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10 April 2025
Annual Report 2024
Annual Report 2024
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Annual Report 2024
CEO Statement .............................................................. 5
Directors’ Report ........................................................... 7
Management ............................................................... 23
Board of directors ........................................................ 24
Corporate Governance Report .................................... 26
Financial statements - Group……………………………………36
Financial statements - Circio Holding ASA ................... 71
Auditors report ............................................................ 95
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RNA therapeutics and gene therapy are
highly promising fields in medicine
RNA therapeutics and gene therapy are changing medical practice by providing
benefits to patients that have no other or insufficient treatment options. Since
2021, mRNA therapeutics have been broadly and successfully used for COVID-19
prevention, but mRNA vaccines are just the tip of the iceberg of the overall
therapeutic potential of RNA medicines. Circular RNA (circRNA) is emerging as one
of the most promising RNA formats, and Circio´s powerful and differentiated
circVec platform is uniquely positioned to unlock the potential of circRNA in nucleic
acid medicine.
About Circio
Circio Holding ASA (OSE: CRNA) is a biotechnology company
developing powerful circular RNA technology for next
generation nucleic acid medicine
Circio is building a unique circular RNA (circRNA) platform
for nucleic acid medicine. The proprietary circVec
technology is designed for efficient biogenesis of
multifunctional circRNA from DNA, which can be developed
for a broad range of diseases. The circVec platform has
demonstrated enhanced and more durable protein
expression than classic mRNA vector systems and has the
potential to become the new gold-standard for DNA and
virus-based therapeutics in the future. 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, Circio is continuing to develop its legacy
oncology program, TG01, targeting KRAS driver mutations.
TG01 is currently being tested in clinical trials which are
being run through academic collaborative networks,
supported by prestigious research grants from Innovation
Norway and the Norwegian Research Council.
Annual Report 2024
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CEO Statement
During 2024, Circio firmly established itself as an international
leader in the rapidly emerging circular RNA field. Our unique and
powerful circVec technology is gaining momentum; bringing the
advantages of circRNA into the area of gene and cell therapy,
opening a new horizon for future circRNA-based therapeutics
Capturing the power of the circVec platform
Under the leadership of CTO and circRNA discoverer Dr Thomas Hansen and CSO Dr
Victor Levitsky, we have advanced our circVec platform to generation 3. circVec 3.0
improves protein expression potency by 4x vs circVec 2.0 , which already substantially
outperformed conventional mRNA-based systems both in terms of protein expression
level and durability. We are currently validating the performance of circVec 3.0
in vivo
and
are rapidly advancing to implement the 3.0 design in AAV and synthetic DNA vectors to
identify how best to capture its therapeutic potential.
Even so, we do not believe that we have captured the full potential of the circVec
technology yet. Continued optimization of the platform is ongoing in our laboratories at
the Karolinska Institute in Stockholm, where our world-leading circRNA scientists have
identified multiple novel genetic features to be screened. We are confident that these
innovations will deliver further firepower to circVec and enhance and broaden the
versatility of the platform.
Exploring therapeutic applications of circVec
The Circio team has also made substantial progress in the evaluation of potential
therapeutic applications of circVec. We have identified two genetic muscular diseases
with a high unmet medical need and clear scientific USPs for the circVec technology.
Circio expects to formally launch pre-clinical programs in one or both of these in 2025.
Identifying and testing the optimal vector and delivery technologies will be critical
components of our pre-clinical therapeutic development. During 2024, we validated the
feasibility of circRNA expression with AAV vectors, the work horse of current gene
therapy. We are convinced that the circVec technology can substantially enhance the
potency, safety and cost of today´s best-in-class AAV vectors, and we are in the process
of testing various circVec-AAV design features to achieve this goal during 2025.
In parallel, we are evaluating novel synthetic DNA vectors and complementing delivery
systems. This type of technology is likely to replace the AAV vector as the future gold-
standard of genetic medicine due to its higher versatility and lower cost. We recently
entered a collaboration with the UK-based biotech company 4basebio, which is a pioneer
in this space. This is a strategically important partnership where we are testing circVec
directly in the 4basebio vectors systems, with the aim to generate future gene therapy and
vaccine therapeutics that combine the power of our two complementary platforms.
Raising the profile of Circio
The significant progress and uniqueness of our circRNA approach has allowed us to raise
the profile of Circio internationally. This is highlighted by over ten articles and interviews in
2024 covering Circio and the circVec technology in life-science media, including a review
invitation by the prestigious scientific journal Nature Reviews Genetics on the therapeutic
potential of circRNA. Circio has also featured at several scientific and industry
conferences, most notably with an oral presentation by Dr. Thomas Hansen at the
prestigious ESGCT annual meeting in Rome in October 2024.
The increased visibility broadens the reach of both Circio and the circRNA field in general
and is already leading to an increased number of incoming enquiries from industry
stakeholders. The circVec platform can be deployed for a variety of applications, and as
we demonstrate this through our ongoing experimental program, we believe multiple
avenues to partnerships will become available. Based on our current data, plans and
estimates, we aim to enter our first strategic partnership during 2025.
Financing secured
Following in vivo validation of the circVec platform in April 2024, Circio raised NOK 19.6m
in a rights issue supported by existing shareholders and financing partner Atlas Capital
Annual Report 2024
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Markets. This was topped up by an additional NOK 10.7m in December from the exercise
of warrants and a private placement. These funds have provided important financial
visibility during a challenging period for the biotech sector and allowed Circio to make
important scientific progress.
The company is now in a stronger financial situation than a year ago. During 2025, we aim
to continue to strengthen our financial position and shareholder base. This will be a
critical step to set Circio up for strong continued development and creation of long-term
shareholder value.
The team and I are very excited to lead Circio forward through 2025 and beyond and
execute on the exciting scientific and business opportunities before us.
Dr. Erik Digman Wiklund
CEO Circio Group
Annual Report 2024
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Directors’ Report
Entering 2024, Circio faced a set of very challenging circumstances. Outstanding
convertible bonds to Atlas had grown to a high level with respect to the Company´s
valuation, and the general biotechnology financial environment remained very unfavorable,
particularly in the Nordics. The Board worked closely with management throughout the
year to mitigate the situation and implement a financial turn-around strategy, whilst
keeping a long-term perspective on the scientific operations essential to maintain the
momentum in circVec development. We are now reaping the fruits of these efforts, and
the company finds itself in a much more solid position as we enter 2025.
Continuing from 2023, tight cost control and prioritization of activities continued in 2024,
with available resources focused on in vivo validation and optimization of the circVec
platform. As a positive data package was being built during the first half of the year, we
decided to launch a rights issue with the aim to secure twelve months of funding for the
company. Through a creative deal structure involving a rights issue marketed at both
existing and new shareholders, associated warrants and a financial commitment from
Atlas to cover any shortfall, we were able to extend the cash runway until the end of June
2025 through a combination of equity and convertible notes. At the same time, we
strengthened the shareholder base with the addition of several new long-term investors.
With this foundation, the company now has a healthier financing and substantially
reduced convertible bond exposure.
Importantly, this financial solution brought necessary stability and line-of-sight to plan and
execute the next steps of our circVec development plan. We are now entering 2025 with a
freshly minted circVec 3.0 generation, important advances in therapeutic vector
development and delivery, as well as multiple external collaborations that grants us
access to complementary technologies that will be critical as we proceed our pre-clinical
programs towards clinical candidate selection and IND-enabling studies.
As we look forward to 2025 and beyond, Circio´s priority will be to build on the positive
momentum generated during the second half of 2024. Multiple avenues to secure new,
long-term financing and to strengthen the shareholder base are being evaluated.
Succeeding in this goal will allow us over time to reduce, and ideally eventually eliminate
the reliance on the Atlas facility. This will be an important process to unlock future value
creation and enable Circio to operate more freely in the capital markets. Combining this
with our aim to enter a first strategic partnership during 2025, we firmly believe there are
solid prospects for Circio to flourish and end the year in a further strengthened position.
Strategy and strategic focus areas
Circio is a biotechnology company developing powerful circular RNA technology for next
generation nucleic acid medicine. Circio´s aim is to become the leader in vector-delivered
circRNA therapeutics for nucleic acid-based medicines for gene and cell therapy and
vaccines. In parallel, Circio intends to retain the value of its investments into the legacy
mutant RAS program by seeking low-cost development opportunities through commercial
and academic partnerships. The Group focuses its existing scientific and financial
resources on accelerating the development of the proprietary circVec platform to
capitalize on its significant early-mover advantage in the rapidly expanding fields of gene
and cell therapy and RNA therapeutics.
The Group’s strategy is to:
o Build circVec into a platform-engine for novel genetic medicine product
candidates
o Further enhance and establish a robust IP portfolio protecting the design and
applications of the circVec platform
o Identify target diseases with a scientific fit for circVec and high unmet medical
needs, and to develop and test therapeutic circVec candidates against these pre-
clinically
Annual Report 2024
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o Establish pre-clinical validation of circVec for AAV gene therapy vectors and
novel DNA delivery formats
o Establish strategic partnerships to access complementary technologies that can
broaden and/or enhance the potential use of circVec
o Explore and validate other potential applications of circVec, such as for cell
therapy, vaccines and oncology, and monetize these through external
partnerships
o Test the enhanced TG01 mutant RAS cancer vaccine in multiple cancer
indications and treatment combinations, supported through external
collaborations and grant funding
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Business and technology platforms
The Group's mission is to create specific, multi-functional circRNA therapeutics for
diseases with high unmet medical need. Circio has developed a differentiated, proprietary
circRNA delivery platform named circVec. circVec is a DNA-based system designed and
optimized for efficient and durable
in vivo
protein expression in patients from viral and
non-viral vectors. circVec has demonstrated statistically significant increased and
prolonged protein expression vs. conventional mRNA-based systems
in vivo
. Circio is
initially prioritizing gene therapy as the first application of the circVec technology, with
follow-on programs in cell therapy, chronic disease and vaccines.
Pipeline and newsflow
Trials run and financed by collaboration partners
Annual Report 2024
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circVec circular RNA expression platform
Circio is the international leader in DNA-format circRNA expression, a promising platform
technology to build a novel class of highly durable nucleic acid therapeutics. circRNA
offers several advantages over mRNA, including substantially longer half-life and higher
protein expression. circRNA pioneer Dr Thomas B Hansen, CTO at Circio, is building the
circVec platform technology together with an experienced scientific team located in the
Karolinska Institute environment in Stockholm, Sweden.
circVec is a vector system designed for efficient circRNA production, leading to enhanced
and prolonged protein expression in patients. Instead of producing the therapeutic protein
synthetically, circVec instructs the patient´s own cells to produce the missing protein by
way of a highly durable circular mRNA. As such, circVec brings the advantages of circular
RNA into the area of genetic medicine, an area where synthetic circRNA and mRNA
approaches do not offer sufficient expression durability. To date, technical proof-of-
concept (PoC) has been established for the circVec approach in multiple vector formats
and delivery approaches. Key design features for optimal circRNA biogenesis and high
level of protein expression have been identified and validated, and several patent
applications covering the core elements of the circVec technology have been filed to
protect this powerful protein expression platform.
Following generation of robust, statistically significant technical proof-of-concept
in vivo
,
Circio is currently exploring the design and performance of circVec in relevant therapeutic
vector formats and delivery systems, which can be applicable to several disease areas.
The aim is to generate
in vivo
proof-of-concept in disease models within the next twelve
months and subsequently proceed towards selecting a lead candidate to bring forward
towards clinical entry. Circio plans to develop future therapeutic circVec candidates both
in house and through partnering with pharmaceutical companies.
Mutant KRAS platform
Oncogenic KRAS mutations drive around 30% of all cancers and are therefore considered
highly attractive targets in cancer drug development. Circio´s lead cancer vaccine
candidate, TG01, targets seven of the most frequently occurring KRAS neoantigens, and
has shown promising activity in previous clinical trials. TG01 has Orphan Drug Designation
(ODD) in pancreatic cancer in both the USA and Europe.
There are currently two externally sponsored clinical phase 1/2 trials testing TG01 in RAS-
mutated pancreatic cancer, lung cancer and multiple myeloma in the USA and Norway.
These studies are being run through academic and industry collaborative networks,
supported by prestigious research grants from Innovation Norway and the Norwegian
Research Council, creating future optionality for the program at low cost to Circio. A third
trial, sponsored by Kansas University, was stopped in 2024 due to slow recruitment.
Multiple Myeloma
The TG01 vaccine is being tested in a phase 1 trial at Oslo University Hospital (OUS)
evaluating TG01/QS-21 in RAS-mutated multiple myeloma (MM). Although 15-20% of
multiple myeloma patients harbor RAS driver mutations, there are currently no available
RAS-targeted treatment alternatives for this cancer indication, and the study thereby
addresses a major unmet medical need.
The trial is sponsored and funded by OUS and supported by the research grants from
Innovation Norway and the Norwegian Research Council. The trial is a collaboration
between OUS, and Circio and is testing TG01 vaccination as a maintenance monotherapy
in 20 KRAS or NRAS mutated MM patients who continue to have measurable disease after
completion of SoC treatment. The study is led by multiple myeloma expert Dr. Fredrik
Schjesvold. The study is expected to be fully recruited during 2025.
Lung and Pancreatic Cancer
In November 2023, Circio announced a clinical study at Georgetown University in
Washington D.C., USA, where TG01 would be included in an innovative immunotherapy
regimen designed to overcome resistance to anti-PD-1 checkpoint blockade, as part of a
research collaboration with Janssen and Bristol Myers Squibb (BMS). In this phase 2
study, TG01 is being tested in a triple combination with daratumumab (anti-CD38) and
nivolumab (anti-PD1) in patients with RAS-mutated pancreatic and lung cancer.
The trial is sponsored by Georgetown University with funding from Janssen. The triple
therapy combination will be evaluated in 54 patients in total, 27 immunotherapy-naïve
KRAS-mutated patients with pancreatic cancer and 27 KRAS-mutated patients with
Annual Report 2024
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NSCLC who have progressed on prior anti-PD1 therapy. The study opened in December
2023, and the first patient was dosed in early 2024.
IPR / Market exclusivity
Circio´s patent portfolio is designed to broadly protect the core features of the circVec
technology platform, as well as specific therapeutic applications and future circVec drug
candidates. Circio follows an IP strategy that ensures protection of key technology
features, whilst keeping a simple and strong patent portfolio that maximizes the duration
of the IP protection. Three pending circVec patents have been filed to date, with additional
applications covering novel circVec features at drafting stage.
Important events in 2024
o In January, announced that Business Finland had approved Circio’s application
for a waiver in full of three R&D loans totaling EUR 6.2m granted towards the
development of the discontinued ONCOS-102 program
o In February, announced that the first patient had been dosed in the collaborative
phase 2 trial sponsored by Georgetown University with financing from J&J
(Janssen). In this study, TG01 is being tested in combination with daratumumab
(anti-CD38, Janssen) and nivolumab (anti-PD1, BMS) in patients with RAS-
mutated pancreatic and lung cancer
o In March, announced that the IND application filed by partner IOVaxis
Therapeutics to initiate TG01 clinical development in China was approved by the
Chinese NMPA. The license option agreement with IOVaxis was subsequently
terminated in April due to non-payment of the agreed USD 3m IND milestone.
o In April, presented the first results demonstrating significantly enhanced circVec
protein expression and durability vs. conventional mRNA-based expression
in
vivo
o In May, published pre-clinical circVec technical proof-of-concept data in two
poster presentations at the American Society of Gene & Cell Therapy (ASGCT)
2024 annual meeting in Baltimore, USA
o In June, presented circVec generation 2.2 and strengthened
in vivo
data
demonstrating enhanced expression vs. conventional mRNA-based vectors
in
vivo
for up to five months
o In June, the Annual General Meeting approved a financing transaction combining
a preferential rights issue with 1:1 warrant coverage and a parallel financing
commitment from Atlas, securing capital to fund the company´s operations until
30 June 2025
o In July, completed the rights issue, raising gross proceeds of approximately NOK
18.1 million
o In October, Circio was selected for an oral presentation at the prestigious
European Society for Gene and Cell Therapy (ESGCT) annual meeting to provide
an overview of the circVec circular RNA expression platform and
in vivo
proof-of-
concept data
o In November, announced a collaboration with Certest Biotec S.L. to test
in vivo
LNP-delivery of systemically administered circVec DNA vectors
o In December, presented circVec generation 3.0 and strengthened
in vivo
data
demonstrating up to 70x prolonged RNA half-life and 15x enhanced protein
expression vs. conventional mRNA-based vectors
in vivo
for up to six months
o In December, raised a total of NOK 10.6 million in gross proceeds from new and
existing shareholders from the exercise of warrants issued in the July rights
issue and a parallel private placement
Important events after balance sheet date
o In January 2025, published an invited, wide-ranging review on the potential of
circular RNA therapeutics in the prestigious journal Nature Reviews Genetics
o In January, announced a partnership with 4basebio PLC. to combine the circVec
circular RNA expression system with 4basebio´s proprietary synthetic DNA
Annual Report 2024
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formats hpDNA and opDNA, with the aim to create a durable, repeat-dosable,
non-viral platform for future synthetic DNA gene therapies
o In April, announced a research collaboration with Entos Pharmaceuticals U.K Ltd
involving joint development and in vivo delivery testing of Circio’s optimized
circular RNA expression vectors (circVec) using the Entos proprietary
Fusogenix™ PLV™ nucleic acid delivery technology.
Key figures in the consolidated accounts
Circio raised a total of NOK 28.7 million from new and existing shareholders in 2024
through a rights issue in July and the associated warrants exercise and a new private
placement conducted in December 2024. In addition, our equity position was significantly
strengthened by the waiver from Business Finland of the EUR 6.2m R&D loans and the
conversion of convertible debt by Atlas during 2024 which together significantly lowered
the Group’s total debt. Combined with the Atlas financing commitment, which secures
capital to fund the company’s operations until 30 June 2025, these measures have
strengthened Circio’s financial position, supporting its strategic and operational
objectives.
Income statement (2023 figures in brackets)
In 2024 Circio had no core business revenue.
Total operating expenses for the full year 2024 amounted to NOK 42.5 million (NOK 100.1
million). The operating expenses are reported net of governmental grants which
amounted to NOK 4.5 for the full year 2024 (NOK 1.8 million).
External research and development expenses were NOK 11.7 million (NOK 49.9 million)
for the full year 2024. The decrease in External research and development expenses
reflects the transition from a clinical to a preclinical company.
Payroll and other employee related costs were NOK 22.4 million for the full year 2024
(NOK 34.4 million). The decrease in personnel expenses reflects the restructuring and
reduction in team size in 2023 which took full effect in 2024.
Other operating expenses amounted to NOK 8.4 million (NOK 14.0 million) for the full year
2024. The decrease in operating expenses in 2024 compared to 2023 is mainly due to
cost savings.
The depreciation, amortizations and impairments amounted to NOK 0 million (NOK 1.8
million) for the full year 2024.
The operating loss for the full year of 2024 was NOK 42.5 million (NOK 100.0 million).
Net financial items amounted to a profit of NOK 100.0 million (loss of NOK 13.0 million)
for the full year 2024, of which NOK 69.2 million relates to the full waiver of the Business
Finland loans. Due to the liquidation of the subsidiary Targovax Oy, translation differences
of NOK 37.2 million was reclassified from Comprehensive income to Finance income.
The profit will not be taxable and Targovax Oy was liquidated during the second half of
2024.
Profit after tax for the full year 2024 was NOK 57.5 million (loss of NOK 112.9 million).
Cash flow
Net cash flow from operating activities was negative NOK 40.5 million for the full year
2024 (negative NOK 89.2 million), mainly driven by activities in research and development.
