What happened
Completion report on merger, etc. (merger)
Gencurix Co., Ltd.
To: Commissioner of the Financial Supervisory Service
September 1, 2026
Company name: Gencurix Co., Ltd. Representative director: Cho Sang-rae Head office address: 15F, G-Hi City, 243 Digital-ro, Guro-gu, Seoul Phone: 070-7432-9481 Website: http://gencurix.com Preparer: (Title) Head of Management Support Division (Name) Hwang Geum-min (Phone) 070-7432-9481
I. Schedule Category - Date - Remarks Merger board resolution date - June 25, 2026 - - Announcement of setting the shareholder record date - June 25, 2026 - - Merger agreement date - June 25, 2026 - - Small-scale merger announcement date - July 9, 2026 - posted on the website Shareholder record date - July 10, 2026 - - Period for receiving notices of objection to the merger - start date July 10, 2026 - end date July 27, 2026 Board resolution approving the merger agreement - July 28, 2026 - substituting for the general shareholders' meeting Creditor objection filing announcement - July 29, 2026 - posted on the website Creditor objection filing period - start date July 29, 2026 - end date August 31, 2026 Merger date - September 1, 2026 - - Board meeting for merger completion report - September 1, 2026 - substituting for the general shareholders' meeting Merger completion report announcement - September 1, 2026 - posted on the website Merger registration date - September 2, 2026 - -
This merger proceeded under the small-scale merger procedure of Article 527-3 of the Commercial Act; under Article 527-3, Paragraph 5 of the same Act, appraisal rights are not recognized, and merger approval was substituted by board approval under Article 526, Paragraph 3 of the same Act, and announced on the Company's website.
II. Changes in major shareholders' holdings Shareholder - Before merger: shares/ownership ratio - After merger: shares/ownership ratio Cho Sang-rae - 8,317,461 / 35.50% - 8,317,461 / 34.41% Han Jin-il - 1,244 / 0.01% - 1,244 / 0.01% Jeong Jin-gu - - / - - 86,764 / 0.36% An Se-hyeon - - / - - 10,670 / 0.04% Total - 8,318,705 / 35.51% - 8,416,139 / 34.82%
- The pre-merger shares and ownership ratio are stated as of the date of filing of this completion report on merger, etc.; the post-merger shares and ownership ratio are calculated by applying the number of merger shares to be issued as of the date of filing of this report, based on the merger ratio (Gencurix Co., Ltd. : Genofix Co., Ltd. = 1 : 5.3591461). - The merger shares issued as a result of this merger total 742,456 common shares, which will be deposited with the Korea Securities Depository without delay after issuance and will be held in custody by the Korea Securities Depository for one year from the deposit date.
III. Exercise of appraisal rights As this merger is conducted under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not recognized. The Company received notices of objection to the merger from July 10, 2026 to July 27, 2026 under Article 527-3 of the Commercial Act; a total of 375 shareholders gave notice of objection to the merger, representing 494,842 shares in total (2.11% of total issued shares).
IV. Matters relating to creditor protection The surviving company, Gencurix Co., Ltd., and the dissolved company, Genofix Co., Ltd., each carried out a creditor objection announcement, etc. on July 29, 2026. During the creditor objection filing period (July 29, 2026 to August 31, 2026), no creditors filed objections with Genofix Co., Ltd., and the three creditors who filed objections with Gencurix Co., Ltd. were paid in full for the relevant debts.
V. Status of related litigation As of the date of preparation of this completion report, no litigation has been filed that could affect the validity of this merger, etc.
VI. Matters relating to the allotment of new shares, etc. 1. New share allotment details This merger is one in which the merging company, Gencurix Co., Ltd., absorbs the merged company, Genofix Co., Ltd., with a merger ratio of Gencurix Co., Ltd. : Genofix Co., Ltd. = 1 : 5.3591461. Merger new shares totaling 742,456 shares will be issued and delivered (allotted) to the shareholders of Genofix Co., Ltd. (Mega-HGI Investment Partnership and others). 2. Treatment of fractional shares arising from the allotment of new shares If a fractional share of less than one whole share arises from the allotment of merger shares, that fractional share will not be issued; Gencurix Co., Ltd. will calculate the fractional amount based on the merger value of Genofix Co., Ltd.'s shares and pay it in cash to the shareholder of the merged company entitled to the fractional share after completion of the merger registration, and the fractional shares will be retired. 3. Matters relating to listing of new shares, etc. (1) After completing the merger registration, the surviving company, Gencurix Co., Ltd., will apply without delay to the Korea Exchange for additional listing of the new shares (common shares) allotted under the merger. (2) As a result of the issuance of merger new shares under this merger, the total issued shares will increase from 23,428,165 shares before the merger to 24,170,621 shares. (3) Since the merger new shares will be held in mandatory custody with the Korea Securities Depository for one year after delivery, the merger new shares (742,456 shares) will not be sold on the market or otherwise disposed of for at least one year.
VII. Summary financial information before and after the merger, etc. Item - Before merger - Change - After merger Assets I. Current assets: 9,267 - 46 - 9,313 II. Non-current assets: 21,822 - 4,350 - 26,172 Total assets: 31,089 - 4,396 - 35,485 Liabilities I. Current liabilities: 16,697 - 2,622 - 19,319 II. Non-current liabilities: 398 - - - 398 Total liabilities: 17,095 - 2,622 - 19,717 Equity Capital stock: 11,714 - 371 - 12,085 Capital surplus: 103,843 - 1,403 - 105,246 Capital adjustments: 1,114 - - - 1,114 Accumulated other comprehensive income: (1,905) - - - (1,905) Retained earnings: (100,772) - - - (100,772) Total equity: 13,994 - 1,774 - 15,768 Total liabilities and equity: 31,089 - 4,396 - 35,485
- The above summary financial information is an estimate obtained by simply aggregating the financial information of both companies as of March 31, 2026, and may differ from the actual financial information to be prepared as of the actual merger date (September 1, 2026). - The above financial information has not been audited (or reviewed) by an external auditor and may change depending on the results of such audit (review).
| Filed | 2026-09-01, Completion report on merger, etc. (merger) |
|---|---|
| Source | DART rcept 20260901000333 → open original filing |
Source: DART. Information only, not investment advice.
