Kespion

079190 · KOSDAQ · Information Technology · SMALL CAP

Updated terms.

Kespion updated the terms of a private placement (third-party allotment) to raise US$9.42M, about 38.1% of its market value.

Capital raise([Amended] Material event report (rights offering))· FILED 2026-09-18· RCEPT 20260918000257

US$9.42MRaise amount
38.1%vs. market value

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

What happened

Kespion updated the terms of a private placement (third-party allotment) to raise US$9.42M, about 38.1% of its market value.

For context, this raise equals about 38.1% of the company's market value, which is the rough scale of potential new-share dilution.

InstrumentPrivate placement
Raise amountUS$9.42M
vs. market value38.1%
Filed2026-09-18, [Amended] Material event report (rights offering)
SourceDART rcept 20260918000257 → open original filing

Versions of this filing

  1. 2026-08-18Original
  2. 2026-08-21Amendment 1
  3. 2026-08-24Amendment 2
  4. 2026-09-11Amendment 3
  5. 2026-09-14Amendment 4
  6. 2026-09-18Amendment 5 (this page)
Read the full filing in English

MATERIAL EVENT REPORT (PAID-IN CAPITAL INCREASE DECISION) CORRECTION NOTICE

Kespion Co., Ltd. Correction Notice Date: September 18, 2026

1. DOCUMENT SUBJECT TO CORRECTION: Material Event Report (Paid-in Capital Increase Decision)

2. ORIGINAL SUBMISSION DATE OF DOCUMENT: August 18, 2026

3. CORRECTION DETAILS Item: Scheduled Listing Date of New Shares Reason for Correction: Change in scheduled listing date Before Correction: September 30, 2026 After Correction: September 29, 2026

MATERIAL EVENT REPORT / EXCHANGE NOTIFICATION REQUIREMENT Financial Services Commission / Korea Exchange Date: August 18, 2026

COMPANY INFORMATION Company Name: Kespion Co., Ltd. Representative Director: LLOYD YEONSU LEE Headquarters Address: 27 Eunbong-ro 114-gil, Namdong-gu, Incheon (Nonhyeon-dong, Block 52, Lot 4) Telephone: 02-2107-5500 Website: http://kespion.co.kr Document Preparer: Tae Hyung-un, Head of Management Support Division, Telephone: 02-2107-5500

PAID-IN CAPITAL INCREASE DECISION

1. TYPE AND NUMBER OF NEW SHARES Common Stock: 10,752,688 shares Other Stock: shares

2. PAR VALUE PER SHARE: 1,000 won

3. TOTAL ISSUED SHARES BEFORE CAPITAL INCREASE Common Stock: 9,588,878 shares Other Stock: shares

4. PURPOSE OF CAPITAL INCREASE Facility Funds: - Business Acquisition Funds: - Operating Funds: 12,999,999,792 won Debt Repayment Funds: - Securities Acquisition Funds of Other Corporations: - Other Funds: -

5. METHOD OF CAPITAL INCREASE: Third-Party Allocation

6. ISSUANCE PRICE OF NEW SHARES Common Stock: 1,209 won Other Stock: won

7. BENCHMARK STOCK PRICE Common Stock: 1,343 won Other Stock: won

7-1. BENCHMARK STOCK PRICE CALCULATION METHOD Minimum of [simple average of weighted arithmetic mean stock prices for the past 1 month, past 1 week, and most recent day (with the day before the board resolution date as the base date), and the most recent day weighted arithmetic mean stock price]

7-2. DISCOUNT OR PREMIUM RATE AGAINST BENCHMARK STOCK PRICE: -10.0%

7-3. BASIS FOR DISCOUNT (PREMIUM) RATE CALCULATION Regulations on Issuance and Disclosure of Securities, Article 5-18, Paragraph 2

8. ARTICLES OF INCORPORATION BASIS FOR THIRD-PARTY ALLOCATION Articles of Incorporation, Article 10 (New Share Subscription Rights)

