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    SBC Medical Group Holdings Incorporated filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/18/25 4:01:37 PM ET
    $SBC
    Medical/Nursing Services
    Health Care
    Get the next $SBC alert in real time by email
    false --12-31 0001930313 0001930313 2025-06-13 2025-06-13 0001930313 SBC:CommonStock0.0001ParValuePerShareMember 2025-06-13 2025-06-13 0001930313 SBC:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-06-13 2025-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

     

     

    FORM 8-K

     

     

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): June 13, 2025

     

     

     

    SBC MEDICAL GROUP HOLDINGS INCORPORATED

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   001-41462   88-1192288
    (State or Other Jurisdiction
    of Incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    200 Spectrum Center Dr. STE 300        
    Irvine, CA       92618
    (Address of Principal Executive Offices)       (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: 949-593-0250

     

     

    (Former Name or Former Address, if Changed Since Last Report)

     

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

      Trading
    Symbol(s)
      Name of each exchange on which registered
    Common Stock, $0.0001 par value per share   SBC   The Nasdaq Stock Market LLC
    Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   SBCWW   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    As described under Item 5.07 of this Current Report on Form 8-K (the “Report”), SBC Medical Group Holdings Incorporated (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2025. At the Annual Meeting, upon the recommendation of the Company’s board of directors, the Company’s stockholders approved an the adoption of an amendment and restatement of the Company’s certificate of incorporation (the “Amended and Restated Charter”), which will declassify the board of directors such that the terms of all the Company’s current directors will end at the 2026 annual meeting of stockholders, and all director nominees will stand for election annually at and after the 2026 annual meeting of stockholders. The Amended and Restated Charter will become effective upon the filing thereof with the Secretary of State of the State of Delaware.

     

    The foregoing description of the Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 3.1 to this Report, which is incorporated herein by reference.

     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

     

    Of the 103,611,251 shares of the Company’s common stock outstanding as of the record date of April 21, 2025, 92,710,439 shares were represented at the Annual Meeting, either by proxy or by attending the meeting, constituting a quorum. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

     

    1)Proposal 1. At the Annual Meeting, the vote to elect two directors to serve three-year terms expiring in 2028, at the annual meeting of stockholders, was as follows. However, because Proposal 3 (relating to the declassification of the Company’s board of directors) was approved, all of the Company’s directors, including the members of the class elected at the Annual Meeting, will serve until the 2026 annual meeting of stockholders, at which point they may be renominated for a further one year term.

     

       FOR   WITHHELD     BROKER
    NON-VOTE
     
    Ken Edahiro  92,710,188   251   0 
    Mike Sayama  92,699,163   11,276   0 

     

    2)Proposal 2. At the Annual Meeting, the vote to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was as follows:

     

    FOR   AGAINST   ABSTAIN 
    92,710,039   100   300 

     

    3)Proposal 3. At the Annual Meeting, the adoption of an amendment and restatement of the Company’s Current Charter, to declassify the board of directors such that the terms of all the Company’s current directors will end at the 2026 annual meeting of stockholders, and all director nominees will stand for election annually at and after the 2026 annual meeting of stockholders, was as follows:

     

    FOR   AGAINST   ABSTAIN   BROKER
    NON-VOTE
     
    92,710,188   251   0   0 

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit   Description
    3.1   Amended and Restated Certificate of Incorporation
    104   The cover page of this Current Report on Form 8-K, formatted in inline XBRL.

     

     

     

     

    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 thereunto duly authorized.

     

      SBC MEDICAL GROUP HOLDINGS INCORPORATED
           
    Date: June 18, 2025 By: /s/ Yuya Yoshida
          Yuya Yoshida
          Chief Financial Officer

     

     

     

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