Worth reading
87Important
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
17.43
% (dilution rate, including potential shares, relative to the total number of issued shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the Fourth Series of Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment, Issuance of new shares by third-party allotment, Issuance program for the Fifth and Sixth Series of Unsecured Convertible Bonds with Stock Acquisition Rights
発行・処分する株式数
New shares 2,075,900 shares (Gomi Daisuke (五味大輔): 1,709,500 shares; kaya holdings株式会社: 366,400 shares) / Potential shares underlying the Fourth Series of Convertible Bonds with Stock Acquisition Rights 507,936 shares / Total potential shares underlying these Convertible Bonds with Stock Acquisition Rights 1,523,808 shares
Intended allottee
Name Cantor Fitzgerald Europe / Subject Fourth, Fifth and Sixth Series of Convertible Bonds with Stock Acquisition Rights / Number of Shares Not disclosed, Name Gomi Daisuke (五味大輔) / Subject New shares / Number of Shares 1,709,500 shares, Name kaya holdings株式会社 / Subject New shares / Number of Shares 366,400 shares
New shares: ¥409.5 per share, Fourth Series of Convertible Bonds with Stock Acquisition Rights: ¥90 per ¥100 of bond principal; stock acquisition rights issued at no charge
Total issue value
Fourth Series of Convertible Bonds with Stock Acquisition Rights: ¥187.2 million, Total for the three series of these Convertible Bonds with Stock Acquisition Rights: ¥561.6 million, New shares: ¥850.08105 million
Amount of funds to be raised
Total payment amount Total amount to be paid in: ¥1,411.68105 billion / Estimated net proceeds Estimated net proceeds: ¥1,369.68105 billion
Estimated issuance expenses
Estimated issuance expenses: ¥42 million
Specific use of funds
Clinical development expenses for docirbrutinib (AS-1763) and monzosertib (AS-0141), and development expenses for preclinical-stage pipeline programsAmount ¥688 million / Scheduled timing of expenditures October 2026 to July 2027
Discovery and research expenses for development compounds, including expenses for nonclinical research conducted to support the development and out-licensing activities of clinical-stage and preclinical-stage pipeline programsAmount ¥412 million / Scheduled timing of expenditures October 2026 to July 2027
Working capitalAmount ¥269 million / Scheduled timing of expenditures October 2026 to July 2027
Existing Shares and Increase
+10.05%Rate of increase
20,652,469 shares24,252,177Shares
New shares: 10.05%; these Convertible Bonds with Stock Acquisition Rights: 7.38%; total: 17.43% (17.45% in total 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.
Terms of the stock acquisition rights
Exercise price
Conversion price: ¥409.5. No price adjustment provision; no floor or ceiling. The prices for the Fifth and Sixth Series are scheduled to be set at 90% of the closing price on the trading day immediately preceding the date of each issuance resolution.
Number of Stock Acquisition Rights
Fourth Series: 40. Fifth and Sixth Series: Not disclosed. Outstanding unexercised amount: Not disclosed.
Reason for acquisition without consideration
If the need to strengthen capital no longer exists in the future or a more favorable financing method becomes available, among other circumstances, the Company may, at its discretion, acquire the outstanding Convertible Bonds with Stock Acquisition Rights at an amount equal to their principal amount.
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.
Conditions for lifting transfer restrictions
If an event giving rise to a termination right occurs, including certain defaults, breaches of contract, breaches of representations and warranties, material financial, foreign-exchange, political or economic changes, or force majeure.
Offering structure
Underwriter / lead underwriter
Cantor Fitzgerald Securities Co., Ltd. (placement agent)
Major shareholders after the offering
Name Gomi Daisuke (五味大輔) / Shareholding ratio 8.40％Name Kawamura Tsuyoshi (川村剛) / Shareholding ratio 2.70％Name MSIP CLIENT SECURITIES / Shareholding ratio 2.63％Name Hotta Kazuo (堀田和男) / Shareholding ratio 2.25％Name Uehara Toshihiko (上原俊彦) / Shareholding ratio 2.20％Name MACQUARIE BANK LIMITED DBU AC / Shareholding ratio 2.20％Name Yoshino Koichiro (吉野公一郎) / Shareholding ratio 1.67％Name kaya holdings株式会社 / Shareholding ratio 1.61％Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.50％Name 山和証券株式会社 / Shareholding ratio 1.41％
Intended allottee's holding policy
Transfer of these Convertible Bonds with Stock Acquisition Rights requires the approval of the Company's Board of Directors, and the sale of shares issued upon conversion in the exchange market generally requires the Company's prior consent. An intention has been expressed to sell the shares off-market to overseas institutional investors. There is no agreement with Gomi Daisuke (五味大輔) or kaya holdings株式会社 to continue holding the new shares, and they may be sold.
