October 6, 2023
SymBio Pharmaceuticals Limited
Fuminori Yoshida
Representative Director,
President and Chief Executive Officer
Takaaki Fukushima
Executive Corporate Officer and Chief Financial Officer
TEL: +81-3-5472-1125

Notice of Agreement to Set up a STraight-Equity Issue Program (“STEP”) andIssue New Shares through Third-Party Allotment
TOKYO, Japan, October 6, 2023—SymBio Pharmaceuticals Limited (TSE: 4582) (“SymBio” or the“Company”) announced that at a Board of Directors meeting held today, it resolved to enter into anagreement with EVO FUND (the “Allottee”) to set up an equity issue program (the “Agreement to Set up
an Equity Issue Program”), as outlined below.
The Company also announced that on the same day, its Board of Directors had resolved to issue newshares through a third-party allotment to the Allottee based on the equity issue program establishedunder the Agreement to Set up an Equity Issue Program (the “Program”), as described below.
I. STraight-Equity Issue Program (“STEP”)
1. Details of the Program
The Program allows for the issuance of up to 6,000,000 common shares of the Company through thirdparty allotment to the Allottee based on the Agreement to Set up an Equity Issue Program between the
Company and the Allottee.
The Allottee has expressed its willingness, in principle, to accept common shares of the Company
allotted to it under the Program. The risk of non-payment cannot be eliminated as the Allottee is not
obligated to accept the issue of the shares. However, since the Allotee has never failed to makepayments in similar contracts with other companies in the past, the Company has determined it is highly
likely that the Allottee will make the payments for the shares issued. Whether each of the allotments
described below, from the 1st allotment through the 5th allotment, are executed (below, shares issued in
the 1st allotment through the 5th allotment, whether individually or collectively, are referred to as the“Shares,” and the issue of the Shares to the Allottee through a third-party allotment based on the
Program, whether individually or collectively, are referred to as the “Capital Increase by Third-Party
Allotment”) are affected by reasons for limiting allotment as of the allotment resolution date associatedwith that allotment. (Allotment of the Shares may be limited under the following circumstances: in theevent of any misstatement, etc., in the securities registration statement or other disclosure documents
relating to the issue of the Shares; in the event of any misstatement, etc. in any documents, drawings,
audio recordings, or other materials other than disclosure documents prepared by the Company for theoffering of the Shares; in the event that undisclosed events or circumstances have occurred since theclosing date of the latest audited financial statements that may have a significant adverse impact on the
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

1

financial condition and operating results of the Company and the Group; in the event the Capital Increaseby Third-Party Allotment conflicts with the internal rules of the Company or the Allottee, or with any
agreements already concluded by the Company or the Allottee; in the event of legal proceedings or otherprocedures in process involving the Company or its subsidiaries that may have a significant impact on
the Capital Increase by Third-Party Allotment; in the event of material facts or circumstances as specified
in Article 166, Paragraph 2, of the Financial Instruments and Exchange Act that have not been disclosed
and, if disclosed, could have a significant impact on our stock price; in the event that the Company relieson the Allottee or its affiliates for the transactions planned under the Program, without acting on its own
judgement and responsibility based on professional advice; in the event of any inconsistency between
the policy of the Allottee with respect to the holding or disposition of the share certificates and othersecurities disclosed or announced for the most recent third-party allotment of share certificates and othersecurities made within five years prior to the date of the conclusion of the Agreement to Set up an Equity
Issue Program and the subsequent actions of the Allottee with respect to the holding and disposition ofsuch share certificates and other securities; in the event that the Company or the Allottee or any of theirofficers or directors fall under the category of antisocial forces; or in the event the Company is unable toobtain an opinion from the Audit & Supervisory Committee to the effect that the issue price of the Sharesfor the allotment is not particularly favorable to the Allottee on the date of the resolution for the said
allotment.) In other words, if there are reasons for limiting allotment at the allotment resolution dateassociated with an allotment, the Company will not adopt the allotment resolution for that allotment, will
withdraw the securities registration statement for that allotment at that time, and will not make that
allotment. In such a case, the Company will consider issuing its common shares in relation to a reallotment. Furthermore, if under the Program a change in capital policy becomes necessary, theCompany may choose not to adopt an allotment resolution by notifying the Allottee at least 11 trading
days prior to the allotment resolution date for the corresponding allotment.
The total number of common shares of the Company that may be allocated under the Program is
6,000,000. Allocations may be conducted up to five times, in the 1st through 5th allotments. On October
6, 2023, the Company’s Board of Directors resolved to introduce the Program and to issue shares for the
1st through 5th allotments, with due dates of payment and quantities of shares to be allocated asindicated in the tables below. The table below indicates the date of the Board of Directors resolution foreach allotment (the “Allotment Resolution Date;” the Board of Directors resolution for each allotment isreferred to as the “Allotment Resolution”). For each allotment, the corresponding Allotment Resolution
indicated in the table below will determine the terms and conditions of the allotment, and a third-party
allotment agreement will be executed between the Company and the Allottee after the securities
registration statement for the allotment becomes effective. The issue price for each allotment will be theamount equal to the simple average of the closing price of common shares of the Company announced
by the Tokyo Stock Exchange, Inc. (the “TSE”) during the 10 trading days up to and including the day
immediately preceding the Allotment Resolution Date (rounded off to the first decimal place). (However, if
there is no closing price for any of the 10 trading days, the Allotee may decide whether to include such a
day in the calculation of the issue price.) The Allottee has requested that the price be determined basedon a certain level of share price over a certain period of time, rather than using a spot price. As thisagreement involves large-scale financing over a period of several months, we have decided to use an
average stock price for a certain period of time prior to the Allotment Resolution Date as the issue pricefor each allotment because we believe this is reasonable under the terms and conditions of the Program.
The reason the Company concluded the Agreement to Set up an Equity Issue Program with the Allottee
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

2

is to determine in advance the preconditions for the 1st through 5th allotments and in doing so, avoid thetime and efforts required for discussing the details of the agreement for each allotment.
Allotment

Due date of

Quantity

Resolution Datepayment

allocated (Note)

1st allotment

October 25, 2023

November 10, 2023

1,200,000 shares

2nd allotment

December 4, 2023

December 20, 2023

1,200,000 shares

3rd allotment

January 22, 2024

February 7, 2024

1,200,000 shares

4th allotment

February 29, 2024

March 18, 2024

1,200,000 shares

5th allotment

April 3, 2024

April 19, 2024

1,200,000 shares(Note) Quantities allocated for the 1st through 5th allotments are provisional, as of the date of thisrelease. The final quantity allocated for each allotment from the 1st through 5th allotments will
range from 1,200,000 shares to 2,500,000 shares, and the total will not exceed the 6,000,000
shares stipulated for issuance under the Program. Quantities will be determined by the Allottee
notifying the Company prior to the Allotment Resolution Date corresponding to each allotment.
The STraight-Equity Issue Program (“STEP”) will conclude when the total number of sharesissued reaches the upper limit of 6,000,000, at which point any remaining tranches of allotment
will be cancelled. The Allottee will determine the quantity of shares to accept based on acomprehensive assessment based on market trends.
2. Reasons, etc., for Introducing the Program(1) Purpose of Funding through the Program
The purpose of funding through the Program is described below in “II. Issuance of New Sharesthrough Third-Party Allotment, 2. Purposes of and Reasons for the Offer.”(2) Reason for Selecting the Program as a Funding Method
After comparing and considering various funding methods, we have decided to adopt the Program
proposed by the Allottee as the funding method (the “Scheme”), which allows us to raise thenecessary funds for future business operations. We believe the Scheme has a stronger likelihood of
meeting our financing needs than stock acquisition rights or similar instruments, which are
exercised based on stock price movements and the discretion of the allottees. We believe the
Scheme will contribute to the continuity and stability of the Company by providing a funding methodthat aligns well with our needs and, at the same time, helps mitigate temporary impacts on our stock
price. For the Scheme, we have determined the terms and conditions (including calculation
methods) of all five tranches of the allotment at the initial Board of Directors meeting held on
October 6, 2023, and disclosed these matters at once. Compared with five separate new shareissuances, the Scheme makes it easier to visualize the entire fundraising scheme and requires lesstime and expenses. Based on a comprehensive assessment, we have decided to adopt the
Scheme.
(3) Scheme Characteristics
The Scheme has the following advantages and disadvantages.
Advantages:a)High probability of financing

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

3

The probability of the necessary funds being raised is relatively high. In principle, the Allottee
intends to accept the shares under the Program (6,000,000 shares of common stock), and theshares will, in principle, be issued in full by April 19, 2024.
b)

Limit on the maximum number of shares to be delivered
The number of common shares of the Company to be issued under the Program is fixed, at

6,000,000 shares. The number of shares to be delivered is capped, regardless of stock pricefluctuations. Therefore, the dilution ratio will not be higher than initially expected.
c)Increase in funding amount if the share price rises
Under the Program, the issue price for each allocation is determined by the market price at thetime of the allocation, so if the share price rises, the amount of funds raised will increase.
d)

Dispersed timing of dilution
Under the Program, new shares are issued in five installments, so the timing of the issuance canbe spread out, minimizing the impact on the market, rather than causing major dilution at one time.
e)Issuance timing fixed, in principle
Under the Program, in principle new shares will be issued according to the schedule disclosed

today. Therefore, the timing of the issuance of new shares is more transparent than schemes
under which the timing of new share issuance is uncertain, such as when using stock acquisitionrights.
f)

Ensures flexible capital policy
In the event that a change in capital policy becomes necessary, the Company may elect not tomake an Allotment Resolution for a certain allotment by notifying the Allottee at least 11 trading
days prior to the Allotment Resolution Date corresponding to that allotment.

Disadvantages:a)Not fully funded at the outset
The Program is characterized by the fact that it raises funds in five installments, in the amountobtained by multiplying the issue price by the number of shares to be issued in each installment.
Therefore, funds are not fully procured at the inception of the Program.
b)

Possible decrease in funding amountUnder the Program, the issue price for each allotment is determined based on the market priceat the time of the allotment. Therefore, if the stock price remains below the original issue price fora long period of time, the amount raised may be less than the amount estimated based on theoriginal issue price. In addition, if there are reasons for limiting an allotment, such as the Company
possessing insider information, the corresponding allotment may not take place, reducing theamount of funds raised.
c)

Allottee’s sale of common shares of the Company in the market could cause the Company’s

share price to decline
The Allottee’s policy with respect to the common shares of the Company is to hold them for ashort period of time. In principle, the Allottee intends to sell these shares on the open market,
unless it finds an off-market counterparty to sell them to. Given the current level of liquidity of thecommon shares of the Company, the sale of the common shares of the Company by the Allottee
could cause the Company’s stock price to decline.
d)Limits access to unspecified new investors
As this is a third-party allotment method, which means that only the Company and the Allottee

will be involved, the Company will not be able to enjoy the benefits of raising funds from an
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

4

unspecified number of new investors.
(4) Comparison with Other Funding Methods
1)

Capital increase through new share issuance(a) Capital increase through public offering
A capital increase through public offering and issuance of new shares makes one-time funding
possible. However, the Company has determined that this funding method is not appropriate
because it would have a large temporary and direct impact on the share price, as it
simultaneously causes a dilution of earnings per share. Also, in light of the Company’s current
performance trends and financial condition, we believe it would be difficult to find a securities
company willing to underwrite common shares of the Company, and no such proposal has
actually been received from a securities company.
(b) Capital increase through shareholder allocation
A capital increase through shareholder allocation would remove the concerns about dilution.
However, the Company has determined that this funding method is inappropriate because
there have been few cases implemented in recent years, the participation rate of existing
shareholders is uncertain, different to the Scheme it is highly unlikely that the Company could
raise the necessary funds, and setting the subscription amount low in order to boost theparticipation rate would have an undeniably large negative impact on the share price.
(c) Capital increase through third-party allotment (single issuance)
While a third-party allotment of new shares could be an effective way for us to raise funds at
one time, we believe it would be difficult to find investors willing to accept the same amount ofshares as under the Scheme. We have also been unable to find such investors.
2)

Moving strike convertible bonds (“MSCB,” also known as convertible bonds with stockacquisition rights)
Although moving strike convertible bonds can raise funds at the time of initial issuance, initiallythe entire amount of the bonds is a liability, and the subsequent conversion status depends on
the stock price. If the bonds are not exercised due to stock price conditions or otherconsiderations, they remain as liabilities, which would be detrimental to the Company’s financial
soundness. Accordingly, the Company has determined that this is not an appropriate funding
method.

