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Share Issuance and Disposal4571Nano Holdings,Inc.Pharmaceuticals

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company will issue a total of 130,000 common shares to 2 employees and 1 outside collaborator in exchange for in-kind contributions of monetary compensation claims. The issue price is ¥98 per share, and the shares will be subject to a 3-year transfer restriction.

Worth reading
54Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
130000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much130,000Shares

130,000 common shares

2 employees80,000 shares
1 outside collaborator of the Company, Yamamori Yasuo (山守 康夫)50,000 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.

¥98 per share
Total issue value

¥12,740,000

Amount of funds to be raised
As the shares will be issued in exchange for in-kind contributions of monetary compensation claims, the total payment amount is ¥12,740,000, while the estimated net proceeds are Not disclosed.
Total Stock-Based Compensation
Total monetary compensation claims: ¥12,740,000
発行済株式総数

0.14% (of which the allocation to the outside collaborator is 0.05%)

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.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
30 October 2026 to 29 October 2029 (3 years)
Conditions for lifting transfer restrictions
All transfer restrictions on the allocated shares held at the end of the transfer restriction period will be lifted, provided that during the transfer restriction period the recipient continuously held one of the following positions that formed the basis for the allocation: director, audit & supervisory board member or employee of the Company; officer or employee of a subsidiary; or outside collaborator of the Company.
Reason for acquisition without consideration
Shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period, or specified shares subject to a ground for acquisition without consideration arising during the period, including conviction and imprisonment or a more serious sentence, the commencement of bankruptcy or other legal proceedings, loss of creditworthiness such as attachment, enforcement for delinquent taxes and public dues, or loss of position or contractual relationship without a legitimate reason.
Categories and Number of Persons Covered
2 employees, 80,000 shares; 1 outside collaborator of the Company, 50,000 shares
Intended allottee's holding policy
The recipient will receive the share allocation on the condition that services continue to be provided in the future and intends to hold the Company's shares for the long term. The transfer restriction period runs from 30 October 2026 to 29 October 2029.
Payment date
30 October 2026
Basis for determining the amount to be paid
The closing price of ¥98 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of130,000 common shares
Issue price and disposal price¥98 per share
Total issue value¥12,740,000
Amount of funds to be raisedAs the shares will be issued in exchange for in-kind contributions of monetary compensation claims, the total payment amount is ¥12,740,000, while the estimated net proceeds are Not disclosed.
Payment date30 October 2026
Intended allotteeCategory 2 employees / Number of Shares 80,000 shares, Category 1 outside collaborator of the Company, Yamamori Yasuo (山守 康夫) / Number of Shares 50,000 shares
Intended allottee's holding policyThe recipient will receive the share allocation on the condition that services continue to be provided in the future and intends to hold the Company's shares for the long term. The transfer restriction period runs from 30 October 2026 to 29 October 2029.
Dilution Rate0.14% (of which the allocation to the outside collaborator is 0.05%)
Total number of issued shares90,945,458 shares (as of the end of September 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥98 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction period30 October 2026 to 29 October 2029 (3 years)
Conditions for lifting transfer restrictionsAll transfer restrictions on the allocated shares held at the end of the transfer restriction period will be lifted, provided that during the transfer restriction period the recipient continuously held one of the following positions that formed the basis for the allocation: director, audit & supervisory board member or employee of the Company; officer or employee of a subsidiary; or outside collaborator of the Company.
Reason for acquisition without considerationShares for which the transfer restrictions have not been lifted at the end of the transfer restriction period, or specified shares subject to a ground for acquisition without consideration arising during the period, including conviction and imprisonment or a more serious sentence, the commencement of bankruptcy or other legal proceedings, loss of creditworthiness such as attachment, enforcement for delinquent taxes and public dues, or loss of position or contractual relationship without a legitimate reason.
Categories and Number of Persons Covered2 employees, 80,000 shares; 1 outside collaborator of the Company, 50,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥12,740,000
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 purposes are to enhance the employee benefits program, promote the sharing of value between the recipients and shareholders, ensure the continued provision of services over the long term, and enhance corporate and shareholder value over the medium to long term.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Nano Holdings,Inc. (4571) timely disclosure | Komori