Decision and Details
Prior disclosure relating to the absorption-type merger
Because 科研製薬 holds all issued shares of each class of ARTham shares, excluding treasury shares, no shares, cash or other consideration will be delivered. Because only 科研製薬 and ARTham hold ARTham’s stock acquisition rights, no stock acquisition rights, cash or other consideration will be delivered.
Following the merger, 科研製薬’s assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure relating to the absorption-type merger |
| Decision Date | 9 November 2026 (date the absorption merger agreement was signed) |
| Implementation Date | 31 December 2026 (scheduled effective date of the absorption merger) |
| Amount | ARTham’s final fiscal year (1 April 2025 to 31 March 2026): revenue ¥0, net loss ¥17,103,246, total assets ¥101,878,906, net assets ¥100,739,596 |
| Quantity / scale | ARTham’s issued shares: 305,487; 100% held by 科研製薬; employees: 2 |
| Impact on Business Performance | Following the merger, 科研製薬’s assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated. |
| Reason | Because 科研製薬 holds all issued shares of each class of ARTham shares, excluding treasury shares, no shares, cash or other consideration will be delivered. Because only 科研製薬 and ARTham hold ARTham’s stock acquisition rights, no stock acquisition rights, cash or other consideration will be delivered. |
| Governing Rule | Companies Act, Article 794, paragraph 1; Companies Act, Article 749, paragraph 1, items 2, 3, 4 and 5; Ordinance for Enforcement of the Companies Act, Article 191, items 1, 2, 3, 5, 6 and 7 |
| Related previous disclosures | Resolution approving the absorption merger of Aadi Bioscience, Inc. and KAKEN INVESTMENTS INC. at the board meeting held on 29 October 2026 |
| Future plans | The merger is scheduled to take effect on 31 December 2026. |
Items this document does not state (2)
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.科研製薬 holds all of ARTham’s issued shares, while only 科研製薬 and ARTham hold stock acquisition rights. Accordingly, it has determined that not delivering consideration is appropriate.