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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, Norway, 6 May 2026 – Circio Holding ASA (OSE: CRNA) (“Circio” or the
“Company”), a biotechnology company developing novel circular RNA expression
technology for gene and cell therapy, provides practical information relating
to the exercise of warrants issued as part of the financing transaction in
February 2026.
A total of 67,680,945 warrants were issued on ISIN NO0013711523 in connection
with the rights issue and related private placement (Nw.: frittstående
tegningsretter) (the “Warrants”), as announced in the stock exchange
announcement published on 16 February 2026.
Key terms and dates:
- Warrants outstanding: 67,680,945
- Warrant exercise terms: Each Warrant gives the holder the right to subscribe
for one (1) new share in Circio at the exercise price
- Warrant trading: The Warrants are listed and tradable on the Oslo Stock
Exchange under the ticker code “CRNAS” with ISIN NO0013711523
- Warrant trading period: The Warrants are tradable to and including 3 June
2026
- Warrant pricing period: 8-22 May 2026
- Warrant exercise price: 20% discount to the volume-weighted average trading
price (VWAP) of the shares of Circio during the Warrant pricing period (cf.
above)
- Announcement of exercise price: After market close on 22 May 2026 (Newsweb)
- Warrant exercise period: 26 May - 9 June 2026
- Unexercised Warrants: Warrants not exercised by the end of the exercise
period will lapse without any compensation to the holder
- Warrant payment date: On or about 12 June 2026
- Tradability and delivery of new shares: As soon as practicable after the
Warrant payment date
Main alternatives for Warrant holders:
- Exercise currently held Warrants during the exercise period, pay the
exercise price and receive new shares in Circio.
- Buy additional Warrants on the Oslo Stock Exchange. Subsequently exercise
all held Warrants during the exercise period, pay the exercise price and
receive new shares in Circio.
- Sell a portion of currently held Warrants during the trading period.
Subsequently exercise the remaining Warrants held during the exercise
period, pay the exercise price and receive shares in Circio.
- Sell all currently held Warrants during the trading period on the Oslo
Stock Exchange.
- Do nothing. Warrants not exercised by 9 June 2026 will lapse without any
compensation to the holder.
Information related to financing of Warrants:
With regard to the first 3 alternatives above (involving the exercise of
Warrants), exercising Warrants means buying new shares in Circio at the
exercise price (20% discount to VWAP as mentioned above), and the aggregate
exercise price must be settled with cash on the Warrant payment date (on or
about 12 June 2026).
It is imperative that investors planning to exercise Warrants secure
sufficient financing to cover the aggregate exercise price ahead of the
Warrant payment date.
Illustrative example: A holder of 100,000 Warrants (representing the right to
buy 100,000 new shares in Circio at the exercise price) would need to pay the
exercise price multiplied by the number of Warrants to exercise all Warrants.
For example, at an exercise price of NOK 5, NOK 7.5 or NOK 10 per share, the
holder would need NOK 500,000, NOK 750,000 or NOK 1,000,000, respectively, to
exercise all Warrants.
How to exercise Warrants:
During the exercise period, Warrants can be exercised (i) digitally through
the websites of Pareto Securities and Circio, or (ii) manually by contacting
Pareto Securities directly. More information about this will be announced
after the exercise price has been set on 22 May 2026, ahead of the exercise
period commencing on 26 May 2026.
Further information about the Warrants:
The grant or purchase of 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 Section 11 “Selling and Transfer Restrictions” in the
securities note dated 13 January 2026 (the “Securities Note”, and together
with a registration document dated 1 October 2025, and a registration document
supplement and summary dated 13 January 2026, comprise the “Prospectus”).
For more information about the Warrants, please refer to the Prospectus. The
Prospectus is available on the Company’s website:
https://www.circio.com/en/rightsissue2026/.
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 50-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.
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 are available from the Company’s
registered office and subject to certain exceptions, on the website of the
Company.
In any EEA Member State other than Norway and Sweden, 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 being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as “investment professionals” for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
“relevant persons”) and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons.
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.
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.
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.
Kilde
