Komori
Share Issuance and Disposal4599StemRIM Inc.Pharmaceuticals

Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) to the Company's Directors

The Company resolved to issue 3,000 Series 20 share acquisition rights free of charge as stock options to 4 of its directors. If all are exercised, 300,000 common shares will be delivered, resulting in maximum dilution of 0.47%.

Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.47
% (maximum dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of Share Acquisition Rights as Stock Options (株式会社ステムリム Series 20 Share Acquisition Rights)

発行・処分する株式数

300,000 common shares (3,000 share acquisition rights, 100 shares per right)

Intended allottee
Name The Company's directors (including outside directors) / Number of Employees 4 / Number of stock acquisition rights 3,000
No consideration
Total issue value

No consideration

Total Stock-Based Compensation
The annual limit on share acquisition rights compensation for directors is ¥150 million, including ¥30 million for outside directors. The amount granted on this occasion is Not disclosed.
発行済株式総数

Maximum 0.47% (based on 62,681,200 issued shares as of 9 September 2026)

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
Closing price on the allotment date × 1.025 (fractions of less than ¥1 rounded up). Adjusted for share splits or consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, organizational restructurings and other events. The lower limit is Not disclosed.
Exercise period
Start Date 11 September 2028 / End date 9 September 2036
Number of Stock Acquisition Rights
Total number issued 3,000 / Number of unexercised units Not disclosed
Reason for acquisition without consideration
If a merger in which the Company is the disappearing company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, is approved at a shareholders meeting. If a holder of the share acquisition rights no longer meets the exercise conditions or waives the rights. The Company may cancel the share acquisition rights it has acquired and holds at any time free of charge.
Categories and Number of Persons Covered
4 of the Company's directors (including outside directors), 3,000 rights
Intended allottee's holding policy
The acquisition of the stock acquisition rights by transfer requires the approval of the company's Board of Directors.
Basis for determining the amount to be paid
The exercise price is the closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on the allotment date multiplied by 1.025. The premium to the closing price is 2.5%.
Procedures under the Corporate Code of Conduct
At the 16th Annual Shareholders Meeting held on 27 October 2021, approval was obtained for the amount and terms of stock option compensation for directors and audit & supervisory board members. This issuance was resolved by the Board of Directors at its meeting held on 9 September 2026. Whether an independent third-party opinion was obtained is Not disclosed.
Impact on Business Performance
To increase motivation and morale to contribute to advances in research and development and contribute to higher corporate value. The specific amount of the impact on performance is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Share Acquisition Rights as Stock Options (株式会社ステムリム Series 20 Share Acquisition Rights)
Number of shares to be issued or disposed of300,000 common shares (3,000 share acquisition rights, 100 shares per right)
Issue price and disposal priceNo consideration
Total issue valueNo consideration
Intended allotteeName The Company's directors (including outside directors) / Number of Employees 4 / Number of stock acquisition rights 3,000
Intended allottee's holding policyThe acquisition of the stock acquisition rights by transfer requires the approval of the company's Board of Directors.
Dilution RateMaximum 0.47% (based on 62,681,200 issued shares as of 9 September 2026)
Total number of issued shares62,681,200 shares → Not disclosed
Basis for determining the amount to be paidThe exercise price is the closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on the allotment date multiplied by 1.025. The premium to the closing price is 2.5%.
Exercise priceClosing price on the allotment date × 1.025 (fractions of less than ¥1 rounded up). Adjusted for share splits or consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, organizational restructurings and other events. The lower limit is Not disclosed.
Exercise periodStart Date 11 September 2028 / End date 9 September 2036
Number of Stock Acquisition RightsTotal number issued 3,000 / Number of unexercised units Not disclosed
Reason for acquisition without considerationIf a merger in which the Company is the disappearing company, or a share exchange or share transfer in which the Company becomes a wholly owned subsidiary, is approved at a shareholders meeting. If a holder of the share acquisition rights no longer meets the exercise conditions or waives the rights. The Company may cancel the share acquisition rights it has acquired and holds at any time free of charge.
Categories and Number of Persons Covered4 of the Company's directors (including outside directors), 3,000 rights
Total Stock-Based CompensationThe annual limit on share acquisition rights compensation for directors is ¥150 million, including ¥30 million for outside directors. The amount granted on this occasion is Not disclosed.
Procedures under the Corporate Code of ConductAt the 16th Annual Shareholders Meeting held on 27 October 2021, approval was obtained for the amount and terms of stock option compensation for directors and audit & supervisory board members. This issuance was resolved by the Board of Directors at its meeting held on 9 September 2026. Whether an independent third-party opinion was obtained is Not disclosed.
Impact on Business PerformanceTo increase motivation and morale to contribute to advances in research and development and contribute to higher corporate value. The specific amount of the impact on performance is Not disclosed.
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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 increase motivation and morale to contribute to advances in research and development and provide incentive compensation that contributes to higher corporate value. The Company recognizes that the impact of dilution is within a reasonable range.

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.
Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) to the Company's Directors | StemRIM Inc. (4599) timely disclosure | Komori