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Share Issuance and Disposal3667enish,inc.Information and Communications, Services and Others

Notice Regarding the Issuance by Third-Party Allotment of the 22nd Stock Acquisition Rights (with an Exercise Price Adjustment Provision) and the 2nd Unsecured Bonds, the Execution of a Stock Acquisition Rights Purchase Agreement, and the Acquisition and Cancellation of the 20th Stock Acquisition Rights

The Company will issue 210,000 units of the 22nd Series Stock Acquisition Rights, with an exercise price adjusted according to the share price, to EVO FUND as the allottee, and will simultaneously issue unsecured bonds with a maximum issuance amount of ¥300 million. The 20,500 remaining units of the 20th Series Stock Acquisition Rights will be acquired and cancelled.

Worth reading
89Important
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
47.26
% (dilution rate relative to the total number of issued shares)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance by third-party allotment of the 22nd Series Stock Acquisition Rights (with exercise price adjustment provisions) and the 2nd Series Unsecured Ordinary Bonds (privately placed bonds), and acquisition and cancellation of the 20th Series Stock Acquisition Rights

Who receives how much

Potential shares: 21,000,000 shares (210,000 stock acquisition rights, each convertible into 100 common shares)

EVO FUNDPotential shares: 21,000,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2 per stock acquisition right; ¥100 per ¥100 of bond face value
Total issue value

¥420,000 for the stock acquisition rights; an amount equal to ¥300,000,000 less certain deductions for the bonds

Amount of funds to be raised
Total payment amount: ¥1,134,420,000; estimated net proceeds: ¥1,120,870,000
Estimated issuance expenses
¥13,550,000
Specific use of funds
Redemption of these corporate bondsAmount ¥300 million / Scheduled timing of expenditures May 2026 to April 2027
Development and operating costs related to new titlesAmount ¥180 million (¥21 million in development personnel costs, ¥44 million in outsourced production costs, and ¥115 million in advertising and other costs) / Scheduled timing of expenditures July 2026 to March 2027
Purchase of the crypto asset SOLAmount ¥640 million / Scheduled timing of expenditures August 2026 to February 2027
Existing Shares and Increase
+47.26%Rate of increase
44,431,560 shares65,431,560Shares

