Worth reading
85Important
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
161.28
Dilution rate (as a percentage of total shares outstanding)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Series 16 and Series 17 stock acquisition rights with exercise price adjustment provisions by private placement
発行・処分する株式数
Series 16: 19,841,500 potential shares (198,415 stock acquisition rights, 100 shares per right); Series 17: 4,966,600 potential shares (49,666 stock acquisition rights, 100 shares per right)
Intended allottee
Name Seacastle Singapore Pte.Ltd / Number of stock acquisition rights Series 16: 181,415 rights, Name abc株式会社 / Number of stock acquisition rights Series 16: 17,000 rights, Name KAY LEO BROTHERS LIMITED / Number of stock acquisition rights Series 17: 49,666 rights
Series 16: ¥81 per right (¥0.81 per share); Series 17: ¥60 per right (¥0.60 per share)
Total issue value
Series 16: ¥16,071,615; Series 17: ¥2,979,960; total: ¥19,051,575
Amount of funds to be raised
Total amount to be paid in: ¥1,805,234,775 (¥19,051,575 from the issuance of stock acquisition rights and ¥1,786,183,200 from the exercise of stock acquisition rights); estimated net proceeds: ¥1,736,498,732
Estimated issuance expenses
Estimated issuance expenses: ¥68,736,043
Specific use of funds
Working capital for the GroupAmount ¥700 million / Scheduled timing of expenditures November 2026 to August 2027
Funds for an investment in Aristagora VC Israel Technology L.P. (fund)Amount ¥120 million / Scheduled timing of expenditures November 2026 to January 2027
Research and development expenses for new businesses at subsidiaries and funding for the announcement of research and development resultsAmount ¥350 million / Scheduled timing of expenditures November 2026 to November 2029
System development and marketing expenses for the healthcare business divisionAmount ¥100 million / Scheduled timing of expenditures November 2026 to November 2029
Funds for M&A, including capital contributions and investmentsAmount ¥466 million / Scheduled timing of expenditures November 2026 to November 2029
発行済株式総数
161.28% (voting rights ratio: 162.06%)
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
Series 16: fixed at ¥72, with no adjustment. Series 17: initially ¥72. Starting on 20 November 2026 and every two weeks thereafter, the exercise price will be adjusted to 90% of the closing share price on the adjustment reference date, subject to a floor of ¥40.
Exercise period
19 November 2026 to 18 November 2029
Number of Stock Acquisition Rights
Series 16: 198,415 rights issued; Series 17: 49,666 rights issued. Unexercised balance: Not disclosed.
Reason for acquisition without consideration
If the need for financing ceases or another financing method becomes appropriate, among other circumstances, the Company may, at its discretion, acquire and cancel the rights by paying an amount equal to the amount paid in for their issuance.
Offering structure
Major shareholders after the offering
The Company has not disclosed the major shareholders and their ownership ratios after the offering because the placees are investing for investment purposes only and have not committed to holding the securities long term.
Intended allottee's holding policy
For investment purposes only. Seacastle and abc株式会社 intend to sell the rights and shares after a short-term holding period, as appropriate and in a timely manner, taking market conditions into account. KAY LEO also has no agreement to hold the securities continuously and intends to sell them from time to time, including through market sales, while retaining a certain number of shares.
Payment date
18 November 2026
Basis for determining the amount to be paid
The exercise price for Series 16 and Series 17 is ¥72, representing 90% of the closing share price of ¥80 on 28 October 2026. This represents a discount of 23.09% to the one-month average of ¥93.61, 30.15% to the three-month average of ¥103.08, and 45.87% to the six-month average of ¥133.00. The Series 17 exercise price will be adjusted every two weeks based on 90% of the closing share price, subject to a floor of ¥40. The issue prices of the stock acquisition rights were determined with reference to valuations based on a Monte Carlo simulation conducted by Tokyo Financial Advisors Co., Ltd.
Procedures under the Corporate Code of Conduct
Because the dilution rate will be at least 25%, an opinion from an independent third party or confirmation of shareholders' intentions is required. The Company obtained an opinion from a third-party committee regarding the necessity and appropriateness of the transaction and received the written opinion on 28 October 2026.
