Worth reading
89Important
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
149.69
Dilution rate (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of Series 22 stock acquisition rights through a third-party allotment with an exercise price adjustment provision
Who receives how much
Potential shares: 24,125,000 (241,250 stock acquisition rights, each convertible into 100 common shares)
EVO FUND (241,250 stock acquisition rights)
The lower thin line represents the existing number of shares to which these shares will be added.
¥15 per stock acquisition right
Total issue value
¥3,618,750
Amount of funds to be raised
Total amount paid in: ¥2,488,493,750; estimated net proceeds: ¥2,476,464,750
Estimated issuance expenses
Estimated issuance expenses: ¥12,029,000
Specific use of funds
Redemption of Series 15 unsecured straight bondsAmount ¥750 million / Scheduled timing of expenditures October 2026 to March 2027
Re・De Beauty, new products, and production and supplyAmount ¥450 million / Scheduled timing of expenditures October 2026 to March 2027
Marketing, sales, and overseas expansionAmount ¥400 million / Scheduled timing of expenditures October 2026 to March 2027
Re・De Ring and white-label products for corporationsAmount ¥150 million / Scheduled timing of expenditures January 2027 to September 2028
Re・De Wellness, biometric data, and AI infrastructureAmount ¥150 million / Scheduled timing of expenditures January 2027 to September 2028
Financial・WellthVerse and Web3 infrastructureAmount ¥100 million / Scheduled timing of expenditures January 2027 to September 2028
Re・De Wellness Hub proof of conceptAmount ¥50 million / Scheduled timing of expenditures October 2026 to August 2028
Strategic investments, including M&A and capital and business alliancesAmount ¥200 million / Scheduled timing of expenditures October 2026 to September 2028
Working capital and business promotion structureAmount ¥226 million / Scheduled timing of expenditures October 2026 to September 2028
Existing Shares and Increase
+149.69%Rate of increase
16,116,527 shares40,241,527Shares
149.69% (150.07% 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 ¥103. Adjusted on each trading day to 100% of the closing price. Floor: ¥52. No ceiling.
Exercise period
6 October 2026 to 6 October 2028
Number of Stock Acquisition Rights
Total issued: 241,250 stock acquisition rights. The remaining 2,412,500 Series 21 stock acquisition rights are scheduled to be acquired and cancelled. Unexercised Series 22 stock acquisition rights: Not disclosed.
Offering structure
Underwriter / lead underwriter
EVOLUTION JAPAN証券株式会社 (domestic agent)
Intended allottee's holding policy
Short-term holding. The shares acquired through exercise may be sold in the market.
Payment date
5 October 2026
Basis for determining the amount to be paid
The exercise price is set at 100% of the closing price on the trading day immediately preceding each adjustment date. The minimum exercise price is ¥52. Based on the closing price of ¥103 on the valuation reference date, the issue price was set at ¥15 per right, equal to the valuation determined by the valuation institution. The minimum exercise price is equivalent to 50% of the closing price on the trading day preceding the resolution date for the issuance.
Procedures under the Corporate Code of Conduct
A third-party committee comprising Kobayashi Shinsuke, outside director Manabe Komei, and outside corporate auditor Fujiwara Toyokazu was established to deliberate on the scale of dilution, the financing method, and the suitability of the proposed allottee. The committee expressed the opinion that the transaction was necessary and appropriate.
