Worth reading
74In focus
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
9
Dilution ratio relative to total shares issued (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of paid stock options (Series 29 stock acquisition rights)
Who receives how much
12,135,600 common shares (121,356 stock acquisition rights, each for 100 shares)
Directors of the company3 / 150,000 shares (1,500 rights)
The Company's executive officers, including directors serving concurrently as executive officers4 / 10,388,000 shares (103,880 rights)
The Company's employees43 / 897,600 shares (8,976 rights)
Directors of the company's subsidiaries1 / 50,000 shares (500 rights)
Employees of the company's subsidiaries1 / 650,000 shares (6,500 rights)
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥128 per stock acquisition right
Total issue value
¥15,533,568 (¥128 × 121,356 rights)
Amount of funds to be raised
Total amount to be paid: ¥15.5 million. Estimated net proceeds: Not disclosed
Specific use of funds
Payments for the issuance of these stock acquisition rights will be allocated to the development of ARDS treatments in fiscal 2026.Scheduled timing of expenditures Fiscal 2026
Payments upon exercise of the rights will be allocated to working capital.Scheduled timing of expenditures Depending on the exercise status
Existing Shares and Increase
+9.00%Rate of increase
135,002,200 shares147,137,800Shares
9.0% of total shares outstanding as of the date of the issuance resolution. 6.5% of total shares outstanding including potential shares. Including Series 28 and Series 30 stock acquisition rights, the aggregate dilution is 14.0% of total shares outstanding and 10.0% of total shares outstanding including potential shares.
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
The initial exercise price is ¥26.2 per share. Adjustment provisions apply in connection with stock splits, reverse stock splits and the issuance of shares at a price below market value, among other events. The minimum exercise price is Not disclosed
Exercise period
From 1 April 2027 to 31 March 2037
Number of Stock Acquisition Rights
Total issued: 121,356 stock acquisition rights. Unexercised balance: Not disclosed
Reason for acquisition without consideration
If shareholder approval or a board resolution is obtained for a merger, company split, share exchange or similar transaction, or if the rights can no longer be exercised under the exercise conditions, the company may acquire all or part of these stock acquisition rights without consideration.
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
The exercisable portion is limited to 1/4 through the first anniversary of the allocation date, 2/4 during the following year, and 3/4 during the next year, after which the full amount is exercisable.
Conditions for lifting transfer restrictions
The conditions are that HLCM051 for ARDS receives conditional or full approval from Japan's regulatory authorities and that consolidated revenue of at least ¥1.5 billion is achieved in any fiscal year from the fiscal year ending December 2026 through the fiscal year ending December 2032. The provisions also deem the exercise conditions to have been satisfied in cases including approval by regulatory authorities outside Japan, delisting, an MBO or a specific, feasible acquisition proposal.
Categories and Number of Persons Covered
The company's directors: 3 people, 150,000 shares; the company's executive officers (including directors serving concurrently as executive officers): 4 people, 10,388,000 shares; the company's employees: 43 people, 897,600 shares; directors of the company's subsidiaries: 1 person, 50,000 shares; employees of the company's subsidiaries: 1 person, 650,000 shares. Total: 52 people, 12,135,600 shares.
Intended allottee's holding policy
The allocation agreements provide that the recipients will make every effort not to resign or retire for personal reasons during the exercise period. Any acquisition of the stock acquisition rights through a transfer requires approval by the company's board of directors.
Payment date
2 July 2026
Basis for determining the amount to be paid
The issue price of the stock acquisition rights is ¥128 per right, equal to the fair value calculated by an independent valuation institution using a Monte Carlo simulation. The exercise price is ¥26.2 per share, calculated as 10% of the closing price of ¥262 on 16 June 2026.
Procedures under the Corporate Code of Conduct
The Compensation Committee deliberated on 25 March, 15 April and 30 April 2026. The Audit Committee reviewed the issuance terms and, based on a fair-value assessment by an independent third-party valuation institution and the opinion of independent third-party legal experts, obtained an opinion that no material violation of laws or regulations was identified regarding the conclusion that the issuance does not constitute a particularly favourable issue. Shareholder approval is deemed unnecessary.
