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Share Issuance and Disposal4883Modalis Therapeutics CorporationPharmaceuticals

Notice Regarding the Issuance of Stock Options (Share Acquisition Rights)

The Company resolved to issue 9,450 stock acquisition rights free of charge as stock options to a total of 21 directors and employees of the Company and its subsidiaries. Each stock acquisition right is exercisable for 100 common shares, representing a maximum of 945,000 shares.

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Neutral
Direction inferred from the company’s description.
Scale
945000
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock options (new share acquisition rights)

発行・処分する株式数

9,450 stock acquisition rights, each exercisable for 100 common shares (maximum of 945,000 shares)

Intended allottee
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 3 / Number of stock acquisition rights Not disclosed, Category Employees of the Company / Number of Employees 4 / Number of stock acquisition rights Not disclosed, Category Employees of subsidiaries / Number of Employees 14 / Number of stock acquisition rights Not disclosed
The share acquisition rights will be issued free of charge
Amount of funds to be raised

Total amount to be paid: ¥0; estimated net proceeds: ¥0

Terms of the stock acquisition rights
Exercise price
The initial exercise price determined using the above method. Adjustment provisions apply in the event of a share split or consolidation, an issuance of shares or other securities below market value, or other specified events. The lower limit for revisions is Not disclosed.
Exercise period
Start Date 27 March 2028 / End date 26 March 2036
Number of Stock Acquisition Rights
Total to be issued: 9,450 stock acquisition rights (the planned allotment, which may be reduced if applications are not made, or for other reasons); unexercised balance: Not disclosed
Reason for acquisition without consideration
The Company may acquire, free of charge, any unexercised stock acquisition rights in the event of a corporate reorganization, exclusion from inheritance, resignation or retirement, death or inability to work, criminal penalties, competition with the Company, misconduct, bankruptcy or attachment, affiliation with antisocial forces, breach of contract, grounds for disciplinary action, breach of the duty of loyalty, or other similar circumstances.
Categories and Number of Persons Covered
3 directors of the Company, excluding directors who are Audit and Supervisory Committee members; 4 employees of the Company; and 14 employees of subsidiaries. The number of stock acquisition rights allotted by category is Not disclosed.
Intended allottee's holding policy
Any transfer of these stock acquisition rights requires the approval of the Board of Directors.
Payment date
Not applicable (the allotment date for the stock acquisition rights is 14 April 2026)
Basis for determining the amount to be paid
The exercise price will be the higher of the average closing price of the Company's common shares on the Tokyo Stock Exchange during the month preceding the month of issuance multiplied by 1.05, or the closing price on the allotment date.
Procedures under the Corporate Code of Conduct
The Company determined that the terms are not particularly favorable, that the stock acquisition rights are effective as an incentive, and that the issuance does not constitute a favorable issuance. The issuance will therefore be carried out without obtaining approval at a shareholders meeting.
Impact on Business Performance
The amount of the impact on performance at this time is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock options (new share acquisition rights)
Number of shares to be issued or disposed of9,450 stock acquisition rights, each exercisable for 100 common shares (maximum of 945,000 shares)
Issue price and disposal priceThe share acquisition rights will be issued free of charge
Amount of funds to be raisedTotal amount to be paid: ¥0; estimated net proceeds: ¥0
Payment dateNot applicable (the allotment date for the stock acquisition rights is 14 April 2026)
Intended allotteeCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 3 / Number of stock acquisition rights Not disclosed, Category Employees of the Company / Number of Employees 4 / Number of stock acquisition rights Not disclosed, Category Employees of subsidiaries / Number of Employees 14 / Number of stock acquisition rights Not disclosed
Intended allottee's holding policyAny transfer of these stock acquisition rights requires the approval of the Board of Directors.
Basis for determining the amount to be paidThe exercise price will be the higher of the average closing price of the Company's common shares on the Tokyo Stock Exchange during the month preceding the month of issuance multiplied by 1.05, or the closing price on the allotment date.
Exercise priceThe initial exercise price determined using the above method. Adjustment provisions apply in the event of a share split or consolidation, an issuance of shares or other securities below market value, or other specified events. The lower limit for revisions is Not disclosed.
Exercise periodStart Date 27 March 2028 / End date 26 March 2036
Number of Stock Acquisition RightsTotal to be issued: 9,450 stock acquisition rights (the planned allotment, which may be reduced if applications are not made, or for other reasons); unexercised balance: Not disclosed
Reason for acquisition without considerationThe Company may acquire, free of charge, any unexercised stock acquisition rights in the event of a corporate reorganization, exclusion from inheritance, resignation or retirement, death or inability to work, criminal penalties, competition with the Company, misconduct, bankruptcy or attachment, affiliation with antisocial forces, breach of contract, grounds for disciplinary action, breach of the duty of loyalty, or other similar circumstances.
Categories and Number of Persons Covered3 directors of the Company, excluding directors who are Audit and Supervisory Committee members; 4 employees of the Company; and 14 employees of subsidiaries. The number of stock acquisition rights allotted by category is Not disclosed.
Procedures under the Corporate Code of ConductThe Company determined that the terms are not particularly favorable, that the stock acquisition rights are effective as an incentive, and that the issuance does not constitute a favorable issuance. The issuance will therefore be carried out without obtaining approval at a shareholders meeting.
Impact on Business PerformanceThe amount of the impact on performance at this time is Not disclosed
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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 secure and retain talented personnel, enhance incentives, and foster medium- to long-term commitment toward improving performance and increasing corporate value.

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Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) | Modalis Therapeutics Corporation (4883) timely disclosure | Komori