer’s consolidated balance sheet (prepared based on US-GAAP; the same shall apply hereinafter) indicates its net asset as negative. Insolvency hereunder shall be assessed, on a monthly basis, by adding or deducting the simple sum of net profit/loss after tax in trial balances of parent company and consolidated companies after the base date of the latest audited balance sheet, to or from the amount of net asset of such latest consolidated balance sheet audited by the auditor, and assessed, on an yearly basis, by the audited consolidated balance sheet when the net asset becomes available from the audited consolidated balance sheet, provided, however, that, this ④ shall not be applicable once insolvency, which had been found in a certain month by a trial balance and under which the CB Holder had not exercised the right set forth in Item (3) hereunder, is cured after the following monthly trial balance;

⑤

Issuer’s consolidated profit/loss statement (prepared based on US-GAAP audited by auditor; the same shall apply hereinafter) for fiscal years of 2022 and 2023 indicates its operating profit as negative. This ⑤ shall be tested at each time of disclosure of consolidated profit/loss statement;

⑥

For fiscal years after 2024, Issuer’s consolidated profit/loss statement indicates its operating profit as negative in two consecutive fiscal years. This ⑥ shall be tested at each time of disclosure of consolidated profit/loss statement;

⑦

In connection with prepaid cards that are issued by the Issuer, the Issuer fails to carry out plans (including, but not limited to, measures for compliance) that are intended to implement by the end of June 2023.

15.

Repurchase and Extinguishment

By mutual agreement with the CB Holder, the Issuer may repurchase and extinguish all or part of Bonds prior to the Maturity Date.

16.

Special Clause for Acceleration

In any of the following events occur to the Issuer, the Bonds shall be due and payable and thereafter the Share Options may not be exercised. If any of the followings occurs, the Issuer shall promptly provide to the CB Holder a notice in writing.

(1)

The Issuer breaches Article 8 of these Terms in connection with any of the CBs.

(2)

Acceleration triggers in relation to any bond other than the Bonds, or the Issuer fails to repay any bond which has been due.

(3)

Acceleration triggers in relation to any loan other than bonds, or the Issuer fails to perform its duties on guarantee that the Issuer gave for any bond or loan by other party and that became due, except for the case where the total amount (after conversion into Japanese Yen) of such duties does not exceed JPY 500,000,000.

(4)

(5)

The Issuer receives any order of commencement of bankruptcy procedure, civil rehabilitation procedure, corporate reorganization procedure, or special liquidation.

(6)

Compulsory execution, provisional attachment, or provisional disposition is implemented to any of Issuer’s essential asset for its business operation, a petition for auction (including public auction) is filed or attachment as a result of delinquent tax, or any other event that significantly harms Issuer’s credibility arises.

17.

Number of Share Options attached to Bonds

One share option is attached to each Bond, and the Issuer grants a total of 40 Share Options.

18.

Description of Share Options

(1)

Class and Method of Calculation of Number of Shares that are Subject to Share Options

The class of shares that are subject to the Share Options shall be Issuer’s common shares, and the number of Issuer’s common shares that will be newly issued or disposed by the Issuer upon exercise of the Share Options (hereinafter, such issue or disposition of Issuer’s common shares are referred to as “delivery” of Issuer’s common shares.) shall be the maximum integer obtained by dividing the total paid-in amount of the Bonds pertaining to the exercised Share Options by the Conversion Price set forth in Item (3) of this paragraph; provided, however, that fractions less than one share arising from the exercise shall be rounded off and no cash adjustment shall be made.

(2)

Description and Value of Property to be Contributed upon Exercise of Share Options

Properties to be contributed upon exercise of the Share Options shall be the Bonds attached to the Share Options, and the value of such Bonds shall be the same as its paid-in amount.

(3)

Conversion Price

The price per share used to calculate the number of Issuer’s common shares to be delivered upon the exercise of the Share Options (hereinafter referred to as the “Conversion Price”) shall be JPY 755.

