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Circio Holding ASA

Circio announces 88% underwritten and presubscribed NOK 50 million rights issue with strong support from existing shareholders
2025-12-08 07:00:00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, Norway, 8 December 2025 – Circio Holding ASA (OSE: CRNA, "Circio" or the "Company"), a biotechnology company developing novel circular RNA expression technology for gene and cell therapy, today announces a proposed partially underwritten and presubscribed (88.4%) rights issue of up to NOK 50 million priced at NOK 1.0 per share (the "Rights Issue").

The Rights Issue has strong support from several of Circio´s main shareholders and presubscription commitments of NOK 24.2 million in total (48.4%). The Rights Issue will provide Circio with the necessary capital to fund its operations for around twelve months and thereby deliver several important pre-clinical development milestones for its circVec circular RNA expression platform, including the recently announced feasibility study with a major global pharma company.

Short overview of the proposed terms of the Rights Issue:

  • Circio plans to raise up to NOK 50 million in the Rights Issue at subscription price NOK 1.0. All shareholders will be given the opportunity to subscribe for their pro rata number of shares
  • Certain existing and new shareholders have presubscribed for NOK 24.2 million (48.4%) of the Rights Issue, of which NOK 1.8 million from members of Circio´s board of directors (the "Board"), management and employees, including NOK 0.4 million from CEO, Erik Digman Wiklund
  • The Rights Issue includes a guarantee commitment of NOK 20 million on top of the pre-subscriptions, ensuring minimum proceeds of NOK 44.2 million (88.4% of the maximum transaction size)
  • The Rights Issue, will provide Circio with around twelve months cash runway and enable the delivery of several important R&D milestones for both its gene and cell therapy programs
  • The Rights Issue will include 1:1 warrant coverage for all subscribed shares, with exercise period in May/June 2026 at 20% discount to the market price at that time. The warrants may provide Circio with additional runway well into 2027
  • The Rights Issue will enable Circio to fund its operations without further need to draw on the convertible bond financing facility by Atlas Capital Markets LLC, for which all remaining bonds were converted into shares in October 2025

"The Board strongly supports the Rights Issue, including all Directors and senior management pre-committing to invest," said Damian Marron, Chair of the Board of Directors of Circio. "Circio has made tremendous progress over the last twelve months, scientifically and financially. The recent fully funded research collaboration signed with a major global pharmaceutical company is a result of this progress. The proceeds of the Rights Issue will enable Circio to accelerate the R&D activities for its industry-leading circular RNA expression technology, and thereby continue the strong progress made in 2025 to build further value for all our stakeholders in 2026."

"With strong support from existing shareholders a new chapter now begins for Circio," said Dr. Erik Digman Wiklund, CEO of Circio. "The Rights Issue and warrant structure will provide financial runway through 2026, and most likely well into 2027. This will enable me and the talented Circio team to fully focus on and accelerate our R&D activities to deliver major pre-clinical milestones, forge novel partnerships and advance our in-house programs in gene and cell therapy towards the clinic. The Atlas facility has been an essential source of funding to complete the corporate turn-around and bring our circVec technology to where it is now, but will no longer be required. Today, Circio is a leading circular RNA platform company with clear differentiation and a strong foundation for success.”

Proposed terms for the potential Rights Issue:
The Board has, in consultation with existing significant shareholders of the Company and Vator Securities AB (acting as manager in the Rights Issue (the “Manager“)), resolved to propose that the Company carries out the Rights Issue with the following terms:

  1. The Company will raise gross proceeds of up to NOK 50 million by the issuance of up to 50 million new shares (the “New Shares“) at a subscription price of NOK 1.0 per New Share (the “Subscription Price“), representing a discount of approximately 21% to the volume weighted average price for the Company’s shares on the Oslo Stock Exchange during the last ten trading days, up to and including 5 December 2025.
  2. The Company will issue one warrant (Nw.: frittstående tegningsrett) (a “Warrant“) for each New Share issued and allocated in the Rights Issue for no additional consideration.

The Rights Issue is subject to approval by an extraordinary general meeting of the Company to be held on or about 12 January 2025 (the “EGM“). The notice of EGM will be published by a separate stock exchange notice and sent to shareholders on or about 19 December 2025. The Rights Issue is also subject to the publication by the Company of a prospectus approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) and, if so decided by the Board, passported to Sweden, on or prior to the first day of the subscription period for the Rights Issue (the “Prospectus“).

Subject to approval by the EGM, each existing shareholder as of the date of the EGM (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the “VPS“)) as at the expiry of the second trading day following the EGM (the “Record Date”) will be granted 0.3481 subscription right (rounded down to the nearest whole number of subscription rights) for each share in the Company registered as held by the shareholder on the Record Date. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one New Share and one Warrant in the Rights Issue.

