1. Merger method

Alteogen Inc. to Absorb and Merge with Its Subsidiary, Alteogen Biologics Inc.
- Surviving Company: Alteogen Inc
- Dissolving Company: Alteogen Biologics Inc.

- Type of merger

Small-Scale Merger

2. Purpose of merger

Alteogen Inc. to Absorb and Merge with Its Subsidiary, Alteogen Biologics Inc.

The companies involved in the merger intend to proceed with the merger to strengthen financial stability, proactively mitigate business and financial risks, and improve operational efficiency by integrating their business capabilities and organizational structures.

Specifically, the merger aims to consolidate the currently overlapping or fragmented business functions of research and development and manufacturing (Alteogen Inc.) and clinical development, regulatory affairs, and marketing (Alteogen Biologics Inc.) into a single legal entity. Through this integration, the companies seek to establish a fully integrated biopharmaceutical company (FIBCO) business model spanning the entire value chain from drug discovery to commercialization. By eliminating duplicated costs and combining the capabilities of both companies, the merger is intended to enhance competitiveness across all aspects of the business.

3. Major impacts and effects of the merger

1. Effects on the Company's Management

Alteogen Inc., will be the surviving company, while Alteogen Biologics Inc., will be dissolved following the merger. The surviving company, Alteogen Inc., will succeed to all of the business operations of Alteogen Biologics Inc.

As of the filing date of the Major Report, the largest shareholder of the surviving company is Soon Jae Park, who holds 19.05% of its common shares. The largest shareholder of the company to be dissolved is Alteogen Inc., the surviving company, which holds 80.69% of its common shares. Upon completion of the merger, the largest shareholder's ownership stake in the surviving company is expected to change to 18.89% on a common-share basis. However, there will be no change in the identity of the largest shareholder. Following the merger, Alteogen Biologics Inc., the company to be dissolved, will be dissolved into Alteogen Inc., the surviving company, and will cease to exist as a separate legal entity.

2. Effects on the Company's Financial Position

Prior to the merger, Alteogen Biologics Inc. the company to be dissolved, was a consolidated subsidiary of Alteogen Inc., the surviving company. Accordingly, from a consolidated perspective, the absorption merger of the subsidiary is expected to have a limited impact on the surviving company as the controlling shareholder. As of the first half of 2026, Alteogen Biologics Inc., recorded revenue of KRW 20,487 million and net income of KRW 6,298 million. Upon completion of the merger, the non-controlling interest in the company to be dissolved, representing 19.31% of its common shares, will be attributable to the surviving company. This is expected to contribute to an increase in net income attributable to the owners of the surviving company. However, this expectation is based on the assumption that the future financial performance of the company to be dissolved   remains at its current level, and earnings may fluctuate depending on the progress of clinical trials and other development activities. In addition, the surviving company may experience certain adverse short-term financial effects, including actual cash outflows, depending on the extent to which dissenting shareholders exercise their appraisal rights.

Over the medium to long term, however, the merger is expected to strengthen financial stability and further improve cash-generating capacity by reducing duplicated expenses and administrative costs. More specifically, cost savings are expected through the elimination of overlapping functions distributed between the two companies, including research and development, clinical development, regulatory affairs (RA), marketing, and sales management, as well as through lower financing costs resulting from the credit profile of the integrated entity. Furthermore, once the Aflibercept biosimilar (ALT-L9) enters full-scale commercialization and overseas expansion of Tergase injection proceeds in parallel, the earnings contribution from the company to be dissolved is expected to increase further, potentially contributing to improved financial performance at the surviving company.

3. Effects on the Company's Business Operations

Upon completion of the merger, the clinical development, regulatory approval, business development, domestic and international marketing, and sales functions of the company to be dissolved, together with its independently developed retinal disease treatment pipeline, are expected to be integrated into Alteogen Inc., the surviving company. Prior to the merger, the surviving company focused on research and development and manufacturing, while the company to be dissolved was responsible for clinical development, regulatory approvals, and marketing. As these functions were operated through separate legal entities, the structure involved complexities in management, including product supply arrangements and the settlement of development costs between the two companies. This created risks of delayed decision-making and inefficient resource allocation in pursuing time-sensitive business initiatives, such as the commercialization of the Aflibercept biosimilar (ALT-L9) and the overseas expansion of Tergase injection. It also presented risks associated with securing funding for the independently developed pipeline.