In the event the Issuer conducts a share split or reverse share split of its common shares, the conversion price shall be adjusted in accordance with the following formula, provided, however, that such adjustment shall be made to the conversion price of Share Options that have not been exercised at the time of such adjustment, and any fraction of less than one yen resulting from such adjustment shall be rounded down.

Adjusted Conversion Price ＝ Original Conversion Price x Ratio of Split or Reverse Split

Additionally, in the event of a merger, share exchange or statutory share transfer (hereinafter, collectively, referred to as “Mergers, Etc.”), in the event of a gratis allotment of common shares of the Issuer, or in the other event where adjustment of the number of shares is necessary, the Issuer shall, to the reasonable extent, adjust the Conversion Price, taking into consideration the conditions, of the Mergers, Etc., gratis allotment of common shares of the Issuer, and the like.

Moreover, in the event that the Issuer intends to issue common shares, any securities that are redeemable or that are with options allowing holders to claim in exchange for Issuer’s common shares, share options or corporate bonds with share options that allow holders to claim in exchange for Issuer’s common shares, or any other securities or rights by any price of less than the Conversion Price, then the Conversion Price shall be adjusted, to the reasonable extent, conditions of such issuance to be considered,

(4)

Share Options Exercisable Period

Exercisable from the Issue Date to December 27, 2027. Provided, however, that the period shall end (i) on the date of receipt of prior notice of a claim for early repayment, in the event early repayment is requested by the CB Holder, (ii) at the time of acceleration, in the event acceleration triggers. Additionally, in the event that the end date of the exercisable period is a bank holiday, then the exercisable period shall end on the bank business day preceding to such bank holiday. The Share Options may not be exercisable after December 28, 2027.

(5)

Conditions to Exercise Share Options

During the period from the Issue Date to the six-month anniversary, the Share Options may only be exercised in the event any of the conditions set forth in Paragraph 14 (3) or Paragraph 16.

Partial exercise of the Share Options shall not be allowed.

(6)

Matters regarding Acquisition and Conditions to Acquire the Share Options

There are no terms and conditions for the Issuer to acquire the Share Options.

(7)

Issue Price and Capitalization Amount of Shares to be Issued upon Exercise of Share Options

①

Issue Price per Share in the Event Shares are Issued by Exercise of Share Options

The issue price of one common share of the Issuer upon the exercise of the Share Options shall be the amount obtained by dividing the total amount to be paid for the Bonds subject to the exercise by the number of shares set forth in Item (1) of this paragraph.

②

Stated Capital and Capital Reserve to be Increased in the Event Shares are Issued by Exercise of Share Options

The amount of stated capital to be increased in the event shares are issued by exercise of the Share Options shall be one-half of the maximum amount of increase in stated capital calculated in accordance with Article 17(1) of the Company Accounting Rules, and any fraction of less than one yen resulting from such calculation shall be rounded up. In addition, the amount of capital reserve to be increased in the event shares are issued by exercise of the Share Options shall be the amount obtained by subtracting the amount of stated capital to be increased from the said maximum amount of increase in stated capital.

(8)

Reason for not Requiring Payment of Money in Exchange for Share Options and Rationale of Conversion Price

The Bonds and Share Options are closely related: the Share Options are attached to the CBs and may not be transferred severally from the Bonds, and the Bonds in connection with such Share Options will be contributed in the case of exercise of the Share Options, and the exercisable period of the Share Options will end and be extinguished accordingly in the case of early repayment. Taking into account such relationship, and considering economic value in theory inherent in the Share Options based on the assumption of the Conversion Price determined as described in Item (3) hereof, and economic value in practice to be obtained by the Issuer under the terms and conditions set forth herein and in the agreement to be entered into with the CB Holder, the interest rate and issue price of the Bonds and other issuance conditions, the Issuer has concluded that no cash payment is required in exchange for the Share Options.

(9)

Method of Claim for Exercise of Share Options

The CB Holder wishing to exercise the Share Options shall indicate, in a request form of exercise stipulated by the Issuer, the CBs in connection with the Share Options to be exercised, enter the date of the request and others, affix its name and seal thereto, and submit that form to the place of receipt of exercise set forth in Item (12) hereof during the exercisable period stipulated in Item (4) hereof.

