Komori
Share Issuance and Disposal4571Nano Holdings,Inc.Pharmaceuticals

Notice Regarding the Issuance of Equity Compensation Stock Options (Share Acquisition Rights)

It was resolved to issue 8,000 Series 23 stock acquisition rights (underlying 800,000 shares) to 2 external collaborators. The exercise price is ¥1 per share, and the rights may be exercised from 14 August 2029.

Worth reading
66In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
800000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of Series 23 stock acquisition rights as stock compensation-type stock options

発行・処分する株式数

800,000 common shares (8,000 stock acquisition rights, 100 shares per right)

Intended allottee
Name Neil Gibson / Category External collaborator / Number of stock acquisition rights 4,000 rights (underlying 400,000 shares), Name Michael Houston / Category External collaborator / Number of stock acquisition rights 4,000 rights (underlying 400,000 shares)
The payment amount per stock acquisition right will be the fair value calculated using the Black-Scholes model on the allotment date.
Amount of funds to be raised

The payment amount for the stock acquisition rights will be offset against remuneration claims. The payment upon exercise will be ¥1 per share × the number of shares granted. Total: Not disclosed

Existing Shares and Increase
+0.97%Rate of increase
82,100,758 shares82,900,758Shares

Maximum 0.97% (shares and 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
¥1 per share. Adjustment provisions: Not disclosed (as no fixed amount is specified).
Exercise period
From 14 August 2029 (end date: Not disclosed)
Number of Stock Acquisition Rights
Total issued: 8,000 rights. Unexercised balance: Not disclosed.
Reason for acquisition without consideration
If a holder of the stock acquisition rights dies before exercising the rights, or if a proposal concerning a corporate reorganisation or similar matter is approved, the company may acquire the rights without consideration.
Categories and Number of Persons Covered
2 external collaborators, 8,000 rights (4,000 rights each)
Intended allottee's holding policy
The company confirmed orally at a meeting that the holder intends to continue holding the company’s shares over the long term.
Payment date
4 November 2026
Basis for determining the amount to be paid
The payment amount for the stock acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Procedures under the Corporate Code of Conduct
Because 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 a procedure to ascertain shareholders’ opinions under the Corporate Code of Conduct.
Impact on Business Performance
The specific amount of the impact on performance is Not disclosed at this time. The disclosure states that the company aims to promote research and development and improve corporate value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Series 23 stock acquisition rights as stock compensation-type stock options
Number of shares to be issued or disposed of800,000 common shares (8,000 stock acquisition rights, 100 shares per right)
Issue price and disposal priceThe payment amount per stock acquisition right will be the fair value calculated using the Black-Scholes model on the allotment date.
Amount of funds to be raisedThe payment amount for the stock acquisition rights will be offset against remuneration claims. The payment upon exercise will be ¥1 per share × the number of shares granted. Total: Not disclosed
Payment date4 November 2026
Intended allotteeName Neil Gibson / Category External collaborator / Number of stock acquisition rights 4,000 rights (underlying 400,000 shares), Name Michael Houston / Category External collaborator / Number of stock acquisition rights 4,000 rights (underlying 400,000 shares)
Intended allottee's holding policyThe company confirmed orally at a meeting that the holder intends to continue holding the company’s shares over the long term.
Dilution RateMaximum 0.97% (shares and voting rights)
Total number of issued shares82,100,758 shares (as of 31 March 2026) → 82,900,758 shares (simple calculation assuming exercise of all stock acquisition rights)(0.97%)
Basis for determining the amount to be paidThe payment amount for the stock acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The periods used for the reference closing price and average share price, and the discount and premium rates, are Not disclosed.
Exercise price¥1 per share. Adjustment provisions: Not disclosed (as no fixed amount is specified).
Exercise periodFrom 14 August 2029 (end date: Not disclosed)
Number of Stock Acquisition RightsTotal issued: 8,000 rights. Unexercised balance: Not disclosed.
Reason for acquisition without considerationIf a holder of the stock acquisition rights dies before exercising the rights, or if a proposal concerning a corporate reorganisation or similar matter is approved, the company may acquire the rights without consideration.
Categories and Number of Persons Covered2 external collaborators, 8,000 rights (4,000 rights each)
Procedures under the Corporate Code of ConductBecause 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 a procedure to ascertain shareholders’ opinions under the Corporate Code of Conduct.
Impact on Business PerformanceThe specific amount of the impact on performance is Not disclosed at this time. The disclosure states that the company aims to promote research and development and improve corporate value.
Items this document does not state (11)
Total issue valueEstimated issuance expensesSpecific use of fundsTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 increase external collaborators’ incentive to support an increase in the share price, promote value sharing with shareholders, encourage ongoing support drawing on their specialised knowledge, experience and networks, and contribute to improving corporate 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 Equity Compensation Stock Options (Share Acquisition Rights) | Nano Holdings,Inc. (4571) timely disclosure | Komori