KX

122450 · KOSDAQ · Communication Services · SMALL CAP

[Amended] Material event report (merger)

KX Innovation amends its June 17, 2026 report on the small-scale merger absorbing its wholly owned subsidiary M&C Net Media, pushing the merger date from August 21 to September 21, 2026 and the registration date to September 22, 2026, due to a delay in the Broadcasting, Media and Communications Commission's acceptance of the related filing; the merger ratio remains 1.0000000:0.0000000 with no new shares issued.

M&A([Amended] Material event report (merger))· FILED 2026-08-21· RCEPT 20260821000580

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-09-22) →

What happened

Material Event Report (Merger Decision) 6.2 KX Innovation Co., Ltd.

Amendment Report (Disclosure) August 21, 2026

1. Disclosure document subject to amendment: Material event report (merger decision) 2. Initial filing date of the disclosure document subject to amendment: 2026.06.17

3. Amended items - Item 10 (Merger schedule), Reason: Delay in the administrative schedule for the Broadcasting, Media and Communications Commission's acceptance of the merger change report. Before: Merger agreement date 2026-06-17; Record date for determining shareholders 2026-07-02; Period for receipt of notices of dissent to the merger 2026-07-03 to 2026-07-17; Creditor objection period 2026-07-20 to 2026-08-20; Merger date 2026-08-21; Completion-report general meeting date 2026-08-21; Scheduled merger registration date 2026-08-24. After: Merger agreement date 2026-06-17; Record date for determining shareholders 2026-07-02; Period for receipt of notices of dissent to the merger 2026-07-03 to 2026-07-17; Creditor objection period 2026-07-20 to 2026-08-20; Merger date 2026-09-21; Completion-report general meeting date 2026-09-21; Scheduled merger registration date 2026-09-22. - Item 18, 5) (Other matters material to investment decisions), Reason: same as above. Before: Regarding the completion-report general meeting under "10. Merger schedule," pursuant to Article 526, Paragraph 3 of the Commercial Act, this is replaced by a board resolution and public notice on August 21, 2026. After: Regarding the completion-report general meeting under "10. Merger schedule," pursuant to Article 526, Paragraph 3 of the Commercial Act, this is replaced by a board resolution and public notice on September 21, 2026. - [Detailed Statement of Material Merger Matters], 1. Overview of the merger, 8) Merger schedule: Reason same as above, see Note 1 and Note 2 below.

Note 1, [Detailed Statement of Material Merger Matters] 1. Overview of the merger, 8) Merger schedule (before amendment): Board resolution to decide on the merger: 2026.6.17; Filing of material event report: 2026.6.17; Public notice setting the record date for determining shareholders: 2026.6.17 (on the electronic disclosure system and Company website); Merger agreement date: 2026.6.17; Record date for determining shareholders: 2026.7.2; Small-scale merger notice: 2026.7.2 (Company website); Period for receipt of notices of dissent to the merger: 2026.7.3 to 2026.7.17; Board resolution approving the merger: 2026.7.20 (in lieu of a shareholders' meeting); Creditor objection notice: 2026.7.20 (Company website); Creditor objection period: 2026.7.20 to 2026.8.20; Merger date: 2026.8.21; Merger completion-report board date: 2026.8.21 (in lieu of a reporting general meeting); Merger completion-report notice date: 2026.8.21 (Company website); Scheduled merger registration date: 2026.8.24. Note: The above schedule is as expected as of the filing date and may change depending on consultation and approval with relevant authorities.

