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
24.84
% (dilution rate relative to the total number of issued shares)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of the 21st Stock Acquisition Rights (with an exercise price adjustment clause) through a third-party allotment
Who receives how much
345,000 stock acquisition rights, 100 shares per right, representing 34,500,000 potential shares
PhillipCapital Securities Co., Ltd. (345,000 rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥7 per stock acquisition right
Total issue value
¥2,415,000
Amount of funds to be raised
Total payment for the stock acquisition rights: ¥1,968,915,000; value of the property contributed upon exercise of the stock acquisition rights: ¥1,966,500,000; estimated net proceeds: ¥1,952,915,000
Estimated issuance expenses
¥16,000,000
Specific use of funds
Costs related to conducting the U.S. Phase I clinical trialAmount ¥1,367 million / Scheduled timing of expenditures June 2027 to September 2028
Costs related to developing new pipelinesAmount ¥195 million / Scheduled timing of expenditures June 2027 to September 2028
Other business operating expensesAmount ¥390 million / Scheduled timing of expenditures June 2027 to September 2028
Existing Shares and Increase
+24.84%Rate of increase
138,891,300 shares173,391,300Shares
24.84% (24.84% on a voting rights basis)
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 ¥57. On each adjustment date, adjusted to 97% of the closing price on the trading day immediately preceding the adjustment date. Minimum: ¥29. If the exercise is subject to the excess exercise restriction and the calculated price is below the closing price on the resolution date for the issuance, the exercise price will be adjusted to that closing price.
Exercise period
From 6 October 2026 to 6 October 2027
Number of Stock Acquisition Rights
Total issuance: 345,000 rights; unexercised rights: Not disclosed
Reason for acquisition without consideration
If the company's Board of Directors resolves that acquisition is necessary, the company may acquire all or part of the rights at an amount equal to the payment amount. All remaining rights will be acquired on the final day of the exercise period.
Offering structure
Underwriter / lead underwriter
PhillipCapital Securities Co., Ltd.
Intended allottee's holding policy
The rights will be held for net investment purposes. As a rule, the common shares acquired through exercise will not be held for an extended period. The holder will make decisions as appropriate based on the share price trend and will generally sell the shares in the market while taking into account the impact on the market. If a counterparty for a block trade is found, the shares will be sold directly off-auction. Transfers of the stock acquisition rights require the approval of the company's Board of Directors.
Payment date
5 October 2026
Basis for determining the amount to be paid
A third-party valuation institution valued the rights using a Monte Carlo simulation. The valuation was based on assumptions including a share price of ¥57, volatility of 46.4%, scheduled dividends of ¥0 and a risk-free interest rate of 1.6%, resulting in a value of ¥7 per stock acquisition right. The exercise price will be adjusted to 97% of the closing price on the trading day immediately preceding each adjustment date, representing a 3% discount. The minimum exercise price of ¥29 is equivalent to 50% of the closing price on the trading day immediately preceding the resolution date for the issuance.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and does not involve a change in the controlling shareholder, the company determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent were unnecessary. Regarding the issue price of the stock acquisition rights, the 3 corporate auditors, all of whom are outside corporate auditors, expressed the opinion that it was reasonable and lawful.