Net cash flow from investing activities was negative NOK 0.2 million for the full year 2024
(positive NOK 2.9 million).
Net cash flow from financing activities was NOK 36.6 million for the full year 2024 (NOK
41.9 million), comprising proceeds from the rights issue in July and the associated
warrants exercise and a private placement in December, and proceeds from the issuing of
new convertible bonds.
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Cash and cash equivalents were NOK 18.3 million on 31 December 2024 compared to
NOK 22.3 million on 31 December 2023.
Financial position
Total assets as of 31 December 2024 decreased to NOK 21.8 million from NOK 25.7
million on 31 December 2023 mainly due to lower cash balance from operational
activities.
Total current assets amounted to NOK 21.6 million (NOK 25.7 million), of which cash and
cash equivalents amounted to NOK 18.3 million (NOK 22.3 million).
Total non-current assets were NOK 0.2 million (NOK 0 million).
Shareholders’ equity amounted to negative NOK 12.5 million at the end of 2024, increased
from negative NOK 98,5 million in 2023. The equity ratio amounted to a negative 57.3
percent in 2024 compared to negative 383.3 percent in 2023.
Going concern
The financial statements for 2024 have been prepared under the going concern
assumption, as stipulated in Section 4-5 of the Norwegian Accounting Act. Pursuant to
section 3-5 of the Norwegian Public Limited Liability Companies Act (the "Companies
Act"), the board of directors has a duty to implement measures if the Company's equity is
less than half of the share capital. As of 31 December 2024, the equity of the Company
was positive, while the equity of the Group was negative and less than 50% of its share
capital.
The Board of Directors has assessed its duty in accordance with the Companies Act
section 3-5 and regards the present equity structure as insufficient to meet the Group’s
objectives, strategy, and risk profile long term, and are therefore in the process of
implementing measures to turn the equity positive.
The Group has secured sufficient liquidity until the end of June 2025, through the rights
issue in July 2024, the warrants exercise and a separate private placement in December
and the financing commitment from Atlas Special Opportunities LLC entered in June
2024.
Ongoing preclinical experiments are expected to read out important in vivo data during
first half and 3Q of 2025. Based on the expectations from these readouts, the Company's
management and Board of directors are exploring multiple financing options, with the
potential of attracting strategic partners and providing new funding, thereby strengthening
the Group’s equity further. Given these processes and discussion with interested parties,
the Board of directors considers that the Group and the Company have reasonable
possibilities of turning the equity positive, and hence the current equity to be adequate to
continue to adopt the going concern assumption.
Circio expects to extend the Financing commitment with Atlas, with the possibility of
issuing additional convertible bonds providing cash runway into 4Q of 2025.
However, the unknown outcome of the ongoing processes, and uncertainty around access
to further capital, indicate that a material uncertainty exists that may cast significant
doubt on the Company’s and the Group’s ability to continue as a going concern.
Risk factors and risk management
Circio is subject to several operational and financial risk factors and uncertainties which
can affect parts or all activities of the Group. The Group proactively manages such risks,
and management and the Board of Directors regularly analyze operations and potential
risk factors to take measures to reduce risk exposure.
Operational risk
Circio’s activity is research and development of novel pharmaceutical medicines based on
a novel technology. The development of pharmaceuticals goes through several preclinical
and clinical stages before commercialization and there is a high risk of failure throughout
the process, especially for new modalities and technology as our circVec technology.
In 2024, the Group changed its strategy to focus on circular RNA, a novel technology with
great potential to create new drug treatments for patients. The technology is still at an
early preclinical stage, where according to historic industry standards, there is more than
Annual Report 2024
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90% chance of failing. While the management and the Board of Directors believe that the
Group is pursuing a strategy with a higher likelihood of success, there are many open
questions and risks along each step of the drug development process, and not all are
possible to predict or solve, which may negatively affect the outcome of our drug
development.
CircRNA in general, and the circVec vector system specifically, is a novel drug modality
which has never been tested in humans. Results from the Group's preclinical and clinical
trials will be essential to document its safety and efficacy. DNA and viral therapeutics
have been tested in numerous clinical studies, and several viral drug treatments have
been approved and are used in a range of indications, including cancer, gene therapy for
rare disease and vaccines, where the Group is focusing its development. However, several
safety and efficacy risks still exist for the formats being explored by the Group, and these
need to be investigated and tested.
Generally, delays in experimental work are not uncommon and add delays, additional
costs, and risk. DNA synthesis, manufacturing, and quality controls for Circio’s
experimental circVec platform are under development and new issues and delays can
have an impact on our projected timelines for future products.
The research and development of novel pharmaceuticals is time consuming, costly and
involves high risk, and as Circio depends on third parties to conduct several of its
preclinical studies, delays or other unforeseen issues outside of Circio’s control may
occur. Such delays or issues may delay or increase the cost of preclinical and clinical
studies and additional capital requirements might arise.
The group is also in early clinical development for the TG platform. While the results from
earlier clinical trials with TG01 were promising, they may not be predictive of the results in
later-stage clinical trials where the drug is tested in a larger group of patients as well as in
different patients with different tumors and receiving different prior or concurrent
treatments. , The Group has improved the formulation of TG01 with a more potent
adjuvant called QS-21 which is commercially validated in other vaccines. Changes in the
standard of care from initiation to completion of a clinical trial are also risk factors which
can negatively affect the likelihood for approval or commercial success of TG01. The
continued development depends on external partners and their ability and willingness to
fund future studies.
The success of the Group will depend in part on Circio´s ability to protect its intellectual
property and know-how of the circVec platform and products. To date, Circio has filed
several circVec patent applications, however, uncertainties related to predicting the final
scope and strength of the patents when granted. While the company takes great care in
drafting these patents in cooperation with experienced external patent attorneys, the full
outcome is still uncertain. The biopharmaceutical industry is characterized by intense
competition and rapid innovation. The Group's competitors may be able to develop other
compounds or drugs that are able to achieve similar or better results and/or file patents
which will restrict Circio’s freedom to operate and commercialize future medicine. Should
that be the case, Circio will either challenge those patents or negotiate to take a license.
Financial risks
The Group actively monitors and adapts to risks related to financial developments. This is
achieved through day-to-day follow-up by management, supervised by the Board of
Directors, through periodical reporting and evaluation. Non-conformance and
improvement opportunities are followed up and corrective measures implemented
continuously.
Being a research and development group with no sales from products or other regular
revenues, Circio is accumulating financial losses. Operating losses are expected to persist
and grow during the years of research and development for the Groups’ products, and
cash generating operations are not expected until one or more of the Group’s products are
commercialized in the distant future unless licensed or sold earlier to pharmaceutical
partner companies.
Funding of ongoing operations is and will depend on external sources for the foreseeable
future, mainly equity contributions. Global changes in the world or financial market
conditions can affect the climate and willingness for investments in biotech companies.
Local events in Norway can also affect the Group’s ability to raise additional funding. The
Group continuously faces the risk that adequate sources of funding may not be available
when needed or may not be available at favorable terms.
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The Group continuously works with existing and new investors to obtain the required
funding for its operations.
To maintain and expand the Group’s base of potential investors and securing access to
new capital, Circio´s management continuously meets and interacts with investors at
investor road shows, 1-to-1 meetings and participation in industry- and investor seminars,
meetings or conferences.
Future interest rate fluctuations may affect the Group’s business, financial condition,
results of operations, cash flows, time to market and prospects. Currently, the Group has
no long-term debt. The Business Finland loan was waived in full in the first half of 2024
and Targovax Oy was liquidated in September 2024.
Fluctuations in exchange rates affect the Group’s cash flow and financial condition as
many collaborators are being paid in foreign currencies. The currency exposure includes
both transaction risk and risk related to paying operating expenses.
Transaction risk arises when future commercial transactions or recognized assets or
liabilities are denominated in a currency that is not the entity’s functional currency. The
Group contracts various services in foreign currencies and is consequently exposed and
often negatively affected by fluctuations in exchange rates. The exposure arises largely
from fluctuations in EUR, GBP, USD and CHF. Translation risk in the Group arises when
amounts denominated in foreign currencies are converted to NOK, the Group’s reporting
and functional currency. In 2024, the Targovax Oy subsidiary has EUR as its reporting and
functional currency and the Circio AB entity has SEK as its reporting and functional
currency.
Circio has costs and payments in several currencies, EUR, SEK and USD are the most
prominent foreign currencies. Cash inflow takes place in NOK through capital increases.
Circio manages currency risk by matching expected outflows with holdings in all major
currencies.
Circio has signed a liability insurance which covers the CEO, the Board of Directors,
management, and any other former or present employee with independent management
responsibility in Circio Holding ASA and its subsidiaries. The insurance covers NOK
25,000,000 per claim and in total during the insurance period, world-wide including USA
and Canada.
Market developments
Overall pharmaceutical market
In January 2023, a report from The IQVIA Institute stated that the global pharmaceutical
market is expected to grow at 3–6% CAGR to about $1.9 trillion in 2027 with Specialty
medicines, which are the focus of the Group, representing about 43% of global spending in
2027. The U.S. market growth, on a net price basis, is forecast to adjust -1 to 2% CAGR
through 2027, down from 4% CAGR for the past five years due to the impact of exclusivity
losses and the effect of the inflation reduction act (IRA) in the US. Demand for innovative
drugs like gene or cell therapy will drive oncology spending to approximately $370 billion
by 2027, almost double the current level.
Gene Therapy or Rare Diseases
The first gene therapy medicine was approved in 2018 by the FDA and since then the
market has expanded steadily with new product approvals. Most gene therapies use
adeno-associated viruses (AAV) for delivery, though other viruses are being tested and
have been approved. The market for gene therapy is expected to grow from 18 – 28 % per
year, fueled by novel medicines based on pioneering research and transformative
innovations. With a growing understanding of genetics and advancements in technology,
the potential for gene therapy to address rare diseases is clearly apparent and
commercially attractive. The broad application of gene therapy though is limited by the
safety concerns and high manufacturing costs which are caused by the high viral load due
to the low and shorter protein production from the transgene using linear mRNA;
challenges which the Company´s circVec technology is designed to address.
There has been an investment and collaboration, advancing novel treatments for a wide
array of rare genetic disorders. Regulatory agencies are actively engaged with
stakeholders to streamline approval processes, and the FDA has publicly announced that
accelerated drug approval could become the standard pathway to bring new gene or rare
therapies to patients. While there is a range of market estimates for gene therapies,
ranging from USD 18 to 30 billion in 2030, all are unified that gene therapy is a fast
Annual Report 2024
Page 16
growing and expanding market with the need for new technologies. This represents an
enormous opportunity for small and innovative biotech companies like the Group with
novel gene therapy technology and approach.
The cancer market
General
The global market for cancer medicines is expected to grow to USD 370 billion by 2027
according to IQVIA Institute. The market for cancer immunotherapy already accounts for
over 50% of the cancer medicine market and the share is projected to increase over the
coming years through the introduction of new medicines such as gene and cell therapy.
Types of cancer treatment
The cancer therapy (oncology) market is highly diversified and currently dominated by
combination treatments which include checkpoint inhibitors (CPI) which target PD-1. The
optimal cancer treatment should be selected depending on the type, stage and profile of
the cancer, as well as the patient’s overall physical condition. Traditionally, surgery,
chemotherapy, radiation therapy and hormone therapy are among the most common
treatments. However, new and innovative approaches like targeted therapies and CPI
immunotherapy are highly utilized for the treatment of cancer. Recently, new cancer
treatments using gene or cell therapy have shown strong treatment effects in specific
patient populations. It is expected that more such treatments will be approved and
become a driving force in the growth of the oncology market.
Organization
The Group’s management team at year-end consisted of Erik Digman Wiklund (Chief
Executive Officer), Lubor Gaal (Chief Financial Officer), Victor Levitsky (Chief Scientific
Officer), Thomas Birkballe Hansen (Chief Technology Officer) and Ola Melin (Chief
Operating Officer). In 4Q 2024 and continuing in 2025, the CEO and CFO have taken a
voluntary and temporary pay reduction as a cost-saving initiative. The Board of Directors
held 24 meetings in 2024. All members of the Board of Directors are shareholder-elected.
The Board of Directors has the following composition: Damian Marron (Chairperson),
Diane Mellett and Thomas Falck. Robert Burns acts as deputy member to the Board.
Circio has offices in Oslo, Norway and in Hässelby, Sweden.
Corporate social responsibility
Circio Holding ASA is a biotechnology company with a unique circular RNA (circRNA)
platform to develop novel medicines for rare disease, vaccines, and cancer. The
proprietary circVec technology is a modular genetic cassette design for efficient
biogenesis of multifunctional circRNA and has demonstrated enhanced and more durable
protein expression than classic mRNA vector systems. The Group believes that the new
generation of circVec has the potential to become a new gold-standard for DNA and virus-
based therapeutics in the future. 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, Circio is developing a cancer vaccine, TG01, which 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 by academic investigators, supported by prestigious
research grants from Innovation Norway and the Norwegian Research Council. We believe
that novel treatments for patients provide value for our society, for our shareholders, and
that our commitment to corporate social responsibility will enhance this by building strong
relationships with our stakeholders and patients.
Circio has a set of Corporate Social Responsibility principles agreed by the Board of
Directors on 20 December 2022. They consist of principles related to social commitment,
business conduct, anti-corruption, human rights, employment without discrimination, labor
rights and work conditions, whistleblowing and environmental responsibility. The
complete content of the principles is published on the Group’s website www.Circio.com.
Circio’s social commitment is the development of novel drug treatments for patients who
have no or inadequate treatment options for their disease. This mission encompasses all
activities from researching novel mechanisms in the lab to developing medicines in the
clinic, working with patient organizations and hospitals to advancing novel products to the
market.
Circio is subject to the Transparency Act, which entered into force on 1 July 2022.
Annual Report 2024
Page 17
In Circio, we work continuously to comply with human rights and to ensure that working
conditions for all employees comply with human rights and dignity. Our Code of Conduct
commits us to fair practice, honesty, transparency and integrity in every aspect of dealing
with our employees or in our external relations with customers, the public, the business
community, shareholders, suppliers, competitors and government authorities. The annual
ESG Report, published 30 June 2024, includes assessment in compliance with the
Transparency Act.
Working environment
Circio’s policy is to ensure equal opportunities and prevent discrimination because of
gender, ethnicity, nationality, ancestry, color, or religion.
Circio adheres to the anti-discrimination act in our business. The activities include
recruitment, salary and working conditions, promotion, professional development, and
protection against harassment. Circio aims to be a workplace where there is no
discrimination due to disability but needs to rely on third parties (e.g. laboratory space) to
provide such a working environment.
As of 31
st
December 2024, Circio had a total of 10 employees, of which 7 were full-time
employees, while outsourcing non-core operations and highly specialized or temporary
services. The group has traditionally encouraged an environment where the number of
employed women and men is relatively equal. Due to the re-organization in 2023 ad 2024,
there has been a shift in gender equality, with 33 percent of the Board members are
women, and 0 percent of the senior management team. The Group is committed to create
a gender parity for the board and management in the future. Working time arrangements
at the group are independent of gender. Circio provides paid parental leave for both
genders. Circio’s workforce by gender and employment:
1
Including consultants
Workforce
Men Women Total
Total workforce
1
7 3 10
Total workforce full-time employees 4 3 7
Total workforce part-time employees 3 0 3
Number of non-permanent employees 0 0 0
The Board of Directors considers the work environment within the group to be good. No
accidents or injuries resulting in absence were registered in 2024. Absence due to illness
in the group was 1.03 percent in 2024. Currently zero percent of the company’s workforce
is operating under a collective bargaining agreement, and the company is not obliged to
have employee representatives or a health and safety representative due to its small size.
Circio has a health and safety management system and does not currently provide any
general HSE training for its employees. To ensure safe handling of the viral product, Circio
Quality Management System includes an SOP regarding safe biological sample handling.
Employees in relevant roles are trained in applying the SOP as part of their onboarding.
The Group’s policy prohibits unlawful discrimination against employees, shareholders,
Board members, customers, and suppliers on account of ethnic or national origin, age, sex
or religion. Respect for the individual is the cornerstone of the Group’s policy. All people
shall be treated with dignity and respect, and they shall not be unreasonably interfered
with in the conduct of their duties and responsibilities. The Group provides conditions for
a safe, healthy and satisfactory working environment for all employees.
Employees shall not, under any circumstances, be subjected to harassment or other
improper conduct.
Circio has not been subject to any legal proceedings regarding the working environment or
workers’ rights in the reporting period.
Annual Report 2024
Page 18
External environment
Circio strives to minimize its impact on personal health and the environment.
All production and distribution activities are outsourced, and when selecting suppliers,
Circio evaluates each candidate’s ethical and responsible business conduct including
environment, health and safety policy.
The main source of climate emissions from Circio in 2024 was emissions from the use of
electricity for Circio offices in Norway and Sweden and business travel. The Group has
emissions from waste generated from the laboratory activities in Sweden which are part
of a larger lab facility provided by a third party. The company has not identified any direct
emissions from its business activities.
Governance and ethics
Our corporate values are trust, quality, teamwork, and innovation and set our expectations
and requirements for everyone to behave ethically in everything they do.
Ensuring good governance practices involves all people in Circio. This includes
governance as documented in the guidelines for corporate governance, ethical conduct
and anti-corruption based on the Circio values and respect for human rights. Circio
supplier requirements in terms of adherence to our practices, guidelines and values are an
integral part of all stages of the procurement process including selection and auditing.
Circio considers solid corporate governance as a prerequisite to creating value for
shareholders and gaining the confidence of investors. Circio will strive to comply with the
generally accepted principles of good corporate governance through its internal controls
and management structure. Circio believes that its current guidelines for corporate
governance are in line with the latest version of the Norwegian Code of Practice for
Corporate Governance, and a description of this is given at the end of the Annual report. A
complete description of the recommendation is available at the Norwegian-Corporate
Governance Board (NCGB) web page. For further details, please see the section entitled
Corporate Governance in this Annual Report and on the group’s homepage.
Annual Report 2024
Page 19
Shareholder information
As of 1 April 2025, there were 81 644 238 shares outstanding in Circio, distributed
amongst 5 607 shareholders. The 20 largest shareholders control 44.7 percent of total
shares outstanding.
The share ownership situation on 1 April 2025:
Shareholder Shares Ownership
Høse AS 5 117 932 6.3 %
Star Kapital AS 5 100 000 6.2 %
Nordnet Bank AB (nom.) 3 375 104 4.1 %
Kjell Olav Lunde 2 400 000 2.9 %
Nordnet Livsforsikring AS 2 129 058 2.6 %
Egil Pettersen 2 041 520 2.5 %
NCS Energy Consultants AS 2 000 000 2.4 %
Danske Bank A/S (nom.) 1 911 147 2.3 %
Kristian Falnes AS 1 600 000 2.0 %
Citibank, N.A. (nom.) 1 576 073 1.9 %
Ole Andre Skotheim 1 351 000 1.7 %
Bækkelaget Holding AS 1 285 686 1.6 %
Alfred Leander Thorsen 1 175 343 1.4 %
Arne Hellestø AS 950 000 1.2 %
Vaktmestergruppen AS 890 554 1.1 %
Trond Inselseth 760 165 0.9 %
Beate Nilsen 760 000 0.9 %
Arne Fredrik Hellestø 757 159 0.9 %
Arild Staxwold Skipperud 666 666 0.8 %
Hyun Jin Oh 634 847 0.8 %
20 largest shareholders 36 482 254 44.7 %
Other shareholders (5 587) 45 161 984 55.3 %
Total shareholders 81 644 238 100.0 %
As per 31 December 2024, key management and members of the Board held a total of
1 392 684 shares, representing 2.0 percent of total 70 150 662 shares outstanding in
Circio Holding ASA. These figures include the shares issued from the warrant exercise
and private placement (17 825 013 shares) in December 2024. The share capital increase
was approved by the Board in December, while the shares were finally issued on 6 January
2025.
