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Share Issuance and Disposal4572Carna Biosciences,Inc.Pharmaceuticals

Notice of Completion of Payment for the Issuance, through a Third-Party Allotment, of the 4th Series Unsecured Convertible Bonds with Stock Acquisition Rights and New Shares

Payment has been completed for the fourth series of unsecured convertible bonds with warrants and new shares issued through a third-party allotment. The new shares were allotted to Gomi Daisuke (五味大輔) and kaya holdings, while the convertible bonds with warrants were allotted to Cantor Fitzgerald Europe.

Worth reading
64In focus
Scored from 3 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
1037281050
¥ (¥187,200,000 in convertible bonds with warrants + ¥850,081,050 in proceeds from the new shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of the fourth series of unsecured convertible bonds with warrants and new shares through a third-party allotment

Who receives how much

New shares: 1,709,500 shares to Gomi Daisuke (五味大輔), 366,400 shares to kaya holdings Co., Ltd.; potential shares underlying the convertible bonds with warrants: 507,936 shares

Cantor Fitzgerald Europe (fourth series of unsecured convertible bonds with warrants); Gomi Daisuke (五味大輔), 1,709,500 shares; kaya holdings Co., Ltd., 366,400 shares (new shares)

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

New shares: ¥409.5; bonds: ¥90 per ¥100 principal amount of each bond; warrants: no cash payment required in exchange for the warrants
Total issue value

Bonds: ¥187,200,000; new shares: not stated (proceeds of ¥850,081,050)

Amount of funds to be raised
Total: ¥1,037,281,050 (bonds: ¥187,200,000 + new shares: ¥850,081,050); estimated net proceeds: Not disclosed
Terms of the stock acquisition rights
Exercise price
Conversion price: ¥409.5; no price adjustment clause
Number of Stock Acquisition Rights
Total issued: 40; number of unexercised warrants: Not disclosed
Intended allottee's holding policy
Any transfer of these convertible bonds with warrants requires the Company's prior written approval. Other details of the intended holding policy: Not disclosed
Payment date
14 October 2026
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the fourth series of unsecured convertible bonds with warrants and new shares through a third-party allotment
Number of shares to be issued or disposed ofNew shares: 1,709,500 shares to Gomi Daisuke (五味大輔), 366,400 shares to kaya holdings Co., Ltd.; potential shares underlying the convertible bonds with warrants: 507,936 shares
Issue price and disposal priceNew shares: ¥409.5; bonds: ¥90 per ¥100 principal amount of each bond; warrants: no cash payment required in exchange for the warrants
Total issue valueBonds: ¥187,200,000; new shares: not stated (proceeds of ¥850,081,050)
Amount of funds to be raisedTotal: ¥1,037,281,050 (bonds: ¥187,200,000 + new shares: ¥850,081,050); estimated net proceeds: Not disclosed
Payment date14 October 2026
Intended allotteeCantor Fitzgerald Europe (fourth series of unsecured convertible bonds with warrants); Gomi Daisuke (五味大輔), 1,709,500 shares; kaya holdings Co., Ltd., 366,400 shares (new shares)
Intended allottee's holding policyAny transfer of these convertible bonds with warrants requires the Company's prior written approval. Other details of the intended holding policy: Not disclosed
Exercise priceConversion price: ¥409.5; no price adjustment clause
Number of Stock Acquisition RightsTotal issued: 40; number of unexercised warrants: Not disclosed
Items this document does not state (18)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesBasis for determining the amount to be paidExercise periodTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / 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.

Payment has been completed for the fourth series of unsecured convertible bonds with warrants and new shares issued through a third-party allotment, as resolved at the Board of Directors meeting held on 28 September 2026.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of Completion of Payment for the Issuance, through a Third-Party Allotment, of the 4th Series Unsecured Convertible Bonds with Stock Acquisition Rights and New Shares | Carna Biosciences,Inc. (4572) timely disclosure | Komori