Huvitz

065510 · KOSDAQ · Health Care · SMALL CAP

Material event report (merger)

Huvitz Co., Ltd. resolved on August 24, 2026 to absorb-merge its wholly owned subsidiary Ossvis Co., Ltd. in a no-new-shares (non-capital-increase) small-scale merger, with a merger ratio of 1.0000000:0.0000000 and no change in Huvitz's largest shareholder, with a merger date of November 30, 2026.

M&A(Material event report (merger))· FILED 2026-08-24· RCEPT 20260824000197

What happened

Material event report filed with the Financial Services Commission and Korea Exchange, dated August 24, 2026. Company name: Huvitz Co., Ltd. Representative director: Kim Hyeon-su Head office address: 38 Burim-ro 170beon-gil, Dongan-gu, Anyang-si, Gyeonggi-do (Gwanyang-dong) Phone: 031-428-9100 Website: http://www.huvitz.com Preparer: Head of Management Support Division Maeng Jun-yeol, Phone: 031-428-9100

Merger decision

1. Merger method: Huvitz Co., Ltd. will absorb-merge Ossvis Co., Ltd. - Surviving company (merging company): Huvitz Co., Ltd. - Dissolving company (merged company): Ossvis Co., Ltd. - Merger type: Small-scale merger

2. Purpose of the merger: To enhance management efficiency and strengthen business competitiveness through the merger.

3. Material effects and impact of the merger 1. Effects on company management: As of the submission date of this material event report, Huvitz Co., Ltd. holds 100% of the equity of Ossvis Co., Ltd. After completion of this merger, the surviving company Huvitz Co., Ltd. will continue to exist, and the merged company Ossvis Co., Ltd. will be dissolved as a result of the merger. As this merger is an absorption of a wholly owned subsidiary, no new shares will be issued in the process, and there will be no change in the largest shareholder of Huvitz Co., Ltd. after the merger is completed. 2. Effects on the Company's finances and operations: Because this merger is an absorption of a wholly owned subsidiary, no significant impact on the Company's financial position or operating results on a consolidated basis is expected. However, the merger is expected to contribute to improved operating and management efficiency and strengthened business competitiveness by efficiently integrating the human and physical resources of the two companies and improving the efficiency of management resource deployment. It is also expected to have a positive medium- to long-term impact on the Company's finances and operations by maximizing synergies through a unified decision-making structure and integrated business strategy.

4. Merger ratio: Huvitz Co., Ltd. : Ossvis Co., Ltd. = 1.0000000 : 0.0000000 - For a dissolution merger involving a special purpose acquisition company, the ratio between the closing price on the last trading day of the special purpose acquisition company and the reference price on the listing date of the merger-issued new shares: -

5. Basis for calculating the merger ratio: Because the merging company Huvitz Co., Ltd. owns 100% of the shares of the merged company Ossvis Co., Ltd., and the merging company will not issue new shares for the merged company's shares in the merger, the merger ratio was calculated as 1.0000000:0.0000000. - Corporate value: Surviving company -, dissolving company -

6. External valuation matters Whether an external valuation was obtained: Not applicable Basis and reason: The proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that, where a company owning the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment of the fairness of the merger value is not required. As this merger falls under that provision, no external valuation procedure was conducted. Name of the external valuation institution: - External valuation period: - External valuation opinion: -

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

8. Merger counterparty Company name: Ossvis Co., Ltd. Main business: Distribution of digital dentistry equipment and development/supply of implant products Relationship with the Company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 8,715,022,124; Capital 2,500,000,000; Total liabilities 10,149,784,716; Revenue 3,514,211,346; Total equity -1,434,762,592; Net income -115,438,803 Whether externally audited: Yes; Institution name: Samil Accounting Corporation; Audit opinion: Unqualified For a dissolution merger involving a special purpose acquisition company: Representative director -; Date of incorporation -; Head office -; Expected securities registration statement filing date -

9. Newly incorporated merger company Company name: - Financial details at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital - Current new business segment's revenue for the most recent fiscal year (KRW): - Main business: - Whether relisting will be applied for: Not applicable

10. Merger schedule Merger agreement date: August 26, 2026 Shareholder record date: September 9, 2026 Shareholder register closure period: start date -; end date - Period for receiving notices of objection to the merger: start date September 9, 2026; end date September 23, 2026 Expected date of general shareholders' meeting: - Appraisal rights exercise period: start date -; end date - Period for submitting old share certificates: start date -; end date - Expected trading suspension period: start date -; end date - Creditor objection period: start date September 28, 2026; end date November 27, 2026 Merger date: November 30, 2026 Date of the meeting to report completion of the merger: November 30, 2026 Expected merger registration date: November 30, 2026 Expected date of delivery of new share certificates: - Expected listing date of new shares: -

