Circio announces that it has completed a capital raise of approx. NOK 200 million towards its in vivo CAR-T program
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- Circio has completed a private placement directed at new international investors raising approx. NOK 200 million in gross proceeds
- The funds will mainly be deployed towards accelerating Circio´s in vivo CAR-T cell therapy program, including screening and securing access to complementary vector and delivery technology
- The offer price was NOK 11.80 per share, corresponding to a 9% discount to the VWAP on 14 September 2026
- Existing shareholders will have the opportunity to participate in the proposed Subsequent Offering of up to approx. NOK 200 million
Oslo, Norway, 15 September 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 private placement (the "Private Placement") raising gross proceeds to the Company of approx. NOK 200 million, through the allocation of 16,865,000 new shares (the "Offer Shares"), each at a subscription price of NOK 11.80 per Offer Share (the "Offer Price"). The Offer Price corresponds to a 9% discount to the volume weighted average share price (VWAP) quoted for trade in the Company's shares on the Oslo Stock Exchange on 14 September 2026.
"The new capital will be dedicated towards Circio´s circular RNA in vivo CAR-T cell therapy program, an area of very high industry interest that has attracted substantial recent deal activity by big pharma," said Dr. Erik Digman Wiklund, CEO of Circio. "By securing this additional funding during a period of strong momentum for both in vivo CAR-T and circular RNA, Circio can now broaden and accelerate the circVec cell therapy program. This will include selecting and securing access to critical complementary vector and delivery technologies. The latest round comes on top of previous financings directed towards circVec platform development and our gene therapy program, and brings the total capital raised by Circio during 2026 to NOK 820 million (USD 88 million). The 2030 cash runway remains in place, but with broadened R&D activities and an expanded ambition level.”
The Company, with the assistance of Pareto Securities AS (the "Manager") invited a limited group of 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. Existing shareholders will have the opportunity to participate in the proposed Subsequent Offering (as further described below).
The net proceeds from the Private Placement will enable Circio to pursue a new addition to its R&D platform - in vivo cell therapy. This has limited overlap with the use of proceeds of prior financings that were mainly dedicated to circVec platform development and the gene therapy program. Specifically, the new funding will allow Circio to complete the screening and selection of DNA vector and T-cell targeted LNP-delivery systems currently ongoing in more than 10 active R&D collaborations. These complementary technologies are essential components to establish a complete circVec in vivo CAR-T therapeutic concept. Circio intends to secure access to the selected technologies via future in-licensing, technology acquisition or M&A transactions.
In connection with the Private Placement, the members of the Company's management and board of directors (the "Board") have entered into lock-up agreements for a period of six (6) months, subject to customary exemptions for 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 extraordinary general meeting held on 25 August 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 on or about 15 September 2026.
Settlement of the Offer Shares is expected to take place on 17 September 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 share lending agreements entered into between the Company, a group of existing shareholders, including the Company's board member and primary insider Thomas Falck, through Sølen AS, as share lenders and the Manager (the "Share Lending Agreements"). This information is subject to the disclosure requirements in Article 19 of Regulation (EU) 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
As a result, the Offer Shares will be tradable on Euronext Oslo Børs immediately following notification of allocation. The Manager will settle the share loans under the Share Lending Agreements with new shares in the Company to be issued once the share capital increase pertaining to the Private Placement is registered with the Norwegian Register of Business Enterprises.
Following registration of the share capital increase pertaining to the issuance of the Offer Shares with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 174,895,746 divided into 291,492,910 shares, each with a nominal value of NOK 0.60.
Deviation from preferential rights
The Private Placement represents a deviation from the shareholders' preferential right to subscribe for and be allocated the Offer Shares. The Board has carefully considered the structure of the equity raise in light of this and 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 significant shareholders of the Company.
Potential Subsequent Offering
The Board intends to carry out a subsequent offering of up to 16,865,000 new shares in the Company, equal to gross proceeds of approx. NOK 200 million, at a subscription price corresponding to the Offer Price (NOK 11.80) in the Private Placement (the "Subsequent Offering"). The Subsequent Offering will require the preparation and approval of an EU prospectus. The Subsequent Offering will, if carried out, subject to applicable securities laws, be directed towards existing shareholders in the Company as of 14 September 2026 (as registered in VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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 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 Mats Hermansen, VP Finance on behalf of the Company, at the time and date stated above in this announcement.
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