November 14, 2023
BrightPath Biotherapeutics Co., Ltd.
(4594 Tokyo Stock Exchange Growth)

Kenichi Nagai
President and CEO
Contact: Yoichi Takeshita, CFO(mail: irpr@brightpathbio.com)

Announcement of Issuance of Series 16 Moving Strike Warrants
and Unsecured Bonds (Private Placement Bonds: PPB)BrightPath Biotherapeutics Co., Ltd. (“BrightPath” or the “Company”) announces that a resolution to issue the16th series of moving strike warrants (“Warrants”) and the 2nd series of unsecured bonds (“Bonds”) to Macquarie
Bank Limited was approved by the Company’s board of directors at its meeting held on November 14, 2023.
1. Outline of the Offering<Warrants>(1) Allotment date(2) Total number of warrants to
be issued(3) Issue price(4) Number of potential sharesissuable(5)

Amount of funds to beraised(6)

Exercise price andconditions for moving theexercise priceNovember 30, 2023
156,600 warrants
Total amount of issue: 5,167,800 yen (33 yen per warrant)
15,656,000 shares (100 shares per warrant)
There is no upper limit on the exercise price.
The Minimum Exercise Price (as defined later) for the warrant is 57 yen. If
all warrants are exercised at the Minimum Exercise Price, the number ofshares to be issued will be 15,660,000 shares.
Estimated net proceeds: 1,613,807,800 yen (Note)
Breakdown:- Amount to be procured through warrant issue:
5,167,800 yen- Amount to be procured through warrant exercise: 1,628,640,000 yen
Initial exercise price: 104 yen
On and after the day on which the Company receives a notice of warrant
exercise ("Revision Date"), the exercise price will be revised to an amountequal to 92% of the closing price of the Company's common stock inregular trading on the Tokyo Stock Exchange on the trading day (as definedlater) immediately preceding the Revision Date, or 92% of the last available
closing price before said trading day if no closing price is available on thatday, rounded down to the nearest one yen.
A “trading day” means a day on which a trading session is held on theTokyo Stock Exchange. If, however, trading of the Company's common
stock on the Exchange is suspended or restricted for any reason on acertain trading day, such day will be treated as a non-trading day.
The exercise price will not fall below 57 yen (the "Minimum Exercise
Price"). If the revised exercise price calculated in the way described above
is to fall below the Minimum Exercise Price, the Minimum Exercise Pricewill be adopted as the revised exercise price.

(7)
(8)

Exercise period
Method of offering or
allotment(Allottee candidate)Beyond what is specified above, the exercise price may be adjusted inaccordance with the Terms and Conditions for Warrants.
From December 1, 2023 to November 30, 2026
To be allotted to Macquarie Bank Limited (the “Allottee”) by way of the socalled third-party allotment, that is, allotment of securities to specified third
parties (which may include specific existing shareholders)

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(9)

Other terms and conditions

Note:

The Company will enter into a purchase agreement for the warrants with
the Allottee (the “Purchase Agreement”).
The Purchase Agreement is going to stipulate that, if the Allottee intends totransfer the Warrants with the prior approval of the Company’s board of
directors, the transferee must succeed to all rights and obligations of the
Allottee under the Purchase Agreement.

The total amount of funds to be raised through the issuance of these warrants is the sum of the total issue price of thewarrants and the total value to be contributed upon warrant exercise, which is calculated on the assumption that all thewarrants are exercised at the initial exercise price, minus an estimated amount of various expenses related to the issuanceof the warrants (20,000,000 yen). If the exercise price is revised or adjusted during the exercise period, the amount offunds to be raised will vary accordingly.

*Timing for fixing the terms and conditions for issuance of the Warrants
A summary of the Company’s financial results for the second quarter of the year ending March 2024 was publicly
disclosed on November 10, 2023. In general, if a company intends to issue and allot warrants to specified third
parties (including existing shareholders) under the Japanese laws in the case where the company’s financial
disclosure is made at a time close to the date of resolving such issuance, the company needs to prevent the realvalue of the warrants from deviating from the terms and conditions for such issuance. In this context, the issuing
company may determine the terms and conditions for issuance by incorporating expected stock price fluctuations
following the financial disclosure (by setting a certain period of time between the disclosure and the time for fixing
the terms and conditions).
Likewise, BrightPath deliberated carefully the terms and conditions for issuance of the Warrants in order to set fairconditions with due consideration for existing shareholders’ interests. As a clinical-stage biopharmaceuticalcompany currently in the middle of upfront investments entailing heavy spending on research and development,
BrightPath is yet to have sufficiently stable revenue streams. Therefore, the Company’s most recent financial
disclosure has only a limited impact on its stock price. This is the case with the movements of the Company’s
stock price immediately following any past financial disclosure. In light of such tendency previously observed, thedisclosure of the Company’s financial results for the current year’s second quarter is reasonably believed to haveno significant impact on the Company’s stock price. The Company therefore determines that the closing price on
November 13, 2023 reflected the impact of the financial disclosure. Based on the foregoing, the Company has
decided to use the closing price of the Company’s stocks available on November 13, 2023 to fix the terms andconditions for issuance of the Warrants as of today.
For details of the financial results for the current year’s second quarter, please see “Financial Results for the Six
Months ended September 30, 2023” published as of November 10, 2023.
2. Purpose and Reason for the Offering(1) Purpose of the offering
BrightPath is a clinical-stage biopharmaceutical company focused on the development of novel cancer
immunotherapy. Currently, BrightPath pipelines consist of three modalities (form of drugs): cell therapies, antibodies
and cancer vaccines.
For BP2201 (iPS-NKT), BrightPath opted in for the licensing option to obtain exclusive global development,
manufacturing and marketing rights from the Institute of Physical and Chemical Research (RIKEN) last year, andBrightPath established a platform consisting of three components: patent, master cell bank and manufacturingmethod. BrightPath has launched a business vision to create a novel allogeneic CAR-T cell therapy platform using
iPS cell-derived NKT cells against a variety of tumor antigens and to replicate platform-based licensing transactions,while some US cell therapy companies take a lead in such transactions in other cell types. NKT cells, discoveredby Japanese researchers and developed by RIKEN and Chiba University in Japan, have unique characteristics that
distinguish them from other immune cell types such as T cells and NK cells. The iPS-NKT cells were created by
combining such NKT cells and an iPS cell technology originated in Japan. The Company is convinced that thisplatform will surely make a breakthrough for the currently stagnant allogeneic CAR-T cell therapies.
As part of the efforts to promote platform-based developments, BrightPath has recently obtained a license for the
CRISPR-based gene editing technology from Artisan Bio. This technology is necessary for gene transfer of chimericantigen receptors (CARs) and other factors into master iPS cell lines. Artisan Bio’s STAR-CRISPR® is one of themost advanced and differentiated technologies of the same kind in the world.
The progress observed in the projects using the funds that the Company has raised to date is as follows.
For BP2201 (iPS-NKT), the Company’s investment focuses on the manufacturing process development to
conduct industrial-setting clinical trials in the near future, to establish the prototype CD19 or HER2 targeting CARiPSNKT (based on in vitro tumor killing data presented at SITC 2022), and to obtain opt-in global exclusive rights
to develop, manufacture and market iPS-NKT from RIKEN.
Another cell therapy pipeline BP2301 is autologous anti-HER2 CAR-T. The Company has developed BP2301 incollaboration with Shinshu University of Japan to realize the concept that CAR-Ts rich in stem-cell-memory
phenotype work effectively in even immunosuppressive solid tumor. The Company succeeded in manufacturingstem-cell-memory rich CAR-T cells and confirmed those cells’ high durable anti-tumor effects against solid tumor inanimal models. Then, the Company initiated an investigator-sponsored Phase I clinical study at Shinshu University
in early 2022.
The ongoing therapeutic antibody pipelines include a monoclonal antibody BP1200, a Fc-enhanced monoclonal
antibody BP1202 and a biparatopic antibody BP1210 that target immune checkpoints (immunomodulators) toestablish anti-tumor immunity in an immunosuppressive tumor environment. BP1212 is a first-in-class antibody with2

