Worth reading
88Important
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
296.34
Dilution rate (%, including issuances during the past 6 months)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares through a third-party allotment (contribution in kind and DES), Issuance of Series 11 Stock Acquisition Rights through a third-party allotment (fixed exercise price), Issuance of Series 12 Stock Acquisition Rights through a third-party allotment (fixed exercise price), Issuance of Class A Shares through a third-party allotment, Acquisition and cancellation of Series 9 Stock Acquisition Rights
Who receives how much
New shares 72,000,000 shares / Class A shares 10,000,000 shares / Potential shares underlying the Series 11 Stock Acquisition Rights 19,000,000 potential common shares underlying the 11th Series Stock Acquisition Rights / Potential shares underlying the Series 12 Stock Acquisition Rights 35,500,000 potential common shares underlying the 12th Series Stock Acquisition Rights
ネットプライス事業再生合同会社37,000,000 new shares and 10,000,000 Class A Shares
合同会社四谷デジタルイノベーターズ35,000,000 shares
GAD有限責任事業組合190,000 rights
EVO FUND355,000 rights
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
New shares: ¥50 per share, Class A Shares: ¥400 per share, Series 11 Stock Acquisition Rights: ¥0.01 per right, Series 12 Stock Acquisition Rights: ¥0.01 per right
Total issue value
New shares: receivables equivalent to ¥3,600,000,000 (total issue price: ¥3,563,450,000), Class A Shares: ¥4,000,000,000, Series 11 Stock Acquisition Rights: ¥1,900, Series 12 Stock Acquisition Rights: ¥3,550
Amount of funds to be raised
Total payment amount: ¥2,725,005,450; estimated net proceeds: ¥2,651,905,450 (no cash payment will be made for the new shares or Class A Shares because they will be issued through contributions in kind)
Estimated issuance expenses
Estimated issuance expenses: ¥73,100,000
Specific use of funds
Redemption of the 8th unsecured straight bondAmount ¥800 million / Scheduled timing of expenditures October 2026 to June 2027
Repayment of long-term borrowings (Netprice Business Rehabilitation GK)Amount ¥975 million / Scheduled timing of expenditures October 2026 to August 2027
Working capital for the companyAmount ¥400 million / Scheduled timing of expenditures October 2026 to August 2028
Working capital for the company’s subsidiary, 株式会社ANAPAmount ¥350 million / Scheduled timing of expenditures October 2026 to August 2028
Working capital for the company’s subsidiary, 株式会社AELAmount ¥100 million / Scheduled timing of expenditures October 2026 to August 2028
Working capital for the company’s subsidiary, 株式会社ANAPライトニングキャピタルAmount ¥27 million / Scheduled timing of expenditures October 2026 to August 2028
Existing Shares and Increase
+274.97%Rate of increase
46,004,300 shares172,504,300Shares
274.97% (277.10% on a voting rights basis). Including issuances during the past 6 months: 296.34% (298.76% on a voting rights basis)
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
¥50 per share for both the Series 11 and Series 12 Stock Acquisition Rights. The exercise price is fixed, with no adjustment clause.
Exercise period
Start Date 1 October 2026 / End date 2 October 2028
Number of Stock Acquisition Rights
Total number issued 545,000 rights (190,000 Series 11 and 355,000 Series 12) / Unexercised balance Not disclosed
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN Securities Co., Ltd. (domestic agent for the Series 12 Stock Acquisition Rights)
Intended allottee's holding policy
The prospective recipients of the shares intend to hold them over the medium to long term. GAD and EVO FUND are acquiring the securities for investment purposes and may sell the common shares acquired through exercise in the market. Any transfer of the Stock Acquisition Rights requires approval from the company’s Board of Directors.
