Worth reading
88Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
14782000
Shares (potential shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of the 35th stock acquisition rights through a third-party allotment (with exercise price adjustment clause)
Who receives how much
Potential shares: 14,782,000 shares (147,820 stock acquisition rights, with each stock acquisition right entitling the holder to acquire 100 shares)
グロース・キャピタル株式会社 (147,820 stock acquisition rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥11 per stock acquisition right
Total issue value
¥1,626,020
Amount of funds to be raised
¥1,021.584 million in proceeds from the stock acquisition rights; estimated net proceeds of ¥1,006.584 million
Estimated issuance expenses
¥15 million
Specific use of funds
MRX-4TZT: costs of the Phase 2 clinical trial for a treatment for spastic paralysis (tizanidine transdermal patch)Amount ¥330 million / Scheduled timing of expenditures June 2026 to December 2026
Costs of maintaining Bondlido's marketing approvalAmount ¥100 million / Scheduled timing of expenditures November 2026 to December 2027
Research and development expenses focused on formulation development, and working capitalAmount ¥576 million / Scheduled timing of expenditures June 2026 to August 2027
Existing Shares and Increase
+24.90%Rate of increase
59,365,100 shares74,147,100Shares
Up to 24.90% based on the total number of issued shares, and 24.91% based on the number of 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
Initially ¥69. The exercise price will be adjusted to 94% of the closing price on the final trading day of the week preceding the week in which the effective date of each exercise request falls. Floor: ¥37. No cap.
Exercise period
From 8 June 2026 to 11 June 2027
Number of Stock Acquisition Rights
Total issued: 147,820 stock acquisition rights. Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
The grounds for the Company's acquisition without consideration are Not disclosed. If the Company acquires the stock acquisition rights, it will do so at an amount equal to the issue price per right in the event of a board resolution, corporate reorganization, delisting or other specified event, or on 11 June 2027.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
Until 11 June 2027, the final day of the exercise period, restrictions on certain equity issuances by the Company will apply while the allottee holds unexercised stock acquisition rights. Transfers of the stock acquisition rights to parties other than permitted transferees require the approval of the Company's board of directors.
Conditions for lifting transfer restrictions
Transfers to permitted transferees require notification only. Transfers to parties other than permitted transferees require the approval of the Company's board of directors.
Offering structure
Major shareholders after the offering
The major shareholders and their shareholdings after the offering are Not disclosed because they do not reflect the potential shares associated with this offering of stock acquisition rights. The major shareholders before the offering are Fumishige Ehira (江平文茂), 3.79%; Rakuten Securities, Inc. (楽天証券株式会社), 3.49%; Takahisa Nagai (永井崇久), 3.37%; SBI Securities Co., Ltd. (株式会社ＳＢＩ証券), 1.84%; Nomura Securities Co., Ltd. (野村證券株式会社), 1.35%; NOMURA PB NOMINEES LIMITED OMNIBUS-MARGIN (CASHPB), 1.24%; MM Co., Ltd. (株式会社ＭＭ), 0.91%; Hiroshi Yamashita (山下博), 0.65%; Yuji Esaki (江崎雄二), 0.63%; and Akira Yagi (八木朗), 0.58%.
Intended allottee's holding policy
There are no arrangements concerning the continued holding or deposit of these stock acquisition rights. The allottee does not intend to hold the shares acquired through exercise for an extended period and plans to sell them promptly after acquisition. Transfers to parties other than permitted transferees require the approval of the Company's board of directors.
Payment date
5 June 2026
Basis for determining the amount to be paid
¥11 per stock acquisition right, equal to the ¥11 valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price is ¥69, based on the share price of ¥74 as of the valuation reference date of 19 May 2026 and other factors. Thereafter, the exercise price will be adjusted to 94% of the closing price on the final trading day of the week preceding the week in which the effective date of each exercise request falls.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent party or conduct a procedure to confirm shareholders' intentions.
