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OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, THE UNITED KINGDOM OR SOUTH AFRICA
OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
- Circio has completed a significantly oversubscribed private placement
directed at new investors raising NOK 250 million in gross proceeds
- The financing provides financial runway into 2030, and allows Circio to
scale up and accelerate the development of its circVec circular RNA
expression platform
- The offer price was NOK 10.8, corresponding to an at market pricing compared
to the closing price on the trading day prior to launch, a 5% premium to the
5-day VWAP and a 20% premium to the 10-day VWAP
- A subsequent offering of up to NOK 82.5 million is planned in about 3 weeks,
where existing shareholders can participate on the same terms
Oslo, Norway, 8 April 2026 – Circio Holding ASA (OSE: CRNA) (the “Company”),
a biotechnology company developing novel circular RNA expression technology
for gene and cell therapy, today announces that it has successfully completed
a directed share issue (the “Private Placement”) raising gross proceeds to the
Company of approximately NOK 250 million, through the allocation of 23,148,148
Offer Shares, each at a subscription price of NOK 10.80 per Offer Share (the
“Offer Price”). The Offer Price corresponds to the market price at the opening
of the last trading day, a 5% premium to the 5-day VWAP and a 20% premium to
the 10-day VWAP.
The Company, with the assistance of Pareto Securities AS (the “Manager”),
invited a limited group of new potential investors, both Nordic and
international, to participate in the Private Placement. The Private Placement
attracted strong interest in the pre-sounding phase and ended up being
conducted as a club deal, with the final club deal book 2.3 times covered.
Existing shareholders will have the opportunity to participate on the same
terms in the proposed Subsequent Offering (as further described below).
“This oversubscribed private placement is a truly transformational event for
Circio, and a testament to the major scientific and business development
achievements over the past year” said Dr. Erik Digman Wiklund, CEO of Circio.
“With this capital infusion, Circio can substantially scale up the development
of its circVec circular RNA-based expression platform and extend the cash
runway into 2030. We already have an exciting pipeline of upcoming R&D
milestones, which can now be broadened and accelerated with the aim of
validating the circVec platform in new areas and creating novel business
opportunities in the near to mid-term future.”
The net proceeds from the Private Placement will be used to extend Circio s
financial runway into 2030 and scale up pre-clinical circVec R&D activities.
The circVec-AAV gene therapy program will be accelerated in heart, eye and
CNS, with the aim to select one or more candidates for clinical development
and to complete the ongoing feasibility study with a major global
pharmaceutical corporation. In parallel, new infrastructure and human
resources will be deployed towards the circVec-LNP in vivo CAR-T cell therapy
project to accelerate the pre-clinical development program to the next value
inflection point. In addition, Circio will strengthen its business development
activities to capitalize on its early-mover advantage in the rapidly expanding
field of gene and cell therapy.
In connection with the Private Placement, the members of the Company’s
management and Board, and the Company, have entered into lock-up agreements
for a period of six (6) months, subject to customary exemptions including for
the Company, the Private Placement, the Subsequent Offering (as defined below)
and issuance of shares related to the Company’s outstanding dilutive
instruments, and for management and the Board, funding obligations relating to
tax and exercise of the outstanding dilutive instruments.
The share capital increase pertaining to the Private Placement and the
issuance of the Offer Shares were adopted by the Board pursuant to an
authorisation granted by the Company’s general meeting held on 12 January 2026
(the “Authorisation”). Notifications of allotment of the Offer Shares and
payment instructions are expected to be distributed to the applicants through
a notification from the Manager (as defined below) on or about 8 April 2026.
Settlement of the Offer Shares is expected to take place on or about 10 April
2026. The Offer Shares allocated in the Private Placement will be settled on a
delivery-versus-payment (DVP) basis using existing and unencumbered shares in
the Company that are already listed on Euronext Oslo Børs, pursuant to a share
lending agreement entered into between the Company, a group of existing
shareholders as share lenders and the Manager (the "Share Lending Agreement ")
As a result, the Offer Shares will be tradable on Euronext Oslo Børs
immediately following notification of allocation. The Manager will settle the
Share Lending Agreement with new shares in the Company to be issued by the
Board pursuant to the Authorisation.
Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company
will have a share capital of NOK 142,832,901.00 divided into 238,054,835
shares, each with a nominal value of NOK 0.60
Equal treatment of shareholders
The Private Placement represents a deviation from the shareholders’
preferential right to subscribe for the Offer Shares. The Board has carefully
considered the structure of the equity raise in light of the equal treatment
obligations under the Norwegian Securities Trading Act and the Norwegian
Public Limited Liability Companies Act, and the Board is of the opinion that
it is in compliance with these principles. The Board is of the view that it is
in the common interest of the Company and its shareholders to raise equity
through a private placement, as it enables the Company to raise equity
efficiently and in a timely manner and at a lower cost and with significantly
reduced completion risk compared to a rights issue. None of the participants
in the Private Placement are shareholders of the Company and the Private
Placement will strengthen the Company’s balance sheet and shareholder base in
uncertain times.
Potential Subsequent Offering
The Board intends to carry out a subsequent offering of up to 7,638,888 new
shares in the Company, equal to gross proceeds of approximately NOK 82.5
million, at a subscription price corresponding to the Offer Price in the
Private Placement (the “Subsequent Offering”). The size of the subsequent
offering represents 33% of the Private Placement and is below the threshold of
EUR 8 million for an EEA prospectus, which will allow the Company to carry out
the Subsequent Offering in an efficient manner.
The Subsequent Offering will, if carried out, subject to applicable securities
law, be directed towards existing shareholders in the Company as of 7 April
2026 (as registered in VPS two trading days thereafter) who (i) were not
allocated Offer Shares in the Private Placement, and (ii) are not resident in
a jurisdiction where such offering would be unlawful or would (in
jurisdictions other than Norway) require any prospectus, filing, registration
or similar action. The Subsequent Offering is subject to the publication of a
national prospectus and the prevailing market price of the Company’s shares
together with the corresponding trading volume following the Private
Placement. The Board may decide that the Subsequent Offering will not be
carried out in the event that the Company’s shares trade below the Offer Price
at sufficient volumes. The Company reserves the right in its sole discretion
to not conduct or to cancel the Subsequent Offering and will, if and when
finally resolved, issue a separate stock exchange notice with further details
on the Subsequent Offering.
Advisors
Pareto Securities AS is acting as manager and bookrunner in the Private
Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the
Company in the Private Placement.
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 Section 5-12 of the Norwegian Securities Trading Act. The stock
exchange announcement was published by CEO Erik Digman Wiklund, at the time
and date stated above in this announcement.
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 and section 5-12 of the Norwegian Securities Trading Act. The
information was submitted for publication at 2026-04-08 02:42 CEST.
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.
– 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