no prior product in the target antigen combination. They are differentiated from prior products against multiple
targets and have achieved proof of concept in a nonclinical setting by confirming efficacy in a tumor-bearing mousemodel.
As for GRN-1201, a shared antigen peptide vaccine for which preclinical trials had started in 2014, BrightPathdecided to discontinue Phase II study in combination with pembrolizumab in patients with 1L NSCLC in the US earlylast year. During the COVID-19 pandemic, the clinical trial for GRN-1201 was delayed while a new anti-PD1
antibody drug combination is becoming dominant. These situations make it difficult to find a commercial path for
GRN-1201. Presently, the Company is reviewing the indications and trial protocols to explore the opportunities torestart this project in a different setting. In addition, the fully personalized neoantigen vaccine, for which theCompany had started research in 2018, has now been developed into BP1209, which is a form of vaccine
conjugated to immune-checkpoint antibody as a delivery vehicle to lymph nodes. Its antitumor efficacy has justbeen confirmed in an animal model, and non-clinical studies and the formulation development are underway toprepare for clinical trials.
As of September 30, 2023, the Company held 1,063 million yen in cash and cash equivalents. The Company's
net loss for the fiscal year ended March 31, 2023 is 1,357 million yen and the net loss for the six months ended
September 30, 2023 is 551 million yen. The value of aforementioned cash and cash equivalents is enough forcovering business operations for the coming one year. In order to steadily promote the development of iPS-NKT
cell platform while continuing R&D based on cellular and antibody drugs, the Company needs to secure flexible
funding sources without prejudice to the interests of existing shareholders.
Since the initial public offering (IPO) in October 2015, the Company has raised additional funds through issuing
warrants on four occasions. All the funds raised since April 2020 through the exercise of Series 14 warrants werespent as planned, by the end of fiscal year 2022, for R&D and other working capital for the development of cancer
immunotherapy pipelines. The exercise of the most recent warrants (Series 15) was launched in January 2022 andfinished in November 2022. While the total amount procured from Series 15 had initially been estimated at 1,107
million yen, the fund actually raised was 775 million yen due to a subsequent decrease in the stock price. This fund
was fully disbursed for the ongoing pipelines by July 2023, earlier than originally planned.
(2) Overview of the proposed fundraising and reasons for such proposal
BrightPath examined the possibility of fundraising through indirect financing based on the Company’s financial
standing and business deployment planning, as well as the ways of raising funds through direct financing. In thecourse of seeking suitable financing solutions, BrightPath has decided to issue the Warrants and Bonds under thescheme called third-party allotment (allotment of securities to specified third parties, which may include existing
shareholders), as proposed by the Allottee. This decision is based on the comparison with other financing
alternatives described in Section 2(3) below, after comprehensively considering the advantages anddisadvantages explained there.
The proposed fundraising (“this Fundraising”) is characterized by a scheme of concurrently issuing theWarrants and the Bonds to the Allottee whereby the amounts paid by the Allottee upon warrant exercise will be
used as funds available to the Company’s business and as the source for redeeming the Bonds. This scheme
enables the Company to procure a certain amount of funds before the Warrants are exercised. This scheme is thesame as the previous fundraising (Series 15 Warrants Subject to Exercise Price Adjustment and Unsecured
Bonds (PPB) as announced on January 14, 2022) in that both are a funding technique which combines warrants
and corporate bonds. Using the Bond Facility (as defined later) allows for flexibility in additional bond issues. The
Warrants and the Bonds are outlined as follows.
<Warrants>
The Company will issue 156,600 Warrants exercisable for a period of three years and allot them to the Allottee,
and the Allottee’s exercise of the Warrants will bring about an increase in the Company’s capital. The outline of
the Warrants is as follows.
Since the number of the Company’s shares covered by one Warrant is fixed at 100 shares, the total number of
the Company’s shares covered by all Warrants is 15,660,000 shares.
The Allottee can, in principle, exercise those warrants at its own discretion. If, however, there are unredeemed
Bonds or Additional Bonds (as defined later), the exercise of the Warrants must be limited within the range notexceeding the sum of the total amount of all Bonds and Additional Bonds issued and five million yen. This
limitation will be specified in the Purchase Agreement, which is to be concluded between the Company and the
Allottee after the effective date of the registration to be filed under the Financial Instruments and Exchange Act ofJapan. Even in the case where all Bonds and Additional Bonds issued are fully redeemed, the Allottee can nolonger exercise the Warrants in any calendar month if the cumulative amount of the Warrants exercised in thesame month is to exceed 100 million yen (excluding the amounts of the Warrants exercised during any period in
the same month for which there are unredeemed Bonds, and excluding the amounts of the Warrants exercised on
any trading day on which the Company’s stock price exceeds both the closing price on November 13, 2023 (114yen) and 105% of the closing price on its immediately preceding trading day). Nevertheless, an warrant exercise
beyond any of the foregoing limits may be allowed if the Company approves such exercise. Basically, theCompany has no intention of approving any exercise of the Warrants beyond the foregoing limits with a view topreventing excessive stock dilution. However, whether or not to approve such warrant exercise will depend on the
Company’s careful consideration on each occasion in light of the status of the exercise of the Warrants and theCompany’s funding needs. If such approval is given, the Company will promptly make disclosure.
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When no unredeemed Bonds or Additional Bonds remain, the Company may at its discretion designate a
blackout period (cf. Item (iv), <Advantages>, Section 2(3) “Observations about the proposed fundraising”). The
Company’s designation of a blackout period is subject to its board of directors’ resolution and timely disclosure.
The scheme for the Warrants explained above is designed to prevent shareholder value from being drasticallydiluted within a short period and to enable the Company to adequately control the timing for exercise of theWarrants and their quantities.
For the first exercise of the Warrants, the exercise price is 104 yen, which is equal to the initial exercise price.
After the date of a notice of the first warrant exercise, and until the exercise period for the Warrants expires(November 30, 2026), the exercise price will be revised to 92% of the closing price of the Company's common
stock in regular trading on the Tokyo Stock Exchange on the trading day immediately preceding the Revision Date(or, if no closing price is available on that trading day, 92% of the closing price on its immediately preceding
trading day), rounded down to the nearest one yen. If, however, the revised exercise price calculated above falls
below the Minimum Exercise Price, the Minimum Exercise Price will be adopted as the revised exercise price.
The Warrants are exercisable for the period of three years from December 1, 2023 to November 30, 2026.
<Bonds>At the same time as issuing the Warrants, the Company will issue the Bonds to the Allottee (Macquarie Bank
Limited), with the total amount of issue at 500 million yen, in accordance with the terms and conditions outlined
below, on the understanding that typical conditions precedent have been fulfilled. Under the bond purchaseagreement that the Company and Macquarie Bank Limited as a holder of the Bonds (the “Bondholder”) arescheduled to conclude (the “Bond Purchase Agreement”), the Bondholder will be entitled to ask for prematureredemption of the Bonds, in whole or in part, during the period of six months from the date of issue of the Bonds,
on condition that the cumulative redemption amount (including the amounts redeemed in relation to Additional
Bonds) will not exceed the aggregate amount paid by the Bondholder to the Company through exercising theWarrants. After such six-month period has elapsed, the Bondholder will be allowed to ask for prematureredemption with no upper limit on the redemption amount. The proceeds from the exercise of the Warrants will be
used to redeem the Bonds, in general, insofar as there are unredeemed Bonds. There is a possibility that theWarrants may remain unexercised, depending on price fluctuations of the Company’s common stock in the future.
In this case, the proceeds from the exercise of the Warrants cannot be obtained or the total amount procured by
the Company may fall below the initially expected amount. However, the Company will be able to procure funds
and increase its cash on hand at the time of issuing the Bonds, even before the Warrants are exercised. That is
why the Company has decided to adopt a scheme of issuing the Warrants and the Bonds simultaneously. Itshould be noted that the Company will be obligated to redeem all of the then outstanding Bonds even before theirmaturity if any of the predetermined events occurs, which include the events triggering the Company’s acquisitionof the Bonds as specified in the terms and conditions for the Warrants, the Company’s receipt of a notice of
exercise of appraisal rights from the Allottee as described in Section 2(3) below (Observations about the proposed
fundraising), and the events justifying termination of the Purchase Agreement. Such premature redemption will
force the Company to procure a certain amount of funds from other sources for the purpose of enforcing theredemption. Under existing circumstances, the Company will use its cash on hand for premature redemption.
Outline of the Bonds
1. Bond name
2.
3.
4.
5.
6.
7.
8.
9.

Total amount of the bonds
Amount per bondPayment date
Maturity date
Coupon rate
Issue price
Maturity value
Method of redemption

BrightPath Biotherapeutics Co., Ltd. Series 2 Unsecured
Bonds
500,000,000 yen
12,500,000 yen
November 30, 2023
November 29, 2024
0% per annum
100 yen for a 100-yen par value
100 yen for a 100-yen par value
One-time lump-sum repayment on the maturity date
The Bond Purchase Agreement will stipulate that theBondholder may ask for premature redemption of the Bonds,
in whole or in part, at 100 yen for a 100-yen par value during
the period of six months from the date of issue of the Bonds,
on condition that the Bondholder will inform the Company atleast five trading days in advance, and further on condition
that the cumulative redemption amount (including theamounts redeemed in relation to Additional Bonds) will not
exceed the aggregate amount paid by the Allottee throughexercising the Warrants to the Company. After such sixmonth period has elapsed, the Bondholder may ask forpremature redemption of the Bonds, in whole or in part, withno upper limit on the redemption amount, at 100 yen for a
100-yen par value by informing the Company at least 20
trading days in advance.
The Company may at any time demand by informing theBondholder at least 20 trading days in advance that the4

10.

