UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2026
Commission
File Number: 001-42781
rYojbaba
Co., Ltd.
4-3-1,
Ohashi, Minami-Ku
Fukuoka-Shi,
Fukuoka, 815-0033, Japan
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
October 14, 2026, the Board of Directors of rYojbaba Co., Ltd. (the “Company”) resolved to issue 346,500 stock acquisition
rights (the “Stock Acquisition Rights”) as paid stock options to VITA HEALTH PTE. LTD., a company incorporated in
Singapore (the “Allottee”). The Company gave public notice of the resolution pursuant to Article 240, paragraphs (2)
and (3) of the Companies Act of Japan, which was published on the Company’s website on October 14, 2026. The Stock Acquisition
Rights are scheduled to be allotted on October 30, 2026.
To
the Company’s knowledge, the Allottee has no existing capital relationship with the Company, and neither the Company nor any of
its officers or directors owns or controls the Allottee. The Stock Acquisition Rights will be issued pursuant to a subscription agreement
between the Company and the Allottee, which has not yet been executed and which is expected to be consistent with the terms described
in the Company’s public notice referred to below.
The
subscription price for the Stock Acquisition Rights is $0.0080 per Stock Acquisition Right, or $2,772.00 in the aggregate, which is equal
to the fair value of the Stock Acquisition Rights as calculated by a third-party valuation firm. Each Stock Acquisition Right entitles
the holder to acquire one share of the Company’s common stock at an exercise price of $3.50 per share, subject to adjustment. If
all 346,500 Stock Acquisition Rights become exercisable and are exercised, the aggregate exercise proceeds to the Company would be $1,212,750,
subject to applicable adjustments. The issuance of the Stock Acquisition Rights will not result in significant immediate cash proceeds
to the Company, and there can be no assurance that the exercise conditions described below will be satisfied or that any Stock Acquisition
Rights will be exercised.
The
Stock Acquisition Rights may be exercised during the period from January 1, 2027 through December 31, 2028, but only if the holder has
brought to the Company’s consolidated group, through the holder’s introduction, intermediation or other involvement, cumulative
“Contribution Profit” of at least JPY 100,000,000 (approximately US$631,000, based on an exchange rate of JPY 158.41 per
US$1.00 as of October 14, 2026) during the period from the allotment date through December 31, 2028. “Contribution Profit”
generally means net sales directly brought to the Company’s consolidated group as a result of the holder’s introduction,
intermediation or other involvement, less expenses directly incurred to obtain such sales, calculated in accordance with the Company’s
management accounting rules. The Company’s Board of Directors will determine the amount of Contribution Profit and whether the
exercise condition has been satisfied, based on the Company’s management accounting records. The Stock Acquisition Rights may not
be transferred without the approval of the Company’s Board of Directors, and the Company may acquire them without consideration
if the holder becomes unable to exercise them under the exercise conditions, among other circumstances.
The
foregoing description is a summary only and is qualified in its entirety by reference to the English translation of the Company’s
Public Notice of Board Resolution on Subscription Terms of Stock Acquisition Rights, dated October 14, 2026, furnished as Exhibit 99.1
to this Report on Form 6-K. The English translation is provided for reference; the Japanese-language original remains authoritative.
This
Report on Form 6-K and the information contained herein shall be deemed to be furnished and not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and shall not be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
EXHIBIT
INDEX
| Exhibit |
|
Description |
| 99.1 |
|
English translation of Public Notice of Board Resolution on Subscription Terms of Stock Acquisition Rights, dated October 14, 2026 (English Translation) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
rYojbaba
Co., Ltd. |
| |
|
|
| Date:
October 15, 2026 |
By: |
/s/
Ryoji Baba |
| |
|
Ryoji
Baba |
| |
|
Chief
Executive Officer |
Exhibit 99.1
October 14, 2026
To Our Shareholders
4-3-1 Ohashi, Minami-ku, Fukuoka-shi, Fukuoka, Japan
rYojbaba Co., Ltd.
Ryoji Baba, Representative Director
Public Notice of Board Resolution on Subscription
Terms of Stock Acquisition Rights
At its meeting held on October 14, 2026, the Board
of Directors of the Company resolved to issue stock acquisition rights as paid stock options to external collaborators. The Company hereby
gives public notice thereof pursuant to Article 240, paragraphs (2) and (3) of the Companies Act.
Particulars
rYojbaba Co., Ltd.
Terms of Issue of the Third Series Stock Acquisition
Rights
1. Number of Stock Acquisition Rights
The number of Stock Acquisition Rights shall be 346,500.
