Material event report (rights offering) (subsidiary)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-09-23) →

What happened

/*report_xml.css*/ Material Event Report / Korea Exchange Reporting Obligation Report on Material Business Matters of Subsidiary Aprogen Biologics Co., Ltd. To the Financial Services Commission / Korea Exchange September 3, 2026

Company name: Aprogen Biologics Co., Ltd. Representative Directors: Kim Jae-seop, Kim Jeong-chul Head office address: 4th floor, Pungmun Building, 480 Baekjegobun-ro, Bangi-dong, Songpa-gu, Seoul (Phone) 02-561-4011 (Website) http://www.aprogen-biologics.com Person responsible for preparation: (Title) Managing Director (Name) Kang Seon-ju (Phone) 031-8022-0513

Rights Offering Decision

1. Type and number of new shares: common shares 12,706,481; other shares - 2. Par value per share (KRW): 500 3. Total shares outstanding before the capital increase: common shares 16,261,203; other shares - 4. Purpose of financing: facility funds -; business transfer funds -; operating funds -; debt repayment funds -; funds to acquire securities of another company 20,000,001,094; other funds - 5. Method of capital increase: third-party-placement offering Regarding other shares: basis in articles of incorporation -; details of the shares -; other - 6. New share issue price: common shares (KRW) 1,574; other shares - 7. Reference share price: common shares (KRW) 1,748; other shares - 7-1. Method of calculating reference share price: the lower of [the simple average of the weighted arithmetic average share prices over the past 1 month, past 1 week, and most recent day, calculated from the day before the board resolution date] and [the most recent day's weighted arithmetic average share price] 7-2. Discount or premium rate to the reference share price (%): -10.0 7-3. Basis for the discount (premium) rate: Article 5-18 (Determination of Issue Price for Rights Offerings) of the "Regulation on Issuance and Disclosure of Securities, etc." 8. Basis in the articles of incorporation for the third-party placement: Article 9 (Issuance and Allotment of Shares), Paragraph 1, Item 2 9. Payment date: September 11, 2026 10. Dividend record start date for new shares: January 1, 2026 11. Scheduled date of delivery of new share certificates: - 12. Scheduled listing date of new shares: October 2, 2026 13. Whether this constitutes a backdoor listing via in-kind contribution: No - Whether there is an in-kind contribution: No - Whether unlisted corporation shares are included among in-kind contribution assets: not applicable - In-kind contribution value of shares to be paid in: in-kind contribution value (KRW) -; percentage of the company's most recent fiscal year total assets (%) -; number of shares to be paid in - 14. Whether backdoor listing requirements are met: No 15. Date of board resolution (decision date): September 3, 2026 - Attendance of independent (outside) directors*: present - ; absent (persons) 1 - Attendance of the auditor (audit committee): absent 16. Whether subject to securities registration statement filing: No 17. If exempted from filing, the reason: Under Article 2-2, Paragraph 2 of the "Regulation on Issuance and Disclosure of Securities, etc.," the shares are registered electronically with the Korea Securities Depository without delay after issuance and are subject to a mandatory holding restriction on disposal for 1 year. 18. Whether the subscription falls within a period in which short selling is prohibited: No; start date -; end date - 19. Whether subject to Fair Trade Commission filing: not applicable * Independent directors apply to listed companies; outside directors apply to unlisted companies.

