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Share Issuance and Disposal130AVeritas In Silico Inc.Pharmaceuticals

Notice of the Issuance by Third-Party Allotment of the 5th Series (with Exercise Price Adjustment Clause) and 6th through 9th Series Stock Acquisition Rights (Target Issue), and the Execution of a Stock Acquisition Rights Purchase Agreement

Veritas In Silico Inc. resolved to issue the Fifth through Ninth Series of stock acquisition rights through a third-party allotment, with LCAO, MAP246 and BEMAP as the subscribers. The exercise price for the Fifth Series will be adjusted in line with the share price, while the Sixth through Ninth Series are structured so that the exercise price may also be adjusted at the discretion of the Board of Directors.

Worth reading
90Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
55.49
Dilution rate (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance through a third-party allotment of the Fifth Series of stock acquisition rights (with an exercise price adjustment clause) and the Sixth through Ninth Series (with a Target Issue and adjustment option).

Who receives how much

Fifth Series: 3,000,000 potential shares; Sixth Series: 200,000 shares; Seventh Series: 200,000 shares; Eighth Series: 100,000 shares; Ninth Series: 100,000 shares; Total: 3,600,000 shares

Long Corridor Alpha Opportunities Master Fund(LCAO)Fifth Series: 2,220,000 shares; Sixth Series: 148,000 shares; Seventh Series: 148,000 shares; Eighth Series: 74,000 shares; Ninth Series: 74,000 shares
MAP246 Segregated PortfolioFifth Series: 240,000 shares; Sixth Series: 16,000 shares; Seventh Series: 16,000 shares; Eighth Series: 8,000 shares; Ninth Series: 8,000 shares
BEMAP Master Fund Ltd.Fifth Series: 540,000 shares; Sixth Series: 36,000 shares; Seventh Series: 36,000 shares; Eighth Series: 18,000 shares; Ninth Series: 18,000 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

Fifth Series: ¥85 per right; Sixth Series: ¥52 per right; Seventh Series: ¥39 per right; Eighth Series: ¥35 per right; Ninth Series: ¥34 per right
Total issue value

¥2,801,000 (Fifth Series: ¥2,550,000; Sixth Series: ¥104,000; Seventh Series: ¥78,000; Eighth Series: ¥35,000; Ninth Series: ¥34,000)

Amount of funds to be raised
Total amount to be paid in: ¥1,785,801,000 (payment for the stock acquisition rights: ¥2,801,000; payment upon exercise: ¥1,783,000,000); estimated net proceeds: ¥1,773,901,500
Estimated issuance expenses
¥11,899,500
Specific use of funds
Development research expenses, including animal studies and investigator-initiated clinical trials, for drug discovery research relating to the Company's pipelineAmount Approximately ¥1,773 million / Scheduled timing of expenditures From January 2027 through December 2029
Existing Shares and Increase
+55.49%Rate of increase
6,487,114 shares10,087,114Shares