2. Class and Number of Shares Underlying the Stock Acquisition Rights,
or Method of Calculation Thereof
The class and number of shares underlying each Stock
Acquisition Right shall be one (1) share of common stock of the Company. However, if the Company effects a share split or share consolidation
of its common stock, the number of shares underlying each Stock Acquisition Right shall be adjusted in accordance with the following formula,
and any fraction of less than one (1) share resulting from such adjustment shall be rounded down.
Number of shares after adjustment = Number of shares
before adjustment × Ratio of split or consolidation
In addition, if the Company effects a merger, share
exchange or company split, or in any other case where an adjustment is deemed necessary, the Company shall make such adjustment to the
number of shares underlying each Stock Acquisition Right as it deems appropriate.
3. Amount to Be Paid in Exchange for the Stock Acquisition Rights
The amount of money to be paid in exchange for the
Stock Acquisition Rights shall be USD 0.0080 per Stock Acquisition Right (USD 2,772.00 in total). Such amount is equal to the fair value
calculated by Stock Option Advisory Service Co., Ltd., a third-party valuation firm.
4. Allotment Date of the Stock Acquisition Rights
October 30, 2026
5. Value of Property to Be Contributed upon Exercise of the Stock Acquisition
Rights
The property to be contributed upon exercise of the
Stock Acquisition Rights shall be money, and its value shall be USD 3.50 per share (the “Exercise Price”). The value of the
property to be contributed upon exercise of each Stock Acquisition Right shall be the amount obtained by multiplying the Exercise Price
by the number of shares underlying each Stock Acquisition Right.
If the Company effects a share split or share consolidation
of its common stock, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction of less than USD
0.01 resulting from such adjustment shall be rounded up.
| Exercise Price after adjustment = Exercise Price before adjustment × |
1
Ratio of split or consolidation |
In addition, if, after the allotment of the Stock
Acquisition Rights, the Company issues new shares of common stock or disposes of treasury shares of common stock at a price below the
market price, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction of less than USD 0.01 resulting
from such adjustment shall be rounded up.
Exercise Price after adjustment =
Exercise Price before adjustment × |
Number of outstanding
shares + (Number of newly issued shares × Amount paid in per share) ÷ Share price before new issuance
Number of outstanding shares + Number of newly issued
shares |
In the above calculation, “number of outstanding
shares” means the total number of issued shares of the Company less the number of treasury shares held by the Company. In the case
of a disposal of treasury shares, “number of newly issued shares” shall be read as “number of treasury shares to be
disposed of.”
Furthermore, if, after the allotment of the Stock
Acquisition Rights, the Company effects a merger, share exchange or company split, or in any other case where an adjustment is deemed
necessary, the Company shall make such adjustment to the Exercise Price as it deems appropriate.
6. Period During Which the Stock Acquisition Rights May Be Exercised
From January 1, 2027 to December 31, 2028
7. Matters Concerning Stated Capital and Capital Reserve to Be Increased
The amount of stated capital to be increased upon
the issuance of shares through the exercise of the Stock Acquisition Rights shall be the amount obtained by multiplying by 0.5 the maximum
amount of increase in stated capital, etc., calculated in Japanese yen in accordance with Article 17 of the Ordinance on Company Accounting,
with any fraction of less than one (1) yen resulting from the calculation rounded up. The amount of capital reserve to be increased shall
be the amount obtained by deducting the amount of stated capital to be increased from such maximum amount of increase in stated capital,
etc.
8. Restriction on Acquisition of the Stock Acquisition Rights by Transfer
Any acquisition of the Stock Acquisition Rights by
transfer shall require the approval of the Board of Directors by resolution.
