9th Jan 2026 06:00
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 9 January 2026: Reference is made to the stock exchange announcement published by Circio Holding ASA (the "Company") on 8 December 2025 with key information relating to the contemplated 88% underwritten and presubscribed rights issue in the Company, raising gross proceeds of up to NOK 50 million (the "Rights Issue").
Please see updated key information below:
Date on which the terms and conditions of the preferential rights issue were announced: 8 December 2025Last day of trading including subscription rights: 12 January 2026Ex-date: 13 January 2026Record Date: 14 January 2026 (assuming normal T+2 settlement)Date of approval of the Rights Issue: 12 January 2026 (extraordinary general meeting)Maximum number of new shares: 50 million sharesSubscription price: NOK 1.00Ratio preferential rights: Each existing shareholder as of 12 January 2026 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (VPS) at the expiry of 14 January 2026 (the Record Date)) will be granted 0.3481 subscription rights for each share registered as held by the shareholder. The number of subscription rights granted to each existing shareholder will be rounded down to the nearest whole subscription right.Subscription ratio: 1:1 (number of new shares per subscription right)Manager: Vator Securities AB (the "Manager")Will the rights be listed: Yes, the subscription rights will be listed on the Oslo Stock Exchange (ticker code: CRNAT)ISIN for the subscription rights: ISIN NO 0013711515Warrants: The subscribers in the Rights Issue will without additional consideration be allocated one warrant (Nw.: frittstående tegningsrett) (the "Warrants") issued by the Company for every new share subscribed for and allocated to the subscriber in the Rights Issue (the "Warrants"). The number of Warrants to be issued in the Rights Issue will be minimum 44,200,000 and maximum 50,000,000. Each Warrant will give the holder the right to subscribe for and be allocated one additional share in the Company at a subscription price equal to 80% of the volume-weighted average price of the Company's share on the Oslo Stock Exchange between 8 May 2026 - 22 May 2026, but not less than the nominal value of Company's shares at the time of the exercise period and may be exercised in the period from 09:00 hours (CEST) on 26 May 2026 to 16:30 hours (CEST) on 9 June 2026 (the "Exercise Period"). The Company may apply for listing of the Warrants on the Oslo Stock Exchange or Euronext Growth Oslo.ISIN for the Warrants: ISIN NO 0013711523Other information: Reference is made to the stock exchange announcement published by the Company on 8 December 2025, for further information regarding the Rights Issue. The Rights Issue is subject to (i) approval by the extraordinary general meeting to be held on 12 January 2026 and (ii) publication of a prospectus for the offering and listing of the new shares and warrants as approved by the Financial Supervisory Authority of Norway.This information is published in accordance with the requirements of the Continuing Obligations.
For further information, please contact:Erik Digman Wiklund, CEOPhone: +47 413 33 536Email: [email protected]
Lubor Gaal, CFOPhone: +34 683 34 3811Email: [email protected]
About CircioBuilding 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 40-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.
In parallel, Circio is continuing to develop its legacy immuno-oncology program, TG01, through cost-efficient external academic and industry collaborations. TG01 targets RAS-mutated cancers and is being tested in two clinical trials in Norway and the USA. TG01 is a therapeutic peptide vaccine adjuvanted by STIMULON QS-21 licensed from Agenus Inc.
- 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.
Any offering of the securities referred to in this announcement will be made by means of a prospectus (the "Prospectus") 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 "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 will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Managers.
In any EEA Member State other than Norway, 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 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.
The Manager is acting 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 "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. 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.
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Circio Ord