Most recent equity financing
Timing 24 March 2023 / Type Issuance of the 25th stock acquisition rights through a third-party allotment / Amount Planned proceeds at the time of issuance: ¥1,358,157,200 (estimated net proceeds), Timing 5 February 2024 / Type Issuance of the 28th and 29th stock acquisition rights through a third-party allotment / Amount Planned proceeds at the time of issuance: ¥1,756,207,600 (estimated net proceeds), Timing 16 April 2025 / Type Issuance of the 32nd stock acquisition rights through a third-party allotment / Amount Planned proceeds at the time of issuance: ¥1,009,650,900 (estimated net proceeds)
Impact on Business Performance
The impact on the Company's results for the fiscal year ending December 2026 is expected to be minor. If carrying out operations in accordance with the intended use of the proceeds affects the Company's results, the Company will make timely and appropriate disclosures.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 35th stock acquisition rights through a third-party allotment (with exercise price adjustment clause) |
| Number of shares to be issued or disposed of | Potential shares: 14,782,000 shares (147,820 stock acquisition rights, with each stock acquisition right entitling the holder to acquire 100 shares) |
| Issue price and disposal price | ¥11 per stock acquisition right |
| Total issue value | ¥1,626,020 |
| Amount of funds to be raised | ¥1,021.584 million in proceeds from the stock acquisition rights; estimated net proceeds of ¥1,006.584 million |
| Estimated issuance expenses | ¥15 million |
| Specific use of funds | Details MRX-4TZT: costs of the Phase 2 clinical trial for a treatment for spastic paralysis (tizanidine transdermal patch) / Amount ¥330 million / Scheduled timing of expenditures June 2026 to December 2026, Details Costs of maintaining Bondlido's marketing approval / Amount ¥100 million / Scheduled timing of expenditures November 2026 to December 2027, Details Research and development expenses focused on formulation development, and working capital / Amount ¥576 million / Scheduled timing of expenditures June 2026 to August 2027 |
| Payment date | 5 June 2026 |
| Intended allottee | グロース・キャピタル株式会社 (147,820 stock acquisition rights) |
| Intended allottee's holding policy | There are no arrangements concerning the continued holding or deposit of these stock acquisition rights. The allottee does not intend to hold the shares acquired through exercise for an extended period and plans to sell them promptly after acquisition. Transfers to parties other than permitted transferees require the approval of the Company's board of directors. |
| Dilution Rate | Up to 24.90% based on the total number of issued shares, and 24.91% based on the number of voting rights |
| Total number of issued shares | 59,365,100 shares → 74,147,100 shares (calculated assuming exercise of all stock acquisition rights)（24.90％） |
| Basis for determining the amount to be paid | ¥11 per stock acquisition right, equal to the ¥11 valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price is ¥69, based on the share price of ¥74 as of the valuation reference date of 19 May 2026 and other factors. Thereafter, the exercise price will be adjusted to 94% of the closing price on the final trading day of the week preceding the week in which the effective date of each exercise request falls. |
| Exercise price | Initially ¥69. The exercise price will be adjusted to 94% of the closing price on the final trading day of the week preceding the week in which the effective date of each exercise request falls. Floor: ¥37. No cap. |
| Exercise period | From 8 June 2026 to 11 June 2027 |
| Number of Stock Acquisition Rights | Total issued: 147,820 stock acquisition rights. Number of unexercised rights: Not disclosed. |
| Transfer restriction period | Until 11 June 2027, the final day of the exercise period, restrictions on certain equity issuances by the Company will apply while the allottee holds unexercised stock acquisition rights. Transfers of the stock acquisition rights to parties other than permitted transferees require the approval of the Company's board of directors. |
| Conditions for lifting transfer restrictions | Transfers to permitted transferees require notification only. Transfers to parties other than permitted transferees require the approval of the Company's board of directors. |
| Reason for acquisition without consideration | The grounds for the Company's acquisition without consideration are Not disclosed. If the Company acquires the stock acquisition rights, it will do so at an amount equal to the issue price per right in the event of a board resolution, corporate reorganization, delisting or other specified event, or on 11 June 2027. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent party or conduct a procedure to confirm shareholders' intentions. |
| Most recent equity financing | Timing 24 March 2023 / Type Issuance of the 25th stock acquisition rights through a third-party allotment / Amount Planned proceeds at the time of issuance: ¥1,358,157,200 (estimated net proceeds), Timing 5 February 2024 / Type Issuance of the 28th and 29th stock acquisition rights through a third-party allotment / Amount Planned proceeds at the time of issuance: ¥1,756,207,600 (estimated net proceeds), Timing 16 April 2025 / Type Issuance of the 32nd stock acquisition rights through a third-party allotment / Amount Planned proceeds at the time of issuance: ¥1,009,650,900 (estimated net proceeds) |
| Major shareholders after the offering | The major shareholders and their shareholdings after the offering are Not disclosed because they do not reflect the potential shares associated with this offering of stock acquisition rights. The major shareholders before the offering are Fumishige Ehira (江平文茂), 3.79%; Rakuten Securities, Inc. (楽天証券株式会社), 3.49%; Takahisa Nagai (永井崇久), 3.37%; SBI Securities Co., Ltd. (株式会社ＳＢＩ証券), 1.84%; Nomura Securities Co., Ltd. (野村證券株式会社), 1.35%; NOMURA PB NOMINEES LIMITED OMNIBUS-MARGIN (CASHPB), 1.24%; MM Co., Ltd. (株式会社ＭＭ), 0.91%; Hiroshi Yamashita (山下博), 0.65%; Yuji Esaki (江崎雄二), 0.63%; and Akira Yagi (八木朗), 0.58%. |
| Impact on Business Performance | The impact on the Company's results for the fiscal year ending December 2026 is expected to be minor. If carrying out operations in accordance with the intended use of the proceeds affects the Company's results, the Company will make timely and appropriate disclosures. |
Items this document does not state (5)
Categories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio
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 secure funding for the MRX-4TZT Phase 2 clinical trial, the costs of maintaining Bondlido's marketing approval, research and development expenses focused on formulation development, and working capital.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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