Most recent equity financing
Timing 17 July 2025 / Type Series 14 stock acquisition rights issued by private placement / Amount 100,805 stock acquisition rights. The remaining 79,243 rights were acquired and cancelled on 25 June 2026
Impact on Business Performance
The impact is currently under review, and the Company will make a timely disclosure once its earnings outlook becomes clear.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Series 16 and Series 17 stock acquisition rights with exercise price adjustment provisions by private placement |
| Number of shares to be issued or disposed of | Series 16: 19,841,500 potential shares (198,415 stock acquisition rights, 100 shares per right); Series 17: 4,966,600 potential shares (49,666 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | Series 16: ¥81 per right (¥0.81 per share); Series 17: ¥60 per right (¥0.60 per share) |
| Total issue value | Series 16: ¥16,071,615; Series 17: ¥2,979,960; total: ¥19,051,575 |
| Amount of funds to be raised | Total amount to be paid in: ¥1,805,234,775 (¥19,051,575 from the issuance of stock acquisition rights and ¥1,786,183,200 from the exercise of stock acquisition rights); estimated net proceeds: ¥1,736,498,732 |
| Estimated issuance expenses | Estimated issuance expenses: ¥68,736,043 |
| Specific use of funds | Details Working capital for the Group / Amount ¥700 million / Scheduled timing of expenditures November 2026 to August 2027, Details Funds for an investment in Aristagora VC Israel Technology L.P. (fund) / Amount ¥120 million / Scheduled timing of expenditures November 2026 to January 2027, Details Research and development expenses for new businesses at subsidiaries and funding for the announcement of research and development results / Amount ¥350 million / Scheduled timing of expenditures November 2026 to November 2029, Details System development and marketing expenses for the healthcare business division / Amount ¥100 million / Scheduled timing of expenditures November 2026 to November 2029, Details Funds for M&A, including capital contributions and investments / Amount ¥466 million / Scheduled timing of expenditures November 2026 to November 2029 |
| Payment date | 18 November 2026 |
| Intended allottee | Name Seacastle Singapore Pte.Ltd / Number of stock acquisition rights Series 16: 181,415 rights, Name abc株式会社 / Number of stock acquisition rights Series 16: 17,000 rights, Name KAY LEO BROTHERS LIMITED / Number of stock acquisition rights Series 17: 49,666 rights |
| Intended allottee's holding policy | For investment purposes only. Seacastle and abc株式会社 intend to sell the rights and shares after a short-term holding period, as appropriate and in a timely manner, taking market conditions into account. KAY LEO also has no agreement to hold the securities continuously and intends to sell them from time to time, including through market sales, while retaining a certain number of shares. |
| Dilution Rate | 161.28% (voting rights ratio: 162.06%) |
| Total number of issued shares | 15,382,400 shares (as of 30 September 2026) → Not disclosed |
| Basis for determining the amount to be paid | The exercise price for Series 16 and Series 17 is ¥72, representing 90% of the closing share price of ¥80 on 28 October 2026. This represents a discount of 23.09% to the one-month average of ¥93.61, 30.15% to the three-month average of ¥103.08, and 45.87% to the six-month average of ¥133.00. The Series 17 exercise price will be adjusted every two weeks based on 90% of the closing share price, subject to a floor of ¥40. The issue prices of the stock acquisition rights were determined with reference to valuations based on a Monte Carlo simulation conducted by Tokyo Financial Advisors Co., Ltd. |
| Exercise price | Series 16: fixed at ¥72, with no adjustment. Series 17: initially ¥72. Starting on 20 November 2026 and every two weeks thereafter, the exercise price will be adjusted to 90% of the closing share price on the adjustment reference date, subject to a floor of ¥40. |
| Exercise period | 19 November 2026 to 18 November 2029 |
| Number of Stock Acquisition Rights | Series 16: 198,415 rights issued; Series 17: 49,666 rights issued. Unexercised balance: Not disclosed. |
| Reason for acquisition without consideration | If the need for financing ceases or another financing method becomes appropriate, among other circumstances, the Company may, at its discretion, acquire and cancel the rights by paying an amount equal to the amount paid in for their issuance. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate will be at least 25%, an opinion from an independent third party or confirmation of shareholders' intentions is required. The Company obtained an opinion from a third-party committee regarding the necessity and appropriateness of the transaction and received the written opinion on 28 October 2026. |
| Most recent equity financing | Timing 17 July 2025 / Type Series 14 stock acquisition rights issued by private placement / Amount 100,805 stock acquisition rights. The remaining 79,243 rights were acquired and cancelled on 25 June 2026 |
| Major shareholders after the offering | The Company has not disclosed the major shareholders and their ownership ratios after the offering because the placees are investing for investment purposes only and have not committed to holding the securities long term. |
| Impact on Business Performance | The impact is currently under review, and the Company will make a timely disclosure once its earnings outlook becomes clear. |
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 funds for working capital, investments in funds, research and development for new businesses at subsidiaries, system development and marketing for the healthcare business, and M&A, including capital contributions and investments. The Company explained that the financing is necessary to improve the profitability of existing businesses, foster new businesses, stabilize its financial base and enhance corporate value over the medium to long term.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.