Following the integration of the two companies through the merger, the entire business cycle—from research and development through clinical development, regulatory approval, manufacturing, marketing, and sales—will be managed within a single legal entity. This is expected to enable more effective management of product supply, financing for the development of new pipelines, and market responsiveness.

In addition, the merger is expected to improve operational efficiency and reduce costs. By combining the surviving company's research and development capabilities in platform technologies, including Hybrozyme, NexP, and NexMab, with the company to be dissolved's capabilities in global clinical development, regulatory affairs, and business development (BD), the integrated company is expected to strengthen its business competitiveness, including by expanding the commercialization of subsequent product pipelines.

Accordingly, the merger is expected to establish the foundation for an integrated business model spanning early-stage research, clinical development, manufacturing, and commercialization—a Fully Integrated Biopharmaceutical Company (FIBCO) model. By strengthening its ability to respond to licensing agreements with global pharmaceutical companies and expand the commercialization of its proprietary pipelines, the merger is expected to have a positive impact on the business operations of the integrated surviving company over the medium to long term.

4. Effects on Shareholder Value of the Companies Involved in the Merger

The companies involved in the merger have conducted a comprehensive review of various aspects of the transaction to protect the interests and shareholder value of both companies. With the protection of shareholder rights and interests as the highest priority, the merger consideration was determined fairly in accordance with the Financial Investment Services and Capital Markets Act and applicable regulations. This merger involves Alteogen Inc., a publicly listed company and the surviving company, and Alteogen Biologics Inc., an unlisted company and the company to be dissolved. The merger consideration for the surviving company was determined using the market price method based on its reference market price. For the company to be dissolved, the merger consideration was calculated using the intrinsic value method, under which asset value and earnings value were weighted at 40% and 60%, respectively. No additional discount or premium was applied to the resulting merger consideration.

Under the merger, holders of common shares of the company to be dissolved who are registered in its shareholder register as of the record date for the allocation of new merger shares are expected to receive 0.1679581 common shares of the surviving company for each common share of the company to be dissolved that they hold. However, no new merger shares will be allocated in respect of common shares of the company to be dissolved already held by the surviving company (cross-held shares, representing 62.89% of the total issued shares) or treasury shares that the company to be dissolved acquires as a result of the exercise of appraisal rights by shareholders opposing the merger.

The surviving company will issue a total of 600,477 new shares in connection with the merger, representing approximately 0.86% of its total issued shares. As a result, existing shareholders of the surviving company may experience some dilution in their ownership percentages due to the issuance of new merger shares. Nevertheless, the companies involved in the merger believe that integrating the entire business cycle—from research and clinical development through manufacturing and sales—will strengthen financial stability, proactively mitigate business and financial risks, and improve operational efficiency through business restructuring. These improvements are expected to have a positive impact on enhancing shareholder value in the surviving company.

4. Merger ratio

Alteogen Inc. : Alteogen Biologics Inc. = 1 : 0.1679581

- In the case of an extinctive merger with an SPAC

A multiple of the reference price on the listing date of the stocks given by merger compared to the closing price on the last trading day of the SPAC

-

5. Calculation basis for the merger ratio

Alteogen Inc., and Alteogen Biologics Inc., the parties to this merger, are affiliated companies. Alteogen Inc., is listed on the KOSDAQ market, whereas Alteogen Biologics Inc., is an unlisted company. Accordingly, pursuant to Article 165-4 of the Financial Investment Services and Capital Markets Act (the “FSCMA”), Article 176-5 of its Enforcement Decree, Article 5-13 of the Regulations on Issuance, Disclosure, etc. of Securities, and Articles 4 through 8 of the Enforcement Rules thereof, the merger consideration was determined based on the reference market price for the merging company (Alteogen Inc., a KOSDAQ-listed company) and the intrinsic value, calculated as (Asset Value × 1 + Earnings Value × 1.5) ÷ 2.5, for the company being merged (Alteogen Biologics Inc., an unlisted company).