(10)

Timing of Effectuation of Exercise of Share Options

Exercise shall take into effect on the day when the entire documents necessary for exercise has arrived at the designated place of receipt of exercise set forth in Item (12) hereof. When the exercise of the Share Options takes into effect, the redemption of the Bonds in connection such Share Options shall be deemed as due.

(11)

Method of Delivery of Shares

Upon exercise of the Share Options being effective, the Issuer shall record the CB Holder in Issuer’s register of shareholders and deliver shares to the CB Holder in accordance with related laws and regulations.

(12)

Place of Receipt of Claim for Exercise of Share Options

Tokyo Securities Transfer Agent Co., Ltd.

19.

Administrator of Repayment (Place of Redemption)

Back Office Unit at MEDIROM Healthcare Technologies Inc.

20.

No Transfer

The CBs shall not be transferred to any third party, without prior written consent by Issuer’s board of directors.

21.

Method of Redemption of Principal and Interest

The repayment of principal and interest and other payments based on the Bonds shall be made by remittance to the bank account separately designated by the CB Holder. The Issuer shall be responsible for wiring fees.

22.

Method of Notice to CB Holder

Except for otherwise required by laws and regulations, any notice to the CB Holder shall be made in writing.

23.

Exemption from Registration

The solicitation with a view to issuing new securities (defined in the Financial Instruments and Exchange Act (Act no. 25 of 1948, as amended)) of this CB falls under Article 2(3)(ii)(c) of the Act, and thus, no registration statement set forth in Article 4(1) of the Act was filed in relation to such solicitation with a view to issuing new securities.

24.

Notice Requirement

The CB holder, in the event it intends to transfer the CB, shall provide, in advance or at the same time of the transfer, to its transferee a written notice stating that no registration statement set forth in Article 4(1) of the Financial Instruments and Exchange Act was filed in relation to the solicitation with a view to issuing new securities and that the CBs may not be split in its nature.

25.

Others

(1)

Any other matters necessary for the issuance of CBs shall be deferred to Issuer’s CEO.

(2)

In the event any provisions of these Terms require replacement of terms or other measures due to amendment to the Companies Act or other laws, the Issuer will take necessary measures.

End

Exhibit 10.1

Capital Alliance Agreement

The Capital Alliance Agreement (hereinafter referred to as the "Agreement") has been entered into by and between MEDIROM Healthcare Technologies Inc. (hereinafter referred to as "Medirom") and Kufu Company Inc. (hereinafter referred to as "Kufu") as follows.

Article 1(Purpose, etc.)

This Agreement aims to expand the profitability of Medirom and Kufu by effectively utilizing the operating resources and operating know-how possessed by Medirom and Kufu through the capital alliance.

Medirom and Kufu acknowledge that, as a premise to the alliance, each party will be responsible for its own operating results during the alliance period and will not be liable for any loss, damage or other business risks of the other party.

Article 2(Descriptions of Capital Alliance)

Medirom and Kufu will diligently have discussions on alliance in connection with the relaxation salon and other store operations business operated by Medirom and the business related to activity trackers manufactured and sold by Medirom, “MOTHER Bracelet™”, which work without charging (hereinafter referred to as the "Alliance").

The scope of the Alliance shall be determined by executing a separate business alliance agreement (hereinafter referred to as the "Individual Agreement") in writing after discussion between Medirom and Kufu, as required. The provisions set forth in this Agreement shall apply to all Individual Agreements during the term of this Agreement, provided, however, that in the event there are any provisions in the Individual Agreement conflicting from the provisions of this Agreement, the provisions of the Individual Agreement shall prevail.

In the event Medirom issues new shares or allots new shares or share options (except in the event of an incentive plan or remuneration for employees or outside consultants), Kufu shall be entitled to allotment of such shares or share options on the same terms.