Subscriber for the total
amountBondholder accept premature redemption of the Bonds, inwhole or in part, at 100 yen for a 100-yen par value.
The Company will be obligated to redeem all of the thenoutstanding Bonds even before maturity if any of thepredetermined events occurs, which include the events
triggering the Company’s acquisition of the Bonds as
specified in the terms and conditions for the Warrants, theCompany’s receipt of a notice of exercise of appraisal rightsfrom the Allottee as described in Section 2(3) below(Observations about the proposed fundraising), and thetermination of the Purchase Agreement.
Macquarie Bank Limited

The Bonds will be issued as part of the bond facility to be specified in the Bond Purchase Agreement (the “BondFacility”). “Additional Bonds” are new unsecured bonds to be issued additionally by the Company to theBondholder under the Bond Facility after the issuance of the Bonds. In the Bond Facility, Additional Bonds can beissued on or before February 28, 2026 if certain predetermined requirements are met. One of such requirements
is that 60% or more of the total amount of the Bonds or Additional Bonds issued have already been redeemed.
The Company may issue Additional Bonds as many times as needed, which must be purchased by the
Bondholder, insofar as the total amount of the Bonds and Additional Bonds issued and outstanding does notexceed 500 million yen and the cumulative amount of the Bonds and Additional Bonds issued does not exceed
1.5 billion yen. The terms and conditions for issuance of Additional Bonds are going to be almost the same as
those for the Bonds; the coupon rate will be set at 0% per annum, and the maturity date will fall on the business
day after 12 months following the date of issue of the Additional Bonds or the business day after 35 months
following the date of issue of the Bonds (October 31, 2026), whichever comes earlier. Additional Bonds will be
redeemed in the same way as described in Column 9 (Method of redemption) in the table above. If Additional
Bonds are issued, the proceeds from such issue will be used for the same purposes as the intended use of theWarrants. The proceeds from the exercise of the Warrants will be used to redeem Additional Bonds, in general,
insofar as there are unredeemed Additional Bonds. The Bond Facility allows the Company to promptly procure acertain amount of funds without interest even before remaining Warrants are exercised, insofar as the bondredemption is effected as scheduled and other predetermined requirements are met.
(3) Observations about the proposed fundraising
Under the scheme of this Fundraising, the Company will allot the Warrants to the Allottee, and the Allottee’s
exercise of the Warrants will enable the Company to procure new funds. As explained in Section 2(2) before, thescheme of issuing the Bonds to the Allottee (Macquarie Bank Limited) at the same time as issuing the Warrants
allows the Company to procure a certain amount of funds before the Warrants are exercised and to use theproceeds from the exercise of the Warrants for capital expansion and bond redemption.
This Fundraising is characterized as follows. In light of present stock market conditions and the intended use of
new funds, what is important for the Company is to successfully procure necessary funds while ensuring its
discretionary power. Since the former objective can be achieved by the issuance of the Bonds and the latter canbe ensured through the issuance of the Warrants, the Company has determined that this Fundraising is the mostappropriate on this occasion.
will be ensured through the issuance of the Warrants(i) Procuring a significant amount of funds at the very start
At the time of issuing the Bonds, the Company can procure a significant amount of funds. Subsequently, theCompany can issue Additional Bonds insofar as the cumulative issue amount does not exceed 1.5 billion yen(which includes the amounts of the Bonds issued) and the total amount of the Bonds and Additional Bonds
outstanding is not to exceed 500 million yen. This means that the scheme of this Fundraising will allow the
Company to raise certain amounts of funds with no need to wait for the exercise of the Warrants which willremain unexercised at that time.
(ii) Fixing the number of shares to be issued
At the time of issuing the Warrants, the total number of shares covered by those warrants is fixed at
15,660,000 shares, as indicated in the terms and conditions for the Warrants. This number will remainunchanged, regardless of stock price fluctuations in the market in the future. If a share split or any other similar
event occurs, the number of shares to be issued may be adjusted in accordance with the terms and conditions
as aforesaid.
(iii) Acquisition of the Warrants
The Warrants are designed to allow the Company to acquire all or part of remaining unexercised warrants at
an amount equivalent to their issue price in the event that the Bonds and Additional Bonds are fully redeemed.
Such acquisition is subject to the approval of the Company’s board of directors and the notification by theCompany to the warrant holder(s) at least 20 trading days in advance. The Company may choose to acquire theWarrants if its capital needs decrease or its capital policy is changed later on, with a view to preventing dilution
and ensuring flexibility in the Company’s planning and implementation of capital policies.
(iv) Blackout period
The Purchase Agreement is going to stipulate blackout periods. During the exercise period for the Warrants,
the Company may specify a period for which the Allottee is prohibited from exercising the Warrants (a “blackout
period”) up to four times. Each blackout period cannot exceed 10 consecutive trading days. When setting a5

blackout period, the Company must notify the Allottee in writing at least three trading days prior to the start dateof the blackout period. The minimum interval between blackout periods is five trading days. The Company may
shorten any blackout period upon notice to the Allottee. During the period from the date of notification provided
under Section 14(1) or (2) of the Terms and Conditions for the Warrants to the acquisition date, or during theperiod for which there are unredeemed Bonds or Additional Bonds, no blackout period can be set. Eachblackout period will be specified in light of movements of the Company’s stock price and other circumstances. A
blackout period, if specified, will be promptly disclosed by the Company.
(v) Transfer restriction
The Purchase Agreement is going to stipulate restrictions on transfer of the Warrants since they are to beissued under the scheme of third-party allotment, that is, allotment of securities to specified third parties. The
Allottee may not transfer the Warrants to any third party without the approval of the Company’s board of
directors, except for transfers between the Allottee and its affiliated companies.
<Disadvantages>(i) Limited access to a large number of unspecified prospective investors
Since new securities are issued to the Allottee alone under the scheme of third-party allotment, the Company
has fewer opportunities to interact with an unspecified number of new investors and solicit their investments.
(ii) Possibility that the amount of funds raised may fall far below the initially estimated amount if the stock price issluggishIn such case where the stock price remains lower than the Minimum Exercise Price for a long period of time,
the Warrants will not be exercised. In this event, the amount procured by the Company may fall far below theinitially estimated amount. The Company will face the same situation if the stock price is lower than the initial
exercise price.
(iii) Possibility of a decline in the Company's stock price as a result of the Allottee's sale of the Company's sharesin the market
The Allottee's holding policy for the Company’s common stock is short-term holding. Under this policy, theAllottee is surely going to exercise the Warrants and sell the shares acquired through such exercise in themarket. In light of the current liquidity of the Company’s common stock, the Allottee’s sale of shares in the
Company is likely to cause the stock price to decline.
(iv) Exercise of appraisal rights
The Purchase Agreement is going to stipulate that the Allottee may at its discretion to ask the Company inwriting to purchase all or part of the Warrants once any of the predetermined conditions has been met. The
predetermined conditions in this regard are as follows.
(a) On any specific trading day, the volume weighted average price of the Company’s common stock inregular trading on the Tokyo Stock Exchange for 20 consecutive trading days immediately preceding
such specific trading day falls below 50% of the closing price of the Company's common stock in regular
trading on the Tokyo Stock Exchange on November 13, 2023 (57 yen). This threshold will be adjusted
accordingly when the exercise price is adjusted under Section 11 of the Terms and Conditions for the
Warrants.
(b) On any specific trading day, the average daily traded value of the Company’s common stock in regular
trading on the Tokyo Stock Exchange for 20 consecutive trading days immediately preceding suchspecific trading day falls below 25,000,000 yen.
(c) Transaction of the Company’s common stock in the Tokyo Stock Exchange is suspended for 5 or moreconsecutive trading days.
Upon the Allottee’s request for such purchase, the Company must purchase those Warrants in full, in returnfor the payment of an amount equal to their issue price, on the 15th trading day following the date of arrival of
the Allottee’s purchase request (or on the expiration date of the exercise period for the Warrants if it comes
earlier than the 15th trading day as aforesaid). If the Allottee asks the Company to purchase the Warrants, theCompany cannot obtain the proceeds that would otherwise be generated from the exercise of the Warrants. In
this case, the amount of funds raised by the Company may fall below the initially estimated amount.
Furthermore, the total amount of funds ultimately raised under the proposed scheme of the Warrants may be
reduced because the Company must pay an amount equal to the sum of the gross proceeds that would
otherwise be received from the Allottee for the Warrants.
(v) Restriction on issuance of equity securities
The Purchase Agreement is going to restrict the Company from issuing equity securities. The Company, in
general, requires the approval in writing from the Allottee in advance of issuance of common stock, warrants orother equity securities that are either convertible to or with options to acquire stock or warrants from the entering
date into the Purchase Agreement until the earliest date on which (1) the exercise period for the Warrants is
expired, (2) all the Warrants are executed, (3) the Company acquires all the Warrants from the Allottee and (4)the Purchase Agreement is cancelled. This rule does not apply, however, to the certain cases including that
the Company issues stock options or stock with restriction on transfer and that the Company issues equity
securities to the third party as part of business alliance with such party.
<Comparison with alternative financing schemes>
The Company evaluates this Fundraising and other alternative financing schemes as follows.
(i) Public offering
The Company has concluded that public offering is not appropriate on this occasion. While public offering could
attract new capital from new investors, it would simultaneously cause dilution of earnings per share all at onceand have a significant impact on the stock price. During the course of considering this Fundraising and otheralternatives, no securities companies recommended public offering solutions to the Company.
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(ii) Pro rata allotment of new shares to existing shareholders
Issuing new shares and allotting them to existing shareholders on a pro rata basis is preferable in that it will notcause dilution. By this method, however, new capital is sourced from existing shareholders only and whether toparticipate in the capital increase or not is left to each shareholder’s decision. For this reason, it is determineddifficult to procure the necessary amount of funds in full on this occasion.
(iii) Allotment of new shares to specified third parties (the so-called third-party allotment of shares)
While third-party allotment is effective for immediate fundraising, it is found inappropriate on this occasion since
it would cause dilution of earnings per share, as with public offering solutions.
(iv) Moving stock convertible bonds (MSCB)MSCB is a kind of convertible bonds with warrants in which the exercise price is not predetermined and decided
in tandem with the underlying stock price, and the terms and conditions for their issuance and exercise arediversified today. The total number of shares to be delivered upon each conversion cannot be fixed, in general,
before the conversion is completed. Due to this structure, the number of dilutive shares will increase if theexercise price is lowered, which would significantly and directly affect the stock price. The Company has
therefore decided not to choose MSCB solutions.
(v) Allotment of warrants without contribution (rights offering)
There are two types of rights offerings: one is underwritten by a financial instruments business operator basedon an underwriting agreement between the issuing company and such underwriter, and the other is issued
without such underwriting for which the warrant exercise is left to each warrant holder’s discretion. The former
type requires high costs including underwriting fees. Regarding the latter type, the Company is not eligible
because it recorded ordinary losses for the most recent two business years and cannot meet the listing criteria
set forth in Rule 304, Paragraph 1, Item (3)a of the Securities Listing Regulations established by the Tokyo Stock
Exchange.
(vi) Debt financing
Debt financing is a good solution in the ongoing low interest rate environment. However, additional borrowing
increases the borrower’s total debt balance and may adversely affect its financial soundness. In addition, thecommitment lines currently offered to the Company by its banks are not sufficient to procure the full amounts
necessary for its business.
Taking into consideration the characteristics of the Company’s business, its present financial condition and theintended use of new funds, the Company has concluded that capital-based financing is the best optimal choiceat present. Since debt financing is a highly flexible fundraising solution, the Company desires to retain aborrowing capacity available for future execution of business strategies, rather than using credit lines for thisfundraising.
Compared to these alternatives, the fundraising scheme proposed by the Allottee enables the Company toprocure its necessary amount in part in the form of the proceeds from issuance of the Bonds purchased by the
Allottee when simultaneous issuing the Warrants and the Bonds to the Allottee. In addition, the combination of
the Warrants and the Bonds can mitigate an immediate adverse impact on the Company’s stock price that mightotherwise be caused by the exercise of the Warrants. This is because exercising the Warrants in phases will befollowed by the redemption of the Bonds in phases. After considering these advantages, the Company has
determined that the fundraising scheme proposed by the Allottee is more feasible for the Company and more
beneficial for existing shareholders than other financing alternatives.
3. Fundraising Amount, Intended Use and Disbursement Schedule(1) Expected fundraising amountGross proceeds (yen)
Estimated funding costs (yen)Net proceeds (yen)1,633,807,800
20,000,000
1,613,807,800
Notes
1.
The total amount of gross proceeds is the sum of the total issue price of Series 16
warrants (5,167,800 yen) and the total amount to be contributed through warrants
exercise (1,628,640,000 yen).
2.
The amount of estimated funding costs does not include Japanese national and local
consumption taxes.
3.
The total amount of gross proceeds is calculated on the assumption that all Series
16 warrants are exercised at the initial exercise price. If the exercise price issubsequently revised or adjusted, the total amount of gross proceeds and theestimated amount of net proceeds will vary. If the warrants are not exercised in fullwithin the predetermined exercise period, or if the Company cancels its acquired
warrants, the total amount of gross proceeds and the estimated amount of net
proceeds will decrease.
4.
The amount of estimated funding costs is the sum of legal fees, valuation costs,
registration-related costs, and other related costs and expenses.