47.26% (47.28% 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
Initially ¥54. The terms provide for adjustment according to the share price. Lower limit: ¥27. No upper limit.
Exercise period
14 May 2026 to 13 April 2027
Number of Stock Acquisition Rights
Total issuance: 210,000 units; the 20,500 remaining units of the 20th Series Stock Acquisition Rights are scheduled to be acquired and cancelled
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN Securities Co., Ltd. (arranger)
Major shareholders after the offering
Because the allottee does not intend to hold the shares for an extended period and plans to sell them in the market, the major shareholders and their ownership ratios after the offering are not disclosed.
Intended allottee's holding policy
The investment is for pure investment purposes. The allottee generally does not intend to hold the acquired shares for an extended period and will basically sell them in the market. When selling, the allottee will take the impact on the market into consideration.
Payment date
13 May 2026 (stock acquisition rights); 27 May 2026 (bonds)
Basis for determining the amount to be paid
The initial exercise price of ¥54 is 100% of the closing share price of ¥54 on 24 April 2026. The initial adjustment will be based on 100% of the closing share price on 27 April 2026, and subsequent adjustments will be based on 100% of the simple average closing share price for the two consecutive trading days preceding the adjustment date. The lower exercise price of ¥27 is rounded up from an amount equivalent to 50% of the closing share price on 24 April 2026.
Procedures under the Corporate Code of Conduct
The Company obtained an opinion from a third-party committee regarding the necessity and appropriateness of this issuance. The third-party committee comprises 3 members: Kobayashi Shinsuke (小林 信介), Shimura Naoyuki (志村 直幸), and Ota Kentaro (太田 健太郎).
Most recent equity financing
Timing 14 October 2025 / Type 20th Series Stock Acquisition Rights and 1st Series Unsecured Bonds issued by third-party allotment / Amount Initial funds raised: ¥1,509 million; funds raised to date: ¥709 million, Timing 10 January 2025 / Type Series 19 stock acquisition rights / Amount Not disclosed, Timing 21 March 2024 / Type 17th Series Stock Acquisition Rights and 18th Series Stock Acquisition Rights / Amount Not disclosed, Timing 1 September 2023 / Type 16th Series Stock Acquisition Rights issued by third-party allotment / Amount Estimated net proceeds: ¥1,181,423,000
Impact on Business Performance
The Company expects the allocation of the funds raised to contribute to higher earnings and a stronger financial foundation. The specific impact on financial results has not been determined.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance by third-party allotment of the 22nd Series Stock Acquisition Rights (with exercise price adjustment provisions) and the 2nd Series Unsecured Ordinary Bonds (privately placed bonds), and acquisition and cancellation of the 20th Series Stock Acquisition Rights
Number of shares to be issued or disposed ofPotential shares: 21,000,000 shares (210,000 stock acquisition rights, each convertible into 100 common shares)
Issue price and disposal price¥2 per stock acquisition right; ¥100 per ¥100 of bond face value
Total issue value¥420,000 for the stock acquisition rights; an amount equal to ¥300,000,000 less certain deductions for the bonds
Amount of funds to be raisedTotal payment amount: ¥1,134,420,000; estimated net proceeds: ¥1,120,870,000
Estimated issuance expenses¥13,550,000
Specific use of fundsDetails Redemption of these corporate bonds / Amount ¥300 million / Scheduled timing of expenditures May 2026 to April 2027, Details Development and operating costs related to new titles / Amount ¥180 million (¥21 million in development personnel costs, ¥44 million in outsourced production costs, and ¥115 million in advertising and other costs) / Scheduled timing of expenditures July 2026 to March 2027, Details Purchase of the crypto asset SOL / Amount ¥640 million / Scheduled timing of expenditures August 2026 to February 2027
Payment date13 May 2026 (stock acquisition rights); 27 May 2026 (bonds)
Intended allotteeName EVO FUND / Number of Shares Potential shares: 21,000,000 shares
Intended allottee's holding policyThe investment is for pure investment purposes. The allottee generally does not intend to hold the acquired shares for an extended period and will basically sell them in the market. When selling, the allottee will take the impact on the market into consideration.
Dilution Rate47.26% (47.28% on a voting rights basis)
Total number of issued shares44,431,560 shares → 65,431,560 shares (if all of these stock acquisition rights are exercised)(47.26%)
Basis for determining the amount to be paidThe initial exercise price of ¥54 is 100% of the closing share price of ¥54 on 24 April 2026. The initial adjustment will be based on 100% of the closing share price on 27 April 2026, and subsequent adjustments will be based on 100% of the simple average closing share price for the two consecutive trading days preceding the adjustment date. The lower exercise price of ¥27 is rounded up from an amount equivalent to 50% of the closing share price on 24 April 2026.
Exercise priceInitially ¥54. The terms provide for adjustment according to the share price. Lower limit: ¥27. No upper limit.
Exercise period14 May 2026 to 13 April 2027
Number of Stock Acquisition RightsTotal issuance: 210,000 units; the 20,500 remaining units of the 20th Series Stock Acquisition Rights are scheduled to be acquired and cancelled
Underwriter / lead underwriterEVOLUTION JAPAN Securities Co., Ltd. (arranger)
Procedures under the Corporate Code of ConductThe Company obtained an opinion from a third-party committee regarding the necessity and appropriateness of this issuance. The third-party committee comprises 3 members: Kobayashi Shinsuke (小林 信介), Shimura Naoyuki (志村 直幸), and Ota Kentaro (太田 健太郎).
Most recent equity financingTiming 14 October 2025 / Type 20th Series Stock Acquisition Rights and 1st Series Unsecured Bonds issued by third-party allotment / Amount Initial funds raised: ¥1,509 million; funds raised to date: ¥709 million, Timing 10 January 2025 / Type Series 19 stock acquisition rights / Amount Not disclosed, Timing 21 March 2024 / Type 17th Series Stock Acquisition Rights and 18th Series Stock Acquisition Rights / Amount Not disclosed, Timing 1 September 2023 / Type 16th Series Stock Acquisition Rights issued by third-party allotment / Amount Estimated net proceeds: ¥1,181,423,000
Major shareholders after the offeringBecause the allottee does not intend to hold the shares for an extended period and plans to sell them in the market, the major shareholders and their ownership ratios after the offering are not disclosed.
Impact on Business PerformanceThe Company expects the allocation of the funds raised to contribute to higher earnings and a stronger financial foundation. The specific impact on financial results has not been determined.
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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.

The funds will be secured for the development and operating costs of new titles, the recovery of the earnings base of existing businesses, the strengthening of the financial foundation, and the purchase of the crypto asset SOL to promote the active treasury business (DAT business). The 20th Series Stock Acquisition Rights will be acquired and cancelled because exercise has not progressed due to the weak share price, making the planned fundraising difficult.

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Notice Regarding the Issuance by Third-Party Allotment of the 22nd Stock Acquisition Rights (with an Exercise Price Adjustment Provision) and the 2nd Unsecured Bonds, the Execution of a Stock Acquisition Rights Purchase Agreement, and the Acquisition and Cancellation of the 20th Stock Acquisition Rights | enish,inc. (3667) timely disclosure | Komori