As per 1 April 2025, the 1 392 684 shares held by key management and members of the
Board represent 1.7 percent of total shares outstanding.
During 2024 the Circio share was traded in the NOK 0.54 – 12.67 range. During 2024,
173.9 million shares were traded, with a total value of NOK 281 million. The closing price
on 31 December 2024 was NOK 0.71 per share, corresponding to a market value of NOK
49.8 million, when including the shares from the December warrants exercise and private
placement. Market value as per 1 April 2024 was NOK 43.3 million.
Remuneration to management
The remuneration of the management is intended to ensure the Group’s continued ability
to attract and retain the most qualified management team members and to provide a solid
basis for succession planning.
The Compensation Committee submits recommendations on compensation policy and
adjustments in remuneration of the management team members for the approval of the
Board of Directors. The remuneration of the management team may consist of fixed
salary and supplements, incentive programs, and pension schemes. Subject to individual
agreement, members of the management team are also entitled to other fixed benefits.
The Remuneration Principles were adopted by the Annual General Meeting in April 2022.
Please see https://www.circio.com/en/remuneration-principles/ for information about the
work in the Compensation Committee and applied compensation principles for the
management team in 2023 and 2024.
Annual Report 2024
Page 20
The Remuneration Report for 2024 will be subject for approval in the Annual General
Meeting in June 2024.
Financial results and allocation of profits in
Circio Holding ASA
Circio Holding ASA is the holding company in the Circio group. Circio Holding ASA
reported a loss before tax for the full year 2024 of NOK 14.6 million (loss of NOK 18.4
million).
Total cash amounted to NOK 15.8 million at the end of 2024 compared to NOK 13.0
million at the end of 2023. Equity at the end of 2024 amounted to a positive NOK 52.5
million compared to negative NOK 1.0 million at the end of 2023.
The Board of Directors proposed that the loss for the full year 2024 of NOK 14.6 million
for Circio Holding ASA is transferred to accumulated loss.
Annual Report 2024
Page 21
Outlook
Following the financing transactions and important technical and scientific progress
during 2024, Circio is focused on taking generation 3.0 forward into therapeutic
applications for building a pipeline and enter collaborations in 2025. The Group operates
on a substantially reduced cost basis, still the lean and efficient organization has the
capabilities and expertise to advance the circVec technology platform forward. To
conduct additional studies needed to progress an asset toward a clinical candidate in
2026 Circio will need additional financial and human resources.
The main R&D priority for the next twelve months is to establish a robust circVec
in vivo
data package with therapeutically relevant vectors and delivery systems to attract
specialist investors and/or enable a business development transaction(s) which will bring
revenues to the company.
The Board of Directors wishes to underline that any forward-looking statements and
assessments, including expectations regarding results of development activities, are
subject to substantial uncertainty, and actual developments may differ materially from
current expectations.
Oslo, 10 April 2025
The Board of Directors of Circio Holding ASA
Damian Marron Thomas Falck Diane Mellett
Chairperson of the Board Board member Board member
Annual Report 2024
Page 22
Responsibility Statement from the Board of Directors
and the Managing Director
We confirm, to the best of our knowledge, that the financial statements for the period 1 January to 31 December 2024 have been prepared in accordance with current applicable accounting
standards and give a true and fair view of the assets, liabilities, financial position, and profit or loss of the entity and the Group taken as a whole. In addition, in our opinion the Annual Report
for Circio for 1 January to 31 December 2024 with the file named Circio Annual Report 2024-12-31 en.zip in all material aspects is prepared in accordance with the ESEF Regulation. We also
confirm that the Board of Directors’ Report includes a true and fair view of the development and performance of the business and the position of the entity and the Group, together with a
description of the principal risks and uncertainties facing the entity and the Group.
Oslo, 10 April 2025
The Board of Directors of Circio Holding ASA
Damian Marron Thomas Falck Diane Mellett
Chairperson of the Board Board member Board member
Erik Digman Wiklund
Chief Executive Officer
Management
Dr Erik D Wiklund
CEO
Dr. Wiklund was hired as the Company’s
CFO in April 2017, and transitioned into
the CBO role in October 2018. In October
2021 he was appointed CEO of Circio.
Dr. Wiklund has deep scientific
knowledge in RNA and cancer biology,
and 13 years of industry experience in a
variety of functions including R&D,
finance and business development.
Previous employment includes Algeta
ASA, Aker Biomarine Antarctic AS, and
management consulting experience
from the Pharma & Health Care practice
of McKinsey & Company.
Dr Wiklund holds a PhD in Molecular
Biology from Aarhus University,
Denmark, and the Garvan Institute of
Medical Research, Sydney, Australia He
is a Swedish and Norwegian citizen and
resides in Norway.
Shares: 284 133
Share options: 805 005
Dr. Gaal was appointed CFO of Circio in
February 2022. He has over 25 years of
experience from big pharma and biotech
companies in Europe and the USA. Most
recently, Dr. Gaal was Managing Director
at Locust Walk, a global life science
boutique investment bank, overseeing
European strategic transactions,
including licensing, financings and M&A.
Prior, he was Head of External
Innovation and Licensing at Almirall and
Head of Search and Evaluation Europe
for Bristol-Myers Squibb.
Dr Gaal holds a Ph.D. in neuroscience
from University of California, Berkeley,
USA. He is a Belgian citizen and resides
in Spain.
Shares: 187 200
Share options: 623 329
CTO
CSO
COO
Dr. Hansen joined Circio in January
2021 and was appointed CTO in January
2024. Dr. Hansen brings 15 years of
research experience in RNA biology and
bioinformatics and co-discovered
circular RNA. His work is widely
renowned and cited, and he is
considered a pioneer in the field of
circular RNA. Before joining Circio, Dr.
Hansen was a group leader and
assistant professor at Aarhus University
where he led a research team focusing
on circular RNA biology and
bioinformatics.
Dr Hansen holds a PhD in Molecular
Biology and Bioinformatics from Aarhus
University, Denmark. He is a Danish
citizen and resides in Denmark.
Shares: 93 600
Share options: 416 658
Dr. Levitsky joined Circio as CSO in 2020
and brings extensive experience in
academic research and pre-clinical drug
development. Dr. Levitsky is an
internationally recognized expert in
immunology and oncology with 20 years of
experience in academic research, including
Associate Professor positions at the
Karolinska Institute in Sweden and the
Johns Hopkins University in the USA. Prior
to joining Circio, Dr Levitsky was Tumor
Immunology Leader at Roche and then
Head of Oncology Research at Molecular
Partners, Switzerland. He also served as
Global Head of Oncology Integration at
Servier, Paris, France.
Dr Levitsky is a medical doctor and holds a
PhD in Virology from the Institute of
Microbiology, Latvian Academy of
Sciences, Riga, Latvia. He is a Swedish and
Russian citizen and resides in Switzerland.
Shares: 93 933
Share options: 321 502
Dr Lubor Gaal
CFO
The Group’s management team consists of five individuals per 10 April 2025. Set out below are brief biographies of the
members of Management. Holdings of shares and share options as of 10 April 2024 and includes close associates.
Management
Mr. Melin joined Circio in 2021 and was
appointed COO in January 2024. He
brings over 25 years of experience in
biologics development, manufacturing,
and drug supply. Most recently, Mr Melin
was Director of Technical Operations at
OxThera AB, with responsibility for
clinical supply and establishing a
commercial-ready manufacturing and
supply process. Prior, he spent eighteen
years in senior leadership roles at
Biovitrum and Sobi AB, including as
Head of External Manufacturing and
Head of Product Supply. He started his
career in process development at
Pharmacia.
Mr. Melin has studied Chemical
Engineering at Mälardalen University. He
is a Swedish citizen and resides in
Sweden.
Shares: 95 266
Share options: 324 185
Page 24
Diane Mellett is a consultant to a number of
biotech and medical device companies. She
is qualified in both U.S. and UK law and
advises biotechnology companies in
commercial contract and intellectual
property matters.
Ms. Mellett was formerly General Counsel for
Cambridge Antibody Technology (CAT) (LSE:
NASDAQ) and led the secondary NASDAQ
listing of that company as well as serving on
the board of directors. During her time at
CAT, she led a successful defense of a
contractual dispute with Abbott
Pharmaceuticals (now Abbvie) covering the
company's major collaboration partnership
regarding Humira®.
Ms. Mellett is a British and Irish citizen and
resides in the UK.
Shares: 193 638
Share options: 0
Thomas Falck is an experienced CEO, CFO,
Board Chair and Non-Executive Director,
Venture Capitalist & Growth Investor with
demonstrated success in defining and
delivering profitable growth while
undertaking strategic and organizational
change.
Mr. Falck has broad experience with private
equity, venture capital, listed, and
government owned entities. He holds an
MBA from The Darden School, University of
Virginia, and is a graduate of the Norwegian
Naval Academy and the Norwegian Defense
University College. He has also completed
executive programs at Singularity University
and Harvard Business School.
Mr Falck is a Norwegian citizen and resides
in Norway.
Shares: 187 200
Share options: 0
Damian Marron
Chairperson
Director
Director
Board of Directors
The Board of Directors consisted of three Directors and one deputy as per 10 April 2025. Set out below are brief
biographies of the members of Board. Holdings of shares, share options and RSUs as of 10 April 2025 and includes close
associates.
Damian Marron is a non-executive director,
corporate advisor and life science executive with a
successful track record of value creation through
public and venture capital financing, portfolio
planning, M&A, licensing agreements as well as R&D
collaborations. He has extensive experience both as
an executive, director and in advisory roles, and has
specialized in immuno-oncology, cell therapy and
orphan diseases. Mr. Marron is currently Director
and Interim CEO at Cantargia, a Swedish, listed,
clinical stage oncology company. He is also Chair of
the Board at Nicox SA, a French, listed, clinical stage
ophthalmology company, Chair of the Board of
Indegra Therapeutics Ltd and Independent Director
of Onya Therapeutics and Mariposa Therapeutics,
private early stage UK companies and Head of
Biopharma with Treehill Partners, a healthcare
advisory firm.
Mr. Marron is a British and Irish citizen and resides
in France.
Shares: 169 256
Share options: 0
Dr Robert Burns is a Director and an advisor
to companies developing immune based
therapies in cancer and autoimmune
indications. He has 35 years of experience in
building biotechnology companies.
Dr. Burns is currently chairman of Affibody
AB in Sweden, a company developing novel
therapies in autoimmune and inflammation
indications, and was the chairman of
Haemostatix before the acquisition by
Ergomed plc.
Dr. Burns has extensive experience as a
biotech entrepreneur and executive, and
previously served as CEO of 4-Antibody AG,
Affitech A/S (NASDAQ/OMX), and Celldex
Therapeutics Inc (NASDAQ)
Dr Burns holds a PhD in Chemistry. He is a
UK citizen and resides in the UK.
Shares: 88 458
Share options: 0
Deputy Director
Corporate Governance
Report 2024
1. Implementation and reporting on corporate governance ................................ 26
2. Business ................................................................................................................................. 26
3. Equity and dividends ........................................................................................................ 27
4. Equal treatment of shareholders................................................................................. 27
5. Share and negotiability .................................................................................................... 27
6. General meetings ............................................................................................................... 28
7. Nomination Committee ................................................................................................... 28
8. Board of Directors; composition and independence .......................................... 29
9. The work of the Board of Directors ............................................................................ 30
10. Risk management and internal control.................................................................. 32
11. Remuneration of the Board of Directors ............................................................... 32
12. Remuneration for executive personnel ................................................................. 33
13. Information and communication .............................................................................. 33
14. Take-overs ......................................................................................................................... 33
15. Auditor ................................................................................................................................. 34
Annual Report 2024
Page 26
Corporate Governance Report
Circio Holding ASA (the “Company” and together with its subsidiaries, the “Group”) considers good
corporate governance to be a prerequisite for value creation, trustworthiness and for access to
capital.
To secure strong and sustainable corporate governance, it is important that the Group ensures good
and healthy business practices, reliable financial reporting and an environment of compliance with
legislation and regulations.
The Norwegian Corporate Governance Board (NCGB or NUES) issues “The Norwegian Code of
Practice for Corporate Governance” (the “Code of Practice”), most recently revised 14 October 2021,
for companies listed on Oslo Stock Exchange and Oslo Axess. The Code of Practice is available at
www.nues.no. The Code of Practice is based on a “comply or explain principle” whereby listed
companies must comply with the Code of Practice or explain why they have chosen an alternative
approach. How the Company has adapted to this Code of Practice is described in the Company’s
Corporate Governance Policy. Each chapter represents the 15 topics in the Code of Practice. It starts
with the recommendations, explains how the policy is followed by the Company, and finally concludes
with any deviations from the Code of Practice.
1. Implementation and reporting on
corporate governance
The Board of Directors must ensure that the company implements sound corporate governance.
The Board of Directors must provide a report on the company’s corporate governance in the
directors' report or in a document that is referred to in the directors' report. The report on the
company's corporate governance must cover every section of the Code of Practice.
If the company does not fully comply with the Code of Practice, the company must provide an
explanation of the reason for the deviation and what solution it has selected.
The Board has decided that the Company will comply with the Norwegian Code of Practice.
Compliance with the Code of Practice is described in the Board of Directors’ Report. Circio complies
with the Code of Practice without any significant exceptions. One minor deviation has been
accounted for below under chapter 6: General Meetings.
Deviations from the recommendation: None
2. Business
The company’s articles of association should clearly describe the business that the company shall
operate.
The Board of Directors should define clear objectives, strategies and risk profiles for the company’s
business activities such that the company creates value for shareholders in a sustainable manner.
When carrying out this work, the Board of Directors should therefore take into account financial,
social, and environmental considerations.
The Board of Directors should evaluate these objectives, strategies, and risk profiles at least yearly.
The Company’s Articles of Associations clearly describe the business of the Company and are
available at www.circio.com. The Board of Directors leads the Company’s strategic planning and
makes decisions that form a basis for the Company’s executive management to prepare and carry
out investments and structural measures. The Company’s objectives, strategies and risk profiles are
being evaluated yearly, and together with the Company’s Articles of Association, it provides the
information needed to help ensure that shareholders can anticipate the scope of the Company’s
activities.
The Company has guidelines for how it integrates considerations related to stakeholders into its
value creation. Corporate Social Responsibility principles were adopted by the Board of Directors on
20 December 2022 to ensure sound corporate social responsibility. The implementation of corporate
social responsibility principles in the Group’s day-to-day operations, its business strategies and
towards various stakeholders is further described in the Board of Directors report 2024.
Annual Report 2024
Page 27
Deviations from the recommendation: None
3. Equity and dividends
The Board of Directors should ensure that the company has a capital structure that is appropriate to
the company’s objectives, strategy, and risk profile.
The Board of Directors should establish and disclose a clear and predictable dividend policy.
The background to any proposal for the Board of Directors to be given a mandate to approve the
distribution of dividends should be explained.
Mandates granted to the Board of Directors to increase the company’s share capital or to purchase
own shares should be intended for a defined purpose. Such mandates should be limited in time to
no later than the date of the next annual general meeting.
The Board of Directors ensures that the Company has a capital structure that is appropriate to the
Company’s objectives, strategy, and risk profile. Circio and its subsidiaries’ (the “Group’s”) equity on
31 December 2024 was negative NOK 12.5 million, which corresponds to an equity ratio of minus
57.3 percent. The Board of Directors regards the present equity structure as insufficient to meet the
Company’s objectives, strategy, and risk profile and are in the process of implementing measures to
turn the equity positive.
The Company’s long-term objectives may include making distributions of net income in the form of
dividends, but Circio has paid no dividend to date. The Group is focusing its resources on the
development of its circVec platform and does not anticipate paying any cash dividend in the
foreseeable future.
Mandates granted to the Board of Directors to increase the Company’s share capital or to purchase
own shares should be intended for a defined purpose. Such mandates should be limited in time to no
later than the date of the next annual general meeting.
In connection with the Company’s share incentive arrangements and pursuant to the Section 10-14 of
the Norwegian Limited Companies Act, the Board of Directors is granted an authorization to increase
the Company’s share capital by up to NOK 2 428 639.50. This applies until the Annual General
Meeting in 2025.
Deviations from the recommendation: The Company has negative equity and t
he Board is aware of
the situation and has implemented the necessary measures to turn the negative equity into positive,
for further information
see Going Concern section in the Directors report.
4. Equal treatment of shareholders
Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the
event of an increase in share capital should be justified. Where the Board of Directors resolves to
carry out an increase in share capital and waives the pre-emption rights of existing shareholders on
the basis of a mandate granted to the board, the justification should be publicly disclosed in a stock
exchange announcement issued in connection with the increase in share capital.
Any transactions the company carries out in its own shares should be carried out either through the
stock exchange or at prevailing stock exchange prices if carried out in any other way. If there is
limited liquidity in the company’s shares, the company should consider other ways to ensure equal
treatment of all shareholders.
Share issues without pre-emption rights for existing shareholders
Any decision to waive the pre-emption rights of existing shareholders to subscribe for shares in the
event of an increase in the share capital shall be justified. Where the Board of Directors resolves to
carry out a share issue without pre-emption rights for existing shareholders, then the justification will
be publicly disclosed in an announcement issued in connection with the share issue.
Transactions with own shares
Any transactions the Company carries out in its own shares shall be carried out either through the
Oslo Stock Exchange or at prevailing stock exchange prices if carried out in another way. If there is
limited liquidity in the Company’s shares, the Company shall consider other ways to ensure equal
treatment of all shareholders. The Company has not conducted trades in its own shares.
Deviations from the recommendation: None
5. Share and negotiability
The company should not limit any party’s ability to own, trade, or vote for shares in the company.
The company should provide an account of any restrictions on owning, trading, or voting for shares
in the company.
Annual Report 2024
Page 28
The Company's constituting documents do not limit any party’s ability to own, trade or vote for share
in the Company. The Company’s shares are freely transferable, subject to any restrictions that may
exist under applicable securities laws.
Deviations from the recommendation: None
6. General meetings
The Board of Directors should ensure that the company’s shareholders can participate in the
general meeting.
The Board of Directors should ensure that:
o
the resolutions and supporting information distributed are sufficiently detailed,
comprehensive, and specific to allow shareholders to form a view on all matters to be
considered at the meeting
o
any deadline for shareholders to give notice of their intention to attend the meeting is
set as close to the date of the meeting as possible
o
the members of the Board of Directors and the chairman of the nomination committee
attend the general meeting
o
the general meeting is able to elect an independent chairman for the general meeting
Shareholders should be able to vote on each individual matter, including on each individual
candidate nominated for election. Shareholders who cannot attend the meeting in person should be
given the opportunity to vote. The company should design the form for the appointment of a proxy
to make voting on each individual matter possible and should nominate a person who can act as a
proxy for shareholders.
Exercising rights
The Board of Directors ensures that the Company’s shareholders can participate in the general
meeting given normal circumstances. The Board of Directors ensures that:
o the resolutions and supporting documentation, if any, are sufficiently detailed,
comprehensive, and specific to allow shareholders to understand and form a view on
matters that are to be considered at the General Meeting
o the registration deadline, if any, for shareholders to participate at the General Meeting
is set as close as practically possible to the date of the General Meeting
o representatives of the Board and the chairperson of the Nomination Committee attend
general meetings
Shareholders are able to vote on each individual matter, including on each individual candidate
nominated for election.
Participation without being present
The Board of Directors will choose whether to hold a general meeting as a physical or electronic
meeting. If a general meeting is being held as a physical meeting, shareholders who cannot be
present are given the opportunity to vote using proxies. The form of the proxy is designed to make
voting on each individual matter possible. The Company nominates a person who can act as a proxy
for shareholders.
