Circio Holding ASA: Issuance of restricted stock units (RSUs) to the board members

Reference is made to the annual general meeting of Circio Holding ASA (the “Company”) on 22 May 2023 (the “AGM”) where election of members to the board of directors was according to the nomination committee’s proposal. At the same AGM of the Company the board of directors was authorized to extend the Company’s restricted stock unit (“RSU”) program and to issue RSUs to the board members. The RSUs are non-transferable and each RSU gives the right and obligation to acquire one share in the Company at a price of NOK 0.10 per share (corresponding to the nominal value of the shares) subject to satisfaction of the applicable vesting conditions.

If the board members choose to receive the board remuneration in RSUs they must elect to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs. The number of RSUs is calculated on the basis of a board remuneration of NOK 535 000 to the chairperson of the board and NOK 320,000 to the other board members, divided by the market price of the Company’s shares calculated as the volume weighted average share price for the 10 trading days prior to the AGM being NOK 0.59 per share.

Damian Marron has resolved to receive 1/3 of the board remuneration, as determined by the Company’s annual general meeting in 2023, in the form of RSUs and the board of directors has resolved to issue 302,670 RSUs to Damian Marron. Damian Marron holds 400,435 RSUs, no options and no shares in the Company.

Diane Mellett has resolved to receive 2/3 of the board remuneration, as determined by the Company’s annual general meeting in 2023, in the form of RSUs and the board of directors has resolved to issue 362,072 RSUs to Diane Mellett. Diane Mellett holds 466,460 RSUs, no options and 122,948 shares in the Company.

Sonia Quaratino has resolved to receive 2/3 of the board remuneration, as determined by the Company’s annual general meeting in 2023, in the form of RSUs and the board of directors has resolved to issue 362,072 RSUs to Sonia Quaratino. Sonia Quaratino holds 506,242 RSUs, no options and no shares in the Company.

Thomas Falck has resolved to receive 1/3 of the board remuneration, as determined by the Company’s annual general meeting in 2023, in the form of RSUs and the board of directors has resolved to issue 181,037 RSUs to Thomas Falck. Thomas Falck holds 296,493 RSUs, no options and no shares in the Company.

Raphael Clynes has resolved to receive 100% of the board remuneration, as determined by the Company’s annual general meeting in 2023, in the form of RSUs and the board of directors has resolved to issue 543,109 RSUs to Raphael Clynes. Raphael Clynes holds 658,565 RSUs, no options and no shares in the Company.

Bente-Lill B Romøren has resolved to receive 1/3 of the board remuneration, as determined by the Company’s annual general meeting in 2023, in the form of RSUs and the board of directors has resolved to issue 181,037 RSUs to Bente-Lill B Romøren. Bente-Lill B Romøren holds 195,394 RSUs, no options and 35,577 shares in the Company.

Notifications by Primary Insiders 22.05.23.pdf

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com

Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@circio.com

Media enquires:
Andreas Tinglum – Corporate Communications (Norway)
Phone: +47 9300 1773
Email: andreas.tinglum@corpcom.no

About Circio

Building next generation RNA therapeutics

Circio Holding ASA is a biotechnology company developing novel circular RNA and immunotherapy medicines.

Building on deep experience in RNA biology, immunotherapy and viral vector engineering, Circio has established a unique circular RNA (circRNA) platform to develop novel circRNA medicines for cancer, vaccines, protein replacement for genetic disorders and cell therapy. The proprietary circVec technology is based on a modular genetic cassette design for efficient biogenesis of multifunctional circRNA from DNA-based vectors that can be deployed for multiple purposes. The most advanced therapeutic concept, circAde, builds on the company´s experience in oncolytic viruses to use engineered adenoviruses for delivery of circRNA to cancer cells. This unique approach is the only currently known circRNA program targeting solid tumors. Circio´s strategy is to develop novel circAde cancer medicines in-house and seek partnerships in other therapeutic areas to demonstrate the broad potential of the circVec platform and accelerate our circRNA pipeline development. The circRNA R&D activities are being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden.

Circio´s clinical immunotherapy programs are designed to activate the patient´s own immune system to fight cancer cells and provide benefit to patients with no or few treatment alternatives. Lead candidate ONCOS-102 is an oncolytic adenovirus (AdV5) carrying a genetic cassette for mRNA-based expression of the cytokine GM-CSF, designed to selectively target cancer cells and drive an anti-tumor immune response. ONCOS-102 has demonstrated an excellent safety profile, strong immune responses and clinical efficacy in several cancer types in Phase 1/2 studies, both as monotherapy and in combinations with checkpoint inhibitors or standard-of-care chemotherapy. Circio is aiming to progress ONCOS-102 into a phase 2 trial in melanoma patients resistant to PD-1 checkpoint inhibitor treatment, subject to additional external financing and/or partnerships to support the program.

Circio’s second clinical stage program is an immunotherapy targeting KRAS driver mutations. Lead candidate TG01 has previously shown robust immune responses and encouraging clinical benefit in surgically resected pancreatic cancer, and is currently being tested in two clinical trials in RAS-mutated pancreatic cancer and multiple myeloma in the USA and Norway. These studies are being run through industry and academic collaborative networks, supported by prestigious research grants from Innovation Norway and the Norwegian Research Council, creating broad future optionality for the TG01 program at low cost to Circio.