Oslo, 26 July 2024: Reference is made to the rights issue (the “Rights Issue”). The subscribers in the Rights Issue were allocated one warrant for every share allocated to them and paid by them. The Rights Issue resulted in the issuance of 7,242,992 warrants, and including the warrants issued to Atlas Special Opportunities LLC (“Atlas”) in connection with the set-off of NOK 15 million under the investment agreement and bond terms entered into between Atlas and the Company by issuing new shares at the subscription price in the Rights Issue (the “Conversion”) and the pre-subscribers in the Rights Issue, a total of 13,864,852 warrants have been issued and registered with the Norwegian Register of Business Enterprises today, 26 July 2024 (the “Warrants”).
The Warrants are expected to be delivered to each investors respective VPS accounts on or about 29 July 2024. Each Warrant will give the holder the right to subscribe for and be allocated one additional share in the Company at a subscription price equal to the higher of (i) the volume weighted average price quoted for trades in the Shares on the Company the ten last trading days on the Oslo Stock Exchange prior to commencement of the Exercise Period (as defined below) less a discount of 30%, and (ii) NOK 0.60, and which may be exercised in the period from 08:00 hours (CET) on 4 December 2024 to 16:30 hours (CET) on 18 December 2024 (the “Exercise Period”).
Holders of Warrants who do not use the Warrants to subscribe for new shares in the Company will experience a dilution of their shareholding in the Company, for a further description of such dilutive effect reference is made to Section 10.20 “Dilution” in the securities note approved on 18 June 2024 for (the “Securities Note” and together with a registration document supplement and summary, approved on 18 June 2024, and a registration document approved on 28 September 2023 and a registration document supplement approved on 8 March 2024 comprises the “Prospectus”). For more information pertaining to the Warrants, please see the Prospectus prepared in connection with the Rights Issue. The Prospectus is, subject to applicable local securities laws, available at the websites of the Company, https://www.circio.com/en/rights-issue-2024/.
After careful consideration, the board of directors of the Company has decided not to list the Warrants on the Oslo Stock Exchange and the Warrants are therefore not tradeable. Additional information regarding the exercise of the Warrants will be provided closer to the Exercise Period.
Further, the share capital increase related to the Conversion has been registered with the Norwegian Register of Business Enterprises today, 26 July 2024. After this, the Company’s new share capital is NOK 14,711,804.40 divided into 24,519,674 shares, each with a nominal value of NOK 0.60.
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com
Lubor Gaal, CFO
Phone: +34 683343811
Email: lubor.gaal@circio.com
About Circio Holding ASA – Building next generation RNA therapeutics
Circio Holding ASA is a biotechnology company developing novel circular RNA gene therapies and immunotherapy medicines. Circio has established a unique circular RNA (circRNA) platform for genetic medicine. The proprietary circVec technology is based on a modular genetic cassette design for efficient biogenesis of multifunctional circRNA from DNA and viral vectors, which can be deployed in multiple disease settings. The circVec platform has demonstrated enhanced and more durable protein expression than classic mRNA vector systems, and has the potential to become the new gold-standard for DNA and virus-based therapeutics in the future. The circRNA R&D activities are being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden.
In addition, Circio is developing a cancer vaccine, TG01, targeting KRAS driver mutations. TG01 is currently being tested in three clinical trials: RAS-mutated pancreatic cancer and lung and non-resectable pancreatic cancer in US, and multiple myeloma in Norway. These studies are being run through academic collaborative networks, supported by prestigious research grants from Innovation Norway and the Norwegian Research Council, creating read-outs and future optionality for the program at low cost to Circio.
This information is published in accordance with the requirements of the Oslo Rule Book II and is subject to the disclosure requirements pursuant to Section 5 -12 of the Norwegian Securities Trading Act.