Worth reading
83Important
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
2050000
Shares (1 million common shares plus 1.05 million potential shares underlying the stock acquisition rights)Wording
Conditional
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
New shares 1,000,000 common shares / Potential shares underlying the stock acquisition rights 1,050,000 shares (10,500 stock acquisition rights, with each right representing 100 shares)
CVI Investments, Inc.1,000,000 common shares
The lower thin line represents the existing number of shares to which these shares will be added.
New shares ¥316 per share / Stock Acquisition Rights ¥211 per stock acquisition right (¥2.11 per underlying share)
Total issue value
Common shares: ¥316,000,000; stock acquisition rights: ¥2,215,500
Amount of funds to be raised
Total payment amount: ¥786,515,500; estimated net proceeds: ¥779,186,500
Estimated issuance expenses
¥7,329,000
Specific use of funds
Costs related to clinical trials targeting rare cancersAmount ¥271 million / Scheduled timing of expenditures April 2026 to March 2031
Research and development costs for deep-seated cancer treatmentAmount ¥223 million / Scheduled timing of expenditures April 2026 to March 2031
Expenses related to preparations for expanding BNCT treatment facilitiesAmount ¥40 million / Scheduled timing of expenditures April 2027 to March 2029
Manufacturing development costs for overseas expansion and the establishment of a stable supply systemAmount ¥244 million / Scheduled timing of expenditures April 2027 to March 2031
Existing Shares and Increase
+6.02%Rate of increase
35,034,100 shares37,084,100Shares
6.02% (6.03% 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 ¥446. The Company may elect to revise the exercise price based on 16 April 2028 and each semiannual anniversary thereafter. The adjustment provisions include revisions based on 110% of the VWAP for the preceding 10 trading days, among other terms, but no floor price is stated.
Exercise period
From 23 June 2026 to 22 June 2030
Number of Stock Acquisition Rights
Total issued: 10,500 stock acquisition rights. Unexercised balance: Not disclosed (as the rights have not yet been issued).
Offering structure
Major shareholders after the offering
Name ステラケミファ株式会社 / Shareholding ratio 30.04%Name CVI Investments, Inc. / Shareholding ratio 8.13%Name Nakamura Sawaji (中村 沢司) / Shareholding ratio 3.11%Name BofA Securities / Shareholding ratio 2.62%Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.35%Name International Club General Foundation / Shareholding ratio 1.31%Name Murakami Yoshiki (村上 宜己) / Shareholding ratio 1.24%Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.97%Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.97%Name Aoyama Hideyo (青山 英世) / Shareholding ratio 0.83%
Intended allottee's holding policy
Refer to the initial press release. As of today, the Company is not aware of any planned transfer or other disposal by the proposed allottee of the stock acquisition rights issued in the second issuance or similar instruments.
Payment date
22 June 2026
Basis for determining the amount to be paid
The issue price of the common shares is 92% of the closing price on the trading day immediately preceding the date of the Board of Directors resolution determining the issue terms. The initial exercise price of the stock acquisition rights is equivalent to 130% of the closing price of ¥343 on 4 June 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
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, Timing 16 April 2026 / Type Issuance of common shares in the first private placement under this program / Amount Net proceeds of ¥680,019,075, Timing 16 April 2026 / Type Issuance of stock acquisition rights in the first private placement under this program / Amount Estimated net proceeds: ¥5,796,000 (as of the present time)
Impact on Business Performance
The impact of the financing under this program on the earnings forecast for the current fiscal year is expected to be immaterial.
| 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 | New shares 1,000,000 common shares / Potential shares underlying the stock acquisition rights 1,050,000 shares (10,500 stock acquisition rights, with each right representing 100 shares) |
| Issue price and disposal price | New shares ¥316 per share / Stock Acquisition Rights ¥211 per stock acquisition right (¥2.11 per underlying share) |
| Total issue value | Common shares: ¥316,000,000; stock acquisition rights: ¥2,215,500 |
| Amount of funds to be raised | Total payment amount: ¥786,515,500; estimated net proceeds: ¥779,186,500 |
| Estimated issuance expenses | ¥7,329,000 |
| Specific use of funds | Details Costs related to clinical trials targeting rare cancers / Amount ¥271 million / Scheduled timing of expenditures April 2026 to March 2031, Details Research and development costs for deep-seated cancer treatment / Amount ¥223 million / Scheduled timing of expenditures April 2026 to March 2031, Details Expenses related to preparations for expanding BNCT treatment facilities / Amount ¥40 million / Scheduled timing of expenditures April 2027 to March 2029, Details Manufacturing development costs for overseas expansion and the establishment of a stable supply system / Amount ¥244 million / Scheduled timing of expenditures April 2027 to March 2031 |
| Payment date | 22 June 2026 |
| Intended allottee | Name CVI Investments, Inc. / Number of shares 1,000,000 common shares / Stock Acquisition Rights 10,500 stock acquisition rights |
| Intended allottee's holding policy | Refer to the initial press release. As of today, the Company is not aware of any planned transfer or other disposal by the proposed allottee of the stock acquisition rights issued in the second issuance or similar instruments. |
| Dilution Rate | 6.02% (6.03% on a voting rights basis) |
| Total number of issued shares | 35,034,100 shares (as of 5 June 2026) → 36,034,100 shares (after the second issuance of new shares; 37,084,100 shares after the full exercise of the stock acquisition rights)（Dilution from the second private placement relative to the total number of issued shares: 6.02% (6.03% on a voting rights basis)） |
| Basis for determining the amount to be paid | The issue price of the common shares is 92% of the closing price on the trading day immediately preceding the date of the Board of Directors resolution determining the issue terms. The initial exercise price of the stock acquisition rights is equivalent to 130% of the closing price of ¥343 on 4 June 2026. |
| Exercise price | Initially ¥446. The Company may elect to revise the exercise price based on 16 April 2028 and each semiannual anniversary thereafter. The adjustment provisions include revisions based on 110% of the VWAP for the preceding 10 trading days, among other terms, but no floor price is stated. |
| Exercise period | From 23 June 2026 to 22 June 2030 |
| Number of Stock Acquisition Rights | Total issued: 10,500 stock acquisition rights. Unexercised balance: Not disclosed (as the rights have not yet been issued). |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. |
| 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, Timing 16 April 2026 / Type Issuance of common shares in the first private placement under this program / Amount Net proceeds of ¥680,019,075, Timing 16 April 2026 / Type Issuance of stock acquisition rights in the first private placement under this program / Amount Estimated net proceeds: ¥5,796,000 (as of the present time) |
| Major shareholders after the offering | Name ステラケミファ株式会社 / Shareholding ratio 30.04%, Name CVI Investments, Inc. / Shareholding ratio 8.13%, Name Nakamura Sawaji (中村 沢司) / Shareholding ratio 3.11%, Name BofA Securities / Shareholding ratio 2.62%, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.35%, Name International Club General Foundation / Shareholding ratio 1.31%, Name Murakami Yoshiki (村上 宜己) / Shareholding ratio 1.24%, Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.97%, Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.97%, Name Aoyama Hideyo (青山 英世) / Shareholding ratio 0.83% |
| Impact on Business Performance | The impact of the financing under this program on the earnings forecast for the current fiscal year is expected to be 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 support the future growth of the Group and establish a stable financial foundation. The funds raised are expected to be allocated to clinical trials for rare cancers, research and development for the treatment of deep-seated cancers, the expansion of BNCT treatment facilities, overseas expansion, and the establishment of a stable supply system.
How to read this page
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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.