3)

Stock acquisition rights with a fixed exercise price

Stock acquisition rights with a fixed exercise price are less certain to raise funds than the
Scheme because the Company cannot enjoy the benefits of an increase in the share price when
the share price rises. At the same time, it would be difficult to raise funds when the share pricefalls because the rights would not be exercised. Therefore, we believe fundraising certainty ofthis method is lower than that of the Scheme, so we have determined that this is not anappropriate funding method.
4)

Capital increase through gratis allotment of stock acquisition rights (rights issue)

Capital increases through gratis allotment of stock acquisition rights—so-called rights issues—
are of two types. There are commitment-type rights issues, whereby the issuing company enters
into an underwriting agreement with a financial instruments business operator, and noncommitment-type rights issues, whereby the issuing company does not enter into any suchagreement and the exercise of the stock acquisition rights is entrusted to the decision ofshareholders. There are few examples of commitment-type rights issues being carried out in
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

5

Japan, and at this point in time the Company does not propose to implement such an issue. Noncommitment-type rights issues are similar to a capital increase through shareholder allocation
mentioned above in 1) (b) in that the participation rate of existing shareholders and theprobability of fundraising are uncertain, and setting the subscription amount low in order to boost
the participation rate would have an undeniably large negative impact on the share price.
5)

Funding through loans or corporate bonds
Funding through loans or corporate bonds would mean that all the funds raised would berecorded as a liability, so we have determined this funding method to be inappropriate at this
time.

6)

MSCBs, etc.
The Scheme is economically similar to MSCBs, etc., in that the issue price of the shares isdetermined based on the stock price over a certain period of time. However, we could not expect
MSCBs, etc. to be exercised if the share price were to fall below the minimum exercise price, andthe decision to exercise MSCBs, etc., is in principle at the discretion of the allottee. Also, thetiming of exercise is uncertain, whereas under the Scheme, the timing of issuance is determinedin advance. Accordingly, we believe the Scheme is more appropriate at this time.

The funds raised under the Program will be used as development funds for the antiviral drug
brincidofovir, and to invest in new in-licensing and M&A for the purpose of securing long-term growth
opportunities as described in “II. Issuance of New Shares through Third-Party Allotment, 2. Purposesof and Reasons for the Offer.” Our objective is to bring new products to market by implementing
measures swiftly, and an approach providing a high probability of financing is necessary to ensure thisprocess is as reliable as possible. Accordingly, the Company considered various methods, focusing on
the probability of fundraising.
Against this backdrop, we received a proposal from the Allottee for funding through the third-party
allotment of common shares of the Company based on the Program. After considering the advantages
and disadvantages of the various funding methods mentioned above, we decided to proceed withfunding based on the Program. The Company has not received any specific proposals for fundraisingthrough the issuance of common shares of the Company from any securities firm or potential investor
other than the Allottee.
With regard to details of the Program, the total number of common shares of the Company to be
allotted, 6,000,000 shares, was determined through frank discussions between the Allottee and theCompany. Specifically, the number of shares to be allotted was based on the Company's request,
taking into account potential dilution and the impact on existing shareholders, given the Company’s
current stock price, and in the aim of achieving the fundraising objectives described below in “II.
Issuance of New Shares through Third-Party Allotment, 3. Amount to Be Raised, and the Use and
Scheduled Disbursement Thereof, (2) Specific Uses of the Amount to Be Raised.” However, as is
described below in “4. Reasons for Having Chosen the Allottee, etc., (3) Allottee’s Holding Policy,” theAllottee’s policy with respect to the common shares issued through the Program is to hold them for ashort period of time. The Allottee intends to sell these shares on the open market, unless it finds an offmarket counterparty to sell them to. It was necessary, therefore, for the Allottee to have a number ofcommon shares of the Company that it could hold after each allocation, that would not significantly
affect the Company’s stock price, and that would allow for sale through the market without undue
difficulty. Following discussions with the Allottee and taking into consideration the current liquidity ofNote: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

6

common shares of the Company, we decided to allocate the shares in five separate tranches, as
requested by the Allottee, to complete the fundraising over a period of approximately six months.
3. Overview of the Program(1)(2)

Target shares
Number of target
sharesCommon shares of the Company
Maximum of 6,000,000 shares
The issue price for each allotment will be the amount equal to 100%of the simple average of the closing price of common shares of theCompany in ordinary trading announced by the TSE during the 10(3)

Issue pricetrading days up to and including the day immediately preceding the
Allotment Resolution Date (rounded off to the first decimal place).
(However, if there is no closing price for any of the 10 trading days,
the Allottee may decide whether to include such a day in thecalculation of the issue price.)
1st allotment: 1,200,000● shares
2nd allotment: 1,200,000● shares(4)

Quantity allocated

3rd allotment: 1,200,000● shares
4th allotment: 1,200,000● shares
5th allotment: 1,200,000● shares(5)

Allottee

EVO FUND(Notes) If reasons for limiting allotment exist at the Allotment Resolution Date associated with anallotment, the Company will not adopt the Allotment Resolution for that allotment.
Quantities allocated for the 1st through 5th allotments are provisional, as of the date of thisrelease. The final quantity allocated for each allotment from the 1st through 5th allotments will
range from 1,200,000 shares to 2,500,000 shares, and the total will not exceed the 6,000,000
shares stipulated for issuance under the Program. Quantities will be determined by the Allottee
notifying the Company prior to the Allotment Resolution Date corresponding to each allotment.
4. Reasons for Having Chosen the Allottee, etc.
(1) Outline of the Allottee
1)

Name

EVO FUND
c/o Intertrust Corporate Services (Cayman) Limited

2)

Location

One Nexus Way, Camana Bay, Grand Cayman KY1-9005,
Cayman Islands

3)
4)
5)
6)
7)

Grounds for

Tax-exempt limited liability company based on the laws of thefoundation

Cayman Islands

Purpose offormation

Investment

Date of formation

December 2006

Total investment

Paid-in capital: US$1.00

amountNet assets: Approximately US$68 million

Investors,

Voting rights: 100% Evolution Japan Group Holding Inc. (Michael

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

7

investment ratio,

L. Lerch indirectly holds 100% of the voting rights to Evolution

and outline ofJapan Group Holding Inc.)

investors
8)

9)

Position and name

Representative director: Michael L. Lerchof representative

Representative Director: Richard Chisholm
Name

Evolution Japan Securities Co., Ltd.

Location

4-1 Kioicho, Chiyoda City, Tokyo

Overview of

Position and name

Japanese agentof representative

Representative Director: Shaun Lawson

Business

Financial instruments business

Capital¥994,058,875

Relationships between SymBio andRelationship10)

between SymBio
and said fundsaid fund
Relationships between SymBio and

Not applicableNot applicablerepresentatives of said fund
Relationships between SymBio and

Not applicable

Japanese agent of said fund
(Notes) Information on the Allottee is as of July 31, 2023.
SymBio has checked past newspaper articles, the web, and other media and confirmed that no
relationships with any organized crime groups exist with EVO FUND, which was introduced via
Evolution Japan Securities Co., Ltd., its 100% investor and director Michael L. Lerch, or director
Richard Chisholm, and confirmed that the Allottee is not an organized crime group. The Allottee
has also submitted to SymBio a written pledge stating it has absolutely no relationships with anyorganized crime groups.
Furthermore, to ensure the utmost care, SymBio retained JP Research & Consulting, Inc. (3-7-12
Toranomon, Minato-ku, Tokyo, Japan; President and CEO: Keisuke Furuno), a third-party
research institute specialized in a variety of research, including company and credit research, toconduct research on EVO FUND, its 100% investor and director Michael L. Lerch, and director
Richard Chisholm. As a result of this research, including collation with databases that JP
Research & Consulting possesses, SymBio received reports indicating that the Allottee, its
investors, and executives are not involved with any organized crime groups.
SymBio’s comprehensive judgment based on the above is that neither the Allottee nor its
investors or executives are involved with any organized crime groups. Accordingly, the Company
has submitted to the TSE a note of confirmation of non-involvement with any organized crimegroups.
(2) Reason for Having Chosen the Allottee
SymBio has carefully considered multiple funding methods in the aim of expeditiously and reliably
enhancing its corporate value and developing its business. In this context, Evolution Japan Securities
Co., Ltd., an affiliate of the Allottee, initially proposed the Scheme for fundraising in July 2023. Afterinternal discussions and evaluations, we determined that the Scheme aligns with our financing needs,
as it offers a high probability of raising the necessary funds for our future business operations, while
also mitigating temporary impacts on our stock price. After internal discussions and consideration, we
have also determined that the Allottee is suitable, based on past investment performance. As a result,
we have decided to adopt the Scheme and make EVO FUND the Allottee. In the purchase agreement

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

8

with CVI Investments, Inc. entered into on May 16, 2022, the Company agreed to a lock-up provision,
but has determined that the Capital Increase by Third-Party Allotment is not subject to the said
provision. For details of the lock-up provision, please see the “Notice of the Issuance of New Sharesand the 58th Stock Acquisition Rights through Third-party Allotment” released May 16, 2022 (the“Press Release on the Previous Capital Increase”).
The Allottee is a fund (a tax-exempt limited liability company based on the laws of the Cayman
Islands) established in December 2006 for the purpose of investing in listed companies.
The Allottee’s affiliated company, Evolution Japan Securities Co., Ltd., was in charge of arranging
this funding, as part of its mediation business for the purchase by its affiliated company. Evolution
Japan Securities Co., Ltd. is a wholly owned subsidiary of British Virgin Islands-based Tiger Inn
Enterprises Limited (Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110, British Virgin
Islands; Representative directors: Michael L. Lerch and Richard Chisholm).
(Note) The allotment of the Shares, intermediated through Evolution Japan Securities Co., Ltd., amember of the Japan Securities Dealers Association, shall go to the Allottee, and are offered inaccordance with the Japan Securities Dealers Association’s “Rules Concerning Handling of
Allotment of New Shares to Third Party, etc.” (self-regulatory rules).
(3) Allottee’s Holding Policy
The objective of the Allottee is pure investment, and in principle the Allottee’s intention is not to holdfor a long period common shares of the Company it acquires. We have verbally confirmed the
Allottee’s intention to sell the Shares in response to market trends and to abstain from transactions thatwill make uncertain the true number of shares it holds (for instance, engaging in swap transactions withinstitutional investors or financial institutions during the period of the Program). Furthermore, we plan
to obtain a written confirmation from the Allottee stating its agreement to promptly report to us in writing
if it transfers all or a portion of the Shares within two years from the issuance date. We will also report
the contents of such report to the TSE and obtain the Allottee's agreement that the reported contents
will be made available for public viewing.
In connection with the issuance of the Shares, the Allottee may enter into a stock lending agreementwith Fuminori Yoshida, who is both a major shareholder of the Company and its representative
director, president, and chief executive officer (contract period: October 6, 2003 to May 2, 2024,
number of shares for lending: 1,179,700 shares, lending fee: 0% per annum, collateral: none),borrowing common shares of the Company that it may sell for the purpose of hedging.
The Allottee will not borrow common shares of the Company for the purpose of engaging in any
short-selling activities, except for selling for hedging purposes within the quantity of common shares of
the Company issued through each allotment. The agreement between SymBio and the Allottee
stipulates that the Allottee shall not engage in the short-selling of borrowed common shares of theCompany other than selling for hedging purposes within the quantity of common shares of theCompany issued through each allotment.
II. Issuance of New Shares through Third-Party Allotment
1. Summary of Offer
The Program involves issuance of the Shares in a series of third-party allotments (1st through 5thallotments), as described above in “I. STraight-Equity Issue Program (“STEP”), 1. Details of the Program”
and based on the Agreement to Set up an Equity Issue Program. Overviews of the 1st through 5th
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

