What happened
Woosung Materials updated the terms of a private placement (third-party allotment) to raise US$2.91M, about 8.5% of its market value.
For context, this raise equals about 8.5% of the company's market value, which is the rough scale of potential new-share dilution.
| Instrument | Private placement |
|---|---|
| Raise amount | US$2.91M |
| vs. market value | 8.5% |
| Filed | 2026-09-18, [Amended] Material event report (rights offering) |
| Source | DART rcept 20260918000457 → open original filing |
Read the full filing in English
MATERIAL EVENT REPORT (PAID-IN CAPITAL INCREASE DECISION) -- CORRECTION NOTICE (Report No. 6.4)
Company: Woosung Materials Co., Ltd. Correction Date: September 18, 2026
1. ORIGINAL DISCLOSURE DOCUMENT Material Event Report (Paid-in Capital Increase Decision)
2. ORIGINAL SUBMISSION DATE August 16, 2024
3. CORRECTION ITEMS
Item 1 (Type and Number of New Shares) -- Reason: change in third-party allotment recipient. Before Correction: 1,250,000 shares. After Correction: 1,975,369 shares.
Item 3 (Total Issued Shares Before the Capital Increase) -- Reason: change in issued shares due to conversion requests. Before Correction: 16,816,073 shares. After Correction: 17,238,905 shares.
Item 4 (Purpose of Fund Raising) -- Reason: change in third-party allotment recipient. Before Correction: Operating funds, 5,000,000,000 won. After Correction: Debt repayment funds, 4,009,999,070 won.
Item 6 (Issuance Price of New Shares) -- Before Correction: 4,000 won. After Correction: 2,030 won.
Item 9 (Payment Date) -- Before Correction: September 18, 2026. After Correction: September 28, 2026.
Item 12 (Scheduled Listing Date of New Shares) -- Before Correction: October 12, 2026. After Correction: October 15, 2026.
Item 20 (Other Matters for Reference in Investment Decisions) -- see "Note 1 [Before Correction]" and "Note 1 [After Correction]" below.
NOTE 1 [BEFORE CORRECTION] -- Item 20 as originally disclosed
(a) Issuance Price of New Shares: set by applying a 10.0% discount to the benchmark price calculated under Article 5-18 of the Regulations on Issuance and Disclosure of Securities (amounts below the minimum quotation unit rounded up). The issuance price was originally 500 won; it became 400 won after a 4:1 reverse stock split on February 3, 2025 and a 5:1 par-value split on February 15, 2025; it was then adjusted again to reflect the change in share count from the 1:10 par-value consolidation on April 15, 2026.
(b) Other Matters: the above resolution is subject to change through consultation with the relevant authorities; incidental matters concerning the new share issuance are delegated to the Representative Director.
Benchmark Price Table -- using the lower of [the simple average of the weighted arithmetic mean price over the past 1 month / past 1 week / most recent trading day] and [the most recent trading day's weighted arithmetic mean price], base date = the day before the board resolution date (unit: shares, won): - Past 1-month weighted arithmetic mean price (A): volume 21,779,164; trading value 14,088,870,175; price 647 - Past 1-week weighted arithmetic mean price (B): volume 4,846,998; trading value 2,576,921,055; price 532 - Most recent trading day weighted arithmetic mean price (C): volume 2,022,558; trading value 1,122,470,946; price 555 - Simple average of (A), (B), (C) (D): 578 - Benchmark price (lower of (C) and (D)): 555 - Discount rate: 10.0% - Issuance price: 500 won This issuance price was calculated by applying the discount rate to the benchmark price under the Regulations on Issuance and Disclosure of Securities, and was finally set taking into account that it could not be below the par value at the time (500 won).
Statutory Basis for Third-Party Allotment (Article 10, New Share Subscription Rights, of the Articles of Incorporation; this same article is the basis for every third-party allotment referenced in this report): (1) Shareholders of the Company have the right to be allotted new shares in proportion to the number of shares they hold when new shares are issued. However, if a shareholder waives or forfeits the subscription right, or if fractional shares arise in the allotment, the method of handling such matters is determined by board resolution. (2) Notwithstanding paragraph (1), new shares may be allotted to persons other than shareholders by board resolution in the following cases: 1. new shares issued through a shareholder-preferential public offering; 2. new shares issued through a general public offering by board resolution under Article 165-6 of the Financial Investment Services and Capital Markets Act; 3. new shares preferentially allotted to members of an employee stock ownership association under Article 165-7 of the same Act; 4. new shares issued upon exercise of stock purchase options under Article 340-2 of the Commercial Act; 5. new shares issued to domestic or foreign financial institutions or institutional investors for urgent fund-raising; 6. new shares issued to a counterparty for a material business tie-up such as technology introduction, R&D, production, sales, or capital alliance; 7. where necessary under Article 418, paragraph 2 of the Commercial Act to achieve management objectives such as introducing new technology or improving the financial structure. (3) When new shares are issued by any of the methods in paragraph (2), the type and number of shares and the issuance price, among other matters, are determined by board resolution.
