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Circio Holding ASA — Capital/Financing Update 2026
May 26, 2026
3769_rns_2026-05-26_177e5d7a-baec-4678-a33e-e59105a396d5.html
Capital/Financing Update
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Warrants exercise period commences today potential proceeds to transform Circio into a clinical-stage circular RNA company
Warrants exercise period commences today potential proceeds to transform Circio into a clinical-stage circular RNA company
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, Norway, 26 May 2026 -- Circio Holding ASA (OSE: CRNA) ("Circio" or the
"Company"), a biotechnology company developing novel circular RNA expression
technology for gene and cell therapy, today announces the commencement of the
exercise period for the 67,680,945 warrants (Nw.: frittstående tegningsretter)
(the "Warrants") listed on the Oslo Stock Exchange under the ticker "CRNAS"
(the "Warrant Program"), and the Company's planned use of the potential
proceeds. The exercise period commences today, 26 May 2026 at 08:00 CEST to 9
June 2026 at 16:30 CEST, at an exercise price of NOK 8.2508 per warrant (the
"Exercise Price").
* The exercise period for Circio's Warrant Program commences today at 08:00
CEST until 16:30 CEST on 9 June 2026, at an exercise price of NOK 8.2508 per
Warrant (20% discount to volume weighted average price (VWAP) in the period
8--22 May 2026)
* Each Warrant gives the holder a right to subscribe for one new share in the
Company at the Exercise Price (the "New Shares")
* The potential proceeds from the Warrants Program will be transformative: on
top of Circio's existing cash position, which already provides runway to end
of 2030 on a focused preclinical platform strategy, the additional capital
will take Circio's lead circVec-AAV gene therapy program in a genetic heart
disease into the clinic
* Gross proceeds of NOK 150 million have already been secured through an
underwriting agreement entered into by the Company in connection with the
Warrant Program, providing certainty of the minimum capital available for
the planned use of proceeds
* Circio management has committed to exercise warrants for a total of NOK 1.25
million, of which NOK 350,000 by the Company's CEO Dr. Erik D Wiklund
* The use of proceeds is structured as a two-step plan: NOK 150 million
(already secured) funds a lead program through IND filing in 2H 2028; NOK
300 million extends this plan through Phase 1/2 clinical efficacy data, with
runway to the end of 2030.
* This development is fundamentally transformative for Circio on a stand-alone
basis, taking the Company from a preclinical platform play to a
clinical-stage circular RNA leader, and also materially sharpens its profile
as a high value, strategic player in the gene and cell therapy field.
* A webcast will be held on Thursday 28 May 2026 at 10:00 CEST, with CEO Dr.
Erik D Wiklund presenting the Warrant Program, use of proceeds, and
highlights from the recent Circio presentations at the American Society of
Gene & Cell Therapy Annual Meeting 2026
(https://www.circio.com/en/circio-presents-new-and-extensive-circvec-data-at-asgct-supporting-substantial-aav-dose-reduction/)
(ASGCT 2026).
A transformative step -- from a fully-funded preclinical platform into the
clinic
Following the NOK 250 million private placement in April 2026, Circio has
secured a cash runway to the end of 2030 on a focused preclinical platform
strategy. This existing capital is being deployed to broaden and accelerate
the circVec gene therapy platform across heart, eye and CNS, including
completion of the ongoing feasibility study with a top-5 global pharmaceutical
company, in vivo efficacy studies in disease models, non-human primate
validation, lead candidate selection, and the buildout of in-house in vivo
CAR-T cell therapy capability.
On top of this foundation, the potential proceeds from the Warrant Program
will accelerate Circio's lead circVec-AAV gene therapy program in genetic
heart disease towards the clinic, through disease model efficacy testing and
IND-enabling toxicology studies, targeting IND filing in 2H 2028 and clinical
entry in 2029. The funding also supports scale-up of circVec-AAV
manufacturing, establishment of a state-of-the-art in vivo CAR-T delivery
system, and the buildout of clinical, CMC and corporate teams for the
transition into clinical development.