Note 2, [Detailed Statement of Material Merger Matters] 1. Overview of the merger, 8) Merger schedule (after amendment): Board resolution to decide on the merger: 2026.6.17; Filing of material event report: 2026.6.17; Public notice setting the record date for determining shareholders: 2026.6.17 (on the electronic disclosure system and Company website); Merger agreement date: 2026.6.17; Record date for determining shareholders: 2026.7.2; Small-scale merger notice: 2026.7.2 (Company website); Period for receipt of notices of dissent to the merger: 2026.7.3 to 2026.7.17; Board resolution approving the merger: 2026.7.20 (in lieu of a shareholders' meeting); Creditor objection notice: 2026.7.20 (Company website); Creditor objection period: 2026.7.20 to 2026.8.20; Merger date: 2026.9.21; Merger completion-report board date: 2026.9.21 (in lieu of a reporting general meeting); Merger completion-report notice date: 2026.9.21 (Company website); Scheduled merger registration date: 2026.9.22. Note: The above schedule is as expected as of the filing date and may change depending on consultation and approval with relevant authorities.

Material Event Report / Matters Subject to KRX Reporting Obligation To the Financial Services Commission / Korea Exchange June 17, 2026

Company name: KX Innovation Co., Ltd. Representative Director: Lee Kang-bong Head office address: 9F, 90 Godeok Biz Valley-ro 6-gil, Gangdong-gu, Seoul (Godeok-dong) (Phone) 02-2647-1255 (Website) http://www.kxgroup.co.kr Preparer: (Title) Head of Business Strategy Dept. (Name) Ha Seung-jin (Phone) 02-2647-1255

Merger Decision

1. Merger method: KX Innovation Co., Ltd. absorbs its subsidiary M&C Net Media Co., Ltd., Merger type: Small-scale merger

2. Purpose of merger: Improving broadcasting-business management efficiency and governance

3. Material effects of the merger 1) Effect on the Company's management: As of the filing date, the Company owns 100% of the merged entity M&C Net Media. The Company absorbs the merged entity at a merger ratio of 1:0, and no new shares will be issued as a result of this merger. There is no change in the Company's largest shareholder, and the surviving entity KX Innovation will remain as the surviving company. 2) Effect on the Company's finances/operations: The Company and the merged entity are both broadcast channel service providers; through this merger, the Company intends to consolidate human and physical resources to reduce administrative and operating costs and streamline management for greater efficiency. The Company expects the merger to simplify its governance structure and have a positive effect on its finances and business.

4. Merger ratio: KX Innovation Co., Ltd. : M&C Net Media Co., Ltd. = 1.0000000 : 0.0000000

5. Basis for calculating the merger ratio: KX Innovation, the surviving entity, owns 100% of the shares of M&C Net Media, the merged entity, and will not issue new shares in the merger; the merger ratio was therefore calculated as 1:0.

6. External valuation Whether obtained: Not applicable Basis and reason: Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, no external valuation is required where a company owning the entire issued shares of another company merges with that company without issuing new shares; accordingly, no external valuation was obtained.

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

8. Counterparty to the merger Company name: M&C Net Media Co., Ltd. Main business: Broadcast channel business, etc. Relationship with the Company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 257,089,110,311; Capital 1,168,481,500; Total liabilities 22,991,227,153; Sales 3,963,534,505; Total equity 234,097,883,158; Net income 3,373,384,912 External audit: Shinwoo Accounting Corporation; Audit opinion: Unqualified

9. Newly established merged company: Not applicable (all fields)

10. Merger schedule: Merger agreement date 2026.06.17; Record date for determining shareholders 2026.07.02; Period for receipt of notices of dissent to the merger: start 2026.07.03, end 2026.07.17; Creditor objection period: start 2026.07.20, end 2026.08.20; Merger date 2026.09.21; Completion-report general meeting date 2026.09.21; Scheduled merger registration date 2026.09.22.

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether the other company meets backdoor listing requirements: Not applicable

13. Matters concerning appraisal rights Exercise requirements: Because this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, no appraisal (share purchase request) right is granted to KX Innovation's shareholders. Expected purchase price / exercise procedure, method, period, place / expected payment timing and method / restrictions on appraisal rights / effect on the contract: Not applicable

14. Board resolution date (decision date): June 17, 2026 Independent (outside) director* attendance: Present 2, Absent 0 Auditor attendance: Present

15. Whether a put option or other contract has been concluded: No 16. Whether subject to securities registration statement filing: No Reason exempted: This merger proceeds without issuing merger shares (a no-new-shares merger), so no offering or sale of securities requiring a securities registration statement occurs in connection with the merger. * Applies to independent directors for listed companies, and outside directors for unlisted companies.