7

(2) Intended use and disbursement schedule
The resolution to issue Series 16 warrant has been approved for the purpose of funding for researchand development of cancer immunotherapy pipelines. The projects to be covered by the proceeds fromthese warrants and the schedule for disbursing major project costs are as follows.
Project covered by new funds

Project cost
（millions of yen）
1,370
1,227
143

R&D of cancer immunotherapy pipelines－Cell therapy－Antibody

1.

2.

3.
4.

December 2023 –December 2024

December 2023 –December 2024
Total
1,614
―
Among the proceeds from the exercise of the Warrants, an amount equivalent to 500
million yen will be scheduled to be used for redeeming the Bonds. If Additional Bonds
are issued, the proceeds from the exercise of the Warrants may be used in part forredeeming those Additional Bonds. However, the primary purpose of use of theproceeds from the issuance of the Bonds and Additional Bonds is either of the projects
described in the table above, whichever will be implemented earlier. For more details
about the Bonds, please see <Outline of the Bonds> in Section 2(2).
The funds to be raised will be disbursed preferentially for either of the projects
mentioned above, which will be implemented earlier. If necessary amounts are notprocured as scheduled, the Company’s disbursement will not go as planned. On theother hand, if the amount actually procured at any specific time is larger than theplanned amount, the surplus amount will be allocated appropriately to both projects inlight of their progress.
The amounts actually procured will be deposited in the Company's bank accounts or
managed in the form of any other low-risk assets until those amounts are disbursed forthe planned purposes.
If the Company cannot procure sufficient amounts through the Allottee’s warrant
exercise during the scheduled disbursement period, the Company will allocate available
amounts to the cell therapy pipeline in priority to other projects and may seek any
alternative fundraising solution or revise the business plan underway.

Working capital
Notes

Time for disbursement244

The costs and disbursements for the projects described in the foregoing table are detailed as follows.
Whether the proceeds from the exercise of the Warrants can be obtained or not and when to exercise thosewarrants will depend on the warrant holder’s decisions, and there is a possibility that the exercise price ofthe Warrants may be revised or adjusted. Since the Company cannot fix the amounts of bond proceeds andthe time schedule for obtaining those proceeds at this moment, the estimated amounts of proceeds and theschedule for disbursement of the funds indicated above may vary in the future.
(i) R&D expenses for cancer immunotherapy pipelines
In the current fiscal year, BP2201 is scheduled to achieve the milestone to complete an investigatorinitiated clinical trial of iPS cell-derived NKT cells (non-CAR iPS-NKT) for head and neck cancer, which
will be followed by clinical safety assessment through the world’s first-in-human administration of iPSNKT cells. In parallel, the Company is developing a prototype product serving as a model for CARtransduced iPS-NKT (CAR-iPS-NKT), aiming to embark on platform licensing transactions for CAR-iPSNKT with big pharma. While obtaining experimental data for profiling the characteristics of CAR-iPS-NKT,
the Company will introduce various advanced technologies from third parties and incorporate them into
CAR-iPS-NKT cells, including CRISPR, a gene editing technology developed by Artisan Bio. The funds
to be raised will be used not only for experiments in the Company’s laboratory, but also for the paymentof license fees to Artisan Bio and other licensors and the preparation of materials and facilities for GMPcompliant manufacturing. The near-term goal is to advance non-clinical testing and manufacturingoutsourcing for the prototype product to a considerable extent.
The Phase I investigator-initiated clinical trial for BP2301, an autologous anti-HER2 CAR-T cell therapy,
is currently underway at the Company’s collaborator, Shinshu University. Since this clinical trial is mostly
funded by a research grant from the Japan Agency for Medical Research and Development (AMED), a
large part of new funds to be allocated to BP2301 will be spent to pay for the Company’s researchpersonnel costs and other related expenses during the periods of clinical trials. If clinical safety andefficacy is confirmed in the clinical trials, the opportunities for the Company’s licensing transactions will
be greatly expanded. After the previous fundraising (Series 15 warrants) was approved in January 2022,
Shinshu University's acceptance of this grant program was decided in March 2022. Although the amountactually procured after the warrant exercise in the previous fundraising did not reach the originally planned
budget due to weak stock prices, the shortfall was partially offset by a decrease in the amount planned
to be appropriated to this project.
8

Regarding the antibody drug pipeline, a proof-of-concept study using a mouse model (in vivo) is
underway. The effort to obtain further non-clinical data for antibody profiling will follow, with the aim ofpreparing for licensing to a major pharmaceutical company. New funds to be allocated to this pipeline will
cover the costs for contract research, research reagents and research personnel.
In addition, the Company has raised funds for disbursement to the cancer vaccine pipeline such assummarizing GRN-1201 clinical data for potential out-licensing purposes or BP1209 non-clinical studies
by the last fundraising.
(ii) Working capital
The Company's business activities include research and development for drug discovery and nonclinical and clinical development, commercial development centered on licensing transactions (both inlicensing and out-licensing), and support and management of research and development projects.
Working capital is used to cover R&D expenses explained in Item (i) above as well as general andadministrative expenses, which include personnel expenses for researchers and other staff, remuneration,
rents, travel and transportation expenses, and business taxes. The estimated amount to be allocatedfrom new funds to cover such non-R&D expenses is calculated based on the Company's actual results
for the past years.
The following is a summary of the Company's use of the funds procured from Series 15 warrants, whichwere issued based on a resolution approved by the board of directors in January 2022. Those warrants
had been fully exercised until November 2022, and the funds procured have been disbursed in phases
until July 2023. While the cumulative amount procured from Series 15 warrants did not reach the originallyplanned amount upon completion of the warrant exercise in full in November 2022, the shortfall is partly
covered by an AMED grant through Shinshu University, the co-developer of BP2301, and offset in otherparts by a decrease in the total project cost as a result of moving the project completion forward from
September 2023 to July 2023.
Cell therapy:
iPS-NKT: Developed the manufacturing method; developed prototype CD19/HER2 CAR-iPSNKT; opted in for the licensing option from RIKEN
BP2301 (anti-HER2 CAR-T): Developed the clinical trial implementation system; developed cellprocessing facilities; prepared for drug production before starting a clinical trial
Antibody:
Achieved pre-clinical proof of concept including tumor growth inhibition in animal models
Established a stable production technology for bi-parasitic and bispecific antibodies
Cancer vaccine:
Decided to discontinue clinical trials of GRN-1201 in the US, seeking to find a new path to restart
the project
Improved the prediction accuracy of the fully personalized neoantigen prediction algorithm for
BP1209(1) R&D for cancer immunotherapy
pipeline－Cell therapy－Antibody－Cancer vaccine

900

Amount offunds alreadyspent(millions of
yen)
577

500
325
75

322
180
75

(2) Working capital

207

Project covered by new funds

Notes

Amount of funds
planned to be
spent (millionsof yen)Time fordisbursement

July 2022–
July 2023

July 2022–
July 2023
775
Total
1,107
－
Funds amounting to 775 million yen was procured while the amount originally planned
was 1,107 million yen.