Deviations from the recommendation: The Company does not have an arrangement in place to
ensure independent chairing of the General Meeting. However, the Board of Directors will on an ad
hoc basis evaluate independent chairing when necessary. Historically, it has not been deemed
necessary to have an independent chair.
Although Circio encourages the members of the Board to attend the Annual General Meeting, their
attendance is not always possible.
7. Nomination Committee
The company should have a nomination committee, and the nomination committee should be laid
down in the company’s articles of association. The general meeting should stipulate guidelines for
the duties of the nomination committee, elect the chairperson and members of the nomination
committee, and determine the committee’s remuneration.
The nomination committee should have contact with shareholders, the Board of Directors, and the
company’s executive personnel as part of its work on proposing candidates for election to the
board.
The members of the nomination committee should be selected to take into account the interests of
shareholders in general. The majority of the committee should be independent of the Board of
Directors and the executive personnel. The nomination committee should not include any executive
personnel or any members of the company’s Board of Directors.
The nomination committee’s duties should be to propose candidates for election to the Board of
Directors and nomination committee (and corporate assembly where appropriate) and to propose
Annual Report 2024
Page 29
the fees to be paid to members of these bodies. The nomination committee should justify why it is
proposing each candidate separately.
The company should provide information on the membership of the committee and any deadlines
for proposing candidates.
The Company has a Nomination Committee, and the Nomination Committee is laid down in the
Company’s Articles of Association. The Company’s General Meeting stipulates guidelines for the
nomination committee, elects the members and the Chairperson of the Nomination Committee, and
determines their remuneration. The current Nomination Committee was elected at the General
Meeting 22 May 2023. The objectives, duties and functions of the Nomination Committee are
described in the Company’s “Charter for the Nomination Committee” which were adopted by the
General Meeting 14 September 2015 and updated in December 2022.
All members of the Nomination Committee are independent of the Company’s Board of Directors and
executive management, and none are members of the Board of Directors. Neither the CEO nor others
of the executive management team are members of the Nomination Committee.
The Nomination Committee shall contact the Company’s largest shareholders, as registered in the
VPS on 1 November each year, and request such shareholders to each propose a candidate to be
appointed as a member of the Nomination Committee. If any candidates are proposed by such
shareholders, the Nomination Committee shall include those candidates among the three candidates
in the recommendation to the General Meeting for election of members to the Nomination
Committee.
The Nomination Committee shall give recommendations for the election of shareholder elected
members of the Board of Directors and the members of the Nomination Committee, and
remuneration to the members of the Board of Directors and the members of the Nomination
Committee.
The Nomination Committee shall justify why it is proposing each candidate separately.
Circio's shareholders are entitled to nominate candidates to the Board of Directors of Circio Holding
ASA. Information on how to send input and proposals can be found on Circio’s website in the section
“Committee’s composition” under “Investor Relations” and “Corporate Governance”.
For information about the members of the Nomination Committee, please see “Committee
composition” under “Corporate Governance” in the Investor section at www.circio.com.
Deviations from the recommendation: None.
8. Board of Directors; composition and
independence
The composition of the Board of Directors should ensure that the board can attend to the common
interests of all shareholders and meets the company’s need for expertise, capacity, and diversity.
Attention should be paid to ensure that the board can function effectively as a collegiate body.
The composition of the Board of Directors should ensure that it can operate independently of any
special interests. The majority of the shareholder-elected members of the board should be
independent of the company’s executive personnel and material business contacts. At least two of
the members of the board elected by shareholders should be independent of the company’s main
shareholder(s).
The Board of Directors should not include executive personnel. If the board does include executive
personnel, the company should provide an explanation for this and implement consequential
adjustments to the organization of the work of the board, including the use of board committees to
help ensure more independent preparation of matters for discussion by the board, cf. Section 9 of
the code of Practice.
The general meeting (or the corporate assembly where appropriate) should elect the chairman of
the Board of Directors.
The term of office for members of the Board of Directors should not be longer than two years at a
time.
The annual report should provide information to illustrate the expertise of the members of the
Board of Directors, and information on their record of attendance at board meetings. In addition, the
annual report should identify which members are considered to be independent.
Members of the Board of Directors should be encouraged to own shares in the company.
The Nomination Committee shall give weight to the proposed candidates’ experience, qualifications,
and their capacity to serve as officers of the Company in a satisfactory manner. Emphasis will also
be given to ensuring reasonable representation in terms of gender, equality and background, and to
ensuring the independence of members of the Company’s Board.
Annual Report 2024
Page 30
The current Board of Directors was elected at the General Meeting 19 June 2024. As per 31
December 2024, the Board of Directors consists of three members, and currently has the following
composition: Damian Marron (Chair), Diane Mellett and Thomas Falck. Robert Burns is elected as
deputy member of the Board of Directors.
For more information on each board member, please see section “Board of Directors”.
Participation in Board of Directors meetings and Board committee meetings during 2024
Participation in
meetin
g
s
Board
meetin
g
s
Audit committee Compensation
committee
Governance
committee
Damian Marron 24 3 2
Diane Mellett 22 3 1
Thomas Falck 22 2 2 1
Robert Burns
1
10 2
1) Deputy member of the Board of Directors as of 19 June 2024
The composition of the Company’s Board of Directors is considered to ensure that the shareholders’
interests are maintained, and that the Company’s need for a diversified and experienced Board of
Directors with sufficient capacity is in place. The members of the Board of Directors represent a
combination of expertise, capabilities and experience from the pharmaceutical industry and finance
business.
The composition of the Board of Directors ensures that it can act independently of any special
interests. All the shareholder-elected members of the Board of Directors are independent of the
Company’s executive management and material business connections. In addition, all members of
the Board of Directors are considered to be independent of the Company’s major shareholder(s). A
major shareholder means in this connection a shareholder that owns or controls 10 percent or more
of the Company’s shares or votes, and independence shall entail that there are no circumstances or
relations that may be expected to be able to influence independent assessments of the person in
question.
The Board of Directors does not include executive management. The Chairperson of the Board of
Directors is elected by the General Meeting.
The term of office for members of the Board of Directors is no longer than one year at the time.
Members of the Board of Directors may be re-elected.
For further information about the members of the Board of Directors, including number of shares and
who are considered independent, see Note 11 Related parties and remuneration to Management in
the Company’s Annual Report, and the section “Board of Directors” in the Annual Report.
Deviations from the recommendation: None
9. The work of the Board of Directors
The Board of Directors should issue instructions for its own work as well as for the executive
management with particular emphasis on clear internal allocation of responsibilities and duties.
These instructions should state how the Board of Directors and executive management shall handle
agreements with related parties, including whether an independent valuation must be obtained. The
Board of Directors should also present any such agreements in their annual directors’ report.
The Board of Directors should ensure that members of the Board of Directors and executive
personnel make the company aware of any material interests that they may have in items to be
considered by the Board of Directors.
To ensure a more independent consideration of matters of a material character in which the
chairman of the board is, or has been, personally involved, the board's consideration of such
matters should be chaired by some other member of the board.
The Public Companies Act stipulates that large companies must have an audit committee. The
entire Board of Directors should not act as the company’s audit committee. Smaller companies
should consider establishing an audit committee. In addition to the legal requirements on the
composition of the audit committee etc., the majority of the members of the committee should be
independent of the company.
The Board of Directors should also consider appointing a remuneration committee to help ensure
thorough and independent preparation of matters relating to compensation paid to the executive
personnel. Membership of such a committee should be restricted to members of the board who are
independent of the company’s executive personnel.
The Board of Directors should provide details in the annual report of any board committees
appointed.
Annual Report 2024
Page 31
The Board of Directors should evaluate its performance and expertise annually.
General
The Board of Directors Handbook adopted by the Board of Directors on the 20 December 2022
includes a set of instructions and policies instructions/charters for its own work, as well as for the
executive management, with particular emphasis on clear allocations of internal responsibilities and
duties.
Agreements with related parties
The Board of Directors shall arrange for a valuation to be obtained from an independent third party in
the event of a transaction between the Company and its related parties, e.g., shareholders, a
shareholder’s parent company, members of the Board of Directors, executive management or closely-
related parties of any such parties. An independent valuation shall also be carried out in the event of
transactions between companies within the same group where any of the companies involved have
minority shareholders.
The Board of Directors ensures that members of the Board of Directors and executive management
make the Company aware of any material interests that they may have in items to be considered by
the Board of Directors. In order to ensure a more independent consideration of matters of a material
character in which the chairperson of the board is, or has been, personally involved, the board's
consideration of such matters will be chaired by some other member of the board.
The Board of Directors, working with the Corporate Governance Committee, carries out an annual
evaluation of its own performance and expertise and presents the evaluation report to the
Nomination Committee.
The Board of Directors has established three permanent Board Committees, which are described in
further detail below. The current members of the committees were elected at the Board of Directors
meeting in January 2024. Members of the committee are appointed for one year. These committees
do not pass resolutions but supervise the work of the Company’s management on behalf of the Board
of Directors and prepare matters for Board of Directors’ consideration within their specialized areas.
In this preparatory process, the committees have the opportunity to draw on company resources, and
to seek advice and recommendations from sources outside the Company. The Board of Directors
also establishes ad-hoc sub-committees as needed, e.g. research, development, finance,
manufacturing and in connection with M&A activities.
Audit Committee
The members of the Audit Committee are Diane Mellett (chair), Damian Marron and Thomas Falck.
The CFO acts as the committee’s secretary. The composition of the committee meets the
requirements of the Norwegian Code of Practice for Corporate Governance as regards independence,
and all the committee members are considered to be independent of Executive Management. The
mandate of the committee is set out in the Charter for the Audit Committee and is in brief as follows:
o Prepare for the Board of Directors a report describing its supervision of the financial
reporting process, including review of implementation of accounting principles and
policies.
o Monitor the effectiveness of the Company’s internal control and risk management systems,
noting any deficiencies and monitor management in remedying any such deficiencies.
o Have regular contact with the external auditor regarding the annual and consolidated
accounts.
o Review and monitor the independence of the statutory auditor, ref. the Norwegian Auditors
Act, chapter 4 and in particular whether services other than audits delivered by the
statutory auditor or the audit firm are a threat against the statutory auditor’s independence.
The committee supervises the implementation of and compliance with the Company’s
Ethics Code of Conduct and supervises the Company’s compliance activities relating to
corruption as further described in the provisions herein.
Three meetings were held in 2024.
Compensation committee
The members of the Compensation Committee are Thomas Falck (chair), Damian Marron and Robert
Burns. The composition of the committee meets the requirements of the Norwegian Code of Practice
for Corporate Governance as regards independence, and all the committee members are considered
to be independent of Executive Management. The mandate of the committee is set out in the Charter
for the Compensation Committee and is in brief as follows:
o The role of the committee shall be to oversee the Group’s compensation policy for its CEO,
Management, employees, and consultants, recommend changes to the Group’s
compensation policy to the Board of Directors as and when appropriate and prepare
matters for final decision by the Board of Directors. Recommendations and proposals for
compensation to members of the Board of Directors shall be the responsibility of the
Nomination Committee.
Two meetings were held in 2024.
Annual Report 2024
Page 32
Corporate Governance Committee
The members of the Corporate Governance Committee are Diane Mellett (chair) and Thomas Falck.
The composition of the committee meets the requirements of the Norwegian Code of Practice for
Corporate Governance as regards to independence, and both committee members are considered to
be independent of Executive Management. The mandate of the committee is set out in the Charter for
the Governance Committee and is as follows:
o Develop and review the Groups policies and practices for corporate governance, and
annually recommend changes to such policies and practices, if any, to the Board of
Directors
o Lead the Board of Directors in its annual review of the Board of Directors’ performance and
its competence
o Monitor the functioning of the Board committees and sub-groups and make
recommendations to the Board of Directors with regard to the composition of Board
committees and sub-groups
o Lead the Board of Directors in its annual review of the CEO’s performance
One meeting was held in 2024.
Deviations from the recommendation: None
10. Risk management and internal control
The Board of Directors must ensure that the company has sound internal control and systems for
risk management that are appropriate in relation to the extent and nature of the company’s
activities.
The Board of Directors should carry out an annual review of the company’s most important areas of
exposure to risk and its internal control arrangements.
To manage the Company specific risks and risk inherent in the industry, and to comply with
international and national regulations, the Company have implemented a periodic review process to
identify, analyze and handle the main risk factors facing the Group. The Audit Committee will
periodically receive written reports highlighting the main risks and proposed actions to address these
as well as any significant weaknesses in the internal control regime.
Our aim is to have an annual review by the Board of Directors of the Company’s most important areas
of exposure to risk and its internal control arrangements.
Risk Management is further described under “Directors’ Report”, in the Risk section.
Deviations from the recommendation: None
11. Remuneration of the Board of Directors
The remuneration of the Board of Directors should reflect the board’s responsibility, expertise, time
commitment and the complexity of the company’s activities.
The remuneration of the Board of Directors should not be linked to the company’s performance. The
company should not grant share options to members of its board.
Members of the Board of Directors and/or companies with which they are associated should not
take on specific assignments for the company in addition to their appointment as a member of the
board. If they do nonetheless take on such assignments this should be disclosed to the full board.
The remuneration for such additional duties should be approved by the board.
Any remuneration in addition to normal directors’ fees should be specifically identified in the annual
report.
The compensation of the Board of Directors and its sub-committees is decided by the Annual General
Meeting, based on a recommendation from the Nomination Committee. Separate rates are set for the
Board of Directors’ chair and other members, respectively. Separate rates are also adopted for the
Board of Directors’ sub-committees, with similar differentiation between the Chair and the other
members of each committee.
The Annual General Meeting 19 June 2024 decided to remunerate the Board of Directors with a
combination of cash and Restricted Share Units (RSUs).
If the Board members choose to receive the Board remuneration in RSU’s they must elect to either (i)
receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in
RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs. The total compensation,
except for meeting compensation, to each member of the Board of Directors for 2022-2023, is
described in Note 10 in the Annual Report.
The number of RSUs to be granted to a member of the Board of Directors is calculated as the non-
cash compensation in NOK, divided by the market price for the Circio Holding ASA share. The market
price is calculated as volume weighted average share price the 10 trading days prior to the grant
date.
Annual Report 2024
Page 33
The cash compensation is not linked to the Company’s performance or similar. None of the members
of the Board of Directors has a pension plan or agreement concerning pay after termination of their
office with the Company.
There are no plans to issue new options to the members of the Board of Directors going forward.
Information about all compensation paid to each member of the Board of Directors is presented in
Note 10 of the consolidated financial statements in the Annual Report.
Deviations from the recommendation: None
12. Remuneration for executive personnel
The guidelines on the salary and other remuneration for executive personnel must be clear and
easily understandable, and they must contribute to the company’s commercial strategy, long-term
interests, and financial viability.
The company’s arrangements in respect of salary and other remuneration should help ensure the
executive personnel and shareholders have convergent interests and should be simple.
Performance related remuneration should be subject to an absolute limit.
The Board of Directors has established guidelines for the remuneration of executive management,
and these guidelines shall be communicated to the Annual General Meeting. The guidelines were
approved by the Annual General Meeting 20 April 2022 and will be considered and approved by the
general meeting and in the event of any material changes and at least every fourth year. The
guidelines set out the main principles in determining the salary and other remuneration of executive
management. The Board of Director’s guidelines on the remuneration of executive management are
outlined in an appendix to the agenda for the Annual General Meeting.
Performance-related remuneration of the executive management in the form of share option grants,
bonus programs or similar are linked to value creation for shareholders over time. Such
arrangements’ intention is to incentivize performance and be based on quantifiable factors over
which the employee in question can have influence. Performance-related remuneration is subject to
an absolute limit (while there is no upside limit on granted share options nor on granted share units).
Information about all compensation paid to each member of Executive Management is presented in
the Remuneration report.
Deviations from the recommendation: None
13. Information and communication
The Board of Directors should establish guidelines for the company’s reporting of financial and
other information based on openness and taking into account the requirement for equal treatment
of all participants in the securities market.
The Board of Directors should establish guidelines for the company’s contact with shareholders
other than through general meetings.
General information
The Company shall provide timely and precise information about the Company and its operations to
its shareholders, the stock exchange when applicable and the financial markets in general. Such
information will be given in the form of annual reports, semi-annual reports, press releases, notices to
relevant marketplace exchange as well as investor presentations in accordance with what is deemed
most suitable. The Company shall seek to clarify its long-term potential, including strategies, value
drivers, and risk factors.
The Company’s presentations are webcast directly and may be found on Circio’s website, along with
the quarterly and annual reports, under “Investor Relations”.
Information to shareholders
The Company has procedures for establishing discussions with shareholders to enable the Company
to develop a balanced understanding of the circumstances and focus of shareholders. Such
discussions will always be in compliance with the principle of equal treatment of the Company’s
shareholders.
Deviations from the recommendation: None
14. Take-overs
The Board of Directors should establish guiding principles for how it will act in the event of a take-
over bid. In a bid situation, the company’s Board of Directors and management have an independent
responsibility to help ensure that shareholders are treated equally, and that the company’s business
activities are not disrupted unnecessarily.
The Board has a particular responsibility to ensure that shareholders are given sufficient
information and time to form a view of the offer.
Annual Report 2024
Page 34
The Board of Directors should not hinder or obstruct take-over bids for the company’s activities or
shares.
Any agreement with the bidder that acts to limit the company’s ability to arrange other bids for the
company’s shares should only be entered into where it is self-evident that such an agreement is in
the common interest of the company and its shareholders. This provision shall also apply to any
agreement on the payment of financial compensation to the bidder if the bid does not proceed. Any
financial compensation should be limited to the costs the bidder has incurred in making the bid.
Agreements entered into between the company and the bidder that are material to the market's
evaluation of the bid should be publicly disclosed no later than at the same time as the
announcement that the bid will be made is published.
In the event of a take-over bid for the company’s shares, the company’s Board of Directors should
not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid
unless this is approved by the general meeting following announcement of the bid. If an offer is
made for a company’s shares, the company’s Board of Directors should issue a statement making a
recommendation as to whether shareholders should or should not accept the offer. The board’s
statement on the offer should make it clear whether the views expressed are unanimous, and if this
is not the case it should explain the basis on which specific members of the board have excluded
themselves from the board’s statement. The board should arrange a valuation from an independent
expert. The valuation should include an explanation and should be made public no later than at the
time of the public disclosure of the board’s statement.
Any transaction that is in effect a disposal of the company’s activities should be decided by a
general meeting (or the corporate assembly where relevant).
In the event of a take-over process, the Board of Directors and the Company’s Executive Management
each have an individual responsibility to ensure that the Company’s shareholders are treated equally
and that the Company’s activities are not unnecessarily interrupted. The Board of Directors has a
particular responsibility in ensuring that the shareholders have sufficient information and time to
form a view on the offer.
The Board of Directors will not seek to hinder or obstruct any takeover bid for the Company’s
operations or shares. In the event of such a bid as discussed in section 14 of the Norwegian Code of
Practice for Corporate Governance, the Board of Directors will, in addition to complying with relevant
legislation and regulations, seek to comply with the recommendations in the Code of Practice. This
includes obtaining a valuation from an independent expert. On this basis, the Board of Directors will
make a recommendation as to whether or not the shareholders should accept the bid. There are no
other written guidelines for procedures to be followed in the event of a takeover bid.
The Company has not found it appropriate to draw up any explicit basic principles for Circio’s conduct
in the event of a takeover bid, other than the actions described above. The Board of Directors
otherwise concurs with what is stated in the Code of Practice regarding this issue.
Deviations from the recommendation: None
15. Auditor
The Board of Directors should ensure that the auditor submits the main features of the plan for the
audit of the company to the audit committee annually.