17. Future plans for corporate restructuring: As of the filing date, the Company has no determined plans for corporate restructuring following completion of the merger.

18. Other matters material to investment decisions 1) Because this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and shareholder-meeting approval of the merger is replaced by board approval. 2) Although this merger is planned as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the Company's total issued shares notify the Company in writing of their dissent within two weeks from the public notice of the merger, the merger cannot proceed as a small-scale merger, and the merger procedure and schedule may change accordingly. 3) The financial details of the merger counterparty under "8. Counterparty to the merger" above are based on financial statements as of the end of 2025; the counterparty is an unlisted company that received an external audit for 2025. 4) The "10. Merger schedule" above is the expected schedule as of the filing date and may change due to permits, approvals under relevant laws, and consultation with relevant authorities. 5) Regarding the completion-report general meeting under "10. Merger schedule," pursuant to Article 526, Paragraph 3 of the Commercial Act, this is replaced by a board resolution and public notice on September 21, 2026.

Related disclosures: None

[Detailed Statement of Material Merger Matters]

1. Overview of the merger 1) Counterparty to the merger Surviving company after merger: Name KX Innovation Co., Ltd.; Location 9F, 90 Godeok Biz Valley-ro 6-gil, Gangdong-gu, Seoul; Representative director Lee Kang-bong; Listing status KOSDAQ-listed company Dissolved company after merger: Name M&C Net Media Co., Ltd.; Location 204-205, 305 Osong Saengmyeong 5-ro, Osong-eup, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do; Representative director Ha Seung-jin; Listing status Unlisted company

2) Background of the merger: The purpose of this merger is for KX Innovation, the surviving company, to absorb M&C Net Media, the merged entity, as a small-scale merger, reducing broadcasting-business administrative costs and raising management efficiency through more effective use of resources.

3) Material effects on the Company's management, finances, and operations: As of the filing date, the Company owns 100.0% of M&C Net Media. The merger ratio between the Company and the merged entity is accordingly 1:0, and no new shares will be issued. The Company expects that integrating human and physical resources with the merged entity will support efficient operation of the broadcasting business, improved profitability, and positive effects on the Company's financial position.

4) Whether this constitutes a backdoor listing: Not applicable.

5) Future plans for corporate restructuring, etc.: As of the filing date, the Company has no finalized plans for corporate restructuring following completion of the merger.

6) Overview of the counterparty company: See "2. Matters Concerning the Merger Counterparty Company" below.

7) Form of the merger: KX Innovation, the surviving company, absorbs M&C Net Media, the merged entity; KX Innovation continues to exist and M&C Net Media is dissolved. The merged entity is a 100%-owned subsidiary of the surviving company, so this merger proceeds without issuing merger shares (a no-new-shares merger). As this is a small-scale merger under Article 527-3 of the Commercial Act, the shareholders' meeting for merger approval is replaced by board approval. Because this is a small-scale merger, the Company's shareholders are not granted appraisal rights.

8) Merger schedule: [see Note 2 table above, same dates: board resolution 2026.6.17; filing 2026.6.17; record-date notice 2026.6.17; merger agreement 2026.6.17; record date 2026.7.2; small-scale merger notice 2026.7.2; dissent notice period 2026.7.3~2026.7.17; approval board resolution 2026.7.20; creditor objection notice 2026.7.20; creditor objection period 2026.7.20~2026.8.20; merger date 2026.9.21; completion-report board date 2026.9.21; completion-report notice 2026.9.21; scheduled registration date 2026.9.22]. Note: the above schedule is as expected as of the filing date and may change depending on consultation and approval with relevant authorities.

9) Securities registration statement: Not subject to filing; reason for exemption: no-new-shares merger.

