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Share Issuance and Disposal3825Remixpoint,inc.Retail

Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights)

The Company has resolved to issue 21,630 Series 29 share acquisition rights (stock options) for consideration to 44 directors and employees of the Company and its subsidiaries. If all rights are exercised, 2,163,000 common shares will be delivered, resulting in dilution of approximately 1.5% of the total number of issued shares.

Worth reading
62In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1.5
% (maximum dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as paid stock options (Series 29 share acquisition rights)

Who receives how much

2,163,000 common shares (21,630 share acquisition rights, 100 shares per right)

3 directors of the Company3,000 share acquisition rights
38 employees of the Company18,180 share acquisition rights
1 director of a subsidiary of the Company300 share acquisition rights
2 employees of a subsidiary of the Company150 share acquisition rights

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.

¥221 per share acquisition right
Total issue value

¥4,780,230 (if all 21,630 rights are allotted)

Amount of funds to be raised
Total amount paid in: ¥4,780,230; estimated net proceeds: Not disclosed
発行済株式総数

Maximum of approximately 1.5% (also 1.5% as a percentage of the total number of 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
¥226 per share. Adjustment provisions apply in the event of a stock split, consolidation of shares or similar event. The share-price-linked adjustment provisions and adjustment floor are Not disclosed.
Exercise period
From 10 August 2026 to 9 August 2031 (if the expiration date falls on a bank holiday, until the immediately preceding bank business day)
Number of Stock Acquisition Rights
Total number issued: 21,630 rights (number scheduled to be allotted). Number of unexercised rights: Not disclosed
Reason for acquisition without consideration
Where a reorganization or similar transaction is approved, where the rights can no longer be exercised due to the loss of eligibility to exercise them or for another reason, where the holder waives the rights, or where the acquisition of all shares of a class stock subject to wholly call rights is approved
Categories and Number of Persons Covered
3 directors of the Company: 3,000 rights, 38 employees of the Company: 18,180 rights, 1 director of a subsidiary of the Company: 300 rights, 2 employees of a subsidiary of the Company: 150 rights
Payment date
18 May 2026 (Monday)
Basis for determining the amount to be paid
The issue price was set at the same amount as the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation based on assumptions including a share price of ¥226, an exercise price of ¥226, volatility of 86.2%, an exercise period from 10 August 2026 to 9 August 2031, a risk-free rate of 1.9%, and a dividend yield of 0%. The discount or premium to the closing price or average share price is Not disclosed.
Procedures under the Corporate Code of Conduct
The issuance will be carried out pursuant to a board resolution without obtaining approval at a shareholders' meeting. Based on the valuation by an independent third-party valuation institution, the audit and supervisory committee members have not expressed an objection that the issue price is particularly favorable.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as paid stock options (Series 29 share acquisition rights)
Number of shares to be issued or disposed of2,163,000 common shares (21,630 share acquisition rights, 100 shares per right)
Issue price and disposal price¥221 per share acquisition right
Total issue value¥4,780,230 (if all 21,630 rights are allotted)
Amount of funds to be raisedTotal amount paid in: ¥4,780,230; estimated net proceeds: Not disclosed
Payment date18 May 2026 (Monday)
Intended allotteeName 3 directors of the Company / Number of Shares 3,000 share acquisition rights, Name 38 employees of the Company / Number of Shares 18,180 share acquisition rights, Name 1 director of a subsidiary of the Company / Number of Shares 300 share acquisition rights, Name 2 employees of a subsidiary of the Company / Number of Shares 150 share acquisition rights
Dilution RateMaximum of approximately 1.5% (also 1.5% as a percentage of the total number of voting rights)
Total number of issued shares149,044,800 shares → Not disclosed
Basis for determining the amount to be paidThe issue price was set at the same amount as the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation based on assumptions including a share price of ¥226, an exercise price of ¥226, volatility of 86.2%, an exercise period from 10 August 2026 to 9 August 2031, a risk-free rate of 1.9%, and a dividend yield of 0%. The discount or premium to the closing price or average share price is Not disclosed.
Exercise price¥226 per share. Adjustment provisions apply in the event of a stock split, consolidation of shares or similar event. The share-price-linked adjustment provisions and adjustment floor are Not disclosed.
Exercise periodFrom 10 August 2026 to 9 August 2031 (if the expiration date falls on a bank holiday, until the immediately preceding bank business day)
Number of Stock Acquisition RightsTotal number issued: 21,630 rights (number scheduled to be allotted). Number of unexercised rights: Not disclosed
Reason for acquisition without considerationWhere a reorganization or similar transaction is approved, where the rights can no longer be exercised due to the loss of eligibility to exercise them or for another reason, where the holder waives the rights, or where the acquisition of all shares of a class stock subject to wholly call rights is approved
Categories and Number of Persons Covered3 directors of the Company: 3,000 rights, 38 employees of the Company: 18,180 rights, 1 director of a subsidiary of the Company: 300 rights, 2 employees of a subsidiary of the Company: 150 rights
Procedures under the Corporate Code of ConductThe issuance will be carried out pursuant to a board resolution without obtaining approval at a shareholders' meeting. Based on the valuation by an independent third-party valuation institution, the audit and supervisory committee members have not expressed an objection that the issue price is particularly favorable.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 the Company's and its subsidiaries' directors and employees to contribute to improved performance under the new management structure, thereby enhancing corporate value and shareholder value. The Company states that setting an exercise condition of a share price of ¥500 or higher and a cancellation condition of a share price below ¥150 will strengthen its commitment to achieving the target share price.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | Remixpoint,inc. (3825) timely disclosure | Komori