Circio announces 88% underwritten and presubscribed NOK 50 million rights issue with strong support from existing shareholders
Summary by AI BETAClose X
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Oslo, Norway, 8 December 2025 – 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 a proposed partially underwritten and presubscribed (88.4%) rights issue of up to NOK 50 million priced at NOK 1.0 per share (the "Rights Issue").
The Rights Issue has strong support from several of Circio´s main shareholders and presubscription commitments of NOK 24.2 million in total (48.4%). The Rights Issue will provide Circio with the necessary capital to fund its operations for around twelve months and thereby deliver several important pre-clinical development milestones for its circVec circular RNA expression platform, including the recently announced feasibility study with a major global pharma company.
Short overview of the proposed terms of the Rights Issue:
- Circio plans to raise up to NOK 50 million in the Rights Issue at subscription price NOK 1.0. All shareholders will be given the opportunity to subscribe for their pro rata number of shares
- Certain existing and new shareholders have presubscribed for NOK 24.2 million (48.4%) of the Rights Issue, of which NOK 1.8 million from members of Circio´s board of directors (the "Board"), management and employees, including NOK 0.4 million from CEO, Erik Digman Wiklund
- The Rights Issue includes a guarantee commitment of NOK 20 million on top of the pre-subscriptions, ensuring minimum proceeds of NOK 44.2 million (88.4% of the maximum transaction size)
- The Rights Issue, will provide Circio with around twelve months cash runway and enable the delivery of several important R&D milestones for both its gene and cell therapy programs
- The Rights Issue will include 1:1 warrant coverage for all subscribed shares, with exercise period in May/June 2026 at 20% discount to the market price at that time. The warrants may provide Circio with additional runway well into 2027
- The Rights Issue will enable Circio to fund its operations without further need to draw on the convertible bond financing facility by Atlas Capital Markets LLC, for which all remaining bonds were converted into shares in October 2025
"The Board strongly supports the Rights Issue, including all Directors and senior management pre-committing to invest," said Damian Marron, Chair of the Board of Directors of Circio. "Circio has made tremendous progress over the last twelve months, scientifically and financially. The recent fully funded research collaboration signed with a major global pharmaceutical company is a result of this progress. The proceeds of the Rights Issue will enable Circio to accelerate the R&D activities for its industry-leading circular RNA expression technology, and thereby continue the strong progress made in 2025 to build further value for all our stakeholders in 2026."
"With strong support from existing shareholders a new chapter now begins for Circio," said Dr. Erik Digman Wiklund, CEO of Circio. "The Rights Issue and warrant structure will provide financial runway through 2026, and most likely well into 2027. This will enable me and the talented Circio team to fully focus on and accelerate our R&D activities to deliver major pre-clinical milestones, forge novel partnerships and advance our in-house programs in gene and cell therapy towards the clinic. The Atlas facility has been an essential source of funding to complete the corporate turn-around and bring our circVec technology to where it is now, but will no longer be required. Today, Circio is a leading circular RNA platform company with clear differentiation and a strong foundation for success.”
Proposed terms for the potential Rights Issue:
The Board has, in consultation with existing significant shareholders of the Company and Vator Securities AB (acting as manager in the Rights Issue (the “Manager“)), resolved to propose that the Company carries out the Rights Issue with the following terms:
- The Company will raise gross proceeds of up to NOK 50 million by the issuance of up to 50 million new shares (the “New Shares“) at a subscription price of NOK 1.0 per New Share (the “Subscription Price“), representing a discount of approximately 21% to the volume weighted average price for the Company’s shares on the Oslo Stock Exchange during the last ten trading days, up to and including 5 December 2025.
- The Company will issue one warrant (Nw.: frittstående tegningsrett) (a “Warrant“) for each New Share issued and allocated in the Rights Issue for no additional consideration.
The Rights Issue is subject to approval by an extraordinary general meeting of the Company to be held on or about 12 January 2025 (the “EGM“). The notice of EGM will be published by a separate stock exchange notice and sent to shareholders on or about 19 December 2025. The Rights Issue is also subject to the publication by the Company of a prospectus approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) and, if so decided by the Board, passported to Sweden, on or prior to the first day of the subscription period for the Rights Issue (the “Prospectus“).
Subject to approval by the EGM, each existing shareholder as of the date of the EGM (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the “VPS“)) as at the expiry of the second trading day following the EGM (the “Record Date”) will be granted 0.3481 subscription right (rounded down to the nearest whole number of subscription rights) for each share in the Company registered as held by the shareholder on the Record Date. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one New Share and one Warrant in the Rights Issue.
The Warrants are expected to be tradeable and each Warrant will give the holder the right to subscribe for and be allocated one additional share in the Company at an exercise price corresponding to 80 per cent 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 (as defined below). The Warrants may be exercised in the period from 08:00 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, alternatively, Euronext Growth Oslo.
The Company has received subscription commitments for participation in the Rights Issue (the “Presubscribers“) from certain existing shareholders, including NOK 1.8 million from members of the Company’s Board, management and employees, and other investors (each a “Presubscribing Investor“) for a total amount of NOK 24.2 million, corresponding to 48.4% of the Rights Issue. The Presubscribing Investors have undertaken to vote for the shares held by them at the time of the EGM in favor of the EGM agenda items relating to the Rights Issue. The Presubscribing Investors will receive a commission equal to 11% of their presubscription amount, which shall be settled by issuance of by the Company of new shares at the Subscription Price and one Warrant per each such new share for no additional consideration.
In addition, the Company has received an underwriting commitment (the “Underwriting Commitment“) from Philip Ohlsson (the “Underwriter“) for a total amount of NOK 20 million, corresponding to 40% of the Rights Issue. The Underwriter will receive an underwriting commission equal to 11% of the underwritten amount paid in cash or, alternatively at the Underwriter's choice, 13% of the underwritten amount to be settled by the Company issuing new shares at the Subscription Price and one Warrant per each such new share for no additional consideration. Further, to secure the Company’s liquidity needs until the completion of the Rights Issue, the Company has entered into a Bridge Loan with the Underwriter (as further described below) for approximately NOK 8 million.
The full terms and conditions of the Rights Issue will be included in the Prospectus, which will be published prior to the commencement of the subscription period in the Rights Issue, expected to take place from on or about 19 January 2026 to 2 February 2026 at 16:30 hours (CET).
Lock-up agreements:
In connection with the Rights Issue, all members of the Board and management in the Company holding shares in the Company prior to commencement of the Rights Issue, have undertaken a 180-day lock up from the date of this announcement towards the Manager on customary terms.
Bridge Loan:
In order to secure the Company’s liquidity needs until the Rights Issue has been completed, the Company has entered into a loan agreement for approximately NOK 8 from the Underwriter (the “Bridge Loan“). The Bridge Loan shall be repaid after the Rights Issue and no later than 28 February 2026.
Vator Securities AB is acting as Manager for the Rights Issue. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Rights Issue.
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