A. Determination of the Merger Consideration for the Surviving Company, Alteogen Inc.

Pursuant to Article 176-5(1)(2)(a) of the Enforcement Decree of the FSCMA, the merger consideration for a listed company is, in principle, determined based on its reference market price. However, if the reference market price is lower than the company's asset value, the asset value may be used instead. In the case of Alteogen Inc., the reference market price was higher than its asset value; therefore, the reference market price was used to determine the merger consideration.

In accordance with Article 176-5(1)(1) of the Enforcement Decree of the FSCMA, the reference market price of Alteogen Inc. was calculated as the arithmetic average of the following three prices: the volume-weighted average closing price for the most recent one-month period, the volume-weighted average closing price for the most recent one-week period, and the closing price on the most recent trading day. The base date for this calculation was October 5, 2026, the day immediately preceding the earlier of the date of the Board of Directors' resolution approving the merger (October 6, 2026) and the date of execution of the merger agreement (October 7, 2026). No premium or discount was applied to the resulting arithmetic average when determining the merger consideration.

-      Volume-weighted average closing price for the most recent one-month period (September 6, 2026 – October 5, 2026): KRW 265,596

-      Volume-weighted average closing price for the most recent one-week period (September 29, 2026 – October 5, 2026): KRW 258,939

-      Closing price on the most recent trading day (October 2, 2026): KRW 259,500

-      Reference market price (arithmetic average): KRW 261,345

-      Merger consideration: KRW 261,345 per share

B. Determination of the Merger Consideration for the Company to Be Dissolved, Alteogen Biologics Inc.

Pursuant to Article 176-5 of the Enforcement Decree of the FSCMA, Article 5-13 of the Regulations on Issuance, Disclosure, etc. of Securities, and Articles 4 through 8 of the Enforcement Rules thereof, the merger consideration for Alteogen Biologics Inc., an unlisted company, was determined based on its intrinsic value, calculated as the weighted arithmetic average of its asset value and earnings value using weighting factors of 1 and 1.5, respectively.

-      Intrinsic value [(A × 1 + B × 1.5) ÷ 2.5]: KRW 43,895 per share

A. Asset value: KRW 8,119 per share

B. Earnings value: KRW 67,746 per share

-  Merger consideration: KRW 43,895 per share

C. Calculation Results

As described above, for the absorption merger of the company being merged into the merging company, the evaluated values per common share of the two companies, which serve as the basis for determining the merger ratio, were calculated as KRW 261,345 for the merging company, Alteogen Inc. and KRW 43,895 for the company being merged, Alteogen Biologics Inc.

Accordingly, the merger ratio was determined to be 1:0.1679581 (Alteogen Inc..: Alteogen Biologics Inc.).

For further details regarding the merger consideration and merger ratio, please refer to the appraisal opinion issued by the external appraisal institution, which is attached to this disclosure.

- Enterprise Value

Surviving company (KRW)

18,204,020,733,885

Dissolving company (KRW)

422,937,894,110

6. Matters related to external evaluation

Whether external valuation was conducted

Yes

- Basis and reasons

Pursuant to Article 176-5(8)(2)(a) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, when a publicly listed company merges with an affiliated unlisted company and the listed company uses the merger consideration calculated in accordance with Article 176-5(1)(2)(b) of the same Enforcement Decree, an external appraisal of the appropriateness of the merger consideration is required. Accordingly, an external appraisal was conducted to assess the appropriateness of the merger consideration.

External evaluator’s name

Ichon Accounting Corporation

Period of external valuation

2026.09.03-2026.10.06

Opinion of external valuation

The undersigned appraiser reviewed the appropriateness of the merger ratio in connection with the merger between Alteogen Inc., a publicly listed company (hereinafter referred to as the “Merging Company”), and Alteogen Biologics Inc., an unlisted company (hereinafter referred to as the “Company Being Merged”).

This opinion has been prepared for use as an attachment to the relevant filing to be submitted by the Merging Company in accordance with the provisions of the FSCMA in connection with the aforementioned merger. Accordingly, the appraiser's review findings regarding the appropriateness of the merger ratio may not be used for any purpose other than that expressly stated in this report, and no person other than those specified herein may use this report for any purpose. In conducting this engagement, the appraiser reviewed the appropriateness of the merger ratio in accordance with applicable laws and regulations.