11. Whether this constitutes a backdoor listing: Not applicable

12. Whether the other company meets the backdoor-listing requirements: Not applicable

13. Matters concerning appraisal rights Exercise requirements: -; Expected purchase price: -; Exercise procedure, method, period, place: -; Expected payment timing and method: -; Matters concerning restrictions on appraisal rights: -; Effect on the contract: -

14. Board resolution date (decision date): August 24, 2026 Attendance of independent (outside) directors*: present (persons) 2, absent (persons) - 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 subject to securities registration statement filing: No Reason for exemption from filing: As this merger is a no-new-shares merger in which no merger-issued new shares will be issued, no offering or sale of securities requiring a securities registration statement occurs in the merger process, so filing is exempted. * "Independent director" applies to listed companies and "outside director" applies to unlisted companies.

17. Future plans for corporate restructuring: As of the report submission date, there is no confirmed plan for corporate restructuring other than this merger. However, the Company plans to review an integration plan for its overall organization and work systems before and after the merger in order to maximize the effects of this merger and efficiently integrate the management resources and business capabilities of the two companies.

18. Other material matters relevant to investment decisions 1) This merger is a small-scale merger under Article 527-3 of the Commercial Act, so appraisal rights are not recognized, and merger approval is replaced by board approval. 2) Although this merger is being pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify in writing their opposition to the merger within 2 weeks from the date of the merger announcement, this merger cannot proceed as a small-scale merger. 3) "10. Merger schedule" above is the expected schedule as of the report submission date and may change depending on discussions between the parties and schedules with other relevant authorities. Also, among the schedule items, the meeting to report completion of the merger will be replaced by a public announcement pursuant to a board resolution under Article 526, Paragraph 3 of the Commercial Act. 4) The "expected merger registration date" in "10. Merger schedule" above refers to the expected date of filing the merger registration application, not the expected date of completion of the merger registration. 5) Upon completion of this merger, Huvitz Co., Ltd. will remain as the surviving company, no merger consideration will be paid to the shareholders of the dissolving company, and there will be no change in the largest shareholder.

Related disclosures: None.

[Detailed Statement of Material Matters Concerning the Merger] 1. Overview of the merger A. Basic matters concerning the merger 1) Counterparty to the merger Surviving company after the merger: Trade name Huvitz Co., Ltd.; location 38 Burim-ro 170beon-gil, Dongan-gu, Anyang-si, Gyeonggi-do (Gwanyang-dong); representative director Kim Hyeon-su; corporate classification: company listed on the KOSDAQ market Dissolving company after the merger: Trade name Ossvis Co., Ltd.; location 41-13, 5th floor, Burim-ro 170beon-gil, Dongan-gu, Anyang-si, Gyeonggi-do (Gwanyang-dong); representative director Lee Won-jun; corporate classification: unlisted company

2) Background of the merger: To increase management efficiency by integrating management resources such as organizational integration and process standardization, and to enhance business synergy and shareholder value.

3) Whether this constitutes a backdoor listing: Not applicable

4) Major effects and impact on the Company's management, finance and operations: As of the submission date of this material event report, the merging company Huvitz Co., Ltd. owns 100% of the issued shares of the merged company Ossvis Co., Ltd., and because this merger proceeds as a no-new-shares merger in which no merger-issued new shares are issued, there is no impact on matters such as a change of control at Huvitz Co., Ltd. after completion of this merger. - As this merger is a merger with a subsidiary in which the Company holds a 100% interest, it will not have a significant impact on finances or operations from a consolidated perspective, but through this merger, human and physical resources are expected to be efficiently combined, strengthening operating and management efficiency and business competitiveness. In addition, through the establishment and operation of an integrated strategy, synergy effects are expected to be maximized, which is expected to have a positive impact on the Company's finances and operations. - This merger is not expected to have a significant impact on the business activities of the merging company Huvitz Co., Ltd. By integrating and operating management resources through this merger, the stability of existing businesses is expected to be maintained while securing the growth potential of the charger business field, which has significant potential, thereby strengthening business competitiveness.

5) Future plans for corporate restructuring: As of the report submission date, there is no confirmed plan for corporate restructuring other than this merger. However, the Company plans to review an integration plan for its overall organization and work systems before and after the merger in order to maximize the effects of this merger and efficiently integrate the management resources and business capabilities of the two companies.

