Kolmar BioTech

215380 · KOSDAQ · Health Care · SMALL CAP

[Amended] Material event report (merger)

Kolmar BioTech Co., Ltd. (listed under the "Woojung BIO" name in this filing's header, as stated in the filing, though the filing body identifies the filer as Kolmar BioTech Co., Ltd.) amended its July 20, 2026 merger report to attach the final merger agreement in place of the draft, for a small-scale merger in which Kolmar BioTech absorbs its wholly owned subsidiary MOD Materials Co., Ltd. (2025 total assets US$2.49M, total liabilities US$2.04M, revenue US$10.5M) without issuing new shares, at a merger ratio of 1:0, with a scheduled merger effective date of September 22, 2026.

M&A([Amended] Material event report (merger))· FILED 2026-07-21· RCEPT 20260721000322

What happened

Amendment report July 21, 2026 1. Document being amended: decision on company merger 2. Original filing date of document being amended: July 20, 2026 3. Amendment details

Item: Attached agreement Reason for amendment: attachment amended following final execution of the agreement on July 21, 2026 Before: merger agreement (draft) After: merger agreement (final)

Material event report / Exchange filing obligation matter To the Financial Services Commission / Korea Exchange July 20, 2026 Company name: Kolmar BioTech Co., Ltd. Representative Director: Moon Byeong-seok Head office address: 593-8, Dongtangiheung-ro, Dongtan-gu, Hwaseong-si, Gyeonggi-do, Kolmar Bio Cluster (Phone) 031-280-5200 (Website) http://kolmarbiotech.com Preparer: (Title) Executive Vice President (Name) Nam Young-pyo (Phone) 031-280-5317

Decision on company merger

1. Merger method Kolmar BioTech Co., Ltd. to absorb-merge MOD Materials Co., Ltd. - Surviving company: Kolmar BioTech Co., Ltd. - Dissolved company: MOD Materials Co., Ltd. - Merger type: small-scale merger

2. Merger purpose This merger is intended to integrate business capabilities and improve management efficiency, and to secure medium- to long-term growth drivers, by absorb-merging MOD Materials Co., Ltd., a wholly owned subsidiary engaged in the manufacture of cosmetics raw materials.

3. Material effects and impact of the merger 1) Effect on the Company's management As of the filing date of this material event report, the Company owns 100% of the equity of MOD Materials Co., Ltd., the company to be absorbed. The Company will absorb-merge the company to be absorbed at a merger ratio of 1:0, and no new shares will be issued by the merging company as a result of this merger. There will be no change in the Company's largest shareholder in connection with this merger, and the merging company, Kolmar BioTech Co., Ltd., will remain the surviving company. 2) Effect on the Company's finances/operations Through integration of infrastructure and optimization of operating processes between the two companies, management costs are expected to be reduced, and by actively leveraging the Kolmar Group's infrastructure, profitability is expected to improve through economies of scale. As business capabilities are combined, stable sales channels are expected to be diversified, which is expected to improve financial indicators such as earnings per share, ultimately increasing shareholder value.

4. Merger ratio Kolmar BioTech Co., Ltd. : MOD Materials Co., Ltd. = 1.0000000 : 0.0000000 - In the case of a merger involving the dissolution of a special purpose acquisition company, the multiple of the listing-day reference price of the merger's new shares relative to the SPAC's closing price on its last trading day: not applicable

5. Basis for calculating the merger ratio The merging company, Kolmar BioTech Co., Ltd., owns 100% of the shares of the company to be absorbed, MOD Materials Co., Ltd., and since the merging company will not issue new shares in the merger, the merger ratio was calculated as 1:0. - Corporate value: surviving company -; dissolved company -

6. Matters concerning external valuation Whether an external valuation was conducted: not applicable - Basis and reason: under the proviso of Article 176-5, Paragraph 8, Item 2, Subitem (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, where a company owning the total issued shares of another company merges with that other company without issuing new shares, an evaluation by an external valuation institution of the appropriateness of the merger price is not required; since this merger falls under this provision, it was not evaluated by an external valuation institution. Name of external valuation institution: - External valuation period: - External valuation opinion: -

