Ictk

456010 · KOSDAQ · Information Technology · SMALL CAP

Material event report (equity acquisition)

ICTK Co., Ltd. decided to acquire 715,080 shares (56.75% equity stake) of WithNetworks Co., Ltd. for US$8.4M in cash from Go In-gu and 18 others, with the deal expected to close October 1, 2026. The price represents 15.56% of ICTK's total assets and 25.93% of its equity capital.

M&A(Material event report (equity acquisition))· FILED 2026-09-30· RCEPT 20260930000681

What happened

Decision to Acquire Shares and Equity Securities of Another Company ICTK Co., Ltd. Material Event Report / Korea Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange September 30, 2026

Company name: ICTK Co., Ltd. CEO: Lee Jung-won Head office: 14F, 16 Gangnam-daero 84-gil, Gangnam-gu, Seoul (Yeoksam-dong, J Star Tower) Tel: 02-569-0010 Website: http://www.ictk.com Preparer: Managing Director Park Yoon-bae, Tel 02-569-0010

Decision to Acquire Shares and Equity Securities of Another Company

1. Issuing company Company name: WithNetworks Co., Ltd. Nationality: Republic of Korea Representative: An Jong-up Capital stock (KRW): 756,585,000 Relationship with the company: - Total shares issued (shares): 1,260,000 Main business: Development and maintenance of security equipment New share acquisition via third-party allotment within the last 6 months: No

2. Acquisition details Number of shares acquired (shares): 715,080 Acquisition amount (KRW) (A): 11,398,245,300 Total assets (KRW) (B): 73,232,798,197 Acquisition amount as % of total assets (A/B): 15.56 Equity capital (KRW) (C): 43,949,974,620 Acquisition amount as % of equity capital (A/C): 25.93

3. Shares owned and equity ratio after acquisition Shares owned (shares): 715,080 Equity ratio (%): 56.75

4. Purpose of acquisition Expansion of the business area by combining PUF/PQC-based hardware security technology with the target company's network products, security software, and infrastructure construction/operation capabilities.

5. Expected acquisition date: October 1, 2026

6. Counterparty Name: Go In-gu and 18 others Capital (KRW): - Main business: - Head office address: - Relationship with the company: -

7. Payment of transaction price 1) Payment method: Full cash payment from the company's own funds 2) Payment timing: October 1, 2026

8. External valuation matters External valuation conducted: Yes Basis and reason: 1) Basis: Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree. 2) Reason: Used as reference material to determine the appropriateness of the acquisition price for the share acquisition transaction, and to be attached to the material event report. Name of external valuation institution: Roel Accounting Corporation External valuation period: August 31, 2026 - September 29, 2026 External valuation opinion: The acquisition price was determined to be appropriate.

9. Board resolution date (decision date): September 30, 2026 Independent (outside) director* attendance: Present (persons) 1; Absent (persons) - Auditor (audit committee member who is not an independent (outside) director*) attendance: Present

10. Whether this constitutes a backdoor listing: No Plans for third-party allotment capital increase, etc. within the next 6 months: No

11. Whether the issuing company (other company) meets backdoor listing requirements: Not applicable

12. Whether subject to Fair Trade Commission reporting: Not applicable

13. Whether a put option or similar contract has been concluded: No Contract details: - * Independent director for listed companies; outside director for non-listed companies.

14. Future plans for corporate restructuring As of the date of this report, the company has not decided on any specific restructuring plans. Future related matters will be disclosed as they arise.

15. Other matters material to investment decisions 1. The capital stock and total number of issued shares under "1. Issuing company" above are as of the date of this report. 2. The "total assets" and "equity capital" of the company in "2. Acquisition details" above are based on the consolidated financial statements as of the end of the immediately preceding fiscal year (end of 2025), prepared under Korean IFRS (K-IFRS). 3. "2. Acquisition details" and "3. Shares owned and equity ratio after acquisition" above are based on the acquisition of existing shares, and the equity ratio is based on the target company's total issued shares of 1,260,000 shares before the capital increase. This matter involves simultaneously acquiring existing shares and participating in the target company's third-party allotment capital increase (new share subscription): the new share subscription is 150,000 shares for a subscription amount of KRW 2,262,000,000. As a result of this capital increase, the target company's total issued shares will increase from 1,260,000 to 1,410,000 shares, and after completion of the existing-share acquisition and new-share subscription, the company's equity ratio will be 61.35%. 4. "5. Expected acquisition date" above is the closing date on which the share acquisition and payment procedures are completed, and may change depending on consultations with the counterparty and related institutions. 5. "7. Payment of transaction price" above will be funded entirely by the company's own funds, with no borrowings. 6. For details of "8. External valuation matters" above, please refer to the attached "External Valuation Institution's Opinion." 7. The following [Summary Financial Status of the Issuing Company] was prepared based on WithNetworks Co., Ltd.'s audit reports for the current year (2025), prior year (2024), and the year before that (2023).

