July 10, 2023
Kidswell Bio Corporation
Code: 4584 (TSE Growth Market)
Shinya Kurebayashi, President & CEO

Working Capital Financing for stable supply for GBS-007 (18th series of stockacquisition rights with exercise price adjustment clause)(Extracted from Japanese version)
Tokyo, July 10, 2023 – Kidswell Bio Corporation (hereafter KWB) announces that KWB has resolved at
the Board of the Directors meeting today to issue the 18th series of stock acquisition rights (with exercise
price correction clause) and executed a purchase agreement for them subject to effect of the notification
under the Financial Instruments and Exchange Act.
CVI Investments, Inc., to which the 18th stock acquisition rights are to be allotted, is managed by Heights
Capital Management, Inc. Heights Capital Management, Inc. belongs to the Susquehanna International
Group, one of the world's largest financial conglomerates, and has a track record of over 100 biotechnology
investments and asset management. CVI Investments, Inc. has abundant global investment experienceand is an investor with a policy of nurturing investment destinations while building good relationships withthem.
1. Outline
18th series of stock acquisition rights for securing the working capital of biosimilar business(1) Day of allotment

July 26, 2023

Number of stock

150,000 units

(2)
(3)

acquisition rights
Cost for issued stock

JPY 22,800,000 (JPY 152 per unit of the 18th secures of stockacquisition rights

acquisition rights)

Number of common(4)shares to bepurchased by warrants
exercise(5) Amount to be financed

15,000,000 common shares (100 shares per unit of the stockacquisition rights）
There is no upper limit of exercise price, and the minimum exercise
price is JYP 119.
JPY 3,247,800,000*
Initial exercise price: JPY 215.
The exercise price of the 18th stock acquisition rights shall be(6) Exercise pricedetermined by August 3, 2023 as the first revision date, and every
Thursday thereafter (hereinafter referred to as the "18th stockacquisition rights amendment date"). If the amount rounded up tothe nearest 1 yen of an amount equivalent to 90% of the lowest
volume weighted average price of ordinary trading of the KWB’s1

common stock on the Tokyo Stock Exchange on each of the fifteen
consecutive trading days prior to the adjustment day.
If the revised exercise price on the date of correction is less than theminimum exercise price (JPY 119), the exercise price shall be theminimum exercise price.
(7) Exercise period(8)

Subscription for shares

From July 27, 2023 to January 27, 2026
By the method of third-party allocationand issuing method(9) Allottee

CVI Investments, Inc.
Pursuant to Rule 434, Paragraph 1 of the Securities ListingRegulations of the Tokyo Stock Exchange

and Rule 436,

Paragraphs 1 through 5 of the Enforcement Rules for theSecurities Listing Regulations, except certain special cases, KWB
shall not permit the Purchaser to carry out any excess exercise
Transfer Restrictions(10) and Exercise Quantity
Restrictions(which is any exercise of the Covered Securities (defined below)

which amount, in total, exceeds 10% of the number of listedshares) of the Covered Securities (4th CB, 10th and 18th stockacquisition rights).
In the event of transferring the Stock Acquisition Rights, theAllottee shall be required the transferee to agree in advance withthe details of the restrictions on exercise in excess of the limit. Ifthe transferee further transfers to a third party, the same promise
shall be made.
The following contents will be stipulated in this purchase agreement.
(1) The issuance of the convertible bonds with stock acquisitionrights, which are scheduled to be allotted to the abovementioned allottee, is subject to the following conditions.
i.

The Rep and Warranty of KWB in this purchaseagreement is accurate in important respects and KWB
complies with important pledges.

ii.

No injunction, etc. has been issued for the issuance ofthe convertible bonds with stock acquisition rights andthe stock acquisition rights.

(11)

Others

iii.

KWB’s shares have not been delisted.

iv.

No significant adverse effects have occurred on KWB.

v.

KWB has not communicated important undisclosed
facts about the Company to the allottee.

(2) The transfer of the convertible bonds with stock acquisition rights
requires the approval of the Board of Directors of KWB.
(However, transfer to Bank of America, J.P. Morgan andGoldman Sachs & Co. and their affiliates are excluded from theviewpoint of reducing management costs of the allottee.) Even if
the transfer is made, the rights and obligations of the allottee will
be carried over to the transferee.

2*Note: The total amount is assumed that all of the stock acquisition rights have been exercised at theinitial exercise price. If the exercise price is modified or adjusted, the amount will be reduced. If thestock acquisition rights are not exercised during the exercise period, the amount will decrease.
About Kidswell Bio Corporation (KWB)
Kidswell Bio Corporation will challenge pediatric disease as a new field, in addition to intractable and rarediseases on which KWB has also been focusing for R&D. We would like to contribute to children who
have hopes and dreams for their bright future. Furthermore, with our biotech expertise and children’s
potential vital force such as SHED, we envision creating new pharmaceuticals and therapeutics for all
people under “Kids Well, All Well.”Contact:
Kidswell Bio Corporation
Tel: +81-3-6222-9547

Mail: info@kidswellbio.com

3