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

7) Merger form: Huvitz Co., Ltd. owns 100% of the equity of Ossvis Co., Ltd.; upon completion of this merger, Huvitz Co., Ltd. will be the surviving company, and the merged company Ossvis Co., Ltd. will be dissolved after the merger.

8) Whether this is a small-scale or simplified merger, and the basis: The merging company Huvitz Co., Ltd. qualifies as a small-scale merger under Article 527-3 of the Commercial Act, and the merged company Ossvis Co., Ltd. qualifies as a simplified merger.

9) Listing plan of the surviving company: The surviving company Huvitz Co., Ltd. is, as of the report submission date, a company whose shares are listed on the KOSDAQ market, and will maintain that status after the merger.

10) Notable matters regarding the method of the merger: Under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify in writing their opposition to the merger within 2 weeks from the date of notice and announcement to the general shareholders' meeting, the small-scale merger cannot be carried out.

11) Progress and schedule Category | Date | Remarks Board resolution date for the merger | 2026.08.24 | - Material event report filed | 2026.08.24 | - Announcement of shareholder record date | 2026.08.24 | Announced on the Company's website Merger agreement date | 2026.08.26 | - Shareholder record date | 2026.09.09 | - Announcement of small-scale merger | 2026.09.09 | Announced on the Company's website Shareholder register closure period start date | - | - end date | - | - Period for receiving notices of objection to the merger start date | 2026.09.09 | - end date | 2026.09.23 | - Board resolution date approving the merger | 2026.09.28 | Replaces the general shareholders' meeting Announcement of creditor objection period | 2026.09.28 | Announced on the Company's website Creditor objection period start date | 2026.09.28 | - end date | 2026.11.27 | - Merger date | 2026.11.30 | - Board meeting to report completion of the merger | 2026.11.30 | Replaces the general shareholders' meeting Announcement of completion of the merger | 2026.11.30 | Announced on the Company's website Expected merger registration date | 2026.11.30 | - - The above merger schedule is the expected schedule as of the time of this disclosure and may change depending on discussions between the merging parties, permits/approvals under relevant laws, and the process of consultation with relevant authorities.

12) Whether a securities registration statement must be filed: Not applicable Reason for exemption from filing: This merger proceeds as a no-new-shares merger, and no offering or sale of securities requiring a securities registration statement occurs in the merger process.

13) Conditions for the merger to be consummated: This merger is a small-scale merger under Article 527-3, Paragraph 4 of the Commercial Act; if shareholders holding 20% or more of the total issued shares of the merging company Huvitz Co., Ltd. notify the Company in writing of their opposition to the merger within 2 weeks from the date of the small-scale merger announcement, this merger cannot proceed as a small-scale merger.

14) Regulations or special provisions under relevant laws: All regulations necessary for this merger, including the creditor protection procedures under Article 527-5 of the Commercial Act, as well as the Commercial Act and the KOSDAQ Market Listing Regulations, must be complied with.

B. Merger value and basis for its calculation 1) Merger value: As of the submission date of this material event report, Huvitz Co., Ltd. owns 100% of the issued shares of Ossvis Co., Ltd., and because this merger proceeds as a no-new-shares method in which no new shares are issued, the merger ratio was calculated as 1.0000000:0.0000000. 2) External valuation: The proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that, where a company owning the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment of the fairness of the merger value is not required. As this merger falls under that provision, no external valuation procedure was conducted.

C. Investment risk factors 1) Investment risk factors related to the merger etc. (1) Conditions for termination of the merger agreement: [Merger Agreement] Article 10 [Amendment and Termination of the Agreement]: If, between the date of execution of this Agreement and the merger date under Article 7, a material change occurs in the property or management status of Party A or Party B due to an act of nature or other cause, Party A and Party B may, by mutual consultation, change the terms of the merger or terminate this Agreement. (2) Although this merger is planned to proceed 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 their opposition to the merger within 2 weeks from the announcement date of this merger, it cannot proceed as a small-scale merger, in which 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 general shareholders' meeting required for merger approval) does not 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. 2) Matters concerning the future listing and possible delisting of new shares due to the merger: Not applicable, as this is a no-new-shares merger in which no merger-issued new shares are issued. This merger does not constitute a backdoor listing, so there is no possibility of delisting due to this merger. 3) Risk factors to consider when investing in the related securities if the merger is consummated: This merger is a small-scale, no-new-shares merger in which Huvitz Co., Ltd. absorbs its wholly (100%) owned subsidiary Ossvis Co., Ltd., and there are no securities subject to offering or sale in connection with this merger. 4) Matters concerning option or other contracts with the counterparty or a third party in connection with the merger: Not applicable.

