Komori
Share Issuance and Disposal5129FIXER Inc.Information and Communications, Services and Others

Notice Concerning the Acquisition and Cancellation of the Series 3 through Series 5 Stock Acquisition Rights Issued Through a Third-Party Allotment (with Exercise Price Adjustment Provisions) and the Change in Use of Funds

All of the Series 3 through Series 5 stock acquisition rights issued in December 2025 will be acquired and cancelled on 30 September 2026, ending any future fundraising through these rights. The remaining ¥1,625.694 million will not be raised, and the use of proceeds will be changed to product procurement costs of ¥399 million already raised and allocated.

Worth reading
68In focus
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
2762000
Shares (decrease in potential shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Acquisition and cancellation of Series 3 through Series 5 stock acquisition rights issued through a third-party allotment, with provisions for adjustment of the exercise price

発行・処分する株式数

Total potential shares subject to acquisition: 2,762,000 shares (Series 3: 362,000 shares; Series 4: 1,200,000 shares; Series 5: 1,200,000 shares)

Intended allottee
EVO FUND
Amount of funds to be raised

Amount planned to be raised through these stock acquisition rights: ¥2,025,420,000; amount already raised: ¥399,726,000; amount not to be raised as a result of the acquisition and cancellation: ¥1,625,694,000

Specific use of funds
Product procurement costsAmount ¥399 million / Scheduled timing of expenditures January 2026 to June 2026
Terms of the stock acquisition rights
Exercise price
The stock acquisition rights have an exercise price adjustment clause; the initial exercise price and adjustment floor are Not disclosed
Number of Stock Acquisition Rights
Total subject to acquisition: 27,620 rights; remaining after cancellation: 0 rights (Series 3: 3,620 rights; Series 4: 12,000 rights; Series 5: 12,000 rights)
Reason for acquisition without consideration
The Company will acquire all of these stock acquisition rights remaining on the acquisition date, pursuant to Article 14, Paragraph (1) of the issuance terms for each right.
Most recent equity financing
Timing 29 December 2025 / Type Third-party allotment of Series 3 through Series 5 stock acquisition rights with provisions for adjustment of the exercise price / Amount Planned proceeds: ¥2,025,420,000
Impact on Business Performance
The impact of this matter on consolidated results for the fiscal year ending August 2027 is immaterial
Details of issuance or disposal
ItemDetails
Type of issuance or disposalAcquisition and cancellation of Series 3 through Series 5 stock acquisition rights issued through a third-party allotment, with provisions for adjustment of the exercise price
Number of shares to be issued or disposed ofTotal potential shares subject to acquisition: 2,762,000 shares (Series 3: 362,000 shares; Series 4: 1,200,000 shares; Series 5: 1,200,000 shares)
Amount of funds to be raisedAmount planned to be raised through these stock acquisition rights: ¥2,025,420,000; amount already raised: ¥399,726,000; amount not to be raised as a result of the acquisition and cancellation: ¥1,625,694,000
Specific use of fundsDetails Product procurement costs / Amount ¥399 million / Scheduled timing of expenditures January 2026 to June 2026
Intended allotteeEVO FUND
Exercise priceThe stock acquisition rights have an exercise price adjustment clause; the initial exercise price and adjustment floor are Not disclosed
Number of Stock Acquisition RightsTotal subject to acquisition: 27,620 rights; remaining after cancellation: 0 rights (Series 3: 3,620 rights; Series 4: 12,000 rights; Series 5: 12,000 rights)
Reason for acquisition without considerationThe Company will acquire all of these stock acquisition rights remaining on the acquisition date, pursuant to Article 14, Paragraph (1) of the issuance terms for each right.
Most recent equity financingTiming 29 December 2025 / Type Third-party allotment of Series 3 through Series 5 stock acquisition rights with provisions for adjustment of the exercise price / Amount Planned proceeds: ¥2,025,420,000
Impact on Business PerformanceThe impact of this matter on consolidated results for the fiscal year ending August 2027 is immaterial
Items this document does not state (18)
Issue price and disposal priceTotal issue valueEstimated issuance expensesPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise periodTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor shareholders after the offering

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.

The Sovereign GaiXer business has moved from a product development-focused phase to a phase focused on strengthening its sales structure and expanding its customer base. The Company therefore revised its policy to invest incrementally while monitoring order progress and the profitability of individual projects. It also cited the reduced capital efficiency of raising funds in advance when the timing of specific expenditures has not been determined, the possibility that the adjustment provisions for the exercise price could result in fundraising that does not match the amount or timing required, and the impact of dilution on existing shareholders.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Acquisition and Cancellation of the Series 3 through Series 5 Stock Acquisition Rights Issued Through a Third-Party Allotment (with Exercise Price Adjustment Provisions) and the Change in Use of Funds | FIXER Inc. (5129) timely disclosure | Komori