The appraiser examined whether the merger ratio proposed by the companies involved in the merger had been calculated in accordance with the methods for determining merger consideration prescribed under Article 176-5 of the Enforcement Decree of the FSCMA, Article 5-13 of the Regulations on Issuance, Disclosure, etc. of Securities, and Articles 4 through 8 of the Enforcement Rules thereof. For this purpose, the appraiser reviewed the following materials: The audited financial statements and stock price data of the Merging Company for the fiscal year ended December 31, 2025, prepared in accordance with Korean International Financial Reporting Standards (K-IFRS). The unaudited financial statements of the Company Being Merged, converted to K-IFRS from its audited financial statements prepared in accordance with Korean Generally Accepted Accounting Principles (K-GAAP) for the fiscal year ended December 31, 2025. The business plans of the Company Being Merged covering the 20-year period from 2026 through 2045. Business reports and other relevant information of publicly listed companies classified in the same detailed industry category as the Company Being Merged under the Korea Exchange's industry classification system (hereinafter referred to as the “Comparable Companies”).

In conducting this review, the appraiser complied with the Guidelines for External Appraisal Services issued by the Financial Supervisory Service in June 2009 and the Standards for Performing External Appraisal Services under the Capital Markets Act issued by the Korean Institute of Certified Public Accountants in November 2024. The appraiser also complied with applicable ethical requirements, including the independence and objectivity requirements under the Code of Ethics for Certified Public Accountants.

Based on the appraisal results, the appraised values per share serving as the basis for determining the merger ratio were KRW 261,345 for Alteogen Inc. and KRW 39,907–47,403 for Alteogen Biologics Inc., respectively, with a par value of KRW 500 per share for each company. Accordingly, the appraised merger ratio between Alteogen Inc. and Alteogen Biologics Inc. ranged from 1:0.1526985 to 1:0.1813809. Therefore, the merger ratio of 1:0.1679581 agreed upon by the companies involved in the merger was deemed appropriate.

Based on the appraiser's review, no matters were identified that would indicate that the merger ratio had been calculated in violation, in any material respect, of the methods for determining merger consideration prescribed under Article 176-5 of the Enforcement Decree of the FSCMA, Article 5-13 of the Regulations on Issuance, Disclosure, etc. of Securities, or Articles 4 through 8 of the Enforcement Rules thereof.

7. Class and number of new shares to be distributed following merger

Common stock

600,477

Class shares

-

8. Merger counterparty

Company name

ALTEOGEN BIOLOGICS, INC.

Main business

Development of biopharmaceuticals and pharmaceutical product sales

Relationship to company

Subsidiary company

Financial details in the latest fiscal year (KRW)

Total assets

88,971,988,092

Issued capital

4,817,609,000

Total liabilities

61,885,696,756

Sales

8,312,613,191

Total equity

27,086,291,336

Profit

23,398,449,406

- Whether external audit was conducted

Name of institution

Samil Accounting
Corporation

Audit opinion

Appropriate

- In the case of an extinctive merger with an SPAC

CEO

-

Establishment date

-

Location of head office:

-

Scheduled date of submission of registration statement

-

9. New company to be established by the merger

Company name

-

Financial details at the time of establishment (KRW)

Total assets

-

Total liabilities

-

Total equity

-

Issued capital

-

-

As of now

Sales of newly established business division for the latest fiscal year (KRW)

-

Main business

-

Whether applied for re-listing

N/A

10. Merger schedule

Date of merger contract

2026.10.07

Record date for determining eligible shareholders

2026.10.21

Shareholders’ register closure period

Start date

-

End date

-

Filing period for opposition to merger

Start date

2026.10.21

End date

2026.11.04

Scheduled date of general shareholders’ meeting

-

Exercise period of the appraisal rights

Start date

-

End date

-

Period for submission of old share certificates

Start date

-

End date

-

Scheduled period for suspending trading

Start date

-

End date

-

Creditor objection submission period

Start date

2026.11.27

End date

2026.12.28

Merger date

2026.12.29

Date of shareholders' meeting to report the completion

2026.12.29

scheduled registration date for merger

2026.12.30

Scheduled delivery date of new share certificates

-

Scheduled listing date of new shares

2027.01.25

11. Whether deemed a backdoor listing

No

12. Whether satisfying backdoor listing requirements by other corporations

N/A

13. Matters related to the appraisal rights

Terms and conditions for exercise

As this merger will be conducted under the small-scale merger procedure, shareholders will not be granted appraisal rights pursuant to Article 527-3 of the Korean Commercial Act.

