SBC Medical Group 8-K：董事會獨立性未達標，修訂章程及股東年會結果

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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): July 8, 2026

 

 

 

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
  
 92618

 Irvine, California
  
 (Zip Code)

 (Address of Principal Executive
 Offices)
  
  

 

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

 

Not
Applicable

(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On
July 8, 2026, the date of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SBC Medical Group Holdings Incorporated
(the “Company”), the Company notified the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”),
that as of the Annual Meeting, the Company would cease to be in compliance with the Nasdaq independence rules related to membership of
the board of directors (the “Board”) and the Audit Committee, due to Mike Sayama’s decision to not seek re-election
at the Annual Meeting, as previously disclosed.

 

On
July 10, 2026, the Company received written notice from Nasdaq’s Listing Qualifications Department stating that, as a result of
Mr. Sayama’s departure and no longer serving as a member of the Company’s Board and Audit Committee, the Company no longer
complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605. However, consistent
with Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company with a cure period in order to regain compliance as
follows:

 

●until
 the earlier of the Company’s next annual shareholders’ meeting or July 9, 2027;
 or

●if
 the next annual shareholders’ meeting is held before January 5, 2027, then the Company
 must evidence compliance no later than January 5, 2027.

 

Nasdaq
Listing Rule 5605(b)(1), requires a majority of the Board to be comprised of independent directors under Nasdaq Listing Rule 5605(a)(2)
and Nasdaq Listing Rule 5605(c)(2) requires the Audit Committee to consist of at least three members, each of whom is an independent
director under the Nasdaq Listing Rules and meets the heightened independence standards applicable to audit committee members. In light
of Mr. Sayama’s departure, the Company’s Board currently consists of four members, two of whom qualify as independent and
the Audit Committee consists of two independent directors, in each case, based on the independence standards of the Nasdaq Listing Rules.

 

The
Company will endeavor to achieve compliance as soon as possible and the Board is engaged in a search for a fifth independent director
to join the Board prior to the expiration of the cure period; once the Board has identified a suitable candidate to serve as an independent
director, it intends to increase the size of Board to five members and appoint the new independent director to the Board and each of
the Audit Committee, the Nominating and Corporate Governance Committee and Compensation Committee, to serve as a third member of such
committees in replacement of the positions previously held by Mr. Sayama until he ceased serving as a director.

 

The
foregoing has no immediate effect on the Company’s Nasdaq listing, subject to compliance with the listing rules.

 

Item
3.03 Material Modification to Rights of Security Holders.

 

To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Report”)
is incorporated by reference herein.

 

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

 

Restated
Charter

 

As
further described under Item 5.07 of this Report, at the Annual Meeting, upon the recommendation of the Company’s Board, the Company’s
stockholders approved the adoption of various amendments to the Company’s fifth amended and restated certificate of incorporation
(the “Current Charter” and as amended and restated, the “Restated Charter”).

 

The
material terms of the Restated Charter are described in the Company’s definitive Proxy Statement, dated May 28, 2026 (the
“Proxy Statement”), under the following headings, and with the descriptions contained thereunder incorporated by reference
herein.

 

●Proposal
 No. 3–Amendment to Our Current Charter to Eliminate the Provision Specifying that Directors
 are Elected by a Plurality of the Votes Cast by Stockholders

●Proposal
 No. 4–Amendment to Our Current Charter to Remove the Provision Stating that Directors
 May be Removed Only For Cause 

●Proposal
 No. 5–Amendment to Our Current Charter to Opt Out of Section 203 of the DGCL 

●Proposal
 No. 6–Amendment to Our Current Charter to Provide for Exculpation of Officers

●Proposal
 No. 7–Amendment to Our Current Charter to Make other Technical Changes

 

The
Restated Charter became effective upon the filing thereof with the Secretary of State of the State of Delaware on July 9, 2026.