Additional information: Development pipelines
The chart below shows the current progress of development pipelines.

9197

4. Justification for the Intended Use of New Funds
As explained in Section 2(1) above, the Company is convinced that this Fundraising and the intended
use of new funds therefrom for the existing projects will contribute to improving the Company's value inthe future. Improving the Company’s value in this way will eventually contribute to enhancing the interestsof existing shareholders.
5. Reasonableness of the Terms and Conditions for this Financing(1) Pricing for warrants
The Company asked Akasaka International Accounting Co., Ltd. (headquartered at 1-1-8 Akasaka,
Minato-ku, Tokyo and represented by Kenzo Yamamoto), an independent appraiser, for valuation ofSeries 16 warrants based on the proposed terms and conditions and the drafted Purchase Agreement.
For the purpose of the valuation, the appraiser adopted the Monte Carlo method after examining andcomparing this method and other pricing models such as the Black-Scholes model and the binomial
model. Monte Carlo simulation is a general price calculation model capable of reflecting the terms andconditions for issuing warrants and the terms conditions to be contained in the purchase agreement for
warrants relatively and appropriately in the valuation results. The appraiser’s valuation was conductedbased on certain preconditions defined for the valuation purpose. Such preconditions include thefollowing data for the Company's shares as of the reference date (November 13, 2023): the stock price(114 yen), volatility (64.4%), expected dividend (0 yen per share) and risk-free interest rate (0.2%).
According to other preconditions, the Company is supposed to refrain from exercising its put options toacquire warrants, and the Company is expected to invoke Exercise Designation when the Company's
financing needs arise.
After closely examining the appraiser’s valuation based on the preconditions described above andconsulting with the prospective allottee, the Company has set the amount to be paid in for one warrant
at 33 yen, which is the same amount as proposed by the appraise. The initial exercise price of thewarrants is set at 104 yen, an amount equivalent to 92% of the closing price of the Company’s common
stock in regular trading on the Tokyo Stock Exchange on November 13, 2023, and the discount rate forrevising the exercise price is set at 8%. This discount rate was fixed based on discussions with theprospective allottee, paying due regard to the nature of this Fundraising, which forces the warrant holder
to exercise its warrants at the timing designated by the Company, and taking into consideration the riskof stock price fluctuations, liquidity of the Company's common stock and stock price trends that must be
accepted by the Allottee.
In the course of the valuation, the appraiser considered some potential events that could affect the fairvalue of the warrants and calculated the fair value using a Monte Carlo simulation, which is a methodcommonly used for this kind of valuation. Therefore, the appraiser’s valuation is considered to bereasonable. In the context of fixing the amount to be paid in for the warrants by reference to suchreasonable valuation result, the Company has finally set the paid-in amount at the same value ascalculated by the appraiser. The Company has therefore determined that the paid-in amount set in thisway does not constitute a particularly favorable value and concluded that it is a fair and reasonable price.
All three incumbent company auditors (including three outside company auditors) of the Company haveexpressed an opinion upholding the legitimacy of the directors' conclusion that the terms and conditions
for issuing these new warrants do not constitute a favorable issuance, as a result of their audit based on
their duties under the Companies Act.
10

(2) Grounds for concluding that the number of shares to be issued and the scale of share dilution arereasonable
The number of shares of the Company's common stock to be issued after the exercise of all Series 16
warrants is 15,660,000 shares (the number of voting rights represented by such shares is 156,600),
resulting in the dilution ratio of 24.90% based on the total number of issued shares of the Company asof September 30, 2023 at 62,891,200 shares (the number of voting rights represented by such shares is628, 809) as the denominator (and the dilution ratio for the number of voting rights represented by suchshares is 24.90%). The past trading data for the Company’s common stock used to verify the adequacyof the number of shares as aforesaid (15,660,000 shares) are as follows: the average daily trading
volume for the past six months is 688,843 shares, the average daily trading volume for the past threemonths is 673,076 shares, and the average daily trading volume for the past one month is 503,210
shares. If all shares issued from all Series 16 warrants during the exercise period of two years (250
trading days per year) are to be sold on the market in the future and such sale causes the maximum
dilution, the impact on trading on the secondary market is estimated at the daily sales volume of 20,880
shares (3.03% of the average daily trading volume during the past six months). This means that theCompany's shares have a certain degree of liquidity, even taking into consideration the total number ofshares underlying Series 16 warrants. The Company therefore determines that the sale of its shares tobe issued through the exercise of Series 16 warrants can be absorbed by the liquidity of the Company's
shares.
Given that the Company can control warrant exercise to a certain level by designating the time andquantity for each exercise, the Company can prevent a surge in the number of the Company’s issued
shares. Meanwhile, this Fundraising is expected to underpin the Company's growth strategy andcontribute to enhancing the Company’s value, which will eventually benefit existing shareholders. In
terms of the substance and quantity, the Company believes that this Fundraising is adequately designed
to improve the corporate value and stock value of the Company.
The warrants are accompanied by call options that allow the Company to acquire remaining andunexercised options at its discretion. If the Company’s funding needs decline for some reason or a moreadvantageous fundraising method is available to the Company in the future, the Company can acquire
warrants to prevent the number of shares from increasing beyond necessity.
Taking into consideration all the factors explained above, the Company has concluded that the quantityof Series 16 warrants and the scale of dilution of shares are reasonable and acceptable.
6. Reasons for Appointment of the Allottee(1) Profile of the Allottee
1
Name
Macquarie Bank Limited
2
Head office
Level 6, 50 Martin Places, Sydney NSW 2000 Australia
3
Representative
G. R. Stevens AC, Chair
S. Green, CEO4
Description of business
Commercial Bank
5
Capital stock
AU$10,161 million (911,340 million yen)
(as of March 31, 2023)
6
Date of establishment
April 26, 1983
7
Shares outstanding
696,603,664 shares (as of March 31, 2023)
8
Fiscal year end
March 31
9
Number of employees
15,990 (as of March 31, 2023)
10 Main customers
Individual and corporation
11 Main banks－
12 Major shareholders andMacquarie B. H. Pty Ltd. 100%
their shareholding ratio
13 Relationship with the Company
Capital relationship
There is no capital relationship between BrightPath and
Macquarie Bank Limited that should be noted. No reportable
capital relationship is found between any relevant person oraffiliated entity of BrightPath and any relevant person or affiliatedentity of Macquarie Bank Limited.
Personal relationship
There is no personal relationship between BrightPath and
Macquarie Bank Limited that should be noted. No reportablepersonal relationship is found between any relevant person oraffiliated entity of BrightPath and any relevant person or affiliatedentity of Macquarie Bank Limited.
Business relationship
As of February 1, 2022, the Company issued to the Allottee Series
15 Warrants Subject to Moving Strike Price, with the number ofpotential shares issuable at 10,500,000 shares, and Series 1
Unsecured Bonds (privately placed bonds), with the total amountof bonds at 300 million yen. All Series 15 warrants were fully
exercised, and Series 1 unsecured bonds (PPB) were fully
redeemed. Except as explained above, there is no business11

relationship between the Company and the Allottee that should be
noted.
Status as an affiliated entity Macquarie Bank Limited is not a relevant person of BrightPath.
None of the relevant persons and affiliated entities of Macquarie
Bank Limited is a relevant person of BrightPath.
14 Business results and financial standing for the past three years
Fiscal year
Fiscal year ended
Fiscal year ended
Fiscal year ended
March 2021
March 2022
March 2023
Consolidated net assets (yen)1,187,283 million
1,515,780 million
1,825,371 million
Consolidated total assets (yen)Consolidated net assets per
share (yen)Consolidated net revenue (yen)Consolidated operating income(yen)Consolidated net income (yen)Consolidated net income pershare (yen)Dividend per share (yen)Note18,293,297 million

29,494,618 million

29,671,515 million

1,466.28

1,759.74

2,620.39

590,098 million

805,975 million

1,147,225 million

193,859 million

309,348 million

485,313 million

141,387 million

229,206 million

350,239 million

222.88350.15510.7766.49
0.00
353.94
Amounts shown in “Business results and financial standing for the past three years” areconverted at 84.36 yen per AU$, TTM as of March 31, 2021, for FYE March 31, 2021, 92.00
yen per AU$, TTM as of March 31, 2022, for FYE March 31, 2022, and 89.69 yen per AU$ TTM
as of March 31, 2023, for FYE March 31, 2023, respectively.

