Worth reading
86Important
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
5864000
Shares (2,932,000 shares issued in the first issuance + 2,932,000 potential shares underlying the stock acquisition rights)Wording
Avoiding a definitive answer
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and Series 17 Stock Acquisition Rights through a third-party allotment
発行・処分する株式数
New shares 2,932,000 common shares / Potential shares underlying the stock acquisition rights 2,932,000 shares
Intended allottee
CVI Investments, Inc.
New shares ¥127 per share / Stock Acquisition Rights ¥133 per right (¥1.33 per underlying share)
Total issue value
¥372,364,000 for the new shares and ¥3,899,560 for the stock acquisition rights
Amount of funds to be raised
Total payment amount ¥874,703,560 / Estimated net proceeds ¥865,703,560
Estimated issuance expenses
¥9,000,000
Specific use of funds
Costs related to clinical trials for the TIL therapy project and preparations for regulatory approval applicationsAmount ¥700 million / Scheduled timing of expenditures June 2026 to March 2028
Working capital and other purposesAmount ¥165 million / Scheduled timing of expenditures June 2026 to March 2029
Existing Shares and Increase
+6.16%Rate of increase
95,147,891 shares101,011,891Shares
6.16% (6.17% on a voting rights basis). For the program as a whole, 24.65% (24.70% 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 ¥170 per share. No adjustment clause applies to the exercise price. However, the exercise price will be adjusted downward on a full-ratchet basis if certain new shares or other securities are issued at a lower price, among other circumstances. The lower adjustment limit is Not disclosed.
Exercise period
From 12 June 2026 to 11 June 2030
Number of Stock Acquisition Rights
29,320 stock acquisition rights issued in total. The number of unexercised rights is Not disclosed.
Offering structure
Major shareholders after the offering
Name CVI Investments, Inc. / Shareholding ratio 5.81％Name Yokoyama Shuji (横山周史) / Shareholding ratio 1.15％Name Nakano Akira (中野暁) / Shareholding ratio 0.99％Name 上田八木短資株式会社 / Shareholding ratio 0.82％Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.82％Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.72％Name 株式会社日本生物材料センター / Shareholding ratio 0.56％Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.49％Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.47％Name 旭化成酸素株式会社 / Shareholding ratio 0.45％
Intended allottee's holding policy
There is no agreement regarding continued ownership. The investment policy is for pure investment purposes. The allottee will ensure that the number of voting rights attached to its beneficially owned shares does not exceed 9.9% of the total voting rights. The Company plans to obtain an undertaking to report the details if any common shares are transferred within 2 years of payment.
Payment date
11 June 2026
Basis for determining the amount to be paid
90% of the closing price on the business day immediately preceding the pricing date. This represents a 21.12% discount to the 1-month average of ¥161, a 26.16% discount to the 3-month average of ¥172, and a 23.03% discount to the 6-month average of ¥165. The exercise price of the stock acquisition rights is 120% of the closing price on the business day immediately preceding the pricing date.
Procedures under the Corporate Code of Conduct
Because the dilution rate is expected to be less than 25% and the transaction will not result in a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' approval are not required.
Most recent equity financing
Timing 21 December 2023 / Type 16th stock acquisition rights by third-party allotment (with provisions for adjustment of the exercise price and exercise approval) / Amount Total issue price of ¥5,300,000; funds expected to be raised at issuance of ¥2,088,300,000 (net proceeds)
Impact on Business Performance
The impact of the funds raised through this program on the earnings forecast for the current fiscal year is immaterial.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and Series 17 Stock Acquisition Rights through a third-party allotment |
| Number of shares to be issued or disposed of | New shares 2,932,000 common shares / Potential shares underlying the stock acquisition rights 2,932,000 shares |
| Issue price and disposal price | New shares ¥127 per share / Stock Acquisition Rights ¥133 per right (¥1.33 per underlying share) |
| Total issue value | ¥372,364,000 for the new shares and ¥3,899,560 for the stock acquisition rights |
| Amount of funds to be raised | Total payment amount ¥874,703,560 / Estimated net proceeds ¥865,703,560 |
| Estimated issuance expenses | ¥9,000,000 |
| Specific use of funds | Details Costs related to clinical trials for the TIL therapy project and preparations for regulatory approval applications / Amount ¥700 million / Scheduled timing of expenditures June 2026 to March 2028, Details Working capital and other purposes / Amount ¥165 million / Scheduled timing of expenditures June 2026 to March 2029 |
| Payment date | 11 June 2026 |
| Intended allottee | CVI Investments, Inc. |
| Intended allottee's holding policy | There is no agreement regarding continued ownership. The investment policy is for pure investment purposes. The allottee will ensure that the number of voting rights attached to its beneficially owned shares does not exceed 9.9% of the total voting rights. The Company plans to obtain an undertaking to report the details if any common shares are transferred within 2 years of payment. |
| Dilution Rate | 6.16% (6.17% on a voting rights basis). For the program as a whole, 24.65% (24.70% on a voting rights basis) |
| Total number of issued shares | 95,147,891 shares → 101,011,891 shares (assuming the exercise of all Series 17 Stock Acquisition Rights and the issuance of all shares in the first issuance)（6.16％） |
| Basis for determining the amount to be paid | 90% of the closing price on the business day immediately preceding the pricing date. This represents a 21.12% discount to the 1-month average of ¥161, a 26.16% discount to the 3-month average of ¥172, and a 23.03% discount to the 6-month average of ¥165. The exercise price of the stock acquisition rights is 120% of the closing price on the business day immediately preceding the pricing date. |
| Exercise price | Initially ¥170 per share. No adjustment clause applies to the exercise price. However, the exercise price will be adjusted downward on a full-ratchet basis if certain new shares or other securities are issued at a lower price, among other circumstances. The lower adjustment limit is Not disclosed. |
| Exercise period | From 12 June 2026 to 11 June 2030 |
| Number of Stock Acquisition Rights | 29,320 stock acquisition rights issued in total. The number of unexercised rights is Not disclosed. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is expected to be less than 25% and the transaction will not result in a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' approval are not required. |
| Most recent equity financing | Timing 21 December 2023 / Type 16th stock acquisition rights by third-party allotment (with provisions for adjustment of the exercise price and exercise approval) / Amount Total issue price of ¥5,300,000; funds expected to be raised at issuance of ¥2,088,300,000 (net proceeds) |
| Major shareholders after the offering | Name CVI Investments, Inc. / Shareholding ratio 5.81％, Name Yokoyama Shuji (横山周史) / Shareholding ratio 1.15％, Name Nakano Akira (中野暁) / Shareholding ratio 0.99％, Name 上田八木短資株式会社 / Shareholding ratio 0.82％, Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.82％, Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.72％, Name 株式会社日本生物材料センター / Shareholding ratio 0.56％, Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.49％, Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.47％, Name 旭化成酸素株式会社 / Shareholding ratio 0.45％ |
| Impact on Business Performance | The impact of the funds raised through this program on the earnings forecast for the current fiscal year is 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 fund clinical trials and preparations for regulatory applications related to the TIL therapy project, research and development of GPC-1 CAR-T therapy, the development and in-licensing of new pipelines, and working capital and other purposes. The Company also cites as reasons securing the funds required in the near term through common shares, raising funds for future growth in stages through stock acquisition rights, and diversifying and limiting the impact on existing shareholders.
How to read this page
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