[Summary Financial Status of the Issuing Company] (Unit: KRW million) Current year: Total assets 26,408; Total liabilities 22,826; Total equity 3,582; Capital stock 757; Revenue 27,785; Net income 361; Audit opinion Unqualified; External auditor Shinjeong Accounting Corporation Prior year: Total assets 25,956; Total liabilities 22,734; Total equity 3,221; Capital stock 757; Revenue 23,850; Net income 295; Audit opinion Unqualified; External auditor Shinjeong Accounting Corporation Year before that: Total assets 24,835; Total liabilities 21,785; Total equity 3,050; Capital stock 757; Revenue 25,999; Net income -931; Audit opinion Unqualified; External auditor Shinjeong Accounting Corporation

[Matters Concerning the Counterparty] 1. Personal details - Basic information Names: Go In-gu; An Jong-up; Go OO; Go OO; Kwon OO; Kim OO; Min OO; Park OO; An OO; Yang OO; Oh OO; Lee OO; Jung OO; Jung OO; Jung OO; Jung OO; Jung OO; Heo OO; TRS Investment Advisory Co., Ltd. Nationality: Republic of Korea Address (head office, district/town/dong level only): Dohwa-dong, Mapo-gu, Seoul; Baekbeom-ro, Mapo-gu, Seoul; Sesil-ro, Haeundae-gu, Busan; Sesil-ro, Haeundae-gu, Busan; Hangang-daero, Yongsan-gu, Seoul; Nonhyeon-ro, Gangnam-gu, Seoul; Seongbuk-ro, Seongbuk-gu, Seoul; Gwanggyomaeul-ro, Suji-gu, Yongin-si, Gyeonggi-do; Dalgubeol-daero, Dalseo-gu, Daegu; Daeheung-ro, Mapo-gu, Seoul; Nambusunhwan-ro, Gangseo-gu, Seoul; Tojeong-ro, Mapo-gu, Seoul; Yangju-ro, Yangsan-si, Gyeongsangnam-do; Jungbu-dong, Yangsan-si, Gyeongsangnam-do; Yangju-ro, Yangsan-si, Gyeongsangnam-do; Chungjeong-ro, Seodaemun-gu, Seoul; Jungbu-daero, Yeongtong-gu, Suwon-si, Gyeonggi-do; Gogi-ro, Suji-gu, Yongin-si, Gyeonggi-do; Yeoui-daero 70, Yeongdeungpo-gu, Seoul Occupation (business description): Go In-gu - largest shareholder of the issuing company; An Jong-up - CEO of the issuing company; Go OO through Heo OO - shareholders of the issuing company; TRS Investment Advisory Co., Ltd. - investment advisory business

- Status and financial situation of the largest shareholder, CEO, representative executive officer, etc. (where the counterparty is a corporation) Largest shareholder: TRS Holdings Co., Ltd.; shares 316,000; equity ratio 100.00% CEO: Cho Yun-jong; shares -; equity ratio -

(Unit: KRW) Most recent fiscal year: 2025; fiscal year-end: December 31 Total assets: 27,223,363,364 Capital stock: 1,580,000,000 Total liabilities: 4,461,653,569 Revenue: 27,101,571,146 Total equity: 22,761,709,795 Net income: 10,686,921,953 External auditor: Seongji Accounting Corporation Business suspended: No Audit opinion: Unqualified Business closed: No

2. Relationship between the relevant corporation (or its largest shareholder/executives) and the counterparty - Relationship between the relevant corporation and the counterparty: Not applicable - Relationship between the relevant corporation's largest shareholder/executives and the counterparty: Name -; Relationship with counterparty -

3. Transaction history over the past 3 years (excluding routine transactions) Current year: - Prior year: - Year before that: -

Filed2026-09-30, Material event report (equity acquisition)
SourceDART rcept 20260930000681 → open original filing

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 2026-09-30 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).