Micware Co (MWC) Registration filing summary

Offering details and pricing

• 3,750,000 American Depositary Shares (ADSs), each representing one ordinary share, are being offered, with an additional 562,500 ADSs available under a 15% over-allotment option for the underwriter.

• The ADSs are approved for listing on the Nasdaq Global Select Market, and the offering is managed by A.G.P./Alliance Global Partners as the sole underwriter.

• The underwriting discount is 7% of gross proceeds, with a 1% non-accountable expense allowance and up to $230,000 in accountable expenses.

• The offering price per ADS and final proceeds to the company will be set prior to closing.

Use of proceeds and capital allocation

• Net proceeds from the offering will be applied in a manner consistent with the use described in the registration statement and prospectus.

Risk factors and disclosures

• The company and depositary are not liable for actions beyond their control, including regulatory changes, force majeure, or failures by third parties.

• The depositary may refuse deposits or transfers to comply with laws or regulations, and may require proof of compliance with Japanese foreign investment laws (FEFTA) for certain transactions.

• Owners of ADSs are responsible for taxes and governmental charges related to their holdings.

• The company and depositary disclaim fiduciary duties to ADS holders.