What happened
Merger Decision (Voluntary Disclosure) (Material Matter of Subsidiary) Report on material management matter of subsidiary Unichem Merger Sub, Inc.
1. Merger method: A reverse triangular merger (tripartite agreement) whereby Unichem merges Loomia Technologies, Inc. through a to-be-established SPC subsidiary, with Unichem paying the merger consideration for the acquisition. - Surviving entity: Loomia Technologies, Inc. - Extinguished entity: Unichem Merger Sub, Inc. (to be established) 2. Merger purpose: Business diversification through the merger of Unichem's subsidiary Unichem Merger Sub, Inc. with US-based Loomia Technologies, Inc. 3. Merger ratio: - 4. Basis for merger ratio calculation: - 5. Type and number of merger new shares: Common shares -; special-class shares - 6. Merger counterparty Company name: Loomia Technologies, Inc. Main business: Tactile sensing solutions, robotics, etc. Relationship with the Company: - Most recent fiscal year financial details (KRW million): Total assets 35; Capital stock 32; Total liabilities 441; Revenue 419; Total equity -406; Net income -510 7. Newly established merger company: Not applicable (all fields "-") 8. Merger schedule Shareholders' meeting date: - Old share certificate submission period: - to - Creditor objection period: - to - Merger date: 2026-10-15 Merger registration date: - New share certificate delivery date: - 9. Appraisal rights: - 10. Board resolution date (decision date): 2026-08-05 - Outside director attendance: Present (persons) 3 / Absent (persons) - - Auditor (audit committee member who is not an outside director) attendance: Present 11. Plans for future corporate restructuring: As of the date of this report, Unichem has no confirmed plans regarding corporate restructuring currently underway or planned after completion of this merger. 12. Other important matters related to investment judgment - The most recent fiscal year financial details (KRW million) of "6. Merger counterparty" are based on Loomia Technologies, Inc.'s separate (unconsolidated) financial statements as of December 2025 year-end, converted using the August 4, 2026 trading base exchange rate (USD 1 = KRW 1,429.00). - Loomia Technologies, Inc. enterprise value: USD 6,300,000 (Maximum Enterprise Value) - Merger consideration: Cash, delivery of treasury shares, and issuance of performance-based convertible bonds (earn-out CBs) - Management-control defense and CB issuance mechanism: Call option grant, voting trust, and lock-up - Retention of key personnel (non-negotiable) - Exclusive negotiation rights and prohibition on negotiating with other companies - The above schedule is subject to change through discussion with and approval by relevant authorities. ※ Related disclosures: - ※ Related disclosure regulation: Financial Investment Services and Capital Markets Act
[Matters concerning subsidiary] Subsidiary name: Unichem Merger Sub, Inc. (English: Unichem Merger Sub, Inc.) Representative: Lee Jong-wan Main business: Merger vehicle related to M&A (to be extinguished) Major subsidiary: Not applicable Total assets of subsidiary (KRW): - Total consolidated assets of parent company (KRW): - Ratio to total consolidated assets of parent company (%): -
| Filed | 2026-08-05, Merger decision (voluntary) (subsidiary) |
|---|---|
| Source | DART rcept 20260805800440 → open original filing |
Source: DART. Information only, not investment advice.