20. Other matters for reference in investment decisions - This rights offering plan may change through consultation with relevant institutions. ▶ When using as the reference price the lower of [the simple average of the weighted arithmetic average share prices over the past 1 month, past 1 week, and most recent day, calculated from the day before the board resolution date] and [the most recent day's weighted arithmetic average share price], add the following table (unit: shares, KRW):

Category: Trading volume; Trading value; Weighted arithmetic average price Weighted arithmetic average price over the past 1 month (A): 5,219,810; 10,911,901,012; 2,091 Weighted arithmetic average price over the past 1 week (B): 672,690; 1,222,755,460; 1,818 Weighted arithmetic average price on the most recent day (C): 98,736; 172,506,052; 1,748 Simple average of (A), (B), (C) (D): 1,886 Reference price: the lower of (C) and (D): 1,748 Discount or premium rate (%): -10.0 Issue price: 1,574

[Basis for and purpose of the third-party placement] Articles-of-incorporation basis for third-party placement: Article 9 (Issuance and Allotment of Shares), Paragraph 1: (1) When the company issues new shares by board resolution, it shall do so by one of the following methods: 2. a method of granting a specific person (including shareholders of the company) the opportunity to subscribe for new shares by a method other than Item 1, where necessary to achieve the company's management objectives such as introducing new technology or improving its financial structure, within the limits of the total number of authorized shares. Purpose of the third-party-placement capital increase: operating funds

[Specific purpose of use of funds raised through the third-party placement] [In the case of funds to acquire securities of another company / business transfer funds] Fund use: funds to acquire securities of another company; Counterparty: to be determined; Issuing company of the securities*: to be determined; Business description of the issuing company (details of the business transferred): to be determined; Basis for determining acquisition price**: to be determined ※ An amended disclosure is planned once finalized. * The issuing company of the securities is stated only in the case of funds to acquire securities of another company, in which case the issuing company's key financial matters for its most recent fiscal year are stated in the table below (except where the issuing company is subject to business report filing). ** Where an external valuation was obtained, state the name of the valuation institution, the valuation date, and the valuation result; where no external valuation was obtained, state whether the external valuation was exempted and the basis therefor, and specifically state the basis for calculating the acquisition/transfer price (including the calculation method and any governing statute, if applicable).

[Selection process, transaction history, allotment details, etc. by third-party-placement subscriber] Subscriber: Aprogen Co., Ltd.; Relationship to the company or largest shareholder: largest shareholder; Selection process: achievement of management objectives and prompt funding; Transactions and plans within 6 months before and after the capital increase decision: 2026.03-2026.08: service revenue, etc. (KRW 1.9 billion); 2026.04: provision of collateral (KRW 63 billion, the company's Osong plant land, buildings, etc.); 2026.04: paid-in new share issuance (KRW 2 billion); 2026.05: issuance of the 19th convertible bonds (KRW 10 billion); 2026.06: provision of collateral (KRW 9 billion, the company's Ogong plant land, buildings, etc.); 2026.07: paid-in new share issuance (KRW 2 billion); Allotted shares (shares): 12,706,481; Note: mandatory holding for 1 year from the new-share listing date

[Where the third-party-placement subscribers include a corporation or an organization] (1) Basic information of the corporation or organization Name: Aprogen Co., Ltd.; Number of investors: 49,081; Representative director (representative partner): Kim Jae-seop, 3.58%; Managing partner: -; Largest shareholder (largest contributor): GBase Co., Ltd., 21.17%

(2) Key financial matters of the corporation or organization for its most recent fiscal year (unit: KRW million) Fiscal year: 2025, settlement month December Total assets: 717,264; Revenue: 117,974; Total liabilities: 258,654; Net income/loss: -140,570; Total equity: 458,609; External auditor: Samduk Accounting Corporation; Capital stock: 164,652; Audit opinion: unqualified

[Where the largest shareholder of the third-party-placement subscriber is a corporation] (1) Basic information of the corporation or organization Name: GBase Co., Ltd.; Number of investors: 2; Representative director (representative partner): Kang Seon-ju, -; Largest shareholder (largest contributor): Nexconics Co., Ltd., 95.24%

(2) Key financial matters of the corporation or organization for its most recent fiscal year (unit: KRW million) Fiscal year: 2025, settlement month December Total assets: 21,370; Revenue: 1,720; Total liabilities: 3,920; Net income/loss: -43; Total equity: 17,449; External auditor: -; Capital stock: 350; Audit opinion: -