Worth reading
89Important
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
23.84
% (ratio of potential shares to the number of issued shares as of the date of the issuance resolution)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 12th Series of Stock Acquisition Rights with Exercise Price Adjustment Provisions (with Suspension Designation Provisions) through a third-party allotment
Who receives how much
18,422,000 potential shares (184,220 stock acquisition rights, with 100 shares per stock acquisition right)
Nomura Securities Co., Ltd.18,422,000 potential shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥33 per stock acquisition right
Total issue value
¥6,079,260
Amount of funds to be raised
Total amount payable of ¥1,516,683,260; estimated net proceeds of ¥1,506,683,260
Estimated issuance expenses
¥10,000,000
Specific use of funds
Costs related to conducting the expanded cohort as part of the Phase 1/2 clinical trial of rogocekibAmount ¥1,100 million / Scheduled timing of expenditures First quarter of the fiscal year ending August 2027 to first quarter of the fiscal year ending August 2028
Costs related to the drug–drug interaction study as part of the Phase 1/2 clinical trial of rogocekibAmount ¥406 million / Scheduled timing of expenditures Fourth quarter of the fiscal year ending August 2027 to first quarter of the fiscal year ending August 2029
Existing Shares and Increase
+23.84%Rate of increase
77,258,400 shares95,680,400Shares
23.84% of issued shares and 24.99% of total voting rights
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
Initial exercise price of ¥82. From 11 September 2026, adjusted to 90% of the TSE closing price on the trading day immediately preceding the date of each exercise request notice. Minimum exercise price: ¥41.
Exercise period
From 11 September 2026 to 8 September 2028
Number of Stock Acquisition Rights
Total number to be issued: 184,220. There are no outstanding unexercised rights for the 12th Series prior to issuance. All 25,664 remaining 9th Series of Stock Acquisition Rights are scheduled to be acquired and cancelled on 9 September 2026.
Reason for acquisition without consideration
If the Company's Board of Directors designates an acquisition date, approves a corporate reorganization, the Company's shares are designated as Securities Under Supervision, Securities on Special Alert or Securities to be Delisted, or the Company's shares are delisted, among other circumstances, the Company will acquire and cancel the remaining rights by paying an amount equal to the payment amount.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd.
Major shareholders after the offering
The major shareholders and shareholdings after the offering, reflecting the potential shares underlying these stock acquisition rights, have not been disclosed. The major shareholders before the offering are Takeda Pharmaceutical Company Limited (14.59%), New Life Science 1号投資事業有限責任組合 (9.84%), イノベーション京都2016投資事業有限責任組合 (6.19%), MEDIPAL Innovation投資事業有限責任組合 (5.71%), 三菱UFJライフサイエンス1号投資事業有限責任組合 (4.03%), 京大ベンチャーNVCC2号投資事業有限責任組合 (3.49%), 日本グロースキャピタル投資法人 (3.39%), 楽天証券株式会社 (2.17%), BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC) (2.03%), and 株式会社メディパルホールディングス (1.77%).
Intended allottee's holding policy
The allottee does not intend to hold these stock acquisition rights for an extended period and plans to sell them in a timely and appropriate manner, taking into account share price and stock market trends. Any transfer of these stock acquisition rights requires the approval of the Company's Board of Directors.
Payment date
9 September 2026
Basis for determining the amount to be paid
The initial exercise price of ¥82 is the closing price on the Tokyo Stock Exchange on the trading day immediately preceding the date of the issuance resolution. The exercise price will be adjusted to 90% of the TSE closing price on the trading day immediately preceding the date of each exercise request notice, with a minimum exercise price of ¥41, equivalent to 50% of the closing price on the immediately preceding trading day. The payment amount of ¥33 per stock acquisition right is equal to the value calculated through a Monte Carlo simulation by 赤坂国際会計株式会社.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% of total voting rights and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions.
