Komori
Share Issuance and Disposal6574Convano Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights)

The Company resolved to issue 50,000 Series 6 Stock Acquisition Rights to 2 executive officers and 1 employee. If the performance, share price and service conditions are met, the rights will allow the holders to acquire up to 5,000,000 shares at ¥121 per share.

Worth reading
77Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
0.98
Dilution rate (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of Series 6 Stock Acquisition Rights as paid stock options

発行・処分する株式数

5,000,000 shares (50,000 Stock Acquisition Rights, 100 shares per right)

Intended allottee
Name Executive officers of the Company (mandate-based) / Number of Employees 2 / Number allocated Not disclosed, Name Employees of the Company / Number of Employees 1 / Number allocated Not disclosed
¥100 per stock acquisition right
Total issue value

¥5,000,000 (50,000 rights × ¥100)

Amount of funds to be raised
Total amount payable: ¥5,000,000. Estimated net proceeds: Not disclosed
Existing Shares and Increase
+0.98%Rate of increase
509,156,000 shares514,156,000Shares

Approximately 0.98% (relative to 509,156,000 issued shares)

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.

Terms of the stock acquisition rights
Exercise price
Initial exercise price: ¥121. Adjustment provisions apply in the event of a share split or consolidation, an issuance of shares or disposal of treasury shares below market value, a corporate reorganization or other such event. Floor price: Not disclosed
Exercise period
Start Date 1 July 2032 / End date 9 March 2036
Number of Stock Acquisition Rights
Total issued: 50,000 rights. Unexercised balance: Not disclosed
Reason for acquisition without consideration
If approval or other authorization is granted for a merger, company split, share exchange, share transfer or similar transaction, or if the Stock Acquisition Rights can no longer be exercised because the exercise conditions are not met, the Company may acquire all unexercised Stock Acquisition Rights without consideration.
Categories and Number of Persons Covered
2 of the Company's executive officers (委任型) and 1 employee. The number of shares allocated to each category: Not disclosed
Payment date
10 September 2026
Basis for determining the amount to be paid
¥100 per Stock Acquisition Right. The amount was determined by reference to the valuation calculated by the third-party valuation firm 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking share price information and other factors into account. The exercise price of ¥121 is equal to the closing share price of ¥121 on the business day preceding the Board of Directors' resolution date, 31 August 2026.
Procedures under the Corporate Code of Conduct
Because the stock acquisition rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Series 6 Stock Acquisition Rights as paid stock options
Number of shares to be issued or disposed of5,000,000 shares (50,000 Stock Acquisition Rights, 100 shares per right)
Issue price and disposal price¥100 per stock acquisition right
Total issue value¥5,000,000 (50,000 rights × ¥100)
Amount of funds to be raisedTotal amount payable: ¥5,000,000. Estimated net proceeds: Not disclosed
Payment date10 September 2026
Intended allotteeName Executive officers of the Company (mandate-based) / Number of Employees 2 / Number allocated Not disclosed, Name Employees of the Company / Number of Employees 1 / Number allocated Not disclosed
Dilution RateApproximately 0.98% (relative to 509,156,000 issued shares)
Total number of issued shares509,156,000 shares → 514,156,000 shares (if all of these Stock Acquisition Rights are exercised)(Approximately 0.98%)
Basis for determining the amount to be paid¥100 per Stock Acquisition Right. The amount was determined by reference to the valuation calculated by the third-party valuation firm 株式会社プルータス・コンサルティング using a Monte Carlo simulation and taking share price information and other factors into account. The exercise price of ¥121 is equal to the closing share price of ¥121 on the business day preceding the Board of Directors' resolution date, 31 August 2026.
Exercise priceInitial exercise price: ¥121. Adjustment provisions apply in the event of a share split or consolidation, an issuance of shares or disposal of treasury shares below market value, a corporate reorganization or other such event. Floor price: Not disclosed
Exercise periodStart Date 1 July 2032 / End date 9 March 2036
Number of Stock Acquisition RightsTotal issued: 50,000 rights. Unexercised balance: Not disclosed
Reason for acquisition without considerationIf approval or other authorization is granted for a merger, company split, share exchange, share transfer or similar transaction, or if the Stock Acquisition Rights can no longer be exercised because the exercise conditions are not met, the Company may acquire all unexercised Stock Acquisition Rights without consideration.
Categories and Number of Persons Covered2 of the Company's executive officers (委任型) and 1 employee. The number of shares allocated to each category: Not disclosed
Procedures under the Corporate Code of ConductBecause the stock acquisition rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 motivate and boost the morale of officers and employees toward expanding sales of the AI business, particularly AXON, and maximizing business value, and to strengthen their unity in pursuing medium- to long-term earnings growth and an increase in corporate value.

How to read this page

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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 Issuance of Paid Stock Options (Stock Acquisition Rights) | Convano Inc. (6574) timely disclosure | Komori