What happened
Material Event Report (Designation of the Party Entitled to Exercise the Convertible-Bond Call Option) 6.0 NBR Motion Co., Ltd. To the Financial Services Commission September 4, 2026
Company name: NBR Motion Co., Ltd. Representative Director: Moon Du-seong Head office address: 35 Sapo-sandan 1-gil, Bubuk-myeon, Miryang-si, Gyeongsangnam-do (Phone) 055-353-3380 (Website) http://www.nbr-motion.com Preparer in charge: (Title) Managing Director (Name) Yoo Jae-young (Phone) 055-353-3380
Designation of the Party Entitled to Exercise the Convertible-Bond Call Option
1. Type of bonds: Tranche 5; Type: Unregistered, unsecured, privately placed convertible bonds 2. Bond issue date: September 14, 2026 3. Bond issuance method: Private placement 4. Bond maturity date: September 14, 2031 5. Designation or transfer of the exercising party: Designation of exercising party
6. Details of the designation (transfer) of the party entitled to exercise the call option Face value (electronically registered) of convertible bonds subject to the call-option exercising-party designation (transfer) (KRW) (A): 4,083,770,194 Total face value (electronically registered) of the relevant convertible bonds (KRW) (B): 17,000,000,000 Designation ratio (%) (A/B): 24.02
7. Date of designation (transfer date): September 4, 2026
8. Consideration for the designation (transfer amount) Amount (KRW): - Basis of calculation: -
9. (Expected) date of receipt of the designation consideration (transfer proceeds): September 14, 2027
10. Matters relating to conversion Conversion ratio (%): 100 Conversion price as of the reporting date (KRW/share): 6,969 Type of shares to be issued upon conversion: NBR Motion Co., Ltd. registered common shares Number of shares: 2,439,374 Ratio to total shares issued (%): 18.14 Conversion request period: Start date September 14, 2027; End date August 14, 2031
11. Whether subject to Korea Fair Trade Commission reporting: Not applicable
12. Other matters for reference in investment decisions [Matters relating to the Call Option] The issuer and any person designated by the issuer (the "Purchaser") may, on each date falling every 3 months from September 14, 2027 (12 months after the bond issue date) through March 14, 2029 (30 months after the bond issue date) (each, a "Purchase Price Payment Date"), demand that bondholders sell to the Purchaser part of the bonds they hold, and bondholders must sell the relevant bonds to the Purchaser upon such demand. (1) Method of exercising the call option: A Purchaser wishing to exercise the call option must, between 20 and 10 days before the relevant Purchase Price Payment Date (as set under item 2 below), notify the bondholder in writing of the quantity of bonds to be purchased, the Purchase Price Payment Date, and the purchase price; the sale and purchase agreement arising from exercise of this call option is deemed concluded at the time the Purchaser's purchase demand reaches the bondholder. However, for the 7th call-option exercise period, notice must be given between 50 and 20 days before the 7th Purchase Price Payment Date. (2) Purchase price: The purchase price of the bonds subject to the purchase demand is calculated by applying an annual compound interest rate of 1.0% from the bond issue date to the day before the Purchase Price Payment Date, as follows: Tranche: 1st; Call-option exercise period: 2027-08-25 to 2027-09-04; Purchase Price Payment Date: 2027-09-14; Applicable rate upon exercise: 101.0000% Tranche: 2nd; Call-option exercise period: 2027-11-24 to 2027-12-04; Purchase Price Payment Date: 2027-12-14; Applicable rate upon exercise: 101.2511% Tranche: 3rd; Call-option exercise period: 2028-02-23 to 2028-03-04; Purchase Price Payment Date: 2028-03-14; Applicable rate upon exercise: 101.5022% Tranche: 4th; Call-option exercise period: 2028-05-25 to 2028-06-04; Purchase Price Payment Date: 2028-06-14; Applicable rate upon exercise: 101.7561% Tranche: 5th; Call-option exercise period: 2028-08-25 to 2028-09-04; Purchase Price Payment Date: 2028-09-14; Applicable rate upon exercise: 102.0100% Tranche: 6th; Call-option exercise period: 2028-11-24 to 2028-12-04; Purchase Price Payment Date: 2028-12-14; Applicable rate upon exercise: 102.2794% Tranche: 7th; Call-option exercise period: 2029-01-23 to 2029-02-22; Purchase Price Payment Date: 2029-03-14; Applicable rate upon exercise: 102.5158% (3) Payment and delivery: The Purchaser shall pay the bondholder the purchase price under item 2 above, in the manner designated by the bondholder, on the Purchase Price Payment Date, and the bondholder shall deliver the bonds subject to the call option to the Purchaser upon receipt of such payment. However, if the Purchase Price Payment Date is not a business day, payment shall be made on the following business day, and no interest shall accrue after the Purchase Price Payment Date. (4) Scope of the call option: The Purchaser may not exercise the call option against any bondholder for more than 50% of that bondholder's original subscription amount for these bonds. (5) Bondholders' mandatory holding: To secure the issuer's ability to exercise the call option under this agreement, each bondholder must continue to hold, unconverted, bonds equal to 50% of its original subscription amount until the end of the call-option exercise period. Notwithstanding this mandatory holding amount, a bondholder may exercise early redemption rights on 100% of its subscription amount. (6) The largest shareholder and its related parties shall limit their exercise of the call option to within their equity ownership ratio at the time of issuance of these bonds.
[Selection Process, Transaction Details, and Designation Consideration by Designated Party] Designated party: Nano Co., Ltd.; Relationship with the company or largest shareholder: Largest shareholder; Selection process: Selected by the board of directors for the purpose of securing shareholding to stabilize management control; Transactions/plans within 6 months before or after the designation (transfer) date: -; Face value (electronically registered) of convertible bonds for which the call option was transferred or the exercising party designated (KRW): 3,419,851,478; Designation consideration (transfer amount): - Designated party: Moon Du-seong; Relationship: Representative Director; Selection process: Selected by the board of directors for the purpose of securing shareholding to stabilize management control; Transactions/plans: -; Face value: 663,918,715; Designation consideration: -
[Designated Parties Including the Company's Largest Shareholder or Its Related Parties] Designated party: Nano Co., Ltd.; Relationship with largest shareholder: Largest shareholder; Shares held at the time of CB issuance: 2,214,934 shares (20.12%); Shares to be issued upon conversion: 490,723 shares (4.46%) Designated party: Moon Du-seong; Relationship: Related party; Shares held at the time of CB issuance: 430,000 shares (3.91%); Shares to be issued upon conversion: 95,267 shares (0.87%)
[Designated Parties That Are a Corporation or Organization] (1) Basic information on the corporation or organization Name: Nano Co., Ltd.; Number of investors (persons): 7,816; Representative Director (representative member): Shin Dong-woo, 9.82%; Managing member: -; Largest shareholder (largest investor): Shin Dong-woo, 9.82% (2) Key financial information for the most recent fiscal year of the corporation or organization (Unit: KRW million) Fiscal year: 2025, closing month December; Total assets: 94,244; Sales: 85,676; Total liabilities: 54,360; Net income: 4,852; Total equity: 39,884; External auditor: Anjin Accounting Corporation; Capital stock: 15,420; Audit opinion: Appropriate
| Filed | 2026-09-04, Material event report (CB call option holder designated) |
|---|---|
| Source | DART rcept 20260904000318 → open original filing |
Source: DART. Information only, not investment advice.