D. Matters concerning appraisal rights: This merger is a small-scale merger under Article 527-3 of the Commercial Act, so appraisal rights are not recognized, and merger approval is replaced by board approval.

E. Interests between the merging companies 1) Relationship between the merging companies: The merging company Huvitz Co., Ltd. is the largest shareholder holding 100% of the total issued shares of the merged company Ossvis Co., Ltd., and Ossvis Co., Ltd. is a subsidiary of Huvitz Co., Ltd. 2) Concurrent positions held by officers Name | Huvitz Co., Ltd. | Ossvis Co., Ltd. Lee Won-jun | In-house director | In-house director 3) Whether the largest shareholder of one party is a related party of the other party: As of the report submission date, the merging company Huvitz Co., Ltd. is the largest shareholder holding 100% of the total issued shares of the merged company Ossvis Co., Ltd. 4) Other matters of mutual relevance, such as business competition or complementary relationships: Not applicable. 5) Transaction details between the merging companies (1) Equity investment: Huvitz Co., Ltd. is the largest shareholder of Ossvis Co., Ltd., holding a 100% equity interest. (Unit: shares, %) Company name | Account | Number of shares (shares) | Ownership ratio | Remarks Ossvis Co., Ltd. | Investment in subsidiary | 5,000,000 | 100.00% | - (2) Debt guarantees (Unit: KRW million) Debtor (relationship with the Company) | Creditor | Guarantee details | Guarantee period | Amount | Remarks Ossvis Co., Ltd. (subsidiary) | Huvitz Co., Ltd. | 1st | 2025.09.02~2026.09.01 | 456 | - | Huvitz Co., Ltd. | 2nd | 2025.11.20~2026.11.19 | 1,500 | - | Huvitz Co., Ltd. | 3rd | 2025.12.19~2026.12.18 | 1,000 | - | Huvitz Co., Ltd. | 4th | 2026.03.30~2027.03.29 | 1,000 | - | Huvitz Co., Ltd. | 5th | 2026.07.21~2027.07.20 | 500 | - Total | | | | 4,456 | - *Note 1: The above is stated as of the outstanding balance of debt guarantees as of the submission date of this material event report. (3) Provision of collateral: Not applicable. (4) Purchase and sale transactions (Unit: KRW million) Company name | Counterparty company | Period | Sales etc. | Purchases etc. | Remarks Huvitz Co., Ltd. | Ossvis Co., Ltd. | 2025 | 2,515 | 484 | - | | 2024 | 274 | 41 | - | | 2023 | 59 | 213 | - (5) Operating receivables/payables, accrued expenses and accrued income (Unit: KRW million) Company name | Counterparty company | Period | Receivables: trade receivables, other receivables | Payables: trade payables, other payables | Guarantee deposits | Remarks Huvitz Co., Ltd. | Ossvis Co., Ltd. | 2025 | 1,474 / 52 | 122 / - | 40 | - | | 2024 | 191 / 114 | - / - | 40 | - | | 2023 | 29 / - | - / - | 40 | - 6) Transaction details with the largest shareholder of the Company (1) Credit extended to the largest shareholder: Not applicable. (2) Asset transfers etc. with the largest shareholder (Unit: KRW million) Company name | Counterparty company | Transaction type | Period | Details | Amount | Remarks Huvitz Co., Ltd. | Ossvis Co., Ltd. | Asset purchase | 2026 | Industrial property rights | 39 | - | | Asset purchase | 2025 | Industrial property rights | 27 | - | | Asset sale | 2025 | Machinery | 539 | - (3) Business transactions with the largest shareholder (Unit: KRW million) Counterparty (relationship with the Company) | Transaction type | Transaction period | Transaction amount | Ratio (%) Huvitz Co., Ltd. (related party of the largest shareholder) | Purchases | 2025.01.01~2025.12.31 | 484 | 0.45% (of separate-basis revenue) Huvitz Co., Ltd. (related party of the largest shareholder) | Purchases | 2024.01.01~2024.12.31 | 41 | 0.04% (of separate-basis revenue) Huvitz Co., Ltd. (related party of the largest shareholder) | Purchases | 2023.01.01~2023.12.31 | 643 | 0.59% (of separate-basis revenue) *Note: There were no business transactions with the largest shareholder in 2022.

F. Other matters necessary for investor protection: Directors and the auditor of Huvitz Co., Ltd. who took office before the merger date will, notwithstanding Article 527-4, Paragraph 1 of the Commercial Act, retain their positions until the term set under the articles of incorporation before this merger, unless a separate cause for termination of term arises. Meanwhile, the directors and auditor of Ossvis Co., Ltd. will lose their positions on the merger date.