(2) Reasons for appointing Macquarie Bank Limited as the Allottee
BrightPath examined various fundraising solutions including both direct and indirect financing. In this context,
around July 2023, the Company received a proposal from Macquarie Capital Securities (Japan) Limited (locatedat 1-3 Kioicho, Chiyoda-ku, Tokyo, Japan and represented by Takuji Watanabe), acting as a financial intermediary,in which BrightPath would issue and allot new securities to Macquarie Bank Limited, the allottee in the previous
fundraising in 2022. As a result of comparing and scrutinizing proposals from multiple securities firms, theCompany has determined that the fundraising structure and basic terms and conditions proposed by Macquarie
Capital Securities and Macquarie Bank Limited and other detailed conditions of the proposed scheme as
subsequently confirmed through interviews with them can satisfy the Company’s funding needs. Then, theCompany finally decided to appoint Macquarie Bank Limited as the Allottee. Macquarie Bank Limited’s global
track record, business strategy and securities holding policy have convinced the Company that Macquarie Bank
Limited is suitable as the Allottee who is to hold the Warrants to be newly issued.
Note:
The Company’s issuance of the Warrants to Macquarie Bank Limited will be effected through theintermediary service to be provided by Macquarie Capital Securities as a member of the Japan
Securities Dealers Association (JSDA). The offering of the Warrants will be implemented inaccordance with the Rules Concerning Handling of Allotment of New Shares to Third Party, Etc.
established by the JSDA.
(3) Holding policy of the Allottee and measures for controlling warrant exercise
In the course of discussions between the Company and the Allottee, the Allottee’s manager has verbally indicatedits intention of constantly paying close attention to expected impacts on the market when investing in the
Company, while the Allottee’s official holding policy is pure investment and the Allottee will aim to sell the
Company’s common stock to be acquired through the exercise of the Warrants within a relatively short term.
After the effective date of the registration to be filed under the Financial Instruments and Exchange Act of Japan,
the Company and the Allottee will conclude the Purchase Agreement for the Warrants.
Under the Purchase Agreement, the Allottee’s warrant exercise is restricted, in principle, to the extent that the
number of shares to be acquired through warrant exercise during any single calendar month will not exceed 10%of the number of listed shares as of the payment date for the warrants exercised ("Overstepping Exercise"). This
restriction is introduced in accordance with Article 434, Paragraph 1 of the Securities Listing Regulations
established by the Tokyo Stock Exchange, Article 436, Paragraphs 1 through 5 of the Enforcement Rules for
Securities Listing Regulations, and Article 13 of the Rules Concerning Handling of Allotment of New Shares toThird Party, Etc. established by the JSDA.
To be more specific, the Purchase Agreement is going to stipulates the following rules.
(i) Overstepping Exercise by the Allottee is prohibited.
(ii) Before each warrant exercise, the Allottee must confirm with the Company whether or not the intended
exercise constitutes Overstepping Exercise.
(iii) If the Allottee intends to transfer the Warrants, the Allottee must have the transferee accept and agree on thesame rules as described in (i) and (ii) above in advance.
(iv) If a transferee acquiring the Warrants from the Allottee intends to resell those warrants to another third party,
the Allottee must have such third party accept and agree on the same rules as described in (i) and (ii) above
in advance.
12(v) The Company will disallow Overstepping Exercise by the Allottee.
(vi) The Company will make an agreement with a transferee acquiring the Warrants from the Allottee (or anotherthird party acquiring them from such transferee) as to the restriction in the same substance as Overstepping
Exercise.
(4) Confirmation of the existence of financial resources necessary for the Allottee’s contribution in this Fundraising
According to the FY 2023 annual report (compliant with Australia’s Corporations Act 2001) and related disclosure
documents issued by Macquarie Bank Limited, the balance of cash and cash equivalents recorded by Macquarie
Bank Limited as of March 31, 2023 on a standalone basis is 56,563 million Australian dollars (equivalent to5,073,135 million yen, converted at 89.69 yen as the reference exchange rate (TTM) published by MUFJ Bank,
Ltd. on March 31, 2023). The Company therefore determines that Macquarie Bank Limited has sufficient funds
capable of subscribing for and exercising the Warrants.
(5) Agreements concerning share certificate lending
Between the Allottee and the Company or any of its officers, there is no agreement for borrowing and lending ofshare certificates in relation to the shares of the Company’s common stock to be issued through exercise of thewarrants. No such agreement is planned to be concluded in the future as well.
(6) Status of the Allottee
Macquarie Bank Limited is a wholly owned subsidiary of Macquarie B.H. Pty. Ltd. Macquarie B.H. Pty. Ltd. is awholly owned subsidiary of Macquarie Group Limited, which is listed on the Australian Stock Exchange (ASX)and subject to supervision and regulation by the Australian Prudential Regulation Authority (APRA). Macquarie
Group seizes control of Macquarie Bank International, a UK bank supervised and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority of the UK. In Japan, Macquarie Capital Securities(Japan) Limited, as an affiliate of the Allottee, is registered and authorized to conduct Type 1 Financial
Instruments Business and subject to supervision and regulation by the Financial Services Agency of Japan. To
ascertain these facts about Macquarie Group and its affiliates including Macquarie Bank (the Allottee), theCompany interviewed the Allottee’s managers, examined the information released on the APRA website andscrutinized the Allottee’s annual reports and other disclosure documents. The Company has obtained andconfirmed a written statement issued by the Allottee proving that none of the Allottee and its officers and major
shareholders have any relationship with antisocial forces. Based on this, the Company has determined that noneof the Allottee and its officers and major shareholders has any involvement with antisocial forces and submitted
a written confirmation to this effect to the Tokyo Stock Exchange.
7. Major Shareholders and Shareholding Ratios
Pre-allotment (as of September 30, 2023)
Rakuten Securities, Inc.

1.17%

JP Morgan Securities Japan Co., Ltd.

0.72%

Mitsubishi UFJ Capital Co., Ltd.

0.72%

Hiroshi Akeo (Mr.)

0.64%

Takehiko Nakasato (Mr.)

0.62%

Shunsuke Nakamura (Mr.)

0.59%

Kazuhiko Kaneko (Mr.)

0.56%

SBI Securities Co.

0.53%

Japan Securities Finance Co., Ltd.

0.48%

Morgan Stanley MUFG Securities Co., Ltd.

0.44%

Notes:

1.
2.
3.

The shareholding ratios are calculated based on the number of shares on theshareholder register as of September 30, 2023.
The figures are rounded to two decimal places.
The Allottee’s official holding policy is pure investment and it is possible the Allottee
will aim to sell the Company’s common stock. Neither lineup of major shareholders
nor their shareholding ratios after the allotment is shown since the Allottee does notcommit to hold the Company’s common stock for a long term.

8. Future Outlook
The Proposed Fundraising is expected to contribute to enhancing the Company's corporate value andshareholder value over the medium to long term.
The effects this change will have on the Company’s earnings forecast for the current fiscal year are minor though
the Proposed Fundraising propels the Company’s development and research activities.
9. Procedures Required under the Code of Corporate Conduct
The Proposed Fundraising causes no change of controlling shareholders, and the dilution ratio is less than 25%
under this Fundraising. No such change is expected to occur even when all warrants are exercised. While listedcompanies are required to obtain an opinion from an independent third party and confirm the intent of each13

shareholder in certain cases of third-party allotment under Rule 432 of the Securities Listing Regulations of theTokyo Stock Exchange, this Fundraising does not constitute the third-party allotment requiring such procedures.
10. Business Results and Equity Finance for the Last Three Years(1) Business results for the last three years(Thousands of yen)
Fiscal year ended
Fiscal year ended
March 2021
Net sales

Fiscal year ended

March 2022

March 2023

2,504

15,4085,280

Operating loss (-)(1,732,802)(1,476,033)(1,467,059)

Ordinary loss (-)(1,738,636)(1,481,945)(1,473,774)(1,719,634)(1,484,192)(1,485,633)

Net loss per share (yen)(36.14)(28.55)(24.90)

Dividend per share (yen)

－

－

－

69.10

45.40

24.60

Net loss (-) ornet loss attributable to owners of
the parent (-)

Net assets per share (yen)(2) Number of issued shares and potential shares (as of September 30, 2023)
Number of shares
Number of issued shares

Ratio

62,891,200

100.0%

790,900

1.26%

―

―

―

―

Number of potential sharesissuable at the current exercise
price
Number of potential sharesissuable at the minimum exercise
price
Number of potential sharesissuable at the maximum exercise
priceNote: All potential shares in this table are shares issuable through exercise of stock options.
(3) Recent stock prices
i. Past three years (yen)Fiscal year ended

Fiscal year ended

Fiscal year ended

March 2021

March 2022

March 2023

Opening price

220

198

103

Highest price

356

199

270

Lowest price

171

85

61

Closing price

195

103

172

Note: Each stock price was quoted on the Growth Market of the Tokyo Stock Exchange.
ii. Past six months (in 2023)
Jun.

Jul.

Aug.

Sep

Oct.

Nov.

Opening price

139

131

128

133

136

118

Highest price

149

143

136

148

137

125

Lowest price

124

124

110

121

110

113

Closing price

132

127

135

136

117

114

Note: The stock prices for November 2023 are the data as of November 13, 2023.
14

iii. Trading day immediately preceding the date of resolution for the issuance of Series 16 warrants
November 13, 2023
Opening price

116

Highest price117

Lowest price

114

Closing price114(4) Equity finance for the past three years
Series 15 warrants (issued under the scheme of third-party allotment)
Allotment dateFebruary 1, 2022

Number of warrants issued

105,000 warrants

Issue price

35 yen per warrant (3,675,000 yen in total）

Amount of new funds planned to be

1,127,175,000 yen (Net proceeds: 1,107,175,000 yen)raised at the time of issuing the warrants

Breakdown- Amount procured through the warrant issue:

3,675,000 yen- Amount procured through warrant exercise:

1,123,500,000 yen- Total expenses for issue:
Number of issued shares upon theoffering

52,368,000 shares of common stock

Allottee

Macquarie Bank Limited

Status of warrant exercise to date

105,000 warrants exercised

Amount of new funds raised to date

774,619,000 yen

Projects covered by new funds

i. R&D for cancer immunotherapy development
ii. Working capitalTime for disbursementi. July 2022 – September 2023
ii. July 2022 – September 2023

