Worth reading
73In 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
4
Dilution ratio relative to total shares issued (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of paid stock options (30th Series Stock Acquisition Rights)
Who receives how much
5,461,000 common shares (54,610 Stock Acquisition Rights, each representing 100 shares)
Tadanao Kagimoto (鍵本 忠尚), Representative Executive Officer, President and CEO of the CompanyEquivalent to 5,461,000 shares (54,610 Stock Acquisition Rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥126 per Stock Acquisition Right
Total issue value
¥6,880,860 (¥126 × 54,610 Stock Acquisition Rights)
Amount of funds to be raised
Total proceeds from payment for the Stock Acquisition Rights: ¥6.9 million. Estimated net proceeds: Not disclosed. Payments made upon exercise will be allocated to working capital depending on the exercise status.
Specific use of funds
Funding for the development of an ARDS therapeutic in fiscal 2026Scheduled timing of expenditures Fiscal 2026
Payments made upon exercise will be allocated to working capitalScheduled timing of expenditures Depending on the exercise status
Existing Shares and Increase
+4.00%Rate of increase
135,002,200 shares140,463,200Shares
4.0% relative to the total number of shares issued as of the resolution date. The rate is 2.9% relative to the total number of shares 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 share splits, reverse share splits and the issuance of new shares below market value, among other events. A market-price-linked adjustment provision and a minimum exercise price are Not disclosed.
Exercise period
From 1 April 2027 to 31 March 2037
Number of Stock Acquisition Rights
Total number issued: 54,610 Stock Acquisition Rights. Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
If approval is obtained at a General Meeting of Shareholders or by the Board of Directors for a corporate reorganization or other similar transaction, or if the holder ceases to satisfy the exercise conditions before exercising the rights, the Company may acquire 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.
Conditions for lifting transfer restrictions
Exercise conditions tied to performance and business progress include consolidated revenue of at least ¥1.5 billion in any fiscal year from the fiscal year ending December 2026 through the fiscal year ending December 2032, as well as domestic approval for HLCM051, licensing upfront payments or revenue of at least ¥1 billion, revenue from conditioned media of at least ¥1 billion, completion of subject enrollment in the global Phase 3 ARDS trial, and a market capitalization exceeding ¥100 billion, among other conditions.
Categories and Number of Persons Covered
1 Representative Executive Officer, President and CEO of the Company; 54,610 Stock Acquisition Rights (equivalent to 5,461,000 common shares)
Intended allottee's holding policy
The recipient intends to hold the shares acquired upon exercise over the medium to long term. The recipient has confirmed that he will continue managing the Company with a view to increasing its corporate value in the future after exercising the rights.
Payment date
2 July 2026
Basis for determining the amount to be paid
The ¥126 issue price per Stock Acquisition Right is equal to the fair value calculated by an independent third-party valuation institution using a Monte Carlo simulation. The exercise price of ¥26.2 is 10% of the closing price of ¥262 on 16 June 2026, the trading day immediately preceding the date of the Board of Directors' resolution. The average closing price of ¥356 for the 7 most recent trading days from 20 April to 28 April 2026 was adopted as the reference share price for determining the compensation amount.
Procedures under the Corporate Code of Conduct
The fair value was calculated by an independent third-party valuation institution, an independent third-party legal expert provided an opinion that the issuance did not constitute a favorable issuance, and the Audit Committee confirmed the procedures. In the Board of Directors' resolution concerning the related-party transaction, measures were taken including excluding the intended recipient from participation in the resolution.
