HENNGE's board resolved on 2 October 2026 to issue 1.1mn new shares in a public offering, to be underwritten in full by Mizuho Securities, the lead underwriter. The cloud-security company said the aim is partly to meet the Tokyo Stock Exchange Prime Market's net-assets standard of ¥5bn or more, which it does not currently meet.
Which shares fund the company
Only the new-share issues bring money to HENNGE. Net proceeds from the public offering and the third-party allotment to Mizuho are capped at ¥2.36bn combined. The release says the money will go to advertising for HENNGE One and brand-building (¥1.035bn by the year to September 2027 and ¥1.011bn by the year to September 2028) and to hiring (¥317mn by the year to September 2027). Any remainder goes to working capital.
The 1.38mn-share underwritten sale is separate. Its sellers are the president (715,000 shares) and two other shareholders (349,000 and 316,000), and the money goes to them.
The over-allotment layer
Mizuho may also sell up to 372,000 shares borrowed from shareholders if demand is strong. HENNGE has resolved a matching third-party allotment of up to 372,000 new shares to Mizuho, payable on 11 November. The number can shrink, or the issue may not happen at all. Mizuho can buy shares in the market until 6 November to return the borrowed stock. Shares outstanding were 32,500,600 as of 30 September 2026, would be 33,600,600 after the public offering and 33,972,600 if the allotment is fully taken up.
Prime transfer
The exchange has approved the move from Growth to Prime, but the transfer is not yet complete. Pricing falls between 13 and 15 October, with a provisional range of 0.90 to 1.00 times that day's closing price. The release does not say how far net assets fall short of ¥5bn.