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Share Issuance and Disposal4596Kubota Pharmaceutical Holdings Co.,Ltd.Pharmaceuticals

Notice Regarding the Issuance by Third-Party Allotment of the 41st Stock Acquisition Rights (with Exercise Price Adjustment Clause) and the 42nd Stock Acquisition Rights, and the Execution of a Purchase Agreement (Commitment Issue)

The company resolved to issue 200,000 units each of the 41st Series Stock Acquisition Rights with an exercise price adjustment clause to EVO FUND and the 42nd Series Stock Acquisition Rights with a fixed exercise price to Representative Director 窪田良 (Ryo Kubota). If all the rights are exercised, up to 40,000,000 shares will be issued and approximately ¥2.38 billion will be raised.

Worth reading
88Important
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
24.67
Dilution rate (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

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

Who receives how much

41st Series: 200,000 units (20,000,000 potential shares); 42nd Series: 200,000 units (20,000,000 potential shares)

EVO FUND200,000 units of the 41st Series Stock Acquisition Rights, 20,000,000 potential shares
Kubota Ryo (窪田良)200,000 units of the 42nd Series Stock Acquisition Rights, 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: ¥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
Expenses related to research and development and commercialisationAmount ¥1,380 million / Scheduled timing of expenditures January 2027 to December 2031
Working capital for business operationsAmount ¥1,000 million / Scheduled timing of expenditures January 2027 to December 2028
Existing Shares and Increase
+24.67%Rate of increase
162,144,288 shares202,144,288Shares

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.

Terms of the stock acquisition rights
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.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN証券株式会社 (domestic agent)
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.
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.
Payment date
9 November 2026 (allotment date)
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.
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance 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 of41st Series: 200,000 units (20,000,000 potential shares); 42nd Series: 200,000 units (20,000,000 potential shares)
Issue price and disposal price41st Series: ¥8 per stock acquisition right; 42nd Series: ¥1 per stock acquisition right
Total issue value41st Series: ¥1,600,000; 42nd Series: ¥200,000; total: ¥1,800,000
Amount of funds to be raisedTotal payment amount: ¥2,401,800,000; estimated net proceeds: ¥2,380,550,000
Estimated issuance expenses¥21,250,000
Specific use of fundsDetails 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 date9 November 2026 (allotment date)
Intended allotteeName 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 policyEVO 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 Rate24.67% (24.69% on a voting rights basis)
Total number of issued shares162,144,288 shares → 202,144,288 shares (if all stock acquisition rights are exercised)(24.67%)
Basis for determining the amount to be paidThe 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 priceSeries 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 periodSeries 41: 10 November 2026 to 10 November 2028. Series 42: 10 November 2026 to 10 November 2031.
Number of Stock Acquisition RightsTotal issued: 400,000. Unexercised balance: Not disclosed
Reason for acquisition without considerationSeries 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 CoveredEVO FUND: 1 entity, 200,000 Series 41 rights. Kubota Ryo (窪田良): 1 person, 200,000 Series 42 rights.
Underwriter / lead underwriterEVOLUTION JAPAN証券株式会社 (domestic agent)
Procedures under the Corporate Code of ConductThe 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 financingTiming 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 PerformanceThe 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)
Transfer restriction periodConditions for lifting transfer restrictionsTotal 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 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.

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Notice Regarding the Issuance by Third-Party Allotment of the 41st Stock Acquisition Rights (with Exercise Price Adjustment Clause) and the 42nd Stock Acquisition Rights, and the Execution of a Purchase Agreement (Commitment Issue) | Kubota Pharmaceutical Holdings Co.,Ltd. (4596) timely disclosure | Komori