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Circio Holding ASA

Share Issue/Capital Change Jan 9, 2026

3769_rns_2026-01-09_a828f686-5105-464f-bead-4347ac2e1459.html

Share Issue/Capital Change

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Circio Holding ASA Updated key information relating to the rights issue

Circio Holding ASA Updated key information relating to the rights issue

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 2025

* Last day of trading including subscription rights: 12 January 2026

* Ex-date: 13 January 2026

* Record 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 shares

* Subscription price: NOK 1.00

* Ratio 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 0013711515

* Warrants: 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 0013711523

* Other 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, CEO

Phone: +47 413 33 536

Email: [email protected]

Lubor Gaal, CFO

Phone: +34 683 34 3811

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 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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