Worth reading
85Important
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
180478188
Japanese yen (US$1,128,249)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares through subscription for a third-party allotment by 2nd SKIN LABS Inc. (making it a subsidiary) and establishment of a Japanese entity for expansion in the domestic marketCounterparty (target company)2nd SKIN LABS Inc.
Disclosing companyImageONE Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Development and commercialization of mineral-infused, high-performance textiles and non-powered smart wearables for sports performance, recovery and medical applications
Location California, U.S.Share capital US$20,984Date of incorporation 10 April 2023
Net SalesUS$53,748 (fiscal year ended December 2025)
Operating profitOperating loss of US$322,553 (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of US$322,547 (fiscal year ended December 2025)
Net assetsNet assets of negative US$660,150 (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceShareholder value (total): ¥180,478,188 (US$1,128,249); shareholder value per share: ¥867 (US$5.42)
Type of ConsiderationCash (subscription for a third-party allotment)
Impact on Business Performance
The impact on the Company’s results for the fiscal year ending September 2026 is currently under review.
Procedures and assumptions
Management structure after acquisitionThe company will become a consolidated subsidiary of イメージワン, and a robust governance structure will be established. In addition, the wholly owned subsidiary ENERGY SKIN JAPAN Co., Ltd. will be established, with Kawakura Ayumu (川倉歩) scheduled to become its Representative Director and President.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares through subscription for a third-party allotment by 2nd SKIN LABS Inc. (making it a subsidiary) and establishment of a Japanese entity for expansion in the domestic market |
| Counterparty name | 2nd SKIN LABS Inc. |
| Name of the Subject Company | 2nd SKIN LABS Inc. |
| Business Description of the Subject Company | Development and commercialization of mineral-infused, high-performance textiles and non-powered smart wearables for sports performance, recovery and medical applications |
| Location of the Subject Company | California, U.S. |
| Capital Stock of the Subject Company | US$20,984 |
| Date of Establishment of the Subject Company | 10 April 2023 |
| Net Sales of the Subject Company | US$53,748 (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of US$322,553 (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of US$322,547 (fiscal year ended December 2025) |
| Net Assets of the Subject Company | Net assets of negative US$660,150 (fiscal year ended December 2025) |
| Acquisition price | Shareholder value (total): ¥180,478,188 (US$1,128,249); shareholder value per share: ¥867 (US$5.42) |
| Type of Consideration | Cash (subscription for a third-party allotment) |
| Number of shares acquired | 208,164 shares (number of voting rights: 208,164) |
| Voting rights ownership percentage | Before 0.0％ → after 51.0％ |
| Impact on Business Performance | The impact on the Company’s results for the fiscal year ending September 2026 is currently under review. |
| Date of board resolution | 26 June 2026 |
| Contract Date | 26 June 2026 (予定) |
| Execution Date / Effective Date | 1 July 2026 (予定) |
| Management structure after acquisition | The company will become a consolidated subsidiary of イメージワン, and a robust governance structure will be established. In addition, the wholly owned subsidiary ENERGY SKIN JAPAN Co., Ltd. will be established, with Kawakura Ayumu (川倉歩) scheduled to become its Representative Director and President. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To jointly develop new businesses in the medical and wellness fields by combining the foundation of the medical DX business with 2nd SKIN LABS’ proprietary smart textile technology. In addition, by making the company a subsidiary, strengthening governance and mutually leveraging management resources, イメージワン aims to enhance corporate value over the medium to long term.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.