7. Type and number of new shares to be issued in the merger (shares) Common shares: - Special class shares: -

8. Merger counterparty company Company name: MOD Materials Co., Ltd. Main business: manufacture of cosmetics raw materials Relationship with the Company: subsidiary Financial information for the most recent fiscal year (KRW): total assets 3,687,773,126; capital stock 500,000,000; total liabilities 3,019,177,446; revenue 15,534,903,138; total equity 668,595,680; net income -16,755,536 - Whether externally audited: yes; auditor name: Woori Accounting Corporation; audit opinion: unqualified - In the case of a merger involving the dissolution of a special purpose acquisition company: representative director -; date of incorporation -; head office address -; expected securities registration statement filing date -

9. Newly incorporated merger company Company name: - Financial information at incorporation (KRW): total assets -; total liabilities -; total equity -; capital stock - - Revenue of the newly incorporated business division for the most recent fiscal year (KRW), based on current standards: - Main business: - Whether re-listing will be applied for: not applicable

10. Merger schedule Merger agreement date: July 21, 2026 Shareholder record date: August 4, 2026 Shareholder register closure period: start -; end - Period for receiving notices of opposition to merger: start August 4, 2026; end August 18, 2026 Scheduled date of shareholders' meeting: - Appraisal rights exercise period: start -; end - Period for submission of old share certificates: start -; end - Scheduled trading suspension period: start -; end - Creditor objection filing period: start August 20, 2026; end September 21, 2026 Merger effective date: September 22, 2026 Closing report meeting date: September 22, 2026 Scheduled merger registration date: October 1, 2026 Scheduled date for delivery of new share certificates: - Scheduled listing date of new shares: -

11. Whether this constitutes a backdoor listing: not applicable 12. Whether this meets another company's backdoor listing requirements: not applicable 13. Matters concerning appraisal rights Exercise requirements: since this merger is a small-scale merger under Article 527-3 of the Commercial Act, no appraisal (share purchase) rights are granted to shareholders of Kolmar BioTech Co., Ltd. Expected purchase price: - Exercise procedure, method, period, place: - Expected payment timing, payment method: - Matters concerning restrictions on appraisal rights: - Effect on the agreement: - 14. Board resolution date (decision date): July 20, 2026 - Outside directors present: attended (2), absent (0) - Auditor (audit committee member who is not an outside director) attendance: attended 15. Whether a put option or similar agreement was entered into: no - Contract details: - 16. Whether subject to filing a securities registration statement: no - Reason for exemption from filing: since this merger does not involve the issuance of new merger shares (a merger without capital increase), there is no offering or sale of securities requiring a securities registration statement in this merger, and filing is therefore exempted. 17. Future plans for corporate restructuring As of the filing date of this report, the Company has no matters concerning corporate restructuring being pursued following completion of the merger. 18. Other important matters for investment decisions 1) Since this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal (share purchase) rights are not recognized, and merger approval is replaced by board approval. 2) Although this merger is being pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the total issued shares of the surviving company notify in writing their opposition to the merger within 2 weeks from the date of the merger announcement, the merger cannot proceed as a small-scale merger. 3) The financial information of the merger counterparty company in item 8 above is based on the financial statements as of the end of fiscal year 2025. 4) The closing report meeting in the above merger schedule will, pursuant to Article 526, Paragraph 3 of the Commercial Act, be replaced by an announcement on the Company's website following a board resolution. 5) If, between the date of execution of the merger agreement and the merger effective date (or the deadline set forth in the merger agreement), there occurs a need to amend this agreement due to consultation with or requests from relevant authorities, unforeseeable force majeure events, sudden changes in economic conditions, material changes in management status, or other circumstances requiring amendment, the parties to the merger may amend this agreement by mutual agreement. 6) Key merger schedule Classification: board resolution date for merger; Date: July 20, 2026; Remarks: - Classification: announcement of record date for determining shareholders entitled to state opposition; Date: July 20, 2026; Remarks: announcement on the Company's website Classification: merger agreement execution date; Date: July 21, 2026; Remarks: - Classification: record date for determining rights-holding shareholders; Date: August 4, 2026; Remarks: - Classification: small-scale merger announcement; Date: August 4, 2026; Remarks: announcement on the Company's website Classification: period for receiving notices of opposition - start date; Date: August 4, 2026; Remarks: - Classification: period for receiving notices of opposition - end date; Date: August 18, 2026; Remarks: - Classification: board resolution date approving merger; Date: August 19, 2026; Remarks: in lieu of shareholders' meeting Classification: creditor objection filing announcement; Date: August 20, 2026; Remarks: announcement on the Company's website Classification: creditor objection filing period - start date; Date: August 20, 2026; Remarks: - Classification: creditor objection filing period - end date; Date: September 21, 2026; Remarks: - Classification: merger effective date; Date: September 22, 2026; Remarks: - Classification: board resolution date for (draft) closing report; Date: September 22, 2026; Remarks: in lieu of shareholders' meeting Classification: merger closing report announcement; Date: September 22, 2026; Remarks: announcement on the Company's website Classification: scheduled merger (dissolution) registration date; Date: October 1, 2026; Remarks: - 7) The above merger schedule is the planned schedule as of the disclosure date of this report, and may change due to consultation and approval processes with relevant authorities. 8) Whether a securities registration statement will be filed: not applicable; reason for exemption: merger without capital increase Related disclosures: none

