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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 15 January 2026: Reference is made to the stock exchange announcements
published by Circio Holding ASA (the “Company”) on 8 December 2025 regarding
rights issue of up to NOK 50 million in the Company, of which NOK 44.2 million
has been secured through pre-subscriptions for NOK 24.2 million and
underwriting commitment of NOK 20 million (the “Rights Issue”), and on 12
January 2026 where the Company announced that the general meeting had approved
the Rights Issue.
- The subscription period for the Rights Issue will commence today, 15 January
2026 at 09:00 hours (CET) and expire on 29 January 2026 at 16:30 hours
(CET).
- The Subscription Rights (as defined below) will be tradable on Euronext Oslo
Børs from 15 January 2026 at 09:00 hours (CET) until 23 January 2026 at
16:30 hours (CET).
- Vator Securities AB is acting as manager for the Rights Issue (the
“Manager”).
In connection with the Rights Issue and listing of new shares and warrants,
the Company prepared a prospectus consisting of a registration document
supplement, a securities note and a summary dated 13 January 2026, which
supplements and shall be read together with a registration document dated 1
October 2025 (jointly, the “Prospectus”). The Prospectus was approved by the
Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) and published
by the Company on 13 January 2026 and includes terms and conditions of the
Rights Issue. The Prospectus and the subscription form for the Rights Issue
(attached to the securities note) are available on the Company’s website:
Allocation of Subscription Rights:
The shareholders of the Company as of 12 January 2026 (and being registered as
such in the Norwegian Central Securities Depository (the “VPS”) as at the
expiry of 14 January 2026, pursuant to the two days’ settlement procedure of
VPS (the “Record Date”)) (the “Existing Shareholders”), have been granted
subscription rights (the “Subscription Rights”) in the Rights Issue that,
subject to applicable law, provide preferential rights to subscribe for, and
be allocated offer shares (the “Offer Shares”) at a subscription price of NOK
1.00 for each Offer Share (the “Subscription Price”).
Each Existing Shareholder has been granted 0.3481 Subscription Rights for each
existing share registered as held by such Existing Shareholder as of the
Record Date (i.e., 14 January 2026), rounded down to the nearest whole
Subscription Right. Subscription Rights acquired during the trading period for
the Subscription Rights as set out above carry the same right to subscription
as the Subscription Rights held by Existing Shareholders. Each Subscription
Right will, subject to applicable law, give the right to subscribe for, and be
allocated, one Offer Share at the Subscription Price. Over-subscription and
subscription without Subscription Rights are permitted.
Subscription period:
The subscription period commences on 09:00 hours (CET) on 15 January 2026 and
expires on 16:30 hours (CET) on 29 January 2026.
Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 09:00 hours (CET) on 15 January 2026 to 16:30 hours (CET) on 23 January
2026 under the ticker code “CRNAT”. The Subscription Rights will hence only be
tradable during a part of the subscription period.
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the subscription period on 16:30 hours (CET) on 29 January 2026 or
not sold before 16:30 (CET) on 23 January 2026 will have no value and will
lapse without compensation to the holder.
The Subscription Rights are expected to have an economic value if the
Company’s shares trade above the Subscription Price during the subscription
period. Existing Shareholders who do not use their Subscription Rights will
experience a dilution of their shareholding in the Company. If Offer Warrants
are exercised, there will be additional dilution. See Section 5.20 “Dilution”
in the Securities Note of the Prospectus for a further description of such
dilutive effect.
Warrants:
Subscribers in the Rights Issue will, for every Offer Share allocated and
paid, receive one warrant (Nw.: frittstående tegningsretter) (the “Offer
Warrants”) for no additional consideration.
Each Offer Warrant will give the holder a right to subscribe for one new share
in the Company at an exercise price per share equal to 80 per cent of the
volume-weighted average price of the Company’s shares on the Oslo Stock
Exchange between 8 May 2026 and 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 Offer 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”). Any
Offer Warrants not exercised by 16:30 hours (CEST) on 9 June 2026 will lapse
without compensation.
The Company shall use reasonable efforts to seek to ensure that the Offer
Warrants are admitted to trading on the Oslo Stock Exchange or Euronext Growth
Oslo following completion of the Rights Issue, but there can be no assurance
that such admittance to trading will be obtained.
The Offer Warrants are expected to have an economic value if the Company’s
shares trade above the exercise price during the Exercise Period.
Subscription Price:
NOK 1.00 per Offer Share.
No payment shall be made for the Offer Warrants.
Subscription procedure:
Investors holding Subscription Rights who are Norwegian residents with a
Norwegian personal identification number and who wish to subscribe for Offer
Shares (incl. Offer Warrants) are encouraged to use the VPS online
subscription system by following the below link, which will redirect the
subscriber to the VPS online subscription system:
In addition, the VPS online subscription system is only available for
individual persons and is not available for legal entities. Therefore, legal
entities must submit the Subscription Form included in Appendix A of the
Securities Note “Subscription form for the Rights Issue” (The “Subscription
Form”) in order to subscribe for Offer Shares.
