Phionx

900100 · KOSDAQ · Consumer Discretionary · SMALL CAP

Updated terms.

Phionx updated the terms of a private placement (third-party allotment) to raise US$7.25M, about 172.9% of its market value.

Capital raise([Amended] Material event report (rights offering))· FILED 2026-09-17· RCEPT 20260917000274

US$7.25MRaise amount
172.9%vs. market value

Converted at 1 USD ≈ ₩1,379.53 (filing-date rate, 2026-09-17 close)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-10-19) →

What happened

Phionx updated the terms of a private placement (third-party allotment) to raise US$7.25M, about 172.9% of its market value.

For context, this raise equals about 172.9% of the company's market value, which is the rough scale of potential new-share dilution.

InstrumentPrivate placement
Raise amountUS$7.25M
vs. market value172.9%
Filed2026-09-17, [Amended] Material event report (rights offering)
SourceDART rcept 20260917000274 → open original filing

Versions of this filing

  1. 2026-08-31Original
  2. 2026-09-03Amendment 1
  3. 2026-09-07Amendment 2
  4. 2026-09-17Amendment 3 (this page)
  5. 2026-10-12Amendment 4
  6. 2026-10-13Amendment 5
  7. 2026-10-19Amendment 6
Read the full filing in English

Material Event Report (Paid-in Capital Increase Decision) 6.4 PhionX Correction Notice Date: September 17, 2026

1. Corrected Public Disclosure Document: Material Event Report (Paid-in Capital Increase Decision) 2. Original Submission Date of Corrected Document: August 31, 2026 3. Correction Details

Item | Reason for Correction | Before Correction | After Correction 9. Payment Date | Change in payment date and related matters | September 17, 2026 | October 15, 2026 12. Scheduled Listing Date of New Shares | | October 8, 2026 | November 2, 2026

Material Event Report / Stock Exchange Reporting Obligation Financial Services Commission / Korea Exchange Date: August 31, 2026

Company Name: PhionX (formerly Ameridge Corporation) Representative Director: Lee Ji-hoon Head Office Address: 341 W 31st Pl., Los Angeles, CA 90007, USA Telephone: +1-323-218-0770 Website: http://www.phionx.com Prepared by: (Title) Representative Director (Name) Lee Ji-hoon (Telephone) +1-323-218-0770

Agent Information: Agent Name: CSM Consulting Co., Ltd. Address: 205 Baekbeom-ro, Mapo-gu, Seoul, Republic of Korea Telephone: -

**PAID-IN CAPITAL INCREASE DECISION**

1. Type and Number of New Shares Common Stock: 6,138,735 shares Other Stock: -

2. Par Value per Share (KRW): 206

3. Total Issued Shares Before Capital Increase Common Stock: 5,276,050 shares Other Stock: -

4. Purpose of Capital Raising Facility Funds (KRW): - Business Acquisition Funds (KRW): - Operating Funds (KRW): 9,999,999,315 Debt Repayment Funds (KRW): - Securities Acquisition Funds of Other Corporations (KRW): - Other Funds (KRW): -

5. Method of Capital Increase: Third-Party Allocation

*The company's par value per share is USD 0.15 (based on the board resolution date of August 31, 2026, using the Seoul Foreign Exchange Brokerage Standard Rate of USD 1 = KRW 1,376.50, thus USD 0.15 = KRW 206, rounded up to the nearest won).

※ Matters Regarding Other Stock Basis in Articles of Incorporation: - Content of Stock: - Other: -

6. Issuance Price of New Shares Common Stock (KRW): 1,629 Other Stock (KRW): -

7. Reference Stock Price Common Stock (KRW): 1,809 Other Stock (KRW): -

7-1. Method of Calculating Reference Stock Price Minimum of [simple average of weighted arithmetic mean stock prices over the past one month, one week, and most recent day, calculated from the day before the board resolution date; and the most recent day's weighted arithmetic mean stock price]

7-2. Discount Rate or Premium Rate for Reference Stock Price (%): -10

7-3. Basis for Calculating Discount Rate (Premium Rate) Pursuant to Article 5-18 of the Regulations on Issuance and Disclosure of Securities, for third-party allocation paid-in capital increases, the issuance price may be determined by applying a discount rate of up to 10% to the reference stock price. The board of directors has resolved to apply a discount rate of 10.0% (rounded up below the quotation unit).