The Board of Directors should invite the auditor to meetings that deal with the annual accounts. At
these meetings the auditor should report on any material changes in the company’s accounting
principles and key aspects of the audit, comment on any material estimated accounting figures and
report all material matters on which there has been disagreement between the auditor and the
executive management of the company. The Board of Directors should at least once a year review
the company’s internal control procedures with the auditor, including weaknesses identified by the
auditor and proposals for improvement. The Board of Directors should establish guidelines in
respect of the use of the auditor by the company’s executive management for services other than
the audit.
The Board of Directors ensures that the auditor submits the main features of the plan for the audit of
the Company to the Audit Committee annually.
The Board of Directors invites the auditor to meetings that deal with the annual accounts, so the
auditor can report on any changes in the company’s accounting principles and key aspects of the
audit, comment on any material estimated accounting figures and report all matters on which there
has been disagreement between the auditor and the executive management of the company.
The Board of Directors once a year reviews the Company’s internal control procedures with the
auditor, including weaknesses identified by the auditor and proposals for improvement.
At least once a year, the Audit Committee will meet with the auditor to consider the auditor’s views on
the Group’s accounting principles, risk areas and internal control procedures.
Annual Report 2024
Page 35
The Audit Committee receives an annual summary from the external auditor of services other than
auditing that have been provided to the Company. The Company has established guidelines for the
management’s use of the external auditor for services other than auditing.
The auditors’ fees, presented in Note 11 of the consolidated financial statements in the Annual
Report, are stated for the relevant categories of auditing and other services. The auditor’s fee is
determined at the Annual General Meeting.
.3
CIRCIO GROUP 2023
Financial statements
Consolidated statement of profit or loss .............................................. 37
Consolidated Statement of comprehensive income ............................ 37
Consolidated statement of financial position ....................................... 38
Consolidated statement of changes in equity ...................................... 39
Consolidated statement of cash flow ................................................... 40
1. General information ......................................................................... 41
2. Summary of significant accounting principles .................................. 41
3. Important accounting estimates and discretionary assessments .... 44
4. Segments .......................................................................................... 44
5. Restated comparable figures 2023……………………………………………….44
6. Financial instruments and risk management ………………………………..45
7. Revenue recognition………….. ............................................................ 48
8. Research and development expenses .............................................. 48
9. Government grants ........................................................................... 48
10. Payroll and related expenses .......................................................... 49
11. Related parties and Management – same as the comp.report ...... 50
12. Share-based compensation ............................................................ 56
13. Other operating expenses .............................................................. 60
14. Financial instruments ..................................................................... 60
15. Tax ................................................................................................... 62
16. Property, plant and equipment ...................................................... 63
17. Receivables ..................................................................................... 64
18. Cash and cash equivalents .............................................................. 64
19. Share capital and shareholder information .................................... 65
20. Interest-bearing debt ...................................................................... 66
21. Current liabilities ............................................................................ 68
22. Convertible bond ............................................................................ 69
23. Events after the reporting date ...................................................... 70
Annual Report 2024
Page 37
Consolidated statement of profit or
loss
Amounts in NOK thousands except per share data Note
2024 Restated
2023
2022
Other revenues 7 - 123 10 002
Total revenue - 123 10 002
Research and development expenses 8,9
-11 688 -49 890 -47 228
Payroll and related expenses 8,9,10,11,12
-22 359 -34 442 -52 238
Other operating expenses 5,8,9,13
-8 433 -13 983 -11 454
Depreciation, amortizations and impairments 14,16 -13 -1 773 -392 673
Total operating expenses -42 493 -100 088 -503 593
Operating profit/loss (-) -42 493 -99 965 -493 591
Finance income 14
Finance expense 5,14,20,22
-6 500 -14 518 -5 097
Net finance income (expense) 100 016 -12 976 -1 737
Profit/loss before income tax 57 523 -112 941 -495 328
Income tax income/(expense) 15
Profit/loss for the period 57 523 -112 941 -432 898
Profit/loss for the year attributable to:
Equity holders of the parent company 57 523 -112 941
Earnings/loss (-) per share
Basic and dilutive earnings/loss (-) per share 19 2.79 -16.65 -2.30
Consolidated Statement of
comprehensive income
Amounts in NOK thousands except per
share data
Note
2024 Restated
2023
Income/loss (-) for the period 57 523 -112 941
Items that may be reclassified to profit or loss:
Exchange differences arising from the translation
of forei
g
n o
p
erations
-39 479 -4 183
Net other comprehensive income/loss -18 044 -4 183
Total comprehensive income/loss (-) for the
period
-18 044 -117 124
Total comprehensive income/loss attributable to:
Equity holders of the parent company
-18 044 -117 124
Annual Report 2024
Page 38
Consolidated statement of financial position
Amounts in NOK thousands Note
31.12.2024
Restated
31.12.2023
ASSETS
Intangible assets
Property, plant, and equipment 16
Total non-current assets 190 13
Receivables 14,17
Cash and cash equivalents 18
Total current assets 21 639 25 698
TOTAL ASSETS 21 830 25 712
EQUITY AND LIABILITIES
Shareholders’ equity
Share capital
1
19 42 090 4 484
Retained earnings -54 548 -142 453
Translation differences -52 39 427
Total equity -12 509 -98 541
Non-current liabilities
Total non-current liabilities - -
1) Share capital includes 17 825 013 shares from warrants exercise and private placement being issued on 6
January 2025
Amounts in NOK thousands Note
31.12.2024
Restated
31.12.2023
Current liabilities
Convertible bond 22 17 356 44 281
Interest-bearing liabilities 20 - 66 153
Trade payables 21 4 713 3 450
Accrued public charges 21 1 464 1 673
Other current liabilities 21 10 807 8 696
Total current liabilities 34 339 124 253
TOTAL EQUITY AND LIABILITIES 21 830 25 712
Oslo, 10 April 2025
The Board of Directors of Circio Holding ASA
Damian Marron Thomas Falck Diane Mellett
Chairperson of the Board Board member Board member
Erik Digman Wiklund
Chief Executive Officer
Annual Report 2024
Page 39
Consolidated statement of changes in equity
Amounts in NOK thousands Note
Share
capital
Share
premium
Other
reserves
Translation differences Retained earnings
(accumulated losses)
Total
equity
Balance at 31 December 2022
Loss for the period
-110 736 -110 736
Other comprehensive income
-4 183 - -4 183
Other comprehensive income/loss, net of tax
Total comprehensive income for the period
-4 183 -110 736 -114 919
Share issuance, employee share options & RSU’s
19
Recognition of share-based payments & RSU's
12
Share issuance - Convertible bonds
Transaction cost - Convertible bonds
-17 -17
Capital decrease - Reverse split
-17 193 -7 810 25 003 -
Reclassification of Other reserves
-57 493 57 493 -
Reclassification of Share premium
-11 664 11 664 -
Balance at 31 December 2023
Effect of adjustment – see note 5 5,22
-2 205 -2 205
Equity adjusted as at 01.01.2024
-142 453 -98 541
Loss for the period
Other comprehensive income
-39 479 - -39 479
Other comprehensive income/loss, net of tax
- - -
Total comprehensive income for the period
Recognition of share-based payments & RSU's
12 950 950
Share issuance - Convertible bonds, Rights issue, Private Placement, Warrants
Authorized but unissued shares 10 695 10 695
Reclassification of Other reserves
-950 950 -
Reclassification of Share premium
-29 432 29 432 -
Balance at 31 December 2024
Annual Report 2024
Page 40
Consolidated statement of cash flow
Amounts in NOK thousands Note
2024
Restated
2023
Cash flow from operating activities
Profit/loss before income tax 57 523 -112 941
Adjustments for:
Finance income 14
-106 516 -1 541
Finance expense 14
Interest received 14
Other finance income/expense 14
-144 -427
Share option and RSU expense 12
Depreciation, amortizations and impairments 16
-1 103 1 773
Change in receivables 17
-1 605 28 225
Change in other current liabilities 21
Net cash flow from /(used in) operating activities -40 532 -89 196
Cash flow from investing activities
Purchases of property, plant, and equipment (PPE) 16 -189 -193
Sale of assets 16 - 3 140
Net cash received from/(paid in) investing activities -189 2 947
Cash flow from financing activities
Repayment of borrowings 20 - -2 712
Repayment of lease liabilities - -1 496
Interest paid 14
Payment for share issue cost – Rights issue, Private Placement and repair offering 25 719 -
Proceeds from convertible bond 22 13 500 59 000
Payment - convertible bond fees 22 -2 584 -12 630
Proceeds from exercise of share options & RSUs 19
Net cash generated from financing activities 36 635 41 929
Net increase/(decrease) in cash and cash equivalents -4 086 -44 321
Net exchange gain/loss on cash and cash equivalents 92 555
Cash and cash equivalents at beginning of period 22 250 66 015
Cash and cash equivalents at end of period 18 18 255 22 250
Annual Report 2024
Page 41
1. General information
biotechnology company developing powerful circular RNA technology for next generation nucleic acid
medicine.
The Group is building a unique circular RNA (circRNA) platform for nucleic acid medicine. The
proprietary circVec technology is designed for efficient biogenesis of multifunctional circRNA from
DNA, which can be developed for a broad range of diseases. The circVec platform has demonstrated
enhanced and more durable protein expression than classic mRNA vector systems and has the
potential to become the new gold-standard for DNA and virus-based therapeutics in the future. 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, the Group is continuing to develop its legacy oncology program, TG01, targeting KRAS
driver mutations. TG01 is currently being tested in clinical trials which are being run through
academic collaborative networks, supported by prestigious research grants from Innovation Norway
and the Norwegian Research Council.
The Company is a Norwegian public limited liability company listed on the Oslo Stock Exchange in
Norway. The address of the registered office is Universite tsgata 2, 0164 Oslo, Norway .
These financial statements have been approved for issue by the Board of Directors on 10 April 2025
and are subject to approval by the Annual General Meeting in June 2025.
2. Summary of material accounting
principles
The principal accounting policies applied in the preparation of these consolidated financial
statements are described in the respective notes, or if not, set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
Amounts are in thousand Norwegian kroner unless stated otherwise.
Functional currency
The functional currency is determined in each entity in the Group based on the currency within the
entity's primary economic environment. Transactions in foreign currency are translated to functional
currency using the exchange rate at the date of the transaction. At the end of each reporting period
foreign currency monetary items are translated using the closing rate, non-monetary items that are
measured in terms of historical cost are translated using the exchange rate at the date of the
transaction and non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was measured. Changes in the
exchange rate are recognized continuously in the accounting period.
Presentation currency
The Group’s presentation currency is NOK. This is also the parent company’s functional currency. The
statement of financial position figures of entities with a different functional currency are translated at
the exchange rate prevailing at the end of the reporting period for balance sheet items, including
goodwill, and the exchange rate at the date of the transaction for profit or loss items. The monthly
average exchange rates are used as an approximation of the transaction exchange rate where the
rate at the date of transaction is not available. Exchange differences are recognized in other
comprehensive income (“OCI”).
When investments in foreign subsidiaries are sold, the accumulated translation differences relating to
the subsidiary attributable to the equity holders of the parent are recognized in the statement of
comprehensive income. When a loss of control, significant influence or joint control is present the
accumulated exchange differences related to investments allocated to controlled interests is
recognized in profit or loss.
When a partial disposal of a subsidiary (not loss of control) is present the proportionate share of the
accumulated exchange differences is allocated to non-controlling interests.
2.1 Basis for preparation of the annual accounts
The consolidated financial statements of Circio Holding ASA have been prepared in accordance with
IFRS ® Accounting Standards (IFRS) as adopted by the European Union, as well as Norwegian
disclose requirements listed in the Norwegian Accounting Act.
The consolidated financial statements are based on historical cost.
The consolidated financial statements have been prepared on the basis of uniform accounting
principles for similar transactions and events under otherwise similar circumstances.
Annual Report 2024
Page 42
2.2 Accounting principles
Foreign exchange
The Group record transactions at initial recognition based on the exchange rate at the date of the
transaction. If the exchange rate at the date of transaction is not available, average monthly
exchange rate in the month of transaction is used. The date of a transaction is the date on which the
transaction first qualifies for recognition in accordance with International Financial Reporting
Standards. However, if exchange rates fluctuate significantly, the use of the average rate for a period
may be inappropriate and an exchange rate closer to transaction date is used.
Any exchange differences are recognized in statement of profit or loss under financial items in the
period in which they arise.
2.3 Adoption of new and revised IFRS standards
Standards and interpretations affecting amounts reported in the current period
All relevant new and revised IFRSs and IFRIC interpretations that are mandatory for periods
commencing 1 January 2024 and earlier have been adopted for all periods presented in these
financial statements.
The Group has applied the following amendments for the first time for their annual reporting period
commencing 1 January 2024:
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
Classification of Liabilities as Current or Non-current – Amendments to IAS 1
Non-current Liabilities with Covenants – Amendments to IAS 1
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments listed above did not have any impact on the amounts recognized in prior periods
and are not expected to significantly affect the current or future periods.
None of the other new standards, revised standards, amended standards or interpretations have a
material impact on the Group’s overall results and financial position.
Standards and interpretations in issue but not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory
for 31 December 2024 reporting periods and have not been early adopted by the Group. These
standards are not expected to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
Presentation and Disclosure in Financial Statements – IFRS 18 was adopted in 2024 and will apply to
future reporting periods. IFRS 18 is effective for periods beginning on or after 1 January 2027 and
IFRS 18 will replace IAS 1 Presentation of Financial Statements and introduce new requirements to
help achieve comparability across companies. Although IFRS 18 will not affect the recognition or
measurement of items in the financial statements, changes are expected to be made to the Group’s
presentation of the Consolidated statement of comprehensive income. Management is currently
assessing the detailed implications of applying the new standard to the Group’s consolidated
financial statements.
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. As of 31 December 2024, Targovax Solutions AS located in Oslo Norway, and Circio AB
located in Stockholm, Sweden is 100% owned and controlled subsidiaries by Circio Holding ASA. The
100% owned subsidiary Targovax OY, located in Espoo, Finland was liquidated in second half of 2024.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee).
Exposure, or rights, to variable returns from its involvement with the investee
The ability to use its power over the investee to affect its returns
In general, there is a presumption that a majority of voting rights results in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee, including:
Annual Report 2024
Page 43
The contractual arrangement(s) with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights
The Group reassesses whether it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins
when the Group obtains control over the subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the
year are included in the consolidated financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Profit or loss and each component of OCI are attributed to the equity holders of the parent of the
Group. When necessary, adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with the Group’s accounting policies. All intra-group assets and
liabilities, equity, income, expenses and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction.
If the Group loses control over a subsidiary, it ceases to recognize the related assets (including
goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain
or loss is recognized in statement of profit or loss. Any investment retained is recognized at fair
value.
2.5 Business combinations and intangible assets
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, which is measured at acquisition date
fair value, and the amount of any non-controlling interests in the acquiree. For each business
combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair
value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs
are expensed as incurred and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a
financial liability are subsequently remeasured to fair value with changes in fair value recognized in
profit or loss.
2.6 Going concern
The Group works continuously to ensure financial flexibility in the short and long-term to achieve its
strategic and operational objectives. To date, the Group has financed its operations through private
placements, repair offerings, grants, convertible bonds and the initial public offering in connection
with the listing of the company’s shares on Oslo Stock Exchange in 2016.
Funding of ongoing operations is and will depend on external sources for the foreseeable future,
mainly equity contributions. Changes in financial market conditions can affect the climate and
willingness for investments in biotech companies like Circio. Local events in Norway can also affect
the Group’s ability to raise additional funding. The Group continuously faces the risk that adequate
sources of funding may not be available when needed or may not be available at favorable terms.
The Group's equity as of 31 December 2024, was negative and less than 50% of the registered share
capital. According to the obligations of section 3-5 of the Public Companies Act (the "Public
Companies Act"), the Board of directors is obligated in to inform the general assembly about the
Company's financial position. The Board of Directors has assessed its duty in accordance with the
Companies Act section 3-5 and regards the present equity structure as insufficient to meet the
Company’s objectives, strategy, and risk profile long term, and are therefore in the process of
implementing measures to turn the equity positive.
- The Group has secured sufficient liquidity until the end of June 2025, through the rights
issue in July 2024, the warrants exercise and a separate private placement in December
and the financing commitment from Atlas Special Opportunities LLC entered in June 2024.
- Ongoing preclinical experiments are expected to read out important in vivo data during first
half and 3Q of 2025. Based on the expectations from these readouts, the Group's
management and Board of directors have several concrete processes, with the potential of
attracting strategic partnerships and providing new funding, thereby strengthening the
Group’s equity further.
Given these processes and discussion with interested parties, the Board of directors considers the
Group's current equity to be adequate to adapt the going concern assumption
Circio expects to extend the Financing commitment with Atlas, with the possibility of issuing
additional convertible bonds providing cash runway into 4Q of 2025.
Annual Report 2024
Page 44
The unknown outcome of the ongoing processes, and uncertainty around access to further capital for
the next twelve months from the date of this annual report, indicate that material uncertainty exists
that may cast significant doubt on the Company’s and the Group’s ability to continue as a going
concern.
3. Important accounting estimates and
discretionary assessments.
Management makes estimates and assumptions that affect the reported amounts of assets and
liabilities within the next financial year. Estimates and judgments are continually evaluated and are
based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Convertible bond
The accounting for convertible bonds involves significant estimates and discretionary assessments,
particularly in determining the classification, fair value measurement, and allocation of the bond’s
components. See Note 22 Convertible bond.
Estimated value of share-based payments
At each balance sheet date, the Group revises its estimates of the number of options that are
expected to vest. It recognizes the impact of the revision to original estimates, if any, in the statement
of profit or loss, with a corresponding adjustment to equity. The estimated turnover rate for unvested
share options is 0 percent for all share option plans. See Note 11 Share-based compensation.
Deferred tax asset
A deferred tax asset shall be recognized for the carryforward of unused tax losses and unused tax
credits to the extent that it is probable that future taxable profit will be available against which the
unused tax losses and unused tax credits can be utilized.
The Group cannot prove probable future taxable income large enough to justify recognizing a
deferred tax asset in the balance sheet. However, this assumption must be continually assessed, and
changes could lead to a significant asset being recognized in the future. This assumption requires
significant management judgment. See Note 15 Taxes.
Effects on climate change
The Company strives to minimize its impact on personal health and the environment.
All production and distribution activities are outsourced, and when selecting suppliers, the Company
evaluates each candidate’s ethical and responsible business conduct including environment, health
and safety policy.
The main source of climate emissions from the Company in 2024 was emissions from the use of
electricity for Circio offices in Norway and Sweden and business travel. The Group has emissions
from waste generated from the laboratory activities in Sweden which are part of a larger lab facility
provided by a third party. The company has not identified any direct emissions from its business
activities.
4. Segments
he Group core activity is the development of the circular RNA (circRNA) platform for nucleic acid
medicines, being conducted by the wholly owned subsidiary Circio AB based at the Karolinska
Institute in Stockholm, Sweden. The Group is in addition continuing the development of its legacy
oncology program, TG01, targeting KRAS driver mutations. These activities are performed from the
Norwegian subsidiary, Targovax Solutions AS.
For management purposes, the Group is organized as one business unit, and the internal reporting is
structured in accordance with this. The Group is thus currently organized in one operating segment.
5. Restated comparable figures 2023
Due to an error in the accounting of the convertible bond agreement in 2023, the opening balance of
receivables, current liabilities and equity was adjusted as of 01.01.2024. The financial statements of
2023 have been restated to correct this error. The effect of the restatement on those financial
statements is summarized below.
