Worth reading
83Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
5864000
Shares (total number of shares underlying the new shares and stock acquisition rights)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares and stock acquisition rights through a third-party allotment
Who receives how much
New shares 2,932,000 common shares / 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 (underlying shares: 2,932,000)
The lower thin line represents the existing number of shares to which these shares will be added.
New shares ¥140 per share / Stock Acquisition Rights ¥140 per stock acquisition right
Total issue value
¥410,480,000 for the new shares and ¥4,104,800 for the stock acquisition rights
Amount of funds to be raised
Total amount to be paid in: ¥959,936,800; estimated net proceeds: ¥951,936,800 (the amount may increase or decrease if, for example, the exercise price of the stock acquisition rights is adjusted)
Estimated issuance expenses
¥8,000,000
Specific use of funds
Expenses related to research and development and preparations for commencing clinical trials for GPC-1 CAR-T therapy for refractory solid tumorsAmount ¥841 million / Scheduled timing of expenditures September 2026 to June 2029
Working capital and other purposesAmount ¥110 million / Scheduled timing of expenditures September 2026 to March 2029
Existing Shares and Increase
+6.16%Rate of increase
101,011,891 shares106,875,891Shares
6.16% for the third-party allotment alone (6.17% on a voting-rights basis); 18.49% cumulatively for the first through third tranches (18.52% on a voting-rights basis); 24.65% for the program as a whole (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 ¥186 per share. No adjustment provision applies to the exercise price. However, adjustment provisions apply in certain cases, including the issuance of new shares, a stock split and a special dividend. Floor: Not disclosed
Exercise period
From 4 September 2026 to 3 September 2030
Number of Stock Acquisition Rights
Total number issued: 29,320. Number remaining unexercised: Not disclosed
Offering structure
Major shareholders after the offering
Name CVI Investments, Inc. / Shareholding ratio 10.41％Name BofA Securities Co., Ltd. / Shareholding ratio 5.20％Name Yokoyama Shuji (横山周史) / Shareholding ratio 1.02％Name Nakano Akira (中野暁) / Shareholding ratio 0.88％Name 上田八木短資株式会社 / Shareholding ratio 0.73％Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.73％Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.64％Name 株式会社日本生物材料センター / Shareholding ratio 0.50％Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.44％Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.41％
Intended allottee's holding policy
Refer to the description in the initial press release. As of the date hereof, the Company is not aware of any planned transfer or other disposition by the proposed allottee of the common shares to be newly issued under the third-party allotment.
Payment date
3 September 2026
Basis for determining the amount to be paid
The issue price for the new shares is ¥140, equal to 90% of the ¥155 closing price on 18 August 2026, the trading day immediately preceding the date of the Board of Directors resolution. This represents a 6.06% premium to the one-month average of ¥132, a 7.69% premium to the three-month average of ¥130 and a 7.89% discount to the six-month average of ¥152. The issue price of the stock acquisition rights is ¥140, equal to the valuation determined through a Monte Carlo simulation by an independent valuation institution.
Procedures under the Corporate Code of Conduct
As the dilution ratio 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 procedures to confirm shareholders' intentions. The Company has also obtained opinions from all 3 corporate auditors that the amount to be paid is lawful.
