Circio completes transformational fundraising of NOK 300 million to strengthen its position as the global leader in circular RNA-based gene expression systems
Summary by AI BETAClose X
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- Circio has secured NOK 300 million in gross proceeds from the exercise of warrants and an underwritten private placement
- This brings the total capital raised by Circio in the first half of 2026 to approx. NOK 620 million (USD 65 million)
- The funds will be deployed to build the circVec platform and advance a lead gene therapy program to IND-filing and clinical proof of concept, with a financial runway until the end of 2030
Oslo, 9 June 2026: Reference is made to the stock exchange announcement published by Circio Holding ASA (OSE: CRNA) (the “Company” or "Circio") earlier today, 9 June 2026, regarding the last day of the exercise period for the 67,680,945 warrants (Nw.: frittstående tegningsretter) with ISIN NO0013711523 (the “Warrants”) issued in connection with the rights issue and related private placement completed in February.
In total, warrants for approx. NOK 213 million were exercised during the exercise period. With the addition of approx. NOK 87 million utilized of the NOK 150 million underwriting commitment in the potential private placement announced on 26 May 2026, Circio has thereby secured the target total of NOK 300 million in gross proceeds. The warrant program had strong support from several of the main existing shareholders, as well as Circio management and employees for in total approx. NOK 1.44 million. The funding will be deployed to accelerate and broaden circVec platform development and advance a lead gene therapy program to IND-filing and clinical proof of concept, with a financial runway until the end of 2030.
“The warrant exercise program concludes Circio's highly successful fundraising efforts in 2026, bringing in a total of USD 65 million in new capital,” said Dr. Erik D Wiklund, CEO of Circio. “This new funding is truly transformational for Circio. It will allow us to accelerate pre-clinical development of the circVec platform as a novel gold-standard gene expression system for next generation gene and cell therapies. We have now also secured the resources to bring a lead program forward towards clinical proof-of-concept and, in parallel, build Circio into an international caliber end-to-end biotech player with a leading and highly differentiated circular RNA technology.”
The financing of NOK 300 million announced today, allied to the two fundraisings earlier this year, completes a remarkable turnaround for Circio,” said Damian Marron, Chair of the Board of Directors of Circio. “The dedication, perseverance and skill of our CEO, Erik D Wiklund, along with his management and the entire Circio organization to reach this point has been exemplary. We intend to invest our funds wisely with the aim to create groundbreaking new medicines and value for patients, shareholders and all our stakeholders.”
RESULTS OF THE WARRANT EXERCISE
Each Warrant gave the holder a right to subscribe for one new share in the Company at an exercise price of NOK 8.2508 per share (the “Exercise Price”). The exercise period for the Warrants expired at 16:30 hours (CEST) today, 9 June 2026. At the expiry of the exercise period, a total of 25,781,827 Warrants for a total amount of NOK 212,720,698.21 were validly exercised at the Exercise Price by more than 400 individual subscribers and, consequently, a corresponding number of new shares (the “New Shares”) in the Company will be issued.
Notifications of allocated New Shares and the corresponding total exercise amount to be paid by each subscriber are expected to be distributed electronically through the VPS on or about 10 June 2026. The payment for the New Shares to be issued to the subscribers as a result of the exercise of Warrants falls due on 12 June 2026 (the “Payment Date”).
Subject to timely payment of the aggregate exercise amount for the New Shares on the Payment Date, the Company expects that the share capital increase pertaining to the issuance of the New Shares will be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) (the “NRBE”) on or about 18 June 2026 and that the New Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 19 June 2026.
The New Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the issuance of the New Shares has been registered with the NRBE.
THE UNDERWRITING PRIVATE PLACEMENT
Reference is made to the stock exchange announcement published by the Company on 26 May 2026 regarding the underwriting agreements (the “Underwriting Agreements”) entered into by the Company in connection with the commencement of the exercise period for the Warrants.
Pursuant to the Underwriting Agreements, the Underwriters had undertaken to secure minimum gross proceeds of NOK 150 million in connection with the exercise of Warrants, subject to a utilization cap of NOK 300 million. As Warrants for a total amount of NOK 212,720,698.21 were validly exercised, new shares for a total amount of NOK 87,279,297.38 shall be subscribed for by the Underwriters (the "Underwriting Shares"). The board of directors (the "Board"), has today, following close of the exercise period of the Warrants, resolved to increase the Company's share capital by NOK 6,346,969.80, through the issuance of 10,578,283 Underwriting Shares at the Exercise Price (the "Underwriting Private Placement”) by use of the board authorisation granted to the Board at the Company's annual general meeting held on 8 May 2026 (the "Authorisation").
The Underwriting Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the issuance of the Underwriting Shares has been registered with the NRBE.
ATLAS SPECIAL OPPORTUNITES COMPENSATION SHARE ISSUE
Reference is made to the convertible bonds as issued to Atlas Special Opportunities, LLC ("Atlas") under the investment agreement entered into between Atlas and the Company in March 2023 and the eight conversions of a total of 30 convertible bonds during 2024 and 2025, where the contractual conversion price was below the nominal value of the Company's share (NOK 0.60). As the conversion price could not be set lower than the nominal value, the conversion price for these conversions was set to NOK 0.60, and Atlas was granted an option to subscribe for new shares in the Company to compensate the difference. The total difference amount to NOK 741,471, which pursuant to the amendment agreement dated 24 July 2025 shall be settled through the issuance of new shares (the "Compensation Shares").
The Board has today resolved to increase the Company's share capital by NOK 57,262.80 through the issuance of 95,438 Compensation Shares at a subscription price of NOK 0.60 per Compensation Share by use of the Authorisation.
The Compensation Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the issuance of the Compensation Shares has been registered with the NRBE.
NEW SHARE CAPITAL
The Company's share capital following the issuance of the New Shares, the Underwriting Shares and the Compensation Shares will be NOK 164,776,746, divided into 274,627,910 shares, each with a nominal value of NOK 0.60. The New Shares, the Underwriting Shares and the Compensation Shares will be registered under the same ISIN as the Company's existing shares (ISIN NO0013033795).
The New Shares, the Underwriting Shares and the Compensation Shares will be listed as soon as the new shares are fully paid, the share capital increases have been registered with the NRBE, and the new shares have been issued in the VPS.
ADVISORS
Pareto Securities AS is acting as Sole Global Coordinator and APREA Partners AB is acting as Joint Bookrunner in the Underwriting Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
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