Market News
Dec. 21, 2023 TSE Public Announcement Measure: THE WHY HOW DO COMPANY,Inc.
TSE has taken the Public Announcement Measure as follows.
* This decision is based on the results of the examination by Japan Exchange Regulation.
| １．Company Name | THE WHY HOW DO COMPANY,Inc. (Code: 3823, Market Segment: Standard Market) |
| ２．Date of Public Announcement Measure |
Dec. 20, 2023 (Wed.) |
| Reason (Related Clause) |
Due to it being deemed necessary to be publicly announced that disclosure of circumstances whereby the contents disclosed on a timely basis should be changed was delayed in violation of the listing rules. (Securities Listing Regulations, Rule 508, Paragraph 1, Item (1)) |
| ３．Details of Reason | On Oct. 16 and 24, 2023, THE WHY HOW DO COMPANY, Inc. (hereinafter "the Company") disclosed changes in the purpose of use of funds raised through the issuance of new shares and subscription warrants by third-party allotment which was disclosed on Mar. 31, 2022. These disclosures revealed the following facts. - In its timely disclosure materials regarding the issuance of new shares and subscription warrants as of Mar. 2022, the Company disclosed that it would use most of the funds raised through the issuance of new shares for development funds and related financial resources for collaboration with the allottee of the new shares, which is a capital and business partner. - Nevertheless, as a result of discussions with the allottee in Aug. of the same year, the Company agreed to put the collaboration project on hold and loan money to a representative director of a company that the Company had decided to make a subsidiary in the same month. Furthermore, the Company implemented said loan (JPY 235 million) based on this agreement, and allocated the rest of the raised funds to other financial resources such as working capital (JPY 303 million) from Sep. of the same year. - However, the Company failed to disclose the change in the purpose of use of funds for a long period of time due to deficiencies in its business operation system, such as a lack of awareness to timely disclosure. Rule 416, Paragraph 1 of the Securities Listing Regulations requires listed companies to immediately disclose the details of any change or amendment to contents that have been disclosed on a timely basis if any circumstance that requires such change or amendment has arisen. In this case, the delay in disclosure regarding the change in the purpose of use of funds raised through the issuance of new shares and subscription warrants is deemed to be a violation of said provision. Based on the above, TSE finds it necessary to publicly announce the fact that the Company failed to make timely and appropriate disclosure of material corporate actions that would have an impact on investors' investment decisions in violation of the listing rules. Accordingly, TSE has decided to publicly announce said fact. |
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