What happened
Decision to Acquire Shares and Equity Securities of Another Company [Form version] 6.0
Soosung Webtoon Co., Ltd.
Amendment Report (Filing) July 13, 2026
1. Disclosure document being amended: Decision to acquire shares and equity securities of another company 2. Original filing date of the disclosure document being amended: October 16, 2024 3. Amendment details:
Item: 7. Payment of transaction consideration Reason for amendment: Change in amount and schedule due to partial amendment of the contract
Before amendment: Under the share purchase agreement executed on October 16, 2024, a down payment of KRW 11,000,000,000 was to be paid in cash; on October 28, 2024, a first installment of KRW 19,000,000,000 was to be settled using the company's held Series 21 convertible bonds of KRW 15,000,000,000 and KRW 4,000,000,000 in cash, with 6,575 shares (including as collateral) to be delivered upon full payment of the first installment; KRW 4,000,000,000 was to be paid in cash on December 30, 2025, together with interest at an annual rate of 4.6% accrued from the transaction closing date of October 25, 2024 through December 30, 2025; of the remaining balance of KRW 5,000,000,000, KRW 500,000,000 was to be paid in cash on April 10, 2026, with the remaining KRW 4,500,000,000 plus the related interest to be paid by an in-kind contribution, with the scheduled payment date set, per the rights-offering schedule, as June 16, 2026.
After amendment: Under the same agreement, the down payment of KRW 11,000,000,000, the first installment of KRW 19,000,000,000 (KRW 15,000,000,000 Series 21 convertible bonds plus KRW 4,000,000,000 cash, with 6,575 shares including as collateral delivered on full payment), and the KRW 4,000,000,000 cash payment on December 30, 2025 together with interest at an annual rate of 4.6% accrued from October 25, 2024 through December 30, 2025 are unchanged. Of the remaining balance of KRW 5,000,000,000, KRW 500,000,000 is to be paid in cash on April 9, 2026; the in-kind contribution of the remaining KRW 4,500,000,000 plus interest is cancelled, and the deadline is extended to August 30, 2027 (extended by one year at a time if neither party objects one month before maturity); interest accrued in 2026 and the period interest are reduced to an interest rate of 0%, and the interest rate is set at 4.6% starting January 1, 2027.
Item: 15. Other matters material to investment decisions Reason for amendment: Change in amount and schedule due to partial amendment of the contract Before amendment: (7) The balance arising from the withdrawal of the in-kind contribution is extended for a period until August 30, 2027 (extended by one year at a time if neither party objects one month before maturity); interest accrued in 2026 and the period interest are reduced to an interest rate of 0%, and the interest rate is set at 4.6% starting January 1, 2027. After amendment: (same text as above, confirmed as the current provision)
Material Event Report / Korea Exchange Disclosure Obligation To the Financial Services Commission / Korea Exchange October 16, 2024
Company name: Soosung Webtoon Co., Ltd. CEO: Kim Deok-jin, Yoo Young-hak Head office address: 42, Baetgil 1-ro, Seo-gu, Incheon (Phone) 032-820-5160 (Website) http://www.soosung.com Preparer: (Title) Head of Logistics Business Division (Name) Jang Tae-hoon (Phone) 032-820-5160
Decision to Acquire Shares and Equity Securities of Another Company
1. Issuing company Company name: Toomics Co., Ltd. Nationality: Republic of Korea Representative: Jeong Un-gyu Capital stock (KRW): 113,270,000 Relationship with the company: Subsidiary Total shares issued (shares): 22,654 Main business: Production, distribution and sale of comics, novels and other content Acquisition of new shares via third-party placement within the last six months: Yes
2. Acquisition details Number of shares acquired: 6,575 Acquisition amount (A) (KRW): 39,000,000,000 Total assets (B) (KRW): 138,228,520,874 (A)/(B) (%): 28.21 Equity capital (C) (KRW): 71,446,049,110 (A)/(C) (%): 54.59
3. Shares held and equity ratio after acquisition Shares held: 15,863 Equity ratio (%): 70.02
4. Purpose of acquisition: Inclusion as a consolidated subsidiary through the additional acquisition of equity
5. Scheduled acquisition date: October 28, 2024
6. Counterparty Company name: Toomics Holdings Co., Ltd. Capital stock (KRW): 9,586,885,000 Main business: Holding equity in Toomics and its affiliates Head office address: 13th floor, D&Y Building, 12, Teheran-ro 38-gil, Gangnam-gu, Seoul Relationship with the company: Largest shareholder
7. Payment of transaction consideration Under the share purchase agreement executed on October 16, 2024, a down payment of KRW 11,000,000,000 is to be paid in cash; on October 28, 2024, a first installment of KRW 19,000,000,000 is to be settled using the company's held Series 21 convertible bonds of KRW 15,000,000,000 and KRW 4,000,000,000 in cash, with 6,575 shares (including as collateral) delivered upon full payment of the first installment; KRW 4,000,000,000 is to be paid in cash on December 30, 2025, together with interest at an annual rate of 4.6% accrued from the transaction closing date of October 25, 2024 through December 30, 2025; of the remaining balance of KRW 5,000,000,000, KRW 500,000,000 is to be paid in cash on April 9, 2026, with the in-kind contribution of the remaining KRW 4,500,000,000 plus interest cancelled and the deadline extended to August 30, 2027 (extended by one year at a time if neither party objects one month before maturity); interest accrued in 2026 and the period interest are reduced to an interest rate of 0%, and the interest rate is set at 4.6% starting January 1, 2027.
