Announcement of the terms of the underwriting and the Unused Warrants Option Agreement in connection with the Warrant Program

May 26, 2026
Press release - Regulatory

Oslo, 26 May 2026: Reference is made to the stock exchange announcement published by the Company earlier today, 26 May 2026, regarding the commencement of the exercise period for the 67,680,945 warrants issued on ISIN NO0013711523 in connection with the rights issue and related private placement (Nw.: frittstående tegningsretter) (the "Warrants").

Each Warrant gives the holder the right to subscribe for one (1) new share in the Company at an exercise price of NOK 8.2508 (the "Exercise Price"), representing a 20% discount to the volume-weighted average trading price (VWAP) quoted on the Oslo Stock Exchange for trades in the shares in the Company during the period from 8 May 2026 to 22 May 2026.

 

The exercise period for the Warrants runs from 08:00 hours (CEST) on 26 May 2026 to 16:30 (CEST) on 9 June 2026 (the "Exercise Period"). The total gross proceeds to the Company if all Warrants are exercised will amount to approximately NOK 558 million (the "Maximum Warrant Proceeds").
 
THE UNDERWRITING
In connection with the exercise of the Warrants, the Company has entered into underwriting agreements (the "Underwriting Agreements") with Pareto Securities AS (the "Manager") and certain new investors (together with the Manager, the "Underwriters"). Pursuant to the Underwriting Agreements, the Underwriters have undertaken, severally and not jointly, to secure minimum gross proceeds of NOK 150 million in connection with the exercise of Warrants (the "Total Underwriting Obligation"), representing 26.86% of the Maximum Warrant Proceeds. The underwriting provided pursuant to the Underwriting Agreements (the “Underwriting”) is subject to a utilisation cap of NOK 300 million (the "Utilisation Cap"), representing 53.72% of the Maximum Warrant Proceeds. The extent to which the Underwriting is triggered depends on the Warrant utilisation, as follows:
 
a) if Warrants for a total amount in the range between NOK 0 and NOK 150 million (i.e. 0% and 26.86% of the Maximum Warrant Proceeds) have been validly exercised prior to the expiry of the Exercise Period, then the Underwriting shall be drawn in full;

b) if Warrants for a total amount in the range between NOK 150 million and the Utilisation Cap have been validly exercised prior to the expiry of the Exercise Period, then the Underwriters’ commitment shall be reduced on a linear basis for the amount of Warrant exercise in that interval (i.e. the Underwriters shall subscribe for new shares for a total amount equal to the difference between the Utilisation Cap and the amount for which Warrants have been validly exercised), resulting in proceeds of NOK 300 million from the Warrants Exercise and Underwriting in total; and

c) if Warrants for a total amount at or above the Utilisation Cap have been validly exercised prior to the expiry of the Exercise Period, then the Underwriters shall not be required to subscribe for any shares based on their Underwriting obligations.

The Underwriting is divided between the Underwriters as follows:

  • Pareto Securities AS, NOK 67,000,000
  • Fenja Capital I A/S, NOK 25,000,000
  • Fredrik Lundgren, NOK 15,000,000
  • Wilhelm Risberg, NOK 15,000,000
  • Schonfeld Global Master Fund L.P., NOK 13,000,000
  • Selandia Alpha Invest A/S, NOK 10,000,000
  • Infinitas Investment Group LTD, NOK 5,000,000

The Underwriters will receive an underwriting fee of 9% of their respective underwriting commitments, payable in cash.

If the Underwriting is triggered, the board of directors (the "Board") intends to carry out a private placement directed at the Underwriters for subscription of new shares at a subscription price equal to the Exercise Price as described above (the "Contemplated Underwriting Private Placement") by use of the board authorization granted by the Company's annual general meeting held on 8 May 2026 (the "Board Authorisation"). If the Underwriting is triggered, the Contemplated Underwriting Private Placement will be carried out as soon as possible after the expiry of the Exercise Period.

The Contemplated Underwriting Private Placement represents a deviation from the shareholders' preferential rights to subscribe for and be allocated new shares. The Board has considered this deviation and the Contemplated Underwriting Private Placement is in line with the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act. The Board assessed several factors when deciding on the transaction structure, including inter alia certainty to secure minimum proceeds of NOK 150 million in relation to the exercise of the Warrants. On this basis, the Board considers the Contemplated Underwriting Private Placement to be in the common interest of the Company and its shareholders, that there are sufficient reasons for deviating from the shareholders’ preferential rights, and that the Contemplated Underwriting Private Placement is not in breach of applicable rules and regulations for equal treatment.

THE UNUSED WARRANTS OPTION AGREEMENT
The Company has also entered into an unused warrants option agreement (the "Unused Warrants Option Agreement") with the Underwriters (the "Option Holders"). Pursuant to the Unused Warrants Option Agreement, each Option Holder has been granted a right, but not an obligation, to subscribe for new shares in the Company at the Exercise Price (the "Unused Warrants Option"). The total number of new shares for which the Unused Warrants Option may be exercised (the "Option Shares") shall be equal to the lower of (i) 67,680,945 (being the total number of Warrants) less (a) the number of Warrants validly exercised prior to the expiry of the Exercise Period and (b) any shares issued in the Contemplated Underwriting Private Placement, and (ii) the number of new shares in the Company that may be listed on the Oslo Stock Exchange without triggering the requirement for the preparation of a new listing prospectus. If the Unused Warrants Option is exercised for more Option Shares than available, allocations shall be made on a pro rata basis among the exercising Option Holders.

The Unused Warrants Option must be exercised by written notice to Pareto Securities AS no later than the expiry of the Exercise Period (i.e. 16:30 CEST on 9 June 2026).

If any Unused Warrants Options are exercised, the Board intends to carry out another private placement (in addition to the Contemplated Underwriting Private Placement) directed at the relevant Option Holders for subscription of new shares at a subscription price equal to the Exercise Price (the "Contemplated Warrant Option Private Placement") by use of the Board Authorisation. If Unused Warrants Options are exercised, the Contemplated Warrant Option Private Placement will be carried out as soon as possible after the expiry of the Exercise Period.

The Contemplated Warrant Option Private Placement represents a deviation from the shareholders' preferential rights to subscribe for and be allocated new shares. The Board has considered this deviation and the Contemplated Warrant Option Private Placement is in line with the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act and on this basis, the Board considers the Contemplated Warrant Option Private Placement to be in the common interest of the Company and its shareholders, and that there are sufficient reasons for deviating from the shareholders’ preferential rights.

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.

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 MAR and section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication at 2026-05-26 07:10 CEST.

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: +47 413 33 536
Email: erik.wiklund@circio.com

Lubor Gaal, CFO
Phone: +34 683 34 3811
Email: lubor.gaal@circio.com

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 50-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.

– 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.
 
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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.
 
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