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Share Issuance and Disposal4556KAINOS Laboratories,Inc.Pharmaceuticals

Notice Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

To achieve the conversion into a wholly owned subsidiary following the tender offer, it was decided to submit to an extraordinary general meeting of shareholders a proposal to consolidate 235,000 common shares into 1 share, abolish the provisions on the number of shares per unit, and amend the Articles of Incorporation. The total number of issued shares after the consolidation will be 18, and the Company is also scheduled to be delisted.

Worth reading
25Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
235000
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share consolidation, abolition of provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation

Offering structure
Major shareholders after the offering
Flowers株式会社 and 旭化成テューティクス株式会社 (shareholders who have agreed not to tender their shares)
Stock Split Ratio235,000 shares consolidated into 1 share; effective date: 15 June 2026 (scheduled)
Procedures under the Corporate Code of Conduct
Submission of the proposal to an extraordinary general meeting of shareholders scheduled for 25 May 2026. An independent special committee was established, and an opinion report was obtained from the committee. Advice was obtained from an independent third-party valuation institution and a law firm. All 4 directors without conflicts of interest approved the proposal, and all 3 audit & supervisory board members stated that they had no objection.
Impact on Business Performance
The specific monetary impact on results from the share consolidation and delisting is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation, abolition of provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation
Total number of issued shares4,394,960 shares → 18 shares
Stock Split Ratio235,000 shares consolidated into 1 share; effective date: 15 June 2026 (scheduled)
Procedures under the Corporate Code of ConductSubmission of the proposal to an extraordinary general meeting of shareholders scheduled for 25 May 2026. An independent special committee was established, and an opinion report was obtained from the committee. Advice was obtained from an independent third-party valuation institution and a law firm. All 4 directors without conflicts of interest approved the proposal, and all 3 audit & supervisory board members stated that they had no objection.
Major shareholders after the offeringFlowers株式会社 and 旭化成テューティクス株式会社 (shareholders who have agreed not to tender their shares)
Impact on Business PerformanceThe specific monetary impact on results from the share consolidation and delisting is Not disclosed
Items this document does not state (22)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financing

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.

Following the tender offer for which Flowers株式会社 is the tender offeror, to make the tender offeror and the shareholders who have agreed not to tender their shares the Company's only shareholders, and to take the Company private and convert it into a wholly owned subsidiary.

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Notice Concerning a Share Consolidation, the Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | KAINOS Laboratories,Inc. (4556) timely disclosure | Komori