Notice Regarding Issuance of New Shares and Stock Acquisition Rights by Third-Party Allotment under the Stock and Stock Acquisition Rights Issuance Program (4th Round)

Overview of Capital Policy

ReproCELL Incorporated, through its stock and stock acquisition rights issuance program, will allot 2,932,000 ordinary shares to CVI Investments, Inc. as the 4th third-party allotment and will also issue the same number of stock acquisition rights. The subscription price is 119 yen for the shares and 117 yen for the rights, and the total funds amount to approximately 819 million yen. The proceeds are planned to be allocated to research and development and preparation for clinical start of the GPC-1 CAR-T therapy targeting refractory solid tumors, among other uses.

Impact on Shareholders and Future Outlook

The 4th allotment will cause dilution; however, it is judged that the purpose and use of the fundraising will contribute to medium- to long-term corporate value, and the increase in total issued shares is considered reasonable. The allottee is CVI Investments, Inc., and conditions related to subscription and exercise rights are ensured as fair based on valuations using methods such as Monte Carlo simulations. Disbursement of funds will be carried out in stages from October 2026 through 2029.