Komori
Business alliance4576D.Western Therapeutics Institute, Inc.Pharmaceuticals

Notice Regarding a Capital and Business Alliance and the Issuance of New Shares through a Third-Party Allotment

The Company entered into a capital and business alliance agreement with 千寿製薬 concerning development support for the glaucoma treatment H-1337 in Japan and other markets, as well as future exclusive research, development and commercialization rights. At the same time, the Company will conduct a third-party allotment capital increase, with 千寿製薬 as the allottee, to raise approximately ¥200 million.

Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
3.96
% (percentage of total shares issued; dilution rate)
Wording
Conditional
How definitive the wording is.

Agreements reached under this partnership

Capital and Business Alliance
4576D.Western Therapeutics Institute, Inc.
Alliance partner千寿製薬株式会社
Details of the alliance
  1. 1

    Target diseases: All ophthalmic diseases, including glaucoma

  2. 2

    Territory: Japan, China (including Hong Kong, Macao and Taiwan), South Korea, ASEAN member states and certain other regions

  3. 3

    Rights: Right to transition to a license agreement for H-1337

  4. 4

    Right of first refusal: The Company will grant 千寿製薬 a right of first refusal in countries and regions outside the territory

  5. 5

    Role — the Company: Conduct Phase III clinical trials for H-1337 in Japan

  6. 6

    Role — 千寿製薬: Support the Company's clinical trials

These are items that the documents state the two companies will work on. The lines above and below represent arrangements between the two companies.

Numerical targets under the alliance

If the option is exercised, the Company will receive up to ¥1.85 billion in total upfront and development milestone payments, up to ¥4.15 billion in total sales milestone payments, and royalties based on sales at a rate of up to a double-digit percentage. Timing of achievement: not disclosed.

Capital and personnel relationships

This indicates whether the companies will do more than work together, such as holding each other’s shares or seconding personnel (capital and business alliance).

3.96%Our ownership stake in the partner’s shares
Number of shares acquired2,150,500 shares (3.96% of the total number of shares issued as of 31 December 2025, excluding treasury shares)
Acquisition price¥199,996,500
Shareholding Policy千寿製薬 intends to hold the Company's shares over the long term. For six months from the payment date, it will not transfer the shares to a third party, provide them as collateral or otherwise dispose of them without approval based on a prior resolution of the Company's Board of Directors. If it transfers the shares within two years of the payment date, it will provide the Company with a written report and make other required disclosures.
Change in major shareholdersHidaka Yuichi (日高 有一): 9.49% (before the offering) → Hidaka Yuichi (日高 有一): 9.13% (after the offering). 千寿製薬株式会社: 3.81% (after the offering)(Hidaka Yuichi (日高 有一): decrease of 0.36 percentage points)
About the partner
Business DescriptionPharmaceuticals, medical devices and other businesses
Location3-1-9 Kawaramachi, Chuo-ku, Osaka, Japan
Share capital¥1,415 million
Net Sales¥48,917 million (fiscal year ended March 2025)
Operating profit¥2,423 million (fiscal year ended March 2025)
Impact on Business Performance

The specific impact on results for the fiscal year ending December 2026 is immaterial at this time.

Date of board resolution25 March 2026Contract Date25 March 2026Alliance start date10 April 2026 (予定)Share Acquisition Date and Payment Date10 April 2026
Agreements reached under this partnership
ItemDetails
Name of alliance partner千寿製薬株式会社
Alliance partner's business activitiesPharmaceuticals, medical devices and other businesses
Alliance partner's location3-1-9 Kawaramachi, Chuo-ku, Osaka, Japan
Alliance partner's capital¥1,415 million
Alliance partner's net sales¥48,917 million (fiscal year ended March 2025)
Alliance partner's operating income¥2,423 million (fiscal year ended March 2025)
Type of allianceCapital and Business Alliance
Details of the allianceTarget diseases: All ophthalmic diseases, including glaucoma, Territory: Japan, China (including Hong Kong, Macao and Taiwan), South Korea, ASEAN member states and certain other regions, Rights: Right to transition to a license agreement for H-1337, Right of first refusal: The Company will grant 千寿製薬 a right of first refusal in countries and regions outside the territory, Role — the Company: Conduct Phase III clinical trials for H-1337 in Japan, Role — 千寿製薬: Support the Company's clinical trials
Number of shares acquired2,150,500 shares (3.96% of the total number of shares issued as of 31 December 2025, excluding treasury shares)
Acquisition price¥199,996,500
Shareholding ratio0% (before the alliance) → 3.96%(3.96%)
Numerical targets under the allianceIf the option is exercised, the Company will receive up to ¥1.85 billion in total upfront and development milestone payments, up to ¥4.15 billion in total sales milestone payments, and royalties based on sales at a rate of up to a double-digit percentage. Timing of achievement: not disclosed.
Shareholding Policy千寿製薬 intends to hold the Company's shares over the long term. For six months from the payment date, it will not transfer the shares to a third party, provide them as collateral or otherwise dispose of them without approval based on a prior resolution of the Company's Board of Directors. If it transfers the shares within two years of the payment date, it will provide the Company with a written report and make other required disclosures.
Date of board resolution25 March 2026
Contract Date25 March 2026
Alliance start date10 April 2026 (予定)
Share Acquisition Date and Payment Date10 April 2026
Impact on Business PerformanceThe specific impact on results for the fiscal year ending December 2026 is immaterial at this time.
Change in major shareholdersHidaka Yuichi (日高 有一): 9.49% (before the offering) → Hidaka Yuichi (日高 有一): 9.13% (after the offering). 千寿製薬株式会社: 3.81% (after the offering)(Hidaka Yuichi (日高 有一): decrease of 0.36 percentage points)
Items this document does not state (4)
Overview of the joint ventureOwnership ratioDispatch of directors and officersContract Period

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 prioritize the development of H-1337 in Japan and accelerate its launch with support from 千寿製薬. The proceeds will also be used to fund development costs for H-1337 and enhance the product's business value.

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Notice Regarding a Capital and Business Alliance and the Issuance of New Shares through a Third-Party Allotment | D.Western Therapeutics Institute, Inc. (4576) timely disclosure | Komori