Circio Holding ASA – Notice of extraordinary general meeting on 12 January 2026
Summary by AI BETAClose X
Oslo, Norway, 19 December 2025 – Circio Holding ASA (OSE: CRNA, a biotechnology company developing novel circular RNA expression technology for gene and cell therapy, hereby calls for an extraordinary general meeting (the “EGM”) to be held on 12 January 2026 to resolve inter alia the proposed 88% secured rights issue of up to NOK 50 million (the "Rights Issue") as announced on 8 December 2025.
The EGM will be held on Monday 12 January 2026 at 10:00 hours (CET) as a physical meeting at the Company’s offices at Tordenskiolds gate 2 (c/o Mesh), 0160 Oslo, Norway.
The Rights Issue will be priced at NOK 1.00 per share and has strong support from Circio´s main shareholders, who have presubscribed for NOK 24.2 million (48.4%) of the Rights Issue. An additional underwriting commitment of NOK 20 million (40%) brings the total secured transaction level to 88.4% of the NOK 50 million.
Going forward, the net proceeds from the Rights Issue will serve as Circio's main source of funding. Following the announcement of the Rights Issue, the financing facility provided by Atlas Capital Markets LLC ("Atlas") has been closed. No convertible bonds remain outstanding, and Atlas no longer holds any shares in Circio.
The Rights Issue is expected to provide Circio with the necessary capital to fund its operations for approximately twelve months. This will enable Circio to deliver on several important pre-clinical circVec platform milestones and business development activities, including the recently announced feasibility study with a major global pharma company. The additional 1:1 warrant coverage per share subscribed in the Rights Issue will provide Circio with an opportunity to raise additional funds in June 2026, which is anticipated to prolong the cash runway well into 2027.
To carry out the Rights Issue, the board of directors has proposed that the EGM resolves several matters relating to the Rights Issue, including:
- share capital increases,
- issuance of warrants,
- issuance of shares and warrants to the pre-subscribers and potentially to the underwriter in the Rights Issue to settle the commission, and
- to ensure that the Pre-subscribers are allocated offer shares and warrants for their full pre-subscription amount in the Rights Issue, the board of directors proposes a private placement to increase the Company's share capital by issuing new shares to the pre-subscribers and warrants to the extent that the pre-subscribers are not allocated offer shares for their full pre-subscription amount.
In addition, the board of directors proposes that the EGM renews the authorization to increase the Company's share capital by 40%, which is important to be able to take advantage of the opportunity to complete equity issues when market conditions are considered attractive.
Also, the board of directors proposes that the EGM renews the authorization to increase the Company's share capital in connection with share incentive option program, which is an important element in the recruitment and retention of key employees.
The notice and agenda of the EGM are attached hereto including further information on advance voting, power of attorney and physical participation. The notice is also made available on the Company’s webpage www.circio.com under the heading “Investors”.
This information is subject to disclosure under the Norwegian Securities Act section 5-12 and the requirements of Oslo Børs’ Continuing Obligations.
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