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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:
- 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.
- 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.
Kilde
