Worth reading
88Important
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
24.91
% (dilution ratio relative to total shares issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights with exercise price adjustment clauses through a third-party allotment and issuance of unsecured bonds (privately placed bonds)
Who receives how much
240,000 of these Stock Acquisition Rights and 24,000,000 common shares to be delivered upon exercise of the Stock Acquisition Rights (100 shares per Stock Acquisition Right)
EVO FUND240,000 Stock Acquisition Rights
The lower thin line represents the existing number of shares to which these shares will be added.
¥11 per Stock Acquisition Right; ¥100 per ¥100 face value of the bonds
Total issue value
¥2,640,000 for the Stock Acquisition Rights; up to ¥300,000,000 for the bonds
Amount of funds to be raised
Total amount payable: ¥1,346,640,000; estimated net proceeds: ¥1,331,640,000
Estimated issuance expenses
¥15,000,000
Specific use of funds
R&D expenses for the Company's proprietary pipeline, including MDL-101Amount ¥700 million / Scheduled timing of expenditures June 2026 to December 2027
Strengthening the R&D structure and other working capitalAmount ¥331 million / Scheduled timing of expenditures June 2026 to December 2027
Funds for redemption of these bondsAmount ¥300 million / Scheduled timing of expenditures June 2026 to March 2027
Existing Shares and Increase
+24.91%Rate of increase
96,334,098 shares120,334,098Shares
24.91% (24.93% 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 ¥56. Starting two trading days after the allotment date, the exercise price will be adjusted after each subsequent trading day to 100% of the closing price on the immediately preceding trading day. Minimum: ¥28. No maximum.
Exercise period
From 15 June 2026 to 15 March 2027
Number of Stock Acquisition Rights
Total issued: 240,000; unexercised balance: Not disclosed
Reason for acquisition without consideration
After one month has elapsed from the payment date, the Company may acquire all or part of the remaining Stock Acquisition Rights if its Board of Directors resolves that such acquisition is necessary. If any remain outstanding on the final day of the exercise period, the Company will acquire all of the remaining rights.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN Securities Co., Ltd. (arranger for this scheme)
Major shareholders after the offering
The major shareholders and their shareholdings after the offering are not disclosed. The proposed allottee intends to hold the rights on a short-term basis and has not committed to long-term ownership.
Intended allottee's holding policy
Short-term holding. The common shares acquired through exercise of these Stock Acquisition Rights will generally be sold in the market, with the impact on the market taken into account at all times when selling.
Payment date
Stock Acquisition Rights: 12 June 2026; bonds: 26 June 2026
Basis for determining the amount to be paid
The payment amount for the Stock Acquisition Rights is ¥11 per right, equal to the value calculated by an independent valuation institution using a Monte Carlo simulation. The calculation was based on a closing share price of ¥56 on the valuation date, daily share price volatility of 3.70%, a risk-free interest rate of 1.11%, an expected dividend yield of 0.00%, and selling costs (a discount to the sale price) of 3.00%, among other assumptions. The exercise price will be adjusted to 100% of the closing price on the price calculation date, with no discount. The minimum exercise price is ¥28, equivalent to 50% of the closing price on the trading day immediately preceding the date of the issuance resolution.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction will not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a shareholder approval procedure are not required. The Company obtained an opinion from the Audit and Supervisory Committee that the issue terms are lawful.