Purpose of This (Before-Correction) Third-Party Allotment: working capital, among other purposes.
Use of Proceeds (Before Correction, unit: won): Fund use: Operating funds -- detail: company operations and R&D expenses -- planned use in 2026: 5,000,000,000; 2027: --; 2028 and after: --; total: 5,000,000,000.
Third-Party Allottee (Before Correction): Allottee: WS Co., Ltd.; relationship to the Company or its largest shareholder: largest shareholder; selection process: selected by the board of directors in consideration of the investor's intent, payment capacity and timing, to achieve the Company's management objectives; transactions/plans within 6 months before or after the capital increase decision: --; shares allotted: 1,250,000; remarks: --. Basic information on WS Co., Ltd.: number of investors: 1; representative director: Im Jong-chan, 60% stake; largest shareholder: Im Jong-chan, 60% stake. Most recent fiscal-year financial information (fiscal year 2025, December, unit: million won): total assets 15,771; revenue 0; total liabilities 16,333; net income (loss) -642; total equity -562; capital 100; external auditor: --; audit opinion: --.
Where a Third-Party-Allotment Material Event Report Has Been Corrected 5 or More Times: reason as stated above; future plan: payment scheduled for September 18, 2026; other matters: --.
Progress and Future Plan Regarding This Third-Party Allotment Paid-in Capital Increase (as of this stage of correction): the Company completed a board resolution for the third-party allotment paid-in capital increase on August 16, 2024 and made the related disclosure. It subsequently filed correction disclosures due to changes in the payment date and other reasons, which delayed the capital increase procedure. Main reasons for the delay: the third-party allotment paid-in capital increase previously disclosed had been pursued under a fund-raising plan established by the prior management. The payment date changed due to changes in the original allottee's investment schedule and fund execution plan, prolonged internal review of the investment, and adjustments to the fund execution schedule. The Company then pursued the capital increase based on the revised payment date, but further adjustments to the allottee's fund execution procedures and investment schedule became necessary; the Company itself also comprehensively reviewed its fund management plans and business schedule in light of changes in the business environment, leading to renegotiation of the payment schedule. The Company and the allottee therefore agreed to change the payment date again after comprehensively considering the feasibility of the investment and the fund execution schedule. Future implementation plan: the Company will continue to consult with the relevant investor to implement the fund-raising plan and will make its best efforts to finalize the payment schedule and ensure smooth receipt of the investment funds, and will disclose promptly and faithfully any future changes in accordance with applicable regulations.
NOTE 1 [AFTER CORRECTION] -- Item 20 as corrected
(a) Issuance Price of New Shares: set by applying a 10.0% discount to the benchmark price calculated under Article 5-18 of the Regulations on Issuance and Disclosure of Securities (amounts below the minimum quotation unit rounded up).
(b) Other Matters: the above resolution is subject to change through consultation with the relevant authorities; incidental matters concerning the new share issuance are delegated to the Representative Director.
Benchmark Price Table (same methodology as above; unit: shares, won): - Past 1-month weighted arithmetic mean price (A): volume 3,870,296; trading value 10,182,377,668; price 2,631 - Past 1-week weighted arithmetic mean price (B): volume 549,568; trading value 1,331,894,847; price 2,424 - Most recent trading day weighted arithmetic mean price (C): volume 171,609; trading value 386,143,140; price 2,250 - Simple average of (A), (B), (C) (D): 2,435 - Benchmark price (lower of (C) and (D)): 2,250 - Discount rate: 10.0% - Issuance price: 2,030 won
Purpose of This (After-Correction) Third-Party Allotment: financial-structure improvement through a debt-to-equity conversion (debt offset).
(Because the Company has disclosed this report to the Financial Services Commission and the Korea Exchange under Article 165-9 of the Financial Investment Services and Capital Markets Act, it is exempt from the notice/announcement obligation that Article 418, paragraph 4 of the Commercial Act otherwise requires two weeks before the payment date.)
Use of Proceeds (After Correction, unit: won): Fund use: Other funds -- detail: debt-to-equity conversion to improve and strengthen the Company's financial structure -- planned use in 2026: 4,009,999,070; 2027: --; 2028 and after: --; total: 4,009,999,070.
Third-Party Allottee (After Correction): Allottee: Woosung Metal Co., Ltd.; relationship: affiliated company and creditor; selection process: agreed to the debt-to-equity conversion to improve and strengthen the Company's financial structure; transactions/plans within 6 months before or after the decision: partial repayment of borrowings; shares allotted: 1,975,369; remarks: full lock-up for one year from the date of share-certificate delivery. Basic information on Woosung Metal Co., Ltd.: number of investors: 4; representative director: Im Jong-chan, 45% stake; largest shareholder: Im Jong-chan, 45% stake. Most recent fiscal-year financial information (fiscal year 2025, December, unit: million won): total assets 56,721; revenue 14,947; total liabilities 29,629; net income 330; total equity 27,093; external auditor: Hanul Accounting Corporation; capital 300; audit opinion: unqualified.