Medirom and Kufu shall discuss the Alliance after the execution of this Agreement, and shall designate meetings by mutual agreement, which will be chosen from board meeting, management meeting, meeting for business development, and any other meetings, regardless of what the name of them is, wherein any management and operating matters are discussed, (hereinafter referred to as the "Alliance-Related Meeting") (provided, however, that Medirom shall agree unless there is any rationale, in the event Kufu wishes; such Alliance-Related Meetings may be changed from time to time by mutual agreement of Medirom and Kufu in accordance with the progress of the Alliance). Kufu shall be entitled to send personnel required for the Alliance-Related Meetings and have such personnel opine, and Medirom shall share schedule of the Alliance-Related Meetings with Kufu in advance, and, if requested by Kufu, shall notify the date and time, venue, method, and agenda of the meetings without delay, and, if there are meeting materials, shall share the meeting materials by the time of the meeting.

Medirom shall provide the following materials to Kufu as soon as bases for the following figures are collected.

(1) [***] of group companies; and

(2) [***] at monthly meetings of the Board of Directors

In the event that Kufu intends to sell shares of Medirom held by Kufu, Kufu shall notify Medirom in writing of such intention and number of shares to be sold no later than [***] prior to the scheduled date of sale. In such case, the provisions set forth in Paragraphs 3 through 5 shall cease the effect until Kufu withdraws its intention to sell in writing.

In order for Kufu not to violate the laws of Japan and the US, including regulations on insider trading, in connection with Kufu’s sale of shares of Medirom, upon receipt of the document set forth in the preceding paragraph, Medirom shall take measures pursuant to the latter provision of the preceding paragraph, and shall implement necessary procedures for Kufu’s sale of shares of Medirom. Medirom uses its effort for Kufu to realize the sale on the scheduled sale date; however, for the avoidance of doubt, Medirom does not assure the sale will happen on the scheduled sale date.

Article 3 (Non-Exclusivity)

This Agreement shall not create an exclusive partnership between the parties and shall not restrict its business activities to be attempted with third parties in the ordinary course of business.

Article 4 (Confirmation of Progress, etc.)

Medirom and Kufu shall hold meetings periodically, as agreed separately, to mutually confirm status of the Alliance and Individual Agreements, outcomes, and other matters.

As a result of the confirmation under the preceding paragraph, Medirom and Kufu shall discuss the field, substances, and promotion method of the alliance, as necessary, and make necessary amendment to the substances of the Alliance.

Article 5 (Cost)

Each of Medirom and Kufu shall be responsible for its costs that are necessary for each party in engaging in the Alliance, provided, however, that this shall not apply in the event of any mutual agreement that agree differently in relation to costs.

Article 6 (Ownership of Intellectual Property Rights)

In connection with industrial property rights such as patent rights, copyrights, and other intellectual property rights (including know-how, hereinafter referred to as "Intellectual Property Rights") relating to the deliverables generated in the course of the Alliance, if any inventions are made by only one party, the Intellectual Property Rights shall belong to the party who made such inventions, and if inventions are made by both parties, the Intellectual Property Rights shall be shared by both parties.

The Alliance shall not be construed as assignment, transfer or otherwise disposal of any Intellectual Property Rights held by each party prior to the execution of this Agreement.

Article 7 (Effective Period)

The term of this Agreement shall take into effect on the payment date for the corporate bonds with share options pursuant to the Purchase Agreement for 1st Unsecured Convertible-Style Corporate Bonds with Share Options executed between Medirom and Kufu on December 9, 2022, and expire on December 28, 2027, or when Kufu no longer holds any of the corporate bonds with share options or the shares of Medirom, whichever comes earlier, provided, however, that this shall not preclude the parties from agreeing differently.

Article 8 (Termination and Acceleration)

Either of Medirom or Kufu may terminate this Agreement or the Individual Agreement if the other party breaches any of the provisions of this Agreement or the Individual Agreement and such breach is not remedied within a reasonable period of time despite a demand for a reasonable period of time, provided, however, that this provision shall not apply if the breach of this Agreement or the Individual Agreement at the time of expiration of such period is insignificant in light of this Agreement, the Individual Agreement, and social norm .

