Komori
Share Issuance and Disposal4888STELLA PHARMA CORPORATIONPharmaceuticals

Notice Regarding the Filing of an Issuance Registration Statement in Connection with the Execution of an Agreement Establishing a Stock and Stock Acquisition Rights Issuance Program, and the Issuance of New Shares and Stock Acquisition Rights by Third-Party Allotment

The Company resolved to issue 1,000,000 common shares and 10,500 Series 5 Stock Acquisition Rights, with CVI Investments, Inc. as the allottee. In addition, it established a program under the same structure that allows for the issuance of a total of 4,000,000 common shares and 42,000 Stock Acquisition Rights in four installments.

Worth reading
86Important
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
1655196000
Yen (total subscription payment for the first third-party allotment)
Wording
Avoiding a definitive answer
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares and stock acquisition rights through a third-party allotment

Who receives how much

First installment: 1,000,000 common shares and 10,500 Stock Acquisition Rights (underlying shares: 1,050,000). Entire program: 4,000,000 common shares and 42,000 Stock Acquisition Rights (underlying shares: 4,200,000)

CVI Investments, Inc.1,000,000 common shares and 10,500 Stock Acquisition Rights

The lower thin line represents the existing number of shares to which these shares will be added.

Common shares: ¥696 per share. Stock Acquisition Rights: ¥552 per right (¥5.52 per underlying share)
Total issue value

Common shares: ¥696,000,000. Stock Acquisition Rights: ¥5,796,000

Amount of funds to be raised
Total subscription payments: ¥1,655,196,000; estimated net proceeds: ¥1,620,833,250
Estimated issuance expenses
¥34,362,750
Specific use of funds
Costs related to clinical trials targeting rare cancersAmount ¥249 million / Scheduled timing of expenditures April 2026 to March 2031
Research and development costs for deep-seated cancer treatmentAmount ¥295 million / Scheduled timing of expenditures April 2026 to March 2031
Preclinical trial expenses for next-generation boron compoundsAmount ¥586 million / Scheduled timing of expenditures April 2026 to March 2031
Expenses related to preparations for expanding BNCT treatment facilitiesAmount ¥60 million / Scheduled timing of expenditures April 2027 to March 2029
Marketing expenses aimed at expanding indicationsAmount ¥101 million / Scheduled timing of expenditures April 2026 to March 2031
Manufacturing development costs for overseas expansion and the establishment of a stable supply systemAmount ¥327 million / Scheduled timing of expenditures April 2027 to March 2031
Existing Shares and Increase
+6.02%Rate of increase
34,034,100 shares42,234,100Shares