2. Matters concerning the merger counterparty company A. Company overview Company name: Ossvis Co., Ltd. Representative director: Lee Won-jun Business registration number: 163-81-02287 Address: 41-13, 5th floor, Burim-ro 170beon-gil, Dongan-gu, Anyang-si, Gyeonggi-do (Gwanyang-dong) Website: https://www.ossvis.com/ Whether a small or medium enterprise: Yes Fiscal year-end: December Industry: Distribution of digital dentistry equipment and development/supply of implant products Date of incorporation: August 23, 2021

B. Business description: Ossvis Co., Ltd. was incorporated on August 23, 2021, is headquartered in Anyang-si, Gyeonggi-do, and is engaged in the distribution of digital dentistry equipment and the development and supply of implant products.

C. Financial matters 1) Summary balance sheet for the last 3 years (Unit: KRW million) Item | 2025 | 2024 | 2023 Assets I. Current assets | 6,584 | 7,305 | 2,370 II. Non-current assets | 2,131 | 478 | 429 Total assets | 8,715 | 7,783 | 2,799 Liabilities I. Current liabilities | 7,142 | 8,045 | 1,336 II. Non-current liabilities | 3,008 | - | - Total liabilities | 10,150 | 8,045 | 1,336 Equity [Capital] | 2,500 | 2,500 | 2,500 [Capital surplus] | - | - | - [Capital adjustments] | (16) | (16) | (16) [Accumulated other comprehensive income] | 11 | 19 | - [Retained earnings] | (3,930) | (2,765) | (1,021) Total equity | (1,435) | (262) | 1,463 - The summary balance sheets for 2023 and 2024 are based on unaudited separate balance sheets as of December 31, 2023 and December 31, 2024.

2) Summary income statement for the last 3 years (Unit: KRW million) Item | 2025 | 2024 | 2023 Revenue | 3,514 | 783 | 1,261 Operating profit (loss) | (82) | (1,722) | (26) Net income (loss) before income tax | (115) | (1,745) | (45) Net income (loss) | (115) | (1,745) | (45) Total comprehensive income (loss) | (115) | (1,745) | (45) Basic earnings (loss) per share | - | - | - - The above figures for 2023 and 2024 are based on unaudited separate financial statements as of December 31, 2023 and December 31, 2024 (as stated in the filing).

3) Matters concerning restatement of financial statements etc.: Not applicable. 4) Financial regulations and costs applicable to a special purpose acquisition company: Not applicable. 5) Matters concerning dividends: Not applicable. 6) Matters concerning issuance of equity securities etc. (Unit: shares, KRW) Date of share issuance (reduction) | Type of issuance (reduction) | Details of shares issued (reduced): Type | Quantity | Par value per share | Issue (reduction) price per share | Remarks 2021.08.23 | Incorporation | Common shares | 1,960,000 | 500 | 500 | - 2022.01.19 | Rights offering | Common shares | 1,040,000 | 500 | 500 | - 2023.04.21 | Rights offering | Common shares | 2,000,000 | 500 | 500 | - Total | | | 5,000,000 | - | - | -

D. External auditor's audit opinion Fiscal year | Auditor | Audit opinion | Remarks 2025 | Samil Accounting Corporation | Unqualified | - 2024 | - | - | Not audited 2023 | - | - | Not audited

E. Matters concerning the board of directors and other corporate bodies: Ossvis Co., Ltd. is an unlisted company with a total of 3 registered directors; it has no board committees.

F. Matters concerning shareholders Shareholder | Shares held | Ownership ratio Huvitz Co., Ltd. | 5,000,000 shares | 100.00%

G. Matters concerning officers and employees: Ossvis Co., Ltd. has 3 registered directors and 1 auditor, plus 36 other officers and employees.

H. Matters concerning affiliated companies etc.: As of the end of the second quarter of 2026, the Company has 5 affiliated companies, all unlisted. Of these, Ossvis Co., Ltd. is a subsidiary in which the Company holds a 100% equity interest. For more details, please refer to the Company's most recently disclosed periodic report on the Financial Supervisory Service's Data Analysis, Retrieval and Transfer System (DART).

I. Other matters necessary for investor protection 1) Progress and changes in disclosure matters: Not applicable. 2) Material litigation: Not applicable. 3) Matters related to sanctions etc.: Not applicable.

Filed2026-08-24, Material event report (merger)
SourceDART rcept 20260824000197 → open original filing

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 2026-08-24 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).