What happened
Amendment report Date: August 26, 2026 1. Disclosure document being amended: material event report (merger decision) 2. Original filing date of the document being amended: May 18, 2026 3. Amendment details Item "18. Other material matters relevant to investment decisions" - reason: withdrawal of the merger decision, with all related matters withdrawn Before: * For more details on this merger, please refer to the company's securities registration statement to be disclosed later. * This amendment to the material event report reflects a schedule change, but as of the amendment date (2026.08.04) the revised schedule is not yet fixed. Once fixed, the company will re-disclose it through a board resolution and a further amendment. * Regarding the withdrawal of the merger decision: the company decided on a merger with Huons Lab Co., Ltd. by board resolution on May 18, 2026 and filed the related material event report. The merger was pursued mainly to secure a biologic new-drug pipeline to drive future growth and to create synergy by integrating R&D capabilities. Following the decision and disclosure, in light of opposing views raised by shareholders of parent company Huons Global and the intent of the newly established duplicate-listing guideline, the company proactively postponed the merger schedule to sufficiently communicate with and gather shareholders' views and prepare shareholder-protection measures. It also gathered views from various stakeholders including minority shareholders while continuing to review the merger's impact on existing shareholders' rights and value. Due to this change in the regulatory environment and the parent/subsidiary shareholder conflict-of-interest issue, the merger schedule was significantly delayed from the original plan. Meanwhile, Korea's stock market saw sharp volatility, and the company's share price declined amid weakened investment sentiment toward the pharma/bio sector overall - factors the company could neither predict nor control. As a result, the gap widened between the merger value and appraisal-rights exercise price set at the time of the merger decision and the current market price. For these reasons, contrary to the original intent, uncertainty about the merger has been created for shareholders and the market, and as circumstances both inside and outside the company have changed compared to when the merger agreement was signed, the company judged that proceeding with the merger as planned carries a high risk of harming its existing shareholders' value; while the need for business synergy and securing mid-to-long-term growth drivers through the merger remains valid, the company decided to halt the merger, giving top priority to protecting existing shareholder value. Accordingly, the company resolved at its board meeting on August 26, 2026 to terminate the merger agreement and withdraw the merger decision. All related procedures, including the extraordinary shareholders' meeting, have therefore been canceled, and investors should take note of this. The company will continue its efforts to enhance corporate and shareholder value going forward. After: Merger decision -> Merger decision withdrawn
Material event report / Korea Exchange disclosure obligation: material management matter report of subsidiary Huons Co., Ltd. To: Financial Services Commission / Korea Exchange Date: May 18, 2026 Company name: Huons Co., Ltd. Representative director: Song Su-yeong Head office: 8F, Huons Global Building, Building A, 17 Changeop-ro, Sujeong-gu, Seongnam-si, Gyeonggi-do (Tel) 02-854-4700 (Website) www.huons.com Preparer: (Title) Disclosure Officer (Name) Kim Jeong-hun (Tel) 02-854-4700
Merger decision
* Regarding the withdrawal of the merger decision: (the same explanatory text reproduced above under the amendment section - the company decided on the merger with Huons Lab on May 18, 2026 to secure a biologic pipeline and R&D synergy; postponed the schedule amid shareholder opposition and the new duplicate-listing guideline; the gap between the original merger value/appraisal price and the current share price widened amid pharma-sector volatility; and on August 26, 2026 the board resolved to terminate the merger agreement and withdraw the decision, canceling the extraordinary shareholders' meeting and all related procedures.) The company will continue its efforts to enhance corporate and shareholder value going forward.
1. Method of merger (a) Huons Co., Ltd. will absorb-merge Huons Lab Co., Ltd. - surviving company (merging company): Huons Co., Ltd. (KOSDAQ-listed); dissolving company (merged company): Huons Lab Co., Ltd. (unlisted) (b) The surviving company's trade name after the merger is Huons Co., Ltd.; form of merger: not applicable
2. Purpose of the merger: to resolve the structural limitations of a shortage of new-drug pipelines to drive future growth and intensifying downward pressure on revenue and profitability from the government's drug-pricing system reform, and to build a full value chain in biologics and strengthen R&D capability to grow into a global pharmaceutical/bio company.
