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RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 8 July 2024: Reference is made to the stock exchange announcement
published by Circio Holding ASA (the âCompanyâ) on 19 June 2024 regarding the
general meetingâs approval of a rights issue of between 3,658,000 new shares to
20,732,010 new shares in the Company, at a subscription price of NOK 2.50 per
share (the âOffer Sharesâ) (the âRights Issueâ). In addition, the subscribers in
the Rights Issue will be allocated one warrant for every Offer Share allocated
to them and paid by them in the Rights Issue (the âWarrantsâ) without additional
consideration.
The subscription period for the Rights Issue expired today, on 8 July 2024 at
16:30 hours (CEST).
The preliminary results indicate that the Company has received subscriptions for
a number of Offer Shares which entail gross proceeds of approximately NOK 17.8
million from the Rights Issue. The remaining amount up to the secured minimum
financing of NOK 19.395 million, will be covered through the subscription of
additional convertible bonds as part of Atlasâ commitment to the Rights Issue
(the âCB Commitmentâ).
Further, Atlas has undertaken to finance the Companyâs remaining financial needs
until end of June 2025, up to a monthly cash requirement of NOK 4 million (the
âFinancing Commitmentâ), complementing the proceeds from the Rights Issue
including proceeds from investorsâ exercise of the Warrants in December 2024. In
addition, as a related transaction to the Rights Issue, Atlas shall settle NOK
15 million of the amount owed to Atlas under the Investment Agreement and Bond
Terms by the issuance of new shares at the subscription price in the Rights
Issue (the âConversionâ).
The final allocation of the new shares will take place tomorrow, on 9 July 2024,
in accordance with the allocation criteria set out in the Companyâs securities
note approved on 18 June 2024 (the âSecurities Noteâ and together with a
registration document supplement and summary, approved on 18 June 2024, and a
registration document approved on 28 September 2023 and a registration document
supplement approved on 8 March 2024 comprises the âProspectusâ). The final
result of the Rights Issue will be published shortly thereafter, and letters
regarding allocation of new shares and the corresponding subscription amount to
be paid by each subscriber, are expected to be distributed during the course of
tomorrow, on 9 July 2024.
The payment date for the new shares is 10 July 2024.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Mats Hermansen, VP Finance at Circio Holding ASA,
at the date and time as set out above.
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com
Lubor Gaal, CFO
Phone: +34 683343811
Email: lubor.gaal@circio.com
About Circio
Building next generation RNA therapeutics
Circio Holding ASA is a biotechnology company developing novel circular RNA gene
therapies and immunotherapy medicines.
Circio has established a unique circular RNA (circRNA) platform for genetic
medicine. The proprietary circVec technology is based on a modular genetic
cassette design for efficient biogenesis of multifunctional circRNA from DNA and
viral vectors, which can be deployed in multiple disease settings. The circVec
platform has demonstrated enhanced and more durable protein expression than
classic mRNA vector systems, and has the potential to become the new gold
-standard for DNA and virus-based therapeutics in the future. The circRNA R&D
activities are being conducted by the wholly owned subsidiary Circio AB based at
the Karolinska Institute in Stockholm, Sweden.
In addition, Circio is developing a cancer vaccine, TG01, targeting KRAS driver
mutations. TG01 is currently being tested in three clinical trials: RAS-mutated
pancreatic cancer and lung and non-resectable pancreatic cancer in US, and
multiple myeloma in Norway. These studies are being run through academic
collaborative networks, supported by prestigious research grants from Innovation
Norway and the Norwegian Research Council, creating read-outs and future
optionality for the program at low cost to Circio.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act and the requirements of Oslo BĂžrsâ
Continuing Obligations.
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 âU.S. Securities Actâ).
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 âqualified institutional
buyersâ 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 âProspectusâ) 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 âProspectus
Regulationâ). 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 is made available on the Companyâs website.
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.
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 âOrderâ) 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 âRelevant Personsâ). 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.
Redeye AB is acting as manager (the âManagerâ) 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 âanticipateâ, âbelieveâ,
âcontinueâ, âestimateâ, âexpectâ, âintendsâ, âmayâ, âshouldâ, âwillâ 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
