Worth reading
89Important
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
23
Dilution rate (%)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment
Who receives how much
Potential shares: 10,000,000 (100,000 stock acquisition rights, with 100 shares per stock acquisition right)
Okasan Securities Co., Ltd. (100,000 stock acquisition rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥14 per stock acquisition right
Total issue value
¥1,400,000
Amount of funds to be raised
Total payment amount: ¥1,361,400,000; estimated net proceeds: ¥1,349,400,000
Estimated issuance expenses
¥12,000,000
Specific use of funds
Research and development expenses for in vivo CAR-TAmount ¥600 million / Scheduled timing of expenditures January 2027 to December 2029
Clinical development expenses for NIB103Amount ¥500 million / Scheduled timing of expenditures January 2027 to December 2029
Research and development expenses for NIB104Amount ¥125 million / Scheduled timing of expenditures January 2027 to December 2029
Research and development expenses for next-generation manufacturing methodsAmount ¥124 million / Scheduled timing of expenditures January 2027 to December 2029
Existing Shares and Increase
+23.00%Rate of increase
43,399,118 shares53,399,118Shares
Up to 23.0% (of the total number of shares issued and 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 ¥136. The exercise price is subject to adjustment to 95% of the closing price on the Tokyo Stock Exchange on the immediately preceding trading day. Minimum: ¥81; no maximum.
Exercise period
From 6 October 2026 to 5 October 2028
Number of Stock Acquisition Rights
Total issuance: 100,000 warrants. Number of warrants outstanding and unexercised: Not disclosed.
Reason for acquisition without consideration
If the Board of Directors resolves that acquisition is necessary, in the event of a corporate reorganization, or if the Company is designated as a security under supervision, security under special alert or security to be delisted, the Company will acquire the rights. The rights will also be acquired on 5 October 2028. In all cases, the acquisition price will be ¥14 per right.
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.
Transfer restriction period
The issuance of shares, stock acquisition rights and similar instruments by the Company is restricted until the date 180 days after the date of execution of this third-party allotment agreement. Transfers of the stock acquisition rights require approval from the Company’s Board of Directors.
Conditions for lifting transfer restrictions
Even during the lock-up period, stock options and stock-based compensation for officers and employees, exercise of already issued stock acquisition rights, issuances accompanying business alliances, stock splits and similar transactions are excluded.
Offering structure
Underwriter / lead underwriter
岡三証券株式会社
Major shareholders after the offering
The major shareholders and their shareholdings after the offering, reflecting the potential shares related to this offering, were not disclosed.
Intended allottee's holding policy
The allottee does not intend to hold these stock acquisition rights for an extended period and plans to sell the shares acquired through exercise in a timely and appropriate manner, taking into account share price and stock market trends. Transfers of the stock acquisition rights require approval from the Company’s Board of Directors.
Payment date
5 October 2026
Basis for determining the amount to be paid
The price of ¥14 per stock acquisition right is equal to the valuation calculated by Akasaka International Accounting using a Monte Carlo simulation. The initial exercise price of ¥136 was the closing price on the Tokyo Stock Exchange on 17 September 2026. The revised exercise price will be 95% of the closing price on the immediately preceding trading day, representing a 5% discount, and the minimum exercise price is ¥81.
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, the Company determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions were unnecessary. The Company did, however, obtain opinions on the issuance terms from the 3 Audit & Supervisory Board members, all of whom are outside Audit & Supervisory Board members.
