Material event report (merger)

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Material event report (merger decision) 6.2 Cytogen Co., Ltd.

Material Event Report / Korea Exchange Notification Matter

To the Financial Services Commission / Korea Exchange July 29, 2026

Company name: Cytogen Co., Ltd. Representative director: Ahn Ji-hoon Head office address: 60 Gwacheon-daero 7na-gil, Building B, 4th Floor (Units 3, 4), Gwacheon-si, Gyeonggi-do (Galhyeon-dong, Gwacheon Urban Hub) (Tel) 02-6925-1070 (Website) http://www.cytogenlab.com Preparer in charge: (Title) Executive Director (Name) Jung Yun-young (Tel) 02-6925-1070

Merger Decision

1. Merger method: Cytogen Co., Ltd. will absorb-merge GenomeCare Co., Ltd. - Surviving company: Cytogen Co., Ltd. - Dissolving company: GenomeCare Co., Ltd. - Merger type: Small-scale merger

2. Purpose of merger: This merger is intended to absorb-merge GenomeCare, a wholly owned subsidiary, to secure a stable revenue base and growth drivers, combine both companies' technological and business capabilities, and enhance management efficiency and shareholder value.

3. Material impact and effect of the merger 1) Effect on company management Through this merger, the company expects to diversify its business portfolio by integrating its CTC-based precision medicine business with GenomeCare Co., Ltd.'s infertility and reproductive genomics diagnostics business into a single business system, securing future growth drivers and a stable revenue base at the same time. It is also expected that organically linking the technology, R&D capabilities, and business infrastructure held by both companies will strengthen business competitiveness and lay a foundation for mid- to long-term growth. In addition, integrating R&D, testing operations, sales, and management systems is expected to simplify decision-making structures and enable more efficient use of management resources, which is expected to improve organizational operating efficiency and have a positive effect on identifying new business opportunities and pursuing R&D based on the combined capabilities. 2) Effect on finances and operations Through this merger, internalizing GenomeCare Co., Ltd.'s stable sales and revenue base is expected to expand the company's revenue base, improve profitability, and contribute to strengthening financial stability. Cost savings from integrating redundant functions and improving operating efficiency are also expected to have a positive effect on improving the financial structure. On the sales side, linking both companies' customer bases, testing services, and sales networks is expected to strengthen business competitiveness and improve market responsiveness. In addition, developing new services and expanding business by combining CTC-based precision medicine technology with reproductive genomics diagnostic technology is expected to have a positive effect on mid- to long-term sales growth and enhancement of corporate value.

4. Merger ratio: Cytogen Co., Ltd. : GenomeCare Co., Ltd. = 1.0000000 : 0.0000000 - For a merger extinguishing a special purpose acquisition company, the multiple of the base price on the listing date of the merger new shares relative to the closing price on the SPAC's last trading day: -

5. Basis for calculating the merger ratio: The surviving company, Cytogen Co., Ltd., owns 100% of the shares of the dissolving company, GenomeCare Co., Ltd., and since no new shares will be issued for the dissolving company's shares in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value - Surviving company: - - Corporate value - Dissolving company: -

6. Matters concerning external appraisal Whether an external appraisal was conducted: Not applicable - Basis and reason: Under Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, an external appraisal institution's evaluation of merger value fairness is not required when a company owning all of another company's issued shares merges with that company without issuing new shares. As this merger proceeds as a no-new-share merger while the company holds 100% of the equity of GenomeCare Co., Ltd., external appraisal was omitted pursuant to the above provision. Name of external appraisal institution: - External appraisal period: - External appraisal opinion: -

7. Type and number of new merger shares (shares): Common shares -; Class shares -

8. Merger counterparty Company name: GenomeCare Co., Ltd. Main business: Genome R&D and analysis services: providing prenatal and infertility diagnostic and analysis solutions including NIPT (Non-Invasive Prenatal Test) and PGT (Pre-implantation Genetic Test) Relationship with the company: Subsidiary Recent fiscal year financial details (KRW): Total assets 9,544,874,406; Capital stock 2,200,000,000; Total liabilities 1,809,176,120; Sales 10,964,647,004; Total equity 7,735,698,286; Net income 2,686,513,476 - Whether externally audited: Institution name -; Audit opinion Not applicable - For a merger extinguishing a special purpose acquisition company: Representative director -; Date of establishment -; Head office address -; Expected securities registration statement filing date -

