Komori
Share Issuance and Disposal3803Image Information Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of Paid Stock Options (First Series of Stock Acquisition Rights) Subject to Mandatory Exercise Conditions

The Company resolved to issue 3,373 paid stock acquisition rights with mandatory exercise conditions to 2 directors and 2 employees through a third-party allotment. If all rights are exercised, the number of common shares will increase by 337,300.

Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
9.97
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock acquisition rights through a third-party allotment (stock options with mandatory exercise conditions)

Who receives how much

337,300 common shares (3,373 stock acquisition rights, 100 shares per right)

2 directors of the Company3,120 stock acquisition rights (underlying shares: 312,000)
2 employees of the Company253 stock acquisition rights (underlying shares: 25,300)

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.

¥8,615 per stock acquisition right, or ¥86.15 per share
Total issue value

¥29,058,395 (total issue price of the stock acquisition rights)

Amount of funds to be raised
Total payment amount: ¥267,529,495; estimated net proceeds: ¥266,479,495
Estimated issuance expenses
¥1,050,000
Specific use of funds
Working capital for the GroupScheduled timing of expenditures It is difficult at this time to specify the precise timing of the planned expenditures.
M&A funds for business expansionScheduled timing of expenditures It is difficult at this time to specify the precise timing of the planned expenditures.
Existing Shares and Increase
+9.97%Rate of increase
3,381,500 shares3,718,800Shares

9.97% (as a percentage of the total number of shares issued); 10.17% (as a percentage of the total number of voting rights as of 31 March 2026)

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 ¥707 per share. Adjustment provisions apply in the event of a share split or consolidation, an issuance below market value or other specified events. The mandatory exercise condition is met if the average closing price over 20 consecutive trading days falls below 50% of the exercise price (¥354). No floor exercise price is stated.
Exercise period
Start Date 16 October 2027 / End date 15 October 2031
Number of Stock Acquisition Rights
Total issued: 3,373 rights; unexercised rights: Not disclosed
Reason for acquisition without consideration
In the event of a reorganisation, certain share consolidations, a demand for the sale of shares by a special controlling shareholder, or circumstances in which the rights can no longer be exercised, the Company may acquire all or part of the stock acquisition rights without consideration.
Categories and Number of Persons Covered
2 Company directors: 3,120 rights; 2 Company employees: 253 rights. The breakdown for directors includes 2,024 rights held by Mizuguchi Tsubasa (水口 翼).
Intended allottee's holding policy
The allottees may not waive all or any portion of these stock acquisition rights. Any acquisition through a transfer requires the approval of the Company's Board of Directors.
Payment date
16 October 2026
Basis for determining the amount to be paid
The exercise price is ¥707, the closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 25 September 2026. The issue price of the stock acquisition rights is equal to their fair value of ¥8,615, calculated using a Monte Carlo simulation by an independent valuation institution. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
Issued pursuant to a Board of Directors resolution. Because the director allottees have a special interest, they did not participate in the deliberations or resolution concerning the issuance to themselves. Shareholder approval was not obtained.
Most recent equity financing
Timing Announced on 29 January 2026 / Type Third-party allotment of new shares to サイブリッジ合同会社 / Amount Approximately ¥600 million
Impact on Business Performance
The impact of this matter on the Company's consolidated results for the current fiscal year is immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock acquisition rights through a third-party allotment (stock options with mandatory exercise conditions)
Number of shares to be issued or disposed of337,300 common shares (3,373 stock acquisition rights, 100 shares per right)
Issue price and disposal price¥8,615 per stock acquisition right, or ¥86.15 per share
Total issue value¥29,058,395 (total issue price of the stock acquisition rights)
Amount of funds to be raisedTotal payment amount: ¥267,529,495; estimated net proceeds: ¥266,479,495
Estimated issuance expenses¥1,050,000
Specific use of fundsDetails Working capital for the Group / Amount Not disclosed / Scheduled timing of expenditures It is difficult at this time to specify the precise timing of the planned expenditures., Details M&A funds for business expansion / Amount Not disclosed / Scheduled timing of expenditures It is difficult at this time to specify the precise timing of the planned expenditures.
Payment date16 October 2026
Intended allotteeName 2 directors of the Company / Number of Shares 3,120 stock acquisition rights (underlying shares: 312,000), Name 2 employees of the Company / Number of Shares 253 stock acquisition rights (underlying shares: 25,300)
Intended allottee's holding policyThe allottees may not waive all or any portion of these stock acquisition rights. Any acquisition through a transfer requires the approval of the Company's Board of Directors.
Dilution Rate9.97% (as a percentage of the total number of shares issued); 10.17% (as a percentage of the total number of voting rights as of 31 March 2026)
Total number of issued shares3,381,500 shares → 3,718,800 shares (if all rights are exercised)(9.97%)
Basis for determining the amount to be paidThe exercise price is ¥707, the closing price of the Company's common shares on the Tokyo Stock Exchange Growth Market on 25 September 2026. The issue price of the stock acquisition rights is equal to their fair value of ¥8,615, calculated using a Monte Carlo simulation by an independent valuation institution. No discount or premium rate is stated.
Exercise priceThe initial exercise price is ¥707 per share. Adjustment provisions apply in the event of a share split or consolidation, an issuance below market value or other specified events. The mandatory exercise condition is met if the average closing price over 20 consecutive trading days falls below 50% of the exercise price (¥354). No floor exercise price is stated.
Exercise periodStart Date 16 October 2027 / End date 15 October 2031
Number of Stock Acquisition RightsTotal issued: 3,373 rights; unexercised rights: Not disclosed
Reason for acquisition without considerationIn the event of a reorganisation, certain share consolidations, a demand for the sale of shares by a special controlling shareholder, or circumstances in which the rights can no longer be exercised, the Company may acquire all or part of the stock acquisition rights without consideration.
Categories and Number of Persons Covered2 Company directors: 3,120 rights; 2 Company employees: 253 rights. The breakdown for directors includes 2,024 rights held by Mizuguchi Tsubasa (水口 翼).
Procedures under the Corporate Code of ConductIssued pursuant to a Board of Directors resolution. Because the director allottees have a special interest, they did not participate in the deliberations or resolution concerning the issuance to themselves. Shareholder approval was not obtained.
Most recent equity financingTiming Announced on 29 January 2026 / Type Third-party allotment of new shares to サイブリッジ合同会社 / Amount Approximately ¥600 million
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results for the current fiscal year is immaterial.
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsTotal 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.

To increase the motivation and morale of directors and employees and clarify their commitment to improving the share price and market capitalisation. If the share price falls significantly, the allottees will be required to exercise the rights, so that they share the risk of a share price decline with existing shareholders.

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Notice Regarding the Issuance of Paid Stock Options (First Series of Stock Acquisition Rights) Subject to Mandatory Exercise Conditions | Image Information Inc. (3803) timely disclosure | Komori