Source disclosure: February 17, 2026

Carna Biosciences,Inc. [4572.T]

TOKYO, Feb 17 (Reuters) - Carna Biosciences Inc., represented by President and CEO Yoshiro Yoshino, announced today that the subscription payment for its private placement of unsecured bonds, warrant rights for docirbrutinib development promotion, and new shares has been completed.

The company resolved to issue these securities during a board meeting held on January 29, 2026. The issuance includes unsecured convertible bonds to Cantor Fitzgerald Europe, warrant rights for docirbrutinib development, and new shares allocated to both Cantor Fitzgerald Europe and Mr. Yoshiro Yoshino, the company's representative director.

Regarding the second tranche of unsecured ordinary bonds issued to Cantor Fitzgerald Europe, the total amount is ¥1,850,000,000, with each bond valued at ¥46,250,000. The repayment date is set for February 17, 2028, and the interest rate is zero percent annually. Each bond will be repaid at face value upon maturity, with an issuance price of ¥92.5 per ¥100 nominal value and a redemption price of ¥100 per ¥100 nominal value. Additionally, there are provisions allowing for early redemption under certain conditions such as organizational restructuring, delisting due to tender offers, squeeze-out events, listing suspension reasons, regulatory designations, or at the discretion of the issuer.

For the warrant rights, a total of 76,983 warrants were issued, each granting the right to subscribe for 100 common shares. The aggregate exercise price is ¥15,011,685, equating to ¥195 per warrant. There is no upper limit to the maximum exercise price, but the minimum exercise price is ¥216.5 per share. The potential number of shares does not change regardless of the exercise price. The funds raised from this transaction amount to ¥3,015,039,195, netting approximately ¥2,995,039,195 after deductions. Initially, the exercise price was set at ¥389.7 per share. However, it can be adjusted based on market conditions following the initial issuance period. Specifically, if the closing price of the company’s stock on the Tokyo Stock Exchange falls below 90% of the previous week's final trading day's closing price, the exercise price may be revised upwards or downwards accordingly. If the recalculated exercise price drops below the minimum exercise price of ¥216.5, it will be reset to this level.

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