Komori
Share Issuance and Disposal4179G-NEXT Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares and the Eighth Stock Acquisition Rights through a Third-Party Allotment

G-NEXT Inc. resolved to issue 1,359,300 new shares through a third-party allotment to ASK space design, ADON and 富士キャピタル有限責任事業組合, and 17,154 Eighth Series Stock Acquisition Rights to 舞花, SEVEN STAR SYSTEM and ASK space design. If all of the stock acquisition rights are exercised, up to 1,715,400 shares will be delivered.

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
56.59
% (dilution rate assuming the issuance of the new shares and full exercise of the stock acquisition rights)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares and the Eighth Series of Stock Acquisition Rights through a third-party allotment

発行・処分する株式数

New shares 1,359,300 shares / Potential shares underlying the stock acquisition rights 1,715,400 underlying shares

Intended allottee
Name 株式会社ASK space design / Number of shares 647,300 shares / Number of stock acquisition rights 3,237 stock acquisition rights, Name 株式会社ADON / Number of shares 388,300 shares / Number of stock acquisition rights Not disclosed, Name 富士キャピタル有限責任事業組合 / Number of shares 323,700 shares / Number of stock acquisition rights Not disclosed, Name 株式会社舞花 / Number of stock acquisition rights 10,680 stock acquisition rights, Name SEVEN STAR SYSTEM株式会社 / Number of stock acquisition rights 3,237 stock acquisition rights
New shares ¥309 per share / Stock Acquisition Rights ¥134 per stock acquisition right
Total issue value

New shares ¥420,023,700 / Stock Acquisition Rights ¥2,298,636

Amount of funds to be raised
Total payment amount ¥952,380,936 / Estimated net proceeds ¥942,230,936
Estimated issuance expenses
¥10,150,000
Specific use of funds
Funds for new business and service developmentAmount ¥320 million (net proceeds from the issuance of the new shares and stock acquisition rights), ¥130 million (proceeds from the exercise of the stock acquisition rights) / Scheduled timing of expenditures October 2026 to November 2028, November 2026 to March 2029
Working capitalAmount ¥97 million / Scheduled timing of expenditures October 2026 to September 2027
Funds for identifying M&A and capital and business alliance partnersAmount ¥395 million / Scheduled timing of expenditures November 2026 to March 2029
Existing Shares and Increase
+56.59%Rate of increase
5,433,066 shares8,507,766Shares

56.59% (56.68% on a voting-rights basis)

