BioOn, a KOSDAQ-listed company, has been accused of failing to disclose information related to the transfer of management rights. Changes in management rights are important corporate information, and failure to disclose them can result in sanctions, including designation as an unfaithful disclosure corporation.
According to the financial investment industry on the 5th, BioOn's largest shareholder CTM signed a contract on July 18 last year to transfer 3,560,436 shares (7.95%) of BioOn to NForceSpace. This represents all shares held by CTM, and upon completion of the transfer, NForceSpace would become the largest shareholder.
First, CTM transferred 701,013 shares at 5,071 KRW per share, totaling 3.55 billion KRW, on August 7 last year (the payment date). Subsequently, NForceSpace contracted to acquire the remaining 2,863,230 shares at 3,700 KRW per share, amounting to 10.58 billion KRW. The payment terms stipulated that 50% would be paid within 45 business days after the extraordinary general meeting, and the remaining 50% four months later.
Additionally, CTM and NForceSpace established special agreements regarding the transfer of management rights. At the extraordinary general meeting held on August 7 last year, following the first transfer, it was agreed to appoint NForceSpace affiliates to BioOn’s board of directors. In fact, NForceSpace paid the remaining balance by the day before the general meeting and secured half of BioOn’s board seats as per the contract.
After the transfer of the remaining 2,863,230 shares is completed, NForceSpace is contracted to operate BioOn independently. This can be seen as a stock transfer contract involving a change in the largest shareholder and a management rights transfer agreement.
According to KOSDAQ disclosure regulations, contracts involving stock transfers that result in a change of the largest shareholder (including reservation of sale, etc.), or contracts aimed at changes in management rights such as appointment or dismissal of executives, amendments to articles of incorporation, or contracts with equivalent content, must be reported including details about the stock transferee or management rights transferee as specified by detailed rules.
Regarding this, a Korea Exchange official stated, “We are currently verifying the facts related to the contract with BioOn,” and added, “If the contract and special agreements are confirmed, we will take measures regarding BioOn’s delayed disclosure.”
Meanwhile, BioOn representatives did not respond to inquiries about this matter.
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