Worth reading
90Important
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
10000000
Shares (potential shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance by third-party allotment of the 12th Series Warrants with an exercise price adjustment clause and issuance of the 3rd Series unsecured ordinary corporate bonds (private placement)
Who receives how much
Potential shares: 10,000,000 (100,000 stock acquisition rights, with 100 shares per stock acquisition right)
EVO FUND (100,000 warrants and bonds with a total face value of ¥150,000,000)
The lower thin line represents the existing number of shares to which these shares will be added.
¥14 per warrant, ¥1,400,000 in total / Bonds: ¥100 per ¥100 of face value
Total issue value
Warrants: ¥1,400,000; bonds: ¥150,000,000
Amount of funds to be raised
Total subscription proceeds of ¥1,271,400,000; estimated net proceeds of ¥1,246,400,000 (¥1,400,000 from the warrant issuance and ¥1,270,000,000 from warrant exercises)
Estimated issuance expenses
¥25,000,000
Specific use of funds
Funds for redemption of these bondsAmount ¥150 million / Scheduled timing of expenditures August 2026 to August 2028
Research and development expenses for the Phase 1/2 clinical trial of DFP-10917 in combination with VEN and the Phase 3 clinical trialAmount ¥600 million / Scheduled timing of expenditures December 2026 to July 2028
Research and development expenses for the Phase 3 clinical trial of DFP-14323Amount ¥326 million / Scheduled timing of expenditures February 2027 to May 2028
Research and development expenses for the investigator-initiated clinical trial of DFP-11207 for biliary tract cancerAmount ¥50 million / Scheduled timing of expenditures April 2027 to the fiscal year ending March 2029
Research and development expenses for other pipeline programs, costs related to the development and administrative structures, including compensation and personnel expenses, and patent-related expenses, including registration and annuitiesAmount ¥120 million / Scheduled timing of expenditures August 2026 to March 2027
Existing Shares and Increase
+75.90%Rate of increase
13,175,000 shares23,175,000Shares
75.90% (75.94% 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 ¥127. Subject to an adjustment clause. Following adjustment, the exercise price will be 100% of the lowest closing price during the three consecutive business days immediately preceding the adjustment date, subject to a floor of ¥64. There is no cap on the exercise price.
Exercise period
10 August 2026 to 10 August 2028
Number of Stock Acquisition Rights
Total issuance: 100,000 warrants. Number of warrants outstanding and unexercised: Not disclosed.
Reason for acquisition without consideration
After one month has elapsed from the payment date, the Company may, if so resolved by its Board of Directors, acquire all or part of the remaining warrants at an amount equal to their issue price. The Company will also acquire all warrants remaining at the end of the exercise period.
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
The warrants may not be transferred to a third party without the prior approval of the Company's Board of Directors.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN証券株式会社 (domestic agent)
Intended allottee's holding policy
For investment purposes only. The ordinary shares acquired through the exercise of these warrants will generally not be held for an extended period and will primarily be sold in the market. The impact on the market will be taken into consideration when selling the shares.
Payment date
Warrants: 7 August 2026 / Bonds: 23 July 2026
Basis for determining the amount to be paid
The initial exercise price is 100% of the closing price on 21 July 2026, or ¥127. The minimum exercise price is ¥64, equivalent to 50% of the closing price. The adjusted exercise price will be 100% of the lowest closing price among the three consecutive business days preceding the adjustment date, with no discount to the reference share price. An independent third-party valuation institution used a Monte Carlo simulation.
Procedures under the Corporate Code of Conduct
On 21 July 2026, the Company obtained an opinion letter from a third-party committee comprising 3 members, namely 2 outside directors who are certified public accountants and 1 attorney, stating that the necessity and appropriateness of the transaction were recognized.
Most recent equity financing
Timing 2 February 2026 / Type 11th Series Warrants with an exercise price adjustment clause issued by third-party allotment / Amount Estimated net proceeds at issuance: ¥719,680,000, Timing April 2025 / Type 10th Series Warrants issued by third-party allotment / Amount ¥1,157 million (net proceeds before the amendment), Timing September 2024 / Type 8th Series Warrants issued by third-party allotment / Amount ¥750 million (net proceeds after the amendment), Timing October 2023 / Type Shares and 7th Series Warrants issued by third-party allotment / Amount ¥1,443 million
Impact on Business Performance
The impact on results for the fiscal year ending March 2027 is expected to be immaterial.
