Worth reading
84Important
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 (combined number of new shares issued and shares underlying the stock acquisition rights)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and the 18th Series of Stock Acquisition Rights by third-party allotment
Who receives how much
New shares 2,932,000 common shares / Number of potential shares underlying the stock acquisition rights 2,932,000 shares
CVI Investments, Inc.2,932,000 new shares and 29,320 stock acquisition rights (2,932,000 underlying shares)
The lower thin line represents the existing number of shares to which these shares will be added.
New shares ¥112 per share / Stock Acquisition Rights ¥113 per stock acquisition right (¥1.13 per underlying share)
Total issue value
¥768,565,160 (¥328,384,000 for the new shares, ¥3,313,160 for the stock acquisition rights, and ¥436,868,000 upon exercise of the stock acquisition rights)
Amount of funds to be raised
Total amount payable of ¥768,565,160; estimated net proceeds of ¥760,565,160
Estimated issuance expenses
¥8,000,000
Specific use of funds
Costs related to clinical trials for the TIL therapy project and preparations for regulatory approval applicationsAmount ¥300 million / Scheduled timing of expenditures July 2026 to March 2028
Expenses related to research and development and preparations for commencing clinical trials for GPC-1 CAR-T therapy for refractory solid tumorsAmount ¥295 million / Scheduled timing of expenditures July 2026 to June 2029
Working capital and other purposesAmount ¥165 million / Scheduled timing of expenditures July 2026 to March 2029
Existing Shares and Increase
+6.16%Rate of increase
98,079,891 shares103,943,891Shares
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
The initial exercise price is ¥149 per share. There is no adjustment provision for the exercise price. However, adjustment provisions apply in the event of certain issuances of new shares, stock splits, special dividends and other events.
Exercise period
17 July 2026 to 16 July 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 8.23％Name BofA Securities Co., Ltd. / Shareholding ratio 2.74％Name Yokoyama Shuji (横山周史) / Shareholding ratio 1.08％Name Nakano Akira (中野暁) / Shareholding ratio 0.93％Name 上田八木短資株式会社 / Shareholding ratio 0.77％Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.77％Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.68％Name 株式会社日本生物材料センター / Shareholding ratio 0.53％Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.46％Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.44％
Intended allottee's holding policy
Refer to the description in the initial press release. As of today, the Company is not aware of any plans by the prospective allottee to transfer or otherwise dispose of the securities issued in the second issuance.
Payment date
16 July 2026
Basis for determining the amount to be paid
The issue price for the new shares is ¥112, representing 90% of the closing price of ¥124 on the trading day immediately preceding the date of the Board of Directors' resolution. This represents discounts of 11.11% to the one-month average price of ¥126, 26.32% to the three-month average price of ¥152, and 30.00% to the six-month average price of ¥160. The issue price for the stock acquisition rights is ¥113 per right, equal to the value calculated using a Monte Carlo simulation.
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, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure under Rule 432 of the Tokyo Stock Exchange. The Company has obtained opinions from all 3 corporate auditors that the payment amount for the new shares is lawful, as well as the corporate auditors' opinions regarding the independence of the third-party valuation institution and other matters concerning the stock acquisition rights.
