Worth reading
85Important
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
17.84
Dilution rate (%)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 34th Series of Stock Acquisition Rights with a Fixed Exercise Price by Third-Party Allotment
発行・処分する株式数
Potential shares: 11,650,000 shares (116,500 stock acquisition rights, 100 shares per right)
Intended allottee
Name Convano Inc. / Number of stock acquisition rights 116,500
¥53 per stock acquisition right
Total issue value
¥6,174,500
Amount of funds to be raised
Total payment amount: ¥367,324,500; estimated net proceeds: ¥355,324,500
Estimated issuance expenses
¥12,000,000
Specific use of funds
Funds for inventory replacement related to the trading card businessAmount ¥200 million / Scheduled timing of expenditures December 2026 to December 2027
Working capital at the company (Axelmark headquarters) (working capital for product purchases related to the trading card business)Amount ¥155.3 million / Scheduled timing of expenditures December 2026 to December 2028
Existing Shares and Increase
+17.84%Rate of increase
65,313,200 shares76,963,200Shares
17.84% (the dilution rate when considered together with the previous third-party allotment is 278.97%)
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 ¥31 per share. There is no adjustment provision for the exercise price. The exercise price will be adjusted in the event of a share split, share consolidation or similar event.
Exercise period
1 December 2026 to 30 November 2028
Number of Stock Acquisition Rights
Total number issued: 116,500; number of unexercised rights: Not disclosed
Reason for acquisition without consideration
The company may acquire all or part of the rights by board resolution at ¥53 per right. In the event of a corporate reorganisation, certain tender offers, a resolution concerning class shares subject to a provision requiring the acquisition of all shares, the occurrence of grounds for delisting or designation as a security under supervision, the company will acquire all remaining rights.
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
The period is Not disclosed. Board approval is required for any transfer, and under the purchase agreement the rights may not be transferred to a third party without the company's prior consent.
Offering structure
Major shareholders after the offering
Name Convano Inc. / Shareholding ratio 73.61% if all rights are exercised
Intended allottee's holding policy
When the company's share price exceeds the exercise price, the allottee intends to exercise the rights depending on the occurrence of the company's funding needs. The shares acquired through the exercise of these stock acquisition rights are scheduled to be sold at appropriate times, taking into account the liquidity of the company's shares and the proportion of freely tradable shares.
Payment date
30 November 2026
Basis for determining the amount to be paid
Exercise price: ¥31. This was calculated by rounding up ¥30.6, equivalent to 90% of the closing price of ¥34 on 12 November 2026, to the nearest whole yen. This represents an 8.82% discount to the closing price. The issue price of the stock acquisition rights was determined based on the valuation by an independent third-party valuation institution.
Procedures under the Corporate Code of Conduct
The company obtained an opinion from a third-party committee that this third-party allotment would not disadvantage minority shareholders and that it was necessary and appropriate. Because the dilution rate, when considered together with the previous third-party allotment, is 25% or more, the procedures under Article 432 of the Listing Regulations were carried out.
