07履歴事項全部証明書(株式会社LYNXS)
This document is the full register of corporate matters (履歴事項全部証明書) for 株式会社LYNXS, a Tokyo‑based company developing a multi‑professional collaboration platform for in‑home medical care. It records the company’s legal identifier, establishment date (May 17 Reiwa 6), registered office, purpose, capital, share structure, and transfer restrictions. The officer list identifies Representative Director 伊藤由起子. The certificate also contains exhaustive terms for two series of J‑KISS‑type stock warrants (第1回 and 第2回). For each series it specifies the number of warrants (81 and 40), issue price (¥500,000 per warrant), exercise consideration (¥1 per warrant), conversion target share type, conversion price calculation (the lower of 0.8 × share issue price in the next qualified financing or a post‑cap amount divided by the fully‑diluted share count), post‑cap thresholds (¥300 million for the first series, ¥500 million for the second), detailed definition of “fully diluted share count” (including issued shares, other warrants, convertible bonds, and unissued warrants, excluding company‑held shares), and formulas for adjusting for other same‑type warrants. It outlines conversion conditions (must occur upon a qualifying financing of ≥¥100 million, or may be exercised earlier with shareholder approval), the 18‑month conversion deadline, and special provisions for exercise in case of a control‑transfer transaction. The document also describes the company’s right to repurchase unexercised warrants either by delivering conversion‑target shares (at the conversion price) or by paying double the issue price in cash, depending on the trigger event. All entries are dated, stamped, and verified by the Tokyo Legal Affairs Bureau, with QR‑code and official seal confirming authenticity.
Topics
Corporate Identity and Core Registration Details of 株式会社LYNXS
Legal name, company number, registered office, establishment date, corporate purpose, capital amount, total authorized and issued shares, and share transfer restrictions.
Officer Information and Governance Structure
Listing of the representative director (伊藤由起子) and the address of the director, confirming the governance hierarchy.
First J‑KISS Series (第1回) – Warrants Overview
Details of the first warrant issuance: 81 warrants, issue price ¥500,000 each, exercise price ¥1, target ordinary shares, and the conversion price formula (0.8 × next‑round price or ¥300 million post‑cap divided by fully diluted shares).
Second J‑KISS Series (第2回) – Warrants Overview
Details of the second warrant issuance: 40 warrants, same issue price, but with a higher post‑cap of ¥500 million, and identical conversion mechanics.
Conversion Price Mechanics and Post‑Cap Calculations
Definition of conversion price as the lower of (a) 0.8 × share price in the qualifying financing or (b) post‑cap amount divided by the fully diluted share count, including the precise formula for fully diluted shares.
Fully Diluted Share Count Definition and Calculation Methodology
Comprehensive enumeration of components (issued ordinary and preferred shares, all warrants, convertible bonds, unissued warrants) and the exclusion of company‑held shares, with the algebraic expression used to compute the denominator for post‑cap division.
Warrant Exercise Conditions and Deadline
Conditions under which warrants may be exercised (qualified financing ≥¥100 million, or shareholder approval if financing does not occur), the 18‑month conversion deadline, and special rules for control‑transfer transactions.
Company Repurchase Rights and Redemption Provisions
Two repurchase pathways: (1) delivering conversion‑target shares at the conversion price, or (2) paying cash equal to twice the issue price, triggered by either a qualified financing or a control‑transfer event.