Most recent equity financing
Timing January 2025 / Type 24th Series Stock Acquisition Rights / Amount Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (Series 29 stock acquisition rights) |
| Number of shares to be issued or disposed of | 12,135,600 common shares (121,356 stock acquisition rights, each for 100 shares) |
| Issue price and disposal price | ¥128 per stock acquisition right |
| Total issue value | ¥15,533,568 (¥128 × 121,356 rights) |
| Amount of funds to be raised | Total amount to be paid: ¥15.5 million. Estimated net proceeds: Not disclosed |
| Specific use of funds | Details Payments for the issuance of these stock acquisition rights will be allocated to the development of ARDS treatments in fiscal 2026. / Amount Not disclosed / Scheduled timing of expenditures Fiscal 2026, Details Payments upon exercise of the rights will be allocated to working capital. / Amount Not disclosed / Scheduled timing of expenditures Depending on the exercise status |
| Payment date | 2 July 2026 |
| Intended allottee | Name Directors of the company / Number of Employees 3 / Number of Shares 150,000 shares (1,500 rights), Name The Company's executive officers, including directors serving concurrently as executive officers / Number of Employees 4 / Number of Shares 10,388,000 shares (103,880 rights), Name The Company's employees / Number of Employees 43 / Number of Shares 897,600 shares (8,976 rights), Name Directors of the company's subsidiaries / Number of Employees 1 / Number of Shares 50,000 shares (500 rights), Name Employees of the company's subsidiaries / Number of Employees 1 / Number of Shares 650,000 shares (6,500 rights) |
| Intended allottee's holding policy | The allocation agreements provide that the recipients will make every effort not to resign or retire for personal reasons during the exercise period. Any acquisition of the stock acquisition rights through a transfer requires approval by the company's board of directors. |
| Dilution Rate | 9.0% of total shares outstanding as of the date of the issuance resolution. 6.5% of total shares outstanding including potential shares. Including Series 28 and Series 30 stock acquisition rights, the aggregate dilution is 14.0% of total shares outstanding and 10.0% of total shares outstanding including potential shares. |
| Total number of issued shares | 135,002,200 shares → 147,137,800 shares (if all of these stock acquisition rights are exercised)（9.0％） |
| Basis for determining the amount to be paid | The issue price of the stock acquisition rights is ¥128 per right, equal to the fair value calculated by an independent valuation institution using a Monte Carlo simulation. The exercise price is ¥26.2 per share, calculated as 10% of the closing price of ¥262 on 16 June 2026. |
| Exercise price | The initial exercise price is ¥26.2 per share. Adjustment provisions apply in connection with stock splits, reverse stock splits and the issuance of shares at a price below market value, among other events. The minimum exercise price is Not disclosed |
| Exercise period | From 1 April 2027 to 31 March 2037 |
| Number of Stock Acquisition Rights | Total issued: 121,356 stock acquisition rights. Unexercised balance: Not disclosed |
| Transfer restriction period | The exercisable portion is limited to 1/4 through the first anniversary of the allocation date, 2/4 during the following year, and 3/4 during the next year, after which the full amount is exercisable. |
| Conditions for lifting transfer restrictions | The conditions are that HLCM051 for ARDS receives conditional or full approval from Japan's regulatory authorities and that consolidated revenue of at least ¥1.5 billion is achieved in any fiscal year from the fiscal year ending December 2026 through the fiscal year ending December 2032. The provisions also deem the exercise conditions to have been satisfied in cases including approval by regulatory authorities outside Japan, delisting, an MBO or a specific, feasible acquisition proposal. |
| Reason for acquisition without consideration | If shareholder approval or a board resolution is obtained for a merger, company split, share exchange or similar transaction, or if the rights can no longer be exercised under the exercise conditions, the company may acquire all or part of these stock acquisition rights without consideration. |
| Categories and Number of Persons Covered | The company's directors: 3 people, 150,000 shares; the company's executive officers (including directors serving concurrently as executive officers): 4 people, 10,388,000 shares; the company's employees: 43 people, 897,600 shares; directors of the company's subsidiaries: 1 person, 50,000 shares; employees of the company's subsidiaries: 1 person, 650,000 shares. Total: 52 people, 12,135,600 shares. |
| Procedures under the Corporate Code of Conduct | The Compensation Committee deliberated on 25 March, 15 April and 30 April 2026. The Audit Committee reviewed the issuance terms and, based on a fair-value assessment by an independent third-party valuation institution and the opinion of independent third-party legal experts, obtained an opinion that no material violation of laws or regulations was identified regarding the conclusion that the issuance does not constitute a particularly favourable issue. Shareholder approval is deemed unnecessary. |
| Most recent equity financing | Timing January 2025 / Type 24th Series Stock Acquisition Rights / Amount Not disclosed |
Items this document does not state (7)
Estimated issuance expensesTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.To enhance the motivation, morale and commitment of officers and employees toward medium- to long-term earnings growth and increased corporate value, and to secure and retain talented personnel. The company also cites raising compensation levels while limiting cash expenditures and providing incentives to achieve performance milestones.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.