[Detailed statement of key merger matters] 1. Overview of the merger 1) Merger counterparty Surviving company after merger (merging company): trade name Kolmar BioTech Co., Ltd.; location 593-8, Dongtangiheung-ro, Dongtan-gu, Hwaseong-si, Gyeonggi-do; representative director Moon Byeong-seok; corporate classification KOSDAQ-listed company Company dissolved after merger (company to be absorbed): trade name MOD Materials Co., Ltd.; location 2nd floor, 12-10, Deokgogae-gil, Jeonui-myeon, Sejong Special Self-Governing City; representative director Kwak Gi-hoon; corporate classification unlisted company 2) Background of the merger This merger is intended to integrate business capabilities and improve management efficiency, and to secure medium- to long-term growth drivers, by absorb-merging MOD Materials Co., Ltd., a wholly owned subsidiary engaged in the manufacture of cosmetics raw materials. 3) Material effects on the Company's management, finances, operations, etc. As of the filing date of this report, the Company owns 100% of the equity of MOD Materials Co., Ltd., the company to be absorbed. The Company will absorb-merge the company to be absorbed at a merger ratio of 1:0, and no new shares will be issued by the merging company as a result of this merger. There will be no change in the Company's largest shareholder in connection with this merger, and Kolmar BioTech Co., Ltd. will remain the surviving company. Through this merger, integration of infrastructure and optimization of operating processes between the two companies are expected to reduce management costs, and by actively leveraging the Kolmar Group's infrastructure, profitability is expected to improve through economies of scale. As business capabilities are combined, stable sales channels are expected to be diversified, which is expected to improve financial indicators such as earnings per share, ultimately increasing shareholder value. 4) Whether this is a backdoor listing: not applicable. 5) Future plans for corporate restructuring, etc. As of the filing date of this report, the Company has no finalized matters concerning corporate restructuring being pursued or planned following completion of the merger. 6) Overview of the counterparty company Please refer to "2. Matters concerning the merger counterparty company" below. 7) Form of the merger - In this merger, the merging company, Kolmar BioTech Co., Ltd., will absorb-merge the company to be absorbed, MOD Materials Co., Ltd.; Kolmar BioTech Co., Ltd. will survive and MOD Materials Co., Ltd. will be dissolved. - The company to be absorbed is a 100%-owned subsidiary of the merging company, and this merger will proceed as a merger without capital increase in which no new merger shares are issued. As this constitutes a small-scale merger under Article 527-3 of the Commercial Act, the shareholders' meeting for merger approval is replaced by board approval. - As this merger is being pursued as a small-scale merger, appraisal (share purchase) rights are not granted to the Company's shareholders. 8) Merger schedule: [same schedule as in item 6 above] Note: the above schedule is the planned schedule as of the filing date of this report, and may change due to consultation and approval processes with relevant authorities. 9) Whether a securities registration statement will be filed Whether subject to filing: not applicable Reason for exemption: this merger is a small-scale merger in which the merging company owns 100% of the shares of the company to be absorbed, and since the merging company will not issue new shares in the merger, it does not constitute an offering or sale of securities under Article 119 of the Financial Investment Services and Capital Markets Act, and there is therefore no obligation to file a securities registration statement. 10) Conditions for the merger's success and investment risk factors a. Conditions for termination of the agreement under the merger agreement (1) The surviving company and the dissolved company may terminate this agreement at any time between the date of execution of this agreement and the merger effective date, by written agreement. (2) If any of the following events occurs, either party to this agreement may terminate this agreement by written notice to the other party: 1. If the preconditions to the merger under Article 13 are not satisfied by the merger effective date 2. If a shareholder holding 20% or more of the total issued shares of the surviving company notifies its opposition to replacing shareholders' meeting approval of this agreement with board approval 3. If, between