10) Conditions for and investment risk factors of the merger a. Circumstances under which the merger agreement may be amended or terminated: ① If, between the agreement date and the merger date, a material event or change occurs, due to force majeure or other cause, that adversely affects the assets, liabilities, rights, or obligations of either party, or such an event or change is reasonably expected, the party suffering loss may terminate the agreement by written notice to the other party. ② If the merger causes either party to incur a tax burden under tax law that could adversely affect or materially change its financial, business, or management results or outlook (limited to burdens that could not reasonably have been anticipated at the time of the agreement), that party may terminate the agreement by written notice. ③ If either party breaches the agreement, the other party may demand in writing, within a reasonable period, that the breach be cured; if not cured within that period, the non-breaching party may immediately terminate the agreement by written notice. b. Resolution requirements: Because this is a small-scale merger, if the board resolution approving the merger (which replaces the shareholders' meeting) fails to obtain the attendance of a majority of directors and the approval of a majority of those attending, the merger agreement becomes void. c. Shareholders dissenting from the merger: Although planned as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% of the Company's total issued shares notify the Company in writing of dissent within two weeks of the merger's public notice date, the merger cannot proceed as a small-scale merger, and the procedure and schedule may change.

11) Regulations or special provisions under relevant law: This merger must comply with the creditor-protection procedures under Article 527-5 of the Commercial Act and all other merger-related provisions of the Commercial Act and the KOSDAQ market listing regulations. Under Article 11 of the Monopoly Regulation and Fair Trade Act, this merger is a parent-subsidiary merger and is therefore exempt from business combination reporting. As the Company and the merged entity are broadcast channel service providers, under the proviso to Article 15, Paragraph 1, Item 1 of the Broadcasting Act, this merger requires a report to, and approval from, the Broadcasting, Media and Communications Commission.

12) Merger value, basis for calculation, and external valuation: Because the surviving company owns 100% of the merged entity's issued shares, this merger proceeds as a no-new-shares merger, so the merger ratio was set at 1.0000000:0.0000000 and calculation of a merger value was omitted. Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, no external valuation is required where a company owning the entire issued shares of another company merges with it without issuing new shares; accordingly, no external valuation was obtained.

13) Merger procedure: As this is a 100% small-scale absorption merger at a ratio of 1.0000000:0.0000000, no new shares will be allotted and there is no merger consideration in cash. As of the filing date, neither the surviving nor the merged company holds treasury shares. Under the merger agreement, the surviving company guarantees continuity of employment for the merged entity's employees; the merged entity's directors and auditor are scheduled to retire as of the merger completion-report board date.

14) Interests between the parties a. Relationship between the parties (1) Equity relationship: As of the filing date, the Company owns 100% of the merged entity's shares, and the merged entity is the Company's wholly owned subsidiary. (2) Related parties: As the merged entity is a 100% subsidiary of the Company, the Company's related parties and the merged entity's related parties are identical. [Reference: KX/Business Report/2026.03.20] b. Transactions between the parties (1) Equity investment status (unit: shares, KRW million): Investing company KX Innovation Co., Ltd.; Investee M&C Net Media Co., Ltd.; Acquisition date 2010.09.01; Account Investment in subsidiaries; Number of shares 2,006,448; Equity ratio 100.0%; Acquisition cost 124,917 (2) Debt guarantees: None (3) Collateral provided (unit: KRW million): Debtor KX Innovation Co., Ltd.; Creditor M&C Net Media Co., Ltd.; Collateral provider Silla Leisure Co., Ltd. shares issued; Borrowed amount 107,000; Collateral amount set 128,400; Collateral period: until repayment of this debt. Note: this debt, owed to the merged entity as the Company's creditor, will be extinguished upon completion of this merger. (4) Purchases/sales between the parties (unit: KRW million): Counterparty M&C Net Media Co., Ltd.; Sales -; Purchases 4,922. Note: based on the end of the most recent fiscal year. (5) Operating receivables/payables and unpaid amounts: None c. Transactions with the Company's largest shareholder: None

