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.
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