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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 private placement directed at new international
investors raising approx. NOK 200 million in gross proceeds
- The funds will mainly be deployed towards accelerating Circio s in vivo
CAR-T cell therapy program, including screening and securing access to
complementary vector and delivery technology
- The offer price was NOK 11.80 per share, corresponding to a 9% discount to
the VWAP on 14 September 2026
- Existing shareholders will have the opportunity to participate in the
proposed Subsequent Offering of up to approx. NOK 200 million
Oslo, Norway, 15 September 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 private placement (the “Private Placement”) raising gross proceeds
to the Company of approx. NOK 200 million, through the allocation of
16,865,000 new shares (the “Offer Shares”), each at a subscription price of
NOK 11.80 per Offer Share (the “Offer Price”). The Offer Price corresponds to
a 9% discount to the volume weighted average share price (VWAP) quoted for
trade in the Company’s shares on the Oslo Stock Exchange on 14 September 2026.
“The new capital will be dedicated towards Circio s circular RNA in vivo CAR-T
cell therapy program, an area of very high industry interest that has
attracted substantial recent deal activity by big pharma,” said Dr. Erik
Digman Wiklund, CEO of Circio. “By securing this additional funding during a
period of strong momentum for both in vivo CAR-T and circular RNA, Circio can
now broaden and accelerate the circVec cell therapy program. This will include
selecting and securing access to critical complementary vector and delivery
technologies. The latest round comes on top of previous financings directed
towards circVec platform development and our gene therapy program, and brings
the total capital raised by Circio during 2026 to NOK 820 million (USD 88
million). The 2030 cash runway remains in place, but with broadened R&D
activities and an expanded ambition level.”
The Company, with the assistance of Pareto Securities AS (the “Manager”)
invited a limited group of 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. Existing shareholders will have the opportunity to participate in
the proposed Subsequent Offering (as further described below).
The net proceeds from the Private Placement will enable Circio to pursue a new
addition to its R&D platform - in vivo cell therapy. This has limited overlap
with the use of proceeds of prior financings that were mainly dedicated to
circVec platform development and the gene therapy program. Specifically, the
new funding will allow Circio to complete the screening and selection of DNA
vector and T-cell targeted LNP-delivery systems currently ongoing in more than
10 active R&D collaborations. These complementary technologies are essential
components to establish a complete circVec in vivo CAR-T therapeutic concept.
Circio intends to secure access to the selected technologies via future
in-licensing, technology acquisition or M&A transactions.
In connection with the Private Placement, the members of the Company’s
management and board of directors (the “Board”) have entered into lock-up
agreements for a period of six (6) months, subject to customary exemptions for
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 extraordinary general meeting held on
25 August 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 on or about 15 September
2026.
Settlement of the Offer Shares is expected to take place on 17 September 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 share
lending agreements entered into between the Company, a group of existing
shareholders, including the Company’s board member and primary insider Thomas
Falck, through Sølen AS, as share lenders and the Manager (the “Share Lending
Agreements”). This information is subject to the disclosure requirements in
Article 19 of Regulation (EU) 596/2014 (the EU Market Abuse Regulation) and
section 5-12 of the Norwegian Securities Trading Act.
As a result, the Offer Shares will be tradable on Euronext Oslo Børs
immediately following notification of allocation. The Manager will settle the
share loans under the Share Lending Agreements with new shares in the Company
to be issued once the share capital increase pertaining to the Private
Placement is registered with the Norwegian Register of Business Enterprises.
Following registration of the share capital increase pertaining to the
issuance of the Offer Shares with the Norwegian Register of Business
Enterprises, the Company will have a share capital of NOK 174,895,746 divided
into 291,492,910 shares, each with a nominal value of NOK 0.60.
Deviation from preferential rights
The Private Placement represents a deviation from the shareholders’
preferential right to subscribe for and be allocated the Offer Shares. The
Board has carefully considered the structure of the equity raise in light of
this and 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 significant shareholders
of the Company.
Potential Subsequent Offering
The Board intends to carry out a subsequent offering of up to 16,865,000 new
shares in the Company, equal to gross proceeds of approx. NOK 200 million, at
a subscription price corresponding to the Offer Price (NOK 11.80) in the
Private Placement (the “Subsequent Offering”). The Subsequent Offering will
require the preparation and approval of an EU prospectus. The Subsequent
Offering will, if carried out, subject to applicable securities laws, be
directed towards existing shareholders in the Company as of 14 September 2026
(as registered in VPS two trading days thereafter) who (i) were not included
in the pre-sounding phase of the Private Placement, (ii) were not allocated
Offer Shares in the Private Placement, and (iii) 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 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 Mats Hermansen, VP Finance on behalf of
the Company, at the time and date stated above in this announcement.
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 60-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 form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Copies of this announcement are not being made
and may not be distributed or sent into any jurisdiction in which such
distribution would be unlawful or would require registration or other
measures. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the US Securities Act, and accordingly may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the US Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or their securities in the United States or to
conduct a public offering of securities in the United States. Any sale in the
United States of the securities mentioned in this announcement will be made
solely to “qualified institutional buyers” as defined in Rule 144A under the
US Securities Act and “major U.S. institutional investors” as defined in Rule
15a-6 under the United States Exchange Act of 1934.
In any EEA Member State, 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. The expression
“Prospectus Regulation” means Regulation 2017/1129, as amended, together with
any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at
persons in the United Kingdom that are “qualified investors” as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024, and who are (i) 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) high net worth
entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only for 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.
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 “believe”, “expect”,
“anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”,
“should” 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.
Actual events may differ significantly from any anticipated development due to
a number of factors, including without limitation, changes in investment
levels and need for the Company’s services, changes in the general economic,
political and market conditions in the markets in which the Company operate,
the Company’s ability to attract, retain and motivate qualified personnel,
changes in the Company’s ability to engage in commercially acceptable
acquisitions and strategic investments, and changes in laws and regulation and
the potential impact of legal proceedings and actions. 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 Company does not provide any
guarantees that the assumptions underlying the forward-looking statements in
this announcement are free from errors nor does it accept any responsibility
for the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on the forward-looking
statements in this document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise in
relation to the content of this announcement.
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 in the Company.
Neither the Manager nor any of its affiliates accepts any liability arising
from the use of this announcement.
Kilde
