Carna Biosciences, Inc.
4572・Growth Market・Pharmaceuticals
Governance
The company has an Audit and Supervisory Committee structure. The board consists of 9 directors (4 of whom are outside directors), and all 4 members of the Audit and Supervisory Committee are outside directors. No Nomination Committee or Compensation Committee has been confirmed to exist; a Management Meeting is utilized as the body for deliberation and reporting on business execution. The Board of Directors met 22 times during the fiscal year under review.
Risk Management
Material risks related to management strategy (including sustainability-related risks) are analyzed by the Management Administration Division and related departments, and are deliberated and decided at the Management Meeting or the Board of Directors. A system has been established whereby the Internal Audit Office periodically verifies the status of risk management and reports to the Board of Directors. Dedicated personnel are assigned to information systems risk, and security measures and employee training are implemented. It has been determined that, as of the end of the current consolidated fiscal year, events exist that raise material doubt about the company's ability to continue as a going concern. In February 2026, the company raised ¥1,496 million in net proceeds through the issuance of unsecured straight bonds, share subscription rights with exercise price adjustment provisions, and new shares, thereby securing funds for the immediate future; however, material uncertainty continues to exist.
Shareholder Returns
No dividends have been paid since the company's founding. The projected annual dividend for FY2026 (ending December 2026) is ¥0. Retained earnings are negative, and the company is prioritizing allocation of funds to R&D activities for the time being. Provisions regarding treasury share buybacks are stipulated in the Articles of Incorporation.
Dividend Policy
The projected annual dividend for FY2026 (ending December 2026) is ¥0 (¥0 at the second quarter-end, ¥0 at year-end). As retained earnings are negative, the company has continued to pay no dividends since its founding. For the time being, the policy is to allocate funds to R&D activities, with dividend payments to be considered in the future in light of business performance and financial position.
ESG
As a key sustainability priority, the company promotes diversity in human resources, conducting recruitment and personnel activities regardless of gender, age, or nationality. It has introduced a flextime system, shortened working hours for childcare/caregiving, and a restricted stock compensation plan, with women accounting for 62% of employees (as of end of 2025, consolidated). Quantitative human resource targets have not yet been established. There is no disclosure of specific quantitative targets or indicators related to climate change, and sustainability-related risks and opportunities are monitored and managed as part of the company's overall risk management framework.
Last updated: March 26, 2026