9. Newly established merged company Company name: - Financial details at establishment (KRW): Total assets -; Total liabilities -; Total equity -; Capital stock - - Current newly established business division: Recent fiscal year sales (KRW) -; Main business - Whether re-listing will be requested: Not applicable

10. Merger schedule Merger agreement date: July 30, 2026 Record date for determining shareholders: August 13, 2026 Shareholder register closure period - start date: -; end date: - Period for receiving merger opposition notices - start date: August 13, 2026; end date: August 28, 2026 Expected shareholders' meeting date: - Appraisal rights exercise period - start date: -; end date: - Old share certificate submission period - start date: -; end date: - Expected trading suspension period - start date: -; end date: - Creditor objection submission period - start date: August 31, 2026; end date: September 30, 2026 Merger date: October 1, 2026 Closing-report general meeting date: October 1, 2026 Expected merger registration date: October 15, 2026 Expected new share certificate delivery date: -

11. Whether this constitutes a backdoor listing: Not applicable

12. Whether another company's backdoor listing requirements are met: Not applicable

13. Matters concerning appraisal rights Exercise requirements: As this merger constitutes a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of Cytogen Co., Ltd. Expected purchase price: - Exercise procedure, method, period, location: - Expected payment timing and method: - Matters concerning restrictions on appraisal rights: - Effect on the contract: -

14. Board resolution date (decision date): July 29, 2026 - Independent (outside) director* attendance: present (persons) 1; absent (persons) 2 - Auditor (audit committee member who is not an independent (outside) director*) attendance: absent

15. Whether a put option or similar contract has been entered into: No - Contract details: -

16. Whether a securities registration statement must be filed: No - Reason exempted from filing: As this merger proceeds as a no-new-share merger issuing no merger shares, no offering or sale of securities requiring a securities registration statement occurs in the merger process. * "Independent director" applies to listed companies and "outside director" to unlisted companies.

17. Future plans regarding corporate restructuring: As of the date of this report, there are no confirmed corporate restructuring plans other than this merger. However, in order to maximize the effect of this merger and efficiently integrate both companies' management resources and business capabilities, the company plans to review an overall integration plan for its organization and work systems before and after the merger. Accordingly, organizational restructuring, reassignment of duties and personnel, and adjustment of executives and key positions may occur depending on future management circumstances and integration operating plans, but as of the date of this report nothing specific has been confirmed.

18. Other matters for reference in investment decisions (1) As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and shareholders' meeting approval of the merger is replaced by board approval. (2) Although this merger is being pursued as a small-scale merger, if a shareholder holding 20% or more of the surviving company's total issued shares notifies the company in writing of opposition to the merger within the receipt period specified in the merger announcement procedure, the merger cannot proceed as a small-scale merger. (3) The recent fiscal year financial details of "8. Merger counterparty" above are based on the financial statements as of the end of fiscal year 2025. (4) "10. Merger schedule" above is the expected schedule as of the disclosure filing date and may change depending on consultations and approvals with relevant authorities. (5) The closing report of this merger is expected to be replaced by a board resolution and public announcement procedure pursuant to Article 526, Paragraph 3 of the Commercial Act.

* Related disclosures: - Not applicable.

[Detailed material information concerning the merger]

1. Overview of the merger (a) Purpose of the merger (1) Parties to the merger Surviving company after merger (merging company): Name Cytogen Co., Ltd.; Address 60 Gwacheon-daero 7na-gil, Building B, 4th Floor (Units 3, 4), Gwacheon-si, Gyeonggi-do (Galhyeon-dong, Gwacheon Urban Hub); Representative Ahn Ji-hoon; Legal classification KOSDAQ market listed company Dissolving company after merger (company being merged): Name GenomeCare Co., Ltd.; Address 260 Changryong-daero, 8th Floor, Units 807-812, Yeongtong-gu, Suwon-si, Gyeonggi-do (Uidong, Gwanggyo Central Biz Tower); Representative Lim Hong-gye; Legal classification Unlisted company

(2) Background of the merger: This merger is intended to enhance management efficiency and financial soundness, and to create synergy in business structure and technology, in order to strengthen market competitiveness and shareholder value, through the merging company Cytogen Co., Ltd.'s absorption of the company being merged, GenomeCare Co., Ltd.

