Details of issuance or disposal
Issuance of paid stock acquisition rights through a third-party allotment (stock options with mandatory exercise conditions)
337,300 common shares (3,373 stock acquisition rights, 100 shares per right)
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.
¥29,058,395 (total issue price of the stock acquisition rights)
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock acquisition rights through a third-party allotment (stock options with mandatory exercise conditions) |
| Number of shares to be issued or disposed of | 337,300 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 raised | Total payment amount: ¥267,529,495; estimated net proceeds: ¥266,479,495 |
| Estimated issuance expenses | ¥1,050,000 |
| Specific use of funds | Details 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 date | 16 October 2026 |
| Intended allottee | Name 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 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. |
| Dilution Rate | 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) |
| Total number of issued shares | 3,381,500 shares → 3,718,800 shares (if all rights are exercised)(9.97%) |
| 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. |
| 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). |
| 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. |
Items this document does not state (7)
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.