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Share Issuance and Disposal4571Nano Holdings,Inc.Pharmaceuticals

Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment

The Company resolved to issue 3,139,700 common shares by third-party allotment at ¥99 per share, with Cyntec Co., Ltd., a wholly owned subsidiary of OEP, as the allottee. The proceeds will be used for new businesses and investment projects in the life sciences field.

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How definitive the wording is.

Details of issuance or disposal

Issuance of new shares by third-party allotment

Who receives how much3,139,700Shares

3,139,700 common shares

Cyntec Co., Ltd.3,139,700 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥99 per share
Total issue value

¥310,830,300

Amount of funds to be raised
Total payment amount of ¥310,830,300, less estimated net proceeds of ¥300,830,300
Estimated issuance expenses
¥10,000,000
Specific use of funds
Investment funds for new businesses and investment projects in the life sciences fieldAmount ¥300.830 million / Scheduled timing of expenditures October 2026 to September 2028
Existing Shares and Increase
+3.82%Rate of increase
82,100,758 shares85,240,458Shares

3.82% (3.83% 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.

Offering structure
Major shareholders after the offering
Name Cyntec Co., Ltd. / Shareholding ratio 3.68%Name セントラル短資株式会社 / Shareholding ratio 1.92%Name 株式会社SBI証券 / Shareholding ratio 1.88%Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 1.31%Name 上田八木短資株式会社 / Shareholding ratio 1.29%Name Nakatomi Ichiro (中冨 一郎) / Shareholding ratio 1.18%Name 楽天証券株式会社 / Shareholding ratio 1.11%Name Noritsu Koki Co.,Ltd. / Shareholding ratio 0.88%Name Monex Securities, Inc. / Shareholding ratio 0.79%Name 京滋建設株式会社 / Shareholding ratio 0.75%
Intended allottee's holding policy
The allottee intends to hold the Company’s shares acquired through this third-party allotment on a long-term basis. The Company plans to obtain a written undertaking confirming that if all or part of the shares are transferred within 2 years of payment, the details of the transfer will be reported to the Company in writing, among other matters.
Payment date
30 October 2026 to 30 December 2026
Basis for determining the amount to be paid
The closing price on the trading day immediately preceding the Board of Directors’ resolution, 16 September 2026, was ¥99. This represents a 3.88% discount to the ¥103 average over the preceding 1 month, a 1.98% discount to the ¥101 average over the preceding 3 months, and a 16.10% discount to the ¥118 average over the preceding 6 months.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% 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 procedures to confirm shareholder intent.
Most recent equity financing
Timing Allotted on 30 October 2025 / Type Issuance of Series 22 stock acquisition rights through a third-party allotment with an exercise price adjustment provision / Amount ¥6,368,350,000 in expected proceeds (estimated net proceeds)
Impact on Business Performance
The specific impact on results for the fiscal year ending March 2027 is expected to be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares by third-party allotment
Number of shares to be issued or disposed of3,139,700 common shares
Issue price and disposal price¥99 per share
Total issue value¥310,830,300
Amount of funds to be raisedTotal payment amount of ¥310,830,300, less estimated net proceeds of ¥300,830,300
Estimated issuance expenses¥10,000,000
Specific use of fundsDetails Investment funds for new businesses and investment projects in the life sciences field / Amount ¥300.830 million / Scheduled timing of expenditures October 2026 to September 2028
Payment date30 October 2026 to 30 December 2026
Intended allotteeName Cyntec Co., Ltd. / Number of Shares 3,139,700 shares
Intended allottee's holding policyThe allottee intends to hold the Company’s shares acquired through this third-party allotment on a long-term basis. The Company plans to obtain a written undertaking confirming that if all or part of the shares are transferred within 2 years of payment, the details of the transfer will be reported to the Company in writing, among other matters.
Dilution Rate3.82% (3.83% on a voting rights basis)
Total number of issued shares82,100,758 shares → 85,240,458 shares(3.82%)
Basis for determining the amount to be paidThe closing price on the trading day immediately preceding the Board of Directors’ resolution, 16 September 2026, was ¥99. This represents a 3.88% discount to the ¥103 average over the preceding 1 month, a 1.98% discount to the ¥101 average over the preceding 3 months, and a 16.10% discount to the ¥118 average over the preceding 6 months.
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% 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 procedures to confirm shareholder intent.
Most recent equity financingTiming Allotted on 30 October 2025 / Type Issuance of Series 22 stock acquisition rights through a third-party allotment with an exercise price adjustment provision / Amount ¥6,368,350,000 in expected proceeds (estimated net proceeds)
Major shareholders after the offeringName Cyntec Co., Ltd. / Shareholding ratio 3.68%, Name セントラル短資株式会社 / Shareholding ratio 1.92%, Name 株式会社SBI証券 / Shareholding ratio 1.88%, Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 1.31%, Name 上田八木短資株式会社 / Shareholding ratio 1.29%, Name Nakatomi Ichiro (中冨 一郎) / Shareholding ratio 1.18%, Name 楽天証券株式会社 / Shareholding ratio 1.11%, Name Noritsu Koki Co.,Ltd. / Shareholding ratio 0.88%, Name Monex Securities, Inc. / Shareholding ratio 0.79%, Name 京滋建設株式会社 / Shareholding ratio 0.75%
Impact on Business PerformanceThe specific impact on results for the fiscal year ending March 2027 is expected to be minor.
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories 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 promote a strategic capital and business alliance with OEP, establish a long-term capital relationship, and secure funds for investment in new businesses and investment projects in the life sciences field.

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Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment | Nano Holdings,Inc. (4571) timely disclosure | Komori