Carna Biosciences (4572) said on Sept. 28 it signed a convertible bond issuance program with Cantor Fitzgerald Europe to raise ¥561.6 million through three private placements of unsecured convertible bonds, and will separately raise about ¥850 million by placing new shares with shareholder Daisuke Gomi and kaya holdings.
The bonds carry a combined face value of ¥624.0 million and are issued at ¥90 per ¥100 of face value, with each of the three tranches raising ¥187.2 million. The conversion price for each tranche will be 90% of the stock's Tokyo Stock Exchange closing price on the trading day before the allotment resolution date, rounded up to the nearest ¥0.1, with no adjustment clause. Terms of the 4th series, approved the same day:
| Item | 4th series CB |
|---|---|
| Payment date | Oct. 14, 2026 |
| Conversion price | ¥409.5 |
| Max. shares on conversion | 507,936 |
| Coupon | 1.0% per year |
| Maturity | Oct. 12, 2029 |
Cantor Fitzgerald Europe intends to sell shares acquired through conversion off-exchange to overseas institutional investors and needs Carna's prior consent to sell on the exchange, except in certain cases such as a breach of contract by the company. Carna may buy back outstanding bonds at face value at its discretion, and the program agreement does not provide for early redemption at the holder's option. Until no bonds remain outstanding, any financing by Carna with other parties, excluding the new share placement, M&A, and stock compensation or stock options for officers and employees, requires the allottee's written consent.
The share placement proceeds are to be paid in a lump sum. Funds will go to research and development and business operations. Carna focuses on small-molecule drugs such as kinase inhibitors, has out-licensed a drug discovery program to Gilead Sciences, and has three in-house compounds in clinical development.
Next steps: the 5th series is scheduled for an allotment resolution on Oct. 19 and payment on Nov. 4, and the 6th series for a resolution on Nov. 9 and payment on Nov. 25, each raising ¥187.2 million.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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