Most recent equity financing
Timing 30 November 2023 / Type 16th Stock Acquisition Rights (third-party allotment) / Amount Estimated net proceeds after deductions: ¥1,613.807 million, Timing 5 July 2024 / Type 17th to 19th Stock Acquisition Rights (third-party allotment) / Amount Funds raised: ¥1,863.153 million, Timing 8 December 2025 / Type 20th Stock Acquisition Rights (third-party allotment) / Amount Net proceeds after deducting various expenses: ¥1,664.210 million
Impact on Business Performance
The impact on current-period results will be disclosed appropriately once its extent becomes clear. The company believes that applying the funds raised will contribute to medium- to long-term business expansion, higher earnings and a stronger financial base.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 21st Stock Acquisition Rights (with an exercise price adjustment clause) through a third-party allotment |
| Number of shares to be issued or disposed of | 345,000 stock acquisition rights, 100 shares per right, representing 34,500,000 potential shares |
| Issue price and disposal price | ¥7 per stock acquisition right |
| Total issue value | ¥2,415,000 |
| Amount of funds to be raised | Total payment for the stock acquisition rights: ¥1,968,915,000; value of the property contributed upon exercise of the stock acquisition rights: ¥1,966,500,000; estimated net proceeds: ¥1,952,915,000 |
| Estimated issuance expenses | ¥16,000,000 |
| Specific use of funds | Details Costs related to conducting the U.S. Phase I clinical trial / Amount ¥1,367 million / Scheduled timing of expenditures June 2027 to September 2028, Details Costs related to developing new pipelines / Amount ¥195 million / Scheduled timing of expenditures June 2027 to September 2028, Details Other business operating expenses / Amount ¥390 million / Scheduled timing of expenditures June 2027 to September 2028 |
| Payment date | 5 October 2026 |
| Intended allottee | PhillipCapital Securities Co., Ltd. (345,000 rights) |
| Intended allottee's holding policy | The rights will be held for net investment purposes. As a rule, the common shares acquired through exercise will not be held for an extended period. The holder will make decisions as appropriate based on the share price trend and will generally sell the shares in the market while taking into account the impact on the market. If a counterparty for a block trade is found, the shares will be sold directly off-auction. Transfers of the stock acquisition rights require the approval of the company's Board of Directors. |
| Dilution Rate | 24.84% (24.84% on a voting rights basis) |
| Total number of issued shares | 138,891,300 shares → 173,391,300 shares (if all rights are exercised)（24.84％） |
| Basis for determining the amount to be paid | A third-party valuation institution valued the rights using a Monte Carlo simulation. The valuation was based on assumptions including a share price of ¥57, volatility of 46.4%, scheduled dividends of ¥0 and a risk-free interest rate of 1.6%, resulting in a value of ¥7 per stock acquisition right. The exercise price will be adjusted to 97% of the closing price on the trading day immediately preceding each adjustment date, representing a 3% discount. The minimum exercise price of ¥29 is equivalent to 50% of the closing price on the trading day immediately preceding the resolution date for the issuance. |
| Exercise price | Initially ¥57. On each adjustment date, adjusted to 97% of the closing price on the trading day immediately preceding the adjustment date. Minimum: ¥29. If the exercise is subject to the excess exercise restriction and the calculated price is below the closing price on the resolution date for the issuance, the exercise price will be adjusted to that closing price. |
| Exercise period | From 6 October 2026 to 6 October 2027 |
| Number of Stock Acquisition Rights | Total issuance: 345,000 rights; unexercised rights: Not disclosed |
| Reason for acquisition without consideration | If the company's Board of Directors resolves that acquisition is necessary, the company may acquire all or part of the rights at an amount equal to the payment amount. All remaining rights will be acquired on the final day of the exercise period. |
| Underwriter / lead underwriter | PhillipCapital Securities Co., Ltd. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and does not involve a change in the controlling shareholder, the company determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent were unnecessary. Regarding the issue price of the stock acquisition rights, the 3 corporate auditors, all of whom are outside corporate auditors, expressed the opinion that it was reasonable and lawful. |
| Most recent equity financing | Timing 30 November 2023 / Type 16th Stock Acquisition Rights (third-party allotment) / Amount Estimated net proceeds after deductions: ¥1,613.807 million, Timing 5 July 2024 / Type 17th to 19th Stock Acquisition Rights (third-party allotment) / Amount Funds raised: ¥1,863.153 million, Timing 8 December 2025 / Type 20th Stock Acquisition Rights (third-party allotment) / Amount Net proceeds after deducting various expenses: ¥1,664.210 million |
| Impact on Business Performance | The impact on current-period results will be disclosed appropriately once its extent becomes clear. The company believes that applying the funds raised will contribute to medium- to long-term business expansion, higher earnings and a stronger financial base. |
Items this document does not state (7)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split RatioMajor shareholders after the offering
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 fund the U.S. Phase I clinical trial for BP2202, development of new pipelines and other business operating expenses. The company explained that it needs to advance clinical trials in the United States, develop new drugs, and strengthen liquidity and its financial base.
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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