9

allotments are provided below.
(1) 1st allotment
Allotment Resolution Date
(1)

October 25, 2023

(2)

Due date of payment

November 10, 2023

(3)

Number of new shares to beissued1,200,000 common shares

(4)
(5)
(6)
(7)

Issue priceAmount of funding
Offer method
Allottee

To be determined
To be determined
Third-party allotment
EVO FUND

OthersEach of the above items is subject to the effectivenessof the filing under the Financial Instruments andExchange Act. After the filing under the Financial
Instruments and Exchange Act becomes effective,
the Company intends to enter into a third-party
allotment agreement with EVO FUND to subscribe
for the new shares to be issued through theallotment.

(8)(Notes) 1. Regarding the Allotment Resolution Date for the 1st allotment, if there are reasons for limiting
allotment, the Company will not adopt the Allotment Resolution for the 1st allotment and will atthat point withdraw the securities registration statement for the 1st allotment.
2. The Allotment Resolution Date and the due date of payment may be changed, if agreed uponby the Company and the Allottee. If such changes occur, the Company will withdraw the
securities registration statement for the 1st allotment and submit a new securities registration
statement.
3. In accordance with the terms of the Program, the issue price is expected to be the amountequal to the simple average of the closing price of common shares of the Company inordinary trading announced by the TSE during the 10 trading days up to and including the day
preceding October 25, 2023 (rounded off to the first decimal place).
4. The number of new shares to be issued is the provisional quantity to be allocated as of thedate of this release. The final quantity allocated shall be in the range from 1,200,000 shares to
2,500,000 shares. The quantity shall be determined by the Allottee notifying the Company
prior to the Allotment Resolution Date.
(2) 2nd allotment
Allotment Resolution Date
(1)

December 4, 2023
December 20, 2023

(2)

Due date of payment(3)

Number of new shares to beissued1,200,000 common shares

Issue priceAmount of funding
Offer method
Allottee

To be determined
To be determined
Third-party allotment
EVO FUND

(4)
(5)
(6)
(7)

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

10

(8)

OthersEach of the above items is subject to the effectivenessof the filing under the Financial Instruments andExchange Act. After the filing under the Financial
Instruments and Exchange Act becomes effective,
the Company intends to enter into a third-party
allotment agreement with EVO FUND to subscribe
for the new shares to be issued through theallotment.

(Notes) 1. Regarding the Allotment Resolution Date for the 2nd allotment, if there are reasons for limiting
allotment, the Company will not adopt the Allotment Resolution for the 2nd allotment and willat that point withdraw the securities registration statement for the 2nd allotment.
2. The Allotment Resolution Date and the due date of payment may be changed, if agreed uponby the Company and the Allottee. If such changes occur, the Company will withdraw the
securities registration statement for the 2nd allotment and submit a new securities registration
statement.
3. In accordance with the terms of the Program, the issue price is expected to be the amountequal to the simple average of the closing price of common shares of the Company inordinary trading announced by the TSE during the 10 trading days up to and including the day
preceding December 4, 2023 (rounded off to the first decimal place).
4. The number of new shares to be issued is the provisional quantity to be allocated as of thedate of this release. The final quantity allocated shall be in the range from 1,200,000 shares to
2,500,000 shares. The quantity shall be determined by the Allottee notifying the Company
prior to the Allotment Resolution Date.
(3) 3rd allotment
Allotment Resolution Date
(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

Due Date of payment
Number of new shares to beissuedIssue priceAmount of funding
Offer method
Allottee

OthersJanuary 22, 2024
February 7, 2024
1,200,000 common shares
To be determined
To be determined
Third-party allotment
EVO FUND
The allotment is subject to the effectiveness of thefiling under the Financial Instruments and ExchangeAct. After the filing under the Financial Instruments
and Exchange Act becomes effective, the Company
intends to enter into a third-party allotment
agreement with EVO FUND to subscribe for the newshares to be issued through the allotment.

(Notes) 1. Regarding the Allotment Resolution Date for the 3rd allotment, if there are reasons for limiting
allotment, the Company will not adopt the Allotment Resolution for the 3rd allotment and will atthat point withdraw the securities registration statement for the 3rd allotment.
2. The Allotment Resolution Date and the due date of payment may be changed, if agreed uponby the Company and the Allottee. If such changes occur, the Company will withdraw the
securities registration statement for the 3rd allotment and submit a new securities registration
statement.
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

11

3. In accordance with the terms of the Program, the issue price is expected to be the amountequal to the simple average of the closing price of common shares of the Company inordinary trading announced by the TSE during the 10 trading days up to and including the day
preceding January 22, 2023 (rounded off to the first decimal place).
4. The number of new shares to be issued is the provisional quantity to be allocated as of thedate of this release. The final quantity allocated shall be in the range from 1,200,000 shares to
2,500,000 shares, and the total number of shares issued under the Program shall not exceed
6,000,000 shares. The quantity shall be determined by the Allottee notifying the Company
prior to the Allotment Resolution Date.
(4) 4th allotment
Allotment Resolution Date
(1)
(2)
(3)
(4)
(5)
(6)
(7)

(8)

Due Date of payment
Number of new shares to beissuedIssue priceAmount of funding
Offer method
Allottee

OthersFebruary 29, 2024
March 18, 2024
1,200,000 common shares
To be determined
To be determined
Third-party allotment
EVO FUND
The allotment is subject to the effectiveness of thefiling under the Financial Instruments and ExchangeAct. After the filing under the Financial Instruments
and Exchange Act becomes effective, the Company
intends to enter into a third-party allotment
agreement with EVO FUND to subscribe for the newshares to be issued through the allotment.

(Notes) 1. Regarding the Allotment Resolution Date for the 4th allotment, if there are reasons for limiting
allotment, the Company will not adopt the Allotment Resolution for the 4th allotment and will atthat point withdraw the securities registration statement for the 4th allotment.
2. The Allotment Resolution Date and the due date of payment may be changed, if agreed uponby the Company and the Allottee. If such changes occur, the Company will withdraw the
securities registration statement for the 4th allotment and submit a new securities registration
statement.
3. In accordance with the terms of the Program, the issue price is expected to be the amountequal to the simple average of the closing price of common shares of the Company inordinary trading announced by the TSE during the 10 trading days up to and including the day
preceding February 29, 2024 (rounded off to the first decimal place).
4. The number of new shares to be issued is the provisional quantity to be allocated as of thedate of this release. The final quantity allocated shall be in the range from 1,200,000 shares to
2,500,000 shares, and the total number of shares issued under the Program shall not exceed
6,000,000 shares. The quantity shall be determined by the Allottee notifying the Company
prior to the Allotment Resolution Date.
(5) 5th allotment
Allotment Resolution Date
(1)
(2)

Due Date of payment

April 3, 2024
April 19, 2024

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

12

(3)
(4)
(5)
(6)
(7)

(8)

Number of new shares to be
Issue priceAmount of funding
Offer method
Allottee

Others1,200,000 common shares
To be determined
To be determined
Third-party allotment
EVO FUND
The allotment is subject to the effectiveness of thefiling under the Financial Instruments and ExchangeAct. After the filing under the Financial Instruments
and Exchange Act becomes effective, the Company
intends to enter into a third-party allotment
agreement with EVO FUND to subscribe for the newshares to be issued through the allotment.

(Notes) 1. Regarding the Allotment Resolution Date for the 5th allotment, if there are reasons for limiting
allotment, the Company will not adopt the Allotment Resolution for the 5th allotment and will atthat point withdraw the securities registration statement for the 5th allotment.
2. The Allotment Resolution Date and the due date of payment may be changed, if agreed uponby the Company and the Allottee. If such changes occur, the Company will withdraw the
securities registration statement for the 5th allotment and submit a new securities registration
statement.
3. In accordance with the terms of the Program, the issue price is expected to be the amountequal to the simple average of the closing price of common shares of the Company in ordinary
trading announced by the TSE during the 10 trading days up to and including the day
preceding April 3, 2024 (rounded off to the first decimal place).
4. The number of new shares to be issued is the provisional quantity to be allocated as of the dateof this release. The final quantity allocated shall be in the range from 1,200,000 shares to
2,500,000 shares, and the total number of shares issued under the Program shall not exceed
6,000,000 shares. The quantity shall be determined by the Allottee notifying the Company prior
to the Allotment Resolution Date.
2. Purposes of and Reasons for the Offer
SymBio has explored various funding methods to raise the funds described in “Purpose of the Funding”
below. The Company’s reasons for selecting the funding method used for the Program are described in“I. STraight-Equity Issue Program (“STEP”), 2. Reasons, etc., for Introducing the Program, (2) Reason
for Selecting the Program as a Funding Method,” and the Company has decided that the Scheme best
fits its funding needs. Accordingly, the Company will pursue funding through the Capital Increase by
Third-Party Allotment.
[Purpose of the Funding]
SymBio is a pharmaceutical company established in March 2005 by Fuminori Yoshida, who previously
served concurrently as Corporate VP of Amgen Inc. (U.S.) (Note 1) and President of Amgen K.K., awholly owned subsidiary of Amgen Inc., (now part of Takeda Pharmaceutical Company Limited) forroughly 12 years since its establishment.
The Company aims to achieve its social and management responsibilities by responding to unmet
medical needs (Note 2) based on the guiding principle of mutual harmony, creating an intricate symbiotic
relationship between patients, physicians, scientists, regulators, and investors.
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