Most recent equity financing
Timing 13 June 2024 / Type Public offering (upon initial listing) / Amount Estimated net proceeds of ¥1,270,916,000, Timing 18 July 2024 / Type Third-party allotment (in connection with an offering through an over-allotment) / Amount Estimated net proceeds of ¥192,137,400, Timing 22 September 2025 / Type Issuance of the 9th, 10th and 11th Series of Stock Acquisition Rights through a third-party allotment / Amount Estimated net proceeds of ¥3,126,788,800
Impact on Business Performance
The impact on the Company's results for the fiscal year ending August 2026 is immaterial.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 12th Series of Stock Acquisition Rights with Exercise Price Adjustment Provisions (with Suspension Designation Provisions) through a third-party allotment |
| Number of shares to be issued or disposed of | 18,422,000 potential shares (184,220 stock acquisition rights, with 100 shares per stock acquisition right) |
| Issue price and disposal price | ¥33 per stock acquisition right |
| Total issue value | ¥6,079,260 |
| Amount of funds to be raised | Total amount payable of ¥1,516,683,260; estimated net proceeds of ¥1,506,683,260 |
| Estimated issuance expenses | ¥10,000,000 |
| Specific use of funds | Details Costs related to conducting the expanded cohort as part of the Phase 1/2 clinical trial of rogocekib / Amount ¥1,100 million / Scheduled timing of expenditures First quarter of the fiscal year ending August 2027 to first quarter of the fiscal year ending August 2028, Details Costs related to the drug–drug interaction study as part of the Phase 1/2 clinical trial of rogocekib / Amount ¥406 million / Scheduled timing of expenditures Fourth quarter of the fiscal year ending August 2027 to first quarter of the fiscal year ending August 2029 |
| Payment date | 9 September 2026 |
| Intended allottee | Name Nomura Securities Co., Ltd. / Number of Shares 18,422,000 potential shares |
| Intended allottee's holding policy | The allottee does not intend to hold these stock acquisition rights for an extended period and plans to sell them in a timely and appropriate manner, taking into account share price and stock market trends. Any transfer of these stock acquisition rights requires the approval of the Company's Board of Directors. |
| Dilution Rate | 23.84% of issued shares and 24.99% of total voting rights |
| Total number of issued shares | 77,258,400 shares → 95,680,400 shares (assuming all of these stock acquisition rights are exercised)（23.84％） |
| Basis for determining the amount to be paid | The initial exercise price of ¥82 is the closing price on the Tokyo Stock Exchange on the trading day immediately preceding the date of the issuance resolution. The exercise price will be adjusted to 90% of the TSE closing price on the trading day immediately preceding the date of each exercise request notice, with a minimum exercise price of ¥41, equivalent to 50% of the closing price on the immediately preceding trading day. The payment amount of ¥33 per stock acquisition right is equal to the value calculated through a Monte Carlo simulation by 赤坂国際会計株式会社. |
| Exercise price | Initial exercise price of ¥82. From 11 September 2026, adjusted to 90% of the TSE closing price on the trading day immediately preceding the date of each exercise request notice. Minimum exercise price: ¥41. |
| Exercise period | From 11 September 2026 to 8 September 2028 |
| Number of Stock Acquisition Rights | Total number to be issued: 184,220. There are no outstanding unexercised rights for the 12th Series prior to issuance. All 25,664 remaining 9th Series of Stock Acquisition Rights are scheduled to be acquired and cancelled on 9 September 2026. |
| Reason for acquisition without consideration | If the Company's Board of Directors designates an acquisition date, approves a corporate reorganization, the Company's shares are designated as Securities Under Supervision, Securities on Special Alert or Securities to be Delisted, or the Company's shares are delisted, among other circumstances, the Company will acquire and cancel the remaining rights by paying an amount equal to the payment amount. |
| Underwriter / lead underwriter | Nomura Securities Co., Ltd. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 25% of total voting rights and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. |
| Most recent equity financing | Timing 13 June 2024 / Type Public offering (upon initial listing) / Amount Estimated net proceeds of ¥1,270,916,000, Timing 18 July 2024 / Type Third-party allotment (in connection with an offering through an over-allotment) / Amount Estimated net proceeds of ¥192,137,400, Timing 22 September 2025 / Type Issuance of the 9th, 10th and 11th Series of Stock Acquisition Rights through a third-party allotment / Amount Estimated net proceeds of ¥3,126,788,800 |
| Major shareholders after the offering | The major shareholders and shareholdings after the offering, reflecting the potential shares underlying these stock acquisition rights, have not been disclosed. The major shareholders before the offering are Takeda Pharmaceutical Company Limited (14.59%), New Life Science 1号投資事業有限責任組合 (9.84%), イノベーション京都2016投資事業有限責任組合 (6.19%), MEDIPAL Innovation投資事業有限責任組合 (5.71%), 三菱UFJライフサイエンス1号投資事業有限責任組合 (4.03%), 京大ベンチャーNVCC2号投資事業有限責任組合 (3.49%), 日本グロースキャピタル投資法人 (3.39%), 楽天証券株式会社 (2.17%), BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC) (2.03%), and 株式会社メディパルホールディングス (1.77%). |
| Impact on Business Performance | The impact on the Company's results for the fiscal year ending August 2026 is immaterial. |
Items this document does not state (6)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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 funding to complete the expanded cohort for rogocekib and prepare to conduct a drug–drug interaction study and commence a Phase 2 clinical trial. In addition, to replace the functions of the 9th Series of Stock Acquisition Rights with the 12th Series and maintain flexibility in the Company's capital policy.
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