Worth reading
87Important
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
5904600
Shares (potential shares)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance through a third-party allotment of Series 8 stock acquisition rights (with an exercise price adjustment option), Series 9 stock acquisition rights (with an exercise price adjustment option) and Series 10 stock acquisition rights (with an exercise price adjustment option)
Who receives how much
24,561 Series 8 stock acquisition rights (potential shares: 2,456,100), 20,467 Series 9 stock acquisition rights (potential shares: 2,046,700), and 14,018 Series 10 stock acquisition rights (potential shares: 1,401,800), for a total of 59,046 rights and 5,904,600 shares
Cantor Fitzgerald Europe (Series 8: 24,561 rights; Series 9: 20,467 rights; Series 10: 14,018 rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥77 per Series 8 stock acquisition right, ¥71 per Series 9 stock acquisition right, and ¥56 per Series 10 stock acquisition right
Total issue value
¥4,129,362
Amount of funds to be raised
Total amount payable: ¥2,004,059,662; estimated net proceeds: ¥1,989,059,662
Estimated issuance expenses
¥15,000,000
Specific use of funds
Costs related to the preparation for and implementation of clinical trials for drug candidates in the ophthalmology field in Japan and overseasAmount ¥1,100 million / Scheduled timing of expenditures April 2027 to October 2029
Costs related to the in-licensing of drug candidate compounds in the ophthalmology and central nervous system fields and strategic investments such as M&AAmount ¥600 million / Scheduled timing of expenditures October 2027 to October 2029
Costs related to development, manufacturing and marketing for the launch of the ReLight Tech businessAmount ¥289 million / Scheduled timing of expenditures April 2027 to March 2028
Existing Shares and Increase
+22.89%Rate of increase
25,794,300 shares31,698,900Shares
22.89% (based on total shares issued), 22.90% (based on total voting rights)
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 ¥285 for Series 8, ¥342 for Series 9 and ¥428 for Series 10. The exercise price may be adjusted by resolution of the Board of Directors. Following adjustment, it will be 90% of the closing price on the final trading day of the week preceding the adjustment reference date. The floor is ¥127.5.
Exercise period
18 June 2026 to 15 June 2029
Number of Stock Acquisition Rights
Total issued: 59,046 rights (Series 8: 24,561; Series 9: 20,467; Series 10: 14,018). Outstanding unexercised rights: Not disclosed.
Reason for acquisition without consideration
If the Company provides notice at least one month before the acquisition date, it may acquire and cancel the remaining stock acquisition rights at an amount equal to their issue price in the event of a corporate reorganization, certain tender offers, delisting through a wholly acquiring entity or a share consolidation, grounds for delisting, designation as a security under supervision, or similar events.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Conditions for lifting transfer restrictions
The Company's prior written consent is required for the transfer of these stock acquisition rights to a third party. In principle, the Company's prior consent is also required for the off-market sale of shares issued upon exercise.
Offering structure
Underwriter / lead underwriter
Arranged by Cantor Fitzgerald Securities Co., Ltd. The underwriter and lead manager: Not disclosed.
Major shareholders after the offering
Because the allottee is not expected to hold the shares for the long term, no post-allotment information is provided.
Intended allottee's holding policy
The allottee's investment policy is pure investment, with a short-term holding objective. In principle, the shares acquired through exercise cannot be sold on an exchange financial instruments market, and the allottee intends to sell them off-market to overseas institutional investors.
Payment date
17 June 2026
Basis for determining the amount to be paid
The issue price is equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price for Series 8 is the volume-weighted average price for the one-month period preceding the date on which the terms are determined, while the prices for Series 9 and Series 10 are 120% and 150%, respectively, of that price. Upon adjustment, the exercise price will be 90% of the closing price on the adjustment reference date.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and no change in the controlling shareholder is expected, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required. All 3 Audit & Supervisory Board Members provided opinions that the issuance does not constitute a favorable issuance and is legally permissible.
