Komori
Share Issuance and Disposal4894Cuorips Inc.Pharmaceuticals

Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment

The Company resolved to issue 619,700 common shares by third-party allotment to JICVGI Opportunity Fund I Investment Limited Partnership. The Company will raise approximately ¥3.0 billion and allocate the proceeds to research and development related to multiple cell therapy and regenerative medicine programs.

Worth reading
80Important
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
619700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a third-party allotment

Who receives how much619,700Shares

619,700 shares (new shares)

JICVGI Opportunity Fund I Investment Limited Partnership619,700 shares

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

¥4,841 per share
Total issue value

¥2,999,967,700

Amount of funds to be raised
Total payment amount of ¥2,999,967,700; estimated net proceeds of ¥2,976,737,700
Estimated issuance expenses
Estimated issuance expenses of ¥23,230,000
Specific use of funds
Research and development of second-generation cardiac muscle cell sheetsAmount ¥970 million / Scheduled timing of expenditures October 2026 to March 2029
Research and development of catheter-based treatmentsAmount ¥1,026 million / Scheduled timing of expenditures October 2026 to March 2030
Research and development of in vivo regenerative factor inducersAmount ¥210 million / Scheduled timing of expenditures October 2026 to March 2030
Research and development of mesenchymal stem cells (MSCs)Amount ¥770 million / Scheduled timing of expenditures October 2026 to March 2030
Existing Shares and Increase
+7.49%Rate of increase
8,273,376 shares8,893,076Shares

7.49% of total shares issued and 7.53% of 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.

Offering structure
Major shareholders after the offering
Name DAIICHI SANKYO COMPANY,LIMITED / Shareholding ratio 11.26%Name JICVGI Opportunity Fund I Investment Limited Partnership / Shareholding ratio 6.98%Name TERUMO CORPORATION / Shareholding ratio 5.97%Name Sawa Yoshiki (澤芳樹) / Shareholding ratio 1.39%Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 1.26%Name DEFTA LIMITED / Shareholding ratio 1.25%Name ASAHI INTECC CO.,LTD. / Shareholding ratio 1.13%Name DAI-DAN CO.,LTD. / Shareholding ratio 1.13%Name 楽天証券株式会社 / Shareholding ratio 1.01%Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 1.00%
Intended allottee's holding policy
The allottee intends to hold the shares over the medium to long term unless there are special circumstances. The Company plans to obtain a written undertaking covering, among other matters, an obligation to report the details to the Company if all or part of the shares are transferred within 2 years of the payment date.
Payment date
28 September 2026
Basis for determining the amount to be paid
¥4,841, equivalent to 91% of the closing price of ¥5,320 on 10 September 2026. This represents a 10.34% discount to the average price of ¥5,400 over the preceding 1 month, a 2.51% premium to the average price of ¥4,723 over the preceding 3 months, and an 11.57% discount to the average price of ¥5,474 over the preceding 6 months.
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, obtaining an opinion from an independent third party and procedures for confirming shareholder approval are not required.
Most recent equity financing
There are no matters requiring disclosure.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a third-party allotment
Number of shares to be issued or disposed of619,700 shares (new shares)
Issue price and disposal price¥4,841 per share
Total issue value¥2,999,967,700
Amount of funds to be raisedTotal payment amount of ¥2,999,967,700; estimated net proceeds of ¥2,976,737,700
Estimated issuance expensesEstimated issuance expenses of ¥23,230,000
Specific use of fundsDetails Research and development of second-generation cardiac muscle cell sheets / Amount ¥970 million / Scheduled timing of expenditures October 2026 to March 2029, Details Research and development of catheter-based treatments / Amount ¥1,026 million / Scheduled timing of expenditures October 2026 to March 2030, Details Research and development of in vivo regenerative factor inducers / Amount ¥210 million / Scheduled timing of expenditures October 2026 to March 2030, Details Research and development of mesenchymal stem cells (MSCs) / Amount ¥770 million / Scheduled timing of expenditures October 2026 to March 2030
Payment date28 September 2026
Intended allotteeName JICVGI Opportunity Fund I Investment Limited Partnership / Number of Shares 619,700 shares
Intended allottee's holding policyThe allottee intends to hold the shares over the medium to long term unless there are special circumstances. The Company plans to obtain a written undertaking covering, among other matters, an obligation to report the details to the Company if all or part of the shares are transferred within 2 years of the payment date.
Dilution Rate7.49% of total shares issued and 7.53% of total voting rights
Total number of issued shares8,273,376 shares → 8,893,076 shares(7.49%)
Basis for determining the amount to be paid¥4,841, equivalent to 91% of the closing price of ¥5,320 on 10 September 2026. This represents a 10.34% discount to the average price of ¥5,400 over the preceding 1 month, a 2.51% premium to the average price of ¥4,723 over the preceding 3 months, and an 11.57% discount to the average price of ¥5,474 over the preceding 6 months.
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, obtaining an opinion from an independent third party and procedures for confirming shareholder approval are not required.
Most recent equity financingThere are no matters requiring disclosure.
Major shareholders after the offeringName DAIICHI SANKYO COMPANY,LIMITED / Shareholding ratio 11.26%, Name JICVGI Opportunity Fund I Investment Limited Partnership / Shareholding ratio 6.98%, Name TERUMO CORPORATION / Shareholding ratio 5.97%, Name Sawa Yoshiki (澤芳樹) / Shareholding ratio 1.39%, Name MATSUI SECURITIES CO.,LTD. / Shareholding ratio 1.26%, Name DEFTA LIMITED / Shareholding ratio 1.25%, Name ASAHI INTECC CO.,LTD. / Shareholding ratio 1.13%, Name DAI-DAN CO.,LTD. / Shareholding ratio 1.13%, Name 楽天証券株式会社 / Shareholding ratio 1.01%, Name J.P. Morgan Securities Co., Ltd. / Shareholding ratio 1.00%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is immaterial.
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsTransfer 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 accelerate the development of products that will serve as growth drivers following the domestic launch of ReHeart, expand the product portfolio, and strengthen the financial foundation. The Company selected a third-party allotment because it can raise funds with certainty and is suitable for strengthening the financial foundation of a company whose research and development expenses precede revenue generation.

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Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment | Cuorips Inc. (4894) timely disclosure | Komori