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RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway 4 December 2024: Reference is made to the rights issue by Circio
Holding ASA completed in July 2024 (the “Rights Issue”).
The subscribers in the rights issue were allocated 7,242,992 warrants (Nw.:
frittstående tegningsrett). In addition, 6,000,000 warrants were issued to Atlas
Special Opportunities LLC (“Atlas”) in connection with the conversion of NOK 15
million worth of convertible bonds by issuing new shares at the subscription
price of the rights issue and 621,860 warrants were issued to pre-subscribers in
the rights issue (such warrants, jointly the “Warrants”). The total of
13,864,852 Warrants were issued and registered with the Norwegian Register of
Business Enterprises on 26 July 2024. Each Warrant gives the holder (the
“Holder”) a right to subscribe for one new share in the Company at an exercise
price per share as described below during the exercise period, as defined below
(the “New Shares”).
The exercise period for the Warrants will commence today, 4 December 2024.
A description of the process of exercising Warrants is provided below, and will
also be made available at
www.circio/warrants/exercise (https://eur03.safelinks.protection.outlook.com/?url
=https%3A%2F%2Fwww.circio.com%2Fen%2F%3Fp%3D5298%26preview%3Dtrue&data=05%7C02%7C
mats.hermansen%40circio.com%7Cfc10978d8026479d79f608dd13982b1b%7C66b0661a3ec348a8
a9665b0cce82b3fe%7C0%7C0%7C638688266490321727%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1
hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D
%7C0%7C%7C%7C&sdata=Ay5y%2FXQI0%2FS3AFsPs%2B2w1nSKfpjd8E9BiyRmwqDtr78%3D&reserved
=0)
Exercise period
The Warrants can be exercised only during the exercise period starting at 08:00
hours (CET) on 4 December 2024 and ending at 16:30 hours (CET) on 18 December
2024 (the “Exercise Period”).
The Warrants that are not exercised before the expiry of the Exercise Period on
18 December 2024 at 16:30 (CEST) will have no value and will lapse without
compensation to the Holder.
The Holders of Warrants who do not exercise their Warrants to subscribe for New
Shares may experience a dilution of their shareholding in the Company. Please
see section 10.20 “Dilution” in the Company’s securities note approved on 18
June 2024 (the “Securities Note” 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 “Prospectus”). The terms and conditions for the
issuance and exercise of Warrants are set out in the Prospectus applicable local
securities laws and available on the Company’s webpage (www.circio.com).
Exercise price per Warrant
Each Warrant gives the Holder the right to subscribe for and be allocated one
New Share in the Company at an exercise price equal to the higher of (i) the
volume weighted average price quoted for trades in the shares of the Company the
ten last trading days on the Oslo Stock Exchange prior to commencement of the
Exercise Period on December 4 2024 less a discount of 30% and (ii) NOK 0.60
Based on the criteria above, the exercise price per Warrant is NOK 0.60 (the
“Exercise Price”).
Exercise procedure and payment of shares
A Holder who wants to exercise Warrants and subscribe for New Shares (the
“Subscriber”) is requested to complete the following three steps, during the
Exercise Period:
- Send a completed and signed PDF document of the Warrants exercise form to
(the “Form”) by e-mail to contact@circio.com
The Form can be found on the website of the Company (www.circio.com) and as an
attachment to this press release.
- Contact the bank (VPS account manager) holding the Warrants on your behalf,
to request that the number of Warrants to be exercised are transferred to the
following VPS account number of Nordea Bank Abp, Norwegian branch (“Nordea”):
06001.2222.000
The transfer shall be marked with the “Name of VPS account Holder”.
It is recommended to start this process early due to processing lead time.
- Transfer the correct subscription amount (in NOK) to the bank account of
Circio Holding ASA at Nordea:
Account holder: Circio Holding ASA
SWIFT: NDEANOKK
Account no.: 6005.06.60667
IBAN#: NO5160050660667
The transfer shall be marked with the "Name of the Holder"
Responsibilities of the Subscriber:
The Subscriber is responsible for completing the above three steps in due time.
It is important to consider that the process needs to be completed, not just
initiated, before the expiry of the Exercise Period, which includes the Warrants
and the subscription amount being received in their respective accounts as
stated under step 2 and 3 above, before 16:30 on 18 December 2024.
The subscription amount shall be calculated based on the number of exercised
Warrants multiplied by the Exercise Price, i.e. NOK 0.60 (the “Subscription
Amount”). It is to be noted that the Subscriber, following the submission of the
Form, is expected to perform all steps in the transfer of Warrants and payment
of the Subscription Amount without further notice or information from the
Company.
Circio Holding ASA will cover the costs related to the issuance of the New
Shares. Other costs of the Holder, if any, including the cost for transferring
Warrants and the Subscription Amount from the Holder’s bank to recipient
account, shall be covered by the Holder.
By completing and submitting the signed Form, the Subscriber of the relevant
Warrants irrevocably undertakes to subscribe for and acquire a number of New
Shares equal to the number of Warrants exercised at the relevant exercise price.
If the transfer of Warrants to be exercised and/or payment of the Subscription
Amount by the Holder are not completed prior to the expiry of the Exercise
Period, the Company reserves the right not to issue New Shares, or a truncated
number of New Shares corresponding to the received payment from the Holder. When
a Subscriber’s default in timely payment of the Subscription Amount results in
that the New Shares subscribed will not be issued, then the exercised Warrants
are forfeited.
Delivery of the New Shares
The New Shares will be listed and issued upon registration of the share capital
increase in the Norwegian Register of Business Enterprises expected at year end
2024 / beginning of January 2025. The Company will strive towards delivering the
New Shares as soon as practically possible following the expiry of the Exercise
Period. The New Shares issued upon exercise of Warrants will be listed on the
Oslo Stock Exchange under ISIN NO0013033795 and ticker code “CRNA”.
The New Shares will not be transferred to the Holder before they are fully paid
and the share capital increase pertaining to the exercise of the Warrants has
been registered with the Norwegian Register of Business Enterprises.
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 technology for nucleic acid medicine
Circio Holding ASA is a biotechnology company developing powerful circular RNA
vector expression technology for next generation nucleic acid medicine.
Circio has established a unique circular RNA (circRNA) vector expression
platform for novel DNA, RNA and viral therapeutics. The proprietary circVec
technology is based on a modular genetic cassette design for efficient
biogenesis of multifunctional circRNA inside cells, which can be deployed in
multiple therapeutic settings, including genetic medicine, cell therapy and
chronic disease. The circVec platform has demonstrated up to 15-fold enhanced
and more significantly more durable protein expression vs. classic mRNA vector
systems and has the potential to become a new gold-standard platform technology
for nucleic acid and viral 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 pan-RAS cancer vaccine, TG01, targeting KRAS
driver mutations. TG01 is currently being tested in two clinical trials: RAS
-mutated pancreatic and lung cancer in the USA and multiple myeloma in Norway.
These studies are being run through academic and industry 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 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 is made available on the Company’s 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 “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 stock exchange announcement 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 stock exchange announcement 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
