What happened
Material Event Report (Decision to Acquire Shares and Equity Securities of Another Company) 6.1 Graphy Co., Ltd. Material Event Report / Matters Subject to Exchange Reporting Obligations To the Financial Services Commission / Korea Exchange August 10, 2026
Company name: Graphy Co., Ltd. Representative director: Shim Woon-seop Head office address: 6th floor, Ace Gasan Pohyu, 225 Gasan Digital 1-ro, Geumcheon-gu, Seoul (Phone) 031-864-3056 (Website) https://itgraphy.com Preparer: (Title) Director (Name) Seo Chang-baek (Phone) 02-864-3056
Decision to Acquire Shares and Equity Securities of Another Company
1. Issuing company Company name: Ray Co., Ltd. Nationality: Republic of Korea Representative: Lee Sang-cheol Capital (KRW): 7,820,010,500 Relationship with the company: - Total shares issued (shares): 15,640,021 Main business: Development and sale of dental medical equipment and software Whether new shares were acquired via third-party allotment within the past 6 months: No
2. Details of acquisition Number of shares acquired (shares): 4,087,749 Acquisition amount (KRW) (A): 49,151,093,976 Total assets (KRW) (B): 39,696,157,690 Ratio to total assets (%) (A/B): 123.82 Equity capital (KRW) (C): 21,051,694,632 Ratio to equity capital (%) (A/C): 233.48
3. Shares owned and ownership ratio after acquisition Shares owned (shares): 4,087,749 Ownership ratio (%): 26.14
4. Purpose of acquisition Business diversification and creation of business synergy through securing management control
5. Expected acquisition date 2026.09.16
6. Counterparty Company name: Ray Holdings Co., Ltd. and 1 other Capital (KRW): 50,000,000 Main business: Subsidiary control and management (holding company) Head office address: Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do Relationship with the company: -
7. Payment of transaction price (1) Payment method: Cash payment (2) Expected payment dates and amounts (1) Down payment - Amount: KRW 2,100,000,000 - Payment date: 2026.08.10 (2) 1st balance payment - Amount: KRW 26,775,888,504 - Payment date: 2026.09.15 (3) 2nd balance payment - Amount: KRW 20,275,205,472 - Payment date: 2026.09.16 - Paid to the seller's account after the 2026.09.15 escrow deposit and completion of closing conditions and obligations (3) Method of financing: Issuance of convertible preferred shares and convertible bonds
8. External valuation Whether an external valuation was obtained: Yes - Basis and reason: 1) Basis: Adequacy assessment under Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree 2) Reason: To be used as reference material for determining the adequacy of the acquisition price when acquiring equity securities (shares), and as an attachment to this material event report Name of external appraiser: Dowon Accounting Corporation External valuation period: 2026.04.30 ~ 2026.08.07 External valuation opinion: Appropriate (for details, please refer to the attached "Opinion of External Appraiser")
9. Date of board resolution (decision date): 2026.08.10 - Attendance of independent (outside) directors*: Attended (persons) 6; Not attended (persons) 1 - Attendance of the auditor (audit committee member who is not an independent (outside) director*): Not attended
10. Whether this constitutes a backdoor listing: No - Whether there are plans for third-party allotment capital increases, etc. within the next 6 months: No
11. Whether the issuing company (the other company) meets the backdoor-listing requirements: No
12. Whether subject to Fair Trade Commission reporting: Not applicable
13. Whether a put option or similar contract was concluded: No - Contract details: -
14. Future plans for corporate restructuring As of the date of this report, the Company has no plans for mergers or other corporate restructuring.