8. External valuation matters External valuation conducted: Yes Basis and reason: 1. Basis: This opinion is presented as reference material for the company's internal decision-making regarding the above share acquisition, and was prepared for use in preparing and attaching to the material event report submitted to the Financial Services Commission pursuant to Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree. 2. Reason: Reference material to assess the appropriateness of the acquisition price in acquiring the shares of the company being valued. Name of external valuation institution: Yichon Accounting Corporation External valuation period: September 18, 2024 to October 15, 2024 External valuation opinion: This opinion is presented as reference material for the company's internal decision-making regarding the above share acquisition, and was prepared for use in preparing and attaching to the material event report submitted to the Financial Services Commission pursuant to Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree. Accordingly, the results of this appraiser's valuation of the company being valued must not be used for any purpose other than that stated in this opinion, nor used by any third party other than the company and parties related to the stated purpose; this appraiser bears no liability for any damage arising from the process or results if this opinion is used for any other purpose. In performing this engagement, this appraiser complied with the "Guidelines for External Valuation Work" (June 2009) established by the Financial Supervisory Service and the "Standards for Performance of Valuation Services" (August 2008) established by the Korean Institute of Certified Public Accountants. This appraiser applied the discounted cash flow (DCF) method to value the shares to be acquired. As of the valuation reference date, the value of the shares to be acquired is calculated to range from KRW 40,545 million to KRW 52,163 million. Accordingly, no grounds were found, from a materiality perspective, to consider the actual scheduled acquisition price of KRW 47,850 million agreed between the company and the transferor to be inappropriate, in light of the above valuation range derived using the discounted cash flow method as of the valuation reference date. The above valuation results of this appraiser were derived in accordance with the assumptions, constraints and cautions on use of the opinion stated in this opinion, and the scope and limitations of the work performed are as follows. The procedures described in this opinion are not audit procedures under generally accepted auditing standards; accordingly, this appraiser does not express an audit opinion on the content contained in this opinion, nor provide any form of assurance regarding the financial position and operating results of the company being valued. If additional audit procedures under auditing standards had been performed, additional findings, changes or other exceptions not mentioned in this opinion may have been discovered. In valuing the shares to be acquired, this appraiser reviewed the reasonableness of assumptions and the validity of underlying data with respect to the historical financial information, future projected financial data and related supporting materials of the company being valued presented by the company and the company being valued, Financial Supervisory Service data, and market data from other external institutions, and valued the shares on that basis. However, sufficient procedures to confirm the authenticity and appropriateness of the presented materials, such as verification of supporting evidence and external inquiries, were not performed. Accordingly, if the presented materials change, or differ from the facts, the valuation results may differ accordingly, and the difference may be material. Projections for future periods may be materially affected by changes in various factors such as revisions to the company's management strategy or business plan by management, and the macroeconomic environment; accordingly, this appraiser does not guarantee or confirm that the estimates in this opinion will match or resemble future actual results. In addition, if a different valuation method or different assumptions than those used in this opinion are used, the results may differ materially from those in this opinion. Rounding differences arising from the application of various ratios in estimating annual cash flows and the cost of capital are disregarded. This opinion is valid as of the date of its submission (October 16, 2024). Accordingly, events or circumstances that could materially affect the valuation may occur between the date of submission of this opinion and the time it is read, and in such cases the outcome may differ from the content of this opinion. This appraiser has no obligation to update this opinion for information learned after the date of submission of this opinion. Users of this opinion must be fully aware of the scope and limitations of the work performed by this appraiser as described in the opinion, as well as the assumptions underlying the review and the potential for variability resulting from changes in the circumstances underlying those assumptions. Independence of the valuation institution: This appraiser is not a related party of the company or the transferor under Article 165-4 of the Financial Investment Services and Capital Markets Act, Article 176-5 of its Enforcement Decree, and Article 5-14 of the Regulation on Issuance and Disclosure of Securities, etc. Nor is this appraiser subject to restrictions on valuation or professional duties under Articles 21 and 33 of the Certified Public Accountant Act.