(3) Whether it constitutes a backdoor listing: Not applicable.

(4) Material impact and effect on the company's management, finances, operations, etc.: Through this merger, integrating GenomeCare Co., Ltd.'s reproductive genomics diagnostics business with the company's CTC-based precision medicine business into a single business system is expected to strengthen business competitiveness and enable synergy using the technology and business capabilities held by both companies. In addition, efficient integration of R&D capabilities, testing operation systems, sales networks, and management resources is expected to improve operating efficiency, and reducing redundant costs and simplifying the decision-making structure is expected to improve management efficiency. Furthermore, integrating GenomeCare Co., Ltd.'s sales and revenue base into the company is expected to expand the business portfolio and revenue base and contribute to improving mid- to long-term profitability and financial stability.

(5) Future plans regarding corporate restructuring: As of the date of this report, there are no confirmed corporate restructuring plans other than this merger. However, in order to maximize the effect of this merger and efficiently integrate both companies' management resources and business capabilities, the company plans to review an overall integration plan for its organization and work systems before and after the merger. Accordingly, organizational restructuring, reassignment of duties and personnel, and adjustment of executives and key positions may occur depending on future management circumstances and integration operating plans, but as of the date of this report nothing specific has been confirmed.

(b) Overview of the counterparty company: Please refer to "2. Matters concerning the merger counterparty company" below.

(c) Form of the merger: This merger is an absorption-type merger, and the surviving company after completion of the merger will be Cytogen Co., Ltd. As this constitutes a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and because the merger ratio is 1:0 under a no-new-share absorption merger method, no new shares will be issued as a result of this merger. If a shareholder holding 20% or more of Cytogen Co., Ltd.'s total issued shares notifies opposition to the merger, the small-scale merger cannot proceed.

(d) Key merger schedule Category: Date; Note Board resolution date for the merger: July 29, 2026; Note: - Announcement of record-date setting for determining shareholders: July 29, 2026; Note: Announcement under each company's articles of incorporation Material event report filing: July 29, 2026; Note: - Merger agreement date: July 30, 2026; Note: - Record date for determining shareholders: August 13, 2026; Note: - Small-scale merger announcement: August 13, 2026; Note: Announcement under each company's articles of incorporation Period for receiving merger opposition notices - start date: August 13, 2026; end date: August 28, 2026; Note: - Board resolution date approving the merger: August 31, 2026; Note: In lieu of a shareholders' meeting Creditor objection announcement: August 31, 2026; Note: Announcement under each company's articles of incorporation Creditor objection period - start date: August 31, 2026; end date: September 30, 2026; Note: - Merger date: October 1, 2026; Note: - Board resolution date for the merger closing report: October 1, 2026; Note: In lieu of a shareholders' meeting Merger closing-report announcement: October 1, 2026; Note: Announcement under each company's articles of incorporation Expected merger (dissolution) registration date: October 15, 2026; Note: - Note) The above key merger schedule is the expected schedule as of the disclosure date and may change due to agreement between the merging parties, approvals and licenses under relevant laws, consultations with relevant authorities, and other circumstances.

(e) Conditions for completion of the merger, etc.: Please refer to "3) Investment risk factors" below.

2) Merger ratio and basis for calculation (a) Calculation of the merger ratio: Cytogen Co., Ltd. owns 100% of the shares of GenomeCare Co., Ltd., and since the merging company will not issue new shares for the shares of the company being merged in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. (b) Whether an external appraisal was conducted: The proviso to Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that an external appraisal institution's evaluation of merger value fairness is not required when a company owning all of another company's issued shares merges with that company without issuing new shares; as this merger falls under that provision, it was not subject to external appraisal pursuant to the above provision.

