[Edaily Reporter KIM SAE-MI ] LigaChem Biosciences has revised the financing terms related to a 500 billion won investment from the National Growth Fund. As the conversion price was lowered from 149,300 won to 121,400 won due to a decline in the stock price, the number of common shares that can be issued in the future has increased by approximately 23% compared to the previous figure. The company stated that it issued the revised disclosure after a third-party financial investor was finalized.

LigaChem Biosciences(141080)On the 16th, the company announced via an amendment to its report on significant matters that it had changed the issue price and conversion price of the convertible preferred shares (CPS) for a 330 billion won third-party private placement from the previous 149,300 won per share to 121,400 won per share. Consequently, the number of CPS to be issued increased from 2,210,313 to 2,718,284. The ratio of shares to be issued upon conversion relative to the total number of shares has changed from 5.97% to 6.84%.

The reference share price used to calculate the CPS issue price was lowered from 144,309 won to 110,839 won. The premium rate relative to the reference share price was adjusted from 3.46% to 9.44%. The company recalculated the weighted arithmetic average share prices for the past one month, one week, and the most recent trading day, using the previous day (the 15th) as the base date. To calculate the conversion price, the higher of the arithmetic mean of the one-month, one-week, and most recent weighted arithmetic average share prices (121,376.54 won) and the most recent weighted arithmetic average price (118,387.00 won) was applied; following rounding up to the nearest quote increment, the conversion price was set at 121,400 won.

The minimum adjustment price for the CPS was also lowered from the previous 119,500 won to 97,200 won. Provisions regarding profit dividends were also amended. Previously listed as “Not applicable,” the amended terms now specify that holders will receive a preferred dividend of 0% per annum at the same dividend rate as common stockholders. Furthermore, profit dividends are applied on a cumulative and participatory basis; any undistributed amounts are carried forward to the next fiscal year, paid out first as preferred dividends, and then distributed alongside common stock dividends.

The terms for the issuance of 170 billion won in convertible bonds (CBs) were also amended. The conversion price of the CBs was lowered from the previous 149,300 won per share to 121,400 won per share. Consequently, the number of shares convertible from the bonds increased from 1,138,647 to 1,400,329. The ratio of shares to be issued upon conversion relative to the total number of shares outstanding has changed from 3.08% to 3.64%. Based on the bond certificate for outstanding shares, the ratio relative to the total number of shares previously issued is stated as 3.78%. The minimum adjustment price of the CB has also been revised from 119,500 won to 97,200 won.

The type of convertible bond was also corrected. It was changed from the previous “registered, unsecured, private placement convertible bond” to “bearer, non-voting, unsecured, private placement convertible bond.” Both the coupon rate and the maturity rate are 0%, and the maturity date is July 24, 2036. The conversion period runs from July 24, 2028, to June 23, 2036.

As a result of this amendment, the number of shares that can be issued if both the CB and CPS are converted into common stock has increased from the previous 3,348,960 shares to 4,118,613 shares. This represents approximately 11.12% of the 37,019,418 common shares currently outstanding.

It is also noteworthy that the list of third-party financial investors has been finalized. Previously, the list included only the Korea Development Bank, the largest shareholder PAN ORION Corp. Limited, and third-party financial investors; however, following the amendment, it now includes: △NH Daily Bio Health Private Equity Partnership △KB NH Corporate Financial Stability Private Equity Partnership △INDUSTRIALBANKOFKOREA △Hana Securities △Hana Beyond Finance Fund △Hana-K& Regional Innovation Investment Partnership △Woori Investment & Securities △IBK Capital △ IMM Startup Venture Fund No. 2 △ Atinum Growth Investment Fund 2023 △ KB Digital Platform Fund △ KB Secondary Plus Fund No. 3 △ Envestor 2022 High-Five Innovation Growth Fund △ Meritz Securities, among others.

By investor, the Industrial Bank of Korea is investing a total of 250 billion won, including 85 billion won in convertible bonds (CB) and 165 billion won in CPS; ORION is investing a total of 125 billion won, including 42.5 billion won in CB and 82.5 billion won in CPS. The remaining 125 billion won will be invested by a group of third-party financial investors who have been confirmed. The payment date is the 24th of this month, and the scheduled date for the delivery of new CPS shares is the 14th of next month.

The intended use of the raised funds remains the same as before. The company plans to use all 170 billion won from the CB and approximately 330 billion won from the CPS for research and development of new drugs—such as antibody-drug conjugates (ADCs) and immunotherapy drugs—as well as for working capital. The projected annual usage amounts are as follows: for the CB, 30 billion won in 2026, 60 billion won in 2027, and 80 billion won from 2028 onward; for the CPS, 60 billion won in 2026, 120 billion won in 2027, and 150 billion won from 2028 onward.