September 15, 2021
Company Name: | HEALIOS K.K. |
Representative: | Hardy TS Kagimoto, Chairman & CEO |
(TSE Mothers Code: 4593) | |
Contact: | Richard Kincaid, Executive Officer CFO |
(TEL: 03-5962-9440) |
Announcement of Determination of the Issue Price and Other Matters for the Issuance of New Shares
through an International Offering
HEALIOS K.K. (the "Company") hereby announces the determination of the issue price and other matters in connection with the issuance of new shares through an international offering pursuant to Regulation S under the U.S. Securities Act of 1933 (the "International Offering"), as resolved at the executive officers meeting held on September 15, 2021, as follows.
Issuance of New Shares through International Offering
- Issue Price (Offer Price)
- Total Amount of Issuance
- Amount to be Paid
- Total Amount to be Paid
- Amount of Stated Capital and Additional Paid-in Capital to be Increased
¥2,175 per share | |
¥7,177,500,000 | |
¥2,055.45 per share | |
¥6,782,985,000 | |
Amount of Stated Capital to be Increased | ¥3,391,492,500 |
Amount of Additional Paid-in Capital to be | ¥3,391,492,500 |
Increased |
(6) | Date of Payment | September 30, | 2021 |
(7) | Date of Delivery | October 1, | 2021 |
Note: The underwriter will purchase and underwrite the shares at the amount to be paid and offer the shares at the issue price (offer price).
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1. Use of Proceeds
The total net proceeds from the International Offering is estimated to be approximately ¥6.7 billion. The Company plans to apply the total net proceeds from the International Offering as follows:
- Approximately ¥2.0 billion towards the cost of further establishing commercial manufacturing capabilities in anticipation of marketing approval for HLCM051;
- Approximately ¥3.0 billion towards the expenses for continued research and development of its proprietary NK cells and other pipeline assets; and
- The remaining amount after deducting (1) and (2) above from the estimated net proceeds, towards general working capital for personnel expenses, etc.
Note: This press release has been prepared for the sole purpose of publicly announcing the International Offering, and not for the purpose of soliciting investment or engaging in any other similar activities within or outside Japan.
This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The Shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
As the offering in connection with the issuance of new shares referred to herein will be made outside Japan and only to the non-residents of Japan, registrations or notifications under the Financial Instruments and Exchange Act of Japan (the "FIEA") will not be made, and a prospectus under the FIEA will not be prepared.
[End of Document]
Note on translation
This is an abbreviated translation of the original Japanese document and is provided for informational purpose only. If there are any discrepancies between this and the original, the original Japanese document prevails.
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