8. Basis in Articles of Incorporation for Third-Party Allocation: Article 10 (New Share Subscription Rights)

9. Payment Date: October 15, 2026

10. Dividend Base Date of New Shares: January 1, 2026

11. Scheduled Date of Delivery of New Share Certificates: -

12. Scheduled Listing Date of New Shares: November 2, 2026

13. Circumvention of Listing through In-Kind Contribution Applicable: No Whether In-Kind Contribution Exists: No Whether Stock of Non-Listed Corporation Exists among In-Kind Contribution Assets: Not Applicable In-Kind Contribution Amount of Scheduled Payment Shares (KRW): - Ratio to Total Assets of Company's Most Recent Fiscal Year (%): - Number of Scheduled Payment Shares: -

14. Compliance with Circumvention of Listing Requirements: Not Applicable

15. Board Resolution Date (Decision Date): August 31, 2026 Attendance of Independent (Outside) Directors: Attended (3 persons), Did Not Attend (0 persons) Attendance of Auditor (Audit Committee): Did Not Attend

16. Whether Subject to Securities Registration Statement Submission: No

17. Reason for Exemption from Submission: Private Placement (Lock-up for 1 year)

18. Whether Applicable to Short Selling Transaction Period in Which Subscription is Prohibited: No Start Date: - End Date: -

19. Whether Subject to Fair Trade Commission Reporting: Not Applicable

*Listed companies: independent directors; non-listed companies: outside directors

20. Other Matters for Reference in Investment Decision

1) Calculation of Issuance Price of New Shares The issuance price per share of common stock is calculated pursuant to Article 5-18(2) of the Regulations on Issuance and Disclosure of Securities (Determination of Issuance Price for Paid-in Capital Increase). The reference stock price is determined as the lower of: (i) the simple average of the weighted arithmetic mean stock prices over the past one month, one week, and most recent day (calculated from the day before the board resolution date); and (ii) the most recent day's weighted arithmetic mean stock price. A discount rate of 10% is applied to determine the issuance price (rounded up below the quotation unit).

2) Payment Destination: Woori Bank Namyeok Samseong Financial Center Branch

3) Matters Regarding Mandatory Holding: All new shares issued through this third-party allocation paid-in capital increase are scheduled to be registered for mandatory holding with the Korea Securities Depository for one year from the listing date (electronic registration date).

4) Detailed Calculation of Reference Stock Price When using the minimum of [simple average of weighted arithmetic mean stock prices over the past one month, one week, and most recent day, calculated from the day before the board resolution date; and the most recent day's weighted arithmetic mean stock price], the following table applies:

(Unit: shares, KRW) Category | Trading Volume | Trading Amount | Weighted Arithmetic Mean Stock Price Weighted Arithmetic Mean Stock Price over Past One Month (A) | 2,341,236 | 5,165,200,978 | 2,206.19 Weighted Arithmetic Mean Stock Price over Past One Week (B) | 76,325 | 138,015,418 | 1,808.26 Most Recent Day's Weighted Arithmetic Mean Stock Price (C) | 8,496 | 15,365,409 | 1,808.55 Simple Average of (A), (B), (C) (D) | | | 1,941 Reference Stock Price: Lower of (C) and (D) | | | 1,809 Discount Rate or Premium Rate (%) | | | -10 Issuance Price | | | 1,629

5) Basis, Purpose, and Other Matters of Third-Party Allocation

【Basis and Purpose of Third-Party Allocation, etc.】

Articles of Incorporation Basis for Third-Party Allocation: Article 10 (New Share Subscription Rights)

Purpose of Third-Party Allocation Capital Increase: When the company issues new shares or debt securities convertible into shares, shareholders of the company have the right to subscribe for new shares or debt securities convertible into shares (new share subscription rights) by paying in cash or tangible or intangible property in proportion to their shareholding ratio during a reasonable period determined by the board of directors. Notwithstanding the foregoing, the company may, by board resolution, preferentially allocate new shares or debt securities convertible into shares to persons other than existing shareholders in the following cases:

(a) When the company issues new shares through a general public offering method pursuant to a board resolution. (b) When new shares are issued as a result of the exercise of stock options. (c) When the company preferentially issues new shares to members of an employee stock ownership plan; provided, however, that the number of shares issued through the employee stock ownership plan shall not exceed 20% of the total number of newly issued shares. (d) When the company issues new shares to achieve business purposes for the introduction of new technology or improvement of the company's financial condition. (e) When the company issues new shares through a public offering or underwriting method for listing. (f) When the company issues new shares for the issuance of depositary receipts. (g) When the company issues new shares to: (i) domestic or foreign financial institutions; (ii) pension funds; (iii) academic societies; (iv) companies; (v) companies in business cooperation relationships; (vi) joint ventures; (viii) restructuring funds, etc.

