Circio Holding ASA – Notice of Extraordinary General Meeting
Circio Holding ASA is calling for an EGM on 27 September 2023 to vote on the following items:
- The amendment to the Investment Agreement with Atlas
- A 30:1 reverse stock split to increase the trading price to above NOK 1 (with necessary capital increase)
- A reduction of the share capital of 2.5 NOK per share
Reference is made to the announcement by Circio Holding ASA on 24 August 2023 that certain changes to the Investment Agreement with Atlas Special Opportunities, LLC (“Atlas”) will be presented for a shareholder vote in an extraordinary general meeting (EGM) during September 2023. Due to difficult market conditions and reduced trading volume in Circio shares it has been challenging to utilize the financing facility as foreseen, and risk has increased for both Circio and Atlas. An amendment to the Investment Agreement relating to trading limitations and fees has been negotiated and agreed with Atlas, which the board and management of Circio recommend for shareholders to approve to ensure necessary flexibility for both parties to effectively manage the financing structure.
Further, to comply with minimum share price obligations for companies listed on the Oslo Stock Exchange, pursuant to which the market value for listed shares shall not be lower than NOK 1 for a period of longer than six months, the board of directors proposes that the Circio Holding ASA shares are consolidated in the ratio of 30:1 (reverse split), whereby 30 existing shares, each with a nominal value of NOK 0.1, shall be consolidated to one share with nominal value NOK 3. Following the share consolidation, it is proposed that the Company's share capital shall be reduced by NOK 2.5 to NOK 0.5 per share, and that the reduction amount is used to cover a portion of the Company's accumulated losses, as reflected in the balance sheet per 31 December 2022.
The proposed amendment to the Investment Agreement, as well as the corresponding amendments to the bond terms entered into with Nordic Trustee AS, and the proposed share consolidation and share capital decrease, are subject to approval by the general meeting. The Company’s board of directors has resolved to summon an extraordinary general meeting ("EGM") to be held at the Company’s offices at Lysaker on 27 September 2023 at 09:00 CET. The EGM notice is attached to this announcement.
The proposed amendments to the Agreement have been published on the Company’s website: Extraordinary General Meeting 2023 (Governance / General meetings) and is also attached to this announcement.
Attachements:
EGM notice Circio Holding ASA - with English appendix.pdf
EGM notice Circio Holding ASA - with Norwegian appendix.pdf
Circio investment and subscription - Amendment agreement.pdf
For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com
Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@circio.com
About Circio
Building next generation RNA therapeutics
Circio Holding ASA is a biotechnology company developing novel circular RNA and immunotherapy medicines.
Circio has established a unique circular RNA (circRNA) platform to develop novel circRNA medicines for cancer, vaccines, rare disease, protein replacement therapy and cell therapy. The proprietary circVec technology is based on a modular genetic cassette design for efficient biogenesis of multifunctional circRNA that can be deployed for many purposes. The most advanced concept, circAde, builds on the company´s validated adenovirus platform to deliver circRNA for durable expression of therapeutic proteins directly into cancer cells. This unique approach is the only currently known circRNA program capable of targeting solid tumors. The circVec platform has broad potential applications, and Circio´s strategy is to generate one or more lead candidates for in house development in specific disease indications and in parallel seek partnerships for other technical applications and therapeutic areas. The circRNA R&D activities are being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden.
In addition to Circio's circRNA program, the Company's' clinical stage immunotherapy programs are designed to activate the patient´s own immune system to fight cancer cells and provide benefit to patients with no or few treatment alternatives. ONCOS-102 has demonstrated an excellent safety profile, strong immune responses and clinical efficacy in several cancer types in Phase 1/2 studies, both as monotherapy and in combinations with checkpoint inhibitors or standard-of-care chemotherapy. A phase 2 trial to confirm the therapeutic activity of ONCOS-102 in melanoma patients resistant to PD-1 checkpoint inhibitor treatment has been designed, and Circio is seeking external financing and/or partnerships to continue the clinical development.
Circio’s second clinical stage program is an immunotherapy targeting KRAS driver mutations. TG01 has previously shown robust immune responses and encouraging clinical benefit in surgically resected pancreatic cancer and is currently being tested in two clinical trials in RAS-mutated pancreatic cancer and multiple myeloma in the USA and Norway. These studies are being run through academic collaborative networks, supported by prestigious research grants from Innovation Norway and the Norwegian Research Council, creating broad future optionality for the TG01 program at low cost to Circio.