Details of issuance or disposal
Issuance of new shares and stock acquisition rights through a third-party allotment
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)
The lower thin line represents the existing number of shares to which these shares will be added.
Common shares: ¥696,000,000. Stock Acquisition Rights: ¥5,796,000
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and stock acquisition rights through a third-party allotment |
| Number of shares to be issued or disposed of | 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) |
| Issue price and disposal price | 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 | Details 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 date | 16 April 2026 |
| Intended allottee | Name CVI Investments, Inc. / Number of Shares 1,000,000 common shares and 10,500 Stock Acquisition Rights |
| 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. |
| Dilution Rate | First installment: 6.02%. Entire program: 24.09% |
| Total number of issued shares | 34,034,100 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 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. |
| 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 |
| 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 |
| 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% |
| Impact on Business Performance | The 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)
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.