Small-Scale Merger

SCAI Therapeutics Co., Ltd. (“SCAI Therapeutics”) resolved at its Board of Directors meeting held on October 29, 2024, to conduct a merger (the “Merger”) whereby it will absorb A-STIN Co., Ltd. (“A-STIN”). Accordingly, SCAI Therapeutics and A-STIN entered into a merger agreement on November 1, 2024.

This Merger qualifies as a small-scale merger under Article 527-3 of the Korean Commercial Act, and therefore the approval of the shareholders’ meeting will be substituted by a resolution of the Board of Directors. Pursuant to Article 527-3 of the Korean Commercial Act, the details of the Merger are hereby announced as follows.

Details of the Merger

1. Method of Merger:
   SCAI Therapeutics Co., Ltd. will absorb A-STIN Co., Ltd.

2. Merger Ratio:
   1 : 10

3. Details of the Dissolving Company:
   a. Name: A-STIN Co., Ltd.
   b. Head Office: 167-6, Techno 2-ro, Yuseong-gu, Daejeon, Republic of Korea (Yongsan-dong)

4. Effective Date of the Merger:
   December 31, 2024

5. Approval Procedure:
   The Merger will be approved by the Board of Directors without convening a shareholders’ meeting, in accordance with Article 527-3 of the Korean Commercial Act.

6. Notice on Exercise of Objection Rights:
   a. Procedure:
   Shareholders registered in the shareholders’ register of SCAI Therapeutics as of November 13, 2024, who object to the implementation of the Merger as a small-scale merger, may submit a written notice of objection using the prescribed form.
   b. Period:
   From November 14, 2024 to November 28, 2024
   c. Submission Method and Place:
   Submit the completed objection notice to the Management & Administration Department of SCAI Therapeutics by November 28, 2024.
   Address: Room A107, 17 Techno 4-ro, Yuseong-gu, Daejeon, Republic of Korea
   Tel: +82-42-867-0621
   d. Appraisal Rights:
   In accordance with Article 527-3 of the Korean Commercial Act, no appraisal rights shall be granted to shareholders in connection with this small-scale merger.
   e. Additional Note:
   If shareholders holding 20% or more of the total issued and outstanding shares notify their objection to the small-scale merger, the merger must be approved at a shareholders’ meeting pursuant to Article 527-3 of the Korean Commercial Act.

November 14, 2024
SCAI Therapeutics Co., Ltd.
Chief Executive Officer: Chul hwan Kim