Most recent equity financing
Timing 30 November 2023 / Type 1st Series Unsecured Convertible Bonds with Stock Acquisition Rights (with conversion price adjustment clauses) / Amount ¥500,000,000 in total, Timing 30 November 2023 / Type 12th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥465,017,064, Timing 23 August 2024 / Type 2nd Series Unsecured Convertible Bonds with Stock Acquisition Rights (with conversion price adjustment clauses) / Amount ¥700,000,000 in total, Timing 23 August 2024 / Type 14th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥1,797,030,600, Timing 23 August 2024 / Type 15th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥665,659,500, Timing 25 August 2025 / Type 17th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥1,221,072,000
Impact on Business Performance
The Company expects that applying the funds raised through the issuance and exercise of these bonds and Stock Acquisition Rights to their stated purposes will contribute to medium- to long-term business expansion, improved profitability, and a stronger financial base.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights with exercise price adjustment clauses through a third-party allotment and issuance of unsecured bonds (privately placed bonds) |
| Number of shares to be issued or disposed of | 240,000 of these Stock Acquisition Rights and 24,000,000 common shares to be delivered upon exercise of the Stock Acquisition Rights (100 shares per Stock Acquisition Right) |
| Issue price and disposal price | ¥11 per Stock Acquisition Right; ¥100 per ¥100 face value of the bonds |
| Total issue value | ¥2,640,000 for the Stock Acquisition Rights; up to ¥300,000,000 for the bonds |
| Amount of funds to be raised | Total amount payable: ¥1,346,640,000; estimated net proceeds: ¥1,331,640,000 |
| Estimated issuance expenses | ¥15,000,000 |
| Specific use of funds | Details R&D expenses for the Company's proprietary pipeline, including MDL-101 / Amount ¥700 million / Scheduled timing of expenditures June 2026 to December 2027, Details Strengthening the R&D structure and other working capital / Amount ¥331 million / Scheduled timing of expenditures June 2026 to December 2027, Details Funds for redemption of these bonds / Amount ¥300 million / Scheduled timing of expenditures June 2026 to March 2027 |
| Payment date | Stock Acquisition Rights: 12 June 2026; bonds: 26 June 2026 |
| Intended allottee | Name EVO FUND / Number of Shares 240,000 Stock Acquisition Rights |
| Intended allottee's holding policy | Short-term holding. The common shares acquired through exercise of these Stock Acquisition Rights will generally be sold in the market, with the impact on the market taken into account at all times when selling. |
| Dilution Rate | 24.91% (24.93% on a voting rights basis) |
| Total number of issued shares | 96,334,098 shares → 120,334,098 shares (assuming all of these Stock Acquisition Rights are exercised)（24.91％） |
| Basis for determining the amount to be paid | The payment amount for the Stock Acquisition Rights is ¥11 per right, equal to the value calculated by an independent valuation institution using a Monte Carlo simulation. The calculation was based on a closing share price of ¥56 on the valuation date, daily share price volatility of 3.70%, a risk-free interest rate of 1.11%, an expected dividend yield of 0.00%, and selling costs (a discount to the sale price) of 3.00%, among other assumptions. The exercise price will be adjusted to 100% of the closing price on the price calculation date, with no discount. The minimum exercise price is ¥28, equivalent to 50% of the closing price on the trading day immediately preceding the date of the issuance resolution. |
| Exercise price | Initially ¥56. Starting two trading days after the allotment date, the exercise price will be adjusted after each subsequent trading day to 100% of the closing price on the immediately preceding trading day. Minimum: ¥28. No maximum. |
| Exercise period | From 15 June 2026 to 15 March 2027 |
| Number of Stock Acquisition Rights | Total issued: 240,000; unexercised balance: Not disclosed |
| Reason for acquisition without consideration | After one month has elapsed from the payment date, the Company may acquire all or part of the remaining Stock Acquisition Rights if its Board of Directors resolves that such acquisition is necessary. If any remain outstanding on the final day of the exercise period, the Company will acquire all of the remaining rights. |
| Underwriter / lead underwriter | EVOLUTION JAPAN Securities Co., Ltd. (arranger for this scheme) |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction will not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a shareholder approval procedure are not required. The Company obtained an opinion from the Audit and Supervisory Committee that the issue terms are lawful. |
| Most recent equity financing | Timing 30 November 2023 / Type 1st Series Unsecured Convertible Bonds with Stock Acquisition Rights (with conversion price adjustment clauses) / Amount ¥500,000,000 in total, Timing 30 November 2023 / Type 12th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥465,017,064, Timing 23 August 2024 / Type 2nd Series Unsecured Convertible Bonds with Stock Acquisition Rights (with conversion price adjustment clauses) / Amount ¥700,000,000 in total, Timing 23 August 2024 / Type 14th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥1,797,030,600, Timing 23 August 2024 / Type 15th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥665,659,500, Timing 25 August 2025 / Type 17th Series Stock Acquisition Rights (with exercise price adjustment clauses) / Amount Estimated net proceeds of ¥1,221,072,000 |
| Major shareholders after the offering | The major shareholders and their shareholdings after the offering are not disclosed. The proposed allottee intends to hold the rights on a short-term basis and has not committed to long-term ownership. |
| Impact on Business Performance | The Company expects that applying the funds raised through the issuance and exercise of these bonds and Stock Acquisition Rights to their stated purposes will contribute to medium- to long-term business expansion, improved profitability, and a stronger financial base. |
Items this document does not state (6)
Transfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock Split Ratio
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 fund research and development of the Company's proprietary pipeline, centered on MDL-101, strengthen its R&D structure, provide working capital, and secure funds for redemption of these bonds. The Company explained that it needs to address funding requirements toward the start of clinical trials and the achievement of Proof of Concept, and strengthen its financial base.
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.