[Polaris Pharmaceuticals-KY] Announcement of Board Resolution on Pricing Matters for Cash Increase Private Placement of Common Stock
Polaris Pharmaceuticals-KY announced its board of directors has resolved to conduct a private placement of common stock. The reference price is NT$18.44 per share, with the actual placement price set at NT$18.00. The company plans to issue up to 150,000,000 shares, and the funds raised will be used for working capital and loan repayment.
📋 Article Processing Timeline
- 📰 Published: May 12, 2026 at 09:00
- 🔍 Collected: May 13, 2026 at 08:00 (23h 0m after Published)
- 🤖 AI Analyzed: May 13, 2026 at 13:02 (5h 2m after Collected)
1. Date of board resolution: 115/05/12
2. Type of private placement securities: Common Stock
3. Proposed private placement recipients and their relationship with the company: Potential subscribers who meet the requirements of Article 43-6 of the Securities and Exchange Act and relevant regulatory guidelines.
4. Number of shares or lots to be privately placed: Not exceeding 150,000,000 shares.
5. Authorized private placement amount: The company's extraordinary general meeting held on December 26, 114, authorized the board of directors to conduct private placements of up to 150,000,000 shares in up to four tranches within one year from the date of the resolution, depending on market conditions and the company's funding needs.
6. Basis and reasonableness of the private placement price determination:
(1) The issuance price of the privately placed common stock shall not be less than 80% of the reference price. The reference price for privately placed common stock shall be the higher of the following two calculated prices:
A. The simple arithmetic average of the closing prices of common stock on the day before, third day before, or fifth day before the pricing date, adjusted for ex-rights and ex-dividend distributions from stock dividends and adjusted for reverse stock splits.
B. The simple arithmetic average of the closing prices of common stock during the 30 business days prior to the pricing date, adjusted for ex-rights and ex-dividend distributions from stock dividends and adjusted for reverse stock splits.
(2) The basis for determining the private placement price is in compliance with legal regulations, considering the company's current situation and future outlook, as well as the three-year transfer restriction on privately placed securities stipulated by the Securities and Exchange Act, making it reasonable.
(3) Based on the aforementioned pricing basis, the average closing price of common stock over the 30 business days prior to the pricing date, NT$18.44, was chosen as the reference price for this private placement. It is proposed that the board of directors resolve the actual private placement price to be NT$18 per share, representing 97.61% of the reference price calculation (higher than 80% of the reference price).
7. Use of funds from this private placement: To supplement working capital, repay bank loans, or fund other capital expenditure plans required for the company's long-term development.
8. Reason for not adopting public offering: Considering capital market conditions, the timeliness and feasibility of capital raising, issuance costs, and the actual needs of introducing strategic investors, the three-year transfer restriction on privately placed securities helps ensure long-term cooperation between the company and strategic investors. Therefore, a private placement of common stock is proposed instead of a public offering.
9. Dissenting or reserved opinions from independent directors: None.
10. Actual pricing date: 115/05/12
11. Reference price: NT$18.44
12. Actual private placement price, conversion or subscription price: NT$18.00
13. Rights and obligations of the new shares issued through this private placement: The rights and obligations of the privately placed common stock are the same as those of the company's existing common stock. However, according to the Securities and Exchange Act, the privately placed common stock cannot be resold to other parties for three years from the delivery date, except for transferees permitted under Article 43-8 of the Securities and Exchange Act. After three years from the delivery date, the company plans to apply to the Taiwan Stock Exchange for approval and file with the Financial Supervisory Commission to complete the public issuance procedures and apply for listing, subject to prevailing conditions.
14. If convertible, exchangeable, or with subscription rights, the conversion base date: Not applicable.
15. If convertible, exchangeable, or with subscription rights, the potential dilution of equity: Not applicable.
16. If convertible or with subscription rights, the potential impact on the equity ratio of listed common stock after the delivery of privately placed corporate bonds and assuming full conversion or subscription of common stock (Listed common stock count A, A/issued common stock): Not applicable.
17. If the projected listed common stock in the preceding paragraph is less than 60 million shares and less than 25%, please explain measures to address low equity liquidity: Not applicable.
18. Other matters to be described:
(1) Payment period for the private placement of common stock: From May 12, 115, to May 22, 115.
(2) Capital increase effective date: May 22, 115.
(3) If there are any outstanding matters regarding the private placement of common stock, or if amendments are necessary due to changes in laws, instructions from regulatory authorities, or objective circumstances, the board of directors is authorized to grant the chairman full discretion to handle them.