Medirom or Kufu shall be entitled to terminate this Agreement or the Individual Agreement, in whole or in part, without any notice in the event that any of the events listed in the following items occurs to the other party (to Medirom, in the case of Items (6) and (7)); provided, however, that if the reason of the event is attributable to the terminating party, the termination may not be effected due to such reason:

(1)

In the event of any material breach or destroy of trust by the other party in connection with this Agreement or any Individual Agreement;

(2)

In the event that a disposition such as rescission or suspension of business operation has been made by competent authority;

(3)

In the event of suspension of payment or insolvency, dishonoring a bill or check drawn or accepted by a bank, or suspension of business with a bank;

(4)

In the event that a third party has commenced a seizure, provisional seizure, provisional disposition, or other compulsory execution or an auction for exercise of a security interest, or a disposition for failure to pay taxes and other public charges, or any other similar proceedings;

(5)

In the event a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation proceedings is filed or a notice of arrangement of liabilities is given;

(6)

In the event of a resolution for extinguishment by merger, reduction of capital, abolition or change of business operation, or dissolution; and

(7)

In the event of any other material event that makes it impossible to continue this Agreement or the Individual Agreement.

In the event this Agreement or an Individual Agreement is terminated pursuant to the preceding two paragraphs and the terminating party suffers damages, the terminating party may claim compensation for such damages from the other party.

A party to any of this Agreement or an Individual Agreement terminated under Paragraph 1 or 2 may not claim compensation for such damage from the other party even if it has suffered damage from such termination.

In the event that either Medirom or Kufu falls under any of the items of Paragraph 2 or this Agreement or the Individual Agreement is terminated, any of the duties under this Agreement, Individual Agreements, and other agreements executed by the other party shall become due and payable, and must be immediately repaid at once.

Article 9 (Damages)

In the event Medirom or Kufu causes damages to the other party due to reasons attributable to it in connection with this Agreement or the Individual Agreement, the party causing such damages shall be liable to compensate the other party for such damages (including attorneys' fees).

Article 10 (Confidentiality)

Medirom and Kufu shall keep confidential and shall not disclose or divulge to any third party, without the prior written consent of the other party, any information in connection with technical, business and management information of the other party obtained in connection with this Agreement or the Individual Agreement (hereinafter collectively referred to as "Confidential Information"). In connection with such confidentiality, Medirom and Kufu must manage the Confidential Information with the due care of a good manager.

The information in each of the following items shall not fall under the category of Confidential Information:

(1)

Information already in the possession at the time of disclosure

(2)

Information that was already in the public domain at the time of disclosure or that was subsequently in the public domain due to reasons not attributable to the receiving party

(3)

Information lawfully obtained from a third party after disclosure

(4)

Information independently developed or created without using the disclosed confidential information

(5)

Information requested to be disclosed pursuant to the provisions of laws and regulations or an order of a court

Medirom and Kufu may disclose Confidential Information only to their officers and employees who are required for the performance of this Agreement or Individual Agreement, or to outsourcees, attorneys, certified public accountants, tax accountants, or other advisors, any of who must owe obligations equivalent to the ones assumed by the parties under this Agreement or Individual Agreement, and shall not use such Confidential Information for any purpose other than this Agreement or Individual Agreement. If Medirom and Kufu disclose the Confidential Information to any person provided for in this paragraph, then it shall be responsible for any performance of such person’s obligations.

Notwithstanding Paragraph 1, Medirom and Kufu may, to the minimum extent necessary, publish or disclose Confidential Information in accordance with laws and regulations, courts, regulatory authorities, financial instruments exchanges, and other judicial decisions, rules, or orders of public organs which have regulatory authority. In the event of such publication or disclosure, the disclosing party shall promptly notify the other party thereof.

Medirom and Kufu shall not copy or reproduce the Confidential Information beyond the scope required for the purposes of this Agreement or any Individual Agreement, and any copies or reproductions shall be included in the Confidential Information.