9. Board resolution date (decision date): October 16, 2024 Outside directors present: 3; absent: 0 Non-outside-director auditor (audit committee member) present: Present
10. Whether this constitutes a backdoor listing: Not applicable Plan for third-party placement capital increase, etc. within the next six months: Yes
11. Whether the issuing company (other company) meets the requirements for a backdoor listing: Not applicable
12. Whether subject to Fair Trade Commission reporting: Not applicable
13. Whether a put option or similar contract was concluded: No Contract details: -
14. Plans for future corporate restructuring: As of the date of this report, the company has not finalized any specific plan for restructuring, such as a merger, etc.
15. Other matters material to investment decisions (1) The above issuing company's capital stock and total shares issued are stated as of the disclosure filing date. (2) The total assets and equity capital figures in item 2 ("Acquisition details") above are based on the separate financial statements in the most recently filed periodic report (the 2023 business report). (3) The above scheduled acquisition date is based on the date of payment of the first installment. Pursuant to this acquisition decision, a "Share Purchase Agreement" was executed with the counterparty on the same day as the board's decision. (4) This decision and agreement may be changed in the future by separate agreement between the parties, and if a change occurs it will be disclosed through an amendment filing. (5) As of December 4, 2025, there was an outstanding payable of KRW 18,838,431,740, including KRW 18,000,000,000 in unpaid amounts plus interest, but KRW 9,453,698,630 of this was waived under the largest shareholder's debt waiver, and the remaining balance of KRW 9,384,733,110 was scheduled to be repaid on December 30. (6) As of April 10, 2026, of the remaining balance of KRW 5,424,805,000, KRW 500,000,000 was paid in cash on April 10, 2026, and the remaining balance of KRW 4,924,805,000 (principal and interest) was scheduled to be paid as an in-kind contribution through a third-party placement rights offering. (7) The balance arising from the withdrawal of the in-kind contribution is extended for a period until August 30, 2027 (extended by one year at a time if neither party objects one month before maturity); interest accrued in 2026 and the period interest are reduced to an interest rate of 0%, and the interest rate is set at 4.6% starting January 1, 2027.
Related disclosures: -
[Summary Financial Status of the Issuing Company] (Unit: KRW) Category: Total assets; Total liabilities; Total equity; Capital stock; Sales; Net income; Audit opinion; External auditor Current year: Total assets 29,601,817,517; Total liabilities 15,977,469,090; Total equity 13,624,348,427; Capital stock 113,270,000; Sales 17,514,409,924; Net income 5,633,956,066; Audit opinion Unqualified; External auditor Samil PricewaterhouseCoopers Prior year: Total assets 37,840,147,187; Total liabilities 29,841,251,872; Total equity 7,998,865,315; Capital stock 113,270,000; Sales 24,233,939,093; Net income 8,787,970,308; Audit opinion Unqualified; External auditor Kwanggyo Accounting Corporation Year before that: Total assets 23,005,975,482; Total liabilities 10,317,088,588; Total equity 12,688,886,894; Capital stock 113,270,000; Sales 24,724,502,013; Net income 2,773,396,179; Audit opinion Unqualified; External auditor Kwanggyo Accounting Corporation
[Matters Concerning the Counterparty] 1. Basic information Name: Toomics Holdings Co., Ltd. Nationality: Republic of Korea Address (head office) [city/county/district only]: 8, Teheran-ro 97-gil, Gangnam-gu, Seoul (Daechi-dong, KT&G Tower), 4th floor Occupation (business description): Holding equity in Toomics and its affiliates
Largest shareholder, CEO, representative executive officer status and financial condition, etc. (where the counterparty is a corporation) Category: Name; Number of shares; Equity ratio (%) Largest shareholder: Terrapin Studio Co., Ltd.; 1,592,391 shares; 83.05% CEO: Yoo Young-hak; -; -
(Unit: KRW) Most recent fiscal year: 2023, fiscal year-end December Total assets: 130,565,326,951 Capital stock: 9,586,885,000 Total liabilities: 89,410,271,441 Sales: 0 Total equity: 41,155,055,510 Net income (loss): -29,325,943,626 External auditor: Samil PricewaterhouseCoopers In suspension of business: No Audit opinion: Unqualified In closure of business: No
2. Relationship with the company or its largest shareholder/officers Relationship between the company and the counterparty: The counterparty is itself the largest shareholder Relationship between the company's largest shareholder/officers and the counterparty: Name: Yoo Young-hak; Relationship with counterparty: CEO
3. Transactions in the last three years (excluding ordinary transactions) Category: Transaction details Current year: - Prior year: - Year before that: -
[Matters Concerning Borrowings] (Unit: KRW) Lender: Invest Nine; Amount borrowed: 3,000,000,000; Borrowing period: October 16, 2024 to October 25, 2024; Collateral assets: -; Note: - Subtotal: 3,000,000,000; -; -; -
| Filed | 2026-07-13, [Amended] Material event report (equity acquisition) |
|---|---|
| Source | DART rcept 20260713000393 → open original filing |
Source: DART. Information only, not investment advice.
