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Share Issuance and Disposal4572Carna Biosciences,Inc.Pharmaceuticals

Notice regarding the issuance, through a third-party allotment under the agreement establishing the convertible bond issuance program, of the Sixth Series Unsecured Convertible Bonds with Stock Acquisition Rights

The specific issuance terms were determined for the third-party allotment of the Sixth Series Unsecured Convertible Bonds with Stock Acquisition Rights to Cantor Fitzgerald Europe under the issuance program already established. The payment date is 25 November 2026, and the conversion price is ¥297.9 per share. There is no price adjustment provision.

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Mixed performance
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187200000
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Wording
Definitive
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Details of issuance or disposal

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

Who receives how much

698,220 shares (maximum number of shares to be delivered if all bonds are converted at the initial conversion price of ¥297.9)

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

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

Amount of funds to be raised
Total amount of ¥187,200,000 for the Sixth Series Convertible Bonds with Stock Acquisition Rights. Total payment amount for the entire financing: ¥1,411,681,050; estimated net proceeds: ¥1,369,681,050
Estimated issuance expenses
¥42,000,000 (for the entire financing)
Specific use of funds
Clinical development costs for the BTK inhibitor docirbrutinib (AS-1763), clinical development costs for the CDC7 inhibitor monzosertib (AS-0141), development costs for the preclinical pipeline, creation and research costs for development compounds, and working capital (general and administrative expenses for the company as a whole)
Existing Shares and Increase
+9.17%Rate of increase
20,652,469 shares22,546,455Shares

The ratio for the Sixth Series alone is Not disclosed. The Sixth, Fifth and Fourth Series Convertible Bonds with Stock Acquisition Rights represent 9.17% of the total number of issued shares and 9.18% of the total voting rights. Including the new shares issued in this financing, the ratios are 19.22% and 19.24% of total 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
Initial conversion price: ¥297.9. There is no price adjustment provision. However, adjustment provisions apply for purposes including protection against dilution. There is no minimum conversion price.
Exercise period
From 26 November 2026 through 22 November 2029
Number of Stock Acquisition Rights
Total issued: 40 units. Unexercised balance: 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
25 November 2026
Basis for determining the amount to be paid
The conversion price is ¥297.9, representing 90% of the TSE closing price of ¥331 on 6 November 2026. The issue price of the bonds is ¥90 per ¥100 of principal, within the valuation range of ¥83.8 to ¥91.9 determined by an independent third-party institution.
Procedures under the Corporate Code of Conduct
A valuation was obtained from 株式会社赤坂国際会計, which is independent of the company and the proposed allottee, and an opinion was obtained from the Audit and Supervisory Committee (4 outside directors).
Most recent equity financing
Timing 28 September 2026 / Type Third-party allotment of the Fourth Series Unsecured Convertible Bonds with Stock Acquisition Rights and new shares / Amount Not disclosed, Timing 19 October 2026 / Type Third-party allotment of the Fifth Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount Not disclosed
Impact on Business Performance
The specific impact of this financing on operating results is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance through a third-party allotment of the Sixth Series Unsecured Convertible Bonds with Stock Acquisition Rights
Number of shares to be issued or disposed of698,220 shares (maximum number of shares to be delivered if all bonds are converted at the initial conversion price of ¥297.9)
Issue price and disposal price¥90 per ¥100 of the principal amount of each bond
Total issue valueTotal principal amount of the bonds: ¥208,000,000; total payment amount: ¥187,200,000
Amount of funds to be raisedTotal amount of ¥187,200,000 for the Sixth Series Convertible Bonds with Stock Acquisition Rights. Total payment amount for the entire financing: ¥1,411,681,050; estimated net proceeds: ¥1,369,681,050
Estimated issuance expenses¥42,000,000 (for the entire financing)
Specific use of fundsDetails Clinical development costs for the BTK inhibitor docirbrutinib (AS-1763), clinical development costs for the CDC7 inhibitor monzosertib (AS-0141), development costs for the preclinical pipeline, creation and research costs for development compounds, and working capital (general and administrative expenses for the company as a whole) / Amount Not disclosed / Scheduled timing of expenditures Not disclosed
Payment date25 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 RateThe ratio for the Sixth Series alone is Not disclosed. The Sixth, Fifth and Fourth Series Convertible Bonds with Stock Acquisition Rights represent 9.17% of the total number of issued shares and 9.18% of the total voting rights. Including the new shares issued in this financing, the ratios are 19.22% and 19.24% of total voting rights.
Total number of issued shares20,652,469 shares (as of 30 June 2026) → 22,546,455 shares (if all of the Fourth through Sixth Series are converted)(9.17%)
Basis for determining the amount to be paidThe conversion price is ¥297.9, representing 90% of the TSE closing price of ¥331 on 6 November 2026. The issue price of the bonds is ¥90 per ¥100 of principal, within the valuation range of ¥83.8 to ¥91.9 determined by an independent third-party institution.
Exercise priceInitial conversion price: ¥297.9. There is no price adjustment provision. However, adjustment provisions apply for purposes including protection against dilution. There is no minimum conversion price.
Exercise periodFrom 26 November 2026 through 22 November 2029
Number of Stock Acquisition RightsTotal issued: 40 units. Unexercised balance: 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 ConductA valuation was obtained from 株式会社赤坂国際会計, which is independent of the company and the proposed allottee, and an opinion was obtained from the Audit and Supervisory Committee (4 outside directors).
Most recent equity financingTiming 28 September 2026 / Type Third-party allotment of the Fourth Series Unsecured Convertible Bonds with Stock Acquisition Rights and new shares / Amount Not disclosed, Timing 19 October 2026 / Type Third-party allotment of the Fifth Series Unsecured Convertible Bonds with Stock Acquisition Rights / Amount Not disclosed
Impact on Business PerformanceThe specific impact of this financing on operating results is Not disclosed
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 continuous and stable funding for drug discovery research and development, and to fund the clinical development of docirbrutinib (AS-1763) and monzosertib (AS-0141), the preclinical pipeline, the creation and research of development compounds, and company-wide working capital.

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Notice regarding the issuance, through a third-party allotment under the agreement establishing the convertible bond issuance program, of the Sixth Series Unsecured Convertible Bonds with Stock Acquisition Rights | Carna Biosciences,Inc. (4572) timely disclosure | Komori