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 (1,000,000 new shares plus 1,050,000 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 common 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 ¥373 per share / Stock Acquisition Rights ¥288 per stock acquisition right (¥2.88 per share)
Total issue value
New shares ¥373,000,000 / Stock Acquisition Rights ¥3,024,000
Amount of funds to be raised
Total payment amount ¥971,374,000 / Estimated net proceeds ¥965,139,000
Estimated issuance expenses
¥6,235,000
Specific use of funds
Costs related to clinical trials targeting rare cancersAmount ¥47 million / Scheduled timing of expenditures November 2026 to March 2031
Research and development costs for deep-seated cancer treatmentAmount ¥420 million / Scheduled timing of expenditures November 2026 to March 2031
Manufacturing development costs for overseas expansion and the establishment of a stable supply systemAmount ¥496 million / Scheduled timing of expenditures April 2027 to March 2031
Existing Shares and Increase
+6.02%Rate of increase
37,034,100 shares39,084,100Shares
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 ¥567. It may be revised on 16 April 2028 and every six months thereafter. Following a revision, the exercise price will be the lower of the exercise price as of the relevant base date and 110% of the VWAP for the 10 trading days immediately preceding that date. The explicit floor is Not disclosed.
Exercise period
Start Date 5 November 2026 / End date 4 November 2030
Number of Stock Acquisition Rights
Total number issued 10,500 stock acquisition rights / Unexercised balance Not disclosed
Offering structure
Major shareholders after the offering
Name ステラケミファ株式会社 / Shareholding ratio 27.12%Name CVI Investments, Inc. / Shareholding ratio 12.32%Name BofA Securities / Shareholding ratio 7.11%Name Nakamura Sawashi (中村沢司) / Shareholding ratio 2.81%Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.22%Name International Club General Foundation / Shareholding ratio 1.18%Name Murakami Yoshiki (村上宜己) / Shareholding ratio 1.12%Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.88%Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.88%Name Aoyama Hideyo (青山英世) / Shareholding ratio 0.75%
Intended allottee's holding policy
Refer to the initial press release. The 1,000,000 new shares issued in each of the first through third tranches were transferred from CVI Investments, Inc. to BofA Securities. The company is not aware of any plans to make a similar transfer with respect to the fourth tranche.
Payment date
4 November 2026
Basis for determining the amount to be paid
The issue price for the new 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 for the stock acquisition rights is equivalent to 140% of the closing price of ¥405 on 16 October 2026. The issue price of the stock acquisition rights is equal to the valuation based on a Monte Carlo simulation conducted by an independent valuation institution.
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 new shares through the first third-party allotment under this program / Amount Net proceeds of ¥680,019,075, Timing 16 April 2026 / Type Issuance of stock acquisition rights through the first third-party allotment under this program / Amount Net proceeds of ¥940,814,175, Timing 22 June 2026 / Type Issuance of new shares through the second third-party allotment under this program / Amount Net proceeds of ¥312,862,500, Timing 22 June 2026 / Type Issuance of stock acquisition rights through the second third-party allotment under this program / Amount Net proceeds of ¥466,324,000, Timing 31 August 2026 / Type Issuance of new shares through the third third-party allotment under this program / Amount Net proceeds of ¥295,936,500, Timing 31 August 2026 / Type Issuance of stock acquisition rights through the third third-party allotment under this program / Amount Net proceeds of ¥475,562,500
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 common shares |
| Issue price and disposal price | New shares ¥373 per share / Stock Acquisition Rights ¥288 per stock acquisition right (¥2.88 per share) |
| Total issue value | New shares ¥373,000,000 / Stock Acquisition Rights ¥3,024,000 |
| Amount of funds to be raised | Total payment amount ¥971,374,000 / Estimated net proceeds ¥965,139,000 |
| Estimated issuance expenses | ¥6,235,000 |
| Specific use of funds | Details Costs related to clinical trials targeting rare cancers / Amount ¥47 million / Scheduled timing of expenditures November 2026 to March 2031, Details Research and development costs for deep-seated cancer treatment / Amount ¥420 million / Scheduled timing of expenditures November 2026 to March 2031, Details Manufacturing development costs for overseas expansion and the establishment of a stable supply system / Amount ¥496 million / Scheduled timing of expenditures April 2027 to March 2031 |
| Payment date | 4 November 2026 |
| Intended allottee | Name 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 policy | Refer to the initial press release. The 1,000,000 new shares issued in each of the first through third tranches were transferred from CVI Investments, Inc. to BofA Securities. The company is not aware of any plans to make a similar transfer with respect to the fourth tranche. |
| Dilution Rate | 6.02% (6.03% on a voting rights basis) |
| Total number of issued shares | 37,034,100 shares (as of 19 October 2026) → 38,034,100 shares (after issuance of the new shares; 39,084,100 shares if all stock acquisition rights are exercised)（Approximately 2.70% for the new shares alone and approximately 5.54% if all stock acquisition rights are exercised (compared with 19 October 2026)） |
| Basis for determining the amount to be paid | The issue price for the new 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 for the stock acquisition rights is equivalent to 140% of the closing price of ¥405 on 16 October 2026. The issue price of the stock acquisition rights is equal to the valuation based on a Monte Carlo simulation conducted by an independent valuation institution. |
| Exercise price | Initially ¥567. It may be revised on 16 April 2028 and every six months thereafter. Following a revision, the exercise price will be the lower of the exercise price as of the relevant base date and 110% of the VWAP for the 10 trading days immediately preceding that date. The explicit floor is Not disclosed. |
| Exercise period | Start Date 5 November 2026 / End date 4 November 2030 |
| Number of Stock Acquisition Rights | Total number issued 10,500 stock acquisition rights / Unexercised balance Not disclosed |
| 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 new shares through the first third-party allotment under this program / Amount Net proceeds of ¥680,019,075, Timing 16 April 2026 / Type Issuance of stock acquisition rights through the first third-party allotment under this program / Amount Net proceeds of ¥940,814,175, Timing 22 June 2026 / Type Issuance of new shares through the second third-party allotment under this program / Amount Net proceeds of ¥312,862,500, Timing 22 June 2026 / Type Issuance of stock acquisition rights through the second third-party allotment under this program / Amount Net proceeds of ¥466,324,000, Timing 31 August 2026 / Type Issuance of new shares through the third third-party allotment under this program / Amount Net proceeds of ¥295,936,500, Timing 31 August 2026 / Type Issuance of stock acquisition rights through the third third-party allotment under this program / Amount Net proceeds of ¥475,562,500 |
| Major shareholders after the offering | Name ステラケミファ株式会社 / Shareholding ratio 27.12%, Name CVI Investments, Inc. / Shareholding ratio 12.32%, Name BofA Securities / Shareholding ratio 7.11%, Name Nakamura Sawashi (中村沢司) / Shareholding ratio 2.81%, Name Morgan Stanley MUFG Securities Co., Ltd. / Shareholding ratio 1.22%, Name International Club General Foundation / Shareholding ratio 1.18%, Name Murakami Yoshiki (村上宜己) / Shareholding ratio 1.12%, Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 0.88%, Name BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT ACCOUNTS M LSCB RD / Shareholding ratio 0.88%, Name Aoyama Hideyo (青山英世) / Shareholding ratio 0.75% |
| 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 future growth and establish a stable financial base. The proceeds will be used for clinical trials targeting rare cancers, research and development for deep-seated cancer treatment, and manufacturing development for overseas expansion and the establishment of a stable supply system.
How to read this page
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