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, 6 February 2026 – Circio Holding ASA (OSE: CRNA), a biotechnology company developing novel circular RNA expression technology for gene and cell therapy, today announces that it has successfully completed a directed share issue for NOK 3.6 million at a subscription price of NOK 1.00 per share (the "Directed Issue"). The Directed Issue was carried out pursuant to the board authorization to increase the share capital, as resolved by the extraordinary general meeting held on 12 January 2026.

Following the oversubscribed rights issue (link to press release), certain existing shareholders and other investors contacted the company offering additional equity at the same subscription price per share, without attached warrants. Circio’s board of directors (the “Board”) judged that this additional capital will further improve the financial position and strengthen the shareholder base, and therefore resolved to proceed with the Directed Issue for NOK 3.6 million.

The Directed Issue is carried out in addition to the recently completed rights issue of NOK 50 million and parallel private placement of approximately NOK 15 million. This brings the total combined gross proceeds from recent transactions to approximately NOK 68.6 million.

The Directed Issue represents a deviation from the shareholders' pre-emptive right to subscribe for new shares in the company. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, and the Board is of the opinion that it is in compliance with these principles. The Board is of the view that it will be in the common interest of Circio and its shareholders to raise equity through the Directed Issue, in particular because the Directed Issue enables the company to raise equity materially faster and at significantly lower cost compared to another rights issue, the dilution to existing shareholders is minimal, and the additional equity will extend its financial runway.

The Directed Issue does not involve issuance of any warrants (Nw.: frittstående tegningsretter), and no manager fee is applicable. Further, the subscription price of NOK 1.00 is the same as in the Rights Issue and the Private Placement, and represents only a small discount to the current trading prices of Circio's shares, and with the total size, resulting in minimal dilution for existing shareholders.

The Board has therefore resolved to increase the Company’s share capital by NOK 2,160,000 through the issuance of 3,600,000 new shares through the Directed Issue, each with a nominal value of NOK 0.60 and a subscription price of NOK 1.00 per share.

The shares issued in the Directed Issue are expected to be tradable on Euronext Oslo Børs on or about 11 February 2026.

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 2026-02-06 11:48 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.

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