9. PAYMENT DATE: September 14, 2026

10. DIVIDEND BASE DATE OF NEW SHARES: January 1, 2026

11. SCHEDULED DELIVERY DATE OF NEW SHARE CERTIFICATES: -

12. SCHEDULED LISTING DATE OF NEW SHARES: September 29, 2026

13. CIRCUMVENTION OF LISTING THROUGH IN-KIND CONTRIBUTION Applicable: No Whether In-Kind Contribution Exists: No Whether Non-Listed Company Shares Exist Among In-Kind Contribution Assets: Not Applicable In-Kind Contribution Amount of Shares to be Paid: - Percentage of Company's Most Recent Fiscal Year Total Assets: - Number of Shares to be Paid: -

14. COMPLIANCE WITH CIRCUMVENTION OF LISTING REQUIREMENTS: Not Applicable

15. BOARD RESOLUTION DATE (DECISION DATE): August 18, 2026 Independent (Outside) Director Attendance: Present (1), Absent (0) Auditor (Audit Committee) Attendance: Present

16. WHETHER SUBJECT TO SECURITIES REGISTRATION STATEMENT SUBMISSION: No

17. REASON FOR EXEMPTION FROM SUBMISSION Mandatory Holding Registration (Transfer Restriction Measure) for 1 Year

18. WHETHER APPLICABLE TO SHORT SELLING TRANSACTION PERIOD IN WHICH SUBSCRIPTION IS PROHIBITED Applicable: No Start Date: - End Date: -

19. WHETHER SUBJECT TO FAIR TRADE COMMISSION NOTIFICATION: Not Applicable

20. OTHER MATTERS FOR REFERENCE IN INVESTMENT DECISIONS

a. Purpose of Issuance This paid-in capital increase is being conducted to achieve the company's business objectives, including maintaining listing status and securing operating funds.

b. Basis for Calculation of New Share Issuance Price Pursuant to Article 5-18, Paragraph 2 of the Regulations on Issuance and Disclosure of Securities, the benchmark stock price was calculated with the day before the board resolution date as the base date. The final issuance price was determined by applying a 10% discount rate to the lower of (i) the simple average of the weighted arithmetic mean stock prices for the past 1 month, past 1 week, and most recent day, and (ii) the most recent day weighted arithmetic mean stock price (rounded up to the nearest won), and then rounding up to the nearest quotation unit.

c. Mandatory Holding Registration (Transfer Restriction Measure) All new shares issued through this third-party allocation paid-in capital increase shall be immediately registered for mandatory holding with the Korea Securities Depository and shall not be withdrawn or sold for 1 year from the deposit date.

d. Upon completion of payment for this paid-in capital increase, the allocatee "Pureun Sobujang New Technology Investment Combination No. 3" will secure the status of largest shareholder.

e. Subscription Details 1) Subscription Date: September 14, 2026 2) Subscription Handler: Kespion Co., Ltd. Headquarters 3) Share Capital Payment Date: September 14, 2026 4) Share Capital Payment Location: Shinhan Bank Namdong Industrial Complex Corporate Finance Center 1

f. Other Matters - The above schedule may be subject to change depending on consultations with relevant authorities. - Specific matters not specified in the above items are delegated to the Representative Director.

BENCHMARK STOCK PRICE CALCULATION TABLE (Unit: Shares, Won)

Category | Trading Volume | Trading Value | Weighted Arithmetic Mean Stock Price Weighted Arithmetic Mean Stock Price for Past 1 Month (A) | 9,033,205 | 11,248,742,669 | 1245.3 Weighted Arithmetic Mean Stock Price for Past 1 Week (B) | 1,329,634 | 1,780,009,674 | 1338.7 Most Recent Day Weighted Arithmetic Mean Stock Price (C) | 265,462 | 382,903,278 | 1442.4 Simple Average Stock Price of (A), (B), (C) (D) |, |, | 1342.1 Benchmark Stock Price: Lower of (C) and (D) |, |, | 1,343 Discount or Premium Rate (%) |, |, | -10.0 Issuance Price |, |, | 1,209

(The four weighted arithmetic mean price figures above are reproduced exactly as stated in the filing, which omits thousands separators for these particular values.)

THIRD-PARTY ALLOCATION BASIS, PURPOSE, ETC.