the date of execution of this agreement and the merger effective date, a material adverse effect occurs on the assets, liabilities, or management condition of the surviving company or the dissolved company due to force majeure or other causes 4. If the surviving company or the dissolved company breaches this agreement and fails to cure the breach within [10] business days after receiving a request for cure from the other party (3) Upon receipt of a notice under Paragraph 2 of this Article, this agreement immediately loses effect without any further action by either party. b. Resolution requirements concerning the merger, etc. As this merger is being pursued as a small-scale merger, if the board resolution approving the merger (in lieu of the shareholders' meeting) fails to obtain the attendance of a majority of directors and the approval of a majority of the directors present, the merger agreement will lose effect. c. Notice of opposition by dissenting shareholders Although this merger is planned to proceed as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding shares equal to 20% of the Company's total issued shares notifies the Company in writing of opposition to the merger within 2 weeks from the date of the merger announcement, the merger cannot proceed as a small-scale merger, and in this case the merger procedure and schedule may change. 11) Regulations or special provisions under relevant laws - This merger constitutes a simplified merger under Article 527-2 of the Commercial Act and a small-scale merger under Article 527-3, and the shareholders' meeting approval of each of the dissolved company and the surviving company is replaced by board approval. - This merger must comply with all regulations for mergers, including the creditor protection procedures set out in Article 527-5 of the Commercial Act, the Commercial Act, and the KOSDAQ market disclosure regulations. - Since the surviving company, Kolmar BioTech Co., Ltd., owns all of the issued shares of the dissolved company, MOD Materials Co., Ltd., there will be no issuance of new shares or payment of merger consideration as a result of the merger. 12) Merger price, basis of calculation, and whether externally valued - Since the merging company owns 100% of the issued shares of the company to be absorbed, the merging company will proceed with this merger as a merger without capital increase, issuing no new shares for the shares of the company to be absorbed; the merger ratio was therefore calculated as 1.0000000 : 0.0000000, and calculation of the merger price was omitted. - Under the proviso of Article 176-5, Paragraph 8, Item 2, Subitem (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, where a company owning the total issued shares of another company merges with that other company without issuing new shares, an evaluation by an external valuation institution is not required; accordingly, no external valuation institution's evaluation was obtained pursuant to this provision. 13) Method of the merger, etc. - As this merger is a 100% absorption-type small-scale merger with a merger ratio of 1.0000000:0.0000000, Kolmar BioTech Co., Ltd. will issue no new shares. - As of the filing date of this report, neither the merging company nor the company to be absorbed holds any treasury shares. - Pursuant to the merger agreement executed by the merging company and the company to be absorbed in connection with this merger, the merging company guarantees the succession of employment of the company to be absorbed. 14) Interests between the parties, etc. a. Relationship between the parties (1) Equity relationship: as of the filing date of this report, the Company owns 100% of the equity of the company to be absorbed, and the company to be absorbed is the Company's subsidiary. (2) Related parties: as of the filing date of this report, the company to be absorbed is the Company's 100%-owned subsidiary, and the Company's related parties and the related parties of the company to be absorbed are identical. b. Transactions between the parties (1) Equity investment status (Unit: KRW millions): investing company Kolmar BioTech Co., Ltd.; investee company MOD Materials Co., Ltd.; acquisition date June 30, 2026; number of shares 100,000 shares; equity ratio 100.0%; acquisition cost 830 (2) Debt guarantees: not applicable (3) Provision of collateral: not applicable (4) Purchase/sale transactions: not applicable (5) Operating receivables, payables, accrued liabilities, accrued income: not applicable c. Transactions with the Company's largest shareholder: not applicable

