Komori
Share Issuance and Disposal2936BASE FOOD,Inc.Food

Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights)

The Company has decided to issue 13,580 paid stock acquisition rights to its directors and 94 employees. Subject to the achievement of performance targets and satisfaction of the service requirement, each right will entitle the holder to acquire 100 common shares at ¥332 per share, for a maximum of 1,358,000 shares.

Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
2.48
% (maximum dilution as a percentage of total shares outstanding)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

発行・処分する株式数

Maximum of 1,358,000 shares (13,580 stock acquisition rights × 100 shares per right; all stock acquisition rights exercised are expected to be settled using treasury shares)

Intended allottee
Name The Company's directors and employees / Number of Employees 94 / Number of stock acquisition rights 13,580
¥1,000 per stock acquisition right
Total issue value

¥13,580,000 (13,580 stock acquisition rights × ¥1,000)

Amount of funds to be raised
Total payment amount of ¥13,580,000. Estimated net proceeds are Not disclosed
発行済株式総数

Maximum of approximately 2.48% relative to the 54,752,100 shares issued as of 14 April 2026 (a certain level of dilution relative to voting rights)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥332 per share. The terms provide for adjustment in the event of a share split, reverse share split or similar event, or the issuance of new shares or disposal of treasury shares at a price below market value. The lower limit for adjustments is Not disclosed
Exercise period
From 1 June 2028 through 21 May 2031
Number of Stock Acquisition Rights
Total issued: 13,580. Number of unexercised rights remaining is Not disclosed
Reason for acquisition without consideration
If approval or other authorization is granted for a merger in which the Company is the absorbed company, a company split in which the Company is the splitting company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, or if the rights can no longer be exercised under the exercise conditions, the Company may acquire all or the relevant portion of the rights for no consideration on a date determined by the Board of Directors.
Categories and Number of Persons Covered
The Company's directors and employees: 94 people, 13,580 stock acquisition rights
Payment date
22 May 2026
Basis for determining the amount to be paid
The payment amount was determined with reference to a valuation conducted by 株式会社プルータス・コンサルティング, an independent valuation institution, using a Monte Carlo simulation and taking share price information and other factors into account. The discount rate and premium rate are Not disclosed
Procedures under the Corporate Code of Conduct
The rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed ofMaximum of 1,358,000 shares (13,580 stock acquisition rights × 100 shares per right; all stock acquisition rights exercised are expected to be settled using treasury shares)
Issue price and disposal price¥1,000 per stock acquisition right
Total issue value¥13,580,000 (13,580 stock acquisition rights × ¥1,000)
Amount of funds to be raisedTotal payment amount of ¥13,580,000. Estimated net proceeds are Not disclosed
Payment date22 May 2026
Intended allotteeName The Company's directors and employees / Number of Employees 94 / Number of stock acquisition rights 13,580
Dilution RateMaximum of approximately 2.48% relative to the 54,752,100 shares issued as of 14 April 2026 (a certain level of dilution relative to voting rights)
Total number of issued shares54,752,100 shares → Not disclosed
Basis for determining the amount to be paidThe payment amount was determined with reference to a valuation conducted by 株式会社プルータス・コンサルティング, an independent valuation institution, using a Monte Carlo simulation and taking share price information and other factors into account. The discount rate and premium rate are Not disclosed
Exercise priceThe initial exercise price is ¥332 per share. The terms provide for adjustment in the event of a share split, reverse share split or similar event, or the issuance of new shares or disposal of treasury shares at a price below market value. The lower limit for adjustments is Not disclosed
Exercise periodFrom 1 June 2028 through 21 May 2031
Number of Stock Acquisition RightsTotal issued: 13,580. Number of unexercised rights remaining is Not disclosed
Reason for acquisition without considerationIf approval or other authorization is granted for a merger in which the Company is the absorbed company, a company split in which the Company is the splitting company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, or if the rights can no longer be exercised under the exercise conditions, the Company may acquire all or the relevant portion of the rights for no consideration on a date determined by the Board of Directors.
Categories and Number of Persons CoveredThe Company's directors and employees: 94 people, 13,580 stock acquisition rights
Procedures under the Corporate Code of ConductThe rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 raise the motivation and morale of directors and employees and strengthen organizational cohesion with a view to expanding performance and increasing corporate value over the medium to long term. The Company explains that setting revenue targets and a service requirement as exercise conditions will contribute to the interests of existing shareholders and that the impact of dilution is reasonable.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | BASE FOOD,Inc. (2936) timely disclosure | Komori