The Warrants are expected to be tradeable and each Warrant will give the holder the right to subscribe for and be allocated one additional share in the Company at an exercise price corresponding to 80 per cent of the volume-weighted average price of the Company's share on the Oslo Stock Exchange between 8 May 2026 – 22 May 2026, but not less than the nominal value of Company’s shares at the time of the Exercise Period (as defined below). The Warrants may be exercised in the period from 08:00 hours (CEST) on 26 May 2026 to 16:30 hours (CEST) on 9 June 2026 (the “Exercise Period“). The Company may apply for listing of the Warrants on the Oslo Stock Exchange or, alternatively, Euronext Growth Oslo.

The Company has received subscription commitments for participation in the Rights Issue (the “Presubscribers“) from certain existing shareholders, including NOK 1.8 million from members of the Company’s Board, management and employees, and other investors (each a “Presubscribing Investor“) for a total amount of NOK 24.2 million, corresponding to 48.4% of the Rights Issue. The Presubscribing Investors have undertaken to vote for the shares held by them at the time of the EGM in favor of the EGM agenda items relating to the Rights Issue. The Presubscribing Investors will receive a commission equal to 11% of their presubscription amount, which shall be settled by issuance of by the Company of new shares at the Subscription Price and one Warrant per each such new share for no additional consideration.

In addition, the Company has received an underwriting commitment (the “Underwriting Commitment“) from Philip Ohlsson (the “Underwriter“) for a total amount of NOK 20 million, corresponding to 40% of the Rights Issue. The Underwriter will receive an underwriting commission equal to 11% of the underwritten amount paid in cash or, alternatively at the Underwriter's choice, 13% of the underwritten amount to be settled by the Company issuing new shares at the Subscription Price and one Warrant per each such new share for no additional consideration. Further, to secure the Company’s liquidity needs until the completion of the Rights Issue, the Company has entered into a Bridge Loan with the Underwriter (as further described below) for approximately NOK 8 million.

The full terms and conditions of the Rights Issue will be included in the Prospectus, which will be published prior to the commencement of the subscription period in the Rights Issue, expected to take place from on or about 19 January 2026 to 2 February 2026 at 16:30 hours (CET).

Lock-up agreements:
In connection with the Rights Issue, all members of the Board and management in the Company holding shares in the Company prior to commencement of the Rights Issue, have undertaken a 180-day lock up from the date of this announcement towards the Manager on customary terms.

Bridge Loan:
In order to secure the Company’s liquidity needs until the Rights Issue has been completed, the Company has entered into a loan agreement for approximately NOK 8 from the Underwriter (the “Bridge Loan“). The Bridge Loan shall be repaid after the Rights Issue and no later than 28 February 2026.

Vator Securities AB is acting as Manager for the Rights Issue. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Rights Issue.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com

Lubor Gaal, CFO
Phone: +34 683 34 3811
Email: lubor.gaal@circio.com

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication at 2025-12-08 07:00 CET.

This stock exchange announcement was published by Mats Hermansen, VP Finance, on behalf of the Company, at the time and date stated above in this announcement.

About Circio
Building circular RNA expression systems for enhanced gene and cell therapies

Circio Holding ASA is a biotechnology company developing novel circular RNA expression technology for gene and cell therapy.

Circio has established a unique circular RNA (circRNA) vector expression technology for next generation RNA, DNA and viral therapeutics. The proprietary circVec platform is based on a modular genetic construct designed for efficient biogenesis of multifunctional circRNA inside target cells. The circVec platform has applications in multiple therapeutic settings, including genetic medicine, cell therapy and chronic disease. It has demonstrated 75-fold increased RNA half-life and up to 40-fold enhanced protein expression vs. conventional mRNA-based viral and non-viral vector systems, with the potential to become a new gold-standard gene expression technology. The circVec R&D activities are being conducted by the wholly owned subsidiary Circio AB in Stockholm, Sweden.

In parallel, Circio is continuing to develop its legacy immuno-oncology program, TG01, through cost-efficient external academic and industry collaborations. TG01 targets RAS-mutated cancers and is being tested in two clinical trials in Norway and the USA. TG01 is a therapeutic peptide vaccine adjuvanted by STIMULON QS-21 licensed from Agenus Inc.

– IMPORTANT INFORMATION –
This announcement is not and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus (the "Prospectus") which will be prepared and which is subject to the approval by the Norwegian Financial Supervisory Authority. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Managers.
In any EEA Member State other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
 

Källa MFN
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