Worth reading
94Important
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
37.15
% (dilution rate based on the total number of issued shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares, Series 19 Stock Acquisition Rights and Series 20 Stock Acquisition Rights (with an option to select a provision for adjusting the exercise price) through a third-party allotment
Who receives how much
New shares: 1,046,000 shares (estimated; 627,600 shares to 丸石製薬 and 418,400 shares to ゼノアックHD). Potential shares underlying the Stock Acquisition Rights: 2,146,000 shares (1,073,000 shares under Series 19 and 1,073,000 shares under Series 20)
丸石製薬株式会社627,600 shares (estimated)
ゼノアックホールディングス株式会社418,400 shares (estimated)
Macquarie Bank Limited10,730 Series 19 rights; 10,730 Series 20 rights
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.
New shares: an amount equivalent to 92% of the closing price on the trading day immediately preceding the pricing date (estimated at ¥478). Series 19 Stock Acquisition Rights: ¥228 per right. Series 20 Stock Acquisition Rights: ¥187 per right
Total issue value
New shares: ¥499,988,000 (estimated amount based on ¥478). Stock Acquisition Rights: ¥4,452,950
Amount of funds to be raised
Total amount payable: ¥2,221,240,950; estimated net proceeds: ¥2,205,240,950
Estimated issuance expenses
Estimated issuance expenses: ¥16,000,000
Specific use of funds
Costs of advancing preparations for a Phase III clinical trial in the acute phase of spinal cord injury in the United StatesAmount ¥678 million / Scheduled timing of expenditures December 2026 to September 2028
Costs of preparing to establish a manufacturing system for recombinant human HGF drug substance using a new manufacturing methodAmount ¥640 million / Scheduled timing of expenditures December 2026 to September 2028
Domestic drug-substance manufacturingAmount ¥310 million / Scheduled timing of expenditures December 2026 to September 2028
Working capitalAmount ¥577 million / Scheduled timing of expenditures December 2026 to September 2028
Existing Shares and Increase
+37.15%Rate of increase
8,593,200 shares11,785,200Shares
37.15% (37.19% based on voting rights)
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 19: ¥600, with no adjustment provision. Series 20: initially ¥1,000; if the Board of Directors exercises the option to select an exercise-price adjustment, the price will be adjusted to 92% of the closing price, subject to a floor of ¥260.
Exercise period
8 December 2026 to 8 December 2028
Number of Stock Acquisition Rights
Total issuance of 21,460 rights (10,730 Series 19 rights and 10,730 Series 20 rights). Undisclosed: remaining unexercised rights.
Reason for acquisition without consideration
If funding needs decline or the Company's capital policy changes, among other circumstances, the Company may, by resolution of the Board of Directors and with 15 trading days' prior notice, acquire all or part of the remaining Stock Acquisition Rights at an amount equivalent to their issue price.
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.
Transfer restriction period
From the date of execution of the Stock Acquisition Rights Purchase Agreement until the earliest of the expiration of the exercise period, the date on which all rights have been exercised, the date on which the Company acquires all remaining rights, or the date of termination of the agreement. Any transfer by Macquarie to a third party requires the prior approval of the Board of Directors.
Offering structure
Major shareholders after the offering
Name 丸石製薬株式会社 / Shareholding ratio 6.17％Name 日本全薬工業株式会社 / Shareholding ratio 4.25％Name 株式会社SBI証券 / Shareholding ratio 3.75％Name ゼノアックホールディングス株式会社 / Shareholding ratio 3.55％
Intended allottee's holding policy
丸石製薬 and ゼノアックHD intend to hold the new shares for the medium to long term. Macquarie intends to acquire the Stock Acquisition Rights for investment purposes and plans to sell the shares acquired through the exercise of the Stock Acquisition Rights relatively soon after acquisition.
Payment date
7 December 2026 (new shares); 7 December 2026 (Stock Acquisition Rights)
Basis for determining the amount to be paid
The issue price for the new shares will be 92% of the closing price on the trading day immediately preceding the pricing date. Assuming an issue price of ¥478, this represents a 17.73% discount to the average price for the most recent 1-month period of ¥581, a 5.16% discount to the average price for the most recent 3-month period of ¥504, and a 13.00% premium to the average price for the most recent 6-month period of ¥423. The Series 19 exercise price of ¥600 represents 115.61% of the immediately preceding closing price of ¥519, while the initial Series 20 exercise price of ¥1,000 represents 192.68%.
Procedures under the Corporate Code of Conduct
Because the dilution rate will be at least 25%, the Company established a third-party committee composed of independent outside directors and outside Audit & Supervisory Board Members and obtained its opinion on the necessity and appropriateness of the transaction. No shareholder meeting was held to confirm shareholder approval.
