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
299.87
Dilution rate (as a percentage of total shares outstanding, assuming all new shares and stock acquisition rights are issued and exercised)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of New Shares through a Private Placement, Issuance of the 13th stock acquisition rights through a third-party allotment, Issuance of the 14th stock acquisition rights through a third-party allotment, Issuance of the 15th Stock Acquisition Rights through a third-party allotment, Issuance of the 1st unsecured straight bond (private placement)
Who receives how much
New shares 23,000,000 common shares / Series 13 Stock Acquisition Rights 1,545,000 units (154,500,000 potential shares) / 14th Series Stock Acquisition Rights 380,000 units (38,000,000 potential shares) / 15th Stock Acquisition Rights 800,000 units (80,000,000 potential shares)
Gyet Co.,Ltd.23,000,000 new shares
G Future Fund No. 1 Investment Limited Partnership1,545,000 units of the 13th stock acquisition rights and 380,000 units of the 14th stock acquisition rights
EVO FUND800,000 units of the 15th stock acquisition rights and ¥150,000,000 in bonds
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 ¥3 per share / Series 13 Stock Acquisition Rights ¥0.01 per unit / 14th Series Stock Acquisition Rights ¥0.01 per unit / 15th Stock Acquisition Rights ¥0.01 per unit / Corporate bonds ¥100 per ¥100 of face value
Total issue value
New shares ¥69,000,000 / Series 13 Stock Acquisition Rights ¥15,450 / 14th Series Stock Acquisition Rights ¥3,800 / 15th Stock Acquisition Rights ¥8,000 / Corporate bonds ¥150,000,000
Amount of funds to be raised
Total payment amount ¥886,527,250 (excluding the ¥150,000,000 bond) / Estimated net proceeds ¥874,188,500
Estimated issuance expenses
¥12,338,750
Specific use of funds
Development and operating funds for new titlesAmount ¥294 million / Scheduled timing of expenditures January 2027 to September 2027
M&A funding (株式会社オカザキホールディングス)Amount ¥282 million / Scheduled timing of expenditures January 2027 to September 2027
M&A funding (other)Amount ¥147 million / Scheduled timing of expenditures January 2027 to December 2030
Funds for redemption of these bondsAmount ¥150 million / Scheduled timing of expenditures December 2026 to December 2028
Existing Shares and Increase
+299.87%Rate of increase
98,543,233 shares394,043,233Shares
299.87% (299.95% of total voting rights)
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
¥3 per share for each of the 13th, 14th and 15th stock acquisition rights. The exercise price will not be adjusted.
Exercise period
Series 13 28 December 2026 to 28 December 2029 / 14th 1 January 2028 to 6 January 2031 / 15th 28 December 2026 to 29 December 2028
Number of Stock Acquisition Rights
Total number issued 2,725,000 units / Unexercised balance Not disclosed
Reason for acquisition without consideration
The 14th stock acquisition rights are scheduled to be acquired and cancelled if the proposal to amend the articles of incorporation to increase the authorized number of shares is rejected at the annual general meeting of shareholders scheduled for December 2027.
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.
Conditions for lifting transfer restrictions
Transfers of the 15th stock acquisition rights require approval by the company’s board of directors. As a general rule, the 13th and 14th stock acquisition rights may be exercised only after the bonds have been fully redeemed. The 14th stock acquisition rights may be exercised only if an amendment to the articles of incorporation increasing the authorized number of shares is approved.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN Securities Co., Ltd.
Intended allottee's holding policy
ジーイエット and G Fund have a basic policy of holding the acquired shares over the medium to long term. EVO FUND does not intend to hold them over the medium to long term and plans to sell them sequentially in the market. No lock-up or pre-emptive purchase rights apply.
Payment date
25 December 2026
Basis for determining the amount to be paid
An 86.4% discount to the closing price of ¥22 on 11 November 2026. The discount is 86.4% to the average price of ¥22.10 for the most recent month, 88.6% to the average price of ¥26.34 for the most recent three months, and 89.1% to the average price of ¥27.46 for the most recent six months.
Procedures under the Corporate Code of Conduct
Approval by special resolution will be obtained at the annual general meeting of shareholders scheduled for 24 December 2026 for the favorable issuance, significant dilution and amendment to the articles of incorporation. The opinion of the Audit and Supervisory Committee will be obtained.
