Print（PDF/217KB） Apr. 08, 2026 Finances

Notice Regarding Issuance of New Shares and Secondary Offering of Shares

Sumitomo Pharma Co., Ltd. (Head Office: Osaka, Japan; Representative Director, President and CEO: Toru Kimura; Securities Code: 4506, Prime Market of TSE; the “Company”) announced today that its Board of Directors resolved at a meeting held on April 8, 2026, to issue new shares (the “Public Offering”) and the secondary offering of shares as set forth below.

Purpose of the Public Offering

The Company aims to secure funds that will strengthen both its earnings base and financial base, thereby contributing to the medium- to long-term enterprise and shareholder value.

1. Issuance of New Shares by way of the Public Offering

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2. Secondary Offering of Shares (Offering by way of Over-allotment) (See 1. of “Reference” below)

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3. Issuance of New Shares by way of Third-party Allotment (See 1. of “Reference” below)

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Reference

1. The Offering by way of Over-allotment

The secondary offering by way of over-allotment (the “Secondary Offering by way of Over-allotment”) in Japan may be conducted for shares of common stock of the Company in a number not exceeding 7,695,600 shares, that will be borrowed by the designated Japanese Underwriter, from the Share Lender in relation to the Japanese Public Offering, taking into account market demand and other conditions therefor; provided, however, that the above-mentioned number of shares to be offered in the Secondary Offering by way of Over-allotment is the maximum number of shares to be sold and such number may be decreased or the Secondary Offering by way of Over-allotment may be cancelled entirely, depending on market demand and other conditions.

In connection with the Secondary Offering by way of Over-allotment, the Board of Directors of the Company has resolved, at the meeting held on April 8, 2026 (Wed), the issuance of new shares by way of Third-Party Allotment (the “Capital Increase by way of Third-Party Allotment”) to enable the designated Japanese Underwriter to acquire shares necessary to return the shares of common stock of the Company that will be borrowed by the designated Japanese Underwriter from the Share Lender (the “Borrowed Shares”).

Furthermore, the designated Japanese Underwriter may also purchase shares of common stock of the Company on the Tokyo Stock Exchange, Inc., up to the number of shares (the “Maximum Number of Shares”) to be offered in the Secondary Offering by way of Over-allotment (the “Syndicate Cover Transactions”) to return the Borrowed Shares. Such the Syndicate Cover Transactions would be made during the period beginning on the date immediately following the last day of the subscription period for the Japanese Public Offering and the Secondary Offering by way of Over-allotment, up to and including the 30th day (or, if the 30th day is not a business day, the preceding business day) counting from such day (the “Syndicate Cover Transaction Period”) (Note). Shares of common stock of the Company purchased through the Syndicate Cover Transactions shall be used to return the Borrowed Shares. During the Syndicate Cover Transaction Period, the designated Japanese Underwriter may elect to not conduct any Syndicate Cover Transactions or may terminate Syndicate Cover Transactions before the number of shares purchased through such transactions reaches the number of shares offered in the Secondary Offering by way of Over-allotment.

The designated Japanese Underwriter may conduct stabilizing transactions as it conducts the Japanese Public Offering and the Secondary Offering by way of Over-allotment. The shares of common stock of the Company acquired through such stabilizing transactions may be used, in whole or in part, to return the Borrowed Shares.

Only with respect to the number of shares obtained by deducting (a) the number of shares purchased through the Syndicate Cover Transactions and the stabilizing transactions that are to be used to return the Borrowed Shares from (b) the number of shares to be offered in the Secondary Offering by way of Over-allotment, the designated Japanese Underwriter will accept the allotment under the Capital Increase by way of Third-Party Allotment. Accordingly, all or a part of the shares to be issued under the Capital Increase by way of Third-Party Allotment may not be subscribed for, which may result in a decrease in the number of shares to be finally issued under the Capital Increase by way of Third-Party Allotment or in the cancellation of the issuance of new shares, due to forfeiture.

(Note) The Syndicate Cover Transaction Period is as follows:

2. Change in the Total Number of Issued Shares with Respect to the Issuance of New Shares by ways of the Public Offering

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• (Note)These figures are based on the assumption that the number of shares to be offered set forth in (1) of “3. Issuance of New Shares by way of Third-party Allotment” are all subscribed for by the designated Japanese Underwriter and issued and thus indicates the Maximum Number of Shares to be issued.

3. Use of Proceeds

The estimated net proceeds of up to 116,490,277,000 yen from the Public Offering are expected to be applied to:

• (1)The Company plans to use 30 billion yen by the end of March 2029 for R&D expenses in oncology area, primarily for the clinical trials of the two oncology compounds.
• (2)The Company plans to use 10 billion yen by the end of March 2029 for R&D expenses in neurodegenerative diseases and infectious diseases to strengthen R&D infrastructure and to expand its pipeline and portfolio.
• (3)The Company plans to use 10 billion yen by the end of March 2029 for R&D expenses and capital expenditures in the regenerative medicine/cell therapy business, through investments and loans to RACTHERA and S-RACMO.
• (4)The Company plans to use 10 billion yen by the end of March 2029 for the capital expenditures aimed at strengthening production and quality systems at its facilities and research laboratories, as well as IT system investments and strategic investments for alliances and licensing agreements primarily related to the development and sales of other companies’ products.
• (5)The Company plans to use the remaining funds by the end of March 2029 for the repayment of interest-bearing debt.

We will properly manage the proceeds in the Company’s bank deposit account until the proceeds are applied for each of the aforementioned purposes.

4. Lock-up

In relation to the Public Offering, the shareholder of the Company, Sumitomo Chemical Co., Ltd., has agreed with the joint global coordinators that, during the period commencing on the Pricing Date and ending on the date 180 days from and including the delivery date in respect of the Public Offering (the “Lockup Period”), it will not sell, or otherwise dispose (except for the lending of our common stock for the purpose of the Secondary Offering by way of Over-allotment) of, the shares of common stock of the Company, or securities convertible or exchangeable into the shares of common stock of the Company, without the prior written consent of the joint global coordinators. Furthermore, the Company has agreed with the joint global coordinators that, during the Lockup Period, it will not issue or sell, or otherwise dispose of, the shares of common stock of the Company, or securities convertible or exchangeable into the shares of common stock of the Company (except for the issuance of new shares by way of the Japanese Public Offering, the International Offering and the Capital Increase by way of Third-Party Allotment, and the issuance of new shares in relation to a stock split, etc.), without the prior written consent of the joint global coordinators.

In either of the aforementioned cases, the joint global coordinators have the right to waive the substance of the agreement, in whole or in part, or to shorten the Lockup Period at their discretion.

End.