Payment date
30 September 2026 (new shares and Class A Shares) / allotment date for the Stock Acquisition Rights: 30 September 2026
Basis for determining the amount to be paid
The ¥50 issue price for the new shares and Stock Acquisition Rights represents a 55.8% discount to the closing price of ¥113 on 20 August 2026, a 51.5% discount to the ¥103 average over the most recent 1 month, a 53.3% discount to the ¥107 average over the most recent 3 months, and a 66.0% discount to the ¥147 average over the most recent 6 months. The ¥400 issue price for the Class A Shares is within the third-party valuation range of ¥282.9 to ¥401.6.
Procedures under the Corporate Code of Conduct
At an extraordinary general meeting of shareholders scheduled for 29 September 2026, the company will seek approval by special resolution for the third-party allotment involving substantial dilution, the issuance on favorable terms, and the amendment to the Articles of Incorporation. The company obtained a valuation report from a third-party valuation institution, and all 3 Audit & Supervisory Board Members expressed their opinions on the appropriateness and reasonableness of the transaction.
Most recent equity financing
Timing 1 December 2025 / Type Series 8 Stock Acquisition Rights and 1st unsecured convertible bond-type bonds with Stock Acquisition Rights / Amount Fundraising through the Series 8 Stock Acquisition Rights and other instruments. The specific amount is not presented separately in this disclosure., Timing 30 March 2026 / Type 9th Stock Acquisition Rights / Amount 500,000 rights issued, representing 50,000,000 underlying shares
Impact on Business Performance
The company expects to reduce interest-bearing debt, improve its equity ratio and financial position, and support business continuity and improved profitability. In the short term, existing shareholders may suffer adverse effects, including a decline in the share price, and substantial dilution may occur.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment (contribution in kind and DES), Issuance of Series 11 Stock Acquisition Rights through a third-party allotment (fixed exercise price), Issuance of Series 12 Stock Acquisition Rights through a third-party allotment (fixed exercise price), Issuance of Class A Shares through a third-party allotment, Acquisition and cancellation of Series 9 Stock Acquisition Rights |
| Number of shares to be issued or disposed of | New shares 72,000,000 shares / Class A shares 10,000,000 shares / Potential shares underlying the Series 11 Stock Acquisition Rights 19,000,000 potential common shares underlying the 11th Series Stock Acquisition Rights / Potential shares underlying the Series 12 Stock Acquisition Rights 35,500,000 potential common shares underlying the 12th Series Stock Acquisition Rights |
| Issue price and disposal price | New shares: ¥50 per share, Class A Shares: ¥400 per share, Series 11 Stock Acquisition Rights: ¥0.01 per right, Series 12 Stock Acquisition Rights: ¥0.01 per right |
| Total issue value | New shares: receivables equivalent to ¥3,600,000,000 (total issue price: ¥3,563,450,000), Class A Shares: ¥4,000,000,000, Series 11 Stock Acquisition Rights: ¥1,900, Series 12 Stock Acquisition Rights: ¥3,550 |
| Amount of funds to be raised | Total payment amount: ¥2,725,005,450; estimated net proceeds: ¥2,651,905,450 (no cash payment will be made for the new shares or Class A Shares because they will be issued through contributions in kind) |
| Estimated issuance expenses | Estimated issuance expenses: ¥73,100,000 |
| Specific use of funds | Details Redemption of the 8th unsecured straight bond / Amount ¥800 million / Scheduled timing of expenditures October 2026 to June 2027, Details Repayment of long-term borrowings (Netprice Business Rehabilitation GK) / Amount ¥975 million / Scheduled timing of expenditures October 2026 to August 2027, Details Working capital for the company / Amount ¥400 million / Scheduled timing of expenditures October 2026 to August 2028, Details Working capital for the company’s subsidiary, 株式会社ANAP / Amount ¥350 million / Scheduled timing of expenditures October 2026 to August 2028, Details Working capital for the company’s subsidiary, 株式会社AEL / Amount ¥100 million / Scheduled timing of expenditures October 2026 to August 2028, Details Working capital for the company’s subsidiary, 株式会社ANAPライトニングキャピタル / Amount ¥27 million / Scheduled timing of expenditures October 2026 to August 2028 |
