Moda-InnoChips

080420 · KOSDAQ · Consumer Discretionary · SMALL CAP

[Amended] Material event report (merger)

Moda-InnoChips amends its merger report for being absorbed into affiliate Logen, pushing the entire merger schedule back by about two months (shareholder record date to 2026-08-14, shareholders' meeting to 2026-10-19, trading-suspension period moved to 2026-11-27~2026-12-20, merger effective date to 2026-12-01, with a new-share listing date of 2026-12-21 added) under the same fixed exchange ratio of 1 : 0.9755740 common shares (Logen : Moda-InnoChips).

M&A([Amended] Material event report (merger))· FILED 2026-07-30· RCEPT 20260730000170

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-09-14) →

What happened

Material Event Report (Merger Decision) 6.2 Moda-InnoChips Co., Ltd. Amendment Report (Correction) July 30, 2026 1. Disclosure document being amended: Material event report (merger decision) 2. Original filing date of the disclosure document being amended: March 9, 2026 3. Amendment details

Item: 10. Merger schedule - shareholder record date; reason for amendment: schedule change; before amendment: June 19, 2026; after amendment: August 14, 2026 Item: 10. Merger schedule - period for receiving notices of objection to the merger; before amendment: start August 17, 2026, end September 17, 2026; after amendment: start September 17, 2026, end October 16, 2026 Item: 10. Merger schedule - expected shareholders' meeting date; before amendment: September 18, 2026; after amendment: October 19, 2026 Item: 10. Merger schedule - appraisal rights exercise period; before amendment: start September 18, 2026, end October 8, 2026; after amendment: start October 19, 2026, end November 9, 2026 Item: 10. Merger schedule - creditor objection period; before amendment: start September 18, 2026, end November 1, 2026; after amendment: start October 19, 2026, end November 30, 2026 Item: 10. Merger schedule - expected trading suspension period; reason for amendment: schedule change; before amendment: start October 29, 2026, end November 23, 2026; after amendment: start November 27, 2026, end December 20, 2026 Item: 10. Merger schedule - merger effective date; before amendment: November 2, 2026; after amendment: December 1, 2026 Item: 10. Merger schedule - closing report meeting date; before amendment: November 2, 2026; after amendment: December 1, 2026 Item: 10. Merger schedule - expected merger registration date; before amendment: November 2, 2026; after amendment: December 1, 2026 Item: 10. Merger schedule - expected listing date of new shares; reason for amendment: content added; before amendment: -; after amendment: December 21, 2026 Item: 13. Matters related to appraisal rights - exercise procedure, method, period and location; reason for amendment: schedule change, with all dates in the procedure updated to match the new shareholder record date and shareholders' meeting date Item: 13. Matters related to appraisal rights - expected payment timing and method; before amendment: Logen Co., Ltd. November 6, 2026, Moda-InnoChips Co., Ltd. October 29, 2026; after amendment: Logen Co., Ltd. December 4, 2026, Moda-InnoChips Co., Ltd. November 27, 2026 Item: 18. Other matters material to investment decisions, item (e); reason for amendment: schedule change; before amendment: the closing report meeting under "10. Merger schedule" will be replaced by a board resolution and public notice procedure under Article 526, Paragraph 3 of the Commercial Act, on November 2, 2026; after amendment: the same, on December 1, 2026

Material Event Report / Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange March 9, 2026 Company name: Moda-InnoChips Co., Ltd. CEO: Jeong Tae-hyeong, Kang Jung-geun Head office address: 42-7 Dongsan-ro 27beon-gil, Danwon-gu, Ansan-si, Gyeonggi (Wonsi-dong) (Phone) 031-8040-0014 (Website) http://www.innochips.co.kr Preparer: (Title) Deputy General Manager (Name) Bae Seung-hyeon (Phone) 031-8040-0014