Payment date
Fourth Series: 14 October 2026 / Fifth Series: 4 November 2026 (予定) / Sixth Series: 25 November 2026 (予定) / New shares: 14 October 2026
Basis for determining the amount to be paid
The issue price of the new shares and the conversion price for the Fourth Series are ¥409.5, or 90% of the closing price of ¥455 on 25 September 2026. The new shares represent a 4.42% discount to the average closing price of ¥428.45 for the most recent one-month period, an 11.86% premium to the average of ¥366.07 for the most recent three-month period, and a 6.63% premium to the average of ¥384.05 for the most recent six-month period.
Procedures under the Corporate Code of Conduct
Based on current assumptions, the number of voting rights to be allotted will be less than 25%. If the dilution rate reaches 25% or more, the Company plans to obtain an opinion on the necessity and appropriateness of the allotment from a person with a certain degree of independence from management, pursuant to Article 432 of the Tokyo Stock Exchange Securities Listing Regulations. For the Fourth Series, the Company has already obtained the opinion of the Audit and Supervisory Committee.
Most recent equity financing
Timing 17 February 2026 / Type Third-party allotment of development acceleration stock acquisition rights and new shares for docirbrutinib (AS-1763) / Amount Planned proceeds from stock acquisition rights: ¥3,015.039195 billion; new shares: ¥20.0046 million, Timing July to November 2025 / Type First through Third Series of Unsecured Convertible Bonds with Stock Acquisition Rights / Amount Proceeds of ¥210 million for each series, Timing 11 October 2024 / Type Third-party allotment of new shares / Amount Proceeds of ¥354.216 million
Impact on Business Performance
This third-party allotment will have no impact on the Company's results for the current fiscal year ending December 2026.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the Fourth Series of Unsecured Convertible Bonds with Stock Acquisition Rights by third-party allotment, Issuance of new shares by third-party allotment, Issuance program for the Fifth and Sixth Series of Unsecured Convertible Bonds with Stock Acquisition Rights |
| Number of shares to be issued or disposed of | New shares 2,075,900 shares (Gomi Daisuke (五味大輔): 1,709,500 shares; kaya holdings株式会社: 366,400 shares) / Potential shares underlying the Fourth Series of Convertible Bonds with Stock Acquisition Rights 507,936 shares / Total potential shares underlying these Convertible Bonds with Stock Acquisition Rights 1,523,808 shares |
| Issue price and disposal price | New shares: ¥409.5 per share, Fourth Series of Convertible Bonds with Stock Acquisition Rights: ¥90 per ¥100 of bond principal; stock acquisition rights issued at no charge |
| Total issue value | Fourth Series of Convertible Bonds with Stock Acquisition Rights: ¥187.2 million, Total for the three series of these Convertible Bonds with Stock Acquisition Rights: ¥561.6 million, New shares: ¥850.08105 million |
| Amount of funds to be raised | Total payment amount Total amount to be paid in: ¥1,411.68105 billion / Estimated net proceeds Estimated net proceeds: ¥1,369.68105 billion |
| Estimated issuance expenses | Estimated issuance expenses: ¥42 million |
| Specific use of funds | Details Clinical development expenses for docirbrutinib (AS-1763) and monzosertib (AS-0141), and development expenses for preclinical-stage pipeline programs / Amount ¥688 million / Scheduled timing of expenditures October 2026 to July 2027, Details Discovery and research expenses for development compounds, including expenses for nonclinical research conducted to support the development and out-licensing activities of clinical-stage and preclinical-stage pipeline programs / Amount ¥412 million / Scheduled timing of expenditures October 2026 to July 2027, Details Working capital / Amount ¥269 million / Scheduled timing of expenditures October 2026 to July 2027 |
| Payment date | Fourth Series: 14 October 2026 / Fifth Series: 4 November 2026 (予定) / Sixth Series: 25 November 2026 (予定) / New shares: 14 October 2026 |
| Intended allottee | Name Cantor Fitzgerald Europe / Subject Fourth, Fifth and Sixth Series of Convertible Bonds with Stock Acquisition Rights / Number of Shares Not disclosed, Name Gomi Daisuke (五味大輔) / Subject New shares / Number of Shares 1,709,500 shares, Name kaya holdings株式会社 / Subject New shares / Number of Shares 366,400 shares |
| Intended allottee's holding policy | Transfer of these Convertible Bonds with Stock Acquisition Rights requires the approval of the Company's Board of Directors, and the sale of shares issued upon conversion in the exchange market generally requires the Company's prior consent. An intention has been expressed to sell the shares off-market to overseas institutional investors. There is no agreement with Gomi Daisuke (五味大輔) or kaya holdings株式会社 to continue holding the new shares, and they may be sold. |