Status of use of new funds to date

As explained in Section 3(2)15

20,000,000 yen

Attachment

BrightPath Biotherapeutics Co., Ltd. Series 16 Warrants
Terms and Conditions
1．Name of the Warrants
BrightPath Biotherapeutics Co., Ltd. Series 16 Warrants（hereinafter referred to as the “Warrant(s)”）
2．Subscription period
Until November 30, 2023
3．Date of allotment
November 30, 2023
4．Payment dateNovember 30, 2023
5．Offering method
All Warrants are allotted to Macquarie Bank Limited by the method of allotment of securities tospecified third parties (third-party allotment).
6．Class and number of shares underlying the Warrants(1) The class and total number of shares underlying all Warrants shall be 15,660,000 shares ofcommon stock of BrightPath Biotherapeutics Co., Ltd. (hereinafter referred to as the “Company”).
The number of shares underlying one Warrant shall be 100 shares (hereinafter referred to as the“Number of Allotted Shares”). If, however, the Number of Allotted Shares is adjusted pursuant toParagraphs (2) through (5) below, the total number of shares underlying all Warrants shall be
adjusted in proportion to the adjusted Number of Allotted Shares.
(2) If the Company conducts a stock split, allotment of shares without contribution or a consolidationof shares for the Company's common stock (hereinafter collectively referred to as “Stock
Reconstruction”), the Number of Allotted Shares shall be adjusted in accordance with the following
formula. However, fractions less than one share arising from the adjustment shall be rounded down.
Number of Allotted Shares after adjustment= Number of Allotted Shares before adjustment x Ratio of Stock Reconstruction(3) If the Company adjusts the Exercise Price (as defined below) in accordance with Section 11 (except
where such adjustment is made due to Stock Reconstruction), the Number of Allotted Shares shallbe adjusted in accordance with the following formula (rounding down fractions less than one sharearising from the adjustment). The Exercise Price before adjustment and the Exercise Price after
adjustment used in this formula shall be the Exercise Price before adjustment specified in Section
11 and the Exercise Price after adjustment specified therein respectively.
16

Number of Allotted Shares

Number of Allotted
Shares after
adjustment

before adjustmentx

Exercise Price
before adjustment=
Exercise Price after adjustment(4) In the event of adjustment pursuant to Section 6, the Number of Allotted Shares after adjustment
shall become effective on the effective date of the Exercise Price after adjustment, which is
specified in any applicable provisions of Items Section 11(2), 11(3) and 11(6).
(5) When intending to adjust the Number of Allotted Shares, the Company shall notify holders of theWarrants (hereinafter referred to as “Warrant Holders”) in writing on or before the day immediately
preceding the effective date of the adjustment, which notification shall state the intention of making
such adjustment, reasons for the adjustment, the Number of Allotted Shares before adjustment,
the Number of Allotted Shares after adjustment, the effective date and other necessary matters. If,
however, the Company is unable to provide such advance notification in the case specified in
Section 11(2)(v) or under any other circumstances, the Company shall provide the notification of
the adjustment promptly after the effective date.
7．Total number of the Warrants
156,600 warrants
8．Amount to be paid in for each Warrant
33 yen per Warrant
9．Value of the property to be contributed upon exercise of the Warrants or method of calculatingsuch value(1) The property to be contributed upon exercise of each Warrant shall be cash, and its value shall bean amount obtained by multiplying the Exercise Price by the Number of Allotted Shares.
(2) The amount per share of the Company’s common stock to be contributed upon exercise of theWarrants (hereinafter referred to as “Exercise Price”) shall initially be 104 yen; provided that theExercise Price may be revised under Section 10 and adjusted under Section 11.
10．Revision of the Exercise Price(1) Subject to Section 10(2), the exercise price shall be revised to an amount equal to 92% of theclosing price of the Company's common stock in regular trading on the Tokyo Stock Exchange on
the trading day (as defined below) immediately preceding the Revision Date (as defined below), or
92% of the last available closing price before said trading day if no closing price is available on thattrading day, rounded down to the nearest one yen. If, however, the trading day immediately
preceding the Revision Date falls on a record date (as defined in Article 144 of the Operational
Rules regarding Book-entry Transfer of Shares, Etc. established by Japan Securities Depository
Center, Incorporated (JASDEC)) for identifying eligible shareholders of the Company’s common
stock or a nonbusiness day of JASDEC on which its service for mediating exercise of the Warrants
is not performed, the fourth trading day preceding the record date in question or the immediately
17

preceding business day of JASDEC on which its service for mediating exercise of the Warrants
was performed shall be used.
A “trading day” means a day on which a trading session is held on the Tokyo Stock Exchange. If,
however, trading of the Company's common stock on the Exchange is suspended or restricted forany reason on a certain trading day, such day shall be treated as a non-trading day.
“Revision Date” means the effective date of the revised Exercise Price in connection with each
exercise of Warrants, that is, the day on which the Company receives a notice of exercise of
Warrants submitted under Section 16(1).
(2) The Exercise Price shall not be less than 57 yen (which is subject to the adjustment under Section11) (hereinafter referred to as the “Minimum Exercise Price”). If the revised Exercise Pricecalculated in the way specified above is to fall below the Minimum Exercise Price, the Minimum
Exercise Price shall be adopted as the revised Exercise Price.
11．Adjustment to the Exercise Price(1) If the total number of issued shares of the Company’s common stock changes or is likely to change
in any of the cases specified in Section 11(2) after the Warrants have been issued, the Company
shall adjust the Exercise Price in accordance with the following formula (hereinafter referred to as
the “Exercise Price Adjustment Formula”).
Numbershares newly

Number of=
Exercise
Price after
adjustment

outstanding
Price

+

issuedordisposed ofsharesExerciseofAmountxcontributed
per share

Market value per share×

beforeNumber ofadjustment

outstanding
sharesNumber of shares+

newly issued or
disposed of(2) The Exercise Price shall be adjusted by the Exercise Price Adjustment Formula in any of thefollowing cases. The Exercise Price so adjusted shall be effective from the day specified for eachapplicable case.
(i)

In the case where the Company newly issues shares of the Company’s common stock or
disposes of any such shares held by the Company at a price less than the market pricespecified in Section 11(5)(ii) (including the cases of allotting shares without contribution),
except where the Company issues or disposes of shares as stock-based compensation
subject to transfer restriction for the Company’s officers or employees, delivers shares basedon exercise of warrants (including those attached to bonds), acquires shares with put options
or shares subject to call, or delivers shares based on exercise of any other right to ask for suchdelivery, or delivers shares of the Company’s common stock in the context of a company split,
share exchange or merger
The Exercise Price after adjustment shall become effective on the payment date (which shallbe the last day of the payment period designated for the offering or on the effective date for18the allotment of securities without contribution, as applicable), or on the day immediately
following the record date, if any, for identifying the shareholders eligible for the allotment insuch issuance or disposition.
(ii)

In the case of issuing shares of the Company’s common stock through a stock split
The Exercise Price after adjustment shall be effective on the day immediately following therecord date for the stock split. The “number of shares newly issued or disposed of” used in the
Exercise Price Adjustment Formula means an increase in the number of shares of theCompany’s common stock arising as a result of the stock split.

(iii) In the case of issuing or granting shares with put options for which shares of the Company’scommon stock are to be delivered at a price lower than the market value specified in Section
11(5)(ii) or issuing or granting warrants (including those attached to bonds) for which theirholders are entitled to ask for the delivery of shares of the Company’s common stock at a pricelower than the market value specified in Section 11(5)(ii),

except where the Company issues

stock options to its officers or employees
The Exercise Price after adjustment shall be calculated by the Exercise Price Adjustment
Formula on the assumption that all put options or all warrants, as the case may be, areexercised under the original conditions. the Exercise Price so adjusted shall become effectiveon the payment date for shares with put options, on the allotment date of warrants, or on theeffective date for the allotment of securities without contribution, as the case may be. If,
however, a record date for identifying the shareholders eligible for the allotment is set, theExercise Price after adjustment shall be effective from the day immediately following the record
date.
(iv) In the case where shares of the Company’s common stock are delivered at a price lower thanthe market value specified in Section 11(5)(ii), in exchange for the Company’s acquisition ofshares subject to call or warrants (including those attached to bonds) subject to call that theCompany has already issued
The Exercise Price after adjustment shall become effective on the day immediately following
the acquisition date.
Notwithstanding the foregoing, if any adjustment to the exercise price made under Item (iii)
occurs before the adjustment made pursuant to the preceding paragraphs in relation to theshares subject to call or warrants (including those attached to bonds) subject to call in question,
the exercise price to be obtained after the latter adjustment shall be calculated withconsideration for the former adjustment.
(v) Notwithstanding Items (i) to (iii) above, if a record date is set in any of the cases described inthose Items and the validity of the Exercise Price after adjustment is subject to the approval of
the shareholders meeting, the board of directors or any other authorized organization of theCompany to be obtained after the record date, the Exercise Price after adjustment shallbecome effective on the day immediately following the approval date. In this situation, if any
Warrant Holder exercises Warrants during the period from the day immediately following therecord date to the approval date, the Company shall additionally deliver shares of its common
19stock to the Warrant Holder in the number calculated by the following formula.
Exercise
Price

Numberofshares−before=adjustment

Number of shares issued at theExercise
Price afterx

Exercise Price before adjustment
during the period in question

adjustment

Exercise Price after adjustment
Fractions less than one share shall be rounded down.
(3) (i)If the Company distributes dividends specified in Item (ii) below after issuing the Warants, theexercise price shall be adjusted in accordance with the formula specified below (hereinafterreferred to as the “Dividend-based Exercise Price Adjustment Formula”). The Dividend-based
Exercise Price Adjustment Formula and the formula for adjusting the exercise price on theoccasion of issuing new shares or other securities are hereinafter collectively referred to as
the “Exercise Price Adjustment Formula.”
Exercise Priceafter adjustment

(ii)

=

Exercise Pricex

before adjustment

Market value per share - Dividend per share
Market value per share“Dividend per share,” which is related to the record date for any dividend falling on or before
the last day of the exercise period for the Warrants specified in Section 12, means the amountof the dividend of surplus for each share of the Company’s common stock payable on therecord date in question (including the amounts of money paid under Article 455(2) and Article
456 of the Companies Act of Japan) or the book value of the dividend property if any property
other than money is to be distributed as a dividend as of the record date. The amount ofdividend shall be calculated as a number in the hundredth place and rounded off to the nearest
tenth place.

