[Edaily Reporter KIM SAE-MI ] AprilBio Co.,Ltd.’s largest shareholder has changed from CEO Cha Sang-hoon and two others to IM CO., LTD—an investment vehicle (SPC) affiliated with IMM—and two others. Under a joint investment agreement, actual management control will be exercised by TKG Huchems.

AprilBio Co.,Ltd.(397030)The company announced on the 23rd that the change in the largest shareholder occurred following the completion of CEO Cha’s stock transfer and the payment for the third-party private placement. This announcement follows the payment made the previous day for the third-party private placement, totaling 346.8 billion won.

The combined shareholding of IMM CO., LTD No. 8—the new largest shareholder—and two related parties totals 5,981,862 shares, representing 19.22% of the issued shares with voting rights. IMM Healthcare Fund No. 8 holds 3,085,998 shares (9.92% stake), IMM Scale-Up Bio Fund No. 1 holds 2,779,458 shares (8.93%), and IMM Startup Venture Fund No. 2 holds 116,406 shares (0.37%).

CEO Cha, the former largest shareholder, transferred 1,770,000 shares, reducing his stake from 4,425,000 shares (18.90%) to 2,655,000 shares (8.53%). The number of issued shares with voting rights increased from 23,413,826 to 31,117,877.

The three IMM investment vehicles invested a total of 255 billion won to acquire the shares. Of this amount, 167 billion won came from their own funds, and 88 billion won was borrowed.

IMM Healthcare Fund No. 8 raised 102 billion won from its own funds out of a total of 150 billion won and borrowed the remaining 48 billion won from T. K. CORPORATION. The loan term is three months, starting from the payment date on the 23rd. IM CO., LTD. Scale-Up Bio Fund No. 1 raised 60 billion won from its own funds and 40 billion won through a loan from Shinhan Investment Securities out of a total of 100 billion won. The loan term is five years. Both investment funds plan to establish security interests over their held shares and securities accounts.

In its regulatory filing, IMM stated that the purpose of the share acquisition was “pure investment” and announced that it has no plans to appoint or dismiss executives following the acquisition. Management control will be exercised by TKG Huchems in accordance with the joint investment agreement. According to the previously disclosed management control change agreement, TKG has the right to nominate three of the five members of AprilBio Co.,Ltd.’s board of directors.

The 8,926,305 new shares to be issued through this third-party private placement are scheduled to be subject to a one-year lock-up period. Of these, 1,222,254 shares are non-voting convertible preferred shares (CPS). The 1,770,000 shares acquired through a stock sale from CEO Cha are exempt from the mandatory holding requirement in accordance with KOSDAQ listing regulations.

An AprilBio Co.,Ltd. official stated, “Following the change in the largest shareholder, management control will be exercised by TKG Huchems in accordance with the joint investment agreement,” adding, “Please refer to the disclosure regarding the signing of the agreement concerning the change in management control.”