3) Investment risk factors (a) Risk factors that could make completion of the merger difficult (1) Risk of termination or cancellation of the merger agreement depending on satisfaction or non-satisfaction of certain conditions ① Conditions for termination under the merger agreement [Merger Agreement] Article 19 (Termination of the Agreement, etc.) (1) The parties may terminate this Agreement at any time by written agreement between the execution of this Agreement and the merger date. (2) If a material change occurs in the assets, liabilities, or management condition held by the surviving company or the dissolving company, or an unforeseeable material defect arises, due to an act of God or other cause, the surviving company and the dissolving company may amend the merger terms by written agreement, or the surviving company may terminate this Agreement by written notice to the dissolving company. (3) If, as of the merger date, the surviving company no longer owns all of the dissolving company's issued shares, the parties may amend the merger terms, including the allotment of merger new shares, by written agreement, or terminate this Agreement. (4) If the preconditions set out in Article 16 are not satisfied, or it is determined that they cannot be satisfied, by the merger date, either party may terminate this Agreement by written notice to the other party. (5) If either party materially breaches this Agreement and fails to cure the breach within 10 business days despite the other party's written demand for cure, the other party may terminate this Agreement by written notice. (6) If this Agreement is terminated or loses effect, each party must promptly return or destroy materials received from the other party, and such termination or loss of effect does not affect rights or claims for damages that have already arisen between the parties. Articles 20, 21, and 24 survive termination or loss of effect of this Agreement. This Agreement cannot be terminated after this merger takes effect. ② 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 20% of the company's total issued shares notifies the company in writing of opposition to this merger within two weeks of the announcement date of this merger, it cannot proceed as a small-scale merger, and in that case the merger procedure and schedule may change. ③ As this merger proceeds as a small-scale merger, if the board resolution approving the merger, which replaces the shareholders' meeting for merger approval, fails to obtain the attendance of a majority of directors and the approval of a majority of the directors in attendance, the merger agreement will lose effect.

(b) Possibility of future listing or delisting of the merger new shares: As this is a merger under the no-new-share method issuing no merger new shares, this matter is not applicable. This merger does not constitute a backdoor listing, so there is no possibility of delisting resulting from this merger.

(c) Risk factors to consider when investing in the related securities if the merger is completed: This merger is a small-scale merger of GenomeCare Co., Ltd., in which Cytogen Co., Ltd. holds a 100% equity stake, and is a no-new-share merger issuing no merger new shares. No offering or sale of securities requiring a securities registration statement occurs in the process of this merger. In addition, all rights and obligations, including all types of assets and liabilities held by GenomeCare Co., Ltd. as of the merger date, will be succeeded by Cytogen Co., Ltd. on the merger date without additional procedures or contracts, but as this will not have a material effect on finances, operations, etc., the risk factors to consider when investing in the securities are limited.

(d) Matters concerning entering into a put option or other contract related to the merger: Not applicable.

4) Matters concerning appraisal rights: As this merger proceeds under the small-scale merger method of Article 527-3 of the Commercial Act, appraisal rights are not recognized for the shareholders of Cytogen Co., Ltd., and shareholders' meeting approval of the merger is replaced by board approval.

5) Interests between the parties to the merger, etc. (a) Relationship between the parties to the merger (1) Where there is an equity relationship with the acquiring company, etc.: Cytogen Co., Ltd. holds a 100% equity stake in GenomeCare Co., Ltd. Company name: Cytogen Co., Ltd.; Account item: Subsidiary; Number of shares: 4,400,000 shares; Equity ratio: 100.00% (2) Concurrent holding of positions among executives Name: Ahn Ji-hoon; Position at Cytogen Co., Ltd.: Representative director (registered executive); Position at GenomeCare Co., Ltd.: Non-standing director other than representative (registered executive) Name: Jung Yun-young; Position at Cytogen Co., Ltd.: Executive director (unregistered executive); Position at GenomeCare Co., Ltd.: Non-standing director other than representative (registered executive) (3) Related parties: As the surviving company, Cytogen Co., Ltd., owns 100% of the issued shares of the dissolving company, GenomeCare Co., Ltd., the largest shareholder and related parties of Cytogen Co., Ltd. are related parties of GenomeCare Co., Ltd.