 

The
descriptions of the Restated Charter contained herein and in the Proxy Statement do not purport to be complete and are qualified in their
entirety by reference to the Restated Charter, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

 

  

  

 

 

Amended
and Restated Bylaws

 

On
July 8, 2026, the Board approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”),
effective as of such date, primarily to (i) reflect recent developments and clarifying revisions related to Delaware law and the federal
securities laws (including with respect to stockholder proposals and meetings) and (ii) make other technical changes, in each case, as
further described below.

 

The
Amended and Restated Bylaws include the following revisions:

 

●Updating
 quorum requirements such that a majority of the voting power of the issued and outstanding
 shares of stock of the Company entitled to vote at a meeting, present in person or
 represented by proxy, shall constitute a quorum for the transaction of business at all meetings
 of stockholders, and that where a separate vote by a class or series or classes or series
 of stock is required, a majority in voting power of the outstanding shares of such class
 or series or classes or series, present in person or represented by proxy, shall constitute
 a quorum entitled to take action with respect to the vote on such matter;

●Updating
 the procedural and disclosure requirements for stockholder nominations of directors or proposals
 of other business at the Company’s meetings of stockholders (including both annual
 and special meetings of stockholders) under the Company’s advance notice provisions,
 including, without limitation, (1) incorporating universal proxy card rules pursuant to Rule
 14a-19 under the Securities Exchange Act of 1934, as amended, (2) requiring additional
 representations of stockholders nominating a director or proposing business, (3) in the case
 of director nominations, requiring additional information about director nominees, requiring
 director nominees to complete a questionnaire with respect to such director nominee’s
 background and qualification, and requiring director nominees to make certain representations,
 (4) restricting the number of director nominees a stockholder may nominate for election at
 a special meeting of stockholders to the number of directors to be elected at such special
 meeting, and (5) providing that the chair of the meeting, subject to the supervision, discretion
 and control of the Board, shall have the power to determine whether any nomination or business
 was made or proposed in accordance with the procedural and disclosure requirements in the
 Amended and Restated Bylaws;

●Providing
 that the chair of any meeting of stockholders shall have the right to prescribe such rules,
 regulations and procedures for meetings of stockholders;

●Adding
 a provision that requires any director nominee that fails to receive a majority of votes
 cast in an election that is not a contested election to tender such nominee’s resignation,
 which resignation shall be reviewed by the Nominating and Corporate Governance Committee
 (or another committee designated by the Board) and such committee will recommend further
 action by the Board;

●Clarifying
 applicable record dates for action by stockholders at meetings and by written consent;

●Adding
 details on conduct of stockholder meetings, including adjournment procedures and updating
 notice requirements for adjourned meetings based on recent amendments to the General Corporation
 Law of the State of Delaware (the “DGCL”);

●Modernizing
 provisions related to Board activity;

●Deleting
 provisions on forum selection and Bylaw amendments, which are addressed in the Restated Certificate;

●Replacing
 gender-specific pronouns; and

●Making
 other ministerial, clarifying and conforming changes.

 

The
foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference
to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto and is incorporated by reference herein.

 

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

 

At
the Annual Meeting, the Company’s stockholders considered and voted on the below proposals, which are described in more detail
in the Proxy Statement. Of the 102,576,943 shares of the Company’s common stock outstanding (after deducting 270,000 shares held
by a wholly-owned subsidiary of the Company) and entitled to vote, as of the record date of May 20, 2026 (close of business (ET)), 93,987,291
shares were represented at the Annual Meeting, either in person or by proxy, 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:

 

Proposal
No. 1–Election of Directors

 

The
Company’s stockholders elected the following nominees as directors of the Company, each to serve until the 2027 annual meeting
of stockholders, based upon the following votes:

 