3. Material effects of the merger 1) Effect on management: Huons Co., Ltd. will absorb Huons Lab Co., Ltd. and remain listed. Other than the change in ownership ratio from issuing 3,825,373 merger shares (24.20%) to Huons Lab shareholders as of the merger record date, there is no change in control such as the largest shareholder. 2) Effect on finances: R&D expenses will rise in the short term, but the company plans to ultimately improve its financial structure and profitability by strengthening its clinical pipeline and maximizing management efficiency, with reduced redundant investment costs, internalized external costs and R&D synergy expected from integrating both companies' technology and Huons's clinical personnel, know-how and production facilities. 3) Effect on operations: integrating both companies' technology, expertise and experience strengthens the new-drug pipeline through synthetic and biologic new-drug R&D, increasing corporate value. Huons Lab has completed a domestic marketing-approval application for a finished drug product based on human-derived hyaluronidase, and once its drug-diffusion platform technology is commercialized, synergy from Huons's infrastructure and sales organization is expected to increase revenue and reduce costs. 4) Effect on shareholder value: the management efficiency and synergy will increase shareholder value over the long term, combining Huons's existing generic-drug business with Huons Lab's new-drug/biosimilar pipeline, excellent R&D personnel and original patents, strengthening competitiveness and raising corporate value.
4. Merger ratio: Huons Co., Ltd. : Huons Lab Co., Ltd. = 1 : 0.4256943 (not applicable - this is not a SPAC dissolution merger)
5. Basis for the merger ratio 1) Huons Co., Ltd. common-share merger value: for a listed company, the merger value is in principle the reference market price, but under Article 176-5, Paragraph 1, Item 2(a) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, asset value may be used where the reference market price is lower than asset value. Huons's reference market price was calculated under Article 176-5 of the Enforcement Decree as the simple average of the trading-volume-weighted average closing price over the past month, the past week, and the most recent day's closing price, measured from the day before the earlier of the first board resolution date (May 18, 2026) and the date the merger agreement was executed (May 18, 2026) - i.e., May 15, 2026. No premium or discount was applied. (a) Past 1-month weighted average closing price (A): KRW 32,292 (b) Past 1-week weighted average closing price (B): KRW 35,095 (c) Most recent day's closing price (C): KRW 34,800 (d) Simple average (D=(A+B+C)/3): KRW 34,062 (e) Merger value: KRW 34,062 2) Huons Lab Co., Ltd. common-share merger value: under Article 176-5 of the Enforcement Decree and Article 5-13 of the Regulation on Issuance and Disclosure of Securities and Article 4 of its Enforcement Rules, the merger value of an unlisted company is the weighted average of asset value and earnings value in a 1:1.5 ratio (the "intrinsic value"); relative value was analyzed for reference only, as fewer than 3 listed companies exist in the same Korea Exchange sub-industry classification as the merged company. (a) Intrinsic value [(A×1+B×1.5)/2.5]: KRW 14,500 - A. Asset value: KRW 808 - B. Earnings value: KRW 23,628 (b) Relative value: not applicable (c) Merger value: KRW 14,500 See the attached external appraiser's opinion for details. The merger ratio between Huons and Huons Lab common shares was thus determined at 1:0.4256943. Note: merged company Huons Lab currently has 817,617 redeemable convertible preferred shares outstanding, all to be converted to common shares before the merger date; under the contractual refixing terms, the resulting common shares total 905,420 shares. - Corporate value: surviving company KRW 408,051,349,230; dissolving company KRW 129,026,872,500
6. External appraisal Performed: Yes Basis and reason: under Article 176-5, Paragraph 7, Item 2(a) of the Enforcement Decree, where a listed company merges with an unlisted company using the merger value calculated under Paragraph 1, Item 2(b), an external appraiser's opinion on the appropriateness of the merger value is required. External appraiser: Ichon Accounting Corporation; appraisal period April 29, 2026 - May 15, 2026 Appraisal opinion: Ichon Accounting Corporation reviewed the appropriateness of the merger ratio between KOSDAQ-listed Huons Co., Ltd. (merging company) and unlisted Huons Lab Co., Ltd. (merged company), for use as an attachment to the parties' filings under the Financial Investment Services and Capital Markets Act, not for any other purpose or party. The appraiser reviewed the merging company's audited stand-alone financial statements and share-price data under Korean IFRS for the year ended December 31, 2025, the merged company's audited financial statements under Korean IFRS for the same year, a 16-year business plan (January 2026-December 2041), and the business reports of listed companies in the merged company's Korea Exchange sub-industry ("comparable companies"), complying with the FSS's "External Appraisal Work Guidelines" (June 2009) and the Korean Institute of CPAs' "Standards for Performing External Appraisal Work under the Capital Markets Act" (November 2024) and relevant ethical requirements. The appraiser's assessment found per-share values of KRW 34,062 (par value KRW 500) for the merging company and KRW 12,671-KRW 14,672 (par value KRW 500) for the merged company, implying a merger-ratio range of 1:0.3719819 to 1:0.4307447; the agreed ratio of 1:0.4256943 falls within this range and is judged appropriate. The review found no indication, from a materiality standpoint, that the ratio was calculated in violation of the methods prescribed by Article 176-5 of the Enforcement Decree and Articles 5-13 through 8 of the Regulation on Issuance and Disclosure of Securities and its Enforcement Rules.
