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RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 18 December 2024: Reference is made to the stock exchange announcement
published by Circio Holding ASA (the “Company”) on 13 December 2024, regarding
the invitation to receive available warrants and subscribe for new shares in the
Company (the “Invitation”).
A total of 13,864,852 warrants (Nw.: frittstående tegningsretter) (the
“Warrants”) were issued in connection with a rights issue completed in 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 Warrant of NOK 0.60. The
Company has been given access to 6,486,915 Warrants from Holders not wishing to
exercise their Warrants (the “Available Warrants”).
Potential investors (the “Potential Investors”) interested in exercising
Available Warrants and subscribing for new shares were requested to complete an
application form (the “Application Form”) by 17 December 2024 at 16:00 hours
(CET). Based on the Application Forms received by the Company within the
deadline, the Company received applications for approximately 3 times more
subscriptions than the number of Available Warrants.
Based on the above, the board of directors has today allocated all 6,486,915
Available Warrants to Potential Investors. Further, it was resolved to complete
a private placement (the “Private Placement”) by the issuance of 4,903,925 new
shares in the Company at a subscription price of NOK 0.60 per share allocated to
Potential Investors. The total subscription amount for the Available Warrants
and the Private Placement is NOK 6,834,504.
Potential Investors being allocated Available Warrants or new shares in the
Private Placement will be notified during the day. The Warrant exercise period
closes today 18 December at 16:30 CET and the preliminary overall outcome will
be announced by the Company shortly thereafter.
Prior to resolving the Private Placement, the board of directors made equal
treatment considerations as the Private Placement implies a deviation from the
shareholders’ pre-emptive right to subscribe for and be allocated new shares
pursuant to the Norwegian Public Limited Liability Companies Act, as well as the
requirements relating to equal treatment of shareholders under the rules on
equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange, and the Oslo Stock Exchange’s Guidelines on the rule of equal
treatment. It was emphasized that all existing shareholders and potential new
investors were invited to participate in the Private Placement. Further, the
Company wishes to reduce its reliance on the Atlas convertible bond financing
facility, has an urgent need for equity and has been actively seeking to
strengthen its shareholder base. Therefore, the board of directors concluded
that the Private Placement would be in the best interests of shareholders and
the Company, and the board of directors believes it has sufficient grounds for
any differential treatment of shareholders.
The Company’s share capital following the Private Placement will be NOK
34,337,744.40, divided by 57,2229,574 shares each with a nominal value of NOK
0.60.
The exercise period for the Warrants will expire today, 18 December 2024 at
16:30 hours (CET). The Company will publish a stock exchange announcement
separately for the results of the warrant exercise.
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