In the event this Agreement or the Individual Agreement is terminated due to termination, cancellation, or any other reason of this Agreement or the Individual Agreement, Medirom and Kufu shall promptly return or dispose of the Confidential Information (including copies and reproductions) as instructed by the other party. When discarding the Confidential Information, the discarding party shall take a measure in which the Confidential Information cannot be reused.

Medirom and Kufu may suppress such disclosure or improper use of Confidential Information if the other party is likely to disclose or use the Confidential Information for any purpose in contravention of this Article.

Article 11 (Elimination of Anti-Social Forces)

Medirom and Kufu hereby represent that it does not currently fall under any of the following items and hereby affirm that it does not fall under any of these items in the future:

(1)

A party falls under a person who falls under the category of an organized crime group, a member of an organized crime group, a person who has not yet passed five years from the time he/she ceased to be a member of an organized crime group, a quasi-member of an organized crime group, a company related to an organized crime group, a general meeting person, etc., or a special intelligent organized crime group, etc., or any other person equivalent thereto (hereinafter referred to as "Organized Crime Group Member, etc.").

(2)

There is a relationship in management controlled by Organized Crime Group Member, etc.

(3)

There is a relationship in management wherein Organized Crime Group Member, etc. is substantially involved.

(4)

There is a relationship that is found to unjustly utilize Organized Crime Group Member, etc. for the purpose of promoting illicit gain for oneself, for itself, or for a third party, or for the purpose of inflicting damage on a third party

(5)

There is a relationship of involvement by providing funds to or providing any benefits to Organized Crime Group Member, etc.

(6)

Any officer or person who is substantially involved in management has a relationship with Organized Crime Group Member, etc. that should be socially condemned.

Medirom and Kufu assure not to engage in any acts falling under any of the following items by themselves or by using a third party.

(1)

Violent demands

(2)

Unjust demands beyond legal responsibility

(3)

Threatening speech or behavior or act of violence in connection with transactions

(4)

Act of spreading rumors, harming the other party’s credibility by using fraudulence or force, or obstructing the other party’s business operation

(5)

Any other act similar to any of the preceding items

Medirom or Kufu may terminate this Agreement and the Individual Agreement without giving any notice to the other party, regardless of whether or not there is any cause attributable to the other party, in the event the other party falls under Organized Crime Group Member, etc., or any of the items of Paragraph 1, or engages in acts that fall under any of the items of the preceding paragraph, or is found that the other party has made a false statement with respect to a representation or assurance under the provisions of Paragraph 1.

Medirom and Kufu confirm and acknowledge that in the event of termination of this Agreement or the Individual Agreement pursuant to the preceding paragraph, the terminating party shall not be liable to compensate for any damages incurred by the other party.

Article 12 (Amendment to Agreement)

This Agreement and the Individual Agreement may be amended only by written agreement of Medirom and Kufu.

Article 13 (Prohibition of Assignment of Status, etc. under this Agreement)

Medirom and Kufu shall not, without a prior written consent of the other party, assign or transfer to a third party or pledge as security all or part of its status under this Agreement or Individual Agreement, or its rights or obligations under this Agreement or Individual Agreement.

Article 14 (Entire Agreement)

This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings, written or oral, between the parties hereto.

Article 15(Remaining Provisions)

Even after the termination of this Agreement, the provisions of Article 6 (Ownership of Intellectual Property Rights), Article 8 (Termination and Acceleration), Article 9 (Damages), Article 11 (Elimination of Anti-Social Forces), Article 13 (Prohibition of Assignment of Status, etc. under this Agreement), this Article, Article 16 (Governing Law and Jurisdiction), and Article 17 (Consultation in Good Faith) shall remain in full force and effect, and the provisions of Article 10 (Confidentiality) shall remain in full force and effect for three years.

If, at the time of termination of this Agreement, a valid Individual Agreement exists, this Agreement shall remain in force until the termination of such Individual Agreement.

Article 16(Governing Law and Jurisdiction)

This Agreement and the Individual Agreement shall be governed by and construed in accordance with the laws of Japan.

The Tokyo District Court shall have an exclusive jurisdiction as the court of first instance for any dispute arising out of or in connection with this Agreement, any Individual Agreement, or any other dispute.