7. Type and number of merger shares: common shares 3,825,373; special-class shares -
8. Counterparty to the merger: Huons Lab Co., Ltd.; principal business biologics R&D; relationship with the company: affiliate Most recent fiscal year financials (KRW): total assets 8,261,890,851; capital 4,040,394,000; total liabilities 10,062,942,137; revenue 83,816,403; total equity -1,801,051,286; net income -10,189,367,413 External audit: Yes; auditor Samil PricewaterhouseCoopers; audit opinion unqualified (SPAC dissolution-merger fields: representative -, establishment date -, head office -, expected securities-registration-statement filing date -)
9. New company formed by merger: company name -; financials at establishment: total assets -, total liabilities -, total equity -, capital -; most recent fiscal year revenue -; principal business -; application for re-listing: not applicable
10. Merger schedule: merger agreement date May 18, 2026; shareholder record date July 30, 2026; shareholder register closure period start -, end -; merger-objection notice period start -, end -; scheduled shareholders' meeting -; appraisal-rights exercise period start -, end -; old share certificate submission period start -, end -; trading-suspension period start -, end -; creditor objection period start -, end -; merger date -; completion-report meeting date -; expected merger registration date -; expected delivery date of new share certificates -; expected listing date of new shares -
11. Backdoor listing: not applicable 12. Whether the other company meets backdoor-listing requirements: not applicable
13. Appraisal (dissenters') rights Exercise conditions: under Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder of record as of the record date who notified the company in writing of dissent to the merger board resolution before the shareholders'-meeting resolution date may, within 20 days of the resolution date, demand in writing (stating class and number of shares) that the company purchase the shares owned, including a partial demand. However, under Article 165-5, Paragraph 1 and Article 176-7, Paragraph 2 of the Enforcement Decree, the right is granted only to shares proven acquired before the board resolution was disclosed, or for which (i) a purchase contract, (ii) termination of a securities-lending agreement, or (iii) another legal act of acquisition can be proven by the business day after disclosure, and only for shares continuously held until exercise; shares sold and reacquired within that period lose the right, which cannot be withdrawn once exercised. A shareholder who gave prior written dissent but then voted in favor at the meeting may not exercise the right. As a KOSDAQ-listed company, Huons must purchase the shares within one month of the end of the exercise period under Article 165-5, Paragraph 2. Expected purchase price: KRW 32,886 Exercise procedure, method, period, place: (a) a shareholder of record as of the record date (July 30, 2026), subject to the proof requirements above, must notify the company in writing of dissent before the shareholders' meeting (a beneficial shareholder notifies the custodian securities company), by 3 business days before the meeting (date not fixed); the securities company reports beneficial shareholders' dissent to the Korea Securities Depository by 2 business days before the meeting; the Depository notifies the company on the shareholder's behalf by 1 business day before the meeting; deadlines vary by securities company. (b) a dissenting shareholder may, within 20 days of the resolution date, demand in writing that the company purchase some or all of the shares held; a beneficial shareholder submits an appraisal-right exercise request to the custodian securities company by 2 business days before the end of the exercise period, and the Depository applies on the shareholder's behalf; the right cannot be canceled or withdrawn once exercised without the company's consent. (c) place of receipt: Huons Co., Ltd. - registered shareholders at 8F, Huons Global Building, Building A, 17 Changeop-ro, Sujeong-gu, Seongnam-si, Gyeonggi-do, beneficial shareholders through their securities company; Huons Lab Co., Ltd. - registered shareholders at 7F of the same building, beneficial shareholders through their securities company. (d) request period: merger-dissent notice period -, shareholders' meeting date -, exercise period -; subject to change as the process proceeds. Expected payment timing and method: registered shareholders receive payment by transfer to their registered bank account; beneficial shareholders by transfer to their own account at the custodian securities company. Expected payment date: Huons Co., Ltd. -; Huons Lab Co., Ltd. -; subject to change due to the merging companies' circumstances. Restrictions on appraisal rights: as described above under Article 522-3 of the Commercial Act - the right lapses for shares sold and reacquired within the period, cannot be withdrawn once exercised, and is unavailable to a shareholder who voted in favor despite prior written dissent. Effect on contract: after shareholder approval, if the aggregate purchase price of shares as to which appraisal rights are exercised against a party exceeds KRW 30 billion for Huons Co., Ltd. or KRW 4 billion for Huons Lab Co., Ltd. as of the end of the exercise period, that party's board may decide whether to proceed with the merger.
