Circio announces financing that secures cash runway for twelve months

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• Circio plans to raise up to approx. NOK 52 million in a rights issue at NOK 2.5 subscription price, with 1:1 warrant coverage
• Certain existing and new shareholders have pre-subscribed for NOK 9.15 million, including NOK 1.77 million from members of Circio´s Board and management
• Atlas Capital Markets has provided a financing commitment to fund the company´s operations until the end of June 2025, if sufficient funds are not raised through the rights issue
• The financing will enable delivery of key pre-clinical milestones for the circVec circular RNA platform, with the aim to enter a first commercial partnership
• Management will host a live webcast to present the financing structure at 15:00 CEST on 29 May 2024

Oslo, Norway 29 May 2024 – Circio Holding ASA (OSE: CRNA, “Circio”), a biotechnology company developing next generation circular RNA vector technology for gene therapy, today announces a proposed financing solution through a rights issue and a parallel financing commitment from Atlas Capital markets that will provide the company with a twelve-month cash runway. The financing will be pending approval by Annual General Meeting, to be held on or about 19 June 2024.

“The board strongly believes in the potential of Circio´s unique circVec platform, and this financing will provide the company with the resources to validate the significant advantage of the technology in gene therapy,” said Damian Marron, Chairman of Circio. “With twelve months runway, Circio will have time to reach important R&D milestones and will aim to achieve its first business development deal, thereby delivering value to our shareholders.”

Circio intends to raise up to NOK 52m in gross proceeds in the rights issue at subscription price of NOK 2.5. Subscribed shares will come with attached warrants in a 1:1 ratio, with exercise window in December 2024 at a 30% discount to VWAP (floor of NOK 0.6). Certain existing and new shareholders have pre-committed to subscribe for approx. NOK 9.15m in the rights issue, including NOK 1.77m from Circio´s Board and management. Atlas Capital Markets will guarantee for NOK 10m under the existing convertible bond facility, which will be offset 1:1 against new subscriptions. As such, the minimum total gross proceeds raised by the financing structure will be NOK 19.15 million.

To reduce the convertible bond exposure for the company, Atlas will also convert NOK 15 million (30 bonds of NOK 500,000) at the subscription price of NOK 2.5. In addition, Atlas has provided a financing commitment to cover the company´s operations until the end of June 2025 under the existing convertible bond facility, capped upwards to NOK 48m. This source of funding will be available at the company´s discretion on a need-to basis and will only be utilized if no other funding sources are available at the time.

“Circio is very pleased to present a financing solution that secures the company´s operations for the next twelve months with support from several existing shareholders. We appreciate the flexibility shown by Atlas to offer a funding commitment that provides important predictability, whilst at the same time enabling new and existing shareholders to participate and thereby reduce the need to draw on the convertible facility and allow us to close it in the future” said Dr. Erik Digman Wiklund, CEO at Circio. “The financing will enable Circio to develop the lead program in AATD towards selection of a lead therapeutic candidate by the middle of next year. In parallel, Circio will continue to improve and expand the circVec platform, which will open opportunities for multiple future revenue-generating partnerships both in the short- and long-term.”

Redeye AB is acting as financial advisor to Circio and sole bookrunner in the transaction and Advokatfirmaet Thommessen AS is acting as legal advisor.

Circio will host a webcast at 15:00 CEST on 29 May 2024 to present the financing structure in more detail and answer any associated questions. Link to webcast: Join Teams meeting