Decision and Details
Decision by the Board of Directors of CellSource Co.,Ltd. and the director of ハイブリッドメディカル株式会社Post-merger disclosure matters relating to the absorption-type merger
A simplified absorption-type merger involving a wholly owned subsidiary (a short-form absorption-type merger for the disappearing company), as CellSource Co.,Ltd. owns all of the issued shares of ハイブリッドメディカル株式会社
No new shares will be issued, no increase in capital will be made and no merger consideration will be paid in connection with the merger. The company determined that CellSource Co.,Ltd. is expected to be able to perform its obligations after the merger. The specific impact on results is Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure matters relating to the absorption-type merger |
| Decision-Making Body | Decision by the Board of Directors of CellSource Co.,Ltd. and the director of ハイブリッドメディカル株式会社 |
| Decision Date | 23 April 2026 |
| Implementation Date | 1 July 2026 (effective date; completed) |
| Period Covered | From 1 July 2026 onward (effective date of the merger) |
| Amount | Total assets of ハイブリッドメディカル株式会社: ¥269,236,470; total liabilities: ¥39,823,703; total net assets: ¥229,412,767; net sales: ¥108,500,000; net income: ¥29,412,767 (all for the fiscal year ended October 2025) |
| Quantity / scale | All issued shares of ハイブリッドメディカル株式会社 (100%) |
| Impact on Business Performance | No new shares will be issued, no increase in capital will be made and no merger consideration will be paid in connection with the merger. The company determined that CellSource Co.,Ltd. is expected to be able to perform its obligations after the merger. The specific impact on results is Not disclosed |
| Reason | A simplified absorption-type merger involving a wholly owned subsidiary (a short-form absorption-type merger for the disappearing company), as CellSource Co.,Ltd. owns all of the issued shares of ハイブリッドメディカル株式会社 |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Articles 784, Paragraph 1, 784-2, 785, 787, 789, 796, Paragraphs 2 and 3, 796-2, 797, 799 and 921 of the Companies Act; Articles 794, Paragraph 1 and 782, Paragraph 1 of the Companies Act; Articles 182 and 191 of the Ordinance for Enforcement of the Companies Act; and Article 24, Paragraph 1 of the Financial Instruments and Exchange Act |
| Related previous disclosures | Page 158 of Extra Edition No. 36 of the Official Gazette dated 20 February 2026 (financial results of ハイブリッドメディカル株式会社 for the fiscal year ended October 2025) |
| Future plans | An application for registration of the change was filed on 1 July 2026, and the registration was completed on the same day. Future plans are Not disclosed |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.CellSource Co.,Ltd. owns all of the issued shares of ハイブリッドメディカル株式会社, and determined that the provisions were appropriate because not issuing new shares or paying merger consideration would not disadvantage shareholders. It also expects CellSource Co.,Ltd.'s assets after the merger to substantially exceed its liabilities and assumed obligations, and expects to be able to perform its obligations.