Merger Decision

1. Method of merger: Logen Co., Ltd. will absorb-merge Moda-InnoChips Co., Ltd. - Surviving company: Logen Co., Ltd. - Merged (dissolving) company: Moda-InnoChips Co., Ltd. - Merger type: not applicable 2. Purpose of merger: To improve management efficiency and strengthen business competitiveness through the absorption merger, by cutting unnecessary costs and efficiently managing human and physical resources 3. Material effects and impact of the merger 1. Effects and impact on the company's management: the merging company, Logen Co., Ltd., is an affiliate of Daemyung Chemical Co., Ltd., and the merged company, Moda-InnoChips Co., Ltd., is also an affiliate of Daemyung Chemical Co., Ltd. As of the filing date of this material event report, the largest shareholder of the merging company, Logen Co., Ltd., is Daemyung Chemical Co., Ltd., holding 48.78%, and the largest shareholder of the dissolving company, Moda-InnoChips Co., Ltd., is also Daemyung Chemical Co., Ltd., holding 75.25%. Upon completion of this merger, the merging company, Logen Co., Ltd., will continue to exist as the surviving company, and its largest shareholder will remain Daemyung Chemical Co., Ltd. without change. Accordingly, no significant change in the control of the largest shareholder and related parties is expected. After the merger, the dissolving company, Moda-InnoChips Co., Ltd., will be dissolved. 2. Effects and impact on the company's finances and operations: through the merger, increased efficiency in the use of human and physical resources is expected to increase management efficiency and strengthen operational competitiveness. In addition, by establishing an integrated strategy to maximize synergy effects, the merger is expected to have a positive impact on the company's finances and operations. 4. Merger ratio: Logen Co., Ltd. (common shares) : Moda-InnoChips Co., Ltd. (common shares) = 1 : 0.9755740. The reference share price for the merger ratio was calculated as the arithmetic mean of the average closing prices for the most recent month, the most recent week, and the most recent day, using the day before the board resolution date as the reference date. - In the case of a merger involving the dissolution of a special-purpose acquisition company: the multiple of the closing price on the special-purpose acquisition company's last trading day to the reference price on the listing day of the merger's new shares - not applicable 5. Basis for calculating the merger ratio: since both parties to this merger, Moda-InnoChips Co., Ltd. and Logen Co., Ltd., are companies listed on the KOSDAQ market, the merger ratio was calculated using the reference share price for common shares as the merger value pursuant to Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act; the relevant basis is as follows. (a) Merger value of Logen Co., Ltd.'s registered common shares: the reference market price for the common shares of Logen Co., Ltd., a KOSDAQ-listed company, was calculated, pursuant to Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, as the arithmetic mean of the volume-weighted average closing price for the most recent month, the volume-weighted average closing price for the most recent week, and the most recent day's closing price, using as the reference date the day before the earlier of the board resolution date for the merger (March 9, 2026) and the date the merger agreement was executed (March 9, 2026), i.e. March 6, 2026. No premium or discount was applied to the arithmetic average price when calculating the merger value. - Most recent one-month volume-weighted average closing price (February 9, 2026 to March 6, 2026): KRW 2,216 - Most recent one-week volume-weighted average closing price (March 3, 2026 to March 6, 2026): KRW 1,949 - Most recent day's closing price (March 6, 2026): KRW 1,977 - Logen Co., Ltd. merger value: KRW 2,047 (b) Merger value of Moda-InnoChips Co., Ltd.'s registered common shares: the reference market price for the common shares of Moda-InnoChips Co., Ltd., a KOSDAQ-listed company, was calculated, pursuant to Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, as the arithmetic mean of the volume-weighted average closing price for the most recent month, the volume-weighted average closing price for the most recent week, and the most recent day's closing price, using as the reference date the day before the earlier of the board resolution date for the merger (March 9, 2026) and the date the merger agreement was executed (March 9, 2026), i.e. March 6, 2026. No premium or discount was applied to the arithmetic average price when calculating the merger value. - Most recent one-month volume-weighted average closing price (February 9, 2026 to March 6, 2026): KRW 2,057 - Most recent one-week volume-weighted average closing price (March 3, 2026 to March 6, 2026): KRW 1,908 - Most recent day's closing price (March 6, 2026): KRW 2,025 - Moda-InnoChips Co., Ltd. merger value: KRW 1,997 Accordingly, the merger ratio was determined to be 1 : 0.9755740 (Logen Co., Ltd. : Moda-InnoChips Co., Ltd.). - Corporate value: surviving company -; dissolving company - 6. Matters related to the external valuation: whether an external valuation was conducted: Not applicable - Basis and reason: this merger calculated the merger ratio using the reference share price for common shares as the merger value, pursuant to Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 1, Item 1 of its Enforcement Decree; accordingly, no external valuation institution's opinion was obtained. Name of the external valuation institution -; external valuation period -; external valuation opinion - 7. Type and number of new