Circio Holding ASA – Mandatory notification of trade by primary insiders and close associates related to the rights issue and private placement

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 30 January 2026: Reference is made to the stock exchange announcement published by Circio Holding ASA (the “Company”) earlier today, 30 January 2026, regarding the final results of the rights issue and the private placement.

The following primary insiders and close associates to primary insiders have been allocated new shares and warrants in the Rights Issue and Private Placement, including new shares and warrants as commission for their pre-subscriptions in the Rights Issue:

• Erik Digman Wiklund, the CEO of the Company, has been allocated 150,000 new shares and the corresponding number of warrants in the Rights Issue and private placement. In addition, Erik Digman Wiklund has been granted 44,000 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue.

• Digman AS, a company closely associated with Erik Digman Wiklund, the CEO of the Company, has been allocated 250,000 new shares and the corresponding number of warrants in the Rights Issue and private placement.

• Ola Melin, Chief Operating Officer of the Company, has been allocated 150,000 new shares and the corresponding number of warrants in the Rights Issue and private placement. In addition, Ola Melin has been granted 16,500 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue.

• Thomas Birkballe Hansen, Chief Technology Officer of the Company, has been allocated 200,000 new shares and the corresponding number of warrants in the Rights Issue and private placement. In addition, Thomas Birkballe Hansen has been granted 22,000 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue.

• BioPharma Drug Licensing Group SL (“BioPharma”), a company closely associated with Lubor Gaal, the CFO of the Company, has been allocated 270,000 new shares and the corresponding number of warrants in the Rights Issue and private placement. In addition, Biopharma has been granted 29,700 new shares and the corresponding number of warrants as commission for pre-subscription in the Rights Issue.

• Victor Levitsky, Chief Scientific Officer of the Company, has been allocated 250,000 new shares and the corresponding number of warrants in the Rights Issue and private placement. In addition, Victor Levitsky has been granted 27,500 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue.

• Sølen AS, a close associate of Thomas Falck, board member of the board of directors of the Company, has been allocated 200,000 new shares, and the corresponding number of warrants in the Rights Issue and private placement. In addition, Sølen AS has been granted 22,000 new shares and the corresponding number of warrants as commission for pre-subscription in the Rights Issue.

• Diane Mary Mellett, board member of the board of directors of the Company, has been allocated 60,000 new shares and the corresponding number of warrants in the Rights Issue and private placement. In addition, Diane Mary Mellet has been granted 6,600 new shares and the corresponding number of warrants as commission for her pre-subscription in the Rights Issue.

• Robert Forbes Burns, deputy member of the board of directors of the Company, has been allocated 11,542 new shares and the corresponding number of warrants in the Rights Issue and private placement.

• Damian Marron, the Chairman of the board of directors of the Company, has been allocated 120,000 new shares and the corresponding number of warrants in the Rights Issue and private placement. In addition, Damian Marron has been granted 13,200 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue.

Please see the attached notifications of trade for information regarding the subscription rights exercised by primary insiders in the Rights Issue and Private Placement.

This 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.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: [phone]
Email: [e-mail]

Lubor Gaal, CFO
Phone: [phone]
Email: [e-mail]

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.

In parallel, Circio is continuing to develop its legacy immuno-oncology program, TG01, through cost-efficient external academic and industry collaborations. TG01 targets RAS-mutated cancers and is being tested in two clinical trials in Norway and the USA. TG01 is a therapeutic peptide vaccine adjuvanted by STIMULON QS-21 licensed from Agenus Inc.

– 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.
 

Attachments
260130 Notification Trade Primary Insiders Shares And Warrants