Subscriptions for Offer Shares (incl. Offer Warrants) by investors who are not
Existing Shareholders must be made by usage of the Subscription Form.
Correctly completed Subscription Forms must be received by DNB Carnegie, a
part of DNB Bank ASA, Registrars Department (the “Receiving Agent”) at the
following address or email address, or in the case of online subscriptions be
registered, by 16:30 hours (CET) on 29 January 2026:
- DNB Carnegie, a part of DNB Bank ASA, Registrars Department
- Address: P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
- Tel: +47 915 04 800
- E-mail: retail@dnb.no
The Offer Warrants will automatically be subscribed for through delivery of
the Subscription Form for the Offer Shares correctly completed or through
online subscriptions prior to the expiry of the Subscription Period.
Selling and Transfer Restrictions
The grant or purchase of Subscription Rights and the subscription of Offer
Shares and Offer Warrants by persons resident in, or who are citizens of
countries other than Norway or Sweden, may be affected by the laws of the
relevant jurisdiction. For a further description of such restrictions,
reference is made to the Section 11 “Selling and Transfer Restrictions” in the
securities note dated 13 January 2026 (the “Securities Note”), forming a part
of the Prospectus.
Conditions for completion of the Rights Issue:
The Rights Issue may be withdrawn or revoked, or the completion of the Rights
Issue may be delayed, also after the commencement of the Subscription Period
and trading in the Subscription Rights, if the aggregate minimum subscription
amount for the Offer Shares is not received by the Company on time or at all.
If the Rights Issue is withdrawn or revoked, all Subscription Rights will
lapse without value, any subscriptions for, and allocations of, Offer Shares
that have been made will be disregarded and any payments for Offer Shares made
will be returned to the subscribers without interest or any other
compensation. The lapsing of Subscription Rights shall be without prejudice to
the validity of any trades in Subscription Rights, and investors will not
receive any refund or compensation in respect of Subscription Rights purchased
in the market.
Pre-subscriptions and underwriting commitments
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 the
Company’s board of directors, management and employees (the
“Pre-Subscribers”).
Further, the Rights Issue includes an underwriting commitment by an
underwriter (the “Underwriter”) 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 Underwriter has undertaken to subscribe for all Offer Shares that are not
otherwise subscribed for and allocated in the Rights Issue (the “Unsubscribed
Shares”) up to the gross proceeds of the Rights Issue covered by the
Pre-Subscribers and the Underwriter, i.e., up to NOK 44.2 million (the
“Secured Amount”). Any Unsubscribed Shares up to the Secured Amount shall be
subscribed and be allocated to the Underwriter, provided however that that the
Underwriter shall not subscribe for or be allocated Unsubscribed Shares for an
amount higher than the underwritten amount of NOK 20 million. See Section 5.22
“The Pre-subscribers” and 5.23 “The Underwriter” in the Securities Note for a
further description of the commitments.
Financial intermediaries:
If an Existing Shareholder holds shares registered through a financial
intermediary on the Record Date, the financial intermediary will customarily
give the Existing Shareholder details of the aggregate number of Subscription
Rights to which it will be entitled. The relevant financial intermediary will
customarily supply each Existing Shareholder with this information in
accordance with its usual customer relations procedures. Existing Shareholders
holding shares through a financial intermediary should contact the financial
intermediary if they have received no information with respect to the Rights
Issue.
Subject to applicable law, Existing Shareholders holding shares through a
financial intermediary may instruct the financial intermediary to sell some or
all of their Subscription Rights, or to purchase additional Subscription
Rights on their behalf. See Section 11 “Selling and Transfer Restrictions” in
the Securities Note for a description of certain restrictions and prohibitions
applicable to the sale and purchase of Subscription Rights in certain
jurisdictions outside Norway.
Existing Shareholders who hold their shares through a financial intermediary
and who are ineligible shareholders (i.e., resident in jurisdictions where the
Securities Note may not be distributed and/or with legislation that, according
to the Company’s assessment, prohibits or otherwise restricts subscription for
Offer Shares and Existing Shareholders located in the United States who the
Company does not reasonably believe to be a QIB) will not be entitled to
exercise their Subscription Rights but may, subject to applicable law,
instruct their financial intermediary to sell their Subscription Rights
transferred to the financial intermediary. As described in Section 5.8
“Subscription Rights” of the Securities Note, neither the Company nor the
Receiving Agent will sell any Subscription Rights transferred to financial
intermediaries.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights
Issue, the Company expects that the share capital increase pertaining to the
Rights Issue will be registered with the Norwegian Register of Business
Enterprises on or about 9 February 2026 and that the Offer Shares and Offer
Warrants will be delivered to the VPS accounts of the subscribers to whom they
are allocated on or about the next trading day. The final deadline for
registration of the share capital increase pertaining to the Rights Issue with
the Norwegian Register of Business Enterprises, and hence for the subsequent
delivery of the Offer Shares, is, pursuant to the Norwegian Public Limited
Liability Companies Act, three months from the expiry of the Subscription
Period (i.e. three months from 29 January 2026).
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
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