shares to be issued in the merger: common shares 76,394,770; class shares - 8. Merger counterparty: company name Logen Co., Ltd.; main business electronics and distribution business; relationship to the company: affiliate; financial information for the most recent fiscal year (KRW): total assets 905,291,771,922; paid-in capital 30,360,232,000; total liabilities 547,823,375,343; revenue 808,627,030,102; total equity 357,468,396,579; net income 18,428,368,635; whether externally audited: institution name Donghyun Accounting Corporation; audit opinion unqualified; in the case of a merger involving the dissolution of a special-purpose acquisition company: representative -; date of establishment -; head office address -; expected securities registration statement filing date - 9. Newly established merger company: company name -; financial information at establishment (KRW): total assets -; total liabilities -; total equity -; paid-in capital -; revenue of the newly established business segment for the most recent fiscal year, as currently constituted (KRW) -; main business -; whether an application for re-listing will be made: not applicable 10. Merger schedule: merger agreement date March 9, 2026; shareholder record date August 14, 2026; shareholder register closure period: start -; end -; period for receiving notices of objection to the merger: start September 17, 2026; end October 16, 2026; expected shareholders' meeting date October 19, 2026; appraisal rights exercise period: start October 19, 2026; end November 9, 2026; old share-certificate submission period: start -; end -; expected trading suspension period: start November 27, 2026; end December 20, 2026; creditor objection period: start October 19, 2026; end November 30, 2026; merger effective date December 1, 2026; closing report meeting date December 1, 2026; expected merger registration date December 1, 2026; expected date of delivery of new share certificates -; expected listing date of new shares December 21, 2026 11. Whether this constitutes a backdoor listing: No 12. Whether the other company meets the backdoor-listing requirements: Not applicable 13. Matters related to appraisal rights Exercise requirements: pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the shareholder register of a merging party company as of the shareholder record date, who notifies the company in writing of its objection to the board resolution on the merger before the shareholders' meeting resolution date, may, within 20 days from the date of that resolution, request in writing, stating the type and number of shares, that the company purchase the shares it owns, and a shareholder may also request the purchase of only part of the shares it owns. Provided that, pursuant to Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, appraisal rights are granted only to a shareholder who can prove it acquired the shares before the merging party companies' board resolution on this merger was publicly disclosed, or who can prove that, by the business day following the day the board resolution was publicly disclosed, (i) it had entered into a sale and purchase agreement for the relevant shares, (ii) it had terminated a loan-for-consumption agreement for the relevant shares, or (iii) a legal act concerning the acquisition of the relevant shares had occurred, and who continuously holds the shares until the date it exercises its appraisal rights; shares sold and reacquired during that period lose their appraisal rights, and appraisal rights, once exercised, cannot be cancelled. In addition, a shareholder who gave prior written notice of objection to the board resolution on the merger may not exercise appraisal rights if it votes in favor of the merger at the shareholders' meeting. Since the merging party companies are all listed companies, pursuant to Article 165-5, Paragraph 2 of the Financial Investment Services and Capital Markets Act, the companies must purchase the relevant shares within one month from the date the appraisal-rights exercise period ends. Expected purchase price: 2,005 Exercise procedure, method, period and location: (a) Method of expressing objection: pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the merging party companies' shareholder register as of the shareholder record date (August 14, 2026) (granted appraisal rights, per Article 165-5 of the Financial Investment Services and Capital Markets Act, only if it can prove it acquired the shares before the board resolution disclosure date for this merger (March 9, 2026), or can prove that, by the business day following the disclosure of the board resolution (March 10, 2026), (i) it had entered into a sale and purchase agreement for the relevant shares, (ii) it had terminated a loan-for-consumption agreement for the relevant shares, or (iii) a legal act concerning the acquisition of the relevant shares had occurred, and continuously holds the shares until it exercises appraisal rights) must notify the company in writing of its objection to the board resolution on the merger before the shareholders' meeting. However, a beneficial shareholder who has deposited its share certificates with a securities company (financial investment business) must notify that securities company. The notice of objection must be given by 3 business days before the shareholders' meeting (October 14, 2026). The securities company must collect the beneficial shareholders' notices of objection and report them to the depository institution, the Korea Securities Depository, by 2 business days before the shareholders' meeting date (October 15, 2026). The Korea Securities Depository must, on behalf of the beneficial