Komori
Share Issuance and Disposal9244DIGITALIFT Inc.Information and Communications, Services and Others

Notice Regarding the Offering of New Share Subscription Rights (Free Stock Options)

The Company resolved to issue the 14th Series of free stock options to directors and employees and the 15th Series to external collaborators. If all are exercised, the number of outstanding common shares will increase by the equivalent of 5.0% of the total number of shares issued.

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
5
Percentage of total shares issued (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

14th Series Stock Acquisition Rights (free stock options) and 15th Series Stock Acquisition Rights (free stock options)

Who receives how much

14th Series: 69,000 shares; 15th Series: 9,000 shares; total: 78,000 shares (all common shares)

Directors of the company1 / 27,600 shares (276 rights)
The Company's employees17 / 41,400 shares (414 rights)
External collaborator2 / 9,000 shares (90 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.

The stock acquisition rights will be issued at no cost. The exercise price will be the closing price of the Company's common shares on the Tokyo Stock Exchange on the day before the allotment date of each series of stock acquisition rights.
発行済株式総数

14th Series: 4.4%; 15th Series: 0.6%; total: 5.0% (if all are exercised)

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 closing price on the day before the allotment date of each series of stock acquisition rights. Adjustment provisions apply in the event of a stock split or consolidation, an issuance below market value or similar events. Floor exercise price: Not disclosed.
Exercise period
From 1 January 2031 to 17 May 2036 (or the preceding business day if the final day is a non-business day)
Number of Stock Acquisition Rights
14th Series: 690 rights; 15th Series: 90 rights; total: 780 rights. Number of unexercised rights remaining: Not disclosed.
Reason for acquisition without consideration
The Company may acquire all or part of the unexercised stock acquisition rights at no cost if a corporate reorganization, transfer of more than half of the total number of shares issued, approval of a demand for sale of shares or other securities, loss by a rights holder of the status qualifying them as an eligible recipient, or any event involving criminal penalties, competition with the Company, damage to the Company's credit, insolvency or similar matters, ties to antisocial forces, a breach of contract, grounds for disciplinary action or a breach of duties as a director occurs.
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.

Transfer restriction period
Restricted period: Not disclosed. Transfers require approval by the Board of Directors.
Categories and Number of Persons Covered
1 Company director: 276 rights; 17 Company employees: 414 rights; 2 external collaborators: 90 rights
Intended allottee's holding policy
For the 15th Series, there is no written agreement concerning the continued holding of shares delivered upon exercise. Transfers of the stock acquisition rights require approval by the Company's Board of Directors. For the 14th Series, Not disclosed.
Basis for determining the amount to be paid
The closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on the day before the allotment date, or, if no trading takes place, the closing price on the preceding day. For adjustments to the exercise price, the market price is the average closing price over the 30 trading days beginning on the 45th trading day preceding the applicable date. Discount rate and premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
The stock acquisition rights will be issued pursuant to a resolution of the Board of Directors. Whether an independent third-party opinion will be obtained or shareholder approval sought: Not disclosed.
Impact on Business Performance
The specific monetary impact on results: Not disclosed. The Company states that the issuance is intended to contribute to achieving the Medium-Term Management Plan, sustainable growth and the enhancement of corporate value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposal14th Series Stock Acquisition Rights (free stock options) and 15th Series Stock Acquisition Rights (free stock options)
Number of shares to be issued or disposed of14th Series: 69,000 shares; 15th Series: 9,000 shares; total: 78,000 shares (all common shares)
Issue price and disposal priceThe stock acquisition rights will be issued at no cost. The exercise price will be the closing price of the Company's common shares on the Tokyo Stock Exchange on the day before the allotment date of each series of stock acquisition rights.
Intended allotteeName Directors of the company / Number of Employees 1 / Number of Shares 27,600 shares (276 rights), Name The Company's employees / Number of Employees 17 / Number of Shares 41,400 shares (414 rights), Name External collaborator / Number of Employees 2 / Number of Shares 9,000 shares (90 rights)
Intended allottee's holding policyFor the 15th Series, there is no written agreement concerning the continued holding of shares delivered upon exercise. Transfers of the stock acquisition rights require approval by the Company's Board of Directors. For the 14th Series, Not disclosed.
Dilution Rate14th Series: 4.4%; 15th Series: 0.6%; total: 5.0% (if all are exercised)
Total number of issued sharesTotal shares issued as of 30 April 2026 (actual number: Not disclosed) → Not disclosed(5.0%)
Basis for determining the amount to be paidThe closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on the day before the allotment date, or, if no trading takes place, the closing price on the preceding day. For adjustments to the exercise price, the market price is the average closing price over the 30 trading days beginning on the 45th trading day preceding the applicable date. Discount rate and premium rate: Not disclosed.
Exercise priceThe closing price on the day before the allotment date of each series of stock acquisition rights. Adjustment provisions apply in the event of a stock split or consolidation, an issuance below market value or similar events. Floor exercise price: Not disclosed.
Exercise periodFrom 1 January 2031 to 17 May 2036 (or the preceding business day if the final day is a non-business day)
Number of Stock Acquisition Rights14th Series: 690 rights; 15th Series: 90 rights; total: 780 rights. Number of unexercised rights remaining: Not disclosed.
Transfer restriction periodRestricted period: Not disclosed. Transfers require approval by the Board of Directors.
Reason for acquisition without considerationThe Company may acquire all or part of the unexercised stock acquisition rights at no cost if a corporate reorganization, transfer of more than half of the total number of shares issued, approval of a demand for sale of shares or other securities, loss by a rights holder of the status qualifying them as an eligible recipient, or any event involving criminal penalties, competition with the Company, damage to the Company's credit, insolvency or similar matters, ties to antisocial forces, a breach of contract, grounds for disciplinary action or a breach of duties as a director occurs.
Categories and Number of Persons Covered1 Company director: 276 rights; 17 Company employees: 414 rights; 2 external collaborators: 90 rights
Procedures under the Corporate Code of ConductThe stock acquisition rights will be issued pursuant to a resolution of the Board of Directors. Whether an independent third-party opinion will be obtained or shareholder approval sought: Not disclosed.
Impact on Business PerformanceThe specific monetary impact on results: Not disclosed. The Company states that the issuance is intended to contribute to achieving the Medium-Term Management Plan, sustainable growth and the enhancement of corporate value.
Items this document does not state (12)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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.

To motivate directors, employees and external collaborators and strengthen cohesion within the Group in order to achieve the consolidated net sales target of ¥10 billion and consolidated operating profit target of ¥700 million set out in the DL100-2030 Medium-Term Management Plan, and to increase corporate value. By making performance and management indicators, including operating profit and market capitalization, conditions for exercise, the Company aims to achieve sustainable growth and enhance corporate value, thereby contributing to the interests of existing shareholders.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Offering of New Share Subscription Rights (Free Stock Options) | DIGITALIFT Inc. (9244) timely disclosure | Komori