Circio Holding ASA announces substantially oversubscribed preliminary result of the rights issue

January 29, 2026
Press release - Regulatory

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, Norway, 29 January 2026 – Circio Holding ASA (OSE: CRNA) a biotechnology company developing novel circular RNA expression technology for gene and cell therapy, today announces preliminary results of the rights issue of up to NOK 50 million in gross proceeds (the “Rights Issue”).

The subscription period for the Rights Issue expired today, 29 January 2026, at 16:30 CET. The Rights Issue attracted strong interest from existing and new investors and was oversubscribed by more than 50%. As approved by the EGM on 12 January 2026, to cover all pre-subscriptions in full a private placement of approximately NOK 15 million will be executed in parallel with the Rights Issue. This will bring the total gross proceeds from the transactions to approximately NOK 65 million.

"The high demand for participation in the rights issue is a direct result of the technological breakthroughs Circio made during 2025, which led to a fully funded R&D collaboration with a global pharmaceutical company," said Damian Marron, Chair of the Board of Directors of Circio. "This new capital puts Circio in a robust financial position and will enable us to accelerate the circVec R&D activities and strengthen our scientific team in Stockholm. Combined with the rich pipeline of upcoming development milestones, we are now very well positioned to build further value for all our stakeholders in 2026".

The Rights Issue was led by long-term shareholders Høse AS, Star Kapital AS and Bækkelaget Holding AS, who jointly subscribed for approximately 30% of the Rights Issue. Members of Circio's board of directors and management jointly subscribed for approximately NOK 1.8 million, including NOK 400,000 from CEO, Dr. Erik Digman Wiklund.

"With strong support from both existing and new shareholders and Board and management, Circio now takes the next step on the journey to build the leading circular RNA expression platform company," said Dr. Erik Digman Wiklund, CEO of Circio. "The NOK 65 million raised in the oversubscribed transactions secure funding well into 2027, and the associated warrant structure is expected to prolong our financial runway to the second half of 2027. This strengthened foundation allows me and the talented Circio team to fully focus on further enhancing the circVec platform, forging novel partnerships and advancing our in-house programs in gene and cell therapy towards the clinic.”

The Rights Issue raises NOK 50 million in gross proceeds by issuance of 50,000,000 offer shares (the "Offer Shares"), at a subscription price of NOK 1.00 per share. The Rights Issue was 88.4% covered at launch by pre-subscriptions of NOK 24.2 million (48.4%) and a guarantee undertaking of NOK 20 million (40%). Subscribers in the Rights Issue will, without additional consideration, receive one warrant (the "Warrants") for every Offer Share allocated and paid by them.

The final allocation of the Offer Shares will take place tomorrow, on 30 January 2026, in accordance with the allocation criteria set out in the resolution made by the general meeting on 12 January 2026 and the securities note dated 13 January 2026 (the “Securities Note”, and together with a registration document dated on 1 October 2025, a registration document supplement and summary dated on 13 January 2026, the “Prospectus”). The Prospectus is available on the Company's website: https://www.circio.com/en/rightsissue2026/.

The final result of the Rights Issue, as well as information relating to the parallel private placement, will be published shortly thereafter. Final allocation of Offer Shares and the corresponding subscription amount to be paid by each subscriber, are expected to be available during the course of tomorrow, on 30 January 2026.

The payment date for the Offer Shares is 3 February 2026.

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 article 17 and section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication at 2026-01-29 21:43 CET.

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 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.