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Share Issuance and Disposal4888STELLA PHARMA CORPORATIONPharmaceuticals

Notice Concerning the Issuance of New Shares and Stock Acquisition Rights by Way of the 3rd Third-Party Allotment under the Share and Stock Acquisition Rights Issuance Program Agreement

As the third issuance under the share issuance program, the Company resolved to issue 1 million common shares to CVI Investments, Inc. and simultaneously allot 10,500 Series 7 Stock Acquisition Rights. If all shares and Stock Acquisition Rights are issued and exercised, the number of shares outstanding will increase by a maximum of 2.05 million.

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Mixed performance
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Scale
2050000
Shares
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 shares / Potential shares underlying the stock acquisition rights Up to 1,050,000 shares

CVI Investments, Inc.1,000,000 shares

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

New shares ¥299 per share / Stock Acquisition Rights ¥194 per Stock Acquisition Right
Total issue value

¥299,000,000 (new shares) and ¥2,037,000 (Stock Acquisition Rights)

Amount of funds to be raised
Total subscription proceeds of ¥778,787,000, less estimated expenses, for estimated net proceeds of ¥771,499,000
Estimated issuance expenses
¥7,288,000
Specific use of funds
Costs related to clinical trials targeting rare cancersAmount ¥306 million / Scheduled timing of expenditures August 2026 to March 2031
Research and development costs for deep-seated cancer treatmentAmount ¥223 million / Scheduled timing of expenditures August 2026 to March 2031
Manufacturing development costs for overseas expansion and the establishment of a stable supply systemAmount ¥242 million / Scheduled timing of expenditures April 2027 to March 2031
Existing Shares and Increase
+6.02%Rate of increase
36,034,100 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 ¥455. From 16 April 2028, the exercise price may be adjusted every six months to the lower of the exercise price as of the reference date and 110% of the VWAP for the 10 trading days immediately preceding that date.
Exercise period
1 September 2026 to 31 August 2030
Number of Stock Acquisition Rights
Total issued: 10,500 Stock Acquisition Rights; information on the balance 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 28.50%Name CVI Investments, Inc. / Shareholding ratio 10.33%Name BofA Securities / Shareholding ratio 4.98%Name Nakamura Sawaji (中村 沢司) / Shareholding ratio 2.95%Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.28%Name International Club General Foundation / Shareholding ratio 1.24%Name Murakami Yoshiki (村上 宜己) / Shareholding ratio 1.17%Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.92%Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.92%Name Aoyama Hideyo (青山 英世) / Shareholding ratio 0.78%
Intended allottee's holding policy
See the description in the initial press release. As of 13 August 2026, the Company is not aware of any plans to transfer or otherwise dispose of the securities allotted in the third issuance.
Payment date
31 August 2026
Basis for determining the amount to be paid
The issue price of the new shares is 92% of the closing price on the trading day immediately preceding the date of the Board of Directors' resolution. The issue price of the Stock Acquisition Rights is equal to the valuation determined by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price of the Stock Acquisition Rights, ¥455, is 140% of the closing price on 12 August 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 ¥1,786,131,990 in proceeds, Timing 16 April 2026 / Type Common shares and Stock Acquisition Rights through the first third-party allotment under this program / Amount Estimated net proceeds of ¥680,019,075 from the common shares and ¥940,814,175 from the Stock Acquisition Rights, Timing 22 June 2026 / Type Common shares and Stock Acquisition Rights through the second third-party allotment under this program / Amount Estimated net proceeds of ¥312,862,500 from the common shares and ¥466,324,000 from the Stock Acquisition Rights
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.
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 ofNew shares 1,000,000 shares / Potential shares underlying the stock acquisition rights Up to 1,050,000 shares
Issue price and disposal priceNew shares ¥299 per share / Stock Acquisition Rights ¥194 per Stock Acquisition Right
Total issue value¥299,000,000 (new shares) and ¥2,037,000 (Stock Acquisition Rights)
Amount of funds to be raisedTotal subscription proceeds of ¥778,787,000, less estimated expenses, for estimated net proceeds of ¥771,499,000
Estimated issuance expenses¥7,288,000
Specific use of fundsDetails Costs related to clinical trials targeting rare cancers / Amount ¥306 million / Scheduled timing of expenditures August 2026 to March 2031, Details Research and development costs for deep-seated cancer treatment / Amount ¥223 million / Scheduled timing of expenditures August 2026 to March 2031, Details Manufacturing development costs for overseas expansion and the establishment of a stable supply system / Amount ¥242 million / Scheduled timing of expenditures April 2027 to March 2031
Payment date31 August 2026
Intended allotteeName CVI Investments, Inc. / Number of shares 1,000,000 shares / Stock Acquisition Rights 10,500 stock acquisition rights (1,050,000 underlying shares)
Intended allottee's holding policySee the description in the initial press release. As of 13 August 2026, the Company is not aware of any plans to transfer or otherwise dispose of the securities allotted in the third issuance.
Dilution Rate6.02% (6.03% on a voting rights basis)
Total number of issued shares36,034,100 shares → 37,084,100 shares (after full exercise of the Stock Acquisition Rights)(2.91%)
Basis for determining the amount to be paidThe issue price of the new shares is 92% of the closing price on the trading day immediately preceding the date of the Board of Directors' resolution. The issue price of the Stock Acquisition Rights is equal to the valuation determined by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price of the Stock Acquisition Rights, ¥455, is 140% of the closing price on 12 August 2026.
Exercise priceInitially ¥455. From 16 April 2028, the exercise price may be adjusted every six months to the lower of the exercise price as of the reference date and 110% of the VWAP for the 10 trading days immediately preceding that date.
Exercise period1 September 2026 to 31 August 2030
Number of Stock Acquisition RightsTotal issued: 10,500 Stock Acquisition Rights; information on the balance of unexercised rights: Not disclosed
Procedures under the Corporate Code of ConductBecause 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 financingTiming 30 December 2022 / Type Fourth issuance of stock acquisition rights through a third-party allotment / Amount ¥1,786,131,990 in proceeds, Timing 16 April 2026 / Type Common shares and Stock Acquisition Rights through the first third-party allotment under this program / Amount Estimated net proceeds of ¥680,019,075 from the common shares and ¥940,814,175 from the Stock Acquisition Rights, Timing 22 June 2026 / Type Common shares and Stock Acquisition Rights through the second third-party allotment under this program / Amount Estimated net proceeds of ¥312,862,500 from the common shares and ¥466,324,000 from the Stock Acquisition Rights
Major shareholders after the offeringName ステラケミファ株式会社 / Shareholding ratio 28.50%, Name CVI Investments, Inc. / Shareholding ratio 10.33%, Name BofA Securities / Shareholding ratio 4.98%, Name Nakamura Sawaji (中村 沢司) / Shareholding ratio 2.95%, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.28%, Name International Club General Foundation / Shareholding ratio 1.24%, Name Murakami Yoshiki (村上 宜己) / Shareholding ratio 1.17%, Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.92%, Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.92%, Name Aoyama Hideyo (青山 英世) / Shareholding ratio 0.78%
Impact on Business PerformanceThe 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 future growth and establish a stable financial base. The funds raised will be used for clinical trials targeting rare cancers, research and development for the treatment of deep-seated cancers, overseas expansion, and manufacturing development to establish a stable supply system.

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Notice Concerning the Issuance of New Shares and Stock Acquisition Rights by Way of the 3rd Third-Party Allotment under the Share and Stock Acquisition Rights Issuance Program Agreement | STELLA PHARMA CORPORATION (4888) timely disclosure | Komori