What happened
Equity and capital-contribution-security acquisition decision 6.1 HLB innoVation Amendment report Date: August 27, 2026 1. Disclosure document being amended: equity and capital-contribution-security acquisition decision 2. Original filing date of the document being amended: August 26, 2026 3. Amendment details Item "2. Acquisition details" (equity (C), ratio to equity (A/C)) - reason: correction of figures Before: equity KRW 254,559,737,694; ratio to equity 14.24% After: equity KRW 260,537,965,104; ratio to equity 13.91%
Material event report / Korea Exchange disclosure obligation To: Financial Services Commission / Korea Exchange Date: August 26, 2026 Company name: HLB innoVation Co., Ltd. Representative directors: Jin Yang-gon, Bryan Byongjin Kim Head office: 16 Baran-gongdan-ro 4-gil, Hyangnam-eup, Mansegeo, Hwaseong-si, Gyeonggi-do (Tel) 031-522-3700 (Website) www.hlbinnovation.com Preparer: (Title) President (Name) Kim Beom-su (Tel) 031-522-3700
Equity and capital-contribution-security acquisition decision
1. Issuing company: HLB Cell; nationality Republic of Korea; representative Lee Ji-hwan; capital (KRW) 17,233,690,500; relationship with the company: affiliate; total shares outstanding 34,467,381; principal business: bio-artificial organs and cell therapeutics; new shares via third-party allotment within the last 6 months: not applicable
2. Acquisition details: shares to be acquired 34,227,742; acquisition amount (KRW)(A) 36,247,178,778; total assets (KRW)(B) 268,750,045,052; ratio to total assets (A/B) 13.49%; equity (KRW)(C) 260,537,965,104; ratio to equity (A/C) 13.91%
3. Shares held and ownership ratio after acquisition: 34,227,742 shares; 99.30%
4. Purpose of acquisition: entry into a new business and expanding synergy with existing business
5. Expected acquisition date: September 4, 2026
6. Counterparty: HLB Life Science Co., Ltd.; capital (KRW) 61,432,097,000; principal business: medicare business, bio-development business, etc.; head office 8F, 51-9 Dongtan-cheomdansaneop 1-ro, Dongtan-gu, Hwaseong-si, Gyeonggi-do; relationship with the company: related party of the largest shareholder
7. Payment of transaction price 1. Payment form: cash 2. Timing and conditions: down payment KRW 1,000,000,000 paid (2026.08.26); balance KRW 35,247,178,778 (expected 2026.09.04) 3. Funding method: own funds and borrowings - of the KRW 36,247,178,778 acquisition amount, KRW 35,000,000,000 is to be short-term borrowed
8. External appraisal: performed - Yes Basis and reason: 1) basis - Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree; 2) reason - to provide reference material on the appropriateness of the share transfer price, for use as an attachment to the material event report External appraiser: Samdo Accounting Corporation; appraisal period August 18, 2026 - August 24, 2026 Appraisal opinion: as of the valuation date, the value of the business division under appraisal was estimated at KRW 34,820 million to KRW 38,454 million, and the planned acquisition price of approximately KRW 36,247 million was found, from a materiality standpoint, to have no grounds to be judged inappropriate.
9. Board resolution date: August 26, 2026 (independent/outside directors present: 3, absent: -; audit committee attendance: present)
10. Backdoor listing: No; plans for third-party-allotment capital raise within 6 months: No
11. Whether the issuing company meets backdoor-listing requirements: not applicable
12. Subject to Fair Trade Commission reporting: not applicable
13. Put option or similar contract: No; contract details -
14. Plans for future corporate restructuring: as of the filing date, the company has no plans for a merger or other restructuring.
15. Other material matters relevant to investment decisions 1) Capital and total shares outstanding under "1. Issuing company" are as of the filing date. 2) "Total assets" in "2. Acquisition details" is based on the consolidated financial statements under Korean IFRS (K-IFRS) as of the end of the most recent fiscal year (2025). 3) "Equity" in "2. Acquisition details" reflects the most recent fiscal year-end (2025) consolidated equity adjusted for changes in capital and capital surplus as of the filing date. 4) "5. Expected acquisition date" is based on the expected final completion date. 5) For details of "8. External appraisal," see the attached appraisal opinion. 6) The acquisition schedule and payment terms may change through discussion with the counterparty. * Related disclosure: 2026.8.26 Decision to increase short-term borrowings
[Summary financial status of the issuing company] (unit: KRW million) Current year: total assets 46,399; total liabilities 4,627; total equity 41,772; capital 17,234; revenue 11; net income -21,570; audit opinion unqualified; auditor Samjong KPMG Prior year: total assets 64,113; total liabilities 850; total equity 63,263; capital 17,234; revenue 1,202; net income 14,635; audit opinion unqualified; auditor Samjong KPMG Year before that: total assets 50,138; total liabilities 1,483; total equity 48,655; capital 17,234; revenue 1,407; net income 18,511; audit opinion unqualified; auditor Samduk Accounting Corporation - The current year above is as of December 31, 2025; the prior year is 2024 and the year before that is 2023.
[Counterparty particulars] 1. Basic information: name HLB Life Science Co., Ltd.; nationality Republic of Korea; address (up to district level) Dongtan-gu, Hwaseong-si, Gyeonggi-do, 8F, 51-9 Dongtan-cheomdansaneop 1-ro; occupation (business): medicare business, bio-development business, and others Largest shareholder: HLB Co., Ltd. - 20,695,725 shares, 16.98% Representative director: Baek Yun-gi - 9,412 shares, 0.01% (unit: KRW million) Most recent fiscal year 2025, settlement month December: total assets 478,093; capital 61,432; total liabilities 180,351; revenue 21,208; total equity 297,742; net income (loss) -148; auditor Samjong KPMG; in business suspension: No; audit opinion unqualified; closed down: No
2. Relationship of the counterparty to the company or its largest shareholder/executives - Relationship between the company and the counterparty: related party of the largest shareholder - Relationship between the company's largest shareholder/executives and the counterparty: largest shareholder HLB Co., Ltd. - related party
3. Transactions over the past 3 years (excluding ordinary-course transactions) Current year: -; prior year: -; year before that: third-party-allotment rights offering (KRW 2.0 billion) - "Current year" above refers to 2025; as of the filing date there have been no transactions between the company and the counterparty.
[Borrowings] (unit: KRW million) Lender: Yuanta Securities; amount 35,000; term September 2026 - September 2026; collateral asset: time deposit; note - Subtotal: 35,000
| Filed | 2026-08-27, [Amended] Material event report (equity acquisition) |
|---|---|
| Source | DART rcept 20260827000249 → open original filing |
Source: DART. Information only, not investment advice.