Article 17(Consultation in Good Faith)

In the event any matter not stipulated in this Agreement or any doubt arises with respect to the interpretation of any of the provisions of this Agreement, the parties hereto shall negotiate in good faith and resolve such matter in accordance with the doctrine of good faith.

IN WITNESS WHEREOF, two original copies of this Agreement shall be executed, signed and sealed, and each party shall retain one copy.

December 9, 2022

Medirom:	2-3-1, Daiba, Minato-ku, Tokyo	Kufu :	1-4-28, Mita, Minato-ku, Tokyo
	MEDIROM Healthcare Technologies Inc. /s/ Kouji Eguchi, Representative Director		Kufu Company Inc. /s/ Yoshiteru Akita, Chief Executive Officer

Exhibit 99.1

MEDIROM Healthcare Technologies Inc. Announces

Proposed Sale of Convertible Corporate Bonds and

Capital Alliance with Kufu Company Inc.

New York/December 9, 2022 – MEDIROM Healthcare Technologies Inc. (Nasdaq CM: MRM), a holistic healthcare company based in Japan (the “Company”), today announced the entry into the First Unsecured Convertible-Type Corporate Bonds with Share Options Purchase Agreement (the “Purchase Agreement”), dated as of December 9, 2022 with Kufu Company Inc., a corporation organized under the laws of Japan, as bond holder and purchaser (the “Bond Holder”), in connection with a proposed sale and issuance of JPY 500,000,000 aggregate principal amount of the Company’s convertible corporate bonds (the “Bonds”) due 2027. In connection with the proposed sale of the Bonds, the Company and the Bond Holder also entered into a framework agreement with respect to business opportunities related to the Company’s relaxation salon business and MOTHER Bracelet^®, the smart tracker developed by the Company.

Convertible Corporate Bonds

The Bonds will be issued and sold, and the Common Shares issuable upon the conversion of the Bonds may be issued, outside the United States in reliance upon the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds, the Common Shares issuable upon the conversion of the Bonds, and any ADSs that may represent such Common Shares issuable upon the conversion of the Bonds have not been registered under the Securities Act, or any other securities laws, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any of the Bonds, the Common Shares issuable upon the conversion of the Bonds, or any ADSs that may represent such Common Shares issuable upon the conversion of the Bonds, nor will there be any sale of the Bonds, such Common Shares, or such ADSs in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Capital Alliance with Kufu Company Inc.

About MOTHER Bracelet^®

MOTHER Bracelet^® is the world’s first smart bracelet equipped with the patented “thermoelectric energy” technology, which allows the device to be powered and driven semi-permanently by the body heat of its wearer, eliminating the need for separate charging. The Company believes that MOTHER Bracelet is currently the only activity tracker designed to measure heart rate, body temperature, activity, sleep, and calories burned 24 hours a day, 365 days a year, without the need to remove for charging.

About MEDIROM Healthcare Technologies Inc.

MEDIROM, a holistic healthcare company, operates 313 (as of October 31, 2022) relaxation salons across Japan, Re.Ra.Ku^®, being its leading brand, and provides healthcare services. In 2015, MEDIROM entered the health tech business, and launched new healthcare programs using on-demand training app called “Lav^®”, which is developed by the Company. MEDIROM also entered the device business in 2020 and has developed a smart tracker “MOTHER Bracelet^®”. MEDIROM hopes that its diverse health related services and products offering will help it collect and manage healthcare data from users and customers and enable it to become a leader in big data in the healthcare industry. For more information, visit https://medirom.co.jp/en

About Kufu Company Inc.

Kufu Company Inc. is a holding company of Kufu group companies. Kufu group companies mainly conduct “Daily Life Business” such as providing shopping information and lifestyle information, and “Life Event Business” such as providing home and estate information and wedding information. Kufu group supports all users at every aspect from “Daily Life” to “Life Event” under the concept of “user first”. Kufu group provides information and the service optimized in a sphere of life and the community of individual users.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

■Contacts

Investor Relations Team

ir@medirom.co.jp