Komori
Share Issuance and Disposal3624AXEL MARK INC.Information and Communications, Services and Others

Notice concerning the release of the lock-up (transfer restriction) with the parent company Convano Inc.

All lock-up restrictions on the sale, pledging, lending or other disposal of 45 million common shares of the company held by its parent company, コンヴァノ, which had been scheduled to remain in place until early January 2027, were lifted by agreement. Following the lifting of the restrictions, コンヴァノ's policy of holding the shares over the medium to long term and its obligation to report any disposal within 2 years of the payment date remain in effect.

Worth reading
34Immaterial
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
45000000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

発行・処分する株式数45,000,000Shares

Subject shares: 45,000,000 shares

Intended allottee
株式会社コンヴァノ (parent company)
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
6 months from the payment date (just over 2 months remaining as of the lifting of the restrictions; the original expiry was scheduled for early January 2027)
Conditions for lifting transfer restrictions
A mechanism under which disposal may be permitted with the company's prior written consent. Under this disclosure, the parties agreed to lift all restrictions on the sale, pledging, lending and any other disposal of the subject shares.
Intended allottee's holding policy
The policy is to hold the subject shares over the medium to long term. Following the lifting of the restrictions, the policy is to consider selling part of the subject shares as necessary, while taking the impact on the market into consideration.
Payment date
2 July 2026 (previous third-party allotment of new shares)
Procedures under the Corporate Code of Conduct
The matter was deliberated and resolved by the Board of Directors, including the independent outside directors. An opinion letter was obtained from independent outside directors who have no conflict of interest with コンヴァノ, stating that the matter would not disadvantage minority shareholders. The 1 company director who also serves as a director of コンヴァノ was excluded from the deliberations, resolution and negotiations.
Most recent equity financing
Payment completed on 2 July 2026: issuance of new shares through a third-party allotment. Subject shares: 45,000,000 shares; issue price: ¥20 per share.
Impact on Business Performance
The lifting of the restrictions itself will have no impact on the company's results.
Details of issuance or disposal
ItemDetails
Number of shares to be issued or disposed ofSubject shares: 45,000,000 shares
Payment date2 July 2026 (previous third-party allotment of new shares)
Intended allottee株式会社コンヴァノ (parent company)
Intended allottee's holding policyThe policy is to hold the subject shares over the medium to long term. Following the lifting of the restrictions, the policy is to consider selling part of the subject shares as necessary, while taking the impact on the market into consideration.
Transfer restriction period6 months from the payment date (just over 2 months remaining as of the lifting of the restrictions; the original expiry was scheduled for early January 2027)
Conditions for lifting transfer restrictionsA mechanism under which disposal may be permitted with the company's prior written consent. Under this disclosure, the parties agreed to lift all restrictions on the sale, pledging, lending and any other disposal of the subject shares.
Procedures under the Corporate Code of ConductThe matter was deliberated and resolved by the Board of Directors, including the independent outside directors. An opinion letter was obtained from independent outside directors who have no conflict of interest with コンヴァノ, stating that the matter would not disadvantage minority shareholders. The 1 company director who also serves as a director of コンヴァノ was excluded from the deliberations, resolution and negotiations.
Most recent equity financingPayment completed on 2 July 2026: issuance of new shares through a third-party allotment. Subject shares: 45,000,000 shares; issue price: ¥20 per share.
Impact on Business PerformanceThe lifting of the restrictions itself will have no impact on the company's results.
Items this document does not state (19)
Type of issuance or disposalIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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.

In addition to achieving the original objectives of the lock-up, namely compliance with listing maintenance standards and stabilising supply and demand immediately after the capital increase, the company aims to improve the tradable share ratio and market liquidity associated with the parent-subsidiary listing and prepare the environment for future equity financing.

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.
Notice concerning the release of the lock-up (transfer restriction) with the parent company Convano Inc. | AXEL MARK INC. (3624) timely disclosure | Komori