[Edaily Reporter Lim Jeong-yeo ] It has been known since last April that Shaperon Inc. ( Shaperon Inc.(378800)), a developer of new drugs for immune and inflammatory diseases, has been seeking merger and acquisition (M&A) targets. At the time, Shaperon Inc. issued 8.6 billion won worth of convertible bonds (CBs) and explicitly stated that it would use about half of the funds raised to acquire securities in other companies.

Shaperon Inc. has selected beauty device company NezTech as its M&A target. Shaperon Inc. has decided to acquire the 60% stake in NezTech held by CEO Jeon Sang-yeon for 3.7 billion won. Under the agreed structure, CEO Jeon will retain the remaining 40% stake and continue to manage the company as co-CEO, paving the way for long-term mutual growth.

Kim Do-hyung, Chief Financial Officer (CFO) of Shaperon Inc., said, “During the review of multiple candidates, we proceeded with this deal because NezTech’s direct-to-consumer (D2C) capabilities and potential synergies with Shaperon Inc. were the best fit,” adding, “We conducted negotiations based on the valuation provided by an external appraisal firm.”

“Legal Loss Issue Successfully Overcome”

Shaperon Inc. recently announced in a regulatory filing that it would acquire the 60% stake (60,000 shares) in NezTech held by the former CEO for 3.7 billion won. The transaction is structured as a lump-sum cash payment due on July 1.

Previously, in April, Shaperon Inc. announced that it had secured 8.6 billion won through the issuance of convertible bonds (CBs) and would allocate 4.3 billion won each to working capital and the acquisition of securities in other companies. Investors in Shaperon Inc.’s convertible bonds include: △GVA Asset Management △Life Asset Management △Gian Asset Management △IPM Asset Management △NH Hedge Asset Management △Broadhigh Asset Management △UNICK CORPORATION Asset Management △Roadstone Private Equity (PE) △MIRAE ASSET SECURITIES(006800) △DaishinSecurities(003540). The conversion price is 1,685 won.

This acquisition of NezTech is interpreted as a direct response to the issue of operating losses before corporate tax deduction. After listing on KOSDAQ under the technology exemption in 2023, three years had passed, and as of last December, the grace period for designation as a managed stock due to operating losses before corporate tax deduction had ended. Under KOSDAQ listing regulations, a company is designated as a “monitored stock” if its pre-tax loss from continuing operations exceeds 50% of its equity capital on at least two occasions over the past three years. Companies listed under the technology exemption are granted a three-year grace period.

Shaperon Inc. recorded statutory net losses of 93.14% in 2024 and 62.75% in 2025. To avoid being designated as a monitored stock, the company must keep its statutory net loss below 50% this year.

Looking only at last year, Shaperon Inc.’s annual net loss was around 15.5 billion won, so the company needs to either reduce its losses or increase its capital this year. Assuming net losses continue at last year’s level, the company’s capital must exceed 31 billion won to resolve the statutory loss issue. As of the first quarter of this year, Shaperon Inc.’s statutory loss stood at 16.7%.

CFO Kim stated, “Since the U.S. Phase 2b clinical trial for Nugel—which was our largest source of R&D expenditure—concluded this year, R&D expenses will naturally decrease starting in the second half of the year,” adding, “We are also implementing a company-wide cost-efficiency program.”

He continued, “The acquisition of Niztech will add approximately 20 billion won in revenue and 2 billion won in net income to this year’s consolidated financial statements. NezTech’s contribution will expand starting next year, when overseas exports gain momentum,” he said. “Shaperon Inc. launched its cosmetics business last November with the sports cream ‘Bear Max’ and plans to expand into a basic skincare lineup in the second half of this year. We expect this expansion to accelerate further with the addition of NezTech’s D2C distribution and marketing capabilities.”

He continued, “The 16.7% legal loss in the first quarter is a figure prior to these effects being reflected,” adding, “We believe the legal loss issue is fully manageable.”

NeedsTech Posts 17 Billion Won in Sales in Domestic Market Alone… Set to Enter North American Market This Year

NeedsTech is a beauty device company founded by its former CEO in May 2023. Born in 1995, the former CEO founded NeedsTech at the age of 28, which is particularly noteworthy.

In 2023, the year of its founding, NezTech recorded sales of 5.2 billion won and a net profit of 700 million won. The company grew to 17.7 billion won in sales and 1.8 billion won in net profit in 2024. Last year, NezTech posted sales of 17 billion won but reported a net loss of 98 million won.

NizTech’s main products include the home healthcare brand Hugrap and the beauty brand Bude. In the domestic women’s home beauty DEVICE market, the company operates through a direct sales model centered on its own online store. As of last year, sales through its own online store accounted for 77.7% of total revenue; the company has no accumulated losses and maintains a virtually debt-free operation.

NizTech has established a business structure based on domestic and international OEM and ODM (Original Equipment Manufacturing and Original Design Manufacturing) without its own production facilities. To date, all revenue has been generated from the domestic market, and the company is set to begin its full-scale expansion into the North American and Greater China markets starting in 2026.

Shaperon Inc.’s U.S. subsidiary, Hudson Therapeutics, is expected to serve as the hub for NizTech’s entry into the U.S. market. The company anticipates generating revenue in North America as early as the second half of this year.

Furthermore, Shaperon Inc. plans to expand the GPCR19-based inflammation control technology and anti-inflammatory and anti-aging ingredient technologies it secured during the new drug R&D process into the functional cosmetics and beauty DEVICE sectors.

Nugel Technology Transfer Delayed by Three Years

At the time of its IPO, Shaperon Inc. had projected revenue from the technology transfer of Nusefin, a treatment for idiopathic pulmonary fibrosis, and Nugel, a treatment for atopic dermatitis. However, the expected domestic technology transfer fell through, resulting in a discrepancy from the original projections.

Shaperon Inc. had projected that the technology transfers of Nusefin and Nugel would lead to revenue of 17.1 billion won in 2023, 14.9 billion won in 2024, and 49.2 billion won last year, along with an operating profit of 32.0 billion won, marking a return to profitability. In reality, however, annual revenue amounted to only 200 million won due to the failure to secure these technology transfers. Last year, Shaperon Inc. reported revenue of 2억 won, an operating loss of 158억 won, and a net loss of 155억 won.

Nugel is currently undergoing a Phase 2b clinical trial approved by the U.S. Food and Drug Administration (FDA). The Phase 2b trial is scheduled to conclude in the second half of this year. In addition, Shaperon Inc. is developing innovative new drugs such as Nuserin, an Alzheimer’s treatment, and Papiliximab, an immuno-oncology drug.

CFO Kim stated, “The announcement of the Nugel clinical trial results is imminent, and based on these results, we expect to improve our bottom line by actively pursuing technology transfer discussions.”

Meanwhile, Shaperon Inc. has conducted three rounds of external fundraising since its IPO. In June 2024, Shaperon Inc. raised 12.2 billion won through a public offering. Subsequently, in November of last year, it raised 25 billion won through a rights offering. Shaperon Inc. secured an additional 8.6 billion won last April through the issuance of convertible bonds (CBs).

As of the end of March, Shaperon Inc. had 21 billion won in cash. When the convertible bonds issued in April are added to this amount, it is estimated that the company has approximately 26 billion won in cash remaining, even after accounting for the recent acquisition of NezTech. Shaperon Inc. has indicated that it intends to pursue strategic M&A opportunities in the future.