SBC Medical Group Holdings Incorporated filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On April 19, 2026, SBC Medical Group Holdings Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Dr. Yoshiyuki Aikawa, the Company’s CEO and Chairman of the board of directors, as selling stockholder (the “Selling Stockholder”) and Maxim Group LLC, as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten offering of 3,100,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-292451), filed on December 29, 2025. Additionally, the Selling Stockholder has granted the Underwriters a 45-day option to purchase up to an additional 465,000 shares of the Company’s common stock. The offering closed on April 21, 2026. The Company did not sell any Shares in the offering and did not receive any proceeds from the offering.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated April 19, 2026, by and among SBC Medical Group Holdings Incorporated, the Selling Stockholder and Maxim Group LLC as representative of the Underwriters | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SBC Medical Group Holdings Incorporated | ||
| Date: April 22, 2026 | By: | /s/ Yuya Yoshida |
| Name: | Yuya Yoshida | |
| Title: | Chief Financial Officer and Chief Operating Officer | |