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
810.52644
¥100 million (estimated net proceeds: ¥810,526,440)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 ¥119 per share / Stock Acquisition Rights ¥117 per right
Total issue value
New shares ¥348,908,000 / Stock Acquisition Rights ¥3,430,440
Amount of funds to be raised
Total payment amount ¥818,526,440 / Estimated net proceeds ¥810,526,440
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 ¥810 million / Scheduled timing of expenditures October 2026 to June 2029
Existing Shares and Increase
+6.16%Rate of increase
103,943,891 shares109,807,891Shares
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 ¥159. No adjustment to the exercise price is applicable. Adjustment provisions apply in the event of a share issuance or similar transaction, stock split or consolidation, special dividend or other events. The floor is Not disclosed.
Exercise period
21 October 2026 to 18 October 2030
Number of Stock Acquisition Rights
Total issuance: 29,320 rights. Unexercised balance: Not disclosed.
Offering structure
Major shareholders after the offering
Name CVI Investments, Inc. / Shareholding ratio 12.37％Name BofA Securities Co., Ltd. / Shareholding ratio 7.42％Name Yokoyama Shuji (横山周史) / Shareholding ratio 0.97％Name Nakano Akira (中野暁) / Shareholding ratio 0.84％Name 上田八木短資株式会社 / Shareholding ratio 0.70％Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.69％Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.61％Name 株式会社日本生物材料センター / Shareholding ratio 0.47％Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.42％Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.39％
Intended allottee's holding policy
See the description in the initial press release. As of today, the Company is not aware of any plans to transfer or otherwise dispose of the new shares issued in this offering. If any matter requiring disclosure arises, the Company will disclose it promptly.
Payment date
20 October 2026
Basis for determining the amount to be paid
The issue price for the new shares is ¥119, representing 90% of the closing price of ¥132 on the trading day immediately preceding the date of the Board of Directors' resolution. This represents a discount of 15.00% to the one-month average of ¥140, 13.14% to the three-month average of ¥137 and 17.36% to the six-month average of ¥144. The exercise price for the stock acquisition rights is equivalent to 120% of the closing price on 2 October 2026.
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 proceeds of ¥5.3 million; estimated net proceeds at issuance of ¥2.0883 billion, Timing 11 June 2026 / Type New shares and stock acquisition rights issued by third-party allotment as the first issuance under this program / Amount Expected proceeds from the new shares (estimated net proceeds): ¥367,364,000; expected proceeds from the stock acquisition rights: ¥498,339,560, Timing 16 July 2026 / Type New shares and stock acquisition rights issued by third-party allotment as the second issuance under this program / Amount Expected proceeds from the new shares (estimated net proceeds): ¥324,384,000; expected proceeds from the stock acquisition rights: ¥436,181,160, Timing 3 September 2026 / Type New shares and stock acquisition rights issued by third-party allotment as the third issuance under this program / Amount Expected proceeds from the new shares (estimated net proceeds): ¥406.48 million; expected proceeds from the stock acquisition rights: ¥545,456,800
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 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 ¥119 per share / Stock Acquisition Rights ¥117 per right |
| Total issue value | New shares ¥348,908,000 / Stock Acquisition Rights ¥3,430,440 |
| Amount of funds to be raised | Total payment amount ¥818,526,440 / Estimated net proceeds ¥810,526,440 |
| 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 ¥810 million / Scheduled timing of expenditures October 2026 to June 2029 |
| Payment date | 20 October 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 | See the description in the initial press release. As of today, the Company is not aware of any plans to transfer or otherwise dispose of the new shares issued in this offering. If any matter requiring disclosure arises, the Company will disclose it promptly. |
| 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 | 103,943,891 shares → 109,807,891 shares (including the full exercise of the stock acquisition rights)（6.16％） |
| Basis for determining the amount to be paid | The issue price for the new shares is ¥119, representing 90% of the closing price of ¥132 on the trading day immediately preceding the date of the Board of Directors' resolution. This represents a discount of 15.00% to the one-month average of ¥140, 13.14% to the three-month average of ¥137 and 17.36% to the six-month average of ¥144. The exercise price for the stock acquisition rights is equivalent to 120% of the closing price on 2 October 2026. |
| Exercise price | Initially ¥159. No adjustment to the exercise price is applicable. Adjustment provisions apply in the event of a share issuance or similar transaction, stock split or consolidation, special dividend or other events. The floor is Not disclosed. |
| Exercise period | 21 October 2026 to 18 October 2030 |
| Number of Stock Acquisition Rights | Total issuance: 29,320 rights. Unexercised balance: 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 proceeds of ¥5.3 million; estimated net proceeds at issuance of ¥2.0883 billion, Timing 11 June 2026 / Type New shares and stock acquisition rights issued by third-party allotment as the first issuance under this program / Amount Expected proceeds from the new shares (estimated net proceeds): ¥367,364,000; expected proceeds from the stock acquisition rights: ¥498,339,560, Timing 16 July 2026 / Type New shares and stock acquisition rights issued by third-party allotment as the second issuance under this program / Amount Expected proceeds from the new shares (estimated net proceeds): ¥324,384,000; expected proceeds from the stock acquisition rights: ¥436,181,160, Timing 3 September 2026 / Type New shares and stock acquisition rights issued by third-party allotment as the third issuance under this program / Amount Expected proceeds from the new shares (estimated net proceeds): ¥406.48 million; expected proceeds from the stock acquisition rights: ¥545,456,800 |
| Major shareholders after the offering | Name CVI Investments, Inc. / Shareholding ratio 12.37％, Name BofA Securities Co., Ltd. / Shareholding ratio 7.42％, Name Yokoyama Shuji (横山周史) / Shareholding ratio 0.97％, Name Nakano Akira (中野暁) / Shareholding ratio 0.84％, Name 上田八木短資株式会社 / Shareholding ratio 0.70％, Name Isohata Teruo (五十畑輝夫) / Shareholding ratio 0.69％, Name STATE STREET BANK AND TRUST COMPANY 505223 / Shareholding ratio 0.61％, Name 株式会社日本生物材料センター / Shareholding ratio 0.47％, Name Nakatsuji Norio (中辻憲夫) / Shareholding ratio 0.42％, Name Shiibashi Masanori (椎橋正則) / Shareholding ratio 0.39％ |
| 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 future growth and build a stable financial foundation. The funds raised are expected to be allocated to research and development, nonclinical trials, CMC-related expenses and preparations for commencing clinical trials for GPC-1 CAR-T therapy for refractory solid tumors.
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