Shares that are not allocated or subscribed as a result of shareholders' waiver or loss of new share subscription rights, and fractional shares resulting from new share allocation, shall be handled pursuant to a board resolution.

Operating Funds

6) Selection Process, Transaction Details, and Allocation Details by Third-Party Allocation Recipient

【Specific Use Purpose of Funds Raised through Third-Party Allocation】

【For Operating Funds and Other Funds】 (Unit: million KRW)

Fund Use | Details* | Scheduled Use by Year | Total | | 2026 | 2027 | 2028 and Beyond | Operating Funds | -Product purchase, wage payment, and corporate operating expenses -New business | 7,000 | 3,000 | - | 10,000

*New business is under review. The actual details of fund usage will be disclosed through public disclosure or periodic reports.

7) Selection Process, Transaction Details, and Allocation Details by Third-Party Allocation Recipient

【Selection Process, Transaction Details, and Allocation Details by Third-Party Allocation Recipient】

Third-Party Allocation Recipient | Relationship with Company or Largest Shareholder | Selection Process | Transaction Details and Plans within 6 Months Before and After Capital Increase Decision | Number of Allocated Shares (shares) | Remarks Trackcore Invest Co., Ltd. | Not Applicable | Selected by the board of directors in consideration of the investor's intention, payment capacity, timing, and other factors to achieve the company's business purposes | - | 6,138,735 | Lock-up for 1 year

8) Information on Third-Party Allocation Recipient Corporations

【When a Corporation or Organization is Included among Third-Party Allocation Recipients】

(1) Basic Information of Corporation or Organization

Name | Number of Contributors | Representative Director (Representative Combination Member) | Business Executive (Business Executive Combination Member) | Largest Shareholder (Largest Contributor) | | Name | Shareholding (%) | Name | Shareholding (%) | Name | Shareholding (%) Trackcore Invest Co., Ltd. | 1 | Ju Hyeong-jin | - | - | - | JB Asset Management Co., Ltd. | 100

(2) Major Financial Information at Most Recent Settlement Date of Corporation or Organization (Unit: million KRW)

Fiscal Year | 2025 Settlement Date | December Total Assets | 1 Revenue | 0 Total Liabilities | 1 Net Income (Loss) for the Period | -1 Total Capital | 0 External Auditor | - Capital | 1 Auditor Opinion | -

Funding Method: Own Funds Origin of Funds: Funds raised through new share issuance (paid-in capital increase)

9) Information on Largest Shareholder Corporation of Third-Party Allocation Recipient

【When a Corporation or Organization is Included among Third-Party Allocation Recipients】

(1) Basic Information of Corporation or Organization

Name | Number of Contributors | Representative Director (Representative Combination Member) | Business Executive (Business Executive Combination Member) | Largest Shareholder (Largest Contributor) | | Name | Shareholding (%) | Name | Shareholding (%) | Name | Shareholding (%) JB Asset Management Co., Ltd. | 3 | Lim Jong-hak | 0 | - | - | Etron Co., Ltd. | 45.42 | | | | | | IAI Co., Ltd. | 45.42

(2) Major Financial Information at Most Recent Settlement Date of Corporation or Organization (Unit: million KRW)

Fiscal Year | 2025 Settlement Date | December Total Assets | 31,076 Revenue | 0 Total Liabilities | 20,391 Net Income (Loss) for the Period | -154 Total Capital | 10,685 External Auditor | - Capital | 11,030 Auditor Opinion | -

10) Other Matters

- Upon completion of payment for the paid-in capital increase, the company's largest shareholder is scheduled to change. - The company responded to a disclosure inquiry request dated July 28, 2026, by indicating that 'capital raising (paid-in capital increase)' was anticipated and responded as unconfirmed. This disclosure is partly substituted for the response to a disclosure inquiry request dated August 28, 2026 (significant market condition change) as unconfirmed disclosure.

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-09-17 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).

Company summaries are generated and may contain errors; financial figures are mapped directly from official filings.