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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

relevant persons.

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.

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.