Where a Third-Party-Allotment Material Event Report Has Been Corrected 5 or More Times: reason as stated above; future plan: payment scheduled for September 28, 2026; other matters: --.
Progress and Future Plan Regarding This Third-Party Allotment Paid-in Capital Increase (as of this correction): the Company completed a board resolution for the third-party allotment paid-in capital increase on August 16, 2024 and made the related disclosure. It subsequently filed correction disclosures due to a change in allottee and other reasons, which delayed the capital increase procedure. Main reasons for the delay: the previously disclosed third-party allotment paid-in capital increase had its payment schedule changed due to changes in the original allottee's investment schedule and fund execution plan. The Company continued to pursue the capital increase, but further adjustments to the allottee's investment schedule became necessary, so the Company reconsidered its fund-raising approach in order to implement the capital increase smoothly. As a result, it changed the structure to a debt-to-equity conversion offsetting part of its existing borrowings against the new-share subscription price, and corrected the allottee and the amount paid accordingly. Future implementation plan: the Company will proceed with the procedures for smooth payment under the revised capital increase and will pursue partial repayment of borrowings and improvement of its financial structure through the debt-to-equity conversion, and will disclose any future changes in accordance with applicable regulations.
FILER INFORMATION
Material Event Report / Korea Exchange Notification Matter To: Financial Services Commission / Korea Exchange Date: September 18, 2026 Company Name: Woosung Materials Co., Ltd. Representative Director: Im Jong-chan Head Office Address: 35 Geomdandong-ro, Buk-gu, Daegu Telephone: 053-382-4772 Website: http://www.startex.co.kr Preparer: Title -- General Manager; Name -- Seo Dae-kyung; Telephone: 053-382-4772
PAID-IN CAPITAL INCREASE DECISION -- FULL REPORT, AS CORRECTED
1. Type and Number of New Shares: Common shares 1,975,369; Other shares: -- 2. Par Value per Share: 1,000 won 3. Total Issued Shares Before the Capital Increase: Common shares 17,238,905; Other shares: -- 4. Purpose of Fund Raising: Facility funds --; Business acquisition funds --; Operating funds --; Debt repayment funds 4,009,999,070 won; Funds to acquire securities of other companies --; Other funds -- 5. Method of Capital Increase: Third-party allotment 6. Issuance Price of New Shares: Common shares 2,030 won; Other shares -- 7. Benchmark Price: Common shares 2,250 won; Other shares -- 7-1. Benchmark Price Calculation Method: the lower of [the simple average of the weighted arithmetic mean price over the past 1 month / past 1 week / most recent trading day] and [the most recent trading day's weighted arithmetic mean price], base date = the day before the board resolution date 7-2. Discount/Premium Rate to Benchmark Price: 10.0% 7-3. Basis for the Discount/Premium Rate: under Article 5-18 of the Regulations on Issuance and Disclosure of Securities governing the determination of the issuance price for paid-in capital increases, a third-party allotment may apply a discount of up to 10% to the benchmark price; the board resolved to apply a 10.0% discount. 8. Basis in the Articles of Incorporation for the Third-Party Allotment: Article 10 (New Share Subscription Rights) of the Company's Articles of Incorporation 9. Payment Date: September 28, 2026 10. Dividend Base Date for New Shares: January 1, 2026 11. Scheduled Date for Delivery of New Share Certificates: -- 12. Scheduled Listing Date of New Shares: October 15, 2026 13. Whether This Is a Backdoor Listing via In-Kind Contribution: No -- whether there is an in-kind contribution: No; whether unlisted-company shares are among the in-kind contribution property: No; in-kind contribution value of the shares to be paid in: --; as % of the Company's total assets in the most recent fiscal year: --; number of shares to be paid in by in-kind contribution: -- 14. Whether Backdoor-Listing Requirements Are Met: Not applicable 15. Board Resolution Date: August 16, 2024 -- independent (outside) director attendance: 0 present, 2 absent; auditor (audit committee member) attendance: present 16. Whether a Securities Registration Statement Must Be Filed: No 17. Reason for Exemption from Filing: full lock-up with the Korea Securities Depository for one year 18. Whether a Short-Sale Prohibition Period Applies to the Subscription: No -- start date: --; end date: -- 19. Whether Subject to Fair Trade Commission Notification: Not applicable (* listed companies use "independent director," unlisted companies use "outside director") 20. Other Matters for Reference in Investment Decisions: identical in substance to "Note 1 [After Correction]" above, except that in this fully reproduced report the simple average of (A), (B), (C) is restated as (D) 2,446 rather than 2,435 -- the filing states both figures in different sections and they are inconsistent with each other (as stated in the filing); the other figures restated in this section (volumes 3,870,296 / 549,568 / 171,609; trading values 10,182,377,668 / 1,331,894,847 / 386,143,140; prices 2,631 / 2,424 / 2,250; benchmark price 2,250; discount 10.0%; issuance price 2,030) match the figures given in "Note 1 [After Correction]" above.
Source: DART. Information only, not investment advice.