Estimated purchase price

-

Exercise procedure, method, period, and location

-

Payment schedule and method

-

Restrictions on appraisal rights

-

Effects on contract

-

14. Board resolution date (decision date)

2026.10.06

- Attendance of independent(outside) directors

Present (No.)

4

Absent (No.)

0

- Attendance of auditors (members of Audit Committee who are not independent(outside) directors)

-

15. Whether signed a put option contact, etc.

No

- Contract details

-

16. Whether subject to file securities registration statement

Yes

- Reasons for exemption from filing securities registration statement, if exempted

-

Article 12 (Conditions Precedent)

The obligations of the Merging Companies to consummate the Merger pursuant to this Agreement shall be subject to the satisfaction of each of the following conditions on or before the Merger Date:

(1) This Agreement and the Merger shall have been duly approved by the board of directors and/or the shareholders' meeting of each of the Surviving Company and the Dissolving Company. If approval by a class meeting of the Dissolving Company is required under applicable laws and regulations, such approval shall also have been duly obtained.

(2) All material domestic and foreign governmental approvals, authorizations and notification procedures necessary for the Merger, including the acceptance of any required domestic or foreign business combination filings (collectively, the "Governmental Approvals for the Merger"), shall have been completed.

(3) No enactment or amendment of any law or regulation, order of any governmental authority, or decision or judgment of any court that prohibits or materially restricts the consummation of the Merger shall have occurred or been issued after the date of this Agreement.

Article 15 (Amendment and Termination of the Agreement)

(1) At any time after the execution of this Agreement and until the Merger Date (or, if the Merger Date is changed pursuant to the proviso to Article 6, such changed Merger Date), the Merging Companies may terminate this Agreement by mutual written agreement.

(2) If any event or circumstance rendering the Small-Scale Merger unavailable (a "Disqualifying Event for the Small-Scale Merger") occurs, the Surviving Company may terminate this Agreement by giving written notice to the Dissolving Company within two (2) weeks from the expiration of the period for objecting to the Small-Scale Merger (the "Small-Scale Merger Objection Deadline"). Provided, however, that this right of termination shall not apply if the Surviving Company elects to proceed with the Merger as a general merger pursuant to the proviso to Article 5(1) of this Agreement and has notified the Dissolving Company of such election in writing.

(3) If any of the following events occurs in connection with the Merger, the Merging Companies may, by mutual written agreement, terminate this Agreement or amend the terms and conditions of the Merger:

1. Where the Surviving Company proceeds with the Merger as a general merger pursuant to the proviso to Article 5(1), and the aggregate of the number of shares in respect of which the shareholders of the Surviving Company exercise their appraisal rights multiplied by the expected purchase price per share exceeds KRW 200 billion.

2. Where the aggregate of the number of shares in respect of which the shareholders of the Dissolving Company exercise their appraisal rights multiplied by the expected purchase price per share exceeds KRW 30 billion.

(4) In the event of a natural disaster or any other cause resulting in any material change in the assets, liabilities or business condition of either of the Merging Companies that could not have been anticipated as of the date of execution of this Agreement, the occurrence or discovery of any material defect or deficiency, or any other material change in circumstances relating to the Merger, the Merging Companies may amend the terms and conditions of the Merger by mutual written agreement or terminate this Agreement by written notice.

(5) If any Governmental Approval for the Merger is finally denied, either Merging Company may terminate this Agreement by giving written notice to the other Merging Company.

(6) If any representation or warranty made by either Merging Company (the "Breaching Party") under this Agreement is inaccurate or untrue, and such inaccuracy or untruth has resulted in, or would reasonably be expected to result in, a Material Adverse Effect, or if the Breaching Party materially breaches any covenant or other obligation under this Agreement and fails to cure such breach within [seven (7)] Business Days after receiving written notice demanding cure from the other Merging Company (the "Non-Breaching Party") (provided that such cure period shall apply only where the relevant breach is capable of being cured), the Non-Breaching Party may terminate this Agreement by giving written notice to the Breaching Party.