Most recent equity financing
Timing December 2024 / Type 9th and 10th Series Stock Acquisition Rights / Amount Proceeds of ¥1,023 million, net proceeds of ¥1,006 million, Timing December 2025 / Type 11th and 12th stock acquisition rights / Amount Proceeds of ¥638 million, net proceeds of ¥612 million
Impact on Business Performance
The release and monetization of new titles, strengthening of the earnings base through M&A and improvement of the earnings structure are expected, but no specific earnings impact amount is provided.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of New Shares through a Private Placement, Issuance of the 13th stock acquisition rights through a third-party allotment, Issuance of the 14th stock acquisition rights through a third-party allotment, Issuance of the 15th Stock Acquisition Rights through a third-party allotment, Issuance of the 1st unsecured straight bond (private placement) |
| Number of shares to be issued or disposed of | New shares 23,000,000 common shares / Series 13 Stock Acquisition Rights 1,545,000 units (154,500,000 potential shares) / 14th Series Stock Acquisition Rights 380,000 units (38,000,000 potential shares) / 15th Stock Acquisition Rights 800,000 units (80,000,000 potential shares) |
| Issue price and disposal price | New shares ¥3 per share / Series 13 Stock Acquisition Rights ¥0.01 per unit / 14th Series Stock Acquisition Rights ¥0.01 per unit / 15th Stock Acquisition Rights ¥0.01 per unit / Corporate bonds ¥100 per ¥100 of face value |
| Total issue value | New shares ¥69,000,000 / Series 13 Stock Acquisition Rights ¥15,450 / 14th Series Stock Acquisition Rights ¥3,800 / 15th Stock Acquisition Rights ¥8,000 / Corporate bonds ¥150,000,000 |
| Amount of funds to be raised | Total payment amount ¥886,527,250 (excluding the ¥150,000,000 bond) / Estimated net proceeds ¥874,188,500 |
| Estimated issuance expenses | ¥12,338,750 |
| Specific use of funds | Details Development and operating funds for new titles / Amount ¥294 million / Scheduled timing of expenditures January 2027 to September 2027, Details M&A funding (株式会社オカザキホールディングス) / Amount ¥282 million / Scheduled timing of expenditures January 2027 to September 2027, Details M&A funding (other) / Amount ¥147 million / Scheduled timing of expenditures January 2027 to December 2030, Details Funds for redemption of these bonds / Amount ¥150 million / Scheduled timing of expenditures December 2026 to December 2028 |
| Payment date | 25 December 2026 |
| Intended allottee | Name Gyet Co.,Ltd. / Number of shares 23,000,000 new shares, Name G Future Fund No. 1 Investment Limited Partnership / Number of shares 1,545,000 units of the 13th stock acquisition rights and 380,000 units of the 14th stock acquisition rights, Name EVO FUND / Number of shares 800,000 units of the 15th stock acquisition rights and ¥150,000,000 in bonds |
| Intended allottee's holding policy | ジーイエット and G Fund have a basic policy of holding the acquired shares over the medium to long term. EVO FUND does not intend to hold them over the medium to long term and plans to sell them sequentially in the market. No lock-up or pre-emptive purchase rights apply. |
| Dilution Rate | 299.87% (299.95% of total voting rights) |
| Total number of issued shares | 98,543,233 shares → 394,043,233 shares (assuming issuance of all new shares and exercise of all stock acquisition rights)（299.87％） |
| Basis for determining the amount to be paid | An 86.4% discount to the closing price of ¥22 on 11 November 2026. The discount is 86.4% to the average price of ¥22.10 for the most recent month, 88.6% to the average price of ¥26.34 for the most recent three months, and 89.1% to the average price of ¥27.46 for the most recent six months. |
| Exercise price | ¥3 per share for each of the 13th, 14th and 15th stock acquisition rights. The exercise price will not be adjusted. |
| Exercise period | Series 13 28 December 2026 to 28 December 2029 / 14th 1 January 2028 to 6 January 2031 / 15th 28 December 2026 to 29 December 2028 |
| Number of Stock Acquisition Rights | Total number issued 2,725,000 units / Unexercised balance Not disclosed |
| Conditions for lifting transfer restrictions | Transfers of the 15th stock acquisition rights require approval by the company’s board of directors. As a general rule, the 13th and 14th stock acquisition rights may be exercised only after the bonds have been fully redeemed. The 14th stock acquisition rights may be exercised only if an amendment to the articles of incorporation increasing the authorized number of shares is approved. |
| Reason for acquisition without consideration | The 14th stock acquisition rights are scheduled to be acquired and cancelled if the proposal to amend the articles of incorporation to increase the authorized number of shares is rejected at the annual general meeting of shareholders scheduled for December 2027. |
| Underwriter / lead underwriter | EVOLUTION JAPAN Securities Co., Ltd. |
| Procedures under the Corporate Code of Conduct | Approval by special resolution will be obtained at the annual general meeting of shareholders scheduled for 24 December 2026 for the favorable issuance, significant dilution and amendment to the articles of incorporation. The opinion of the Audit and Supervisory Committee will be obtained. |
| Most recent equity financing | Timing December 2024 / Type 9th and 10th Series Stock Acquisition Rights / Amount Proceeds of ¥1,023 million, net proceeds of ¥1,006 million, Timing December 2025 / Type 11th and 12th stock acquisition rights / Amount Proceeds of ¥638 million, net proceeds of ¥612 million |
| Impact on Business Performance | The release and monetization of new titles, strengthening of the earnings base through M&A and improvement of the earnings structure are expected, but no specific earnings impact amount is provided. |
Items this document does not state (6)
Transfer restriction periodCategories 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.The 11th and 12th stock acquisition rights have not generated sufficient proceeds, so funds are needed for the development and operation of new titles, additional investment in 株式会社オカザキホールディングス, other M&A and redemption of the bonds. The company aims to improve its earnings structure, stabilize its financial base and promptly resolve significant doubts regarding the going-concern assumption.
How to read this page
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