As the facility fee was previously amortized on a straight-line basis, while it is now expensed based
on expected withdrawals, the receivables were changed from NOK 4.5 million to 2.0 million as of
01.01.2024. The convertible bond was reduced from NOK 44.5 million to 44.3 million as previously
the transaction cost was expensed immediately, while it is now included in the calculation of
Annual Report 2024
Page 45
amortized cost. Resulting in a total change of NOK 2.2 million to the opening balance of the equity as
of 01.01.2024.
| Amounts in NOK thousands | |||
| 2023 | |||
| 2023 | |||
| Restated | |||
| Change | |||
| Other operating expenses | -14 522 | -13 983 | -538 |
| Finance expense | -11 774 | -14 518 | 2 744 |
| Loss before income tax | -110 736 | -112 941 | 2 205 |
| Receivables | 5 872 | 3 448 | -2 424 |
| Retained earnings | -140 248 | -142 453 | 2 205 |
| Convertible bond | 44 500 | 44 281 | 219 |
6. Financial instruments and risk
management objectives and policies
1
The Group's financial assets and liabilities comprise cash at bank and cash equivalents, receivables
and trade creditors that originate from its operations. All financial assets and liabilities are carried at
amortized cost. All financial assets and liabilities are short-term and their carrying value
approximates fair value.
The Group does currently not use financial derivatives to manage financial risk such as interest rate
risk and currency risk. The Group is subject to market risk, credit risk and liquidity risk.
Market risk
Interest rate fluctuations could in the future materially and adversely affect the Group’s business,
financial condition, results of operations, cash flows, time to market and prospects.
The Group may in the future be exposed to interest rate risk primarily in relation to any future interest-
bearing debt issued at floating interest rates and to variations in interest rates of bank deposits.
Consequently, movements in interest rates could have a material and adverse effect on the Group’s
business, financial condition, results of operations, cash flows, time to market and prospects. As the
Group currently does not have any interest-bearing debt, risk related to change in interest rates mainly
relates to interest gains on the Group’s cash balance.
The following table demonstrates the Group’s sensitivity to a 1 percent point change in interest rates
on cash and cash equivalents at 31 December 2024 and 2023:
| 2024 | 2023 | |||
| Amounts in NOK thousands | ||||
| 1% point | ||||
| increase | ||||
| 1% point | ||||
| decrease | ||||
| 1% point | ||||
| increase | ||||
| 1% point | ||||
| decrease | ||||
| Loss before income tax effect | 183 | -183 | 223 | --223 |
Foreign currency risk
Fluctuations in exchange rates could affect the Group’s cash flow and financial condition.
The Group has currency exposure to both transaction risk and translation risk related to its operating
expenses. Transaction risk arises when future commercial transactions or recognized assets or
liabilities are denominated in a currency that is different from the Group’s presentation currency. The
Group undertakes various transactions in foreign currencies and is consequently exposed to
fluctuations in exchange rates. Exposure arises largely from research expenses. For the year 2024,
the Group was mainly exposed to fluctuations in EUR, USD, GBP, CHF, SEK and DKK. Circio hedges
foreign currency by aligning the cash positions with future expected currency outflows. The Group
does not have derivatives for hedge accounting at year-end.
Translation risk arises due to the conversion of amounts in foreign subsidiaries' financial statements
denominated in foreign currencies to NOK, the Company’s functional currency.
Credit risk
Credit risk is the risk of a counterparty defaulting. The Group has limited credit risk. Outstanding
receivables are limited and primarily prepayments of fees related to the convertible bond agreement.
No impairment has been recognized. The carrying value of the assets represents the Group's
maximum exposure to credit risk.
Annual Report 2024
Page 46
The credit quality of financial assets can be assessed by reference to credit ratings.
Cash and cash equivalents:
| 2024 | 2023 | Rating | |||
| Amounts in NOK thousands | |||||
| Amount | In % | Amount | In % | S&P | |
| Cash at bank: | 18 213 | 100% | 21 900 | 98% | |
| Nordea Bank abp | 18 213 | 100% | 21 716 | 98% | AA- |
| DNB Bank ASA | - | 0% | 183 | 1% | AA- |
| Money market funds: | 42 | 0% | 350 | 2% | |
| Nordea Likviditet III | 42 | 0% | 350 | 2% | |
| Total | 18 255 | 100% | 22 250 | 100% |
Fair value of financial instruments
The carrying value of receivables, cash and cash equivalents, borrowings and other trade payables
are assessed to approximate fair value.
| 2024 | 2023 | |||
| Amounts in NOK thousands | ||||
| Carrying | ||||
| amounts | ||||
| Fair value | Carrying | |||
| amounts | ||||
| Fair value | ||||
| Receivables | 3 384 | 3 384 | 3 448 | 3 448 |
| Cash and cash equivalents | 18 255 | 18 255 | 22 250 | 22 250 |
| Total financial assets | 21 639 | 21 639 | 25 698 | 25 698 |
| Interest-bearing borrowings | - | - | 66 153 | 66 153 |
| Convertible bond | 17 356 | 17 356 | 44 281 | 44 281 |
| Lease liabilities | - | - | - | - |
| Trade payables | 4 713 | 4 713 | 3 450 | 3 450 |
| Total financial liabilities | 22 068 | 22 068 | 113 884 | 113 884 |
Annual Report 2024
Page 47
Liquidity risk
The Group manages liquidity risk by estimating and monitoring cash and liquidity needs on an on-
going basis and maintaining adequate reserves and banking facilities.
The following tables analyses the Group’s current and non-current financial liabilities, at 31
December 2024 and 2023 respectively, into relevant maturity groupings based on the remaining
period at the balance sheet date to the contractual maturity date. The amounts disclosed in the
tables are the financial undiscounted cash flows.
| At 31 December 2024 | |||||
| 1 | |||||
| (Amounts in NOK thousands) | |||||
| On | |||||
| demand | |||||
| Less than 3 | |||||
| months | |||||
| 3 to 12 | |||||
| months | |||||
| 1 to 5 | |||||
| years | |||||
| Total | |||||
| Trade payables | - | 4 713 | - | - | 4 713 |
| Accrued public charges | - | 1 464 | - | - | 1 464 |
| Other current liabilities | - | 10 807 | - | - | 10 807 |
| Total | - | 16 983 | - | - | 16 983 |
1) Convertible bonds are not included. At maturity date any outstanding bonds will be converted to shares,
hence not liquidity risk.
| At 31 December 2023 | |||||
| 1 | |||||
| (Amounts in NOK thousands) | |||||
| On demand | |||||
| Less than 3 | |||||
| months | |||||
| 3 to 12 | |||||
| months | |||||
| 1 to 5 | |||||
| years | |||||
| Total | |||||
| Interest-bearing | |||||
| 2 | |||||
| borrowings | |||||
| 1 | |||||
| 2 464 | 3 078 | 65 408 | - | 70 950 | |
| Trade payables | - | 3 450 | - | - | 3 450 |
| Accrued public charges | - | 1 673 | - | - | 1 673 |
| Other current liabilities | - | 8 696 | - | - | 8 696 |
| Total | 2 464 | 16 897 | 65 408 | - | 84 769 |
1) Convertible bonds are not included. At maturity date any outstanding bonds will be converted to shares,
hence not liquidity risk.
2) Interest-bearing borrowings comprise loans from Business Finland and includes future interest payments,
see note 20 Interest bearing debt.
Page 48
Annual Report 2024
7. Revenue recognition
Revenue from providing services is recognized in the accounting period in which the services are
rendered. Revenue is presented net of value added tax.
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Other revenue | - | 123 |
| Total operating revenue | - | 123 |
The Group's products are still in the research and development phase, and it has no revenue from
sales of products yet.
8. Research and development expenses
Expenditure on research and development activities is recognized as an expense in the period in
which it is incurred. Internal and external research and development costs related to the Group's
development of new products are recognized in the statement of profit or loss in the year incurred
unless it meets the asset recognition criteria of IAS 38 "intangible Assets".
Uncertainties related to the regulatory approval process and results from ongoing clinical trials
generally indicate that the criteria for asset recognition is not met until the time when the marketing
authorization is obtained from regulatory authorities. This assessment requires significant
management discretion and estimations.
The following table gives an overview of the Group’s research and development expenditure
compared to the total operating expenses:
| 2024 | 2023 | |||
| Amounts in NOK thousands | ||||
| Total | Of which R&D | Total | Of which R&D | |
| R&D expenses | 11 688 | 11 688 | 49 890 | 49 890 |
| Payroll and related expenses | 22 359 | 12 343 | 34 442 | 18 215 |
| Other operating expenses | 8 433 | 137 | 13 983 | 201 |
| Depreciation, amortizations and | ||||
| impairments | ||||
| 13 | - | 1 773 | - | |
| Total | 42 493 | 24 168 | 100 088 | 68 305 |
The following research and development expenditures have been expensed:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| R&D related consultancy and other expenses | 11 878 | 40 268 |
| Cost of manufacturing for R&D | 3 089 | 9 423 |
| Patent expenses | 159 | 1 920 |
| Government grants | -3 438 | -1 722 |
| Total research and development expenses | 11 688 | 49 890 |
9. Government grants
Government grants are recognized at the value of the contributions at the transaction date. Grants
are not recognized until it is probable that the conditions attached to the contribution will be
achieved. The grant is recognized in the statement of profit or loss in the same period as the related
costs and are presented net.
Government grants are normally related to either reimbursements of employee costs and classified
as a reduction of Payroll and related expenses or related to other operating activities and thus
classified as a reduction of Research and development expenses or Other operating expenses.
Page 49
Annual Report 2024
Government grants have been recognized in statement of profit or loss as a reduction of the related
expense with the following amounts:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Research and development expenses | 3 438 | 1 722 |
| Payroll and related expenses | 881 | 108 |
| Other operating expenses | 221 | - |
| Total grants | 4 541 | 1 830 |
The Group is awarded research grants of NOK 9.8 million from the Research Council of Norway and
NOK 8.2 million from Innovation Norway, towards product and clinical development for the TG mutant
KRAS cancer vaccine program. The grant from the Research Council of Norway is for the period
2022-2025, while the Innovation Norway grant was for the period 4Q 2021 to 2024.
For the full year 2024 the Group has recognized NOK 2.1 million related to the grant from NFR and
NOK 2.5 million from Innovation Norway.
Specification of grants receivables:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Grants from Research Council of Norway | 300 | -895 |
| Grants from Innovation Norway | - | - |
| Total grants receivable | 300 | -895 |
10. Payroll and related expenses
Payroll and related expenses are recognized in the statement of profit or loss in the period in which
the related costs are incurred or services are provided.
Defined contribution plans
Targovax Solutions AS has a defined contribution pension plan as required by the Norwegian Law and
as well an applicable contribution pension plan as required by Swedish law for all employees
employed in Circio AB. These pension plans apply to all employees of the Group respectively.
Currently, members of the Management Team with residence outside Norway and Sweden are not
part of the company’s respective national pension plans. The company pays these executives an
annual amount in addition to base salary in lieu of their participation in a company scheme. For
defined contribution pension plans, contributions are paid to pension insurance plans and charged to
the statement of profit or loss in the period to which the contributions relate.
Bonus scheme
Circio has a bonus system covering all employees.
The Group recognizes a liability and an expense for bonuses based on a short-term incentive plan for
employees linked to achievement of corporate objectives as well as individual objectives determined
by the Board. See note 11 Related parties and remuneration to Management.
Total payroll and related expenses for the Group are:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Salaries and bonus | 16 679 | 24 549 |
| Board fees | 1 284 | 1 428 |
| Employer’s national insurance contributions | 2 612 | 3 567 |
| Share-based compensation | ||
| 1 | ||
| 950 | 1523 | |
| Pension expenses – defined contribution plan | 1 366 | 2 843 |
| Other | 351 | 640 |
| Governmental grants | -881 | -108 |
| Total payroll and related expenses | 22 359 | 34 442 |
| 1) Share-based compensation has no cash effect. | ||
| Number of employees calculated on a full-time basis as at end of | ||
| period | ||
| 8.0 | 10.8 | |
| Number of employees at end of period | 9 | 13 |
Page 50
Annual Report 2024
11. Related parties and remuneration to
Management
Statement for 2024
The Board of Directors complies with the decision made at Circio Holding ASA’s Ordinary General Meeting on 20 April 2022 to approve of the Board of Directors’ statement concerning principles for Management
compensation pursuant to Norwegian Public Limited Companies Act section 6–16a. The remuneration principles used for the year 2024 is described in the Group’s Remuneration report 2024.
Compensation tables for 2024 and 2023
| Remunerations and other benefits in 2024: | ||||||
| Amounts in NOK thousands | ||||||
| 1 | ||||||
| Fixed annual fee as | ||||||
| at 31 Dec 2024 | ||||||
| Earned fees in cash in | ||||||
| 2024 | ||||||
| Earned fees in RSU’s in | ||||||
| 2024 | ||||||
| Earned committee meetings | ||||||
| fee per 31.12.2024 | ||||||
| Exercise of share | ||||||
| options/RSUs | ||||||
| Total remuneration earned | ||||||
| in 2024 | ||||||
| Board of Directors of Circio Holding ASA: | ||||||
| Damian Marron, Chairperson of the Board | 535 | 481 | 54 | 20 | 555 | |
| Thomas Falck, Board member | 320 | 288 | 32 | 40 | 360 | |
| Robert Burns, Board member | ||||||
| 3 | ||||||
| 182 | 182 | - | 20 | 202 | ||
| Diane Mellett, Board member | 320 | 256 | 64 | 40 | 360 | |
| Total Board of Directors | ||||||
| 1,2 | ||||||
| 1 357 | 1 207 | 150 | 120 | - | 1 477 |
1) All amounts in the tables exclude National Insurance Contribution
2) The Board members may choose to receive their Board fee either in RSUs or in cash. Please see the table for holding of RSUs for further details on the Board related remuneration.
3) Robert Burns assigned as a deputy Board member as of 19.06.2024
| Amounts in NOK thousands | |||||||
| 1 | |||||||
| Fixed annual salary | |||||||
| as at 31 Dec 2024 | |||||||
| Earned salaries in | |||||||
| 2024 | |||||||
| Bonus earned in | |||||||
| 2024 | |||||||
| Pension expenses in | |||||||
| 2024 | |||||||
| Benefits in kind in | |||||||
| 2024 | |||||||
| Exercise of share | |||||||
| options/RSUs | |||||||
| Total remuneration in | |||||||
| 2024 | |||||||
| Management team: | |||||||
| Erik Digman Wiklund, Chief Executive Officer | |||||||
| 2 | |||||||
| 2 694 | 2 420 | 688 | 92 | 14 | - | 3 214 | |
| Lubor Gaal, Chief Financial Officer | |||||||
| 3 | |||||||
| 3 007 | 2 393 | 487 | 0 | 195 | - | 3 074 | |
| Victor Levitsky, Chief Scientific Officer | |||||||
| 4 | |||||||
| 3 337 | 876 | 219 | 0 | 174 | - | 1 270 | |
| Thomas B. Hansen, Chief Technology | |||||||
| 5 | |||||||
| 1 923 | 1 652 | 310 | 121 | 3 | - | 2 085 | |
| Ola Melin, Chief Operating Officer | |||||||
| 6 | |||||||
| 1 695 | 1 655 | 261 | 422 | 16 | - | 2 353 | |
| Total Management Team | |||||||
| 12 655 | 8 996 | 1 965 | 635 | 402 | 0 | 11 997 |
1) All amounts in the tables exclude National Insurance Contribution
Page 51
Annual Report 2024
2) Erik Digman Wiklund works 50% for Circio and its subsidiaries as per 31.12.2024.
3) Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 50% for Circio and its subsidiaries as per 31.12.2024.
4) Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Circio and its subsidiaries as per 31.12.2024.
5) Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2024.
6) Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2024.
.
In 2024, the annual general meeting of the Company resolved that all current board members shall receive NOK 320 000 and the Chairperson of the Board NOK 535 000 for the period from the annual general
meeting in 2024 and until the annual general meeting in 2025. Deputy board members shall receive NOK 160 000. If the current board members have served for a shorter period than since the annual general
meeting in 2024, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period) and any prepaid remuneration shall then be repaid. The members of the board
of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). Members of board committees shall receive an additional remuneration of NOK 4 000 per
committee meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the
period.
In 2024 NOK 0.1 million, representing earned fees in RSUs, was recognized as an expense for Board remunerations in RSUs. The Group has recognized as an expense NOK 0.8 million in share-based compensation
for the year 2024 to the Management Team as per 31 December 2024. There are no outstanding loans or guarantees made to the Board of Directors or the Management Team at 31 December 2024.
| Remunerations and other benefits in 2023: | ||||||
| Amounts in NOK thousands | ||||||
| Fixed annual fee as | ||||||
| at 31 Dec 2023 | ||||||
| Earned fees in cash in | ||||||
| 2023 | ||||||
| Earned fees in RSU’s in | ||||||
| 2023 | ||||||
| Earned committee meetings | ||||||
| fee per 31.12.2023 | ||||||
| Exercise of share | ||||||
| options/RSUs | ||||||
| Total remuneration | ||||||
| earned in 2023 | ||||||
| Board of Directors of Circio Holding ASA: | ||||||
| Damian Marron, Chairperson of the Board | 532 | 355 | 177 | 20 | 37 | 589 |
| Thomas Falck, Board member | 317 | 180 | 137 | 40 | 357 | |
| Robert Burns, Board member | 317 | 317 | - | 20 | 15 | 352 |
| Diane Mellett, Board member | 317 | 137 | 180 | 40 | 14 | 371 |
| Sonia Quaratino, Board member | 223 | 74 | 149 | 223 | ||
| Bente-Lill Bjerkelund Romøren, Board | 223 | 180 | 43 | 40 | 263 | |
| Raphael Clynes, Board member | 223 | 31 | 192 | 223 | ||
| Eva-Lotta Allan, Board member | 93 | 62 | 31 | 3 | 96 | |
| Total Board of Directors | ||||||
| 1,2 | ||||||
| 2 246 | 1 336 | 910 | 160 | 69 2 | 474 |
1) Eva-Lotta Allan resigned from the Board at the AGM 2023, and Bente-Lill Bjerkelund, Raphael Clynes and Sonia Quaratino resigned from the board 17 October 2023.
2) The Board members may choose to receive their Board fee either in RSUs or in cash. Please see the table for holding of RSUs for further details on the Board related remuneration.
Page 52
Annual Report 2024
| Amounts | |||||||
| 1 | |||||||
| in NOK thousands | |||||||
| Fixed annual salary | |||||||
| as at 31 Dec 2023 | |||||||
| Earned salaries in | |||||||
| 2023 | |||||||
| Bonus earned in | |||||||
| 2023 | |||||||
| Pension expenses in | |||||||
| 2023 | |||||||
| Benefits in kind in | |||||||
| 2023 | |||||||
| Exercise of | |||||||
| share | |||||||
| options/RSUs | |||||||
| Total | |||||||
| remuneration | |||||||
| in 2023 | |||||||
| Management team: | |||||||
| Erik Digman Wiklund, Chief Executive Officer | 2 588 | 2 490 | 0 | 100 | 13 | - | 2 604 |
| Lubor Gaal, Chief Financial Officer | |||||||
| 2 | |||||||
| 2 837 | 2 683 | - | 0 | 192 | - | 2 875 | |
| Victor Levitsky, Chief Scientific Officer | |||||||
| 3 | |||||||
| 3 104 | 623 | 0 | 0 | 167 | - | 790 | |
| Thomas B. Hansen, Chief Technology | |||||||
| 4 | |||||||
| 1 816 | 1 863 | - | 109 | 0 | - | 1 972 | |
| Ola Melin, Chief Operating Officer | |||||||
| 5 | |||||||
| 1 538 | 1 520 | - | 404 | 42 | - | 1 966 | |
| Total Management Team | |||||||
| 6,7,8 | |||||||
| 11 883 | 9 180 | 0 | 613 | 414 | 0 | 10 207 |
1) All amounts in the tables exclude National Insurance Contribution.
2) Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 80% for Circio and its subsidiaries as per 31.12.2023.
3) Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Circio and its subsidiaries as per 31.12.2023.
4) Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen joined the management team 1 January 2023. Thomas Birkballe Hansen is working 80% for Circio and
its subsidiaries as per 31.12.2023.
5) Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 80% for Circio and its subsidiaries as per 31.12.2023.
6) Lone Ottesen resigned from her position as CDO 14 August 2023. During 2023 her remuneration consisted of TNOK 2 948 in salary and TNOK 282 in pension.
7) Ingunn Munch Lindvig resigned from her position as VP Regulatory Affairs on 9 June 2023. During 2023 her remuneration consisted of TNOK 1 006 in salary and TNOK 46 pension and TNOK 8 in benefits in kind.
8) Margrethe Sørgaard joined the management team 1 June 2023 and resigned from her position as VP & Head of Clinical Development 30 November 2023. During 2023 her remuneration consisted of TNOK 1 528 in salary and TNOK 96
pension and TNOK 14 in benefits in kind.
In 2023, the annual general meeting of the Company resolved that all current board members shall receive NOK 320 000 and the Chairperson of the Board NOK 535 000 for the period from the annual general
meeting in 2023 and until the annual general meeting in 2024. If the current board members have served for a shorter period than since the annual general meeting in 2023, the remuneration shall be pro rata
adjusted down (based on the number of days served compared to the full period). The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock
units (RSUs). The remuneration in cash shall be payable immediately after the annual general meeting in 2024. Members of board committees shall receive an additional remuneration of NOK 4 000 per committee
meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the period.
In 2023 NOK 1.0 million was recognized as an expense for Board remunerations in RSUs.
The Group has not recognized any expense in provision for bonuses to the Management Team as per 31 December 2023.
The Group has recognized as expense NOK 1.7 million in share-based compensation for the year 2023 to the Management Team as per 31 December 2023. There are no outstanding loans or guarantees made to
the Board of Directors or the Management Team at 31 December 2023.
Page 53
Annual Report 2024
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2024:
| Holding | ||||||||||
| shares as at | ||||||||||
| 31 Dec 2024 | ||||||||||
| 1 | ||||||||||
| % ownership | ||||||||||
| 31 Dec | ||||||||||
| 2024 | ||||||||||
| Granted | ||||||||||
| options | ||||||||||
| 2024 | ||||||||||
| Forfeited | ||||||||||
| options | ||||||||||
| 2024 | ||||||||||
| Expired | ||||||||||
| options | ||||||||||
| 2024 | ||||||||||
| Exercised | ||||||||||
| options | ||||||||||
| 2024 | ||||||||||
| Holding of | ||||||||||
| options as at | ||||||||||
| 31 Dec 2024 | ||||||||||
| Granted | ||||||||||
| RSUs 2024 | ||||||||||
| 2 | ||||||||||
| Exercised | ||||||||||
| RSUs 2024 | ||||||||||
| Holding of RSUs | ||||||||||
| as at 31 Dec | ||||||||||
| 2024 | ||||||||||
| Board of Directors of Circio Holding ASA: | ||||||||||
| Damian Marron, Chairperson of the Board | 169 256 | 0.24 % | - | - | 13 348 | |||||
| Thomas Falck, Board member | ||||||||||
| 3 | ||||||||||
| 187 200 | 0.27 % | - | - | 9 884 | ||||||
| Diane Mellett, Board member | 193 638 | 0.28 % | - | - | 14 950 | |||||
| Robert Burns, Deputy Board member | 88 458 | 0.13 % | - | - | 1 436 | |||||
| Total Board of Directors | 638 552 | 0.91 % | - | - | 39 618 | |||||
| Management team: | ||||||||||
| Erik Digman Wiklund, Chief Executive Officer | ||||||||||
| 3 | ||||||||||
| 284 133 | 0.41 % | 750 000 | - | 4 994 | - | 805 005 | ||||
| Lubor Gaal, Chief Financial Officer | ||||||||||
| 5 | ||||||||||
| 187 200 | 0.27 % | 600 000 | - | - | - | 623 329 | ||||
| Victor Levitsky, Chief Scientific Officer | 93 933 | 0.13 % | 300 000 | - | - | - | 321 502 | |||
| Thomas B Hansen, Chief Technology Officer | 93 600 | 0.13 % | 400 000 | - | - | - | 416 658 | |||
| Ola Melin, Chief Operating Officer | 95 266 | 0.14 % | 300 000 | - | - | - | 324 185 | |||
| Total Management | ||||||||||
| 754 132 | 1.08 % | 2 350 000 | - | 4 994 | - | 2 490 679 | ||||
| Total | 1 392 684 | 1.99 % | 2 350 000 | - | 4 994 | - | 2 490 679 | - | - | 39 618 |
1) Shareholding includes shares from warrants exercise and private placement being issued on 6 January 2025
2) Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs.
3) The shares are held through Sølen AS.
4) The shares are partly held through Digman AS.
5) The shares are held through Biopharma Drug Licensing Group AS, SL.
Page 54
Annual Report 2024
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2023:
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 General Meeting decided in an Extraordinary General Meeting in September 2023 that the Circio Holding ASA shares were 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. The share split was completed on 3
rd
October 2023.
| Holding | ||||||||||||
| shares as at | ||||||||||||
| 31 Dec 2023 | ||||||||||||
| % ownership | ||||||||||||
| 31 Dec | ||||||||||||
| 2023 | ||||||||||||
| Granted | ||||||||||||
| options | ||||||||||||
| 2023 | ||||||||||||
| Forfeited | ||||||||||||
| options | ||||||||||||
| 2023 | ||||||||||||
| Expired | ||||||||||||
| options | ||||||||||||
| 2023 | ||||||||||||
| Exercised | ||||||||||||
| options | ||||||||||||
| 2023 | ||||||||||||
| Modified | ||||||||||||
| options due | ||||||||||||
| to share split | ||||||||||||
| Holding of | ||||||||||||
| options as at | ||||||||||||
| 31 Dec 2023 | ||||||||||||
| Granted | ||||||||||||
| RSUs | ||||||||||||
| 2023 | ||||||||||||
| 1 | ||||||||||||
| Exercised | ||||||||||||
| RSUs 2023 | ||||||||||||
| Modified | ||||||||||||
| RSUs due to | ||||||||||||
| share split | ||||||||||||
| Holding of | ||||||||||||
| RSUs as at | ||||||||||||
| 31 Dec 2023 | ||||||||||||
| Board of Directors of Circio Holding ASA: | ||||||||||||
| Damian Marron, Chairperson of the Board | 1 852 | 0.02 % | 302 670 | -55 588 | -387 087 | 13 348 | ||||||
| Thomas Falck, Board member | 181 037 | -286 609 | 9 884 | |||||||||
| Robert Burns, Board member | 9 958 | 0.13 % | - | -23 307 | -41 635 | 1 436 | ||||||
| Diane Mellett, Board member | 4 098 | 0.05 % | 362 072 | -20 870 | -450 912 | 15 548 | ||||||
| Total Board of Directors | ||||||||||||
| 2,3 | ||||||||||||
| 15 908 | 0.20 % | 845 779 | -99 765 | -1 166 243 | 40 216 | |||||||
| Management team: | ||||||||||||
| Erik Digman Wiklund, Chief Executive Officer | ||||||||||||
| 4 | ||||||||||||
| 3 333 | 0.04 % | -1 740 001 | 59 999 | |||||||||
| Lubor Gaal, Chief Financial Officer | ||||||||||||
| 0.00 % | -676 671 | 23 329 | ||||||||||
| Victor Levitsky, Chief Scientific Officer | 333 | 0.00 % | -623 498 | 21 502 | ||||||||
| Thomas B Hansen, Chief Technology Officer | -483 342 | 16 658 | ||||||||||
| Ola Melin, Chief Operating Officer | 1 666 | 0.02 % | -700 815 | 24 185 | ||||||||
| Total Management | ||||||||||||
| 5,6,7 | ||||||||||||
| 5 332 | 0.07 % | -4 224 327 | 145 673 | |||||||||
| Total | 21 240 | 0.27 % | -4 224 327 | 145 673 | 845 779 | -99 765 | - 1 166 243 | 40 216 |
1) Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs.
2) Eva-Lotta Allan, left the Board of Circio May 2023. Per 31.12.2023 she held no options, 2 149 RSUs and 3 296 shares.
3) Bente-Lill Bjerkelund Romøren, Raphael Clynes and Sonia Quaratino resigned from the Board of Circio 17 October 2023 due to the reorganization of the Company. Per 31.12.2023 Bente-Lill B. Romøren held no options, 6514 RSUs and 1
185 shares, Raphael Clynes held no options, 21 953 RSUs and no shares and Sonia Quaratino held no options, 16 875 RSUs and no shares
4) The shares are held through Digman AS
5) Ingunn Munch Lindvig resigned from her position as VP Regulatory Affairs on 9 June 2023. Per 31.12.23 she held 4 906 options and 333 shares.
6) Lone Ottesen resigned from her position as CMO on 13 August 2023. Per 31.12.23 she held 6 999 options and 917 shares.
7) Margrethe Sørgaard joined the management team 1 June 2023 and resigned from her position as VP & Head of Clinical Development 30 November 2023. Per 31.12.23 she held 1 083 options and no shares.
Page 55
Annual Report 2024
Total outstanding options for shares by range of exercise price at 31 December 2024:
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | 497.7 | Total |
| Management team: | ||||||||
| Erik Digman Wiklund, CEO | 750 000 | 20 012 | 6 671 | 12 670 | 10 658 | 4 994 | 805 005 | |
| Lubor Gaal, CFO | 600 000 | 13 341 | 9 988 | 623 329 | ||||
| Victor Levitsky, CSO | 300 000 | 3 317 | 1 491 | 16 694 | 321 502 | |||
| Thomas B Hansen. CTO | 400 000 | 13 341 | 3 317 | 416 658 | ||||
| Ola Melin, COO | 300 000 | 13 341 | 2 497 | 8 347 | 324 185 | |||
| Total Management | ||||||||
| 2 350 000 | 63 352 | 9 988 | 13 976 | 21 017 | 27 352 | 4 994 | 2 490 679 |
Total outstanding options for shares by range of exercise price at 31 December 2023:
| Exercise price in NOK | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | 497.7 | 617.4 | Total |
| Management team: | ||||||||
| Erik Digman Wiklund, CEO | 20 012 | 6 671 | 12 670 | 10 658 | 4 994 | 4 994 | 59 999 | |
| Lubor Gaal, CFO | 13 341 | 9 988 | 23 329 | |||||
| Victor Levitsky, CSO | 3 317 | 1 491 | 16 694 | 21 502 | ||||
| Thomas B Hansen. CTO | 13 341 | 3 317 | 16 658 | |||||
| Ola Melin, COO | 13 341 | 2 497 | 8 347 | 24 185 | ||||
| Total Management | ||||||||
| 1,2 | ||||||||
| 63 352 | 9 988 | 13 976 | 21 017 | 27 352 | 4 994 | 4 994 | 145 673 |
1) Ingunn Munch Lindvig resigned from her position as VP Regulatory Affairs on 9 June 2023. As of 31.12.23 she held 1 303 options for shares of exercise price 65.40, 793 between 155.57-167.7 and 2 810 at 288.3.
2) Lone Ottesen resigned from her position as CMO on 13 August 2023. As of 31.12.23 she held 1 652 options for shares of exercise price 65.4 and 5 347 at 237.9.
3) Margrethe Sørgaard joined the management team 1 June 2023 and resigned from her position as VP & Head of Clinical Development 30 November 2023. As of 31.12.23 she held 654 options for shares of exercise price 65.4 and 429 at
202.2.
Related party transactions
The Company entered into a consulting agreement with Levitski V-Biopharm Consulting, a Zurich
based company, in April 2020. Levitski V-Biopharm Consulting is a related party of Victor Levitsky,
who is a member of Circio Management Team, Chief Scientific Officer as from April 2020. Levitski V-
Biopharm Consulting is entitled to a consultancy fee of NOK 359 866 (CHF 28,716) per month for a
100% position. In 2024 Viktor Levitsky had a position of 20% for six months and the other six months
a position of 30%.
The Company entered into a consulting agreement with BioPharma Drug Licensing Group SL, a
Barcelona based company, in February 2022. BioPharma Drug Licensing Group SL is a related party
Page 56
Annual Report 2024
of Lubor Gaal, who is a member of Circio Management Team, Chief Financial Officer as from March
2022. BioPharma Drug Licensing Group SL is entitled to a consultancy fee of NOK 270 672 (EUR
22,948) per month for a 100% position as CFO and NOK 82 565 (EUR 7,000) per month for a 100%
consultant providing analyst services. The analyst services were terminated at the end of January
2024.
Consultancy fees and analyst services for Levitski V-Biopharm Consulting and BioPharma Drug
Licensing Group SL are in CHF and EUR respectively, NOK values as stated above are based on
exchange rates as of 31.12.2024.
Related party transactions:
| 2024 | 2023 | |||
| Amounts in NOK thousands | ||||
| Revenue | ||||
| (expense) | ||||
| Receivable | ||||
| (Payable) at | ||||
| 31 December | ||||
| Revenue | ||||
| (expense) | ||||
| Receivable | ||||
| (Payable) at | ||||
| 31 December | ||||
| Levitski V-Biopharm Consulting | -1 329 | -238 | -1 001 | - |
| BioPharma Drug Licensing Group | -2 957 | -143 | -3 754 | -257 |
Remuneration to the statutory auditor (excl. VAT)
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Statutory audit | 861 | 1 085 |
| Other attestation services | 24 | 120 |
| Tax services | 60 | - |
| Other services | ||
| 1 | ||
| 146 | 7 | |
| Total | 1 091 | 1 213 |
1 Other services relates to the waiver of the Business Finland loans and intermediate balance report
12. Share-based compensation
Equity-settled share-based payments are measured at the fair value of the equity instruments at the
grant date.
The fair value of the employee services received in exchange for the grant of the options is
recognized as an expense, based on the Company's estimate of equity instruments that will
eventually vest. The total amount to be expensed is determined by reference to the fair value of the
options granted excluding the impact of any non-market service and performance vesting conditions.
The grant date fair value of the options granted is recognized as an employee expense with a
corresponding increase in equity, over the period that the employees become unconditionally entitled
to the options (vesting period).
The fair value of the options granted is measured using the Black-Scholes model. Measurement
inputs include share price on measurement date, exercise price of the instrument, expected volatility,
weighted average expected life of the instruments, expected dividends, and the risk-free interest rate.
Service and non-market performance conditions attached to the transactions are not taken into
account in determining fair value.
When the options are exercised, the Company issues new shares. The proceeds received net of any
directly attributable transaction costs are recognized as share capital (nominal value) and share
premium reserve.
At the end of each reporting period, the group revises its estimates of the number of options that are
expected to vest. It recognizes the impact of the revision to original estimates, if any, in statement of
profit or loss, with a corresponding adjustment to equity. Changes to the estimates may significantly
influence the expense recognized during a period.
Share options
The Group operates an equity-settled, share-based compensation plan, under which the entity
receives services from employees as consideration for equity instruments (options) in Circio Holding
ASA.
At the Annual General Meeting (AGM) in June 2024 the Board of Directors was authorized to increase
the Group’s share capital in connection with share incentive arrangements by up to NOK 2 428 639.5.
This authorization replaces the previous authorizations to increase the share capital by up to the
Page 57
Annual Report 2024
lower of NOK 2 700 000 and b) 10% of the Company’s outstanding shares, options and RSUs given to
the Board of Directors at the AGM held in May 2023.
The Company has granted share options under its long-term incentive program (the “LTI Option
Program”). The Option Program applies to the Management Team as well to employees in general.
Certain former employees and former board members have also been granted options under the LTI
Option Program.
Additionally, the Company has in the past granted options as payment for inventions (the “IPR Option
Program”).
Each share option converts into one ordinary share of the Company on exercise. Options may be
exercised at any time from the date of vesting until expiry. The options generally vest over a period of
four years: 25 percent of the options vest on the first anniversary of the grant date and the remaining
75 percent of the options vest in equal monthly tranches over the next 36 months. Options expire
seven years after the grant date.
In general, the exercise price of the options is set at the fair value of the shares at grant date.
Certain former employees and former board members have also been granted options under the LTI
Option Program as replacement for historical option holdings.
There were granted 3 450 000 share options during 2024 and 30 000 share options during 2023.
At an Extraordinary General Meeting 27 September 2023, the General Meeting passed the resolution
to consolidate the Company’s share in the ratio of 30:1 (a reversed split), hence a modification of
negative 7 761 511 share options. The nominal value was also adjusted to NOK 0.6.
Fair value of the options has been calculated at grant date. The fair value of the options was
calculated using the Black-Scholes model. The expected volatility for options issued in 2024 and
2023 is estimated at average of 83.70% and 75.17%, based on the volatility of comparable listed
companies. The volume weighted average interest rate applied to the share options grants in 2024
and 2023 is 3.60% and 3.52%.
The following table shows the changes In outstanding options In 2024 and 2023:
| 2024 | 2023 | |||
| No. of | ||||
| options | ||||
| Weighted avg. | ||||
| exercise price | ||||
| (in NOK) | ||||
| No. of | ||||
| options | ||||
| Weighted avg. | ||||
| exercise price | ||||
| (in NOK) | ||||
| Outstanding at 1 | ||||
| January | ||||
| 267 230 | 214.83 | 10 781 275 | 6.11 | |
| Granted during the | ||||
| period | ||||
| 3 450 000 | 0.76 | 30 000 | 0.83 | |
| Exercised during the | ||||
| period | ||||
| - | - | - | - | |
| Forfeited | -3 128 | 61.42 | -2 537 409 | 3.81 |
| Expired | -43 306 | 562.56 | -245 125 | 59.70 |
| Modifications due to | ||||
| share split Oct 2023 | ||||
| - | - | -7 761 511 | 214.85 | |
| Outstanding no. of | ||||
| options at end of period | ||||
| 3 670 796 | 9.67 | 267 230 | 214.83 |
See Circio’s Remuneration report for further information on granted share options to Management
Team.
The average fair value of options granted in 2024 was 0.52 per share and 0.42 per share in 2023.
The weighted- average assumptions used to determine the Black Scholes fair value of options
granted in 2024 and 2023 were:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Volatility (%) | 83.70 | 75.17 |
| Expected life (in years) | 4.58 | 3.66 |
| Risk-free interest rate (%) | 3.60 | 3.52 |
| Share price (NOK) | 0.78 | 0.42 |
| Exercise price (NOK) | 0.76 | 24.90 |
Annual Report 2024
Page 58
The expensed share options, NOK 0.9 million in 2024 (Targovax Solutions AS: NOK 0.5 million, and Circio AB: NOK 0.4 million) and NOK 0.5 million in 2023 (Targovax Solutions AS: NOK 0.4 million, Targovax OY:
negative NOK 0.4 million and Circio AB: NOK 0.5 million) , includes management estimate for employee turnover. The estimated turnover rate used for the year 2024 and 2023 was 9.74% and 14.41%.