First installment: 6.02%. Entire program: 24.09%

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 ¥908. On 16 April 2028 and on each semiannual reference date thereafter, the exercise price may be revised to the lower of 110% of the VWAP for the 10 trading days immediately preceding the reference date and the exercise price as of the reference date. No floor has been set for downward adjustments.
Exercise period
17 April 2026 to 16 April 2030
Number of Stock Acquisition Rights
Total issued: 10,500 rights. Number of unexercised rights: Not disclosed
Offering structure
Major shareholders after the offering
Name ステラケミファ株式会社 / Shareholding ratio 31.74%Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 5.41%Name CVI Investments, Inc. / Shareholding ratio 5.68%Name Nakamura Sawashi (中村沢司) / Shareholding ratio 2.83%Name 楽天証券株式会社 / Shareholding ratio 1.93%Name Aoyama Kaoru (青山馥) / Shareholding ratio 1.39%Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.08%Name Aoyama Hideyo (青山英世) / Shareholding ratio 0.87%Name International Club General Foundation / Shareholding ratio 0.83%Name 三菱UFJ eスマート証券株式会社 / Shareholding ratio 0.79%
Intended allottee's holding policy
There is no agreement regarding continued ownership, and the allottee's investment policy is pure investment. The allottee will ensure that its voting rights do not exceed 9.9% of total voting rights.
Payment date
16 April 2026
Basis for determining the amount to be paid
The issue price for the common shares is 92% of the closing price on the trading day immediately preceding the date of the issuance resolution. Based on the closing price of ¥756 on 30 March 2026, the issue price for the first installment is ¥696. The issue price for the Stock Acquisition Rights is based on a valuation using a Monte Carlo simulation by an independent valuation institution.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Most recent equity financing
Timing 30 December 2022 / Type Fourth issuance of stock acquisition rights through a third-party allotment / Amount Proceeds of ¥1,786,131,990
Impact on Business Performance
The impact of the funds raised through this program on the earnings forecast for the current fiscal year is immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares and stock acquisition rights through a third-party allotment
Number of shares to be issued or disposed ofFirst installment: 1,000,000 common shares and 10,500 Stock Acquisition Rights (underlying shares: 1,050,000). Entire program: 4,000,000 common shares and 42,000 Stock Acquisition Rights (underlying shares: 4,200,000)
Issue price and disposal priceCommon shares: ¥696 per share. Stock Acquisition Rights: ¥552 per right (¥5.52 per underlying share)
Total issue valueCommon shares: ¥696,000,000. Stock Acquisition Rights: ¥5,796,000
Amount of funds to be raisedTotal subscription payments: ¥1,655,196,000; estimated net proceeds: ¥1,620,833,250
Estimated issuance expenses¥34,362,750
Specific use of fundsDetails Costs related to clinical trials targeting rare cancers / Amount ¥249 million / Scheduled timing of expenditures April 2026 to March 2031, Details Research and development costs for deep-seated cancer treatment / Amount ¥295 million / Scheduled timing of expenditures April 2026 to March 2031, Details Preclinical trial expenses for next-generation boron compounds / Amount ¥586 million / Scheduled timing of expenditures April 2026 to March 2031, Details Expenses related to preparations for expanding BNCT treatment facilities / Amount ¥60 million / Scheduled timing of expenditures April 2027 to March 2029, Details Marketing expenses aimed at expanding indications / Amount ¥101 million / Scheduled timing of expenditures April 2026 to March 2031, Details Manufacturing development costs for overseas expansion and the establishment of a stable supply system / Amount ¥327 million / Scheduled timing of expenditures April 2027 to March 2031
Payment date16 April 2026
Intended allotteeName CVI Investments, Inc. / Number of Shares 1,000,000 common shares and 10,500 Stock Acquisition Rights
Intended allottee's holding policyThere is no agreement regarding continued ownership, and the allottee's investment policy is pure investment. The allottee will ensure that its voting rights do not exceed 9.9% of total voting rights.
Dilution RateFirst installment: 6.02%. Entire program: 24.09%
Total number of issued shares34,034,100 shares → After the first installment: 35,084,100 shares (36,134,100 shares if all Stock Acquisition Rights are exercised). After the entire program: 38,034,100 shares (42,234,100 shares if all Stock Acquisition Rights are exercised)(First installment: 6.02% (if all rights are exercised). Entire program: 24.09% (if all rights are exercised))
Basis for determining the amount to be paidThe issue price for the common shares is 92% of the closing price on the trading day immediately preceding the date of the issuance resolution. Based on the closing price of ¥756 on 30 March 2026, the issue price for the first installment is ¥696. The issue price for the Stock Acquisition Rights is based on a valuation using a Monte Carlo simulation by an independent valuation institution.
Exercise priceInitially ¥908. On 16 April 2028 and on each semiannual reference date thereafter, the exercise price may be revised to the lower of 110% of the VWAP for the 10 trading days immediately preceding the reference date and the exercise price as of the reference date. No floor has been set for downward adjustments.
Exercise period17 April 2026 to 16 April 2030
Number of Stock Acquisition RightsTotal issued: 10,500 rights. Number of unexercised rights: Not disclosed
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Most recent equity financingTiming 30 December 2022 / Type Fourth issuance of stock acquisition rights through a third-party allotment / Amount Proceeds of ¥1,786,131,990
Major shareholders after the offeringName ステラケミファ株式会社 / Shareholding ratio 31.74%, Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 5.41%, Name CVI Investments, Inc. / Shareholding ratio 5.68%, Name Nakamura Sawashi (中村沢司) / Shareholding ratio 2.83%, Name 楽天証券株式会社 / Shareholding ratio 1.93%, Name Aoyama Kaoru (青山馥) / Shareholding ratio 1.39%, Name SBI SECURITIES CO., LTD. / Shareholding ratio 1.08%, Name Aoyama Hideyo (青山英世) / Shareholding ratio 0.87%, Name International Club General Foundation / Shareholding ratio 0.83%, Name 三菱UFJ eスマート証券株式会社 / Shareholding ratio 0.79%
Impact on Business PerformanceThe impact of the funds raised through this program on the earnings forecast for the current fiscal year is immaterial.
Items this document does not state (8)
Transfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories 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 secure the capital required for BNCT clinical trials for rare cancers, research and development into deep-seated cancer treatment and next-generation boron compounds, the expansion of treatment facilities, marketing aimed at expanding indications, overseas expansion, and the establishment of a stable supply system.

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Notice Regarding the Filing of an Issuance Registration Statement in Connection with the Execution of an Agreement Establishing a Stock and Stock Acquisition Rights Issuance Program, and the Issuance of New Shares and Stock Acquisition Rights by Third-Party Allotment | STELLA PHARMA CORPORATION (4888) timely disclosure | Komori