Issuance of New Shares through a Third-Party Allotment, Changes to the Largest Shareholder among the Major Shareholders and the Parent Company, and Execution of a Commitment-Type Term Loan Facility Agreement
AXEL MARK INC. (the filing company)
45,000,000 common shares of the company, M&A and business investment in the healthcare sector, and the commitment-type term loan facility
The company intends to raise externally the funds required for its growth strategy against a backdrop of continuing operating losses, declining cash on hand, material uncertainty regarding the going-concern assumption, and non-compliance with the market capitalization criterion for listing maintenance.
Total payment amount for the third-party allotment: ¥900,000,000 (estimated net proceeds: ¥867,000,000); facility limit under the facility: ¥3 billion. The specific impact on consolidated results for the fiscal year ending September 2026 cannot reasonably be calculated at this time.
Cash outlays are scheduled for July to September 2026 and October 2026 to December 2028. The company aims to turn consolidated operating income and consolidated ordinary income positive from the fiscal year ending September 2027 onward.
The specific impact on consolidated results for the fiscal year ending September 2026 cannot reasonably be calculated at this time. The company will make timely and appropriate disclosure when a matter requiring disclosure arises.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Convano Inc.: The number and percentage of voting rights are not stated. There is no controlling shareholder before the transaction is carried out.
Convano Inc.: 450,000 voting rights, or 68.91% (68.90% in the table of major shareholders)
Related procedures
Procedures subject to a special resolution on the issuance of shares on favorable terms at an extraordinary shareholders meeting, an ordinary resolution confirming shareholders' intent, an ordinary resolution regarding the allotment to a specified underwriter, and the effectiveness of the securities registration statement
Tokyo Stock Exchange (listing rules)
Company response
No establishment of a third-party committee or special investigation committee is mentioned. 茄子評価株式会社 has been appointed as the independent third-party valuation firm, Anderson Mori & Tomotsune Foreign Law Joint Enterprise as legal adviser, and the Audit and Supervisory Committee has conducted a review and expressed its opinion.
The capital increase will be carried out if the necessary approval is obtained at the extraordinary shareholders meeting scheduled for 2 July 2026 and the other conditions precedent are satisfied. The funds raised and borrowed funds will be used for working capital, M&A in the healthcare sector and business investment, with the aim of achieving profitability from the fiscal year ending September 2027 onward.
No specific date has been provided. The company will make timely and appropriate disclosure when a matter requiring disclosure arises, such as the final agreement or execution of an individual M&A transaction.
| Item | Details |
|---|---|
| Event name | Issuance of New Shares through a Third-Party Allotment, Changes to the Largest Shareholder among the Major Shareholders and the Parent Company, and Execution of a Commitment-Type Term Loan Facility Agreement |
| Date of occurrence | 29 May 2026 (date of the Board of Directors' resolution; payment date for the new shares: 2 July 2026) |
| Date recognized / date notice received | 15 April 2026 (date on which the company received the initial proposal regarding this matter from a director of the prospective allottee) |
| Subject Entity | AXEL MARK INC. (the filing company) |
| Target Locations / Products | 45,000,000 common shares of the company, M&A and business investment in the healthcare sector, and the commitment-type term loan facility |
| Cause | The company intends to raise externally the funds required for its growth strategy against a backdrop of continuing operating losses, declining cash on hand, material uncertainty regarding the going-concern assumption, and non-compliance with the market capitalization criterion for listing maintenance. |
| Amount of Impact on Business Performance | Total payment amount for the third-party allotment: ¥900,000,000 (estimated net proceeds: ¥867,000,000); facility limit under the facility: ¥3 billion. The specific impact on consolidated results for the fiscal year ending September 2026 cannot reasonably be calculated at this time. |
| Accounting period in which recognized | Cash outlays are scheduled for July to September 2026 and October 2026 to December 2028. The company aims to turn consolidated operating income and consolidated ordinary income positive from the fiscal year ending September 2027 onward. |
| Impact on Earnings Forecast | The specific impact on consolidated results for the fiscal year ending September 2026 cannot reasonably be calculated at this time. The company will make timely and appropriate disclosure when a matter requiring disclosure arises. |
| Type of litigation or proceeding | Procedures subject to a special resolution on the issuance of shares on favorable terms at an extraordinary shareholders meeting, an ordinary resolution confirming shareholders' intent, an ordinary resolution regarding the allotment to a specified underwriter, and the effectiveness of the securities registration statement |
| Court or authority | Tokyo Stock Exchange (listing rules) |
| Investigation structure | No establishment of a third-party committee or special investigation committee is mentioned. 茄子評価株式会社 has been appointed as the independent third-party valuation firm, Anderson Mori & Tomotsune Foreign Law Joint Enterprise as legal adviser, and the Audit and Supervisory Committee has conducted a review and expressed its opinion. |
| Voting rights ownership percentage before the change | Convano Inc.: The number and percentage of voting rights are not stated. There is no controlling shareholder before the transaction is carried out. |
| Voting rights ownership percentage after the change | Convano Inc.: 450,000 voting rights, or 68.91% (68.90% in the table of major shareholders) |
| Outlook | The capital increase will be carried out if the necessary approval is obtained at the extraordinary shareholders meeting scheduled for 2 July 2026 and the other conditions precedent are satisfied. The funds raised and borrowed funds will be used for working capital, M&A in the healthcare sector and business investment, with the aim of achieving profitability from the fiscal year ending September 2027 onward. |
| Planned follow-up disclosure | No specific date has been provided. The company will make timely and appropriate disclosure when a matter requiring disclosure arises, such as the final agreement or execution of an individual M&A transaction. |
Items this document does not state (9)
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.Due to continuing operating losses and declining cash on hand, the company cannot execute its growth strategy using internal funds alone. It also needs to address material uncertainty regarding the going-concern assumption and its failure to meet listing maintenance criteria. The funds raised will be used for M&A in the healthcare sector, business investment and working capital, with the aim of achieving profitability at an early stage and meeting the listing maintenance criteria.