14. Board resolution date: May 18, 2026 (independent/outside directors present: 3, absent: 0; audit committee attendance: -)
15. Put option or similar contract: No; contract details -
16. Subject to securities registration statement: Yes; reason for exemption if any: -
17. Plans for future corporate restructuring: no specific post-merger restructuring plans have been decided; any future resolution will be disclosed per applicable regulation.
18. Other material matters relevant to investment decisions (a) Under Articles 522 and 434 of the Commercial Act, merger approval is a special resolution matter; if the extraordinary shareholders' meeting fails to obtain approval by at least two-thirds of voting rights present and at least one-third of total shares outstanding, the merger may fail to proceed. (b) No cash payment will be made to shareholders of the merging companies other than for fractional-share treatment arising from the new-share allotment. (c) "7. Type and number of merger shares" may change depending on Huons Lab shareholders' exercise of appraisal rights and the treatment of fractional shares. (d) The most recent fiscal year financials of "8. Counterparty to the merger" are based on year-end 2025 financial statements. (e) The matters and schedule in "10." may change through discussions with relevant institutions and agreement between the parties. (f) The completion-report meeting under "10. Merger schedule" is replaced by the board-resolution and public-notice procedure under Article 526, Paragraph 3 of the Commercial Act. (g) Details on the "expected purchase price" under "13. Appraisal rights": under Article 165-5, Paragraph 3 of the Act, the purchase price is determined by agreement between the shareholder and the company; absent agreement, it is the amount calculated under Article 176-7, Paragraph 3 of the Enforcement Decree based on the shares' trading price before the board resolution date, with a dissatisfied shareholder able to apply to the court for a determination. [Method of calculating the expected share purchase price for Huons Co., Ltd.] (base date May 15, 2026) Past 2-month trading-volume-weighted average price: KRW 31,271 (March 16, 2026 - May 15, 2026) Past 1-month trading-volume-weighted average price: KRW 32,292 (April 16, 2026 - May 15, 2026) Past 1-week trading-volume-weighted average price: KRW 35,095 (May 11, 2026 - May 15, 2026) Reference purchase price: KRW 32,886 Daily calculation detail (date: closing price / volume / closing price x volume): 2026/05/15: 34,800 / 108,454 / 3,774,199,200 2026/05/14: 34,850 / 91,761 / 3,197,870,850 2026/05/13: 36,050 / 265,024 / 9,554,115,200 2026/05/12: 35,250 / 336,137 / 11,848,829,250 2026/05/11: 34,250 / 296,555 / 10,157,008,750 2026/05/08: 30,250 / 130,449 / 3,946,082,250 2026/05/07: 28,850 / 144,021 / 4,155,005,850 2026/05/06: 27,450 / 56,853 / 1,560,614,850 2026/05/04: 26,450 / 72,635 / 1,921,195,750 2026/04/30: 26,400 / 20,942 / 552,868,800 2026/04/29: 26,700 / 25,527 / 681,570,900 2026/04/28: 26,700 / 23,555 / 628,918,500 2026/04/27: 26,800 / 38,759 / 1,038,741,200 2026/04/24: 26,850 / 31,638 / 849,480,300 2026/04/23: 26,600 / 36,231 / 963,744,600 2026/04/22: 26,700 / 7,617 / 203,373,900 2026/04/21: 26,500 / 30,353 / 804,354,500 2026/04/20: 27,000 / 14,131 / 381,537,000 2026/04/17: 27,350 / 48,362 / 1,322,700,700 2026/04/16: 27,300 / 18,928 / 516,734,400 2026/04/15: 26,800 / 20,675 / 554,090,000 2026/04/14: 26,300 / 12,980 / 341,374,000 2026/04/13: 26,050 / 18,916 / 492,761,800 2026/04/10: 25,850 / 16,933 / 437,718,050 2026/04/09: 25,350 / 8,384 / 212,534,400 2026/04/08: 25,250 / 16,337 / 412,509,250 2026/04/07: 24,750 / 18,104 / 448,074,000 2026/04/06: 25,000 / 9,150 / 228,750,000 2026/04/03: 25,300 / 6,372 / 161,211,600 2026/04/02: 25,450 / 29,837 / 759,351,650 2026/04/01: 26,300 / 9,542 / 250,954,600 2026/03/31: 25,350 / 15,431 / 391,175,850 2026/03/30: 25,750 / 13,136 / 338,252,000 2026/03/27: 26,250 / 12,448 / 326,760,000 2026/03/26: 26,250 / 19,371 / 508,488,750 2026/03/25: 26,400 / 20,487 / 540,856,800 2026/03/24: 25,950 / 14,833 / 384,916,350 2026/03/23: 25,450 / 15,526 / 395,136,700 2026/03/20: 26,300 / 15,507 / 407,834,100 2026/03/19: 25,900 / 13,057 / 338,176,300 2026/03/18: 26,350 / 11,119 / 292,985,650 2026/03/17: 26,300 / 10,254 / 269,680,200 2026/03/16: 26,150 / 11,541 / 301,797,150 Source: Korea Exchange Information Data System (http://data.krx.co.kr) Merged company Huons Lab Co., Ltd. is unlisted, so its expected appraisal-right purchase price is its merger value of KRW 14,500. (h) Under applicable law, if the shareholders' meeting rejects the merger, the appraisal right also lapses and the merger agreement does not take effect. (i) A shareholder who has demanded appraisal cannot withdraw the demand after the exercise period ends. (j) This merger requires a business-combination filing, to be made promptly after completion; as a merger between affiliated companies it qualifies as a simplified-review business combination. (k) Termination conditions in the merger agreement: Article 13 (Conditions Precedent) lists board/shareholder approvals, government and third-party approvals, accuracy of representations and warranties, performance of covenants, absence of material adverse change, absence of a prohibiting law/order/judgment, and full conversion of Party B's redeemable convertible preferred shares to common shares, each waivable in writing. Article 14 (Termination) allows termination by written agreement at any time before the merger date, or immediate termination by written notice upon: a material-adverse-change circumstance; denial or expected denial of a necessary government approval, or an approval with terms impossible or extremely difficult to perform; a determination that a condition precedent cannot be satisfied; inaccurate representations/warranties causing or expected to cause material adverse effect; or an uncured breach of covenant within 10 business days of written notice (a party responsible for a ground may not invoke it). If the aggregate appraisal-right purchase price against a party exceeds KRW 30 billion (Party A) or KRW 4 billion (Party B) and that party's board resolves to halt the merger, termination leaves neither party with further rights or obligations except as otherwise provided; termination does not affect a damages claim or other remedy for breach; and provisions intended to survive (including Articles 14, 16 and 17) remain in effect. (l) No merger shares will be allotted for treasury shares Huons Lab may acquire from its shareholders' exercise of appraisal rights, so the number of merger shares stated above may change by the final merger date. (m) To fulfill directors' duty of loyalty under Article 382-3 of the Commercial Act and the Ministry of Justice's "Guidelines on Directors' Conduct in Corporate Restructuring," the merging parties operated a special committee of outside directors and obtained review by an independent law firm to secure fairness and procedural adequacy. Huons's special committee comprised 2 outside directors and 1 independent outside expert (an attorney); it met twice before the board's merger resolution, reviewed the merger structure, terms, ratio calculation and procedural adequacy in depth, received detailed explanations and held Q&A with independent accounting-firm and law-firm experts, and requested further explanation on the ratio-calculation method, key assumptions, post-integration financial-improvement potential and minority-shareholder protection. The committee concluded the merger serves the company's and all shareholders' interests without unfair or discriminatory effect on minority shareholders; the board, after considering the committee's and outside experts' review, judged the merger's purpose and terms reasonable, fair and compliant with law, and approved the agreement. See the board minutes and opinion attached to this report for details of Huons's decision-making process. * This disclosure replaces the re-disclosure otherwise required for the May 13, 2026 "Response to Inquiry (Rumor or Report) (Unconfirmed)."
| Filed | 2026-08-26, [Amended] Material event report (merger) (subsidiary) |
|---|---|
| Source | DART rcept 20260826900706 → open original filing |
Source: DART. Information only, not investment advice.