(iii) If the exercise price is adjusted on the occasion of a dividend payment, the adjusted exercise
price shall become effective on and after the fifth trading date following the date of theresolution to approve the dividend payable as of the relevant record date pursuant to Article
454 or 459 of the Companies Act of Japan.
(4) If the difference between the Exercise Price after adjustment calculated by the Exercise Price
Adjustment Formula and the Exercise Price before adjustment is less than one yen, the Exercise
Price shall not be adjusted. If ,however, the Exercise Price subsequently needs to be adjusted uponoccurrence of an event requiring adjustment, the amount obtained by subtracting such difference
from the Exercise Price then in effect shall be used as the Exercise Price before adjustment in the
Exercise Price Adjustment Formula.
(5) (i)In the calculation by the Exercise Price Adjustment Formula, the value shall be calculated tothe second decimal place and rounded off to the first decimal place.

(ii)

The market value used in the Exercise Price Adjustment Formula shall be the average closing
price of the Company’s common stock at the Tokyo Stock Exchange for the 30 consecutive
trading days (excluding days on which no closing price is available) beginning on the 45th20

trading day prior to the effective date of the Exercise Price after adjustment (or prior to therecord date, in the case of Item (2)(v) of this Section). In this case, the average value shall becalculated to the second decimal place and rounded off to the first decimal place.
(iii) The number of outstanding shares to be used in the Exercise Price Adjustment Formula shallbe the total number of issued shares of the Company’s common stock as of the record date,
if any, for identifying the shareholders eligible for the allotment or as of the day one monthprior to the effective date of the Exercise Price after adjustment, if there is no such record date,less the number of such common stock shares held by the Company as of the same date. In
the case described in Section 11(2)(ii), the number of shares newly issued or disposed of usedin the Exercise Price Adjustment Formula shall not include the number of shares of theCompany’s common stock to be allotted to such common stock shares held by the Company
as of the record date.
(6) In addition to the case where the Exercise Price is required to be adjusted under Section 11(2) or
11(3), the Company shall consult with the Warrant Holders and make necessary adjustment to the
Exercise Price with the consent of the Warrant Holders in any of the following cases.
(i)

In the case where the Exercise Price needs to be adjusted for the purpose of a consolidationof shares, company split, share exchange or merger(ii)

In the case where the Exercise Price needs to be adjusted due to the occurrence of any otherevent leading to a change or likely to give rise to a change in the number of shares of theCompany’s common stock(iii) In the case where multiple events requiring adjustment to the Exercise Price occurs
sequentially and the effects from a certain event need to be considered for the purpose of
fixing the Exercise Price before adjustment to be used for calculating the Exercise Price after
adjustment in connection with any other event(7) When intending to adjust the Exercise Price (or the Minimum Exercise Price), the Company shallnotify the Warrant Holders in writing on or before the day immediately preceding the effective dateof the adjustment, which notification shall state the intention of making such adjustment, reasonsfor the adjustment, the Exercise Price before adjustment, the Exercise Price after adjustment (orthe Minimum Exercise Price after adjustment), the effective date and other necessary matter. If,
however, the Company is unable to provide such advance notification in the case specified in
Section 11(2)(v) or under any other circumstances, the Company shall provide the notification of
the adjustment promptly after the effective date.
12．Exercise Period for the Warrants
From December 1, 2023 to November 30, 2026
13．Other conditions for exercising Warrants
Exercising any Warrant in part is not allowed.

21

14．Acquisition of Warrants(1) If the Company’s board of directors adopts a resolution to approve the necessity of acquiring
Warrants, the Company may, on the acquisition date determined by the board of directors, acquire
all or part of the Warrants held by the Warrant Holders (excluding the Company) at a price equal
to the amount paid in for each Warrant, upon giving 20 trading days' prior notice in accordance withthe provisions of Articles 273 and 274 of the Companies Act. Such acquisition may occur on orafter the day immediately following the payment date for the Warrants. If such acquisition covers
only a part of all remaining and unexercised Warrants, random drawings or any other impartial
selection system shall be used. Notwithstanding anything contained in these Terms and Condition
to the contrary, the Company’s notification of its acquisition of Warrants provided to the Warrant
Holders shall not be effective unless the Company’s disclosure of the acquisition fulfills therequirement set forth in Article 166, paragraph (2) of the Financial Instruments and Exchange Act
to the effect that no material facts must be contained in the information obtained by the Warrant
Holders before the disclosure in connection with the Company’s acquisition.
(2) If the Company enters into a merger (limited to the case where the Company is to disappear in themerger), if the Company’s shareholders meeting approves that the Company will become a whollyowned subsidiary of another company through share exchange or share transfer, or if the Tokyo
Stock Exchange decides to delist shares of the Company’s common stock, the Company shallacquire, on the acquisition date determined by the board of directors, all Warrants held by the
Warrant Holders (excluding the Company) at a price equal to the amount paid in for each Warrant,
upon giving 15 trading days' prior notice in accordance with Article 273 of the Companies Act.
Notwithstanding anything contained in these Terms and Conditions to the contrary, the Company's
notification of its acquisition of Warrants to the Warrant Holders shall not be effective unless theCompany’s disclosure of the acquisition fulfills the requirement set forth in Article 166, Paragraph
2 of the Financial Instruments and Exchange Act to the effect that no material facts must be
contained in the information obtained by the Warrant Holders before the disclosure in connection
with the Company’s acquisition.
(3) On the last day of the exercise period specified in Section 12 (or on its immediately precedingbusiness day if it falls on a non-business day), the Company shall acquire all Warrants held by the
Warrant Holders (excluding the Company) at a price equal to the amount paid in for each Warrant.
15．Increase in the stated capital and capital reserves when shares are issued based upon
exercise of the Warrants
When shares are issued based upon exercise of Warrants, the amount of stated capital to be
increased shall be the amount obtained by multiplying the maximum amount of increase in statedcapital as calculated pursuant to Article 17 of the Regulations on Corporate Accounting by 0.5,
rounding up fractions less than one yen. As a result, the amount of capital reserves to be increased
shall be the amount obtained by subtracting the amount of stated capital to be increased as
calculated above from the maximum amount of increase in stated capital as aforesaid.
16．Procedure for exercising Warrants(1) To exercise Warrants, the Warrant Holder shall submit an warrant exercise notice stating required
matters to the office specified in Section 19 during the exercise period specified in Section 12.
22

(2) To exercise Warrants, the Warrant Holder shall, in addition to submitting the exercise noticespecified in Section 16(1), pay the full amount of the property required to be contributed upon thewarrant exercise in cash by transfer to the Company’s designated account in the office for payment
specified in Section 20.
(3) A notice of exercise of Warrants shall become effective on the day on which all of the following are
fulfilled: the office for warrant exercise specified in Section 19 shall have been fully informed of all
required matters for the warrant exercise and the full amount of the property required to becontributed upon the warrant exercise shall have been paid into the account specified in Section
16(2).
17．Non-issuance of warrant certificates
The Company will not issue warrant certificates for the Warrants.
18．Amount to be paid in for the Warrants and grounds for the calculation of the amount ofproperty to be contributed upon their exercise
The amount to be paid in for one Warrant has been set at the amount specified in Section 8 bytaking into consideration these Terms and Conditions and the provisions of the purchaseagreement between the Company and the allottee, using a Monte Carlo simulation, which is a
general pricing model, and drawing the result of an independent appraiser’s valuation based on
certain preconditions regarding the stock price, liquidity and volatility of the Company’s common
stock, the call options granted to the Company, and the allottee's exercise behavior and changes
in shareholdings. In addition, the amount of property to be contributed upon exercise of theWarrants has been set at the amount specified in Section 9.
19．Office for warrant exercise
Securities Agency Division, Mitsubishi UFJ Trust and Banking Corporation
20．Office for payment
Shinbashi Branch, Sumitomo Mitsui Banking Corporation
21．Application of the Act on Book-Entry Transfer of Corporate Bonds and Shares
Given that the Warrants are Book-Entry Transfer Warrants defined in the Act on Book-Entry
Transfer of Corporate Bonds and Shares, all Warrants are governed by this Act. The Warrants shallbe handled in accordance with the Operational Rules for Book-Entry Transfer of Shares, etc., theenforcement regulations thereof and other regulations established by Japan Securities Depository
Center, Inc.
22．Book-entry transfer institution
Japan Securities Depository Center, Inc.
7-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo
23．Miscellaneous conditions
23

(1) These Terms and Conditions shall be effective when the relevant securities registration statement
filed in accordance with the Financial Instruments and Exchange Act takes effect.
(2) In addition to these Terms and Conditions, other matters necessary for the issuance of the Warrants
shall be determined at the discretion of the Company’s representative director.

24