Circio announces that it has completed a capi...

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• Circio has completed a private placement directed at new international investors raising approx. NOK 200 million in gross proceeds
• The funds will mainly be deployed towards accelerating Circio´s in vivo CAR-T cell therapy program, including screening and securing access to complementary vector and delivery technology
• The offer price was NOK 11.80 per share, corresponding to a 9% discount to the VWAP on 14 September 2026
• Existing shareholders will have the opportunity to participate in the proposed Subsequent Offering of up to approx. NOK 200 million

Oslo, Norway, 15 September 2026: Circio Holding ASA (OSE: CRNA) (the “Company”), a biotechnology company developing novel circular RNA expression technology for gene and cell therapy, today announces that it has successfully completed a private placement (the "Private Placement") raising gross proceeds to the Company of approx. NOK 200 million, through the allocation of 16,865,000 new shares (the "Offer Shares"), each at a subscription price of NOK 11.80 per Offer Share (the "Offer Price"). The Offer Price corresponds to a 9% discount to the volume weighted average share price (VWAP) quoted for trade in the Company's shares on the Oslo Stock Exchange on 14 September 2026.

"The new capital will be dedicated towards Circio´s circular RNA in vivo CAR-T cell therapy program, an area of very high industry interest that has attracted substantial recent deal activity by big pharma," said Dr. Erik Digman Wiklund, CEO of Circio. "By securing this additional funding during a period of strong momentum for both in vivo CAR-T and circular RNA, Circio can now broaden and accelerate the circVec cell therapy program. This will include selecting and securing access to critical complementary vector and delivery technologies. The latest round comes on top of previous financings directed towards circVec platform development and our gene therapy program, and brings the total capital raised by Circio during 2026 to NOK 820 million (USD 88 million). The 2030 cash runway remains in place, but with broadened R&D activities and an expanded ambition level.”

The Company, with the assistance of Pareto Securities AS (the "Manager") invited a limited group of potential investors, both Nordic and international, to participate in the Private Placement. The Private Placement attracted strong interest in the pre-sounding phase and ended up being conducted as a club deal. Existing shareholders will have the opportunity to participate in the proposed Subsequent Offering (as further described below).

The net proceeds from the Private Placement will enable Circio to pursue a new addition to its R&D platform - in vivo cell therapy. This has limited overlap with the use of proceeds of prior financings that were mainly dedicated to circVec platform development and the gene therapy program. Specifically, the new funding will allow Circio to complete the screening and selection of DNA vector and T-cell targeted LNP-delivery systems currently ongoing in more than 10 active R&D collaborations. These complementary technologies are essential components to establish a complete circVec in vivo CAR-T therapeutic concept. Circio intends to secure access to the selected technologies via future in-licensing, technology acquisition or M&A transactions.

In connection with the Private Placement, the members of the Company's management and board of directors (the "Board") have entered into lock-up agreements for a period of six (6) months, subject to customary exemptions for funding obligations relating to tax and exercise of the outstanding dilutive instruments.

The share capital increase pertaining to the Private Placement and the issuance of the Offer Shares were adopted by the Board pursuant to an authorisation granted by the Company's extraordinary general meeting held on 25 August 2026 (the "Authorisation"). Notifications of allotment of the Offer Shares and payment instructions are expected to be distributed to the applicants through a notification from the Manager on or about 15 September 2026.

Settlement of the Offer Shares is expected to take place on 17 September 2026. The Offer Shares allocated in the Private Placement will be settled on a delivery-versus-payment (DVP) basis using existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to share lending agreements entered into between the Company, a group of existing shareholders, including the Company's board member and primary insider Thomas Falck, through Sølen AS, as share lenders and the Manager (the "Share Lending Agreements"). This information is subject to the disclosure requirements in Article 19 of Regulation (EU) 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.

As a result, the Offer Shares will be tradable on Euronext Oslo Børs immediately following notification of allocation. The Manager will settle the share loans under the Share Lending Agreements with new shares in the Company to be issued once the share capital increase pertaining to the Private Placement is registered with the Norwegian Register of Business Enterprises.

Following registration of the share capital increase pertaining to the issuance of the Offer Shares with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 174,895,746 divided into 291,492,910 shares, each with a nominal value of NOK 0.60.

Deviation from preferential rights

The Private Placement represents a deviation from the shareholders' preferential right to subscribe for and be allocated the Offer Shares. The Board has carefully considered the structure of the equity raise in light of this and the equal treatment obligations under the Norwegian Securities Trading Act and the Norwegian Public Limited Liability Companies Act, and the Board is of the opinion that it is in compliance with these principles. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, as it enables the Company to raise equity efficiently and in a timely manner and at a lower cost and with significantly reduced completion risk compared to a rights issue. None of the participants in the Private Placement are significant shareholders of the Company.

Potential Subsequent Offering

The Board intends to carry out a subsequent offering of up to 16,865,000 new shares in the Company, equal to gross proceeds of approx. NOK 200 million, at a subscription price corresponding to the Offer Price (NOK 11.80) in the Private Placement (the "Subsequent Offering"). The Subsequent Offering will require the preparation and approval of an EU prospectus. The Subsequent Offering will, if carried out, subject to applicable securities laws, be directed towards existing shareholders in the Company as of 14 September 2026 (as registered in VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Subsequent Offering is subject to the publication of a prospectus and the prevailing market price of the Company's shares together with the corresponding trading volume following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade below the Offer Price at sufficient volumes. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering and will, if and when finally resolved, issue a separate stock exchange notice with further details on the Subsequent Offering.

Advisors

Pareto Securities AS is acting as manager and bookrunner in the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in the Private Placement.

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 Section 5-12 of the Norwegian Securities Trading Act. The 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 60-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 form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the US Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act and "major U.S. institutional investors" as defined in Rule 15a-6 under the United States Exchange Act of 1934.

In any EEA Member State, 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. The expression "Prospectus Regulation" means Regulation 2017/1129, as amended, together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and who are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.

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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

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 in the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.