"This is a defining moment for Circio," said Dr. Erik Digman Wiklund, CEO of
Circio. "Our existing cash position already provides runway until the end of
2030 to execute on a broad preclinical circVec platform strategy. The
potential proceeds from the Warrant Program will take Circio a fundamental
additional step further, accelerating the lead circVec gene therapy program
towards IND-filing and turning Circio into a clinical-stage circular RNA
company. This expands the value we can build in-house and positions Circio
optimally for partnering and strategic discussions in the rapidly evolving
circular RNA field."
NOK 150 million already secured through underwriting agreement for the Warrant
Program
To provide certainty around the minimum proceeds from the Warrant Program,
Circio has secured gross proceeds of NOK 150 million through an underwriting
agreement entered into in connection with the program (the "Underwriting").
The underwriting commitment ensures that Circio can initiate the planned
transition to clinical development regardless of the final level of Warrant
exercise. The underwriting commitment will be reduced on a NOK for NOK basis
from NOK 150,000,000 if Warrants for a gross amount in excess of NOK
150,000,000 are exercised and thus be zero if Warrants are exercised for a
gross amount of NOK 300,000,000.
The Underwriting is described further in a separate stock exchange
announcement to be published shortly.
In addition to the Underwriting, members of Circio's management have committed
to exercise Warrants and subscribe for new shares for a total amount of NOK
1.25 million, including NOK 350,000 from the Company's CEO Dr. Erik Digman
Wiklund.
A two-step use of proceeds plan
The planned use of proceeds is structured in two steps and maintains the end
of 2030 cash runway, providing both downside certainty and meaningful upside
optionality depending on the final level of Warrant exercise.
The first step (NOK 150 million, fully secured through the underwriting
agreement) funds the lead circVec-AAV gene therapy program in a genetic heart
disease through IND-enabling pharmacology and toxicology studies, IND filing
in 2H 2028 and readiness for clinical entry in 2029, alongside scale-up of
circVec-AAV manufacturing, expansion of circVec-AAV testing into novel
tissues, establishment of a state-of-the-art in vivo CAR-T delivery system,
and buildout of clinical and CMC teams. Additional funding from financing or
partnering activities would be required to initiate the clinical study.
The second step (NOK 300 million in aggregate) adds a Phase 1/2 clinical study
of the lead circVec-AAV gene therapy program in a genetic heart disease to
generate clinical safety and efficacy data. Such clinical data would
substantially strengthen and de-risk the circVec platform, and thereby also
Circio s overall position. This funding will include manufacturing of GMP
material for clinical studies, validation of the in vivo CAR-T delivery system
in primates, and establishment of non-viral delivery to novel cell and tissue
types.
Webcast -- 28 May 2026 at 10:00 CEST
CEO Dr. Erik Digman Wiklund will host a live webcast in Norwegian on Thursday
28 May 2026 at 10:00 CEST, summarizing Circio's ASGCT 2026 presentations and
the Warrant Program. Registration details are available on the Circio website.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR and section 5-12 of the Norwegian Securities Trading Act. The
information was submitted for publication at 2026-05-26 07:00 CEST.
This stock exchange announcement was published by Mats Hermansen, VP Finance,
on behalf of the Company, at the time and date stated above in this
announcement.
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: [email protected]
Lubor Gaal, CFO
Phone: +34 683 34 3811
Email: [email protected]
For more information regarding the Warrant Program, please contact:
Pareto Securities AS
Phone: +47 24 13 39 19
Email: [email protected]
About Circio
Building 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 50-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.
-- 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.
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 are available from the Company's
registered office and subject to certain exceptions, on the website of the
Company.
In any EEA Member State other than Norway and Sweden, 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 being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as "investment professionals" for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
"relevant persons") and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
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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
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or purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
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Matters discussed in this announcement may constitute forward-looking
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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
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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.