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Share Issuance and Disposal9561GLAD CUBE Inc.Information and Communications, Services and Others

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

The Company resolved to issue 6,456 paid subscription rights to shares to its Representative Director and CEO. The rights may be exercised only if the performance and market capitalization conditions are met, and full exercise would result in an increase of 645,600 common shares.

Worth reading
67In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
7.7
Dilution ratio relative to total shares issued (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

Who receives how much

645,600 common shares (6,456 subscription rights to shares × 100 shares)

One director of the Company (Representative Director and CEO Kaneshima Hiroki (金島弘樹)), 6,456 subscription rights to shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥20 per subscription right to shares
Total issue value

¥129,120

Amount of funds to be raised
Total payment for the subscription rights to shares: ¥129,120. The amount to be paid upon exercise of the subscription rights to shares will be ¥486 per share × the number of shares. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the rights are paid subscriptions based on individual investment decisions, rather than compensation)
Existing Shares and Increase
+7.70%Rate of increase
8,433,540 shares9,079,140Shares

7.7% (based on 8,433,540 total shares issued)

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 of ¥486. Adjustment provisions apply in response to share splits, reverse share splits, the issuance of new shares or disposal of treasury shares below market value, and other events. Floor: Not disclosed
Exercise period
From 1 January 2027 to 31 December 2037
Number of Stock Acquisition Rights
Total issued: 6,456 subscription rights to shares. Outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
The Company may acquire all of the subscription rights to shares without consideration if a resolution approving a corporate reorganization or similar transaction is adopted, if the rights become impossible to exercise, or if a holder of the subscription rights to shares ceases to hold a position as a director, Audit & Supervisory Board member, employee, adviser, outside collaborator or similar position at the Company or one of its subsidiaries.
Categories and Number of Persons Covered
One director of the Company (Representative Director and CEO Kaneshima Hiroki (金島弘樹)), 6,456 subscription rights to shares
Payment date
10 April 2026
Basis for determining the amount to be paid
The issue price was determined with reference to the fair value calculated using a Monte Carlo simulation by the third-party valuation firm 株式会社プルータス・コンサルティング, based on the closing share price of ¥486 on the trading day preceding the Board of Directors' resolution, share price volatility of 56.22%, a dividend yield of 0%, a risk-free interest rate of 2.515%, a remaining term of 11.74 years, and the market capitalization and performance conditions. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The Company obtained an opinion from an outside director who is an independent officer and Audit & Supervisory Committee member that the issuance would not disadvantage minority shareholders. The Representative Director and CEO, who is the intended allottee, did not participate in the Board of Directors' deliberations or resolution.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed of645,600 common shares (6,456 subscription rights to shares × 100 shares)
Issue price and disposal price¥20 per subscription right to shares
Total issue value¥129,120
Amount of funds to be raisedTotal payment for the subscription rights to shares: ¥129,120. The amount to be paid upon exercise of the subscription rights to shares will be ¥486 per share × the number of shares. Estimated net proceeds: Not disclosed
Payment date10 April 2026
Intended allotteeOne director of the Company (Representative Director and CEO Kaneshima Hiroki (金島弘樹)), 6,456 subscription rights to shares
Dilution Rate7.7% (based on 8,433,540 total shares issued)
Total number of issued shares8,433,540 shares → 9,079,140 shares (if all subscription rights are exercised)(7.7%)
Basis for determining the amount to be paidThe issue price was determined with reference to the fair value calculated using a Monte Carlo simulation by the third-party valuation firm 株式会社プルータス・コンサルティング, based on the closing share price of ¥486 on the trading day preceding the Board of Directors' resolution, share price volatility of 56.22%, a dividend yield of 0%, a risk-free interest rate of 2.515%, a remaining term of 11.74 years, and the market capitalization and performance conditions. Discount rate/premium rate: Not disclosed
Exercise priceInitial exercise price of ¥486. Adjustment provisions apply in response to share splits, reverse share splits, the issuance of new shares or disposal of treasury shares below market value, and other events. Floor: Not disclosed
Exercise periodFrom 1 January 2027 to 31 December 2037
Number of Stock Acquisition RightsTotal issued: 6,456 subscription rights to shares. Outstanding unexercised rights: Not disclosed
Reason for acquisition without considerationThe Company may acquire all of the subscription rights to shares without consideration if a resolution approving a corporate reorganization or similar transaction is adopted, if the rights become impossible to exercise, or if a holder of the subscription rights to shares ceases to hold a position as a director, Audit & Supervisory Board member, employee, adviser, outside collaborator or similar position at the Company or one of its subsidiaries.
Categories and Number of Persons CoveredOne director of the Company (Representative Director and CEO Kaneshima Hiroki (金島弘樹)), 6,456 subscription rights to shares
Total Stock-Based CompensationNot applicable (the rights are paid subscriptions based on individual investment decisions, rather than compensation)
Procedures under the Corporate Code of ConductThe Company obtained an opinion from an outside director who is an independent officer and Audit & Supervisory Committee member that the issuance would not disadvantage minority shareholders. The Representative Director and CEO, who is the intended allottee, did not participate in the Board of Directors' deliberations or resolution.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / 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 drive the improvement of corporate value over the medium to long term and achieve the targets of ¥30 billion and ¥40 billion in market capitalization and ¥500 million and ¥700 million in operating profit, by having the Representative Director and CEO bear the same share price fluctuation risk as shareholders and demonstrate commitment to management.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | GLAD CUBE Inc. (9561) timely disclosure | Komori