SBC Medical Unveils Growth Plan With $50M Shelf Filing and $20M Stock Buyback

SBC Medical Group Holdings Incorporated (NASDAQ:SBC) (the "Company"), a global provider of comprehensive consulting and management services to the medical corporations and their clinics, today announced an updated capital strategy for future growth, which includes the filing of a Form S-3 registration statement with the U.S. Securities and Exchange Commission (SEC) and a share repurchase program. The Company remains committed to maximizing corporate value and improving liquidity of its common stock while carefully considering market impact.

Effectiveness of Form S-3 (Shelf Registration)

The Company's Form S-3 Registration Statement, which was declared effective by the SEC on December 30, 2025, enables the Company to offer and sell, from time to time in one or more offerings, up to $50 million of common stock or preferred stock on a primary basis. The Company is not selling any securities from the shelf registration statement at this time, and if the Company decides to raise capital in a future offering using the shelf registration statement, the Company will describe the specific details of that future offering in a prospectus supplement that is filed with the SEC. The Company believes that a shelf registration on Form S-3 will provide greater flexibility to raise capital in the future, to facilitate growth, including domestic and international M&A, and supports its efforts to increase its public float.

Additionally, the Form S-3 covers securities related to the Company's business combination transaction that closed on September 17, 2024, including securities being sold by selling securityholders, which were previously registered on the Company's registration statement on Form S-1.

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the securities that are registered on the Form S-3, nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. Any offer of securities will occur solely by means of the prospectus included in the registration statement and one or more prospectus supplements that would be issued at the time of the offering, as applicable.

Approval of Share Repurchase Program

The Company's Board of Directors has authorized a $20.0 million share repurchase program, pursuant to which the Company may repurchase shares of its common stock from time to time through open market transactions (including through the use of trading plans intended to qualify pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), through privately negotiated transactions, or by other means, in accordance with applicable securities laws and restrictions. Open market purchases are expected to be structured to occur within the requirements of Rule 10b-18 under the Exchange Act. The repurchase program terminates on December 31, 2026, and may be modified, suspended or discontinued at any time in the Company's discretion. The timing and total amount of share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, restrictions under the terms of any debt agreements and other considerations. The program does not obligate the Company to acquire any amount of common stock. The program is intended to enable the Company to conduct flexible repurchases of its common stock in the future and the Company anticipates utilizing surplus cash and future free cash flow to fund repurchases.