Most recent equity financing
Timing 16 March 2026 / Type Third-party allotment of Series 21 stock acquisition rights / Amount Funds raised: ¥881 million (estimated net proceeds), Timing 16 March 2026 / Type Series 15 unsecured straight bonds / Amount Not disclosed
Impact on Business Performance
The company intends to stabilize its financial base through the redemption of the Series 15 unsecured straight bonds and proceed with growth investments. The specific impact on results: Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of Series 22 stock acquisition rights through a third-party allotment with an exercise price adjustment provision |
| Number of shares to be issued or disposed of | Potential shares: 24,125,000 (241,250 stock acquisition rights, each convertible into 100 common shares) |
| Issue price and disposal price | ¥15 per stock acquisition right |
| Total issue value | ¥3,618,750 |
| Amount of funds to be raised | Total amount paid in: ¥2,488,493,750; estimated net proceeds: ¥2,476,464,750 |
| Estimated issuance expenses | Estimated issuance expenses: ¥12,029,000 |
| Specific use of funds | Details Redemption of Series 15 unsecured straight bonds / Amount ¥750 million / Scheduled timing of expenditures October 2026 to March 2027, Details Re・De Beauty, new products, and production and supply / Amount ¥450 million / Scheduled timing of expenditures October 2026 to March 2027, Details Marketing, sales, and overseas expansion / Amount ¥400 million / Scheduled timing of expenditures October 2026 to March 2027, Details Re・De Ring and white-label products for corporations / Amount ¥150 million / Scheduled timing of expenditures January 2027 to September 2028, Details Re・De Wellness, biometric data, and AI infrastructure / Amount ¥150 million / Scheduled timing of expenditures January 2027 to September 2028, Details Financial・WellthVerse and Web3 infrastructure / Amount ¥100 million / Scheduled timing of expenditures January 2027 to September 2028, Details Re・De Wellness Hub proof of concept / Amount ¥50 million / Scheduled timing of expenditures October 2026 to August 2028, Details Strategic investments, including M&A and capital and business alliances / Amount ¥200 million / Scheduled timing of expenditures October 2026 to September 2028, Details Working capital and business promotion structure / Amount ¥226 million / Scheduled timing of expenditures October 2026 to September 2028 |
| Payment date | 5 October 2026 |
| Intended allottee | EVO FUND (241,250 stock acquisition rights) |
| Intended allottee's holding policy | Short-term holding. The shares acquired through exercise may be sold in the market. |
| Dilution Rate | 149.69% (150.07% on a voting rights basis) |
| Total number of issued shares | 16,116,527 shares → 40,241,527 shares (if all rights are exercised)（149.69％） |
| Basis for determining the amount to be paid | The exercise price is set at 100% of the closing price on the trading day immediately preceding each adjustment date. The minimum exercise price is ¥52. Based on the closing price of ¥103 on the valuation reference date, the issue price was set at ¥15 per right, equal to the valuation determined by the valuation institution. The minimum exercise price is equivalent to 50% of the closing price on the trading day preceding the resolution date for the issuance. |
| Exercise price | Initially ¥103. Adjusted on each trading day to 100% of the closing price. Floor: ¥52. No ceiling. |
| Exercise period | 6 October 2026 to 6 October 2028 |
| Number of Stock Acquisition Rights | Total issued: 241,250 stock acquisition rights. The remaining 2,412,500 Series 21 stock acquisition rights are scheduled to be acquired and cancelled. Unexercised Series 22 stock acquisition rights: Not disclosed. |
| Underwriter / lead underwriter | EVOLUTION JAPAN証券株式会社 (domestic agent) |
| Procedures under the Corporate Code of Conduct | A third-party committee comprising Kobayashi Shinsuke, outside director Manabe Komei, and outside corporate auditor Fujiwara Toyokazu was established to deliberate on the scale of dilution, the financing method, and the suitability of the proposed allottee. The committee expressed the opinion that the transaction was necessary and appropriate. |
| Most recent equity financing | Timing 16 March 2026 / Type Third-party allotment of Series 21 stock acquisition rights / Amount Funds raised: ¥881 million (estimated net proceeds), Timing 16 March 2026 / Type Series 15 unsecured straight bonds / Amount Not disclosed |
| Impact on Business Performance | The company intends to stabilize its financial base through the redemption of the Series 15 unsecured straight bonds and proceed with growth investments. The specific impact on results: Not disclosed. |
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 CompensationOverallotmentStock Split RatioMajor shareholders after the offering
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.The company will refinance by replacing the Series 21 stock acquisition rights with a new financing method to secure ¥750 million for the redemption of Series 15 unsecured straight bonds and ¥1,650 million for growth investments and business execution expenses, including Re・De Beauty.
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.