13

(Note 1) Applied Molecular Genetics Inc. (“Amgen”), the world’s largest company in thebiopharmaceutical field, was founded in Thousand Oaks, California, in 1980, and started
operating in Japan as Amgen K.K. in May 1993. After Takeda Pharmaceutical Company
Limited acquired all of Amgen K.K.’s shares in February 2008, its operations were merged into
Takeda Pharmaceutical.
(Note 2) “Unmet medical needs” refer to the needs for medical treatment that have not yet been fulfilled.
The term refers to situations in which no effective drugs or treatments are currently available,
despite strong demand by patients and/or physicians.
Much of the research and development into orphan drugs to treat rare diseases (Note 3) in the areas of
oncology and hematology is conducted not by major pharmaceutical companies but rather by a large
number of universities, research institutions, and biotech startup companies mainly in Europe and the
U.S., which actively engage in drug discovery research and new drug development, and already provide
numerous useful new drugs to medical sites overseas. However, development in these fields is complex
and therefore requires a high degree of specialization, making it difficult for major pharmaceuticalcompanies to embark on such development from a business efficiency and profitability standpoint. As aresult, these fields remain untapped not only in Japan but in many countries around the world. SymBio
regards underserved therapeutic areas with extremely significant medical needs as business
opportunities, and it concentrates particularly on the areas of oncology and hematology, where highbarriers to entry exist due to the high degree of specialization required. In this sense, it is the first
specialty pharmaceutical company (Note 4) in Japan. Rather than exploring opportunities to in-licenseand develop new “blockbuster” drugs (drugs with sales exceeding ¥100 billion), the Company channels
its resources into the development of drugs for underserved markets where medical needs are highdespite limited patient numbers. Holding multiple drug approvals and new drug candidates in these key
therapeutic areas, the Company has built a solid pipeline portfolio with the aim of achieving highprofitability with high-value products and services and operating sustainable businesses.
SymBio was founded with the corporate mission of developing and supplying new drugs to serve thesetypes of underserved markets. It regards short-term development of drugs for patients who facetreatment problems due to the lack of development of new drugs, and the rapid delivery of therapeutic
drugs as its top priority, and it aims to concurrently fulfill its corporate mission and achieve sustainablegrowth as a company by contributing to medicine and the healthy development of the pharmaceuticalindustry.
(Note 3) The rare-disease field is one in which the number of patients requiring drugs is small. Drugs forthis field are called “orphan drugs.” The Japanese Ministry of Health, Labour and Welfare(MHLW) has established an orphan drug designation system for drugs meeting criteria such astreating a serious disease that affects less than 50,000 people in Japan, and being highly
necessary as a medical treatment. Once the designation is obtained, a drug enjoys various
advantages including expediting the time from regulatory submission for review of the drug toapproval, and the extension of the re-examination period for up to 10 years.
(Note 4) A specialty pharmaceutical company is a company that develops new drugs and has earned acertain degree of recognition, including internationally, for its research and development
capabilities in a specialized field (according to the definition included in the “2007
Pharmaceutical Industry Vision” of the MHLW).
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

14

Two well-known characteristics of the drug discovery business are that the development of new drugs
requires massive amounts of investment over a long period of time, and that probability for success inresearch and development is extremely low. It is said that, as a general rule, the probability of acompound that is deemed to have some type of biological or physiological activity (Note 5) in a researchlaboratory being approved as a new drug is only one in 20,000 to 25,000 (source: “PharmaceuticalIndustry Textbook 2020–2021,” Japan Pharmaceutical Manufacturers Association). Further, it has
become increasingly difficult to maintain the profitability of approved drugs over the long term, in largepart because drug prices are now revised down annually following a major overhaul in the Japanese
drug price system in 2018. SymBio has developed a business model that takes into account thesechallenges of the drug discovery business.
To reduce the various risks and costs associated with development, rapidly and reliably advanceclinical trials for new drug candidates, and accordingly expedite the period from the start of development
to approval of the new drug, the Company mainly targets compounds for which a proof of concept (POC)(Note 6) has already been established in human subjects, and for which preclinical and clinical trial data
are available. It uses its proprietary search network and evaluation process to identify new compounds,
which are first screened in-house by a team of specialized staff with extensive internal experience.
Thereafter, its Scientific Advisory Board (SAB) (Note 7) determines the final in-licensing candidate after
rigorous evaluation by external experts who possess a wealth of experience at the forefront oftherapeutic research in related fields.
Through this rigorous selection process conducted by internal and external experts, SymBio continually
secures rights to develop, manufacture, and market drugs—chiefly drugs in the areas of oncology andhematology for which a POC has been established in human subjects, developed by pharmaceuticalcompanies, biotech startup companies, and other parties—around the world, particularly in Japan, Asian
countries, Europe, and the U.S., and accordingly operates a sustainable business. In addition to theaforementioned selection process, a key factor in being able to in-license commercially viable andattractive drug candidates with a high probability of success has been gaining a favorable reputation
among licensers, which provide the drug candidates under development, by virtue of development
capabilities in highly complex therapeutic fields such as oncology and hematology. Such a reputation
hinges on (1) the formulation of appropriate clinical trial protocols, (2) the selection of appropriate clinical
trial subjects for the treatment under development, and (3) the presence of competent development staff
with a high degree of specialization who can build and maintain fair relationships with medical
professionals in the relevant areas. The combination of these three factors has powered the Company’s
development capabilities, facilitating steady yet rapid development. In the case of the anticancer agent
SyB L-0501, the Company deployed a development team mainly composed of human resources who
have experience working at development units of major pharmaceutical companies with a track record in
the areas of oncology and hematology. The team managed to complete the process from in-licensing toapproval filing in only four years, from 2005 to 2009. This achievement not only earned the Company
high praise from licensers, partners, and companies that develop in-licensing drug candidates, but also
contributed to a subsequent increase in the number of in-licensing candidates being considered by theCompany and multiple in-licensed drugs being added to the Company’s product pipeline.
On the development front, SymBio mainly handles tasks that are central to its fundamental
development strategy such as design of clinical trials, cooperation with overseas studies, andcoordination with medical professionals. It outsources routine development work to a contract research
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

15

organization (CRO) (Note 8), relying on external resources, and manufacturing work to the original
licensor or pharmaceutical companies in Japan or overseas deemed trustworthy by the Company.
In terms of sales, SymBio had sold its products in Japan through Eisai Co., Ltd. under a business
partnership agreement concluded in August 2008. However, as this agreement was set to expire in
December 2020, the Company began preparations to build its own salesforce for domestic sales of
TREAKISYM® (Note 9) from October 2018. Specifically, the Company formed a nationwide salesforce
composed of medical representatives (MRs) (Note 10) with extensive expertise in the areas of oncology
and hematology, pushed ahead with the development of distribution and logistics functions, formulated
marketing strategies and plans, and worked to strengthen its marketing systems used to conduct market
surveys. Through such initiatives, it cultivated favorable relationships with key opinion leaders (KOL)(Note 11) in the relevant therapeutic fields, ascertained precise medical needs, conducted market
research, prepared systems to captures various data and expertise, and ultimately transitioned to its own
salesforce upon the expiration of the aforementioned agreement in December 2020 as scheduled.
(Note 5) Physiological activity is the property of chemical substances having an effect on specificphysiological, regulatory functions of the body. Physiologically active chemical substances canbe applied in treatments for rare diseases, in which case they become pharmaceuticals.
(Note 6) Proof of concept (POC) means confirming the efficacy and safety of a new drug candidate inclinical trials and verifying its practical potential.
(Note 7) The Scientific Advisory Board (SAB) of SymBio creates a product portfolio with a balanced
risk–return trade-off selected from a vast number of drug candidates from around the world,and formulates the pipeline strategy by exchanging opinions and proposals and engaging inthorough discussion from different professional standpoints about factors such as the degree of
medical demand and profitability. As such, it is an essential evaluation body of the Company.
The SAB convenes two to three times per year, and is attended by highly experienced
clinicians and fundamental scientists with an excellent track record from around the world, who
serve as advisors on drug discovery research and new drug development to the Company.
(Note 8) A contract research organization (CRO) is an organization that undertakes certain operations
under contract for pharmaceutical companies, thus supporting the latter in their efforts to
conduct development activities without delay. The details of the commissioned activities may
include monitoring to ensure that clinical trials are carried out in accordance with clinical trial
protocols and clinical data management.
(Note 9) TREAKISYM® (development code: SyB L-0501, generic name: bendamustine hydrochloride or
bendamustine hydrochloride hydrate)(Note 10) Medical representatives (MRs) possess expert knowledge about the pharmaceutical products
supplied by the Company, and mainly provide, collect, and disseminate information regarding
the quality, efficacy, safety, and other aspects of such products when visiting medical
institutions and holding meetings with medical professionals.
(Note 11) Key opinion leaders are physicians who wield influence over peers in their therapeutic field.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

16

To achieve success in the aforementioned operations, SymBio mainly pursues the following fivebusiness strategies.
(a) Reducing development risk through post-POC strategy
As a rule, the drug candidates in-licensed by SymBio (Note 12) are mainly drug candidates forwhich a POC has already been established in human subjects. Consequently, the Company targets
drug candidates that are in a relatively late stage of clinical development or are already on the market
overseas. It is able to mitigate development risk by using in-licensed drug candidates that havealready undergone development overseas and have been confirmed to be effective and safe as a new
drug in human subjects. It uses existing clinical data available overseas to expedite development
timelines, reduce development costs, and increase the likelihood of securing regulatory approvals inJapan and other countries around the world.
(Note 12) In-licensed drug candidates are compounds developed by other companies for which SymBio
considers acquiring development and other rights as a development candidate.
(b) Building a high-quality pipeline with exceptional search and evaluation capabilities
SymBio’s drug search engine is connected to a diverse network of pharmaceutical and bio venturecompanies, enabling it to select promising drug candidates from a vast number of chemicalcompounds based on careful review by internal experts. The final in-licensing candidates are carefully
evaluated by Scientific Advisory Board (SAB) members with a wealth of experience at the forefront ofresearch, and determined based on their advice and assessment. This advanced screening process
up to the final selection of drug candidates, coupled with the post-POC strategy (which involves inlicensing drug candidates whose efficacy and safety have already been confirmed overseas), reduces
development risk and expedites development timelines. It also helps the Company understandwhether the drug candidates could meet healthcare needs (i.e., whether they are needed in medical
settings), and improves the accuracy of earnings projections after a product launch.
(c) Controlling fixed costs through labless/fabless strategy (Note 13)
SymBio does not operate any proprietary research or manufacturing facilities, which are a major
source of fixed costs. In the absence of such facilities, once drug candidates are searched and inlicensed, the Company focuses on value-added activities such as the formulation and implementationof development strategies, and outsources other necessary routine procedures. This enables theCompany to reduce drug development costs while maintaining a flexible financial strategy.
(Note 13) A labless/fabless strategy allows SymBio to avoid the risks of procuring and holding researchfacilities, production facilities, and human resources, and channel or concentrate its limited
management resources into value-added areas such as planning, development, design, andmarketing.
(d) Achieving high business efficiency through “blue ocean” strategy (Note 14)
Many standard drugs used overseas cannot be prescribed in Japan, and it is not uncommon for a
new drug to be launched in Japan nearly five years behind its initial approval overseas. Referred to as“drug lag,” this problem continues to intensify and has led to the term “cancer patient refugee” being
coined. The drug lag is particularly conspicuous in SymBio’s strategic drug development areas ofNote: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