shareholders, notify the company of their objection by 1 business day before the shareholders' meeting date (October 16, 2026). (b) Method of requesting purchase: pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder who objects to the board resolution on the merger and has notified the company in writing of its objection before the shareholders' meeting may, within 20 days of the resolution date of that meeting, request the company in writing, stating the type and number of shares, to purchase part or all of the shares it owns. Provided that a beneficial shareholder who has deposited its share certificates with a securities company (financial investment business) may request the company to purchase its shares by completing an appraisal-rights exercise request form for the number of shares held in deposit with that securities company and submitting it to that securities company. A beneficial shareholder who requests the relevant securities company to purchase its shares by 2 business days before the end date of the appraisal-rights exercise period (November 5, 2026) will have that request filed on its behalf by the depository institution, the Korea Securities Depository. Once appraisal rights have been exercised, the request cannot be cancelled or withdrawn without the company's consent. (c) Place of receipt: (1) Logen Co., Ltd. (the merging company) - registered shareholders (existing shareholders of record): 37 Baekja 3-gil, Yongji-myeon, Gimje-si, Jeollabuk State - beneficial shareholders (existing beneficial shareholders): the relevant securities company; (2) Moda-InnoChips Co., Ltd. (the merged company) - registered shareholders (existing shareholders of record): 42-7 Dongsan-ro 27beon-gil, Danwon-gu, Ansan-si, Gyeonggi - beneficial shareholders (existing beneficial shareholders): the relevant securities company (d) Request period: - period for receiving notices of objection to the merger: September 17, 2026 to October 16, 2026 - expected shareholders' meeting date: October 19, 2026 - appraisal rights exercise period: October 19, 2026 to November 9, 2026 Expected payment timing and method: (a) Method of payment of the share purchase price: for registered shareholders (existing "shareholders of record"), payment will be transferred to the bank account designated by the shareholder. For beneficial shareholders (existing "beneficial shareholders") who have deposited share certificates with a securities company, payment will be transferred to that shareholder's own account at the relevant securities company. (b) Expected timing of payment of the share purchase price: the expected payment dates for the share purchase price arising from the exercise of appraisal rights are as follows. - Logen Co., Ltd.: December 4, 2026 - Moda-InnoChips Co., Ltd.: November 27, 2026. The above expected payment timing may change due to circumstances of the merging party companies. Matters related to restrictions on appraisal rights: pursuant to Article 522-3 of the Commercial Act, a shareholder who objects to the board resolution on the merger and has notified the company in writing of its objection before the shareholders' meeting may request, in writing stating the type and number of shares, that the relevant company purchase the shares it owns, within 20 days from the date of the shareholders' meeting resolution. Provided that appraisal rights are lost for shares sold and reacquired within that period, and appraisal rights, once exercised, cannot be cancelled. In addition, a shareholder who gave prior written notice of objection to the board resolution on the merger may not exercise appraisal rights if it votes in favor of the merger at the shareholders' meeting. Effect on the agreement: after the merging party companies' shareholders' meetings approve this merger, if the aggregate of the share purchase prices for shares for which appraisal rights are exercised against each merging party company exceeds KRW 10,000,000,000 as of the expiration of the appraisal-rights exercise period, the merging party companies may, through a board resolution, decide whether to proceed with this merger. 14. Board resolution date (decision date): - - Attendance of independent (outside) directors*: present 1, absent - - Attendance of auditor (audit committee member who is not an independent (outside) director*): present 15. Whether a put option or similar contract has been entered into: No - contract details: - 16. Whether a securities registration statement must be filed: Yes - If exempted from filing, the reason: - * "Independent director" applies to listed companies and "outside director" to unlisted companies 17. Future plans for corporate restructuring: no specific matters have been determined regarding corporate restructuring currently being pursued or planned after completion of the merger; if specific matters are resolved in the future, they will be disclosed in accordance with the relevant disclosure regulations. 