(b) Transaction details between the parties (1) Equity acquisitions (unit: shares, %, KRW) Acquiring company: Cytogen Co., Ltd.; Target company: GenomeCare Co., Ltd.; Acquisition date: 2024-08-21; Account item: Investment in subsidiary; Number of shares: 4,395,000; Equity ratio: 99.89; Acquisition cost: 12,137,522,906 Acquiring company: Cytogen Co., Ltd.; Target company: GenomeCare Co., Ltd.; Acquisition date: 2026-05-21; Account item: Investment in subsidiary; Number of shares: 2,000; Equity ratio: 0.05; Acquisition cost: 7,994,000 Acquiring company: Cytogen Co., Ltd.; Target company: GenomeCare Co., Ltd.; Acquisition date: 2026-06-21; Account item: Investment in subsidiary; Number of shares: 2,000; Equity ratio: 0.05; Acquisition cost: 7,994,000 Acquiring company: Cytogen Co., Ltd.; Target company: GenomeCare Co., Ltd.; Acquisition date: 2026-07-06; Account item: Investment in subsidiary; Number of shares: 1,000; Equity ratio: 0.02; Acquisition cost: 13,000,000 (2) Operating sales, purchase transactions, and receivables/payables, etc.: Not applicable. (3) Debt guarantees and collateral provision: Not applicable.

(c) Transactions with the largest shareholder of the parties: Not applicable.

6) Whether a securities registration statement must be filed Whether subject to filing: Not applicable Reason exempted from filing: As this merger proceeds as a no-new-share merger issuing no merger shares, no offering or sale of securities requiring a securities registration statement occurs in the process of this merger.

7) Other matters necessary for investor protection (a) Status of the largest shareholder's equity, etc.: As this merger is a no-new-share merger issuing no merger new shares, there is no change in the largest shareholder's equity before and after the merger. (b) Management policy and executive composition, etc. after the merger: As of the date of this report, there are no plans regarding changes to the surviving company's future material management policy or method of executive composition, etc. after completion of this merger.

2. Matters concerning the merger counterparty company 1) Company overview Company name: GenomeCare Co., Ltd.; Representative: Lim Hong-gye; Head office address: 260 Changryong-daero, 8th Floor, Units 807-812, Yeongtong-gu, Suwon-si, Gyeonggi-do (Uidong, Gwanggyo Central Biz Tower); Industry: Genome R&D and analysis services; Fiscal year-end month: December; Date of incorporation: November 1, 2012; Listing status of the company's shares: Unlisted company

2) Description of business: GenomeCare Co., Ltd. is a company engaged in genome R&D and analysis services, with reproductive genomics diagnostics as its core business; its main services include pre-implantation genetic testing (PGT) and non-invasive prenatal testing (NIPT).

3) Financial matters (a) Summary balance sheet for the last 3 years (unit: KRW) Category: 2025 / 2024 / 2023 Current assets: 4,743,775,480 / 3,068,667,466 / 1,598,359,270 Non-current assets: 4,801,098,926 / 3,342,540,858 / 4,222,493,536 Total assets: 9,544,874,406 / 6,411,208,324 / 5,820,852,806 Total liabilities: 1,809,176,120 / 1,395,532,663 / 3,016,530,043 Capital stock: 2,200,000,000 / 2,200,000,000 / 2,200,000,000 Retained earnings (accumulated deficit): 2,250,951,000 / (435,562,476) / (2,522,001,745) Total equity: 7,735,698,286 / 5,015,675,661 / 2,804,322,763 Total liabilities and equity: 9,544,874,406 / 6,411,208,324 / 5,820,852,806

(b) Summary income statement for the last 3 years (unit: KRW) Category: 2025 / 2024 / 2023 Sales: 10,964,647,004 / 8,300,185,300 / 5,204,371,994 Cost of sales: 5,831,747,553 / 4,567,547,577 / 3,265,113,858 Selling, general and administrative expenses: 2,178,317,497 / 1,954,609,911 / 2,005,304,593 Operating income (loss): 2,954,581,954 / 1,778,027,812 / (66,046,457) Non-operating income (loss): (6,064,771) / (22,469,352) / (1,221,350,002) Net income (loss): 2,686,513,476 / 1,477,692,009 / (977,487,994)

4) External auditor's audit opinion: GenomeCare Co., Ltd. is not subject to mandatory external audit and is therefore not audited by an external auditor.

5) Matters concerning the board and other corporate bodies: GenomeCare Co., Ltd.'s board consists of 4 members in total: 1 representative director, 2 non-standing directors other than the representative, and 1 auditor.

6) Matters concerning shareholders Shareholder name: Cytogen Co., Ltd.; Shares held: 4,400,000 common shares; Equity ratio: 100.00%

7) Matters concerning executives and employees, etc. Category: Number (persons) Registered executives: 4 Unregistered executives: 5 Employees: 27

8) Other matters necessary for investor protection: Not applicable.