17

refractory cancer and hematological diseases. Japan constitutes a large market for anticancer agentsthat continues to expand with the aging population. However, because anticancer agents have a wide
range of indications and are broken up by the type of tumor, many therapeutic areas only have alimited number of patients. Developing new agents in these therapeutic areas is difficult and requires
an extremely high degree of specialization, making these areas often financially unattractive for larger
pharmaceutical companies to pursue. This is said to be part of the cause of the delay in drugs coming
to market. On the other hand, SymBio believes that obtaining approval and launching a new drug in
one of these less competitive therapeutic areas creates an opportunity to achieve further growth andprofitability by continuously expanding indications and bringing new products to the market.
(Note 14) A “blue ocean” strategy means a strategy of redefining the market, avoiding marketplaces withfierce competition in which rivals seeks to gain limited market share (referred to as “redoceans”), and instead creating an unexploited market with reduced competition (referred to as“blue oceans”) in an effort to maximize profits while providing high-value products and services
to customers.
(e) Going global beyond Asia
To date, SymBio has mainly operated its businesses in Japan and other countries in Asia. However,amid a major transformation in the business environment of the Japanese healthcare industry, theCompany cannot hope to evolve substantially if its operations remain confined to Asia. For thisreason, the Company searches for and evaluate new drug candidates with an eye toward global
development. In September 2019, the Company concluded an exclusive global licensing agreement
for antiviral drug brincidofovir (“BCV”) with Chimerix Inc. (head office: North Carolina). Under thisagreement, the Company acquired the exclusive rights for the worldwide development, marketing,and manufacture of BCV for all human indications, excluding smallpox.
In March 2021, the Company filed an Investigational New Drug (IND) application with the U.S. Foodand Drug Administration (FDA) to start a Phase II clinical trial primarily in pediatric patients (including
adults) suffering from adenovirus (AdV) infections after hematopoietic stem cell transplantation. In
April 2021, the FDA granted the development program a fast-track designation. In August 2021, theinvestigational drug was administered to the first patient enrolled in the study (first patient in or FPI).
Further, in January 2022, the Company filed a Clinical Trial Application (CTA) with the Medicines and
Healthcare products Regulatory Agency (MHRA) of the U.K.
Based on the efficacy and safety findings from clinical trials targeting AdV infections, the Company
plans to investigate the efficacy of BCV against a range of double-stranded DNA (dsDNA) viral
infections (Note 15) after hematopoietic stem cell transplantation, and expand target indications toinclude multiple viral infections. It also plans to explore the possibility of expanding target areas toviral infections associated with kidney and other organ transplants, cancer, or other treatments. In
doing so, it aims to expand the market for BCV and maximize the drug’s business value.
(Note 15) Double-stranded DNA (dsDNA) viruses include adenoviridae, polyomaviridae,
papillomaviridae, poxviridae families of viruses, such as cytomegalovirus (CMV), adenovirus(AdV), Epstein-Barr virus (EBV), herpes virus (HV), BK virus (BKV), papillomavirus, andsmallpox virus

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

18

[Progress with SymBio Group’s Development Pipeline]
The SymBio Group currently has the following pipeline products under development: SyB L-0501, SyB
L-1101, SyB C-1101, SyB L-1701, SyB L-1702, and SyB V-1901. It will continue to in-license candidate
drugs to further expand and build its pipeline portfolio with a balanced risk–return trade-off.
Pipeline

Clinical Trial

Indication(s)Phase 1

Phase 2Phase 3r/r Low-grade
SyB L-0501

Anti-cancer agent

SyB L-1701(RTD)※
SyB L-1702(RI)※

Approved October, 2010

CLL

Approved August, 2016

1st line Low-grade
NHL/MCL

Approved December, 2016r/r DLBCL

Approved March, 2021

All except for r/r DLBCLApproved September, 2020

r/r DLBCL

Approved April, 2021

All

Approved February, 2022

Clinical Trial

Indication(s)Phase 1

Phase 2

Adenoviral disease of immunocompromised

Phase II study on goingtransplantation

EB virus-related diseases

Preclinical study on going
Preclinical study on going

CMV infection GBM
Pipeline

Anti-cancer agent (oral)

Phase Ib study on preparation
Preclinical study on going

Alzheimer's disease

SyB C-1101

MA*2

BKV infection post kidney Transplantation
CMV infection post hematopoietic stem cell

HSV-1

Anti-cancer agent (IV)

NDA*1

Phase II study on going

Multiple Sclerosis

SyB L-1101

Phase 3

patients including post hematopoietic stem
cell transplantation

SyB V-1901

MA*2

NHL/MCL

Pipeline

Antivairal Drug (IV)NDA*1

Clinical Trial

Indication(s)Phase 1

Relapse / refractory high risk MDS

Phase 2Phase 3

NDA*1

MA*2

第

Global phase III study completed

monotherapy

Relapse / refractory high risk MDS

Japan study completed

Japan study completed

Combination with AZA

Global phase I/II study completed

Global phase I/II study completed

1st line high risk MDS*1 NDA: New Drug Apprication*2 MA: Marketing Approval(1) [Anticancer agents: SyB L-0501 (FD formulation), SyB L-1701 (RTD formulation), SyB L-1702 (RI
injection), (generic name: bendamustine hydrochloride or bendamustine hydrochloride hydrate, trade
name: TREAKISYM®)]
Bendamustine hydrochloride (the generic name), the active pharmaceutical ingredient of SyB L0501, is an anticancer agent that has been in use for a number of years in Germany under the tradename of Ribomustin® for the treatment of non-Hodgkin’s lymphoma, multiple myeloma, and chronic
lymphocytic leukemia. The Company decided to in-license this product because there is currently noeffective medication for the indications of recurrent/refractory low-grade non-Hodgkin’s lymphoma andmantle cell lymphoma. These are underserved therapeutic areas aligned with the Company’s
corporate mission and also fall within one of SymBio’s targeted therapeutic fields (hematologic
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

19

cancer).
In July 2018, the use of TREAKISYM® in combination with rituximab (BR therapy) was newly added
to the Guidelines for Tumors of Hematopoietic and Lymphoid Tissues issued by the Japan Society of
Hematology, and became recommended as a standard treatment for all previously approved
indications (relapsed or refractory low-grade Non-Hodgkin’s lymphoma [NHL], mantle cell lymphoma[MCL], first-line treatment of low-grade NHL and MCL, and chronic lymphocytic leukemia [CLL]).
Accordingly, TREAKISYM® has been positioned as a standard treatment for malignant lymphoma
both in name and substance.
In addition to the already-approved indications, SymBio has conducted a Phase III clinical trial for
TREAKISYM® targeting recurrent/refractory diffuse large B-cell lymphoma (r/r DLBCL). Based on afavorable response rate that exceeded expected levels, the primary endpoint of the study, theCompany filed an application for a partial change to its manufacturing and marketing authorization in
May 2020, and received the approval in March 2021.
In September 2017, SymBio entered into an exclusive license agreement with Eagle
Pharmaceuticals, Inc. (head office: New Jersey, U.S.) to develop and commercialize TREAKISYM®
liquid formulations (ready-to-dilute [RTD] formulation and rapid infusion [RI] injection [Note 17]) inJapan. It received approval to manufacture and market the RTD formulation in September 2020, andlaunched the drug in January 2021. After the clinical trial to confirm the safety of the RI injection had
been completed, the Company filed for a partial change to its manufacturing and marketing
authorization, and received the approval in February 2022.
Compared to the conventional freeze-dried (FD) formulation, the RTD formulation does not requirecomplicated manual dissolution procedures, thus reducing the time required for such procedures andconsiderably reducing the burden on healthcare providers. The RI injection further adds value by
substantially reducing the administration time compared to the one hour required for the conventional
FD and RTD formulations, thereby significantly reducing the burden on both patients and healthcare
providers.
(Note 16) Non-Hodgkin’s lymphoma (NHL) refers to malignant lymphoma other than Hodgkin’s
lymphoma. Malignant lymphoma is a cancer of the lymphatic system in which lymphocytes
develop malignant growths. The majority of Japanese malignant lymphoma patients are
suffering from NHL.
(Note 17) Ready-to-dilute (RTD) and rapid infusion (RI) are pre-dissolved liquid formulations that differ
from the conventional freeze-dried (FD) formulation. The RTD formulation significantly reduces
the preparation time and the RI injection substantially reduces infusion duration from the onehour required previously, thus substantially reducing the burden on the patient and providing
significant added value to healthcare professionals compared to the FD formulation.
(2) [Anticancer agents: SyB L-1101 (intravenous formulation) and SyB C-1101 (oral formulation) (genericname: rigosertib sodium)]
U.S. licensor Onconova Therapeutics, Inc. (head office: Pennsylvania, U.S.) has conducted global
Phase III clinical trials (INSPIRE study) of the intravenous formulation of rigosertib for higher-risk
myelodysplastic syndromes (HR-MDS) which failed to respond to the current standard treatment withhypomethylating agents, relapsed after treatment under the current standard of care, or wereintolerant to hypomethylating agents; the primary endpoint of the study is overall survival. In August
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

20

2020, Onconova announced that the primary endpoint—improved survival compared to physician’s
choice of treatment—was not met. The Company is responsible for clinical development in Japan, andis reviewing ways to use the findings from the additional analysis of the INSPIRE study in the future
development of rigosertib.
(3) [Antiviral drug: SyB V-1901 (generic name: brincidofovir)]
In September 30, 2019, the Company concluded an exclusive global licensing agreement for the
intravenous and oral formulations of antiviral drug brincidofovir (SyB V-1901; “IV BCV” and “Oral
BCV”) with Chimerix Inc. Under this agreement, the Company acquired the exclusive rights for theworldwide development, marketing, and manufacture of BCV for all indications, excluding smallpox.
The Company has decided to prioritize the global development of the intravenous formulation of IV
BCV primarily in Japan, the U.S., and Europe, targeting adenovirus (AdV) infections occurring after
hematopoietic stem cell transplantation—a niche area with a high unmet medical need. In March
2021, the Company filed an investigational new drug (IND) application with the US Food and Drug
Administration (FDA) to conduct a Phase II clinical trial primarily in pediatric patients suffering fromadenovirus (AdV) infections (also including adults). This development program was granted fast-track
designation by the FDA in April 2021. In May 2023, the same study demonstrated proof of concept(POC) for BCV in human patients. As of end-June 2023, a total of 27 patients have been enrolled andpatient enrollment is ongoing. BK virus (BKV) nephropathy after kidney transplantation is considered a
disease with serious consequences for the recipient, the donor, the medical practitioner, and society,as it may result in serious conditions such as decreased renal function and graft loss. In order to findan early solution to this problem, SymBio submitted a clinical trial notification for a Phase II study inpatients infected with BK virus after receiving kidney transplant to the Pharmaceuticals and Medical
Devices Agency (PMDA) of Japan in May 2022 and to the Therapeutic Goods Administration (TGA) of
Australia in August 2022. The investigational drug was administered to the first patient in Australia in
August 2022. The trial was originally planned to conclude in 2025, but progress has been slower than
expected due to delays in patient enrollment. SymBio is considering amending the research protocol
once again with the research team.
In clinical studies conducted by Chimerix in Europe and the U.S., Oral BCV has been shown todemonstrate strong antiviral activity against a broad range of viruses. Oral BCV’s antiviral activity
against a range of dsDNA viruses suggests that IV BCV may also be safe and effective in theprevention and treatment of various viral infections following hematopoietic stem cell transplantation.
As noted in the Summary of Financial Statements for the Fiscal Year Ended December 31, 2021
[Japanese GAAP] (Non-consolidated) released on February 10, 2022 (the “Summary of Financial
Statements Dated February 10, 2022”), SymBio achieved profitability—its top management priority—
during the year, recording net sales of ¥8,256 million and profit of ¥2,032 million. Its cash and deposits
stood at ¥3,860 million as of the end of December 2021. Further, the Company forecasts net sales of¥10,992 million and profit of ¥1,480 million in FY 2022. In addition, as notified in its Summary of Financial
Statements for the Fiscal Year Ended December 31, 2022 [Japanese GAAP] (Consolidated) released on
February 9, 2023, the Company continued to operate in the black, recording net sales of ¥10,008 million
and profit of ¥1,179 million. Its cash and deposits stood at ¥6,282 million as of the end of December
2022.
The Company achieved profitability—its top management priority—during the year. It has positioned
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