| Dilution Rate | New shares: 10.05%; these Convertible Bonds with Stock Acquisition Rights: 7.38%; total: 17.43% (17.45% in total on a voting-rights basis) |
| Total number of issued shares | 20,652,469 shares → 22,728,369 shares (after issuance of new shares; 24,252,177 shares after conversion of the Convertible Bonds)（10.05% (new shares only) / 17.43% (if all bonds are converted)） |
| Basis for determining the amount to be paid | The issue price of the new shares and the conversion price for the Fourth Series are ¥409.5, or 90% of the closing price of ¥455 on 25 September 2026. The new shares represent a 4.42% discount to the average closing price of ¥428.45 for the most recent one-month period, an 11.86% premium to the average of ¥366.07 for the most recent three-month period, and a 6.63% premium to the average of ¥384.05 for the most recent six-month period. |
| Exercise price | Conversion price: ¥409.5. No price adjustment provision; no floor or ceiling. The prices for the Fifth and Sixth Series are scheduled to be set at 90% of the closing price on the trading day immediately preceding the date of each issuance resolution. |
| Number of Stock Acquisition Rights | Fourth Series: 40. Fifth and Sixth Series: Not disclosed. Outstanding unexercised amount: Not disclosed. |
| Conditions for lifting transfer restrictions | If an event giving rise to a termination right occurs, including certain defaults, breaches of contract, breaches of representations and warranties, material financial, foreign-exchange, political or economic changes, or force majeure. |
| Reason for acquisition without consideration | If the need to strengthen capital no longer exists in the future or a more favorable financing method becomes available, among other circumstances, the Company may, at its discretion, acquire the outstanding Convertible Bonds with Stock Acquisition Rights at an amount equal to their principal amount. |
| Underwriter / lead underwriter | Cantor Fitzgerald Securities Co., Ltd. (placement agent) |
| Procedures under the Corporate Code of Conduct | Based on current assumptions, the number of voting rights to be allotted will be less than 25%. If the dilution rate reaches 25% or more, the Company plans to obtain an opinion on the necessity and appropriateness of the allotment from a person with a certain degree of independence from management, pursuant to Article 432 of the Tokyo Stock Exchange Securities Listing Regulations. For the Fourth Series, the Company has already obtained the opinion of the Audit and Supervisory Committee. |
| Most recent equity financing | Timing 17 February 2026 / Type Third-party allotment of development acceleration stock acquisition rights and new shares for docirbrutinib (AS-1763) / Amount Planned proceeds from stock acquisition rights: ¥3,015.039195 billion; new shares: ¥20.0046 million, Timing July to November 2025 / Type First through Third Series of Unsecured Convertible Bonds with Stock Acquisition Rights / Amount Proceeds of ¥210 million for each series, Timing 11 October 2024 / Type Third-party allotment of new shares / Amount Proceeds of ¥354.216 million |
| Major shareholders after the offering | Name Gomi Daisuke (五味大輔) / Shareholding ratio 8.40％, Name Kawamura Tsuyoshi (川村剛) / Shareholding ratio 2.70％, Name MSIP CLIENT SECURITIES / Shareholding ratio 2.63％, Name Hotta Kazuo (堀田和男) / Shareholding ratio 2.25％, Name Uehara Toshihiko (上原俊彦) / Shareholding ratio 2.20％, Name MACQUARIE BANK LIMITED DBU AC / Shareholding ratio 2.20％, Name Yoshino Koichiro (吉野公一郎) / Shareholding ratio 1.67％, Name kaya holdings株式会社 / Shareholding ratio 1.61％, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.50％, Name 山和証券株式会社 / Shareholding ratio 1.41％ |
| Impact on Business Performance | This third-party allotment will have no impact on the Company's results for the current fiscal year ending December 2026. |
Items this document does not state (6)
Exercise periodTransfer restriction periodCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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 clinical development expenses, preclinical pipeline development expenses, discovery and research expenses for development compounds, and working capital. The Company explains that it will secure the funds necessary for research and development and business operations within a relatively short period and with a high degree of certainty, and achieve financing that comprehensively considers its financial position, funding needs, and the impact of dilution on existing shareholders by combining an increase in equity capital with funds raised through convertible bonds.
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