Worth reading
87Important
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
5.15
Dilution rate (% of total shares issued and outstanding)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of new shares through a third-party allotment
Who receives how much397,000Shares
397,000 common shares
Adways Inc.397,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥526 per share
Total issue value
¥208,822,000
Amount of funds to be raised
Total amount paid in: ¥208,822,000; estimated net proceeds: ¥205,602,000
Estimated issuance expenses
¥3,220,000 (¥2,000,000 in legal fees, ¥770,000 in registration fees for the share issuance, and ¥450,000 in fees for preparing the securities registration statement)
Specific use of funds
Working capital for subsidiariesAmount ¥205 million / Scheduled timing of expenditures May 2026–May 2027
Additional upfront investment associated with expanding advertising deliveryAmount Approximately ¥80 million / Scheduled timing of expenditures May 2026–December 2026
Securing working capital in line with the expansion of transaction volumeAmount Approximately -¥117 million / Scheduled timing of expenditures May 2026–May 2027
Recruitment costsAmount Approximately ¥4 million / Scheduled timing of expenditures May 2026–December 2026
Securing a certain level of financial flexibilityAmount Approximately ¥4 million
Existing Shares and Increase
+5.15%Rate of increase
7,705,791 shares8,102,791Shares
5.15% of total shares issued and outstanding and 5.19% of total voting rights
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.
Offering structure
Major shareholders after the offering
Name Kato Koichi Leo (加藤公一レオ) / Shareholding ratio 28.87%Name 株式会社レオアセットマネジメント / Shareholding ratio 26.15%Name Adways Inc. / Shareholding ratio 4.90%Name 楽天証券株式会社 / Shareholding ratio 2.97%Name SBI SECURITIES CO., LTD. / Shareholding ratio 2.69%Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 1.51%Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 0.80%Name Takagi Satoshi (高木聡) / Shareholding ratio 0.54%Name NOMURA INTERNATIONAL PLC A/C JAPAN FLOW (standing proxy: 野村證券株式会社) / Shareholding ratio 0.53%Name Inui Kazushi (乾和志) / Shareholding ratio 0.53%
Stock Split RatioEffective 1 March 2025, 2 common shares for each common share (not related to this issuance)
Intended allottee's holding policy
The subscriber intends to hold the common shares acquired over the medium to long term. The Company plans to obtain a written commitment agreeing, among other matters, to report in writing to the Company the details of any transfer of all or part of the shares within 2 years of the payment date.
Payment date
18 May 2026
Basis for determining the amount to be paid
A 5% discount to the closing price of ¥554 on the business day immediately preceding the date of the Board of Directors' resolution, 28 April 2026, resulting in 95% of the closing price. This represents a discount of approximately 9.47% to the average closing price of ¥581 for the preceding 1 month, approximately 11.60% to the average of ¥595 for the preceding 3 months, and approximately 24.75% to the average of ¥699 for the preceding 6 months.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Company has also obtained an opinion from the Audit and Supervisory Committee that the payment amount is not particularly favorable and is lawful.
Most recent equity financing
Timing 20 October 2023 / Type Public Offering / Amount Estimated net proceeds of ¥370,440,000, Timing Allotted on 25 November 2024; fully applied during the fiscal year ended July 2025 / Type 9th and 10th Series Stock Acquisition Rights / Amount Amount raised as of the current date: ¥414,953,400 (estimated net proceeds: ¥409,853,400)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending July 2026 will be minor. If the need for disclosure arises, the Company will announce the matter promptly.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares through a third-party allotment |
| Number of shares to be issued or disposed of | 397,000 common shares |
| Issue price and disposal price | ¥526 per share |
| Total issue value | ¥208,822,000 |
| Amount of funds to be raised | Total amount paid in: ¥208,822,000; estimated net proceeds: ¥205,602,000 |
| Estimated issuance expenses | ¥3,220,000 (¥2,000,000 in legal fees, ¥770,000 in registration fees for the share issuance, and ¥450,000 in fees for preparing the securities registration statement) |
| Specific use of funds | Details Working capital for subsidiaries / Amount ¥205 million / Scheduled timing of expenditures May 2026–May 2027, Details Additional upfront investment associated with expanding advertising delivery / Amount Approximately ¥80 million / Scheduled timing of expenditures May 2026–December 2026, Details Securing working capital in line with the expansion of transaction volume / Amount Approximately -¥117 million / Scheduled timing of expenditures May 2026–May 2027, Details Recruitment costs / Amount Approximately ¥4 million / Scheduled timing of expenditures May 2026–December 2026, Details Securing a certain level of financial flexibility / Amount Approximately ¥4 million / Scheduled timing of expenditures Not disclosed |
| Payment date | 18 May 2026 |
| Intended allottee | Name Adways Inc. / Number of Shares 397,000 shares |
| Intended allottee's holding policy | The subscriber intends to hold the common shares acquired over the medium to long term. The Company plans to obtain a written commitment agreeing, among other matters, to report in writing to the Company the details of any transfer of all or part of the shares within 2 years of the payment date. |
| Dilution Rate | 5.15% of total shares issued and outstanding and 5.19% of total voting rights |
| Total number of issued shares | 7,705,791 shares → 8,102,791 shares（5.15%） |
| Basis for determining the amount to be paid | A 5% discount to the closing price of ¥554 on the business day immediately preceding the date of the Board of Directors' resolution, 28 April 2026, resulting in 95% of the closing price. This represents a discount of approximately 9.47% to the average closing price of ¥581 for the preceding 1 month, approximately 11.60% to the average of ¥595 for the preceding 3 months, and approximately 24.75% to the average of ¥699 for the preceding 6 months. |
| Stock Split Ratio | Effective 1 March 2025, 2 common shares for each common share (not related to this issuance) |
| Procedures under the Corporate Code of Conduct | As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Company has also obtained an opinion from the Audit and Supervisory Committee that the payment amount is not particularly favorable and is lawful. |
| Most recent equity financing | Timing 20 October 2023 / Type Public Offering / Amount Estimated net proceeds of ¥370,440,000, Timing Allotted on 25 November 2024; fully applied during the fiscal year ended July 2025 / Type 9th and 10th Series Stock Acquisition Rights / Amount Amount raised as of the current date: ¥414,953,400 (estimated net proceeds: ¥409,853,400) |
| Major shareholders after the offering | Name Kato Koichi Leo (加藤公一レオ) / Shareholding ratio 28.87%, Name 株式会社レオアセットマネジメント / Shareholding ratio 26.15%, Name Adways Inc. / Shareholding ratio 4.90%, Name 楽天証券株式会社 / Shareholding ratio 2.97%, Name SBI SECURITIES CO., LTD. / Shareholding ratio 2.69%, Name Japan Securities Finance Co.,Ltd. / Shareholding ratio 1.51%, Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 0.80%, Name Takagi Satoshi (高木聡) / Shareholding ratio 0.54%, Name NOMURA INTERNATIONAL PLC A/C JAPAN FLOW (standing proxy: 野村證券株式会社) / Shareholding ratio 0.53%, Name Inui Kazushi (乾和志) / Shareholding ratio 0.53% |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending July 2026 will be minor. If the need for disclosure arises, the Company will announce the matter promptly. |
Items this document does not state (10)
Exercise 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 underwriterOverallotment
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 fund upfront investments and working capital associated with expanding advertising delivery by 2 subsidiaries, recruitment expenses, and the securing of a certain level of financial flexibility. The Company also aims to collaborate with Adways Inc. in advertising and marketing through a capital relationship, mutually leverage their customer bases, and accelerate global expansion.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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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.