2. Matters concerning the merger counterparty company 1) Company overview Company name: MOD Materials Co., Ltd. Representative director: Kwak Gi-hoon Date of incorporation: October 29, 2021 Location: 2nd floor, 12-10, Deokgogae-gil, Jeonui-myeon, Sejong Special Self-Governing City Business registration number: 321-88-02373 Main business: manufacture of cosmetics raw materials Credit rating matters: not applicable Whether listed: unlisted company 2) Summary financial information for the most recent 3 years a. Statement of financial position (Unit: KRW millions) - end of 2025 / end of 2024 / end of 2023 Current assets: 3,685 / 2,245 / 1,653 Non-current assets: 2 / 3 / 3 Total assets: 3,688 / 2,248 / 1,657 Current liabilities: 2,970 / 1,528 / 1,172 Non-current liabilities: 49 / 29 / 14 Total liabilities: 3,019 / 1,557 / 1,186 Capital stock: 500 / 500 / 500 Retained earnings: 169 / 190 / -29 Total equity: 669 / 690 / 471 b. Income statement (Unit: KRW millions) - 2025 / 2024 / 2023 Revenue: 15,535 / 10,641 / 7,132 Cost of sales: 15,323 / 10,193 / 6,837 Gross profit: 212 / 448 / 295 SG&A expenses: 228 / 198 / 213 Operating income (loss): -16 / 250 / 82 Net income (loss): -17 / 224 / 81 c. External auditor's audit opinion - 2025 / 2024 / 2023 Auditor: Woori Accounting Corporation / Woori Accounting Corporation / Seohyun Accounting Corporation Audit opinion: unqualified / unqualified / unqualified 3) Matters concerning the board and other corporate bodies MOD Materials Co., Ltd. is an unlisted company consisting of one registered in-house director who also serves as representative director. 4) Matters concerning shareholders Shareholder name: Kolmar BioTech Co., Ltd.; number of shares: 100,000 shares; equity ratio: 100.0% 5) Matters concerning officers and employees Registered officers: 1; unregistered officers: -; employees: 2 6) Matters concerning affiliates, etc. The Company and the merger counterparty company are in a parent-subsidiary relationship, so matters concerning affiliates are identical. 7) Other matters necessary for investor protection a. Material litigation: not applicable. b. Other contingent liabilities, etc.: not applicable. c. Sanctions status: not applicable.

Filed2026-07-21, [Amended] Material event report (merger)
SourceDART rcept 20260721000322 → open original filing

Versions of this filing

  1. 2026-07-20Original
  2. 2026-07-21Amendment 1 (this page)

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-07-21 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).