Most recent equity financing
Timing 17 June 2026 / Type Issuance of 28th Series Stock Acquisition Rights / Amount Not disclosed, Timing 17 June 2026 / Type Issuance of 29th Series Stock Acquisition Rights / Amount Not disclosed, Timing Not disclosed / Type 25th Series Stock Acquisition Rights / Amount Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (30th Series Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | 5,461,000 common shares (54,610 Stock Acquisition Rights, each representing 100 shares) |
| Issue price and disposal price | ¥126 per Stock Acquisition Right |
| Total issue value | ¥6,880,860 (¥126 × 54,610 Stock Acquisition Rights) |
| Amount of funds to be raised | Total proceeds from payment for the Stock Acquisition Rights: ¥6.9 million. Estimated net proceeds: Not disclosed. Payments made upon exercise will be allocated to working capital depending on the exercise status. |
| Specific use of funds | Details Funding for the development of an ARDS therapeutic in fiscal 2026 / Amount Not disclosed / Scheduled timing of expenditures Fiscal 2026, Details Payments made upon exercise 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 Tadanao Kagimoto (鍵本 忠尚), Representative Executive Officer, President and CEO of the Company / Number of Shares Equivalent to 5,461,000 shares (54,610 Stock Acquisition Rights) |
| Intended allottee's holding policy | The recipient intends to hold the shares acquired upon exercise over the medium to long term. The recipient has confirmed that he will continue managing the Company with a view to increasing its corporate value in the future after exercising the rights. |
| Dilution Rate | 4.0% relative to the total number of shares issued as of the resolution date. The rate is 2.9% relative to the total number of shares including potential shares. |
| Total number of issued shares | 135,002,200 shares → 140,463,200 shares (if all 30th Series Stock Acquisition Rights are exercised)（4.0％） |
| Basis for determining the amount to be paid | The ¥126 issue price per Stock Acquisition Right is equal to the fair value calculated by an independent third-party valuation institution using a Monte Carlo simulation. The exercise price of ¥26.2 is 10% of the closing price of ¥262 on 16 June 2026, the trading day immediately preceding the date of the Board of Directors' resolution. The average closing price of ¥356 for the 7 most recent trading days from 20 April to 28 April 2026 was adopted as the reference share price for determining the compensation amount. |
| Exercise price | The initial exercise price is ¥26.2 per share. Adjustment provisions apply in connection with share splits, reverse share splits and the issuance of new shares below market value, among other events. A market-price-linked adjustment provision and a minimum exercise price are Not disclosed. |
| Exercise period | From 1 April 2027 to 31 March 2037 |
| Number of Stock Acquisition Rights | Total number issued: 54,610 Stock Acquisition Rights. Number of unexercised rights: Not disclosed. |
| Conditions for lifting transfer restrictions | Exercise conditions tied to performance and business progress include consolidated revenue of at least ¥1.5 billion in any fiscal year from the fiscal year ending December 2026 through the fiscal year ending December 2032, as well as domestic approval for HLCM051, licensing upfront payments or revenue of at least ¥1 billion, revenue from conditioned media of at least ¥1 billion, completion of subject enrollment in the global Phase 3 ARDS trial, and a market capitalization exceeding ¥100 billion, among other conditions. |
| Reason for acquisition without consideration | If approval is obtained at a General Meeting of Shareholders or by the Board of Directors for a corporate reorganization or other similar transaction, or if the holder ceases to satisfy the exercise conditions before exercising the rights, the Company may acquire these Stock Acquisition Rights without consideration. |
| Categories and Number of Persons Covered | 1 Representative Executive Officer, President and CEO of the Company; 54,610 Stock Acquisition Rights (equivalent to 5,461,000 common shares) |
| Procedures under the Corporate Code of Conduct | The fair value was calculated by an independent third-party valuation institution, an independent third-party legal expert provided an opinion that the issuance did not constitute a favorable issuance, and the Audit Committee confirmed the procedures. In the Board of Directors' resolution concerning the related-party transaction, measures were taken including excluding the intended recipient from participation in the resolution. |
| Most recent equity financing | Timing 17 June 2026 / Type Issuance of 28th Series Stock Acquisition Rights / Amount Not disclosed, Timing 17 June 2026 / Type Issuance of 29th Series Stock Acquisition Rights / Amount Not disclosed, Timing Not disclosed / Type 25th Series Stock Acquisition Rights / Amount Not disclosed |
Items this document does not state (8)
Estimated issuance expensesTransfer restriction periodTotal 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 raise the CEO's compensation level and enhance retention and incentives in order to achieve business plan objectives, including global business expansion and obtaining approval for drug candidates. The Company states that the paid stock options will limit cash outlays while encouraging a medium- to long-term commitment to achieving performance milestones and increasing shareholder value.
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.