2. Matters Concerning the Merger Counterparty Company 1) Company overview Company name: M&C Net Media Co., Ltd. Representative director: Ha Seung-jin Date of establishment: 2010.09.01 Location: 204-205, 305 Osong Saengmyeong 5-ro, Osong-eup, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do Business registration number: 117-81-73697 Website address: - Contact: 02-2647-1385 Main business: Broadcast channel business and overseas golf course development, etc. SME status: SME Credit rating: Not applicable Listing status: Unlisted

2) Summary financial information for the recent 3 years a. Statement of financial position (unit: KRW million) 2025 / 2024 / 2023 Current assets: 72,806 / 96,771 / 8,207 Non-current assets: 184,283 / 178,621 / 1,351 Total assets: 257,089 / 275,392 / 9,558 Current liabilities: 13,868 / 31,337 / 508 Non-current liabilities: 9,123 / 13,715 / 793 Total liabilities: 22,991 / 45,052 / 1,302 Paid-in capital: 140,673 / 140,673 / 1,034 Retained earnings (deficit): 122,338 / 118,964 / 32,359 Other components of equity: (28,913) / (29,297) / (25,137) Total equity: 234,098 / 230,340 / 8,256

b. Income statement (unit: KRW million) 2025 / 2024 / 2023 Sales: 3,964 / 4,323 / 4,618 Cost of sales: 1,577 / 1,680 / 1,707 SG&A expenses: 1,780 / 1,385 / 1,201 Operating income (loss): 606 / 1,258 / 1,710 Net income (loss): 3,373 / 86,561 / 1,681

c. External auditor's opinion 2025: Shinwoo Accounting Corporation, Unqualified 2024 / 2023: Not applicable (not subject to external audit)

3) Board and corporate bodies: M&C Net Media consists of 4 persons, 1 representative director among 2 in-house directors, 1 other non-executive director, and 1 auditor.

4) Shareholders: KX Innovation Co., Ltd., 2,006,448 shares, 100.0%

5) Executives and employees: Registered executives 4; Unregistered executives 2; Employees 1

6) Affiliates: As the Company and the merger counterparty are in a parent-subsidiary relationship, affiliate information is identical; see the Company's business report. [Reference: KX/Business Report/2026.03.20]

7) Other matters necessary for investor protection a. Material litigation: Filed 2025.01.24; Defendants M&C Net Media Co., Ltd. and 1 other; Plaintiff TGV Leisure Co., Ltd.; Nature of claim: Damages, etc.; Amount in dispute KRW 3,003 million; Status: First instance pending. Note: this suit concerns costs and damages claimed by the buyer-plaintiff relating to real estate previously transferred by the merger counterparty; the merger counterparty, as defendant, has filed a countersuit seeking KRW 1.2 billion. The Company judges that the outcome will not materially affect the financial condition of the Company or the merger counterparty. b. Other contingent liabilities: (1) Guarantees received by the merger counterparty as of the end of the most recent fiscal year (unit: KRW million): Provider Seoul Guarantee Insurance Co., Ltd., guaranteed amount 859, beneficiary Mayor of Cheongju-si, Chungcheongbuk-do; Provider Seoul Guarantee Insurance Co., Ltd., guaranteed amount 14,061, beneficiary Incheon International Airport Corporation; Provider Seoul Guarantee Insurance Co., Ltd., guaranteed amount 3,595, beneficiary Incheon International Airport Corporation. (2) As of the end of the most recent fiscal year, the merger counterparty participated in the Silla Leisure Incheon Branch (Club 72 Golf Course) consortium and recognized a provision of KRW 8,844 million as its best estimate of the expenditure needed to fulfill that obligation. c. Sanctions: None

Filed2026-08-21, [Amended] Material event report (merger)
SourceDART rcept 20260821000580 → open original filing

Versions of this filing

  1. 2026-06-17Original
  2. 2026-08-21Amendment 1 (this page)
  3. 2026-09-22Amendment 2

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 2026-08-21 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).