V-cube, Inc. is repaying ¥1.1bn in bank borrowings this month by selling 24 new preferred shares to a single buyer, and those shares carry the same voting weight as ordinary stock, not the limited say typical of Japanese preferred issues.
The Tokyo-listed video-collaboration software company's board resolved on July 14, 2026, to allot the shares to AVA3 HD Co., Ltd. through a third-party placement. An extraordinary shareholders' meeting held the same day passed the special resolution needed to approve the deal. Payment for the new shares is due July 15, 2026.
| Term | Detail |
|---|---|
| Allottee | AVA3 HD Co., Ltd. |
| Shares issued | 24 Class V preferred shares |
| Issue price per share | ¥46mn |
| Total issue value | ¥1.104bn |
| Net proceeds | ¥1.1bn (after ¥4mn in issuance costs) |
| Use of proceeds | Full repayment of borrowings by end of July 2026 |
| Payment (issue) date | July 15, 2026 (scheduled) |
| Voting rights | Full voting rights on all shareholders' meeting matters |
Each of the 24 Class V preferred shares is priced at ¥46mn, bringing the total issue value to ¥1.104bn. After ¥4mn in issuance costs, V-cube nets ¥1.1bn, and the filing states the entire amount goes toward repaying outstanding borrowings by the end of July. Of the issue proceeds, ¥552mn will be booked as capital and an equal amount as capital reserves.
The unusual part is what AVA3 HD gets in return. Class V preferred shareholders can vote on every matter put to a general shareholders' meeting, the same as common shareholders, and V-cube says it will not convene separate class-shareholder votes for new share issuances, mergers or other matters unless the law demands one. That puts AVA3 HD's new stake inside the same voting pool as everyone else's, without the usual carve-outs that keep preferred stock's influence in check.
The shares also carry a transfer restriction that bends in one direction. Selling a Class V share normally needs board approval, but if a share changes hands because a security interest over it is enforced, the transfer to the secured creditor, its affiliate, or a party the creditor names counts as approved automatically. The filing does not say whether any of the 24 new shares are pledged as collateral, only that the mechanism is written into the terms.
There is an older, larger batch of Class V preferred shares already on V-cube's books. A share consolidation effective July 3, 2026, folded 6,469,357 of those shares into one, and the filing adjusts their liquidation-priority payout accordingly, from ¥7.1 per share to about ¥45.9mn per share. It does not explain why that earlier stock was consolidated so heavily just before the new placement, or how many shares existed before the swap.
What the filing does not answer is how much of V-cube's total voting power AVA3 HD now controls, or what relationship, if any, the two companies have. Those are the numbers a shareholder would want before the next annual meeting.