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Share Issuance and Disposal4572Carna Biosciences,Inc.Pharmaceuticals

Notice Regarding the Issuance by Third-Party Allotment of the Fifth Series Unsecured Convertible Bonds with Stock Acquisition Rights Pursuant to an Issuance Program Agreement

The company finalized the issuance terms for the 5th Series Unsecured Convertible Bonds with Stock Acquisition Rights under the previously established convertible bond issuance program and decided to conduct a third-party allotment to Cantor Fitzgerald Europe.

Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
187200000
Japanese yen (total payment amount for the 5th Series Convertible Bonds with Stock Acquisition Rights)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of the 5th Series Unsecured Convertible Bonds with Stock Acquisition Rights through a third-party allotment

Who receives how much

687,830 shares (maximum number of shares to be delivered if converted at the initial conversion price of ¥302.4)

Cantor Fitzgerald Europe (40 bonds)

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

¥90 per ¥100 of the principal amount of each bond
Total issue value

¥208,000,000 (total principal amount of the bonds); total payment amount: ¥187,200,000

Amount of funds to be raised
Total payment amount of ¥1,411,681,050; estimated net proceeds of ¥1,369,681,050 (for the entire financing)
Estimated issuance expenses
¥42,000,000 (for the entire financing)
Specific use of funds
Clinical development expenses for the BTK inhibitor docirbrutinib (AS-1763) and the CDC7 inhibitor monzosertib (AS-0141), development expenses for preclinical pipeline programs, and expenses for creating and researching development compoundsScheduled timing of expenditures See the initial press release (Not disclosed in this document)
Working capital (general and administrative expenses for the entire company)Scheduled timing of expenditures See the initial press release (Not disclosed in this document)
発行済株式総数

9.12% (if all of these Convertible Bonds with Stock Acquisition Rights and the 6th Series Convertible Bonds with Stock Acquisition Rights are converted; based on the total number of issued shares); 19.17% for the entire financing

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
Initial conversion price: ¥302.4. No price adjustment clause. However, an adjustment clause applies in connection with changes in the number of issued shares and other matters. There is no upper or lower conversion price.
Exercise period
5 November 2026 to 2 November 2029
Number of Stock Acquisition Rights
Total number issued: 40; number remaining unexercised: Not disclosed
Reason for acquisition without consideration
The company may acquire the bonds without consideration at its discretion if, among other circumstances, the need to strengthen its capital base ceases to exist in the future or a more favorable financing method becomes available.
Intended allottee's holding policy
Any transfer of these Convertible Bonds with Stock Acquisition Rights requires the company's prior written approval.
Payment date
4 November 2026
Basis for determining the amount to be paid
¥302.4, equivalent to 90% of the closing price of ¥336 on the Tokyo Stock Exchange on 16 October 2026. The valuation by an independent third party was ¥79.9–¥90.2 per ¥100 of the principal amount of each bond.
Procedures under the Corporate Code of Conduct
Obtained a valuation and evaluation report from 株式会社赤坂国際会計, an independent third-party organization; obtained the opinion of the Audit and Supervisory Committee, all of whose members are outside directors
Most recent equity financing
Timing As of the announcement of the initial press release dated 28 September 2026 and thereafter / Type 2nd Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount From a total principal amount of ¥125,000,000, reduced to ¥31,250,000 as of 19 October 2026 due to subsequent conversions and other events
Impact on Business Performance
The company believes that allocating funds to drug discovery research and development will contribute to enhancing business value and shareholder value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 5th Series Unsecured Convertible Bonds with Stock Acquisition Rights through a third-party allotment
Number of shares to be issued or disposed of687,830 shares (maximum number of shares to be delivered if converted at the initial conversion price of ¥302.4)
Issue price and disposal price¥90 per ¥100 of the principal amount of each bond
Total issue value¥208,000,000 (total principal amount of the bonds); total payment amount: ¥187,200,000
Amount of funds to be raisedTotal payment amount of ¥1,411,681,050; estimated net proceeds of ¥1,369,681,050 (for the entire financing)
Estimated issuance expenses¥42,000,000 (for the entire financing)
Specific use of fundsDetails Clinical development expenses for the BTK inhibitor docirbrutinib (AS-1763) and the CDC7 inhibitor monzosertib (AS-0141), development expenses for preclinical pipeline programs, and expenses for creating and researching development compounds / Amount Not disclosed / Scheduled timing of expenditures See the initial press release (Not disclosed in this document), Details Working capital (general and administrative expenses for the entire company) / Amount Not disclosed / Scheduled timing of expenditures See the initial press release (Not disclosed in this document)
Payment date4 November 2026
Intended allotteeCantor Fitzgerald Europe (40 bonds)
Intended allottee's holding policyAny transfer of these Convertible Bonds with Stock Acquisition Rights requires the company's prior written approval.
Dilution Rate9.12% (if all of these Convertible Bonds with Stock Acquisition Rights and the 6th Series Convertible Bonds with Stock Acquisition Rights are converted; based on the total number of issued shares); 19.17% for the entire financing
Total number of issued shares20,652,469 shares (as of 30 June 2026) → Not disclosed
Basis for determining the amount to be paid¥302.4, equivalent to 90% of the closing price of ¥336 on the Tokyo Stock Exchange on 16 October 2026. The valuation by an independent third party was ¥79.9–¥90.2 per ¥100 of the principal amount of each bond.
Exercise priceInitial conversion price: ¥302.4. No price adjustment clause. However, an adjustment clause applies in connection with changes in the number of issued shares and other matters. There is no upper or lower conversion price.
Exercise period5 November 2026 to 2 November 2029
Number of Stock Acquisition RightsTotal number issued: 40; number remaining unexercised: Not disclosed
Reason for acquisition without considerationThe company may acquire the bonds without consideration at its discretion if, among other circumstances, the need to strengthen its capital base ceases to exist in the future or a more favorable financing method becomes available.
Procedures under the Corporate Code of ConductObtained a valuation and evaluation report from 株式会社赤坂国際会計, an independent third-party organization; obtained the opinion of the Audit and Supervisory Committee, all of whose members are outside directors
Most recent equity financingTiming As of the announcement of the initial press release dated 28 September 2026 and thereafter / Type 2nd Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount From a total principal amount of ¥125,000,000, reduced to ¥31,250,000 as of 19 October 2026 due to subsequent conversions and other events
Impact on Business PerformanceThe company believes that allocating funds to drug discovery research and development will contribute to enhancing business value and shareholder value.
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 strengthen the financial base in order to provide ongoing and stable funding for drug discovery research and development, and to allocate the funds to clinical development expenses, development expenses for preclinical pipeline programs, research expenses and working capital.

How to read this page

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Notice Regarding the Issuance by Third-Party Allotment of the Fifth Series Unsecured Convertible Bonds with Stock Acquisition Rights Pursuant to an Issuance Program Agreement | Carna Biosciences,Inc. (4572) timely disclosure | Komori