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

Purpose of Third-Party Allocation Capital Increase: Maintaining listing status and securing operating funds

Article 10 (New Share Subscription Rights) ① Shareholders have the right to be allocated new shares in proportion to the number of shares they own. ② Notwithstanding the provision of Paragraph 1, the company may, by board resolution, allocate new shares to persons other than shareholders in any of the following cases: 1. When issuing new shares through general public offering method within the scope not exceeding the total number of shares scheduled to be issued, in accordance with Article 165-6 of the Capital Markets and Financial Investment Business Act 2. When issuing new shares due to exercise of stock purchase options under Article 542-3 of the Commercial Act 3. When preferentially allocating shares to employee stock association members within 20% of the total shares to be issued 4. When issuing new shares due to exercise of employee stock purchase options under Article 39 of the Framework Act on Workers' Welfare 5. When issuing new shares to domestic and foreign financial institutions, institutional investors, and third parties for urgent capital raising within the scope not exceeding the total number of shares scheduled to be issued 6. When issuing new shares to the counterparty for introduction of new technology, research and development, improvement of financial structure, urgent capital raising, publicity, production, sales, capital alliance, acquisition of new business, investment in new business, and strategic investment, etc., within the scope not exceeding the total number of shares scheduled to be issued ③ When issuing new shares pursuant to any of the provisions in Paragraph 2, the type, number, and issuance price of shares to be issued shall be determined by board resolution. ④ The handling method for shares resulting from waiver or loss of new share subscription rights and fractional shares resulting from new share allocation shall be determined by board resolution.

THIRD-PARTY ALLOCATION FUND SPECIFIC USE PURPOSE

Operating Funds and Other Funds (Unit: Million Won)

Fund Use | Details | Planned Use Amount by Year | Total | | 2026 | 2027 | 2028 and Later | Operating Funds | Operating funds necessary for company operations, etc. | 7,000 | 5,000 | 1,000 | 13,000

THIRD-PARTY ALLOCATION RECIPIENT SELECTION PROCESS, TRANSACTION DETAILS, ALLOCATION DETAILS, ETC.

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 Pureun Sobujang New Technology Investment Combination No. 3 |, | Selected by the board of directors in consideration of the company's business objectives and the investor's payment capacity, etc. |, | 10,752,688 |

WHEN CORPORATION OR ORGANIZATION IS INCLUDED AMONG THIRD-PARTY ALLOCATION RECIPIENTS

(1) Basic Information of Corporation or Organization

Name: Pureun Sobujang New Technology Investment Combination No. 3 Number of Contributors: 6 Representative Director (Representative Combination Member): - Business Executive (Business Executive Combination Member): - Largest Shareholder (Largest Contributor): Name: Pureun Investment Co., Ltd. Equity Percentage: 0.83% Name: Lee In-ik Equity Percentage: 31.04% Name: - Equity Percentage: -

(2) Key Financial Information at Most Recent Settlement Date of Corporation or Organization (Unit: Million Won)

Fiscal Year | Settlement Date | Total Assets | Sales | Total Liabilities | Net Income for the Period | Total Capital | External Auditor | Capital | Audit Opinion |, |, |, |, |, |, |, |, |

Funding Method: Combination Member Recruitment Formation Process: Combination Member Contribution

(3) Major Contributor Status of Investment Combination, etc.

Establishment Legal Basis | Most Recent Settlement Date Total Assets | Major Contributors (10% or More) | Remarks | | Name | Equity Percentage | New Technology Business Investment Combination under the Specialized Credit Finance Business Act |, | Lee In-ik | 31.04% | New Technology Business Investment Combination under the Specialized Credit Finance Business Act |, | Finger Co., Ltd. | 30.28% | New Technology Business Investment Combination under the Specialized Credit Finance Business Act |, | GSH Holdings Co., Ltd. | 26.50% |

(4) Executive Officer Career History of Representative Combination Member, etc. of Investment Combination, etc.

Name | Company Information | Executive Officer History | Remarks | Company Name | Listed Status | Delisting Date | Position | Appointment Date | Resignation Date | Lee In-ik | Onnuri I-Korea Co., Ltd. | Non-Listed |, | Representative Director | October 16, 2018 |, | Lee In-ik | Dosan International Co., Ltd. | Non-Listed |, | Representative Director | March 17, 2025 |, |

(5) Largest Shareholder History of Other Companies of Representative Combination Member, etc. of Investment Combination, etc.

Name | Company Information | Largest Shareholder History | Remarks | Company Name | Listed Status | Delisting Date | Start Date | End Date | |, |, |, |, |, |

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 2026-09-18 (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.