Worth reading
59In 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
2.64
%Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of paid stock options (stock acquisition rights)
Who receives how much
57,200 common shares (572 stock acquisition rights × 100 shares per right)
4 of the Company’s directors23,000 shares (230 stock acquisition rights)
15 employees of the Company34,200 shares (342 stock acquisition rights)
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥100 per stock acquisition right
Total issue value
¥57,200
Amount of funds to be raised
Total amount paid: ¥57,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
These rights will be subscribed for on a paid basis based on each individual's independent investment decision, rather than being granted as compensation. Total amount of stock-based compensation: not applicable.
Existing Shares and Increase
+2.64%Rate of increase
2,167,700 shares2,224,900Shares
Approximately 2.64% (based on 2,167,700 shares outstanding)
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
The initial exercise price is ¥1,110 per share, equal to the closing price of the Company's common stock on the Tokyo Stock Exchange Growth Market on 15 April 2026. Adjustment provisions apply in connection with stock splits, reverse stock splits and other events, but a stock-price-linked provision for downward adjustment of the exercise price: Not disclosed.
Exercise period
From 1 October 2030 to 30 April 2036
Number of Stock Acquisition Rights
Total number issued: 572; number of unexercised rights remaining: Not disclosed
Reason for acquisition without consideration
If approval is obtained at a shareholders meeting or otherwise for a merger or other transaction in which the Company is the disappearing company, the Company may acquire all of these stock acquisition rights without consideration. The Company may also acquire them without consideration if they become unexercisable under the exercise conditions before exercise.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Conditions for lifting transfer restrictions
Net sales must reach ¥10 billion in any fiscal year through the fiscal year ending September 2030. At the time of exercise, the holder must also be a director, corporate auditor or employee of the Company or one of its affiliates, except where the holder has left office due to the expiration of the term of office, retired upon reaching the mandatory retirement age or has another legitimate reason recognized by the Board of Directors.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 4 / Number of allocated shares 23,000 shares (230 rights), Category The Company's employees / Number of Employees 15 / Number of allocated shares 34,200 shares (342 rights)
Intended allottee's holding policy
Any acquisition of the share acquisition rights through transfer requires approval by resolution of the Company's Board of Directors.
Payment date
29 May 2026
Basis for determining the amount to be paid
¥100 per stock acquisition right. The price was determined with reference to the calculation by the third-party valuation institution 株式会社opLabo using a Monte Carlo simulation and taking into account stock price information and other factors. Discount rate and premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
Because the rights are issued for cash at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining shareholder approval. The issue price was determined with reference to a valuation by a third-party valuation institution.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (stock acquisition rights) |
| Number of shares to be issued or disposed of | 57,200 common shares (572 stock acquisition rights × 100 shares per right) |
| Issue price and disposal price | ¥100 per stock acquisition right |
| Total issue value | ¥57,200 |
| Amount of funds to be raised | Total amount paid: ¥57,200; estimated net proceeds: Not disclosed |
| Payment date | 29 May 2026 |
| Intended allottee | Name 4 of the Company’s directors / Number of Shares 23,000 shares (230 stock acquisition rights), Name 15 employees of the Company / Number of Shares 34,200 shares (342 stock acquisition rights) |
| Intended allottee's holding policy | Any acquisition of the share acquisition rights through transfer requires approval by resolution of the Company's Board of Directors. |
| Dilution Rate | Approximately 2.64% (based on 2,167,700 shares outstanding) |
| Total number of issued shares | 2,167,700 shares → 2,224,900 shares (if all of these stock acquisition rights are exercised)（Approximately 2.64%） |
| Basis for determining the amount to be paid | ¥100 per stock acquisition right. The price was determined with reference to the calculation by the third-party valuation institution 株式会社opLabo using a Monte Carlo simulation and taking into account stock price information and other factors. Discount rate and premium rate: Not disclosed. |
| Exercise price | The initial exercise price is ¥1,110 per share, equal to the closing price of the Company's common stock on the Tokyo Stock Exchange Growth Market on 15 April 2026. Adjustment provisions apply in connection with stock splits, reverse stock splits and other events, but a stock-price-linked provision for downward adjustment of the exercise price: Not disclosed. |
| Exercise period | From 1 October 2030 to 30 April 2036 |
| Number of Stock Acquisition Rights | Total number issued: 572; number of unexercised rights remaining: Not disclosed |
| Conditions for lifting transfer restrictions | Net sales must reach ¥10 billion in any fiscal year through the fiscal year ending September 2030. At the time of exercise, the holder must also be a director, corporate auditor or employee of the Company or one of its affiliates, except where the holder has left office due to the expiration of the term of office, retired upon reaching the mandatory retirement age or has another legitimate reason recognized by the Board of Directors. |
| Reason for acquisition without consideration | If approval is obtained at a shareholders meeting or otherwise for a merger or other transaction in which the Company is the disappearing company, the Company may acquire all of these stock acquisition rights without consideration. The Company may also acquire them without consideration if they become unexercisable under the exercise conditions before exercise. |
| Categories and Number of Persons Covered | Category Directors of the company / Number of Employees 4 / Number of allocated shares 23,000 shares (230 rights), Category The Company's employees / Number of Employees 15 / Number of allocated shares 34,200 shares (342 rights) |
| Total Stock-Based Compensation | These rights will be subscribed for on a paid basis based on each individual's independent investment decision, rather than being granted as compensation. Total amount of stock-based compensation: not applicable. |
| Procedures under the Corporate Code of Conduct | Because the rights are issued for cash at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining shareholder approval. The issue price was determined with reference to a valuation by a third-party valuation institution. |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodUnderwriter / 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 set a performance target of achieving ¥10 billion in net sales in any fiscal year through the fiscal year ending September 2030, thereby enhancing the motivation and morale of the Company's directors and employees and the directors of its subsidiaries, with the aim of achieving medium- to long-term growth in the Company's performance, increasing corporate value and strengthening unity.
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