Details of issuance or disposal
Issuance of new shares and the Eighth Series of Stock Acquisition Rights through a third-party allotment
New shares 1,359,300 shares / Potential shares underlying the stock acquisition rights 1,715,400 underlying shares
New shares ¥420,023,700 / Stock Acquisition Rights ¥2,298,636
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and the Eighth Series of Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 1,359,300 shares / Potential shares underlying the stock acquisition rights 1,715,400 underlying shares |
| Issue price and disposal price | 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 | Details 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 date | 1 October 2026 |
| 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 |
| 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. |
| Dilution Rate | 56.59% (56.68% on a voting-rights basis) |
| Total number of issued shares | 5,433,066 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 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. |
| 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 |
| 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% |
| 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. |
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 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.