Total issue amount (bonds)
¥150,000,000; annual interest rate: 0.0%; maturity date: 10 August 2028
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance by third-party allotment of the 12th Series Warrants with an exercise price adjustment clause and issuance of the 3rd Series unsecured ordinary corporate bonds (private placement) |
| Number of shares to be issued or disposed of | Potential shares: 10,000,000 (100,000 stock acquisition rights, with 100 shares per stock acquisition right) |
| Issue price and disposal price | ¥14 per warrant, ¥1,400,000 in total / Bonds: ¥100 per ¥100 of face value |
| Total issue value | Warrants: ¥1,400,000; bonds: ¥150,000,000 |
| Amount of funds to be raised | Total subscription proceeds of ¥1,271,400,000; estimated net proceeds of ¥1,246,400,000 (¥1,400,000 from the warrant issuance and ¥1,270,000,000 from warrant exercises) |
| Estimated issuance expenses | ¥25,000,000 |
| Specific use of funds | Details Funds for redemption of these bonds / Amount ¥150 million / Scheduled timing of expenditures August 2026 to August 2028, Details Research and development expenses for the Phase 1/2 clinical trial of DFP-10917 in combination with VEN and the Phase 3 clinical trial / Amount ¥600 million / Scheduled timing of expenditures December 2026 to July 2028, Details Research and development expenses for the Phase 3 clinical trial of DFP-14323 / Amount ¥326 million / Scheduled timing of expenditures February 2027 to May 2028, Details Research and development expenses for the investigator-initiated clinical trial of DFP-11207 for biliary tract cancer / Amount ¥50 million / Scheduled timing of expenditures April 2027 to the fiscal year ending March 2029, Details Research and development expenses for other pipeline programs, costs related to the development and administrative structures, including compensation and personnel expenses, and patent-related expenses, including registration and annuities / Amount ¥120 million / Scheduled timing of expenditures August 2026 to March 2027 |
| Payment date | Warrants: 7 August 2026 / Bonds: 23 July 2026 |
| Intended allottee | EVO FUND (100,000 warrants and bonds with a total face value of ¥150,000,000) |
| Intended allottee's holding policy | For investment purposes only. The ordinary shares acquired through the exercise of these warrants will generally not be held for an extended period and will primarily be sold in the market. The impact on the market will be taken into consideration when selling the shares. |
| Dilution Rate | 75.90% (75.94% on a voting rights basis) |
| Total number of issued shares | 13,175,000 shares (as of 31 March 2026) → 23,175,000 shares (calculated assuming that all of these warrants are exercised)（75.90％） |
| Basis for determining the amount to be paid | The initial exercise price is 100% of the closing price on 21 July 2026, or ¥127. The minimum exercise price is ¥64, equivalent to 50% of the closing price. The adjusted exercise price will be 100% of the lowest closing price among the three consecutive business days preceding the adjustment date, with no discount to the reference share price. An independent third-party valuation institution used a Monte Carlo simulation. |
| Exercise price | Initially ¥127. Subject to an adjustment clause. Following adjustment, the exercise price will be 100% of the lowest closing price during the three consecutive business days immediately preceding the adjustment date, subject to a floor of ¥64. There is no cap on the exercise price. |
| Exercise period | 10 August 2026 to 10 August 2028 |
| Number of Stock Acquisition Rights | Total issuance: 100,000 warrants. Number of warrants outstanding and unexercised: Not disclosed. |
| Conditions for lifting transfer restrictions | The warrants may not be transferred to a third party without the prior approval of the Company's Board of Directors. |
| Reason for acquisition without consideration | After one month has elapsed from the payment date, the Company may, if so resolved by its Board of Directors, acquire all or part of the remaining warrants at an amount equal to their issue price. The Company will also acquire all warrants remaining at the end of the exercise period. |
| Underwriter / lead underwriter | EVOLUTION JAPAN証券株式会社 (domestic agent) |
| Procedures under the Corporate Code of Conduct | On 21 July 2026, the Company obtained an opinion letter from a third-party committee comprising 3 members, namely 2 outside directors who are certified public accountants and 1 attorney, stating that the necessity and appropriateness of the transaction were recognized. |
| Most recent equity financing | Timing 2 February 2026 / Type 11th Series Warrants with an exercise price adjustment clause issued by third-party allotment / Amount Estimated net proceeds at issuance: ¥719,680,000, Timing April 2025 / Type 10th Series Warrants issued by third-party allotment / Amount ¥1,157 million (net proceeds before the amendment), Timing September 2024 / Type 8th Series Warrants issued by third-party allotment / Amount ¥750 million (net proceeds after the amendment), Timing October 2023 / Type Shares and 7th Series Warrants issued by third-party allotment / Amount ¥1,443 million |
| Impact on Business Performance | The impact on results for the fiscal year ending March 2027 is expected to be immaterial. |
| Total issue amount (bonds) | ¥150,000,000; annual interest rate: 0.0%; maturity date: 10 August 2028 |
Items this document does not state (6)
Transfer restriction periodCategories 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.The funds will be allocated to clinical trial and research and development expenses for DFP-10917+VEN, DFP-14323 and DFP-11207, bond redemption, research and development expenses for other pipeline programs, strengthening the development and administrative structures, and patent-related expenses. The Company also cited the need to secure funding because the exercise of the 9th and 11th Series Warrants has not progressed as expected.
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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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.