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, 30 January 2026: Reference is made to the stock exchange announcements published by Circio Holding ASA (the “Company”) on 8 December 2025 regarding rights issue of up to NOK 50 million in the Company (the “Rights Issue”) and the preliminary results of the Rights Issue as announced on 29 January 2026.

The subscription period for the Rights Issue expired on 29 January 2026 at 16:30 CET.

The final allocation of the Offer Shares in the Rights Issue has now been completed by the Company’s board of directors in accordance with the allocation criteria stated in the resolution made by the general meeting on 12 January 2026 (the "EGM") and as set out in the Company’s securities note dated 13 January 2026 (the “Securities Note”, and together with a registration document dated 1 October 2025, a registration document supplement and summary dated 13 January 2026 comprise the “Prospectus”). The Prospectus is available on the Company's website: https://www.circio.com/en/rightsissue2026/.

Circio received subscriptions for NOK 77.9 million in the Rights Issue, which represents an oversubscription of 56%. Accordingly, the Company will issue 50,000,000 Offer Shares and receive gross proceeds of NOK 50,000,000 from the Rights Issue. In addition, subscribers in the Rights Issue will, without additional consideration, receive one warrant (the "Warrants") for every Offer Share allocated and paid by them.

As the Rights Issue was oversubscribed, the Company's share capital will be increased by NOK 8,995,675.20 through the issuance of 14,992,792 new shares, at the same subscription price as in the Rights Issue (NOK 1.00 per share), to the pre-subscribers in the Rights Issue not being allocated Offer Shares and Warrants for their full pre-subscription amount in the Rights Issue (the "Private Placement"), in accordance with the resolution made at the EGM. In addition, subscribers in the Private Placement will, without additional consideration, receive one warrant for every new share subscribed for in the Private Placement. The new shares and warrants in the Private Placement will be issued and delivered at the same time as the Offer Shares and Warrants in the Rights Issue.

The Company thereby raises a total gross proceeds of NOK 64,992,792.00 from the Rights Issue and the Private Placement combined, through the issuance of 64,992,792.00 new shares in the Company.

In addition, a total of 2,662,000 new shares (the “Commission Shares”) will be issued as commission to the pre-subscribers in the Rights Issue, at the same subscription price as in the Rights Issue. Further, one warrant will be granted to the pre-subscribers without additional consideration for each Commission Share issued. The Commission Shares will be issued and delivered at the same time as the Offer Shares and Warrants in the Rights Issue.

Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be available today, on 30 January 2026. Payment for the allocated Offer Shares falls due on 3 February 2026 in accordance with the payment procedures as described in the Prospectus.

The Offer Shares, the new shares issued in the Private Placement and the Commission Shares may not be transferred or traded before they have been fully paid and the share capital increases has been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). Subject to timely payment of the aggregate subscription amount in the Rights Issue, it is expected that the share capital increase relating to the Rights Issue will be registered in the Norwegian Register of Business Enterprises on or about 9 January 2026 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the next business day.

The Offer Shares are expected to be tradable on Euronext Oslo Børs from and including 10 February 2026.

Vator Securities AB is acting as manager in the Rights Issue and Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Rights Issue.

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 2026-01-30 14:11 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
Buildingcircular 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.

Läs mer på MFN