21

the period from 2022 as “a second stage of growth,” and formulated the following key management
strategies to realize its medium- to long-term goal of evolving into a true global specialty pharmaceuticalcompany: (1) launch the next product after TREAKISYM® by promoting development of brincidofovir(BCV), (2) take business global through full-scale operation of SymBio Pharma USA, Inc. (SPU), (3)expand and enhance product portfolio by establishing a business strategy division, and (4) develop newtreatments by promoting joint research with academic institutions in Japan and overseas.
(1) In an effort to launch the next products to follow TREAKISYM® through further development of
brincidofovir, SymBio has started clinical trials or is making preparations for such studies targeting four
indications or therapeutic areas. One such initiative is a Phase II clinical trial targeting AdV infections,
including those occurring after hematopoietic stem cell transplantation, in pediatric patients (including
adults). The investigational drug was administered to the first patient enrolled (first patient in or FPI) in
the U.S. in August 2021. The Company is also preparing for clinical development targeting posthematopoietic stem cell transplant cytomegalovirus infection. Separately, it is considering development
targeting Epstein-Barr (EB) virus-related diseases such as difficult-to-treat multiple sclerosis, as well as
post-COVID-19 conditions assumed to be associated with EB virus, and taking related steps. In addition
to strong antiviral effects, brincidofovir is expected to have antitumor effects. Through joint research with
the National Cancer Centre Singapore and the Brain Tumor Center of the Department of Neurological
Surgery at the University of California, San Francisco (UCSF), the Company is investigating new
indications for brincidofovir in oncology, including rare brain tumors and Epstein-Barr (EB) virus-positive
lymphoma.
(2) In preparation for the globalization of business through the full-fledged operation at SymBio Pharma
USA, Inc., in August 2023 Stephane Berthier, PharmD was appointed president and CEO of SymBio
Pharma USA. In September 2023, Nkechi Azie, MD joined the management team, assuming the positionof global chief medical officer (CMO). In these ways, SymBio is significantly expanding its global
development structure and advancing the global development plan for BCV, with SymBio Pharma USA
as the driving force for international clinical trials.
(3) With a view to expanding its product portfolio through the establishment of a business strategy
division, SymBio will push ahead with the global development of brincidofovir and promote global
partnerships to facilitate commercialization, continue to review multiple licensing deals, and aim togenerate medium- to long-term business value as a profitable biopharmaceutical company with growthpotential by searching and evaluating new drug candidates for potential in-licensing.
(4) In the development of new treatments through the promotion of joint research with academic
institutions in Japan and overseas, in addition to the joint research for brincidofovir mentioned above,
SymBio is actively conducting further research on TREAKISYM®, such as joint research with Kyoto
University, to explore new possibilities of the drug. In addition, with regard to TREAKISYM® andrigosertib, the Company is conducting joint research with the University of Tokyo and other parties toinvestigate new effects of the drugs used in combination with each other as well as with other existing
drugs, and to look for new indications.
To achieve these strategies, SymBio will use the earnings from TREAKISYM® to cover SG&A
expenses (mainly comprising sales and personnel expenses), and need to select timely and appropriate
means to build strategic partnerships and raise long-term funding for investment in research anddevelopment, which will require substantial expenditures over the long term. However, the recent
external environment surrounding the Company has been affected by factors such as widespread
uncertainty in the financial markets caused by the inexorable COVID-19 pandemic, interest rate hikes in
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

22

the U.S. and other major countries that have spurred global price increases, and turmoil in the security
environment driven by the Russian invasion of Ukraine. Taking these factors into consideration, alongwith the possibility of not being able to raise the necessary funding as expected in FY 2023 and beyond,the Company believes that securing the funding outlined in this document will strengthen and stabilize its
financial foundations, raise its chances of evolving into a true global specialty pharmaceutical company,
and contribute to an improvement in its corporate value. Further, the funds raised by the Company will be
used as development funds for the antiviral drug brincidofovir, and to invest in new in-licensing and M&A
for the purpose of securing long-term growth opportunities as described in “3. Amount to Be Raised, andthe Use and Scheduled Disbursement Thereof.” The Company had planned to allocate funds raised
through the 58th stock acquisition rights to fulfill these purposes, but the exercise of the stock acquisitionrights is not proceeding as planned as the exercise price is higher than the market price. Hence, we now
intend to use the funds raised through the Program for the aforementioned purposes. If the amount to be
paid in for each tranche of allotment under the Program falls below the exercise price for the 58th stockacquisition rights as of the due date of payment for the corresponding allotment, then the exercise priceof the 58th stock acquisition rights will be revised to the payment amount for the said allotment. For
details of the exercise price for the 58th stock acquisition rights, please see the Press Release on thePrevious Capital Increase.
3. Amount to Be Raised, and the Use and Scheduled Disbursement Thereof(1) Amount to Be Raised (Estimated Net Proceeds)
Total amount expected to be raised through the Program (estimated net proceeds)
1)

Expected total payment for new shares under the Program¥2,208,000,000

2)Approximate amount of various issuance-related expenses¥24,400,000

3)

Estimated net proceeds¥2,183,600,000(Notes) 1. The amounts indicated above take into account the amounts to be paid for the issuance ofshares in the 1st through 5th allotments, as detailed above in “I. STraight-Equity Issue
Program (“STEP”). Of the total amount (estimate) indicated above, the breakdown below
indicates the expected amounts for each allotment. We have assumed the issue of
1,200,000 shares for each allotment. This figure is a provisional calculation based on thesimple average of the closing price of common shares of the Company in ordinary trading
announced by the TSE during the 10 trading days up to and including October 5, 2023(¥368, rounded off to the first decimal place). The number of shares for each allotment will
range from 1,200,000 shares to 2,500,000 shares, and the total will not exceed the
6,000,000 shares stipulated for issuance under the Program. The actual number will be
determined by the Allottee notifying the Company prior to the Allotment Resolution Datecorresponding to each allotment. The issue price for each allotment is expected to be theamount equal to the simple average of the closing price of common shares of the Company
announced by the TSE during the 10 trading days up to and including the day preceding the
Allotment Resolution Date (rounded off to the first decimal place).
1) Expected total payment for shares issued in the 1st allotment: ¥441,600,000
2) Expected total payment for shares issued in the 2nd allotment: ¥441,600,000
3) Expected total payment for shares issued in the 3rd allotment: ¥441,600,000
4) Expected total payment for shares issued in the 4th allotment: ¥441,600,000
5) Expected total payment for shares issued in the 5th allotment: ¥441,600,000
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

23

2. The approximate amount of various issuance-related expenses is the approximate amount ofvarious issuance-related expenses required for the entire Program.
3. The approximate amount of various issuance-related expenses breaks down into legal fees
and notification form data preparation fees, fees for registration with the Legal Affairs Bureau,
and various other fees (such as judicial scrivener fees, credit check fees, etc.).
4. The approximate amount of various issuance-related expenses does not include consumption
and other taxes.
(2) Specific Uses of the Amount to Be Raised
The proceeds from the Program are to be used for the following specific purposes. The proceeds
will be kept in bank deposits until they are used for the above purposes.
AmountSpecific uses

(Million

Expected timing of expenditureyen)(1) Development funds for antiviral drug
brincidofovir (direct expenses)(2) Development funds for antiviral drug
brincidofovir (indirect expenses)

658

October 2023 to June 2024

742

October 2023 to June 2024

(3) Investment in new in-licensing and M&A forthe purpose of securing long-term growth783

October 2023 to June 2024

opportunities
Total

2,183

(Note) The description above indicates the use of funding raised by the Program overall. For details of
the Program, please refer to “I. STraight-Equity Issue Program “STEP”)” above. Proceeds
expected to be raised under the Program as a whole are stated above as ¥2,183,600,000, whichis the total amount to be raised under the Program, of ¥2,208,000,000, less the estimated amountof various issuance-related expenses required under the overall Program, of ¥24,400,000. The
total amount to be raised under the Program (¥2,208,000,000) is an estimate based on the simple
average of the closing price of common shares of the Company in ordinary trading announced by
the TSE during the 10 trading days up to and including October 5, 2023 (¥368, rounded off to thefirst decimal place). The actual amounts raised from the 1st through 5th allotments will be basedon the issue price for each allotment, determined as the amount equal to the simple average ofthe closing price of common shares of the Company announced by the TSE during the 10 trading
days up to and including the day immediately preceding the Allotment Resolution Date (rounded
off to the first decimal place). The total amount of funds raised under the Program, theapproximate amount of various issuance-related expenses, and estimated net proceeds may
increase or decrease depending on the determination of the amount to be paid in and the numberof new shares to be issued.
Details on the uses of funds raised are provided below.
1) Development funds for antiviral drug brincidofovir (direct expenses)
SymBio plans to use the development funds for antiviral drugs to cover the following expenses:
among the development funds for the intravenous formulation of the antiviral drug brincidofovir (IVNote: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

24BCV) in-licensed by the Company in September 2019, (1) direct expenses associated with the Phase
II clinical trials for IV BCV already underway in the U.S. aimed at developing a treatment foradenovirus infections after hematopoietic stem cell transplants; (2) in the development of brincidofovirfor BK virus infection after kidney transplants, expenses for clinical trials in Australia and Japan; and(3) development and other expenditures for a Phase I clinical trial targeting cytomegalovirus infection
following hematopoietic stem cell transplantation.
Of this amount, expenditures of ¥658 million from October 2023 to June 2024 will be funded by theissuance of the Shares.
2) Expenses related to development of antiviral drug brincidofovir (indirect expenses)
SymBio forecasts expenditures in connection with efforts to strengthen its personnel, organization,and other areas to develop the intravenous formulation of the antiviral drug brincidofovir (IV BCV) for
multiple indications, and in the form of indirect expenses for efforts to reinforce the organization,
including the hiring of CEO and global CMO for the full-scale operation of U.S. subsidiary SymBio
Pharma USA.
Of the above, it will cover ¥742 million in expenditures from October 2023 to June 2024 with thefunds raised from the issuance of the Shares.
3) Investment funds for in-licensing and M&A for the purpose of securing long-term growth opportunities
From a medium- to long-term perspective, SymBio continues to search for and evaluate new drugcandidates for potential in-licensing, and is routinely considering multiple license candidates, aiming toevolve into a profitable biopharmaceutical company with growth potential. As of the end of September
2023, its Scientific Advisory Board (SAB) had finished its evaluation for several products, and theCompany is internally considering whether to acquire relevant licenses. It forecasts expenditures of¥783 million for in-licensing and other expenses between October 2023 and June 2024.
For investment in new in-licensing and M&A for the purpose of securing long-term growth
opportunities, the funds will first be apportioned at the time license agreements are concluded, andany expenses exceeding the expected amount to be raised shall be provided by internal funds. The
Company has no specific plans for M&A as of the time of the release. As the amount and timing offunding will be affected by the state of progress for the Program, the aforementioned uses andbreakdown of funds may change.
Further, the possibility exists that fundraising under the Program may not be exercised in part
depending on such factors as the share price and trading volume.
If SymBio cannot procure sufficient funds through the Program, funds will be allocated in thefollowing order of priority: 1) development funds for antiviral drug brincidofovir (direct expense), 2)
expenses related to development of antiviral drug brincidofovir (indirect expenses), and 3) investment
funds for in-licensing and M&A for the purpose of securing long-term growth opportunities. Further, it
may procure funds through other measures or review its business plans. In the event of changes in
the uses and breakdown of funds, the pursuit of separate funding, or revisions to its business plans,
the Company will promptly disclose such information in each case.
SymBio expects to hold the funds above in its deposit account until apportioned for the uses offunds mentioned above.
On October 6, 2023, SymBio resolved to introduce the Program, with the aim of deploying funds for
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

