Acquisition and cancellation of the Series 46 Stock Acquisition Rights; termination of the total underwriting agreement for the unsecured private bond facility (revolving type) and redemption of the 2nd Unsecured Bond (private placement); and issuance by third-party allotment of the Series 47 Stock Acquisition Rights (with an exercise price adjustment clause), Series 48 Stock Acquisition Rights and 2nd Unsecured Convertible Bonds with Stock Acquisition Rights
Filing company: AnGes,Inc. (prospective allottee: GP上場企業出資投資事業有限責任組合)
Series 46, Series 47 and Series 48 Stock Acquisition Rights; 2nd Unsecured Convertible Bonds with Stock Acquisition Rights; U.S. development of the HGF gene therapy product; EmendoBio's research and development base; and ACRL's testing business
To address funding needs and strengthen the business base. The acquisition and cancellation of the Series 46 Stock Acquisition Rights followed a comprehensive review of the company's share price level, market conditions, the likelihood that the remaining Series 46 Stock Acquisition Rights would be exercised and its future funding needs.
The impact of this business alliance on financial results has not been determined at this time. The planned amount to be raised is ¥8,500,002,315 in total, before deducting issuance expenses.
The consolidated earnings forecast for the fiscal year ending December 2026 remains unchanged at this time. The impact of this business alliance on financial results has not been determined at this time.
Related procedures
U.S. Food and Drug Administration (FDA) (regulatory agency consulted regarding the BLA application for the HGF gene therapy product)
Payment for the Series 47 and Series 48 Stock Acquisition Rights and the 2nd Unsecured Convertible Bonds with Stock Acquisition Rights is scheduled for 31 August 2026. The 2nd Unsecured Bond is scheduled to be redeemed on 1 September 2026, and the Series 46 Stock Acquisition Rights are scheduled to be acquired and cancelled on 15 September 2026. The business alliance is scheduled to commence on 31 August 2026. The company is expected to receive support for domestic and overseas business alliances and licensing activities, business expansion including in the U.S. market, business portfolio optimization, and business disposals and restructuring.
If it becomes clear that the matter will have a material impact requiring disclosure, the company will disclose it promptly. In addition, if it undertakes other fundraising, changes the use of funds or revises its business plans, it will disclose the matter promptly on each occasion.
| Item | Details |
|---|---|
| Event name | Acquisition and cancellation of the Series 46 Stock Acquisition Rights; termination of the total underwriting agreement for the unsecured private bond facility (revolving type) and redemption of the 2nd Unsecured Bond (private placement); and issuance by third-party allotment of the Series 47 Stock Acquisition Rights (with an exercise price adjustment clause), Series 48 Stock Acquisition Rights and 2nd Unsecured Convertible Bonds with Stock Acquisition Rights |
| Date of occurrence | 14 August 2026 (date of board resolution) |
| Subject Entity | Filing company: AnGes,Inc. (prospective allottee: GP上場企業出資投資事業有限責任組合) |
| Target Locations / Products | Series 46, Series 47 and Series 48 Stock Acquisition Rights; 2nd Unsecured Convertible Bonds with Stock Acquisition Rights; U.S. development of the HGF gene therapy product; EmendoBio's research and development base; and ACRL's testing business |
| Cause | To address funding needs and strengthen the business base. The acquisition and cancellation of the Series 46 Stock Acquisition Rights followed a comprehensive review of the company's share price level, market conditions, the likelihood that the remaining Series 46 Stock Acquisition Rights would be exercised and its future funding needs. |
| Amount of Impact on Business Performance | The impact of this business alliance on financial results has not been determined at this time. The planned amount to be raised is ¥8,500,002,315 in total, before deducting issuance expenses. |
| Impact on Earnings Forecast | The consolidated earnings forecast for the fiscal year ending December 2026 remains unchanged at this time. The impact of this business alliance on financial results has not been determined at this time. |
| Court or authority | U.S. Food and Drug Administration (FDA) (regulatory agency consulted regarding the BLA application for the HGF gene therapy product) |
| Outlook | Payment for the Series 47 and Series 48 Stock Acquisition Rights and the 2nd Unsecured Convertible Bonds with Stock Acquisition Rights is scheduled for 31 August 2026. The 2nd Unsecured Bond is scheduled to be redeemed on 1 September 2026, and the Series 46 Stock Acquisition Rights are scheduled to be acquired and cancelled on 15 September 2026. The business alliance is scheduled to commence on 31 August 2026. The company is expected to receive support for domestic and overseas business alliances and licensing activities, business expansion including in the U.S. market, business portfolio optimization, and business disposals and restructuring. |
| Planned follow-up disclosure | If it becomes clear that the matter will have a material impact requiring disclosure, the company will disclose it promptly. In addition, if it undertakes other fundraising, changes the use of funds or revises its business plans, it will disclose the matter promptly on each occasion. |
Items this document does not state (15)
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.The measures are intended to address funding needs, secure the funds required to continue operations, maximize the value of the development pipeline and strengthen the business base. Regarding the acquisition and cancellation of the Series 46 Stock Acquisition Rights, the company stated that it had comprehensively considered its share price level, market conditions, the likelihood that the remaining rights would be exercised and its future funding needs.