04/29/2026 | Press release | Distributed by Public on 04/29/2026 19:39
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Aikawa Yoshiyuki C/O SBC MEDICAL GROUP HOLDINGS INC 200 SPECTRUM CENTER DR., SUITE 300 IRVINE, CA 92618 |
X | X | Chairman and CEO | |
| /s/ Yuya Yoshida, Attorney-in-Fact | 04/29/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The price of $3.0225 represents the net price received per share of common stock of SBC Medical Group Holdings Incorporated ("SBC shares"), which were sold by the Reporting Person, on the closing date of April 28, 2026, pursuant to the underwriters' option to purchase additional shares in connection with an underwritten public offering that initially closed on April 21, 2026. |
| (2) | The 861,600 SBC shares reported as indirectly beneficially owned by the Reporting Person through Aikawa Equity Management Co., Ltd. ("AEM") reflects the Reporting Person's indirect interest that he may be deemed to have shared beneficial ownership over for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person owns 8,616 shares of AEM, which directly holds 5,284,500 SBC shares, and each share of AEM corresponds to one hundred SBC shares. The Reporting Person does not control AEM, and therefore, disclaims beneficial ownership over the SBC shares held by AEM, except to the extent of his pecuniary interest therein. |
| (3) | Represents SBC shares held by Aikawa Investment Co., Ltd., a company wholly owned by the Reporting Person. |