Commencement of exercise period for the Warrants

May 26, 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, 26 May 2026 – Circio Holding ASA (OSE: CRNA) (“Circio” or the “Company”), a biotechnology company developing novel circular RNA expression technology for gene and cell therapy, announces 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”).

The exercise window for the Warrants opens today, 26 May 2026, at 08:00 CEST. The Warrants can be exercised digitally through the systems of VPS, which are available from the websites of Pareto Securities AS (www.paretosec.com/transactions) and Circio or by completion of an exercise form (the "Exercise Form") available at the websites of Pareto Securities AS and Circio. Only Norwegian personal shareholders are able to exercise Warrants digitally through the systems of VPS.

KEY TERMS AND DATES:

  • Warrant exercise price: NOK 8.2508 per share (20% discount to VWAP 8–22 May 2026)
  • Warrant exercise period: 26 May – 9 June 2026
  • Warrant trading: The Warrants are listed and tradable on the Oslo Stock Exchange under the ticker code "CRNAS" with ISIN NO0013711523
  • Warrant trading period: The Warrants are tradable up to and including 3 June 2026
  • Unexercised Warrants: Warrants not exercised by the end of the exercise period will lapse without any compensation to the holder
  • Notification of allocation: On or about 10 June 2026
  • Warrant payment date: 12 June 2026
  • Registration of share capital increase: On or about 18 June 2026
  • First day of trading for the new shares: On or about 18 June 2026 (post completion of the share capital increase)
  • Delivery of new shares: On or about 19 June 2026

MAIN ALTERNATIVES FOR WARRANT HOLDERS:

  1. Exercise currently held Warrants during the exercise period, pay the exercise price and receive new shares in Circio.
  2. Buy additional Warrants on the Oslo Stock Exchange. Subsequently exercise all held Warrants during the exercise period, pay the exercise price and receive new shares in Circio.
  3. Sell a portion of currently held Warrants during the trading period. Subsequently exercise the remaining Warrants held during the exercise period, pay the exercise price and receive shares in Circio.
  4. Sell all currently held Warrants during the trading period on the Oslo Stock Exchange.
  5. Do nothing. Warrants not exercised by 9 June 2026 will lapse without any compensation to the holder.

INFORMATION RELATED TO FINANCING OF WARRANTS:
Exercising Warrants means buying new shares in Circio at the Exercise Price of NOK 8.2508 per share. The aggregate exercise price must be settled in cash on the Warrant payment date (12 June 2026), and investors planning to exercise Warrants must secure sufficient financing ahead of that date. Illustrative example: A holder of 100,000 Warrants would need NOK 825,080 (100,000 × NOK 8.2508) to exercise all Warrants.
 
Q&A RELATED TO THE WARRANTS:

Please visit the websites of Pareto Securities: https://paretosec.no/investeringer/emisjoner/warranter-circio-holding

 
FURTHER INFORMATION ABOUT THE WARRANTS:
The grant or purchase of Warrants by persons resident in, or who are citizens of countries other than Norway or Sweden, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 11 "Selling and Transfer Restrictions" in the securities note dated 13 January 2026 (the "Securities Note", and together with a registration document dated 1 October 2025, and a registration document supplement and summary dated 13 January 2026, comprise the "Prospectus").
 
For more information about the Warrants, please refer to the Prospectus. The Prospectus is available on the Company's website: https://www.circio.com/en/prospectus-for-the-rights-issue-2026/.
 

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

For more information regarding the Warrant Program, please contact:
Pareto Securities AS
Phone: +47 24 13 39 19
Email: online@paretosec.no

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.
 
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 are available from the Company's registered office and subject to certain exceptions, on the website of the Company.
 
In any EEA Member State other than Norway and Sweden, 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 being communicated to (a) persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. These materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
 
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.
 
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.
 
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.