15. Other matters material to investment decisions 1) The capital and total shares issued of the "1. Issuing company" above are as of the date of this report. 2) The "total assets" and "equity capital" in "2. Details of acquisition" above are based on the consolidated financial statements as of the end of the most recent fiscal year (2025). "Equity capital" does not reflect changes in equity resulting from the issuance of convertible preferred shares, convertible bonds, etc. after the fiscal year-end. 3) The "5. Expected acquisition date" above is based on the expected date of final completion of the acquisition. 4) Details of "6. Counterparty" above are as follows: (Unit: KRW, shares) Counterparty: Shares transferred; Price per share; Transfer price (KRW); Payment date Ray Holdings Co., Ltd.: 2,895,937; 12,024; 34,820,746,488; 1st balance: 2026.09.15, 2nd balance: 2026.09.16 Lee Sang-cheol: 1,191,812; 12,024; 14,330,347,488; Down payment: 2026.08.10, 2nd balance: 2026.09.16 Total: 4,087,749; 12,024; 49,151,093,976; Down payment: 2026.08.10, 1st balance: 2026.09.15, 2nd balance: 2026.09.16 Note) The transaction price is paid in a down payment, 1st balance, and 2nd balance. The 1st balance is due September 15, 2026, and the 2nd balance is due September 16, 2026; the 2nd balance will be deposited into an escrow account on September 15, 2026, and paid to the seller's account once the closing conditions and obligations of the buyer and seller are completed. 5) For details of "8. External valuation" above, please refer to the attached "Opinion of External Appraiser." ※ Related disclosures: This material event report (decision to acquire shares and equity securities of another company) supersedes the response to the inquiry disclosure request (2026.05.07). 2026.05.07 Inquiry disclosure request (rumor or report) (rumor of acquisition of another company); 2026.05.08 Response to inquiry disclosure request (rumor or report) (undetermined) (response to inquiry regarding rumor of acquisition of another company); 2026.06.04 Response to inquiry disclosure request (rumor or report) (undetermined); 2026.07.03 Response to inquiry disclosure request (rumor or report) (undetermined); 2026.07.13 Material event report (decision on rights offering); 2026.07.13 Material event report (decision to issue convertible bonds); 2026.07.21 Results of securities issuance (voluntary disclosure) (third-party allotment rights offering - convertible preferred shares); 2026.07.21 Results of securities issuance (voluntary disclosure) (6th issue CB); 2026.07.31 Response to inquiry disclosure request (rumor or report) (undetermined)
[Summary Financial Status of the Issuing Company] (Unit: KRW million) Category: Total assets; Total liabilities; Total equity; Capital; Revenue; Net income; Audit opinion; External auditor Current year: Total assets 176,305; Total liabilities 97,836; Total equity 78,469; Capital 7,812; Revenue 25,671; Net income 2,975; Audit opinion -; External auditor - Prior year: Total assets 192,240; Total liabilities 117,444; Total equity 74,795; Capital 7,812; Revenue 111,322; Net income 467; Audit opinion Appropriate; External auditor Hanul Accounting Corporation Two years prior: Total assets 204,215; Total liabilities 129,796; Total equity 74,418; Capital 7,794; Revenue 79,842; Net income -63,327; Audit opinion Appropriate; External auditor Hanul Accounting Corporation Note) The current year figures are based on the Q1 quarterly report.
[Matters Concerning the Counterparty] 1. Personal/corporate information - Basic information Name (company): Ray Holdings Co., Ltd. Nationality: Republic of Korea Address (head office) [up to township/town/district level]: Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do Occupation (business description): Subsidiary control and management (holding company) - Status of largest shareholder, CEO, representative executive officer and financial status (where the counterparty is a corporation) Category: Name; Number of shares; Ownership ratio (%) Largest shareholder: Lee Sang-cheol; 100,000; 100
(Unit: KRW million) Most recent fiscal year: FY2025, fiscal year-end December Total assets: 36,292 Capital: 50 Total liabilities: 49,410 Revenue: 21 Total equity: -13,118 Net income (loss): -6,696 External auditor: Hanul Accounting Corporation Business suspended: No Audit opinion: Appropriate Business closed: No
2. Relationship with the Company or its largest shareholder/executives - Relationship between the Company and the counterparty: Major shareholder and affiliated company - Relationship between the Company's largest shareholder/executives and the counterparty Name: Relationship with counterparty CEO Lee Sang-cheol: Company 100%-owned by Lee Sang-cheol
3. Transactions over the past 3 years (excluding routine transactions) Category: Transaction details Current year: - Prior year: - Two years prior: -
[Matters Concerning the Counterparty] 1. Personal/corporate information - Basic information Name: Lee Sang-cheol Nationality: Republic of Korea Address (head office) [up to township/town/district level]: Jeongja-dong, Bundang-gu, Seongnam-si, Gyeonggi-do Occupation (business description): CEO of the issuing company, CEO of Ray Holdings Co., Ltd. - Status of largest shareholder, CEO, representative executive officer and financial status (where the counterparty is a corporation) Category: Name; Number of shares; Ownership ratio (%) -: -; -; -
(Unit: KRW million) Most recent fiscal year: - Fiscal year-end: - Total assets: - Capital: - Total liabilities: - Revenue: - Total equity: - Net income (loss): - External auditor: - Business suspended: - Audit opinion: - Business closed: -
2. Relationship with the Company or its largest shareholder/executives - Relationship between the Company and the counterparty: CEO - Relationship between the Company's largest shareholder/executives and the counterparty Name: Relationship with counterparty CEO Lee Sang-cheol: Self
3. Transactions over the past 3 years (excluding routine transactions) Category: Transaction details Current year: - Prior year: - Two years prior: -
| Filed | 2026-08-10, Material event report (equity acquisition) |
|---|---|
| Source | DART rcept 20260810000702 → open original filing |
Source: DART. Information only, not investment advice.