Most recent equity financing
Timing 27 June 2023 / Type Public offering (domestic and international offerings at the time of the initial public offering) / Amount ¥2,086 million (estimated net proceeds), Timing 26 July 2023 / Type Third-party allotment (in connection with the secondary offering through an over-allotment) / Amount ¥50 million (estimated net proceeds)
Impact on Business Performance
There will be no impact on the Company’s results for the fiscal year ending December 2026.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Stock Acquisition Rights with Provisions for Adjustment of the Exercise Price through a Third-Party Allotment |
| Number of shares to be issued or disposed of | Potential shares: 10,000,000 (100,000 stock acquisition rights, with 100 shares per stock acquisition right) |
| Issue price and disposal price | ¥14 per stock acquisition right |
| Total issue value | ¥1,400,000 |
| Amount of funds to be raised | Total payment amount: ¥1,361,400,000; estimated net proceeds: ¥1,349,400,000 |
| Estimated issuance expenses | ¥12,000,000 |
| Specific use of funds | Details Research and development expenses for in vivo CAR-T / Amount ¥600 million / Scheduled timing of expenditures January 2027 to December 2029, Details Clinical development expenses for NIB103 / Amount ¥500 million / Scheduled timing of expenditures January 2027 to December 2029, Details Research and development expenses for NIB104 / Amount ¥125 million / Scheduled timing of expenditures January 2027 to December 2029, Details Research and development expenses for next-generation manufacturing methods / Amount ¥124 million / Scheduled timing of expenditures January 2027 to December 2029 |
| Payment date | 5 October 2026 |
| Intended allottee | Okasan Securities Co., Ltd. (100,000 stock acquisition rights) |
| Intended allottee's holding policy | The allottee does not intend to hold these stock acquisition rights for an extended period and plans to sell the shares acquired through exercise in a timely and appropriate manner, taking into account share price and stock market trends. Transfers of the stock acquisition rights require approval from the Company’s Board of Directors. |
| Dilution Rate | Up to 23.0% (of the total number of shares issued and total voting rights) |
| Total number of issued shares | 43,399,118 shares → 53,399,118 shares (if all of these stock acquisition rights are exercised)（23.0％） |
| Basis for determining the amount to be paid | The price of ¥14 per stock acquisition right is equal to the valuation calculated by Akasaka International Accounting using a Monte Carlo simulation. The initial exercise price of ¥136 was the closing price on the Tokyo Stock Exchange on 17 September 2026. The revised exercise price will be 95% of the closing price on the immediately preceding trading day, representing a 5% discount, and the minimum exercise price is ¥81. |
| Exercise price | Initially ¥136. The exercise price is subject to adjustment to 95% of the closing price on the Tokyo Stock Exchange on the immediately preceding trading day. Minimum: ¥81; no maximum. |
| Exercise period | From 6 October 2026 to 5 October 2028 |
| Number of Stock Acquisition Rights | Total issuance: 100,000 warrants. Number of warrants outstanding and unexercised: Not disclosed. |
| Transfer restriction period | The issuance of shares, stock acquisition rights and similar instruments by the Company is restricted until the date 180 days after the date of execution of this third-party allotment agreement. Transfers of the stock acquisition rights require approval from the Company’s Board of Directors. |
| Conditions for lifting transfer restrictions | Even during the lock-up period, stock options and stock-based compensation for officers and employees, exercise of already issued stock acquisition rights, issuances accompanying business alliances, stock splits and similar transactions are excluded. |
| Reason for acquisition without consideration | If the Board of Directors resolves that acquisition is necessary, in the event of a corporate reorganization, or if the Company is designated as a security under supervision, security under special alert or security to be delisted, the Company will acquire the rights. The rights will also be acquired on 5 October 2028. In all cases, the acquisition price will be ¥14 per right. |
| Underwriter / lead underwriter | 岡三証券株式会社 |
| 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, the Company determined that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions were unnecessary. The Company did, however, obtain opinions on the issuance terms from the 3 Audit & Supervisory Board members, all of whom are outside Audit & Supervisory Board members. |
| Most recent equity financing | Timing 27 June 2023 / Type Public offering (domestic and international offerings at the time of the initial public offering) / Amount ¥2,086 million (estimated net proceeds), Timing 26 July 2023 / Type Third-party allotment (in connection with the secondary offering through an over-allotment) / Amount ¥50 million (estimated net proceeds) |
| Major shareholders after the offering | The major shareholders and their shareholdings after the offering, reflecting the potential shares related to this offering, were not disclosed. |
| Impact on Business Performance | There will be no impact on the Company’s results for the fiscal year ending December 2026. |
Items this document does not state (4)
Categories 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 advance research and development of the existing pipeline while stepping up investment in the next growth opportunities, including in vivo CAR-T. The proceeds will be used for research and development of in vivo CAR-T, NIB103, NIB104 and next-generation manufacturing methods.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.