Note : This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
November 13, 2025
Company name: OKADA AIYON Corporation Representative: Yuji Okada
President and Representative Director (Securities code: 6294, TSE Prime Market)
Contact: Nobuo Maenishi
Senior Managing Director, in charge of Corporate Administration
(Phone: +81-6-6576-1281)
Notice on Issuance of Fifth Series of Share Subscription Rights through Third Party Allotment and Solicitation for First Series of Unsecured Convertible Bonds with Share Subscription Rights
OKADA AIYON Corporation (hereinafter the "Company") hereby announces that, at the Board of Directors' meeting held on November 13, 2025, it has resolved to solicit for the Fifth Series of Share Subscription Rights (hereinafter the "Share Subscription Rights") and the First Series of Unsecured Convertible Bonds with Share Subscription Rights (hereinafter the "Bonds with Share Subscription Rights"; the bond portion is referred to as the "Bonds" and the share subscription right portion is referred to as the "Share Subscription Rights") that will be issued through third party allotment as described below.
Please also refer to the "Notice Concerning Business Alliance" disclosed today.
1. Outline of the solicitationFifth Series of Share Subscription Rights
(1) | Date of Allotment | December 10, 2025 In the Subscription Agreement (as defined below), the Planned Allotee consents to pay the total issuance value on the date of payment, subject to the fulfillment of the conditions set forth in the Subscription Agreement. |
(2) | Total number of share subscription rights | 11,040 (100 yen per each of the Share Subscription Rights) |
(3) | Issuance value of share subscription rights | 1,104,000 yen in total |
(4) | Number of dilutive shares stemming from the issuance | Number of dilutive shares at initial exercise price (2,038 yen): 1,104,000 shares Number of dilutive shares at minimum exercise price (1,700 yen): 1,104,000 shares |
(5) | Amount of funds to be raised | 2,251,056,000 yen (Note) (Breakdown) From the issuance of the Share Subscription Rights: 1,104,000 yen From the exercise of the Share Subscription Rights: 2,249,952,000 yen |
(6) | Exercise price | 2,038 yen per share On April 30, 2026, April 30, 2027, and April 30, 2028 (hereinafter individually or collectively referred to as the "Adjustment Date"), if the average closing price (any fraction of less than one yen created as a result of |
the calculation shall be rounded up) (hereinafter referred to as the "Price on the Adjustment Date") of the Company's common stock in regular trading on Tokyo Stock Exchange, Inc. (hereinafter referred to as the "Tokyo Stock Exchange") for the 20 consecutive trading days up to and including the Adjustment Date falls below the exercise price in effect on the Adjustment Date by one yen or more, the exercise price shall be adjusted to the Price on the Adjustment Date after the Adjustment Date. However, if the amount calculated as described above falls below the Minimum Exercise Price (defined below), the adjusted exercise price shall be the Minimum Exercise Price. The "Minimum Exercise Price" shall be 1,700 yen. | ||
(7) | Method of solicitation or allotment | The third-party allotment method will be used. |
(8) | Planned allottee | PSPI III S1, L.P. |
(9) | Others | The Company plans to execute a subscription agreement regarding the Share Subscription Rights and the Bonds with Share Subscription Rights (hereinafter the "Subscription Agreement") with PSPI III S1, L.P. (hereinafter the "Planned allottee") as of today's date. The Company plans for the Subscription Agreement to provide for the following. In addition, the allotment date of the Share Subscription Rights to the Planned allottee is scheduled for December 10, 2025.
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transactions where the transferee cannot be specifically identified), the Planned allottee shall not transfer such shares to any corporation or other entity separately designated under the Subscription Agreement without obtaining the prior written consent of the Company.
Details can be referred in the Japanese version section titled "6. Reasons for Selecting the Planned allottee", specifically under subsections "(5) Preferential Negotiation Rights" and "(6) Claim to the Share Subscription Rights". *Preferential negotiation rights *Claim to the Share Subscription Rights |
(Note) The amount of funds to be raised is the sum of the total issue price of the Share Subscription Rights and the amount calculated on the assumption that all the Share Subscription Rights are exercised at the initial exercise price. If the exercise price is revised or adjusted, the total paid-in amount and the estimated net proceeds will decrease. In addition, the amount of funds to be raised will decrease if the Share Subscription Rights are not being exercised within their exercise period or if the Company cancels Share Subscription Rights that it has acquired.
First Series of Unsecured Convertible Bonds with Share Subscription Rights
(1) | Date of payment | December 10, 2025 The allotment date of the Bonds with Share Subscription Rights shall be December 10, 2025. In the Subscription Agreement, the Planned allotee shall consent to pay the total issuance value on the date of payment, subject to the fulfillment of the conditions set forth in the Subscription Agreement. |
(2) | Total number of share subscription rights | 40 subscription rights |
(3) | Issuance of price of bonds with share subscription rights | 101.0 yen per 100 yen of the face value of the Bonds However, no payment shall be required when exercising Share Subscription Rights |
(4) | Number of dilutive shares stemming from the issuance | Number of dilutive shares at initial conversion price (2,038 yen): 736,000 shares Number of dilutive shares at minimum conversion price (1,700 yen): 882,300 shares |
(5) | Amount of funds to be raised | 1,515,000,000 yen |
(6) | Exercise price or conversion price | 2,038 yen per share On April 30, 2026, April 30, 2027, and April 30, 2028 (Adjustment Date), if the average closing price (any fraction of less than one yen created as a result of the calculation shall be rounded up) (the Price on the Adjustment Date) of the Company's common stock in regular trading on the Tokyo Stock Exchange for the 20 consecutive trading days up to and including the Adjustment Date falls below the conversion price in effect on the Adjustment Date by one yen or more, the conversion price shall be adjusted to the Price on the Adjustment Date after the Adjustment Date. However, if the amount calculated as described above falls below the Minimum Conversion Price (defined below), the adjusted conversion price shall be the Minimum Conversion Price. The "Minimum Conversion Price" shall be 1,700 yen. |
(7) | Method of solicitation or allotment | The third-party allotment method will be used. |
(8) | Planned allottee | PSPI III S1, L.P. |
(9) | Others | The Company plans to execute a subscription agreement regarding the Share Subscription Rights and the Bonds with Share Subscription Rights (the "Subscription Agreement") with the Planned allottee as of today's date. The Subscription Agreement shall stipulate the matters described in "1. Outline of the Solicitation - Fifth Series of Share Subscription Rights", specifically under subsections "(9) Others," as well as other relevant items. The allotment date of the Convertible Bonds with Share Subscription Rights to the Planned allottee is scheduled for December 10, 2025. The Subscription Agreement shall stipulate the following provisions. Details can be referred in the Japanese version section titled "6. Reasons for Selecting the Planned allottee", specifically under subsections "(5) Preferential Negotiation Rights" and" (7) Right to claim early redemption of the Bonds with Share Subscription Rights". *Preferential negotiation rights *Right to claim early redemption of the Bonds with Share Subscription Rights |