Most recent equity financing
Timing Allotted on 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 proceeds of ¥5,300,000; funds expected to be raised at issuance (estimated net proceeds) of ¥2,088,300,000; amount raised to date of ¥1,217 million, Timing Payment and allotment on 11 June 2026 / Type Issuance of the common shares and Series 17 Stock Acquisition Rights through the first third-party allotment under this program / Amount ¥367,364,000 in expected proceeds from the new shares and ¥498,339,560 in expected proceeds from the stock acquisition rights
Impact on Business Performance
The impact of the funds raised under this program on the earnings forecast for the current fiscal year is expected to be minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and the 18th Series of Stock Acquisition Rights by third-party allotment |
| Number of shares to be issued or disposed of | New shares 2,932,000 common shares / Number of potential shares underlying the stock acquisition rights 2,932,000 shares |
| Issue price and disposal price | New shares ¥112 per share / Stock Acquisition Rights ¥113 per stock acquisition right (¥1.13 per underlying share) |
| Total issue value | ¥768,565,160 (¥328,384,000 for the new shares, ¥3,313,160 for the stock acquisition rights, and ¥436,868,000 upon exercise of the stock acquisition rights) |
| Amount of funds to be raised | Total amount payable of ¥768,565,160; estimated net proceeds of ¥760,565,160 |
| Estimated issuance expenses | ¥8,000,000 |
| Specific use of funds | Details Costs related to clinical trials for the TIL therapy project and preparations for regulatory approval applications / Amount ¥300 million / Scheduled timing of expenditures July 2026 to March 2028, Details Expenses related to research and development and preparations for commencing clinical trials for GPC-1 CAR-T therapy for refractory solid tumors / Amount ¥295 million / Scheduled timing of expenditures July 2026 to June 2029, Details Working capital and other purposes / Amount ¥165 million / Scheduled timing of expenditures July 2026 to March 2029 |
| Payment date | 16 July 2026 |
| Intended allottee | Name CVI Investments, Inc. / Number of Shares 2,932,000 new shares and 29,320 stock acquisition rights (2,932,000 underlying shares) |
| Intended allottee's holding policy | Refer to the description in the initial press release. As of today, the Company is not aware of any plans by the prospective allottee to transfer or otherwise dispose of the securities issued in the second issuance. |
| 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 | 98,079,891 shares (as of 30 June 2026) → 101,011,891 shares (after the second issuance of new shares; 103,943,891 shares if all stock acquisition rights are exercised) |
| Basis for determining the amount to be paid | The issue price for the new shares is ¥112, representing 90% of the closing price of ¥124 on the trading day immediately preceding the date of the Board of Directors' resolution. This represents discounts of 11.11% to the one-month average price of ¥126, 26.32% to the three-month average price of ¥152, and 30.00% to the six-month average price of ¥160. The issue price for the stock acquisition rights is ¥113 per right, equal to the value calculated using a Monte Carlo simulation. |
| Exercise price | The initial exercise price is ¥149 per share. There is no adjustment provision for the exercise price. However, adjustment provisions apply in the event of certain issuances of new shares, stock splits, special dividends and other events. |
| Exercise period | 17 July 2026 to 16 July 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, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure under Rule 432 of the Tokyo Stock Exchange. The Company has obtained opinions from all 3 corporate auditors that the payment amount for the new shares is lawful, as well as the corporate auditors' opinions regarding the independence of the third-party valuation institution and other matters concerning the stock acquisition rights. |
| Most recent equity financing | Timing Allotted on 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 proceeds of ¥5,300,000; funds expected to be raised at issuance (estimated net proceeds) of ¥2,088,300,000; amount raised to date of ¥1,217 million, Timing Payment and allotment on 11 June 2026 / Type Issuance of the common shares and Series 17 Stock Acquisition Rights through the first third-party allotment under this program / Amount ¥367,364,000 in expected proceeds from the new shares and ¥498,339,560 in expected proceeds from the stock acquisition rights |
| Major shareholders after the offering | Name CVI Investments, Inc. / Shareholding ratio 8.23％, Name BofA Securities Co., Ltd. / Shareholding ratio 2.74％, Name Yokoyama Shuji (横山周史) / Shareholding ratio 1.08％, Name Nakano Akira (中野暁) / Shareholding ratio 0.93％, Name 上田八木短資株式会社 / Shareholding ratio 0.77％, Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.77％, Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.68％, Name 株式会社日本生物材料センター / Shareholding ratio 0.53％, Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.46％, Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.44％ |
| Impact on Business Performance | The impact of the funds raised under this program on the earnings forecast for the current fiscal year is expected to be minor. |
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 the Group's future growth and establish a stable financial base. The Company explained that this is currently the optimal means of financing to address future funding needs while taking existing shareholders' interests into consideration.
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.