Most recent equity financing
Timing June 2022 / Type Funds raised at the time of the initial listing / Amount ¥100 million (amount scheduled to be allocated to the costs of establishing a US subsidiary)
Impact on Business Performance
At this time, there is no impact on the current fiscal year's results.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance through a third-party allotment of Series 8 stock acquisition rights (with an exercise price adjustment option), Series 9 stock acquisition rights (with an exercise price adjustment option) and Series 10 stock acquisition rights (with an exercise price adjustment option) |
| Number of shares to be issued or disposed of | 24,561 Series 8 stock acquisition rights (potential shares: 2,456,100), 20,467 Series 9 stock acquisition rights (potential shares: 2,046,700), and 14,018 Series 10 stock acquisition rights (potential shares: 1,401,800), for a total of 59,046 rights and 5,904,600 shares |
| Issue price and disposal price | ¥77 per Series 8 stock acquisition right, ¥71 per Series 9 stock acquisition right, and ¥56 per Series 10 stock acquisition right |
| Total issue value | ¥4,129,362 |
| Amount of funds to be raised | Total amount payable: ¥2,004,059,662; estimated net proceeds: ¥1,989,059,662 |
| Estimated issuance expenses | ¥15,000,000 |
| Specific use of funds | Details Costs related to the preparation for and implementation of clinical trials for drug candidates in the ophthalmology field in Japan and overseas / Amount ¥1,100 million / Scheduled timing of expenditures April 2027 to October 2029, Details Costs related to the in-licensing of drug candidate compounds in the ophthalmology and central nervous system fields and strategic investments such as M&A / Amount ¥600 million / Scheduled timing of expenditures October 2027 to October 2029, Details Costs related to development, manufacturing and marketing for the launch of the ReLight Tech business / Amount ¥289 million / Scheduled timing of expenditures April 2027 to March 2028 |
| Payment date | 17 June 2026 |
| Intended allottee | Cantor Fitzgerald Europe (Series 8: 24,561 rights; Series 9: 20,467 rights; Series 10: 14,018 rights) |
| Intended allottee's holding policy | The allottee's investment policy is pure investment, with a short-term holding objective. In principle, the shares acquired through exercise cannot be sold on an exchange financial instruments market, and the allottee intends to sell them off-market to overseas institutional investors. |
| Dilution Rate | 22.89% (based on total shares issued), 22.90% (based on total voting rights) |
| Total number of issued shares | 25,794,300 shares → 31,698,900 shares (if all rights are exercised)（22.89％） |
| Basis for determining the amount to be paid | The issue price is equal to the valuation calculated by an independent third-party valuation institution using a Monte Carlo simulation. The initial exercise price for Series 8 is the volume-weighted average price for the one-month period preceding the date on which the terms are determined, while the prices for Series 9 and Series 10 are 120% and 150%, respectively, of that price. Upon adjustment, the exercise price will be 90% of the closing price on the adjustment reference date. |
| Exercise price | Initially ¥285 for Series 8, ¥342 for Series 9 and ¥428 for Series 10. The exercise price may be adjusted by resolution of the Board of Directors. Following adjustment, it will be 90% of the closing price on the final trading day of the week preceding the adjustment reference date. The floor is ¥127.5. |
| Exercise period | 18 June 2026 to 15 June 2029 |
| Number of Stock Acquisition Rights | Total issued: 59,046 rights (Series 8: 24,561; Series 9: 20,467; Series 10: 14,018). Outstanding unexercised rights: Not disclosed. |
| Conditions for lifting transfer restrictions | The Company's prior written consent is required for the transfer of these stock acquisition rights to a third party. In principle, the Company's prior consent is also required for the off-market sale of shares issued upon exercise. |
| Reason for acquisition without consideration | If the Company provides notice at least one month before the acquisition date, it may acquire and cancel the remaining stock acquisition rights at an amount equal to their issue price in the event of a corporate reorganization, certain tender offers, delisting through a wholly acquiring entity or a share consolidation, grounds for delisting, designation as a security under supervision, or similar events. |
| Underwriter / lead underwriter | Arranged by Cantor Fitzgerald Securities Co., Ltd. The underwriter and lead manager: Not disclosed. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and no change in the controlling shareholder is expected, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required. All 3 Audit & Supervisory Board Members provided opinions that the issuance does not constitute a favorable issuance and is legally permissible. |
| Most recent equity financing | Timing June 2022 / Type Funds raised at the time of the initial listing / Amount ¥100 million (amount scheduled to be allocated to the costs of establishing a US subsidiary) |
| Major shareholders after the offering | Because the allottee is not expected to hold the shares for the long term, no post-allotment information is provided. |
| Impact on Business Performance | At this time, there is no impact on the current fiscal year's results. |
Items this document does not state (5)
Transfer restriction periodCategories and Number of Persons CoveredTotal Stock-Based CompensationOverallotmentStock 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 funding for growth investments under the medium-term management strategy, including clinical trials in the ophthalmology field, strategic investments such as the in-licensing of drug candidate compounds and M&A, and the launch of the ReLight Tech business.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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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.