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: ¥5,300,000; funds expected to be raised at issuance (estimated net proceeds): ¥2,088,300,000, Timing 11 June 2026 / Type Issuance of the common shares and stock acquisition rights through the first third-party allotment under this program / Amount Funds expected to be raised from the new shares (estimated net proceeds): ¥367,364,000; funds expected to be raised from the stock acquisition rights (estimated net proceeds): ¥498,339,560, Timing 16 July 2026 / Type Issuance of the common shares and stock acquisition rights through the second third-party allotment under this program / Amount Funds expected to be raised from the new shares (estimated net proceeds): ¥324,384,000; funds expected to be raised from the stock acquisition rights (estimated net proceeds): ¥436,181,160
Impact on Business Performance
The impact of the financing under this program on the earnings forecast for the current fiscal year is expected to be immaterial.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares and 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 ¥140 per share / Stock Acquisition Rights ¥140 per stock acquisition right |
| Total issue value | ¥410,480,000 for the new shares and ¥4,104,800 for the stock acquisition rights |
| Amount of funds to be raised | Total amount to be paid in: ¥959,936,800; estimated net proceeds: ¥951,936,800 (the amount may increase or decrease if, for example, the exercise price of the stock acquisition rights is adjusted) |
| Estimated issuance expenses | ¥8,000,000 |
| Specific use of funds | Details Expenses related to research and development and preparations for commencing clinical trials for GPC-1 CAR-T therapy for refractory solid tumors / Amount ¥841 million / Scheduled timing of expenditures September 2026 to June 2029, Details Working capital and other purposes / Amount ¥110 million / Scheduled timing of expenditures September 2026 to March 2029 |
| Payment date | 3 September 2026 |
| Intended allottee | Name CVI Investments, Inc. / Number of Shares 2,932,000 new shares and 29,320 stock acquisition rights (underlying shares: 2,932,000) |
| Intended allottee's holding policy | Refer to the description in the initial press release. As of the date hereof, the Company is not aware of any planned transfer or other disposition by the proposed allottee of the common shares to be newly issued under the third-party allotment. |
| Dilution Rate | 6.16% for the third-party allotment alone (6.17% on a voting-rights basis); 18.49% cumulatively for the first through third tranches (18.52% on a voting-rights basis); 24.65% for the program as a whole (24.70% on a voting-rights basis) |
| Total number of issued shares | 101,011,891 shares (as of 18 August 2026) → 103,943,891 shares (after issuance of the new shares; 106,875,891 shares after full exercise of the stock acquisition rights)（Increase of 2.90% after issuance of the new shares (increase of 5.81% after full exercise of the stock acquisition rights)） |
| Basis for determining the amount to be paid | The issue price for the new shares is ¥140, equal to 90% of the ¥155 closing price on 18 August 2026, the trading day immediately preceding the date of the Board of Directors resolution. This represents a 6.06% premium to the one-month average of ¥132, a 7.69% premium to the three-month average of ¥130 and a 7.89% discount to the six-month average of ¥152. The issue price of the stock acquisition rights is ¥140, equal to the valuation determined through a Monte Carlo simulation by an independent valuation institution. |
| Exercise price | The initial exercise price is ¥186 per share. No adjustment provision applies to the exercise price. However, adjustment provisions apply in certain cases, including the issuance of new shares, a stock split and a special dividend. Floor: Not disclosed |
| Exercise period | From 4 September 2026 to 3 September 2030 |
| Number of Stock Acquisition Rights | Total number issued: 29,320. Number remaining unexercised: Not disclosed |
| Procedures under the Corporate Code of Conduct | As the dilution ratio 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 procedures to confirm shareholders' intentions. The Company has also obtained opinions from all 3 corporate auditors that the amount to be paid is lawful. |
| 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: ¥5,300,000; funds expected to be raised at issuance (estimated net proceeds): ¥2,088,300,000, Timing 11 June 2026 / Type Issuance of the common shares and stock acquisition rights through the first third-party allotment under this program / Amount Funds expected to be raised from the new shares (estimated net proceeds): ¥367,364,000; funds expected to be raised from the stock acquisition rights (estimated net proceeds): ¥498,339,560, Timing 16 July 2026 / Type Issuance of the common shares and stock acquisition rights through the second third-party allotment under this program / Amount Funds expected to be raised from the new shares (estimated net proceeds): ¥324,384,000; funds expected to be raised from the stock acquisition rights (estimated net proceeds): ¥436,181,160 |
| Major shareholders after the offering | Name CVI Investments, Inc. / Shareholding ratio 10.41％, Name BofA Securities Co., Ltd. / Shareholding ratio 5.20％, Name Yokoyama Shuji (横山周史) / Shareholding ratio 1.02％, Name Nakano Akira (中野暁) / Shareholding ratio 0.88％, Name 上田八木短資株式会社 / Shareholding ratio 0.73％, Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.73％, Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.64％, Name 株式会社日本生物材料センター / Shareholding ratio 0.50％, Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.44％, Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.41％ |
| Impact on Business Performance | The impact of the financing under this program on the earnings forecast for the current fiscal year is expected to be 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 support the future growth of the Group and establish a stable financial foundation. The funds raised are expected to be used for research and development of GPC-1 CAR-T therapy, preparations for commencing clinical trials, working capital and other purposes.
How to read this page
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