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
Initially ¥309. No adjustment clause; fixed.
Exercise period
From 2 October 2026 to 1 October 2031
Number of Stock Acquisition Rights
Total issuance of 17,154 stock acquisition rights. Remaining unexercised rights: Not disclosed.
Reason for acquisition without consideration
The stock acquisition rights include an acquisition clause allowing the Company to acquire them at its discretion. Specific conditions: Not disclosed.
Offering structure
Major shareholders after the offering
Name 株式会社舞花 / Shareholding ratio 26.79%Name 株式会社ASK space design / Shareholding ratio 11.42%Name Yokoji Yusuke (横治 祐介) / Shareholding ratio 7.79%Name 株式会社ADON / Shareholding ratio 4.57%Name SEVEN STAR SYSTEM株式会社 / Shareholding ratio 3.81%Name 富士キャピタル有限責任事業組合 / Shareholding ratio 3.81%
Intended allottee's holding policy
ASK space design and ADON intend to hold the securities over the medium to long term. 富士キャピタル有限責任事業組合 generally intends to hold them for the short to medium term as a pure investment, but may sell them. 舞花 and SEVEN STAR SYSTEM intend to hold the stock acquisition rights over the medium to long term, but plan to sell the shares after exercise to procure funds and for other purposes.
Payment date
1 October 2026
Basis for determining the amount to be paid
¥309, representing a 9.91% discount to the closing price of ¥343 on 14 September 2026. This represents discounts of 13.69% to the average price of ¥358 for the preceding month, 25.18% to the three-month average of ¥413, and 14.40% to the six-month average of ¥361.
Procedures under the Corporate Code of Conduct
Because the dilution rate is at least 25%, the Company obtained an opinion on the necessity and appropriateness of the issuance from a third-party committee comprising 4 independent outside experts.
Most recent equity financing
Timing 13 August 2024 / Type 766,300 new shares and 12,013 Seventh Series Stock Acquisition Rights issued through a third-party allotment / Amount ¥228 million in net proceeds from the issuance of the new shares and stock acquisition rights, and ¥149 million raised through the exercise of the Seventh Series Stock Acquisition Rights
Impact on Business Performance
The impact on results for the current fiscal year is expected to be minor. However, the Company believes the financing will strengthen its equity capital, improve and reinforce the soundness of its financial base, and enable it to pursue management reforms.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares and the Eighth Series of Stock Acquisition Rights through a third-party allotment
Number of shares to be issued or disposed ofNew shares 1,359,300 shares / Potential shares underlying the stock acquisition rights 1,715,400 underlying shares
Issue price and disposal priceNew shares ¥309 per share / Stock Acquisition Rights ¥134 per stock acquisition right
Total issue valueNew shares ¥420,023,700 / Stock Acquisition Rights ¥2,298,636
Amount of funds to be raisedTotal payment amount ¥952,380,936 / Estimated net proceeds ¥942,230,936
Estimated issuance expenses¥10,150,000
Specific use of fundsDetails Funds for new business and service development / Amount ¥320 million (net proceeds from the issuance of the new shares and stock acquisition rights), ¥130 million (proceeds from the exercise of the stock acquisition rights) / Scheduled timing of expenditures October 2026 to November 2028, November 2026 to March 2029, Details Working capital / Amount ¥97 million / Scheduled timing of expenditures October 2026 to September 2027, Details Funds for identifying M&A and capital and business alliance partners / Amount ¥395 million / Scheduled timing of expenditures November 2026 to March 2029
Payment date1 October 2026
Intended allotteeName 株式会社ASK space design / Number of shares 647,300 shares / Number of stock acquisition rights 3,237 stock acquisition rights, Name 株式会社ADON / Number of shares 388,300 shares / Number of stock acquisition rights Not disclosed, Name 富士キャピタル有限責任事業組合 / Number of shares 323,700 shares / Number of stock acquisition rights Not disclosed, Name 株式会社舞花 / Number of stock acquisition rights 10,680 stock acquisition rights, Name SEVEN STAR SYSTEM株式会社 / Number of stock acquisition rights 3,237 stock acquisition rights
Intended allottee's holding policyASK space design and ADON intend to hold the securities over the medium to long term. 富士キャピタル有限責任事業組合 generally intends to hold them for the short to medium term as a pure investment, but may sell them. 舞花 and SEVEN STAR SYSTEM intend to hold the stock acquisition rights over the medium to long term, but plan to sell the shares after exercise to procure funds and for other purposes.
Dilution Rate56.59% (56.68% on a voting-rights basis)
Total number of issued shares5,433,066 shares (as of 31 March 2026) → 8,507,766 shares (assuming full exercise of these shares and these stock acquisition rights)(56.59%)
Basis for determining the amount to be paid¥309, representing a 9.91% discount to the closing price of ¥343 on 14 September 2026. This represents discounts of 13.69% to the average price of ¥358 for the preceding month, 25.18% to the three-month average of ¥413, and 14.40% to the six-month average of ¥361.
Exercise priceInitially ¥309. No adjustment clause; fixed.
Exercise periodFrom 2 October 2026 to 1 October 2031
Number of Stock Acquisition RightsTotal issuance of 17,154 stock acquisition rights. Remaining unexercised rights: Not disclosed.
Reason for acquisition without considerationThe stock acquisition rights include an acquisition clause allowing the Company to acquire them at its discretion. Specific conditions: Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is at least 25%, the Company obtained an opinion on the necessity and appropriateness of the issuance from a third-party committee comprising 4 independent outside experts.
Most recent equity financingTiming 13 August 2024 / Type 766,300 new shares and 12,013 Seventh Series Stock Acquisition Rights issued through a third-party allotment / Amount ¥228 million in net proceeds from the issuance of the new shares and stock acquisition rights, and ¥149 million raised through the exercise of the Seventh Series Stock Acquisition Rights
Major shareholders after the offeringName 株式会社舞花 / Shareholding ratio 26.79%, Name 株式会社ASK space design / Shareholding ratio 11.42%, Name Yokoji Yusuke (横治 祐介) / Shareholding ratio 7.79%, Name 株式会社ADON / Shareholding ratio 4.57%, Name SEVEN STAR SYSTEM株式会社 / Shareholding ratio 3.81%, Name 富士キャピタル有限責任事業組合 / Shareholding ratio 3.81%
Impact on Business PerformanceThe impact on results for the current fiscal year is expected to be minor. However, the Company believes the financing will strengthen its equity capital, improve and reinforce the soundness of its financial base, and enable it to pursue management reforms.
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio

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 raise funds for new business and service development, working capital, and identifying M&A and capital and business alliance partners, thereby expanding the business, improving profitability and strengthening the financial base.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares and the Eighth Stock Acquisition Rights through a Third-Party Allotment | G-NEXT Inc. (4179) timely disclosure | Komori