Most recent equity financing
Timing Payment made on 1 August 2025 / Type Series 16 Stock Acquisition Rights through a third-party allotment / Amount Estimated net proceeds of ¥1,404,103,000 (¥722 million raised to date), Timing August 2023 / Type Series 13 Stock Acquisition Rights / Amount ¥883 million
Impact on Business Performance
The impact of the issuance of the new shares and Stock Acquisition Rights on results for the current fiscal year is immaterial.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares, Series 19 Stock Acquisition Rights and Series 20 Stock Acquisition Rights (with an option to select a provision for adjusting the exercise price) through a third-party allotment |
| Number of shares to be issued or disposed of | New shares: 1,046,000 shares (estimated; 627,600 shares to 丸石製薬 and 418,400 shares to ゼノアックHD). Potential shares underlying the Stock Acquisition Rights: 2,146,000 shares (1,073,000 shares under Series 19 and 1,073,000 shares under Series 20) |
| Issue price and disposal price | New shares: an amount equivalent to 92% of the closing price on the trading day immediately preceding the pricing date (estimated at ¥478). Series 19 Stock Acquisition Rights: ¥228 per right. Series 20 Stock Acquisition Rights: ¥187 per right |
| Total issue value | New shares: ¥499,988,000 (estimated amount based on ¥478). Stock Acquisition Rights: ¥4,452,950 |
| Amount of funds to be raised | Total amount payable: ¥2,221,240,950; estimated net proceeds: ¥2,205,240,950 |
| Estimated issuance expenses | Estimated issuance expenses: ¥16,000,000 |
| Specific use of funds | Details Costs of advancing preparations for a Phase III clinical trial in the acute phase of spinal cord injury in the United States / Amount ¥678 million / Scheduled timing of expenditures December 2026 to September 2028, Details Costs of preparing to establish a manufacturing system for recombinant human HGF drug substance using a new manufacturing method / Amount ¥640 million / Scheduled timing of expenditures December 2026 to September 2028, Details Domestic drug-substance manufacturing / Amount ¥310 million / Scheduled timing of expenditures December 2026 to September 2028, Details Working capital / Amount ¥577 million / Scheduled timing of expenditures December 2026 to September 2028 |
| Payment date | 7 December 2026 (new shares); 7 December 2026 (Stock Acquisition Rights) |
| Intended allottee | Name 丸石製薬株式会社 / Number of Shares 627,600 shares (estimated), Name ゼノアックホールディングス株式会社 / Number of Shares 418,400 shares (estimated), Name Macquarie Bank Limited / Number of Shares 10,730 Series 19 rights; 10,730 Series 20 rights |
| Intended allottee's holding policy | 丸石製薬 and ゼノアックHD intend to hold the new shares for the medium to long term. Macquarie intends to acquire the Stock Acquisition Rights for investment purposes and plans to sell the shares acquired through the exercise of the Stock Acquisition Rights relatively soon after acquisition. |
| Dilution Rate | 37.15% (37.19% based on voting rights) |
| Total number of issued shares | 8,593,200 shares → 11,785,200 shares (assuming all new shares are issued and all Stock Acquisition Rights are exercised)（37.15％） |
| Basis for determining the amount to be paid | The issue price for the new shares will be 92% of the closing price on the trading day immediately preceding the pricing date. Assuming an issue price of ¥478, this represents a 17.73% discount to the average price for the most recent 1-month period of ¥581, a 5.16% discount to the average price for the most recent 3-month period of ¥504, and a 13.00% premium to the average price for the most recent 6-month period of ¥423. The Series 19 exercise price of ¥600 represents 115.61% of the immediately preceding closing price of ¥519, while the initial Series 20 exercise price of ¥1,000 represents 192.68%. |
| Exercise price | Series 19: ¥600, with no adjustment provision. Series 20: initially ¥1,000; if the Board of Directors exercises the option to select an exercise-price adjustment, the price will be adjusted to 92% of the closing price, subject to a floor of ¥260. |
| Exercise period | 8 December 2026 to 8 December 2028 |
| Number of Stock Acquisition Rights | Total issuance of 21,460 rights (10,730 Series 19 rights and 10,730 Series 20 rights). Undisclosed: remaining unexercised rights. |
| Transfer restriction period | From the date of execution of the Stock Acquisition Rights Purchase Agreement until the earliest of the expiration of the exercise period, the date on which all rights have been exercised, the date on which the Company acquires all remaining rights, or the date of termination of the agreement. Any transfer by Macquarie to a third party requires the prior approval of the Board of Directors. |
| Reason for acquisition without consideration | If funding needs decline or the Company's capital policy changes, among other circumstances, the Company may, by resolution of the Board of Directors and with 15 trading days' prior notice, acquire all or part of the remaining Stock Acquisition Rights at an amount equivalent to their issue price. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate will be at least 25%, the Company established a third-party committee composed of independent outside directors and outside Audit & Supervisory Board Members and obtained its opinion on the necessity and appropriateness of the transaction. No shareholder meeting was held to confirm shareholder approval. |
| Most recent equity financing | Timing Payment made on 1 August 2025 / Type Series 16 Stock Acquisition Rights through a third-party allotment / Amount Estimated net proceeds of ¥1,404,103,000 (¥722 million raised to date), Timing August 2023 / Type Series 13 Stock Acquisition Rights / Amount ¥883 million |
| Major shareholders after the offering | Name 丸石製薬株式会社 / Shareholding ratio 6.17％, Name 日本全薬工業株式会社 / Shareholding ratio 4.25％, Name 株式会社SBI証券 / Shareholding ratio 3.75％, Name ゼノアックホールディングス株式会社 / Shareholding ratio 3.55％ |
| Impact on Business Performance | The impact of the issuance of the new shares and Stock Acquisition Rights on results for the current fiscal year is immaterial. |
Items this document does not state (6)
Conditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock 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 preparations for a Phase III clinical trial in the acute phase of spinal cord injury in the United States, preparations to establish a manufacturing system for recombinant human HGF drug substance using a new manufacturing method, domestic drug-substance manufacturing, and working capital.
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