Circio Holding ASA — Share Issue/Capital Change 2026

Apr 8, 2026

Circio announces that it has completed a significantly oversubscribed financing of NOK 250 million

Circio announces that it has completed a significantly oversubscribed financing of NOK 250 million

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* Circio has completed a significantly oversubscribed private placement

directed at new investors raising NOK 250 million in gross proceeds

* The financing provides financial runway into 2030, and allows Circio to

scale up and accelerate the development of its circVec circular RNA

expression platform

* The offer price was NOK 10.8, corresponding to an at market pricing compared

to the closing price on the trading day prior to launch, a 5% premium to the

5-day VWAP and a 20% premium to the 10-day VWAP

* A subsequent offering of up to NOK 82.5 million is planned in about 3 weeks,

where existing shareholders can participate on the same terms

Oslo, Norway, 8 April 2026 -- Circio Holding ASA (OSE: CRNA) (the "Company"),

a biotechnology company developing novel circular RNA expression technology

for gene and cell therapy, today announces that it has successfully completed

a directed share issue (the "Private Placement") raising gross proceeds to the

Company of approximately NOK 250 million, through the allocation of 23,148,148

Offer Shares, each at a subscription price of NOK 10.80 per Offer Share (the

"Offer Price"). The Offer Price corresponds to the market price at the opening

of the last trading day, a 5% premium to the 5-day VWAP and a 20% premium to

the 10-day VWAP.

The Company, with the assistance of Pareto Securities AS (the "Manager"),

invited a limited group of new potential investors, both Nordic and

international, to participate in the Private Placement. The Private Placement

attracted strong interest in the pre-sounding phase and ended up being

conducted as a club deal, with the final club deal book 2.3 times covered.

Existing shareholders will have the opportunity to participate on the same

terms in the proposed Subsequent Offering (as further described below).

"This oversubscribed private placement is a truly transformational event for

Circio, and a testament to the major scientific and business development

achievements over the past year" said Dr. Erik Digman Wiklund, CEO of Circio.

"With this capital infusion, Circio can substantially scale up the development

of its circVec circular RNA-based expression platform and extend the cash

runway into 2030. We already have an exciting pipeline of upcoming R&D

milestones, which can now be broadened and accelerated with the aim of

validating the circVec platform in new areas and creating novel business

opportunities in the near to mid-term future."

The net proceeds from the Private Placement will be used to extend Circio s

financial runway into 2030 and scale up pre-clinical circVec R&D activities.

The circVec-AAV gene therapy program will be accelerated in heart, eye and

CNS, with the aim to select one or more candidates for clinical development

and to complete the ongoing feasibility study with a major global

pharmaceutical corporation. In parallel, new infrastructure and human

resources will be deployed towards the circVec-LNP in vivo CAR-T cell therapy

project to accelerate the pre-clinical development program to the next value

inflection point. In addition, Circio will strengthen its business development

activities to capitalize on its early-mover advantage in the rapidly expanding

field of gene and cell therapy.

In connection with the Private Placement, the members of the Company's

management and Board, and the Company, have entered into lock-up agreements

for a period of six (6) months, subject to customary exemptions including for

the Company, the Private Placement, the Subsequent Offering (as defined below)

and issuance of shares related to the Company's outstanding dilutive

instruments, and for management and the Board, funding obligations relating to

tax and exercise of the outstanding dilutive instruments.

The share capital increase pertaining to the Private Placement and the

issuance of the Offer Shares were adopted by the Board pursuant to an

authorisation granted by the Company's general meeting held on 12 January 2026

(the "Authorisation"). Notifications of allotment of the Offer Shares and

payment instructions are expected to be distributed to the applicants through

a notification from the Manager (as defined below) on or about 8 April 2026.

Settlement of the Offer Shares is expected to take place on or about 10 April

2026. The Offer Shares allocated in the Private Placement will be settled on a

delivery-versus-payment (DVP) basis using existing and unencumbered shares in

the Company that are already listed on Euronext Oslo Børs, pursuant to a share

lending agreement entered into between the Company, a group of existing

shareholders as share lenders and the Manager (the "Share Lending Agreement ")

As a result, the Offer Shares will be tradable on Euronext Oslo Børs

immediately following notification of allocation. The Manager will settle the

Share Lending Agreement with new shares in the Company to be issued by the

Board pursuant to the Authorisation.

Following registration of the share capital increase pertaining to the Private

Placement with the Norwegian Register of Business Enterprises, the Company

will have a share capital of NOK 142,832,901.00 divided into 238,054,835

shares, each with a nominal value of NOK 0.60

Equal treatment of shareholders

The Private Placement represents a deviation from the shareholders'

preferential right to subscribe for the Offer Shares. The Board has carefully

considered the structure of the equity raise in light of the equal treatment

obligations under the Norwegian Securities Trading Act and the Norwegian

Public Limited Liability Companies Act, and the Board is of the opinion that

it is in compliance with these principles. The Board is of the view that it is

in the common interest of the Company and its shareholders to raise equity

through a private placement, as it enables the Company to raise equity

efficiently and in a timely manner and at a lower cost and with significantly

reduced completion risk compared to a rights issue. None of the participants

in the Private Placement are shareholders of the Company and the Private

Placement will strengthen the Company's balance sheet and shareholder base in

uncertain times.

Potential Subsequent Offering

The Board intends to carry out a subsequent offering of up to 7,638,888 new

shares in the Company, equal to gross proceeds of approximately NOK 82.5

million, at a subscription price corresponding to the Offer Price in the

Private Placement (the "Subsequent Offering"). The size of the subsequent

offering represents 33% of the Private Placement and is below the threshold of

EUR 8 million for an EEA prospectus, which will allow the Company to carry out

the Subsequent Offering in an efficient manner.

The Subsequent Offering will, if carried out, subject to applicable securities

law, be directed towards existing shareholders in the Company as of 7 April

2026 (as registered in VPS two trading days thereafter) who (i) were not

allocated Offer Shares in the Private Placement, and (ii) are not resident in

a jurisdiction where such offering would be unlawful or would (in

jurisdictions other than Norway) require any prospectus, filing, registration

or similar action. The Subsequent Offering is subject to the publication of a

national prospectus and the prevailing market price of the Company's shares

together with the corresponding trading volume following the Private

Placement. The Board may decide that the Subsequent Offering will not be

carried out in the event that the Company's shares trade below the Offer Price

at sufficient volumes. The Company reserves the right in its sole discretion

to not conduct or to cancel the Subsequent Offering and will, if and when

finally resolved, issue a separate stock exchange notice with further details

on the Subsequent Offering.

Advisors

Pareto Securities AS is acting as manager and bookrunner in the Private

Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the

Company in the Private Placement.

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 Section 5-12 of the Norwegian Securities Trading Act. The stock

exchange announcement was published by CEO Erik Digman Wiklund, at the time

and date stated above in this announcement.

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 2026-04-08 02:42 CEST.

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 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.

-- 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.