| Payment date | 30 September 2026 (new shares and Class A Shares) / allotment date for the Stock Acquisition Rights: 30 September 2026 |
| Intended allottee | Name ネットプライス事業再生合同会社 / Category Shares and Class A Shares / Number of Shares 37,000,000 new shares and 10,000,000 Class A Shares, Name 合同会社四谷デジタルイノベーターズ / Category New shares / Number of Shares 35,000,000 shares, Name GAD有限責任事業組合 / Category 11th Series Stock Acquisition Rights / Number of units 190,000 rights, Name EVO FUND / Category 12th Series Stock Acquisition Rights / Number of units 355,000 rights |
| Intended allottee's holding policy | The prospective recipients of the shares intend to hold them over the medium to long term. GAD and EVO FUND are acquiring the securities for investment purposes and may sell the common shares acquired through exercise in the market. Any transfer of the Stock Acquisition Rights requires approval from the company’s Board of Directors. |
| Dilution Rate | 274.97% (277.10% on a voting rights basis). Including issuances during the past 6 months: 296.34% (298.76% on a voting rights basis) |
| Total number of issued shares | 46,004,300 shares (as of 4 August 2026) → 172,504,300 shares (after full exercise of the new shares and all Stock Acquisition Rights; excluding Class A Shares)（274.97％） |
| Basis for determining the amount to be paid | The ¥50 issue price for the new shares and Stock Acquisition Rights represents a 55.8% discount to the closing price of ¥113 on 20 August 2026, a 51.5% discount to the ¥103 average over the most recent 1 month, a 53.3% discount to the ¥107 average over the most recent 3 months, and a 66.0% discount to the ¥147 average over the most recent 6 months. The ¥400 issue price for the Class A Shares is within the third-party valuation range of ¥282.9 to ¥401.6. |
| Exercise price | ¥50 per share for both the Series 11 and Series 12 Stock Acquisition Rights. The exercise price is fixed, with no adjustment clause. |
| Exercise period | Start Date 1 October 2026 / End date 2 October 2028 |
| Number of Stock Acquisition Rights | Total number issued 545,000 rights (190,000 Series 11 and 355,000 Series 12) / Unexercised balance Not disclosed |
| Underwriter / lead underwriter | EVOLUTION JAPAN Securities Co., Ltd. (domestic agent for the Series 12 Stock Acquisition Rights) |
| Procedures under the Corporate Code of Conduct | At an extraordinary general meeting of shareholders scheduled for 29 September 2026, the company will seek approval by special resolution for the third-party allotment involving substantial dilution, the issuance on favorable terms, and the amendment to the Articles of Incorporation. The company obtained a valuation report from a third-party valuation institution, and all 3 Audit & Supervisory Board Members expressed their opinions on the appropriateness and reasonableness of the transaction. |
| Most recent equity financing | Timing 1 December 2025 / Type Series 8 Stock Acquisition Rights and 1st unsecured convertible bond-type bonds with Stock Acquisition Rights / Amount Fundraising through the Series 8 Stock Acquisition Rights and other instruments. The specific amount is not presented separately in this disclosure., Timing 30 March 2026 / Type 9th Stock Acquisition Rights / Amount 500,000 rights issued, representing 50,000,000 underlying shares |
| Impact on Business Performance | The company expects to reduce interest-bearing debt, improve its equity ratio and financial position, and support business continuity and improved profitability. In the short term, existing shareholders may suffer adverse effects, including a decline in the share price, and substantial dilution may occur. |
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMajor shareholders after the offering
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 secure working capital and funds for business restructuring while operating at a loss and carrying substantial interest-bearing debt, and to improve the financial position by reducing borrowings through a DES. The Series 9 Stock Acquisition Rights will be acquired and canceled because the share price has fallen below the minimum exercise price and exercises have not progressed.
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.