Most recent equity financing
Timing Payment completed on 2 July 2026 / Type Issuance of new shares by third-party allotment to Convano Inc. / Amount Total payment amount: ¥900 million (estimated net proceeds: ¥867 million), Timing Issued on 19 November 2025; acquisition and cancellation of the remaining rights completed on 7 April 2026 / Type 31st Series of Stock Acquisition Rights (with an exercise-price adjustment provision) and 32nd Series of Stock Acquisition Rights / Amount The amount raised was limited (specific amount: Not disclosed)
Impact on Business Performance
The consolidated earnings forecast for the fiscal year ending December 2027 does not incorporate any improvement in profitability from inventory replacement, and the extent of such improvement cannot be reasonably estimated. For the fiscal year ending December 2027, the company forecasts net sales of ¥1,402 million, an operating loss of ¥613 million, an ordinary loss of ¥633 million and a net loss attributable to owners of the parent of ¥634 million.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 34th Series of Stock Acquisition Rights with a Fixed Exercise Price by Third-Party Allotment |
| Number of shares to be issued or disposed of | Potential shares: 11,650,000 shares (116,500 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥53 per stock acquisition right |
| Total issue value | ¥6,174,500 |
| Amount of funds to be raised | Total payment amount: ¥367,324,500; estimated net proceeds: ¥355,324,500 |
| Estimated issuance expenses | ¥12,000,000 |
| Specific use of funds | Details Funds for inventory replacement related to the trading card business / Amount ¥200 million / Scheduled timing of expenditures December 2026 to December 2027, Details Working capital at the company (Axelmark headquarters) (working capital for product purchases related to the trading card business) / Amount ¥155.3 million / Scheduled timing of expenditures December 2026 to December 2028 |
| Payment date | 30 November 2026 |
| Intended allottee | Name Convano Inc. / Number of stock acquisition rights 116,500 |
| Intended allottee's holding policy | When the company's share price exceeds the exercise price, the allottee intends to exercise the rights depending on the occurrence of the company's funding needs. The shares acquired through the exercise of these stock acquisition rights are scheduled to be sold at appropriate times, taking into account the liquidity of the company's shares and the proportion of freely tradable shares. |
| Dilution Rate | 17.84% (the dilution rate when considered together with the previous third-party allotment is 278.97%) |
| Total number of issued shares | 65,313,200 shares → 76,963,200 shares (if all rights are exercised)（17.84％） |
| Basis for determining the amount to be paid | Exercise price: ¥31. This was calculated by rounding up ¥30.6, equivalent to 90% of the closing price of ¥34 on 12 November 2026, to the nearest whole yen. This represents an 8.82% discount to the closing price. The issue price of the stock acquisition rights was determined based on the valuation by an independent third-party valuation institution. |
| Exercise price | The initial exercise price is ¥31 per share. There is no adjustment provision for the exercise price. The exercise price will be adjusted in the event of a share split, share consolidation or similar event. |
| Exercise period | 1 December 2026 to 30 November 2028 |
| Number of Stock Acquisition Rights | Total number issued: 116,500; number of unexercised rights: Not disclosed |
| Transfer restriction period | The period is Not disclosed. Board approval is required for any transfer, and under the purchase agreement the rights may not be transferred to a third party without the company's prior consent. |
| Reason for acquisition without consideration | The company may acquire all or part of the rights by board resolution at ¥53 per right. In the event of a corporate reorganisation, certain tender offers, a resolution concerning class shares subject to a provision requiring the acquisition of all shares, the occurrence of grounds for delisting or designation as a security under supervision, the company will acquire all remaining rights. |
| Procedures under the Corporate Code of Conduct | The company obtained an opinion from a third-party committee that this third-party allotment would not disadvantage minority shareholders and that it was necessary and appropriate. Because the dilution rate, when considered together with the previous third-party allotment, is 25% or more, the procedures under Article 432 of the Listing Regulations were carried out. |
| Most recent equity financing | Timing Payment completed on 2 July 2026 / Type Issuance of new shares by third-party allotment to Convano Inc. / Amount Total payment amount: ¥900 million (estimated net proceeds: ¥867 million), Timing Issued on 19 November 2025; acquisition and cancellation of the remaining rights completed on 7 April 2026 / Type 31st Series of Stock Acquisition Rights (with an exercise-price adjustment provision) and 32nd Series of Stock Acquisition Rights / Amount The amount raised was limited (specific amount: Not disclosed) |
| Major shareholders after the offering | Name Convano Inc. / Shareholding ratio 73.61% if all rights are exercised |
| Impact on Business Performance | The consolidated earnings forecast for the fiscal year ending December 2027 does not incorporate any improvement in profitability from inventory replacement, and the extent of such improvement cannot be reasonably estimated. For the fiscal year ending December 2027, the company forecasts net sales of ¥1,402 million, an operating loss of ¥613 million, an ordinary loss of ¥633 million and a net loss attributable to owners of the parent of ¥634 million. |
Items this document does not state (6)
Conditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio
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 funds for inventory replacement and product purchases for the trading card business, replace inventory whose value has been impaired by falling market prices, secure high-value cards, expand mystery pack sales and reform the earnings structure of the existing businesses. The company also cited its decision to secure working capital through equity, which does not require repayment, rather than borrowings while operating losses continue.
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