9. Conditions for Exercise of the Stock Acquisition Rights
| (1) | A holder of the Stock Acquisition Rights (a “Holder”) may exercise the Stock Acquisition Rights
only if, during the period from the allotment date of the Stock Acquisition Rights to December 31, 2028, the Holder has brought to the
Company’s consolidated group, through introduction, intermediation or other involvement by the Holder, a cumulative Contribution
Profit (as defined in item (2) of this Article; the same applies hereinafter) of JPY 100,000,000 or more. |
| (2) | For purposes of item (1) of this Article, “Contribution Profit” means the amount obtained
by deducting, from the net sales directly brought to the Company’s consolidated group as a result of the Holder’s introduction,
intermediation or other involvement, the expenses directly incurred to obtain such sales (meaning cost of purchases, outsourcing costs,
sales commissions and other expenses individually corresponding to such sales), calculated in accordance with the Company’s management
accounting rules. |
| (3) | The calculation of the amount of Contribution Profit and the determination of whether the condition for
exercise set forth in item (1) of this Article has been satisfied shall be made by the Board of Directors of the Company based on the
Company’s management accounting records. |
| (4) | The Stock Acquisition Rights may not be exercised if such exercise would cause the total number of issued
shares of the Company to exceed the total number of authorized shares at that time. |
10. Grounds and Conditions for Acquisition of the Stock Acquisition
Rights by the Company
| (1) | If a merger (absorption-type or consolidation-type) in which the Company is the disappearing company,
an absorption-type or incorporation-type company split in which the Company is the splitting company, or a share exchange or share transfer
whereby the Company becomes a wholly owned subsidiary is approved at a general meeting of shareholders of the Company (or by resolution
of the Board of Directors where approval by a general meeting of shareholders is not required), the Company may acquire the Stock Acquisition
Rights without consideration. |
| (2) | If a Holder becomes unable to exercise all or part of the Stock Acquisition Rights pursuant to Item 9
(“Conditions for Exercise of the Stock Acquisition Rights”) above, the Company may acquire such Stock Acquisition Rights without
consideration. |
| (3) | If a Holder manifests an intention to waive, return or otherwise relinquish all or part of the Stock Acquisition
Rights, the Company may acquire such Stock Acquisition Rights without consideration. |
11. Treatment upon Organizational Restructuring
If the Company conducts a merger (limited to a merger
in which the Company is the disappearing company), an absorption-type company split, an incorporation-type company split, a share exchange
or a share transfer (collectively, an “Organizational Restructuring”), the Company shall deliver to each Holder of Stock Acquisition
Rights remaining immediately before the effective date of the Organizational Restructuring stock acquisition rights of the relevant stock
company listed in Article 236, paragraph (1), item (viii), (a) through (e) of the Companies Act (the “Restructured Company”),
in accordance with the conditions below; provided, however, that this shall apply only where the delivery of stock acquisition rights
of the Restructured Company in accordance with the conditions below is stipulated in the agreement or plan for the Organizational Restructuring.
| (1) | Number of stock acquisition rights of the Restructured Company to be delivered: the same number as the
number of Stock Acquisition Rights held by each Holder. |
| (2) | Class of shares of the Restructured Company underlying the stock acquisition rights: common stock of the
Restructured Company. |
| (3) | Number of shares of the Restructured Company underlying the stock acquisition rights: to be determined
in accordance with Item 2 (“Class and Number of Shares Underlying the Stock Acquisition Rights, or Method of Calculation Thereof”)
above, taking into consideration the terms and conditions of the Organizational Restructuring. |
| (4) | Value of property to be contributed upon exercise of the stock acquisition rights, or method of calculation
thereof: to be determined in accordance with Item 5 (“Value of Property to Be Contributed upon Exercise of the Stock Acquisition
Rights”) above, taking into consideration the terms and conditions of the Organizational Restructuring. |
| (5) | Period during which the stock acquisition rights may be exercised: from the later of the first day of
the exercise period set forth in Item 6 (“Period During Which the Stock Acquisition Rights May Be Exercised”) above and the
effective date of the Organizational Restructuring, until the last day of the exercise period set forth in Item 6 above. |
| (6) | Matters concerning stated capital and capital reserve to be increased: to be determined in accordance
with Item 7 (“Matters Concerning Stated Capital and Capital Reserve to Be Increased”) above. |
| (7) | Restriction on acquisition of the stock acquisition rights by transfer: to be determined in accordance
with Item 8 (“Restriction on Acquisition of the Stock Acquisition Rights by Transfer”) above. |
| (8) | Conditions for exercise of the stock acquisition rights: to be determined in accordance with Item 9 (“Conditions
for Exercise of the Stock Acquisition Rights”) above. |
| (9) | Other conditions shall be determined in accordance with the terms and conditions of the Organizational
Restructuring. |
12. Treatment of Fractions upon Exercise of the Stock Acquisition Rights
If a Holder exercises one or more Stock Acquisition
Rights, the number of shares to be delivered to such Holder upon such exercise shall be a whole number. Any portion of less than one (1)
share shall be rounded down, and no shares shall be allotted for such portion. No cash adjustment shall be made for such rounding down
of fractions.
13. Payment Date for the Stock Acquisition Rights
October 30, 2026
14. Non-Issuance of Stock Acquisition Right Certificates
The Company shall not issue stock acquisition right
certificates for the Stock Acquisition Rights.
15. Unit of Exercise of the Stock Acquisition Rights
The Stock Acquisition Rights shall be exercised in
units of one (1) Stock Acquisition Right, and no partial exercise of any single Stock Acquisition Right shall be permitted.
16. Exercise Requests and Method of Payment
When exercising the Stock Acquisition Rights, a Holder
shall submit to the reception office designated by the Company an exercise request form specifying the details and number of the Stock
Acquisition Rights to be exercised and the exercise date, and shall, on such exercise date, pay the full amount to be contributed upon
exercise, in U.S. dollars, at the payment handling place, such as a bank, designated by the Company. Remittance fees, intermediary bank
charges and any other costs required for such payment shall be borne by the Holder.
End
