April 30, 2026
Company name: V-cube, Inc. President & CEO: Jun Mizutani
Tokyo Stock Exchange, Prime Market (stock code: 3681)
Contact: Managing Director & CFO, Kazuki Yamamoto (TEL. +81-03-6625-5011)
(Amendment to Disclosure Matters)Notice Concerning Cancellation of Adjourned Meeting of the 26th Annual General Meeting of Shareholders and Convocation of Extraordinary General Meeting of Shareholders
As announced in the "Notice Concerning Policy for Holding an Adjourned Meeting of the 26th Annual General Meeting of Shareholders" dated March 6, 2026, V-cube, Inc. (the "Company") obtained approval at the 26th Annual General Meeting of Shareholders (the "Annual Meeting") held on March 31, 2026, to report the following items to shareholders at an adjourned meeting of the Annual Meeting (the "Adjourned Meeting").
【Report Items】
Business Report, Consolidated Financial Statements, and Audit Reports by the Independent Auditor and the Audit and Supervisory Committee for the 26th Fiscal Year (from January 1, 2025 to December 31, 2025).
Financial Statements for the 26th Fiscal Year (from January 1, 2025 to December 31, 2025).
However, due to the circumstances described below, the Company is now in a position where the Business Report, Financial Statements, and Consolidated Financial Statements for the 26th Fiscal Year will be reported and proposed for approval at an Extraordinary General Meeting of Shareholders to be held separately, rather than at the Adjourned Meeting. Accordingly, the Company hereby announces that its Board of Directors has resolved at a meeting held today to convene an Extraordinary General Meeting of Shareholders as follows.
Background leading to the reporting and approval at an Extraordinary General Meeting of Shareholders to be held separately
As announced in the "Notice Concerning Policy for Holding an Adjourned Meeting of the 26th Annual General Meeting of Shareholders" dated March 6, 2026, the Company had proposed to and received approval from shareholders at the Annual Meeting to hold the Adjourned Meeting to report the aforementioned items after completing the procedures to finalize the Business Report, Financial Statements, and Consolidated Financial Statements for the 26th Fiscal Year, and to delegate the determination of the date, time, and venue of the Adjourned Meeting to the Board of Directors.
However, as announced in the "Notice Concerning Non-expression of Opinion in Audit Report for Annual Securities Report and Non-expression of Opinion in Internal Control Audit Report for the Fiscal Year Ended December 31, 2025" dated April 30, 2026, the audit report of Taiyo ASG LLC, the Company's independent
auditor, for the Annual Securities Report for the fiscal year ended December 31, 2025, will contain a non-expression of opinion. Consequently, it is expected that a non-expression of opinion will also be issued for the Financial Statements and their supplementary schedules, as well as the Consolidated Financial Statements for the fiscal year ended December 31, 2025. Therefore, pursuant to Article 438, Paragraph 2 and Article 439 of the Companies Act, and Article 135 of the Regulation on Corporate Accounting, the Company has decided to seek approval for the Financial Statements for the 26th Fiscal Year at an Extraordinary General Meeting of Shareholders to be held separately.
For the reasons stated above, the Adjourned Meeting will not be held.
Treatment of the Annual Meeting
As the Company has cancelled the Adjourned Meeting as described above, the Annual Meeting was concluded (terminated) at the end of the session held on March 31, 2026. Furthermore, as there is no change to the validity of the proceedings conducted at the Annual Meeting, the resolution items "Election of Four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members)" and "Election of One
(1) Substitute Director who is an Audit and Supervisory Committee Member" were approved and passed at the Annual Meeting and became effective on the same day.
In addition, while it was previously announced that Director Masaya Takada and Outside Director Kenichi Nishimura were scheduled to retire at the conclusion of the Adjourned Meeting, following the decision to cancel the Adjourned Meeting, their retirement date will be March 31, 2026.
Future Outlook
Details regarding the convocation of the Extraordinary General Meeting of Shareholders will be announced promptly once determined.
The Company deeply apologizes to its shareholders and all related parties for the inconvenience and concern this situation has caused.