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Share Issuance and Disposal4576D.Western Therapeutics Institute, Inc.Pharmaceuticals

Notice Regarding Completion of Payment for the Issuance of the 14th Stock Acquisition Rights (with Provisions for Adjustment of the Exercise Price) and the 2nd Unsecured Corporate Bonds through a Third-Party Allotment

Payment by the allottees has been completed for the 14th Series of Stock Acquisition Rights with exercise price adjustment clauses and the 2nd Series of Unsecured Bonds, as resolved on 14 September 2026. The total issue price of the stock acquisition rights is ¥14.43 million, and the total payment for the bonds is ¥500 million.

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Details of issuance or disposal

Issuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment, Issuance of unsecured bonds through a third-party allotment

発行・処分する株式数

39,000,000 underlying shares (390,000 stock acquisition rights, with 100 shares underlying each stock acquisition right)

Intended allottee
Name グロース・キャピタル株式会社 / Subject 390,000 stock acquisition rights and ¥400,000,000 of bonds, Name ネクスト・グロース株式会社 / Subject ¥100,000,000 of bonds
¥37 per stock acquisition right, Bonds: ¥100 per ¥100 of face value
Total issue value

Stock acquisition rights: ¥14,430,000, Bonds: ¥500,000,000

Amount of funds to be raised
Estimated net proceeds of ¥3,086,430,000 from the stock acquisition rights. For the bonds, not disclosed.
Terms of the stock acquisition rights
Exercise price
Initial exercise price: ¥79. Adjusted to 90% of the closing price on the immediately preceding trading day. Minimum: ¥44. No maximum.
Exercise period
From 1 October 2026 to 30 September 2029 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 390,000. Outstanding unexercised rights: not disclosed.
Reason for acquisition without consideration
If the closing price falls below the minimum exercise price on each of 10 consecutive trading days, the allottee may request the acquisition of all stock acquisition rights it holds within 20 trading days from the final day of that period. Other grounds for acquisition without consideration are not disclosed.
Intended allottee's holding policy
The third-party allotment agreement contains a lock-up clause. Other policies regarding holdings are not disclosed.
Payment date
1 October 2026
Basis for determining the amount to be paid
The initial exercise price of the stock acquisition rights is ¥79. The exercise price will be adjusted to 90% of the closing price on the trading day immediately preceding the date on which each exercise request takes effect, with a minimum exercise price of ¥44. The basis for calculating the issue price of the stock acquisition rights is not disclosed. The bonds will be issued at ¥100 per ¥100 of face value.
Procedures under the Corporate Code of Conduct
In accordance with the Tokyo Stock Exchange's Rules on Listing of Securities and other applicable regulations, as well as the rules of the Japan Securities Dealers Association, measures will be taken to restrict the exercise of the stock acquisition rights.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment, Issuance of unsecured bonds through a third-party allotment
Number of shares to be issued or disposed of39,000,000 underlying shares (390,000 stock acquisition rights, with 100 shares underlying each stock acquisition right)
Issue price and disposal price¥37 per stock acquisition right, Bonds: ¥100 per ¥100 of face value
Total issue valueStock acquisition rights: ¥14,430,000, Bonds: ¥500,000,000
Amount of funds to be raisedEstimated net proceeds of ¥3,086,430,000 from the stock acquisition rights. For the bonds, not disclosed.
Payment date1 October 2026
Intended allotteeName グロース・キャピタル株式会社 / Subject 390,000 stock acquisition rights and ¥400,000,000 of bonds, Name ネクスト・グロース株式会社 / Subject ¥100,000,000 of bonds
Intended allottee's holding policyThe third-party allotment agreement contains a lock-up clause. Other policies regarding holdings are not disclosed.
Basis for determining the amount to be paidThe initial exercise price of the stock acquisition rights is ¥79. The exercise price will be adjusted to 90% of the closing price on the trading day immediately preceding the date on which each exercise request takes effect, with a minimum exercise price of ¥44. The basis for calculating the issue price of the stock acquisition rights is not disclosed. The bonds will be issued at ¥100 per ¥100 of face value.
Exercise priceInitial exercise price: ¥79. Adjusted to 90% of the closing price on the immediately preceding trading day. Minimum: ¥44. No maximum.
Exercise periodFrom 1 October 2026 to 30 September 2029 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition RightsTotal issued: 390,000. Outstanding unexercised rights: not disclosed.
Reason for acquisition without considerationIf the closing price falls below the minimum exercise price on each of 10 consecutive trading days, the allottee may request the acquisition of all stock acquisition rights it holds within 20 trading days from the final day of that period. Other grounds for acquisition without consideration are not disclosed.
Procedures under the Corporate Code of ConductIn accordance with the Tokyo Stock Exchange's Rules on Listing of Securities and other applicable regulations, as well as the rules of the Japan Securities Dealers Association, measures will be taken to restrict the exercise of the stock acquisition rights.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 stock acquisition rights and unsecured bonds resolved at the Board of Directors meeting held on 14 September 2026.

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Notice Regarding Completion of Payment for the Issuance of the 14th Stock Acquisition Rights (with Provisions for Adjustment of the Exercise Price) and the 2nd Unsecured Corporate Bonds through a Third-Party Allotment | D.Western Therapeutics Institute, Inc. (4576) timely disclosure | Komori