Notice Regarding the Execution of a Definitive Agreement with AVA3 HD株式会社
V-cube,Inc.
The Company's common shares and Class V preferred shares
The need to improve the financial base in light of negative net worth for 2 consecutive fiscal years, approximately ¥6.5 billion in borrowings, breaches of financial covenants and the planned delisting
Currently under review. The Company plans to promptly disclose the specific amount of the impact once it becomes clear.
The impact on the Company's group results is currently under review. The Company will promptly disclose the specific amount of the impact once it becomes clear.
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.
AVA3 HD株式会社: 0 voting rights, 0% (as of 23 April 2026)
AVA3 HD株式会社: 2,533,802 voting rights, 90.74% (based on the total number of voting rights as of 23 April 2026)
Related procedures
Private placement, share consolidation and approval procedures at an extraordinary general meeting of shareholders
Tokyo Stock Exchange and the court (permission to sell fractional shares arising from the share consolidation)
Company response
An independent committee was established pursuant to a Board of Directors resolution dated 5 March 2026. It consists of 4 members: Nishimura Kenichi (西村憲一), Matsuyama Daiko (松山大耕), Akimoto Hidehito (秋元秀仁) and Komatsu Keiko (小松慶子). The disclosure also refers to the establishment of a special investigation committee, but details regarding its chairperson and establishment date are not disclosed.
The Company plans to hold an extraordinary general meeting of shareholders around mid-June 2026 and execute the private placement subject to approval of all proposals. Subsequently, the Company's common shares and Class V preferred shares are expected to be consolidated at a ratio of 1 share for every 6,469,357 shares, making AVA3 HD株式会社 the sole shareholder. The Company is scheduled to be delisted on 1 July 2026.
The specific date of the extraordinary general meeting of shareholders, the payment date for the private placement and the schedule for the share consolidation will be promptly announced in the publication concerning the resolution to convene the meeting. The Company also plans to promptly disclose the specific amount of the impact on its results once it becomes clear.
| Item | Details |
|---|---|
| Event name | Notice Regarding the Execution of a Definitive Agreement with AVA3 HD株式会社 |
| Date of occurrence | 18 May 2026 (date of execution of the definitive agreement and date of the Board of Directors resolution) |
| Subject Entity | V-cube,Inc. |
| Target Locations / Products | The Company's common shares and Class V preferred shares |
| Cause | The need to improve the financial base in light of negative net worth for 2 consecutive fiscal years, approximately ¥6.5 billion in borrowings, breaches of financial covenants and the planned delisting |
| Amount of Impact on Business Performance | Currently under review. The Company plans to promptly disclose the specific amount of the impact once it becomes clear. |
| Impact on Earnings Forecast | The impact on the Company's group results is currently under review. The Company will promptly disclose the specific amount of the impact once it becomes clear. |
| Type of litigation or proceeding | Private placement, share consolidation and approval procedures at an extraordinary general meeting of shareholders |
| Court or authority | Tokyo Stock Exchange and the court (permission to sell fractional shares arising from the share consolidation) |
| Investigation structure | An independent committee was established pursuant to a Board of Directors resolution dated 5 March 2026. It consists of 4 members: Nishimura Kenichi (西村憲一), Matsuyama Daiko (松山大耕), Akimoto Hidehito (秋元秀仁) and Komatsu Keiko (小松慶子). The disclosure also refers to the establishment of a special investigation committee, but details regarding its chairperson and establishment date are not disclosed. |
| Voting rights ownership percentage before the change | AVA3 HD株式会社: 0 voting rights, 0% (as of 23 April 2026) |
| Voting rights ownership percentage after the change | AVA3 HD株式会社: 2,533,802 voting rights, 90.74% (based on the total number of voting rights as of 23 April 2026) |
| Outlook | The Company plans to hold an extraordinary general meeting of shareholders around mid-June 2026 and execute the private placement subject to approval of all proposals. Subsequently, the Company's common shares and Class V preferred shares are expected to be consolidated at a ratio of 1 share for every 6,469,357 shares, making AVA3 HD株式会社 the sole shareholder. The Company is scheduled to be delisted on 1 July 2026. |
| Planned follow-up disclosure | The specific date of the extraordinary general meeting of shareholders, the payment date for the private placement and the schedule for the share consolidation will be promptly announced in the publication concerning the resolution to convene the meeting. The Company also plans to promptly disclose the specific amount of the impact on its results once it becomes clear. |
Items this document does not state (11)
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 improve the Company's severe financial condition, including negative net worth for 2 consecutive fiscal years, approximately ¥6.5 billion in borrowings, breaches of financial covenants and the planned delisting, and to secure and promptly raise equity-like funds to be applied to the repayment of borrowings and other purposes. The Company determined that there were no specific and realistic financing methods other than a private placement.