25

the aforementioned uses.
4. Concepts on Rationality of the Use of the Funds
As described above in “3. Amount to Be Raised, and the Use and Scheduled Disbursement Thereof,”
we have determined that the stated use of funds is rational and aligns with our strategy to invest in future
growth areas and ensure financial stability. Accordingly, we believe that the Capital Increase by ThirdParty Allotment will contribute to the interests of existing shareholders and other stakeholders byenhancing the Company’s corporate value over the medium to long term.
5. Rationality of Issuance Conditions(1) Basis for Calculation of the Amount to Be Paid in and Details Thereof
The issue price for each allotment of the Shares will be the amount equal to the simple average of theclosing price of common shares of the Company in ordinary trading announced by the TSE during the 10
trading days up to and including the day immediately preceding the Allotment Resolution Date (rounded
off to the first decimal place). We cannot rule out the possibility that the issue price for each allotment of
the Shares may fall below 90% of the closing price of the trading day immediately preceding eachcorresponding Allotment Resolution Date. The decision to set the period for determining the issue priceat 10 trading days, rather than determining the price based on the share price at a specific point in time,i.e., the closing price of the business day immediately preceding the Allotment Resolution Date, wasproposed by the Allottee as a more fair and reasonable method, as doing so would eliminate the impact
of temporary share price fluctuations, and agreed to by the Company after consideration on both sides.
Both parties also agreed to implement the five-tranche funding schedule as it allows for the comparisonof share prices in the most recent month, three months, and six months over as short a period as
possible.
In addition to the aforementioned factors, when determining the issue price SymBio engaged in frank
discussions and negotiations with the Allottee, taking into consideration the Company’s performancetrends, financial condition, and share liquidity, as well as analyzing recent stock prices and the process of
forming those prices. Although the Company’s current stock price adequately reflects its objective
corporate value at this time, as a result of our discussions we decided to stagger the timing of stock
issuance and price determination after considering the risks that the Allottee would bear based on theassumption of holding a quantity of shares through the Capital Increase by Third-Party Allotment, taking
into account the Company’s performance, financial condition, and stock price trends (volatility in the last
six months: 32.77%), as well as the fact that the Allottee is the only party proposing this funding method
through the third-party allotment of common shares of the Company.
Considering its business and financial situation, SymBio has determined that issuing the Shares isessential for improving performance and enhancing corporate value. We believe it is a crucial part of ourbusiness strategy and does not constitute a “favorable issuance.” The basis of calculation for the above
payment amount is determined for each allotment by the Allotment Resolution, which is the “Board of
Directors decision to issue the Shares” as defined by the “Guidelines Concerning Treatment of Capital
Increase by Allotment to a Third Party” of the Japan Securities Dealers Association. The issuance of the
Shares for each tranche, with the issue price being 100% of the average closing price during a certain
period up to the trading day immediately preceding the date of the resolution, is deemed to be
determined in consideration of the “Guidelines Concerning Treatment of Capital Increase by Allotment toa Third Party” to a certain degree. We have made this decision in full consultation with the Allottee.
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

26

Regarding this matter, the Company’s Audit & Supervisory Committee (all three members are outside
directors) concurs that, in using the above basis for calculating the issue price, the above-statedcalculation method is appropriate, as it uses the market price as an indicator expressing the objective
value of the Company’s shares and considering the need for conducting this capital increase throughthird-party allotment, as well as the Company’s performance trends, financial situation, the current stateof the stock market, trends in the Company’s share price, and the number of shares expected to beissued through this capital increase through third-party allotment. Furthermore, considering that theguidelines of the Japan Securities Dealers Association were referred to when determining the calculation
method, the committee has concluded that the issue price is not particularly advantageous to the
Allottee. The Company plans to obtain the opinion of the Audit & Supervisory Committee regarding thepayment amount to be resolved on the Allotment Resolution Date corresponding to each allotment.
(2) Grounds for a Judgment That the Issued Quantity and the Scale of the Dilution of Shares Are
Reasonable
As is stated above in “I. STraight-Equity Issue Program ( “STEP”), 1. Details of the Program,” thenumber of common shares of the Company to be newly issued under the Program is capped at
6,000,000 shares (60,000 voting rights). This corresponds to a dilution rate of 15.06%, using as adenominator the total number of SymBio’s shares issued as of June 30, 2023, of 39,840,556 shares, and393,555 voting rights (dilution rate based on voting rights of 15.25%).
However, by allocating the funds raised through the Program for the intended uses as outlined in “3.
Amount to Be Raised, and the Use and Scheduled Disbursement Thereof,” the Company aims to invest
in areas slated for future growth and ensure a stable financial base, which it believes will result inincreases in corporate value and share price. As a result, the Company has determined that the numberof shares to be issued and the scale of dilution for its shares are reasonable.
Further, the average daily trading volume of the common shares of the Company over the past six
months was 430,364 shares, indicating sufficient liquidity to sell shares in the market. Assuming the
maximum number of shares under the Program is issued (6,000,000 shares), selling these shares during
the 131 trading days from the date of this release until the due date of payment for the 5th allotment
would mean the sale of an average of 45,802 shares per trading day (10.64% of average trading volume
during the past six months), so we believe the impact on the share price would be limited. In addition,
this issuance would provide the funding the Company needs to conduct its business operations with arelatively high probability of success.
6. Reasons for Having Chosen the Allottee, etc.
(1) Outline of the Allottee
Please refer to the above section entitled “I. STraight-Equity Issue Program (“STEP”), 4. Reasons for
Having Chosen the Allottee, etc., (1) Outline of the Allottee.”(2) Reason for Having Chosen the Allottee
Please refer to the above section entitled “I. STraight-Equity Issue Program (“STEP”), 4. Reasons for
Having Chosen the Allottee, etc., (2) Reason for Having Chosen the Allottee.”(3) Allottee’s Holding Policy
Please refer to the above section entitled “I. STraight-Equity Issue Program (“STEP”), 4. Reasons for
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

27

Having Chosen the Allottee, etc., (3) Allottee’s Holding Policy.”(4) Confirmation on the Property Required for the Payment by the Allottee
As evidence of property held by the Allottee, SymBio has confirmed the Allottee’s net asset balancestatement, excluding liabilities from such assets as cash and marketable securities borrowed frommultiple prime brokers as of July 31, 2023, and SymBio judges that the Allottee maintains sufficient cash
to pay the total amount to be paid (issue price) for the 1st allotment on the due date of payment.
(5) Agreement regarding borrowing and lending of share certificates
In connection with the issuance of the Shares, the Allottee may enter into a stock lending agreementwith Fuminori Yoshida, who is both a major shareholder of the Company and its representative director,
president, and chief executive officer (contract period: October 6, 2003 to May 2, 2024, number of sharesfor lending: 1,179,700 shares, lending fee: 0% per annum, collateral: none), borrowing common sharesof the Company that it may sell for the purpose of hedging.
The Allottee will not borrow common shares of the Company for the purpose of engaging in any shortselling activities, except for selling for hedging purposes within the quantity of common shares of theCompany issued through each allotment. Based on the Agreement to Set up an Equity Issue Program
between SymBio and the Allottee, the Allottee will not engage in the short-selling of borrowed commonshares of the Company other than selling for hedging purposes within the quantity of common shares of
the Company issued through each allotment.
7. Major Shareholders and Shareholding Ratios
Before offer (as of June 30, 2023)
Shareholder

Shareholding ratio (%)

Fuminori Yoshida

2.97

ML PRO SEGREGATION ACCOUNT

2.51(Standing proxy: BofA Securities Japan Co, Ltd.
Norihiro Kuroda

1.77

Sukenori Ito

1.08

MSIP CLIENT SECURITIES

0.87(Standing proxy: Morgan Stanley MUFG Securities Co., Ltd.)
Toshitaka Kashihara

0.55

SMBC Nikko Securities Inc.

0.31

Tsugino Fujimoto

0.30

Hiroshi Nishioka

0.30

Hiromi Toshige

0.29(Notes) 1. Shareholding ratios prior to allotment are based on the shareholder register as of June 30,2023.
2. The Allottee shall hold the common shares of the Company for the purpose of investment, andmay sell the common shares of the Company acquired. As the Allottee is not committed tolong-term ownership of the common shares of the Company, its post-allotment shareholding
ratio is not shown.
3. Shareholding ratios are rounded off to the second decimal place.
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

28

8. Future Perspective
The Capital Increase by Third-Party Allotment will not affect operating performance in the current
fiscal year (the fiscal year ending December 31, 2023). SymBio will disclose promptly in the event ofchanges in future business performance.
9. Matters Relating to Procedures Based on the Code of Conduct of Corporations
As dilution of SymBio’s shares by capital increase through a series of third-party allotments under the
Program will result in a dilution ratio of less than 25% and because it will not give rise to changes incontrolling shareholders, there is no need to obtain an opinion from an independent third party on“compliance requirements for third-party allotment” or to conduct a procedure to confirm the intent ofshareholders as set forth in Article 432 of the Securities Regulations of the TSE.
10. Business Performance and Equity Finances for the Most Recent Three Years(1) Operating Results for the Most Recent Three Years
FY 2020

FY 2021

FY 2022Net sales (Thousands of yen)

2,987,051

8,256,924

10,008,338

Operating profit (Thousands of(4,506,220)

1,016,001

1,963,625(4,615,903)

1,001,133

1,999,878

Profit (Thousands of yen)

(4,090,216)

2,032,203

1,179,238

Earnings per share (Yen)(124.13)

53.04

30.20

yen)
Ordinary profit (Thousands ofyen)

Dividends per share (Yen)

－

－

－

Net assets per share (Yen)105.76162.26204.83(Note) The Company began preparing consolidated statements of income from the fiscal year ended
December 31, 2022 with the launch of full-scale operations at SymBio Pharma USA, Inc. For fiscal
years prior to that, figures from non-consolidated statements of income are provided.
(2) Number of Issued Shares and Dilutive Shares (As of June 30, 2023)

Number of shares issued
Number of dilutive shares at the conversion price(exercise price) at present
Number of dilutive shares at the lower-limit of theconversion price (exercise price)
Number of dilutive shares at the upper-limit of theconversion price (exercise price)

Number ofPercentage relative to thesharesnumber of issued shares

39,840,556

100.00%2,229,450

5.60%

－

－

－

－

(3) Recent Share Prices
1) For the most recent three years

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

29

FY 2020

FY 2021

FY 2022

Opening price

¥600

¥384

¥1,150Highest price¥653¥2,566¥1,290

Lowest price

¥243

¥372

¥606

Closing price¥379¥1,145¥643(Note) Share prices are according to the TSE.
2) For the most recent six months

Opening

May

June

July

AugustSeptember

October

2023

2023

2023

2023

2023

2023

¥398

¥425

¥436

¥415

¥391

¥383

¥464

¥483

¥442

¥422

¥408

¥383

¥356

¥407

¥414

¥371

¥361

¥344

¥431

¥436

¥418

¥392

¥380

¥350

price
Highestprice
Lowestprice
Closing
price(Notes) 1. Share prices are according to the TSE.
2. Share prices for October 2023 are those as of October 5, 2023.
3) Share prices on the business day preceding the date on which the Board of Directors resolved theissuance
As of October 5, 2023
Opening price¥345

Highest price¥353

Lowest price¥344

Closing price¥350(4) Equity Finances for the Most Recent Three Years
Issuance of new shares by third-party allotment and the 58th Stock Acquisition Rights(New shares)
Date of payment

June 1, 2022

Amount of funding¥662,000,000 (net ¥622,000,000)

Issue price¥662

Number of issued shares at thetime of offer
Number of shares issued
through this offer
Number of issued shares after
the offer

38,486,156 shares
1,000,000 shares
39,486,156 shares

Allottee

CVI Investments, Inc.