 
 Director/nominee
  
 FOR
  
 WITHHELD
  
 BROKER
 NON-VOTE

 
 Yoshiyuki
 Aikawa
  
 90,426,406
  
 1,137,647
  
 2,423,238

 
 Yuya
 Yoshida
  
 90,404,411
  
 1,159,642
  
 2,423,238

 
 Ken
 Edahiro
  
 90,415,210
  
 1,148,843
  
 2,423,238

 
 Fumitoshi
 Fujiwara
  
 89,910,053
  
 1,654,000
  
 2,423,238

 
 

  

  

 

 

Proposal
No. 2–Ratification of Appointment of Independent Registered Public Accounting Firm

 

The
Company’s stockholders ratified the appointment of MaloneBailey, LLP as the independent registered public accounting firm of the
Company for the fiscal year ending December 31, 2026, based upon the following votes:

 

 
 FOR
  
 AGAINST
  
 ABSTAIN

 
 93,954,650
  
 20,612
  
 12,029

 
 

Proposal
No. 3–Amendment to the Current Charter to Eliminate the Provision Specifying that Directors are Elected by a Plurality of the Votes
Cast by Stockholders

 

The
Company’s stockholders approved the Amendment as set forth in Proposal No. 3, based upon the following votes:

 

 
 FOR
  
 AGAINST
  
 ABSTAIN
  
 BROKER
 NON-VOTE

 
 90,553,173
  
 997,140
  
 13,740
  
 2,423,238

 
 

Proposal
No. 4–Amendment to the Current Charter to Remove the Provision Stating that Directors May be Removed Only For Cause

 

The
Company’s stockholders approved the Amendment as set forth in Proposal No. 4, based upon the following votes:

 

 
 FOR
  
 AGAINST
  
 ABSTAIN
  
 BROKER
 NON-VOTE

 
 90,554,214
  
 996,594
  
 13,245
  
 2,423,238

 
 

Proposal
No. 5–Amendment to the Current Charter to Opt Out of Section 203 of the DGCL

 

The
Company’s stockholders approved the Amendment as set forth in Proposal No. 5, based upon the following votes:

 

 
 FOR
  
 AGAINST
  
 ABSTAIN
  
 BROKER
 NON-VOTE

 
 90,540,413
  
 1,010,340
  
 13,300
  
 2,423,238

 
 

Proposal
No. 6–Amendment to the Current Charter to Provide for Exculpation of Officers

 

The
Company’s stockholders approved the Amendment as set forth in Proposal No. 6, based upon the following votes:

 

 
 FOR
  
 AGAINST
  
 ABSTAIN
  
 BROKER
 NON-VOTE

 
 90,016,235
  
 1,534,035
  
 13,783
  
 2,423,238

 
 

Proposal
No. 7–Amendment to the Current Charter to Make other Technical Changes

 

The
Company’s stockholders approved the Amendment as set forth in Proposal No. 7, based upon the following votes:

 

 
 FOR
  
 AGAINST
  
 ABSTAIN
  
 BROKER
 NON-VOTE

 
 90,571,117
  
 979,599
  
 13,337
  
 2,423,238

 
 

  

  

 

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
Exhibits

 

 
 Exhibit
 No.
  
 Description

 
 3.1
  
 Amended and Restated Certificate of Incorporation of SBC Medical Group Holdings Incorporated

 
 3.2
  
 Amended and Restated Bylaws of SBC Medical Group Holdings Incorporated

 
 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

 
 

Forward-Looking
Statements

 

This
Report contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions but
instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently
uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with
respect to, among other things, updates to the composition of its board of directors and Nasdaq listing standards. In some cases, forward-looking
statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place
undue reliance upon any forward-looking statements, which are current only as of the date of this Report and are subject to various risks,
uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are
based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept
any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations
or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors that may
cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company
to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive,
market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s
filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website
at www.sec.gov.

 

  

  

 

 

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:
 July
 14, 2026
 By:
 /s/
 Yuya Yoshida

 
  
  
 Name:
 Yuya
 Yoshida

 
  
  
 Title:
 Chief
 Financial Officer and Chief Operating Officer