(4) If the entire planned number of privately placed shares cannot be completed within the period, the original plan remains feasible, and it will be considered that the full payment for the privately placed securities has been received. Furthermore, any unissued shares from this placement may be issued in whole or in part together with subsequent planned issuances, provided that the total number of issued shares does not exceed the total number and number of tranches approved by the extraordinary general meeting on December 26, 114.
Keywords: Material Information
2. Type of private placement securities: Common Stock
3. Proposed private placement recipients and their relationship with the company: Potential subscribers who meet the requirements of Article 43-6 of the Securities and Exchange Act and relevant regulatory guidelines.
4. Number of shares or lots to be privately placed: Not exceeding 150,000,000 shares.
5. Authorized private placement amount: The company's extraordinary general meeting held on December 26, 114, authorized the board of directors to conduct private placements of up to 150,000,000 shares in up to four tranches within one year from the date of the resolution, depending on market conditions and the company's funding needs.
6. Basis and reasonableness of the private placement price determination:
(1) The issuance price of the privately placed common stock shall not be less than 80% of the reference price. The reference price for privately placed common stock shall be the higher of the following two calculated prices:
A. The simple arithmetic average of the closing prices of common stock on the day before, third day before, or fifth day before the pricing date, adjusted for ex-rights and ex-dividend distributions from stock dividends and adjusted for reverse stock splits.
B. The simple arithmetic average of the closing prices of common stock during the 30 business days prior to the pricing date, adjusted for ex-rights and ex-dividend distributions from stock dividends and adjusted for reverse stock splits.
(2) The basis for determining the private placement price is in compliance with legal regulations, considering the company's current situation and future outlook, as well as the three-year transfer restriction on privately placed securities stipulated by the Securities and Exchange Act, making it reasonable.
(3) Based on the aforementioned pricing basis, the average closing price of common stock over the 30 business days prior to the pricing date, NT$18.44, was chosen as the reference price for this private placement. It is proposed that the board of directors resolve the actual private placement price to be NT$18 per share, representing 97.61% of the reference price calculation (higher than 80% of the reference price).
7. Use of funds from this private placement: To supplement working capital, repay bank loans, or fund other capital expenditure plans required for the company's long-term development.
8. Reason for not adopting public offering: Considering capital market conditions, the timeliness and feasibility of capital raising, issuance costs, and the actual needs of introducing strategic investors, the three-year transfer restriction on privately placed securities helps ensure long-term cooperation between the company and strategic investors. Therefore, a private placement of common stock is proposed instead of a public offering.
9. Dissenting or reserved opinions from independent directors: None.
10. Actual pricing date: 115/05/12
11. Reference price: NT$18.44
12. Actual private placement price, conversion or subscription price: NT$18.00
13. Rights and obligations of the new shares issued through this private placement: The rights and obligations of the privately placed common stock are the same as those of the company's existing common stock. However, according to the Securities and Exchange Act, the privately placed common stock cannot be resold to other parties for three years from the delivery date, except for transferees permitted under Article 43-8 of the Securities and Exchange Act. After three years from the delivery date, the company plans to apply to the Taiwan Stock Exchange for approval and file with the Financial Supervisory Commission to complete the public issuance procedures and apply for listing, subject to prevailing conditions.
14. If convertible, exchangeable, or with subscription rights, the conversion base date: Not applicable.
15. If convertible, exchangeable, or with subscription rights, the potential dilution of equity: Not applicable.
16. If convertible or with subscription rights, the potential impact on the equity ratio of listed common stock after the delivery of privately placed corporate bonds and assuming full conversion or subscription of common stock (Listed common stock count A, A/issued common stock): Not applicable.
17. If the projected listed common stock in the preceding paragraph is less than 60 million shares and less than 25%, please explain measures to address low equity liquidity: Not applicable.
18. Other matters to be described:
(1) Payment period for the private placement of common stock: From May 12, 115, to May 22, 115.
(2) Capital increase effective date: May 22, 115.
(3) If there are any outstanding matters regarding the private placement of common stock, or if amendments are necessary due to changes in laws, instructions from regulatory authorities, or objective circumstances, the board of directors is authorized to grant the chairman full discretion to handle them.
(4) If the entire planned number of privately placed shares cannot be completed within the period, the original plan remains feasible, and it will be considered that the full payment for the privately placed securities has been received. Furthermore, any unissued shares from this placement may be issued in whole or in part together with subsequent planned issuances, provided that the total number of issued shares does not exceed the total number and number of tranches approved by the extraordinary general meeting on December 26, 114.
Keywords: Material Information