Initial use of funds at the time of(1)issuance

Development funds for the antiviral drug brincidofovir(direct expenses) (¥432 million)

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

30

(2)

(As above, indirect expenses) (¥190 million)

Planned timing for disbursement(1)

From July 2022 to October 2022

at the time of issuance(2)

From July 2022 to October 2022

Appropriation status at present(1)Development funds for the antiviral drug brincidofovir(direct expenses) (¥432 million)(As above, indirect expenses) (¥190 million)(2)(58th stock acquisition rights)
Date of allotment
Number of stock acquisitionrights issued
Issue price*

June 1, 2022
20,000 unit
Total of ¥13,760,000 (¥688 for each unit of the stock acquisitionrights)Planned amount of funding at
the time of issuance¥1,583,760,000(estimated net proceeds)
Allottee
Number of issued shares at thetime of offer
Number of dilutive shares dueto the offer
Exercise status at present

CVI Investments, Inc.
38,486,156 shares
Number of dilutive shares: 2,000,000 shares
0 shares(Remaining stock acquisition rights: 20,000)

Procured funds at present(estimated net proceeds)
Initial intended use of funds at¥0(1)

the time of issuance

Development funds for the antiviral drug brincidofovir(direct expenses) (¥787 million)(2)(As above, indirect expenses) (¥386 million)(3)

Investment in new in-licensing, M&A, and other means of
securing long-term growth opportunities (¥395.76 million).

Planned timing for(1)

From October 2022 to March 2023

disbursement at the time of(2)

From October 2022 to March 2023

issuance(3)

From July 2022 to March 2023

Appropriation status at present(N/A)(Note) If the amount to be paid in for each tranche of allotment under the Program falls below theexercise price as of the due date of payment for the corresponding allotment, then the exercise
price will be revised to the payment amount for the said allotment. Planned timing for
disbursement will be revised when a request to exercise the stock acquisition rights is made,and accordingly, we will decide by how much to revise the planned timing for disbursement
when such a request is made and make a disclosure.
12. Issuance Terms and Conditions
As per the attachments.
Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

31

Attachment 1
Terms and Conditions Related to the 1st Allotment
1. Class of Shares Offered
Common shares of the Company
2. Number of Shares Offered
1,200,000~2,500,000 shares
3. Issue Price (Amount to Be Paid In under the Companies Act)
The price per share shall be the amount equal to the simple average of the closing price of commonshares of the Company in ordinary trading announced by the Tokyo Stock Exchange, Inc. during the
10 trading days up to and including the day preceding October 25, 2023 (rounded off to the firstdecimal place). (However, if there is no closing price for any of the 10 trading days, EVO FUND may
decide whether to include such a day in the calculation of the issue price.)
4. Total Issue Price (Amount to Be Paid In under the Companies Act)The amount equal to the number of shares offered times the issue price per share
5. Increases in Capital Stock and Legal Capital Surplus
The amount to be contributed to capital stock shall be half the upper limit of an increase in capitalstock under Article 14, Paragraph 1, of the Rules of Corporate Accounting (with any fractionalamounts less than one yen resulting from such calculation rounded up). The increase in the legal
surplus shall be the upper limit of an increase in capital stock less the amount of the increase incapital stock.
6. Deadline for Application
November 10, 2023
7. Due Date of Payment
November 10, 2023
8. Method of Offer
All shares are to be allotted to EVO FUND through a third-party allotment.
9. (1) The above paragraphs shall apply on the condition that the notification in accordance with the
Financial Instruments and Exchange Act becomes effective.
(2) Other necessary matters related to this new share issuance shall be entrusted to the representative
director and CEO of SymBio.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

32

Attachment 2
Terms and Conditions Related to the 2nd Allotment
1. Class of Shares Offered
Common shares of the Company
2. Number of Shares Offered
1,200,000~2,500,000 shares
3. Issue Price (Amount to Be Paid In under the Companies Act)
The price per share shall be the amount equal to the simple average of the closing price of commonshares of the Company in ordinary trading announced by the Tokyo Stock Exchange, Inc. during the
10 trading days up to and including the day preceding December 4, 2023 (rounded off to the firstdecimal place). (However, if there is no closing price for any of the 10 trading days, EVO FUND may
decide whether to include such a day in the calculation of the issue price).
4. Total Issue Price (Amount to Be Paid In under the Companies Act)The amount equal to the number of shares offered times the issue price per share
5. Increases in Capital Stock and Legal Capital Surplus
The amount to be contributed to capital stock shall be half the upper limit of an increase in capitalstock under Article 14, Paragraph 1, of the Rules of Corporate Accounting (with any fractionalamounts less than one yen resulting from such calculation rounded up). The increase in the legal
surplus shall be the upper limit of an increase in capital stock less the amount of the increase incapital stock.
6. Deadline for Application
December 20, 2023
7. Due Date of Payment
December 20, 2023
8. Method of Offer
All shares are to be allotted to EVO FUND through a third-party allotment.
9. (1) The above paragraphs shall apply on the condition that the notification in accordance with the
Financial Instruments and Exchange Act becomes effective.
(2) Other necessary matters related to this new share issuance shall be entrusted to the representative
director and CEO of SymBio.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

33

Attachment 3
Terms and Conditions Related to the 3rd Allotment
1. Class of Shares Offered
Common shares of the Company
2. Number of Shares Offered
1,200,000~2,500,000 shares
3. Issue Price (Amount to Be Paid In under the Companies Act)
The price per share shall be the amount equal to the simple average of the closing price of commonshares of the Company in ordinary trading announced by the Tokyo Stock Exchange, Inc. during the
10 trading days up to and including the day preceding January 22, 2024 (rounded off to the firstdecimal place). (However, if there is no closing price for any of the 10 trading days, EVO FUND may
decide whether to include such a day in the calculation of the issue price).
4. Total Issue Price (Amount to Be Paid In under the Companies Act)The amount equal to the number of shares offered times the issue price per share
5. Increases in Capital Stock and Legal Capital Surplus
The amount to be contributed to capital stock shall be half the upper limit of an increase in capitalstock under Article 14, Paragraph 1, of the Rules of Corporate Accounting (with any fractionalamounts less than one yen resulting from such calculation rounded up). The increase in the legal
surplus shall be the upper limit of an increase in capital stock less the amount of the increase incapital stock.
6. Deadline for Application
February 7, 2024
7. Due Date of Payment
February 7, 2024
8. Method of Offer
All shares are to be allotted to EVO FUND through a third-party allotment.
9. (1) The above paragraphs shall apply on the condition that the notification in accordance with the
Financial Instruments and Exchange Act becomes effective.
(2) Other necessary matters related to this new share issuance shall be entrusted to the representative
director and CEO of SymBio.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

34

Attachment 4
Terms and Conditions Related to the 4th Allotment
1. Class of Shares Offered
Common shares of the Company
2. Number of Shares Offered
1,200,000~2,500,000 shares
3. Issue Price (Amount to Be Paid In under the Companies Act)
The price per share shall be the amount equal to the simple average of the closing price of commonshares of the Company in ordinary trading announced by the Tokyo Stock Exchange, Inc. during the
10 trading days up to and including the day preceding February 29, 2024 (rounded off to the firstdecimal place). (However, if there is no closing price for any of the 10 trading days, EVO FUND may
decide whether to include such a day in the calculation of the issue price).
4. Total Issue Price (Amount to Be Paid In under the Companies Act)The amount equal to the number of shares offered times the issue price per share
5. Increases in Capital Stock and Legal Capital Surplus
The amount to be contributed to capital stock shall be half the upper limit of an increase in capitalstock under Article 14, Paragraph 1, of the Rules of Corporate Accounting (with any fractionalamounts less than one yen resulting from such calculation rounded up). The increase in the legal
surplus shall be the upper limit of an increase in capital stock less the amount of the increase incapital stock.
6. Deadline for Application
March 18, 2024
7. Due Date of Payment
March 18, 2024
8. Method of Offer
All shares are to be allotted to EVO FUND through a third-party allotment.
9. (1) The above paragraphs shall apply on the condition that the notification in accordance with the
Financial Instruments and Exchange Act becomes effective.
(2) Other necessary matters related to this new share issuance shall be entrusted to the representative
director and CEO of SymBio.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

35

Attachment 5
Terms and Conditions Related to the 5th Allotment

1. Class of Shares Offered
Common shares of the Company
2. Number of Shares Offered
1,200,000~2,500,000 shares
3. Issue Price (Amount to Be Paid In under the Companies Act)
The price per share shall be the amount equal to the simple average of the closing price of commonshares of the Company in ordinary trading announced by the Tokyo Stock Exchange, Inc. during the
10 trading days up to and including the day preceding April 3, 2024 (rounded off to the first decimal
place). (However, if there is no closing price for any of the 10 trading days, EVO FUND may decide
whether to include such a day in the calculation of the issue price.
4. Total Issue Price (Amount to Be Paid In under the Companies Act)The amount equal to the number of shares offered times the issue price per share
5. Increases in Capital Stock and Legal Capital Surplus
The amount to be contributed to capital stock shall be half the upper limit of an increase in capitalstock under Article 14, Paragraph 1, of the Rules of Corporate Accounting (with any fractional amounts
less than one yen resulting from such calculation rounded up). The increase in the legal surplus shallbe the upper limit of an increase in capital stock less the amount of the increase in capital stock.
6. Deadline for Application
April 19, 2024
7. Due Date of Payment
April 19, 2024
8. Method of Offer
All shares are to be allotted to EVO FUND through a third-party allotment.
9. (1) The above paragraphs shall apply on the condition that the notification in accordance with the
Financial Instruments and Exchange Act becomes effective.
(2) Other necessary matters related to this new share issuance shall be entrusted to the representative
director and CEO of SymBio.

Note: This document does not constitute an investment solicitation for any securities for sale. This document has been prepared to publicly
announce matters related to the issuance of the common stock, and not for the purpose of soliciting investment. This document does notconstitute an offer of investment in nor solicitation for purchase of the common stock within the United States. Regarding the common
stock, SymBio has not registered, and is not scheduled to register, any of them under the United States Securities Act of 1933. The securities
may not be offered or sold in the United States without a registration or an exemption from registration under the United States Securities
Act of 1933. No offer of securities in the United States will be made in connection with this transaction.

36