55.49% (55.53% on a voting rights basis)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
Fifth Series: initial exercise price of ¥426, adjusted to 90% of the closing price on the adjustment reference date, with a floor of ¥213. Sixth Series: ¥600; Seventh Series: ¥800; Eighth Series: ¥1,000; Ninth Series: ¥1,250. An adjustment option may be added to the Sixth through Ninth Series by resolution of the Board of Directors, with a minimum exercise price of ¥213.
Exercise period
From 30 October 2026 through 29 October 2029 (if the final day is not a trading day, the preceding trading day)
Number of Stock Acquisition Rights
Total of 36,000 rights (Fifth Series: 30,000; Sixth Series: 2,000; Seventh Series: 2,000; Eighth Series: 1,000; Ninth Series: 1,000). Unexercised balance: Not disclosed.
Reason for acquisition without consideration
If the Board of Directors resolves to acquire them, all or part of the rights may be acquired at an amount equal to the issue price. On the final day of the exercise period, all remaining rights will be purchased at an amount equal to the amount to be paid in.
Offering structure
Major shareholders after the offering
Because the intended allottees have a policy of selling the shares without holding them for the long term, the major shareholders and ownership percentages after the offering are omitted.
Intended allottee's holding policy
For the purpose of pure investment, the policy is generally not to hold the stock acquisition rights or the shares acquired upon exercise for an extended period, but to sell them in the market based on share price movements, and to sell them off-market if a counterparty for a block trade can be found.
Payment date
29 October 2026
Basis for determining the amount to be paid
The initial exercise price of ¥426 for the Fifth Series is the same as the closing price on the trading day immediately preceding the date of the issuance resolution. The exercise price for the Fifth Series will be adjusted to 90% of the closing price on the adjustment reference date, with a floor of ¥213. The exercise prices are ¥600 for the Sixth Series, ¥800 for the Seventh Series, ¥1,000 for the Eighth Series and ¥1,250 for the Ninth Series. The issue price of the stock acquisition rights is the same as the valuation determined through a Monte Carlo simulation by an independent valuation agency.
Procedures under the Corporate Code of Conduct
An opinion letter on the necessity and appropriateness of the financing was obtained from a third-party committee comprising 3 outside directors and outside Audit & Supervisory Board members, dated 13 October 2026. No confirmation of shareholder intent will be sought at a general meeting of shareholders.
Most recent equity financing
Timing 24 December 2021 / Type Paid allotment of shares to a third party / Amount Not disclosed
Impact on Business Performance
Although an increase in total assets and shareholders' equity is anticipated, the impact on the earnings forecast for the fiscal year ending December 2026 is expected to be limited.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance through a third-party allotment of the Fifth Series of stock acquisition rights (with an exercise price adjustment clause) and the Sixth through Ninth Series (with a Target Issue and adjustment option).
Number of shares to be issued or disposed ofFifth Series: 3,000,000 potential shares; Sixth Series: 200,000 shares; Seventh Series: 200,000 shares; Eighth Series: 100,000 shares; Ninth Series: 100,000 shares; Total: 3,600,000 shares
Issue price and disposal priceFifth Series: ¥85 per right; Sixth Series: ¥52 per right; Seventh Series: ¥39 per right; Eighth Series: ¥35 per right; Ninth Series: ¥34 per right
Total issue value¥2,801,000 (Fifth Series: ¥2,550,000; Sixth Series: ¥104,000; Seventh Series: ¥78,000; Eighth Series: ¥35,000; Ninth Series: ¥34,000)
Amount of funds to be raisedTotal amount to be paid in: ¥1,785,801,000 (payment for the stock acquisition rights: ¥2,801,000; payment upon exercise: ¥1,783,000,000); estimated net proceeds: ¥1,773,901,500
Estimated issuance expenses¥11,899,500
Specific use of fundsDetails Development research expenses, including animal studies and investigator-initiated clinical trials, for drug discovery research relating to the Company's pipeline / Amount Approximately ¥1,773 million / Scheduled timing of expenditures From January 2027 through December 2029
Payment date29 October 2026
Intended allotteeName Long Corridor Alpha Opportunities Master Fund(LCAO) / Number of Shares Fifth Series: 2,220,000 shares; Sixth Series: 148,000 shares; Seventh Series: 148,000 shares; Eighth Series: 74,000 shares; Ninth Series: 74,000 shares, Name MAP246 Segregated Portfolio / Number of Shares Fifth Series: 240,000 shares; Sixth Series: 16,000 shares; Seventh Series: 16,000 shares; Eighth Series: 8,000 shares; Ninth Series: 8,000 shares, Name BEMAP Master Fund Ltd. / Number of Shares Fifth Series: 540,000 shares; Sixth Series: 36,000 shares; Seventh Series: 36,000 shares; Eighth Series: 18,000 shares; Ninth Series: 18,000 shares
Intended allottee's holding policyFor the purpose of pure investment, the policy is generally not to hold the stock acquisition rights or the shares acquired upon exercise for an extended period, but to sell them in the market based on share price movements, and to sell them off-market if a counterparty for a block trade can be found.
Dilution Rate55.49% (55.53% on a voting rights basis)
Total number of issued shares6,487,114 shares → 10,087,114 shares (if all stock acquisition rights are exercised)(55.49%)
Basis for determining the amount to be paidThe initial exercise price of ¥426 for the Fifth Series is the same as the closing price on the trading day immediately preceding the date of the issuance resolution. The exercise price for the Fifth Series will be adjusted to 90% of the closing price on the adjustment reference date, with a floor of ¥213. The exercise prices are ¥600 for the Sixth Series, ¥800 for the Seventh Series, ¥1,000 for the Eighth Series and ¥1,250 for the Ninth Series. The issue price of the stock acquisition rights is the same as the valuation determined through a Monte Carlo simulation by an independent valuation agency.
Exercise priceFifth Series: initial exercise price of ¥426, adjusted to 90% of the closing price on the adjustment reference date, with a floor of ¥213. Sixth Series: ¥600; Seventh Series: ¥800; Eighth Series: ¥1,000; Ninth Series: ¥1,250. An adjustment option may be added to the Sixth through Ninth Series by resolution of the Board of Directors, with a minimum exercise price of ¥213.
Exercise periodFrom 30 October 2026 through 29 October 2029 (if the final day is not a trading day, the preceding trading day)
Number of Stock Acquisition RightsTotal of 36,000 rights (Fifth Series: 30,000; Sixth Series: 2,000; Seventh Series: 2,000; Eighth Series: 1,000; Ninth Series: 1,000). Unexercised balance: Not disclosed.
Reason for acquisition without considerationIf the Board of Directors resolves to acquire them, all or part of the rights may be acquired at an amount equal to the issue price. On the final day of the exercise period, all remaining rights will be purchased at an amount equal to the amount to be paid in.
Procedures under the Corporate Code of ConductAn opinion letter on the necessity and appropriateness of the financing was obtained from a third-party committee comprising 3 outside directors and outside Audit & Supervisory Board members, dated 13 October 2026. No confirmation of shareholder intent will be sought at a general meeting of shareholders.
Most recent equity financingTiming 24 December 2021 / Type Paid allotment of shares to a third party / Amount Not disclosed
Major shareholders after the offeringBecause the intended allottees have a policy of selling the shares without holding them for the long term, the major shareholders and ownership percentages after the offering are omitted.
Impact on Business PerformanceAlthough an increase in total assets and shareholders' equity is anticipated, the impact on the earnings forecast for the fiscal year ending December 2026 is expected to be limited.
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To secure research and development expenses, including animal studies and investigator-initiated clinical trials for the Company's pipeline, planned from January 2027 through December 2029.

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Notice of the Issuance by Third-Party Allotment of the 5th Series (with Exercise Price Adjustment Clause) and 6th through 9th Series Stock Acquisition Rights (Target Issue), and the Execution of a Stock Acquisition Rights Purchase Agreement | Veritas In Silico Inc. (130A) timely disclosure | Komori