Details of issuance or disposal
Issuance of the 41st Series Stock Acquisition Rights with an exercise price adjustment clause and the 42nd Series Stock Acquisition Rights through a third-party allotment
41st Series: 200,000 units (20,000,000 potential shares); 42nd Series: 200,000 units (20,000,000 potential shares)
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.
41st Series: ¥1,600,000; 42nd Series: ¥200,000; total: ¥1,800,000
24.67% (24.69% 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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of the 41st Series Stock Acquisition Rights with an exercise price adjustment clause and the 42nd Series Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | 41st Series: 200,000 units (20,000,000 potential shares); 42nd Series: 200,000 units (20,000,000 potential shares) |
| Issue price and disposal price | 41st Series: ¥8 per stock acquisition right; 42nd Series: ¥1 per stock acquisition right |
| Total issue value | 41st Series: ¥1,600,000; 42nd Series: ¥200,000; total: ¥1,800,000 |
| Amount of funds to be raised | Total payment amount: ¥2,401,800,000; estimated net proceeds: ¥2,380,550,000 |
| Estimated issuance expenses | ¥21,250,000 |
| Specific use of funds | Details Expenses related to research and development and commercialisation / Amount ¥1,380 million / Scheduled timing of expenditures January 2027 to December 2031, Details Working capital for business operations / Amount ¥1,000 million / Scheduled timing of expenditures January 2027 to December 2028 |
| Payment date | 9 November 2026 (allotment date) |
| Intended allottee | Name EVO FUND / Number of Shares 200,000 units of the 41st Series Stock Acquisition Rights, 20,000,000 potential shares, Name Kubota Ryo (窪田良) / Number of Shares 200,000 units of the 42nd Series Stock Acquisition Rights, 20,000,000 potential shares |
| Intended allottee's holding policy | EVO FUND intends to invest and may sell the shares acquired through exercise. 窪田良 (Ryo Kubota) plans to sell some of the acquired shares, but intends to hold the shares not subject to sale over the medium to long term and not sell them in the market for the time being. Transfers of the stock acquisition rights require approval by the company's Board of Directors. |
| Dilution Rate | 24.67% (24.69% on a voting rights basis) |
| Total number of issued shares | 162,144,288 shares → 202,144,288 shares (if all stock acquisition rights are exercised)(24.67%) |
| Basis for determining the amount to be paid | The initial exercise price for Series 41 and the exercise price for Series 42 are 100% of the closing price of ¥60 on 22 October 2026. The revised exercise price for Series 41 is 100% of the simple average closing price for the 2 consecutive trading days preceding the revision date. The minimum exercise price for Series 41 is ¥30. |
| Exercise price | Series 41: Initially ¥60, revised every 2 trading days to 100% of the simple average closing price for the preceding 2 consecutive trading days, subject to a minimum of ¥30. Series 42: ¥60, with no ordinary market-price-linked adjustment, but with a full-ratchet adjustment clause. |
| Exercise period | Series 41: 10 November 2026 to 10 November 2028. Series 42: 10 November 2026 to 10 November 2031. |
| Number of Stock Acquisition Rights | Total issued: 400,000. Unexercised balance: Not disclosed |
| Reason for acquisition without consideration | Series 41: The remaining rights will be acquired if the company resolves that acquisition is necessary, or on 10 November 2028. Series 42: The remaining rights will be acquired on 10 November 2031. In both cases, the acquisition price will be equal to the payment amount per stock acquisition right. |
| Categories and Number of Persons Covered | EVO FUND: 1 entity, 200,000 Series 41 rights. Kubota Ryo (窪田良): 1 person, 200,000 Series 42 rights. |
| Underwriter / lead underwriter | EVOLUTION JAPAN証券株式会社 (domestic agent) |
| Procedures under the Corporate Code of Conduct | The company obtained an opinion on the legality of the payment amount for these stock acquisition rights from its Audit & Supervisory Committee, all of whose members are outside directors. Any future full-ratchet adjustment for Series 42 will require the affirmative opinion of all Audit & Supervisory Committee members. |
| Most recent equity financing | Timing December 2025 / Type New shares and Series 38 stock acquisition rights issued through a third-party allotment / Amount Actual funds raised: ¥630,004,500; estimated net proceeds: approximately ¥614 million, Timing September 2024 / Type Series 33 stock acquisition rights / Amount Estimated net proceeds: approximately ¥791 million |
| Impact on Business Performance | The company will promote research and development and commercialisation activities, secure the funds necessary for business operations, and stabilise its financial base. The specific impact on business performance has not been determined. |
Items this document does not state (6)
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 funds for expenses related to the research and development and commercialisation of pharmaceuticals and medical devices, as well as working capital for business operations. The company states that phased fundraising will enable it to strengthen equity capital while limiting temporary large-scale dilution.