18. Other matters material to investment decisions (a) Pursuant to Article 522 and Article 434 of the Commercial Act, the shareholders' meeting resolution approving the merger is a special resolution matter. Accordingly, the merger may fail to proceed if the extraordinary shareholders' meeting called to approve this merger does not obtain the approval of at least two-thirds of the voting rights of the shareholders present and at least one-third of the total shares issued. (b) Other than the cash paid in lieu of fractional shares arising from the allotment of new shares, no cash consideration will be paid to the shareholders of the companies participating in this merger. (c) The financial information for the most recent fiscal year of Logen Co., Ltd., the "8. Merger counterparty" above, is based on its consolidated financial statements as of the end of 2024. (d) The above "10." matters and schedule may change through consultation with or approval by relevant institutions, or through consultation between the contracting parties. Items left blank will be disclosed by amendment once the relevant schedule is finalized. (e) The closing report meeting under the above "10. Merger schedule" will be replaced by a board resolution and public notice procedure, pursuant to Article 526, Paragraph 3 of the Commercial Act, on December 1, 2026. (f) Logen Co., Ltd. is required to file a prior business combination report for this merger pursuant to Article 11 of the Monopoly Regulation and Fair Trade Act and Article 18 of its Enforcement Decree. Accordingly, the merger process cannot be completed until the Fair Trade Commission accepts (approves) the business combination report. This merger, being a merger between affiliated companies, qualifies as a business combination subject to simplified review under the business combination review standards. (g) Under applicable law, if the shareholders' meeting fails to approve the merger, appraisal rights will also be extinguished, and the merger agreement will not take effect. (h) A shareholder who has requested appraisal rights cannot cancel that request after the end date of the appraisal-rights exercise period. (i) The termination conditions of the agreement set out in this merger agreement are as follows. Article 13 (Conditions Precedent): the obligation of the merging party companies to carry out this merger pursuant to this agreement is subject to the satisfaction of each of the following conditions precedent. However, each merging party company may, in writing, waive or excuse part or all of the conditions precedent set out in each of the following items. 1) This agreement and this merger shall have been duly approved by the board of directors and/or shareholders' meeting of each of the merging party companies 2) The representations and warranties provided by the counterparty merging party company shall be true and accurate in all material respects as of the date of execution of this agreement and as of the merger effective date 3) The counterparty merging party company shall have performed and complied, in all material respects, with its covenants and obligations under this agreement 4) There shall be no law prohibiting or restricting this merger, and no court injunction, decision, judgment or other governmental prohibition order or decision prohibiting or restricting this merger 5) No material adverse change shall have been found or occurred in the property, operating results, business condition or prospects of either merging party company between the date of execution of this agreement and the merger effective date 6) The necessary governmental approvals for this merger shall have been completed 7) The aggregate amount of the share purchase price (meaning the amount calculated pursuant to the proviso of Article 165-5, Paragraph 3 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 3 of its Enforcement Decree) that the surviving company and the dissolving company must pay to shareholders of either the surviving company or the dissolving company who exercise appraisal rights in opposition to this merger shall not exceed a total of KRW 10,000,000,000 Article 14 (Amendment and Termination of the Agreement): (1) This agreement may be terminated before the merger effective date upon the occurrence of any of the following: 1. Where the merging party companies agree in writing to terminate this agreement; 2. Where it is determined that a condition precedent under Article 13 of this agreement cannot be satisfied, by the merging party company not responsible for the failure to satisfy that condition precedent; 3. Where one merging party company breaches this agreement and that breach is incurable, or is not cured or remedied within 10 days of receiving a request to perform or cure from the counterparty merging party company, by the counterparty merging party company. (2) Notwithstanding termination of this agreement, provisions intended by their nature to survive (including Articles 14 through 19 of this agreement) shall remain effective. Article 15 (Partial Invalidity): if any provision of this agreement is held invalid or unenforceable, that provision shall be ineffective to the extent of such invalidity or unenforceability and shall be deemed not incorporated into this agreement; however, the remaining provisions of this agreement shall not thereby become invalid. (j) Provided that, in this merger, no merger new shares will be allotted in respect of the treasury shares that Logen Co., Ltd. will come to hold as a result of the exercise of appraisal rights by shareholders of Moda-InnoChips Co., Ltd.; accordingly, the above expected number of merger new shares to be issued may change at the time the merger is finally completed. For further details, please refer to the securities registration statement of Logen Co., Ltd. to be filed in the future.

Filed2026-07-30, [Amended] Material event report (merger)
SourceDART rcept 20260730000170 → open original filing

Versions of this filing

  1. 2026-03-09Original
  2. 2026-03-10Amendment 1
  3. 2026-03-19Amendment 2
  4. 2026-03-23Amendment 3
  5. 2026-03-27Amendment 4
  6. 2026-04-08Amendment 5
  7. 2026-05-11Amendment 6
  8. 2026-06-04Amendment 7
  9. 2026-07-30Amendment 8 (this page)
  10. 2026-09-14Amendment 9

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 2026-07-30 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).