Circio Holding ASA

Capital/Financing Update • Sep 5, 2025

Circio Holding ASA - Conversion of Convertible Bonds and funding requested under Additional Financing Commitment from Atlas

Circio Holding ASA - Conversion of Convertible Bonds and funding requested under Additional Financing Commitment from Atlas

Reference is made to Circio Holding ASA's (the "Company") outstanding

convertible bonds as issued to Atlas Special Opportunities, LLC ("Atlas")

under the Investment Agreement entered into between Atlas and the Company in

March 2023.

Atlas has, by a notice of conversion, requested conversion of convertible

bonds with a nominal value of NOK 2,000,000. Pursuant to the bond terms, the

conversion price is NOK 0.5771. As the conversion price cannot be set lower

than the nominal value of the share, the conversion price for the conversion

is set to NOK 0.6 and the NOK 2,000,000 convertible bonds are convertible into

3,333,333 new shares in the Company.

The Company's share capital will accordingly be increased by NOK 1,999,999.80

by the issuance of 3,333,333 new shares in the Company at a conversion price

of NOK 0.6, upon completion of the conversion by registration of the share

capital increase in the Norwegian Register of Business Enterprises (Nw.:

Foretaksregisteret). Following the conversion, the Company's total share

capital will be NOK 65,305,046.40 divided into 108,841,744 shares, each with a

nominal value of NOK 0.60. The difference between NOK 0.6 and NOK 0.5771 a

value of approximately NOK 76,000, will be settled separately with

Atlas according to the Investment Agreement and applicable laws and

regulations.

Furthermore, reference is made to the stock exchange announcement by the

Company on 4 August 2025 regarding the extension of the financing commitment

by Atlas, enabling funding flexibility to the end of the fourth quarter 2025

(the "Additional Financing Commitment"). The Company has by a notice of

exercise under the Agreement and the Additional Financing Commitment requested

Atlas to subscribe and pay for one tranche of convertible bonds, consisting of

8 convertible bonds with an aggregate principal amount equal to NOK 4,000,000.

Atlas will be allocated these bonds under the terms and conditions of the

Investment Agreement.

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 powerful circular RNA

vector expression technology for next generation nucleic acid medicine.

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 cassette design for

efficient biogenesis of multifunctional circRNA inside cells. The circVec

platform has applications in multiple therapeutic settings, including genetic

medicine, cell therapy and chronic disease. It has demonstrated over 70-fold

prolonged RNA half-life and up to 15-fold enhanced protein expression vs.

conventional mRNA vector systems in vivo, and has the potential to become a

new gold-standard protein expression technology. The circRNA 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.