At 31 December 2024, the range of exercise prices and weighted average remaining contractual life of the options were as follows:
| Outstanding options | Vested outstanding | ||||||
| Exercise price | |||||||
| Outstanding options per | |||||||
| 12/31/2024 | |||||||
| Weighted average remaining | |||||||
| contractual life | |||||||
| Weighted average remaining | |||||||
| years until vesting | |||||||
| Weighted average | |||||||
| exercise | |||||||
| price | |||||||
| Vested outstanding per | |||||||
| 12/31/2024 | |||||||
| Weighted average | |||||||
| exercise | |||||||
| price | |||||||
| Weighted average | |||||||
| remaining | |||||||
| life vested | |||||||
| 0.00-1.00 | 3 450 000 | 6.90 | 2.05 | 0.76 | 0 | 0.00 | 0.00 |
| 1.00-35.00 | 81 280 | 4.97 | 0.50 | 34.46 | 41 128 | 34.43 | 4.97 |
| 35.00.-50.00 | 10 473 | 4.20 | 0.20 | 45.69 | 7 153 | 45.72 | 4.20 |
| 50.00-100.00 | 25 374 | 3.99 | 0.09 | 65.39 | 21 069 | 65.36 | 3.99 |
| 100.00-200.00 | 32 075 | 2.89 | 0.04 | 178.75 | 28 595 | 178.46 | 2.78 |
| 200.00-400.00 | 56 929 | 2.52 | 0.00 | 261.43 | 56 929 | 261.43 | 2.52 |
| 400.00- | 14 665 | 0.09 | 0.00 | 497.70 | 14 665 | 497.70 | 0.09 |
| Total | 3 670 796 | 6.70 | 1.94 | 9.67 | 169 539 | 179.34 | 3.20 |
At 31 December 2023, the range of exercise prices and weighted average remaining contractual life of the options were as follows:
| Outstanding options | Vested outstanding | ||||||
| Exercise price | |||||||
| Outstanding options per | |||||||
| 12/31/2023 | |||||||
| Weighted average remaining | |||||||
| contractual life | |||||||
| Weighted average remaining | |||||||
| years until vesting | |||||||
| Weighted average | |||||||
| exercise | |||||||
| price | |||||||
| Vested outstanding per | |||||||
| 12/31/2023 | |||||||
| Weighted average | |||||||
| exercise | |||||||
| price | |||||||
| Weighted average | |||||||
| remaining | |||||||
| life vested | |||||||
| 0.00-35.00 | 83 478 | 5.98 | 1.14 | 34.38 | 20 634 | 34.49 | 5.97 |
| 35.00-46.00 | 10 473 | 5.21 | 0.63 | 45.69 | 4 537 | 45.74 | 5.20 |
| 46.00-67.00 | 26 400 | 3.56 | 0.36 | 65.39 | 17 115 | 65.31 | 2.78 |
| 67.00-180.00 | 16 351 | 1.54 | 0.00 | 175.89 | 16 351 | 175.89 | 1.54 |
| 180.00-220.00 | 32 642 | 2.91 | 0.21 | 196.80 | 24 986 | 201.63 | 2.33 |
| 220.00-289.00 | 45 531 | 2.37 | 0.06 | 276.19 | 39 873 | 275.16 | 2.16 |
| 289.00-500.00 | 22 305 | 0.71 | 0.00 | 469.91 | 22 305 | 469.91 | 0.71 |
| 500.00- | 30 050 | 0.19 | 0.00 | 664.78 | 30 050 | 664.78 | 0.19 |
| Total | 267 230 | 3.36 | 0.45 | 214.83 | 175 851 | 292.18 | 2.19 |
From 1 January 2025 to 10 April 2025, no share options were granted to members of management, 100 000 share options were granted to other employees of the Group.
Annual Report 2024
Page 59
Restricted Stock Units
The Board of Directors may choose to receive their remuneration, or parts thereof, in the form
of restricted stock units (RSUs). If the Board members choose to receive the Board
remuneration in RSUs they must choose to either (i) receive 100% of the compensation in
RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the
compensation in cash and 1/3 in RSUs.
The number of RSUs to be granted to the members of the Board of Directors is calculated as
the NOK amount of the RSU opted portion of total compensation to the Board member,
divided by the market price of the Circio Holding ASA share. The market price is calculated as
the volume weighted average share price the 10 trading days prior to the grant date. The
RSUs will be non-transferrable and each RSU will give the right and obligation to acquire
shares in Circio Holding ASA (at nominal value) subject to satisfaction of the applicable
vesting conditions. When the RSUs have vested, the participant must during the following
three-year period select when to take delivery of the shares.
The compensation to each member of the Board of Directors for the period between the AGM
2024-2025 has been set out in the minutes from the Annual General Meeting 19 June 2024.
The general assembly decided to remunerate the Board of Directors for the period between
the AGM 2024 to the AGM 2025 with a combination of cash and Restricted Stock Units
(RSUs). All board members chose cash, hence no RSU’s were granted to the Board of
Directors in 2024.
No RSUs were granted in 2024. The average fair value of RSUs granted in 2023 was 0.61 per share.
The weighted- average assumptions used to determine the Black Scholes fair value of RSUs granted
in 2023 were:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Volatility (%) | - | 92.97 |
| Expected life (in years) | - | 1 |
| Risk-free interest rate (%) | - | 3.65 |
| Share price (NOK) | - | 0.61 |
| Exercise price (NOK) | - | 0.60 |
The RSUs expenses in 2024 and 2023 were NOK 0.1 million and NOK 1.0 million. A total of 65 557
RSUs were outstanding at 31 December 2024.
The following table shows the changes in outstanding RSUs in 2024 and 2023:
| 2024 | 2023 | |||
| No. of | ||||
| RSU’s | ||||
| Weighted avg. | ||||
| exercise price | ||||
| (in NOK) | ||||
| No. of | ||||
| RSU’s | ||||
| Weighted avg. | ||||
| exercise price | ||||
| (in NOK) | ||||
| Outstanding at 1 January | 87 707 | 0.60 | 802 921 | 0.10 |
| Granted during the period | ||||
| - | - | 1 931 997 | 0.10 | |
| Exercised during the period | - | - | -103 789 | 0.10 |
| Modifications | - | - | -2 543 422 | 0.60 |
| Forfeited | -21 427 | 0.60 | - | - |
| Expired | -723 | 0.60 | - | - |
| Outstanding no. of Restricted | ||||
| Stock Units at end of period | ||||
| 65 557 | 0.60 | 87 707 | 0.60 |
From 1 January 2025 to 10 April 2025 no RSUs have been granted to the Board of Directors.
Page 60
Annual Report 2024
13. Other operating expenses
Expenditure on Other operating expenses is recognized in the statement of profit or loss as an
expense in the period in which it is incurred.
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Consultancy, advisors' expenses and IR | 3 784 | 4 834 |
| Travel expenses | 681 | 1 223 |
| Facilities expenses | 647 | 898 |
| IT services and IT-related accessories | 1 589 | 1 965 |
| Conferences and training | 191 | 434 |
| Other | 1 762 | 4 629 |
| Government Grants | -221 | - |
| Total operating expenses | 8 433 | 13 983 |
14. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial assets
The Group´s financial assets are: trade receivables, governmental grant receivables and cash and
cash equivalents.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component, the Group
initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs.
The Group measures financial assets at amortised cost if both of the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial
assets in order to collect contractual cash flows and,
• The contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR)
method and are subject to impairment. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired.
The Groups financial assets at amortised cost includes trade receivables, governmental grant
receivables and other short-term deposit. Trade receivables that do not contain a significant
financing component are measured at the transaction price determined under IFRS 15 Revenue from
contracts with customers.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated statement
of financial position) when:
- The rights to receive cash flows from the asset have expired, or
- The Group has transferred its rights to receive cash flows from the asset or has assumed
an obligation to pay the received cash flows in full without material delay to a third party
under a ‘pass-through’ arrangement; and either
o the Group has transferred substantially all the risks and rewards of the asset, or
o the Group has neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables.
The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as
derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are
recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the
liabilities are derecognized as well as through the EIR amortization process.
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Annual Report 2024
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the
statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial
recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying amounts is recognized in the statement of
profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortized cost using the EIR method. See note 20
Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related
to financial assets and financial liabilities carried at amortized cost. Finance income consists of
interest income and foreign exchange gain. Finance expense mainly consists of interest expense
and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the
liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance
income.
Finance income is:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Interest income on bank deposit | 43 | 347 |
| Interest income on Money Market fund, Nordea Likviditet III | 11 | 309 |
| Interest income on tax repaid | 7 | 2 |
| Net currency gain - bank and other operating items | - | 884 |
| Other finance income | ||
| 1 | ||
| 106 454 | - | |
| Total finance income | 106 454 | 1 541 |
1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the
waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for
amortized interest expense of NOK 3.8m (EUR 0.3m).In addition, translation differences of NOK 37.2m was
reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY.
Finance expenses are:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Interest expense – Business Finland Loan | - | 3 512 |
| Other finance expense related to convertible bond | 5 352 | 10 960 |
| Interest expense on lease liabilities | - | 18 |
| Other interest expense | 20 | 27 |
| Impaired receivables | 1 116 | - |
| Net currency loss - bank and other operating items | 12 | - |
| Other finance expense | - | - |
| Total finance expense | 6 500 | 14 518 |
Page 62
Annual Report 2024
15. Tax
Income tax expense comprise current income tax (tax payable) and deferred tax. Deferred taxes are
recognized based on temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax assets arising from deductible temporary differences are recognized to the extent that it
is probable that taxable profits will be available so temporary differences can be utilized.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realized, based on tax rates that have been enacted
or substantively enacted by the end of the reporting period.
The tax losses can be carried forward indefinitely in Norway and Sweden and in Finland it can be
carried forward and offset against taxable income in ten years for tax purposes. Targovax Oy was
liquidated during 2024 and hence no taxable losses to carry forward and no taxable profit for the
year 2024. The Group considers that a deferred tax asset related to accumulated tax losses cannot
be recognized in the statement of financial position until the product under development has been
approved for marketing by the relevant authorities. This assumption is continually assessed, and
changes could lead to significant deferred tax asset being recognized in the future. This assumption
requires significant management judgment.
The Group is in the research phase of its product development and has incurred significant tax
losses related to its operations. Circio Holding ASA has a total tax loss carried forward of NOK 39
million at 31 December 2024 (31 December 2023: NOK 20 million). Targovax Solutions AS has a total
tax carried forward of NOK 602 million (31 December 2023: NOK 594 million). Circio AB has a total
tax loss carried forward of NOK 47 million at 31 December 2024 (31 December 2023: NOK 22
million).
The tax effects of temporary differences and tax losses carried forward at
31 December are as follows:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Intangible and fixed assets | -19 | -11 |
| Capitalized R&D for tax purposes | - | -417 521 |
| Borrowings - | 3 | 649 |
| Share options and RSUs | -1 | -37 |
| Financial instruments | 42 | 37 |
| Tax loss carried forward | -688 632 | -857 749 |
| Temporary differences and tax losses carried forward | ||
| at 31.12 | ||
| -688 610 | -1 271 631 | |
| Temporary differences and tax losses carried forward | ||
| at 31.12 not recognized | ||
| -688 610 | 1 271 631 | |
| Deferred tax asset (22%/22%) not recognized | 151 494 | 279 759 |
| Deferred tax asset 31.12 | - | - |
| Recognized temporary differences at 31.12 | - | - |
| Deferred tax liability 31.12 | - | - |
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using
the domestic tax rate applicable to profits of the consolidated entities as follows:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Loss before income tax | 57 523 | -112 941 |
| Tax calculated at domestic rate (22%) / (22%) | 12 655 | -24 847 |
| Tax effect permanent differences | -705 | -440 |
| Tax effect of change in tax rates | - | - |
| Change in deferred tax asset not recognized | 12 105 | 24 153 |
| Effect on different tax rates in countries in which | ||
| the Group operates | ||
| 155 | 1134 | |
| Other | - | - |
| Tax income / expense (-) | ||
| 0 | 0 |
Page 63
Annual Report 2024
16. Property, plant and equipment
Property, Plant and equipment (non-current assets) are carried at cost less accumulated
depreciation and accumulated impairment losses. Acquisition cost includes expenditures that are
directly attributable to the acquisition of the individual item. Other non-current assets are depreciated
on a straight-line basis over the expected useful life of the asset. lf significant individual parts of the
assets have different useful lives, they are recognized and depreciated separately. Depreciation
commences when the assets are ready for their intended use.
At the end of each reporting period, the Group reviews the carrying amounts of its assets to
determine whether there is any indication that those assets have suffered an impairment loss.
Property, plant and equipment consist of:
Lab equipment with an estimated useful life of 10 years and furniture and fittings with an estimated
useful life of 5 years. No impairment losses have been recognized.
| Amounts in NOK thousands | |||
| Machinery and | |||
| equipment | |||
| Furniture, | |||
| fittings | |||
| Total | |||
| Cost | |||
| 2023 | |||
| Opening balance | 5 012 | 2 080 | 7 092 |
| Additions | 193 | - | 193 |
| Disposals | -5 166 | -44 | -5 211 |
| Exchange differences | 438 | 6 | 443 |
| At 31 December 2023 | 476 | 2 042 | 2 518 |
| 2024 | |||
| Opening balance | - | - | - |
| Additions | 189 | - | 189 |
| Disposals - | - | - | |
| Exchange differences | - | ||
| At 31 December 2024 | 189 | - | 189 |
| Accumulated depreciation and impairment | |||
| 2023 | |||
| Opening balance | 42 | 2 016 | 2 058 |
| Depreciation and impairment charge | 434 | 26 | 460 |
| At 31 December 2023 | 476 | 2 042 | 2 518 |
| 2024 | |||
| Opening balance | 0 | - | - |
| Depreciation and impairment charge | 5 | - | 5 |
| At 31 December 2024 | 5 | - | 5 |
| Carrying amount: | |||
| At 31 December 2023 | - | - | - |
| At 31 December 2024 | 185 | - | 185 |
Page 64
Annual Report 2024
17. Receivables
A receivable represents the Group’s right to an amount of consideration that is unconditional. Loans
and receivables carried at amortized cost are recognized at the transaction price plus direct
transaction expenses. The Group’s Financial asset receivables mainly comprise short-term deposits
for office leases and receivable from government grants in the Statement of financial position, see
Note 8 Government grants for further information of the recognition of grants in the statement of
profit or loss. Other receivables comprise VAT receivables and prepaid expenses.
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Receivable government grants | 300 | -895 |
| Short-term deposits | 73 | - |
| Financial asset receivables | 373 | -895 |
| Other receivables | 3 011 | 4 343 |
| Total receivables | 3 384 | 3 448 |
18. Cash and cash equivalents
Cash and short-term deposits in the Statement of financial position comprise cash at bank
and other short-term highly liquid investments with original maturities of three months or
less.
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Bank deposits | 18 213 | 21 900 |
| Money Market fund, Nordea Likviditet III | 42 | 350 |
| Total cash and cash equivalents | 18 255 | 22 250 |
Restricted cash specification:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Income tax withholding from employee | 339 | 1 436 |
| Rent deposits | ||
| 1 | ||
| 73 | - | |
| Other | ||
| 1 | ||
| - | - | |
| Total restricted cash | 413 | 1 436 |
1) Classified as Receivables.
Page 65
Annual Report 2024
19. Share capital and shareholder
information
Share capital as at 31 December 2024 is 42 090 397.20 (31 December 2023: 4 484 286.60)
comprising 70 150 662 ordinary shares at nominal value NOK 0.60 (31 December 2023: 7 473 811).
The share capital as at 31 December 2024 includes NOK 10 695 007.80 from the issuance of 17 825
013 shares related to the warrants exercise and private placement completed in December 2024.
The share capital increase was approved in December, while the shares were issued and listed on 6
January 2025. All shares carry equal voting rights.
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 EGM 27 September 2023 resolved that the Circio Holding ASA shares
would be consolidated in the ratio of 30:1 (reverse split), whereby 30 existing shares, each with a
nominal value of NOK 0.1, would be consolidated to one share with nominal value NOK 3. Following
the share consolidation, the Company's share capital was reduced by NOK 2.5 to NOK 0.6 per share,
and the reduction amount was used to cover a portion of the Company's accumulated losses, as
reflected in the balance sheet per 31 December 2022.
The movement in the number of shares during the period was as follows:
| 2024 | 2023 | |
| Ordinary shares at beginning of period | 7 473 811 | 188 473 783 |
| Modifications due to reverse share split Oct | ||
| 2023 | ||
| 1 | ||
| - | -182 191 324 | |
| Share issuance – Right’s Issue | 7 864 852 | - |
| Share issuance – warrants exercise and private | ||
| placement | ||
| 17 825 013 | - | |
| Share issuance – Bond agreement | 36 986 986 | 1 187 892 |
| Share issuance, employee RSUs | - | 3 460 |
| Ordinary shares at end of period | 70 150 662 | 7 473 811 |
1) Number of shares in 2023 is adjusted for reverse share split, hence consolidated in the ratio 30:1
The 20 largest shareholders
1
as of 31 December 2024:
| Shareholder | # shares | |
| 1 | ||
| % | ||
| Høse AS | 5 117 932 | 7.3 % |
| Citibank, N.A (nom.) | 3 488 605 | 5.0 % |
| Bækkelaget Holding AS | 2 486 010 | 3.5 % |
| Nordnet Bank AS (nom.) | 2 118 845 | 3.0 % |
| Star Kapital as | 2 100 000 | 3.0 % |
| Danske Bank A/S (nom.) | 1 880 714 | 2.7 % |
| Egil Pettersen | 1 875 828 | 2.7 % |
| NCS Energy Consultants AS | 1 786 100 | 2.5 % |
| Kristian Falnes AS | 1 400 000 | 2.0 % |
| Nordnet Livsforsikring AS | 1 384 561 | 2.0 % |
| Nordnet Bank (nom.) | 1 253 418 | 1.8 % |
| Arne Hellestø AS | 950 000 | 1.4 % |
| Kjell Olav Lunde | 830 000 | 1.2 % |
| VaktmesterGruppen AS | 829 777 | 1.2 % |
| Arne Fredrik Hellestø | 757 159 | 1.1 % |
| Ola Andre Skotheim | 737 035 | 1.1 % |
| Ove Husebø | 700 000 | 1.0 % |
| Alfred Leander Thorsen | 666 876 | 1.0 % |
| Tor Arne Stokås | 608 000 | 0.9 % |
| Trond Inselseth | 601 665 | 0.9 % |
| 20 largest shareholders | 31 572 525 | 45.0 % |
| Other shareholders (5 706) | 38 578 137 | 55.0 % |
| Total shareholders | 70 150 662 | 100.0 % |
1) Including the 17 825 013 shares related to the exercise of warrants and private placement completed in
December 2024
Page 66
Annual Report 2024
Earnings per share
Earnings per share are calculated by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated as profit or loss attributable to ordinary shareholders
of the Company, adjusted for the effects of all dilutive potential options.
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Profit for the period | 57 523 | -112 941 |
| Average number of outstanding shares during the | ||
| period | ||
| 20 640 | 6 783 | |
| Earnings/ loss per share - basic and diluted | 2.79 | -16.65 |
Share options and RSUs issued have a potential dilutive effect on earnings per share.
Share options and RSUs shall be treated as dilutive only if their conversion to ordinary shares
would decrease earnings per share or increase loss per share from continuing operations. As
the Group is currently loss-making, an increase in the average number of shares would have
anti-dilutive effects. Hence, no dilutive effect has yet been recognized.
20. Interest-bearing debt
The Group has received three R&D loans from Business Finland, for the commercialization of
ONCOS-102, under loan agreements dated September 2010, February 2012 and December 2013,
respectively, in the total outstanding amount of EUR 6.2 million as of 31 December 2023. The total
debt of EUR 6.2 million was short-term as per 31 December 2023.
On 18 January 2024, the Company announced that the debt to Business Finland has been approved
to be waived in full, subject to certain conditions which were fulfilled during April 2024. Hence, the
Group has no long-term debt as per 31 December 2024. The subsidiary Targovax Oy was liquidated
in the second half of 2024
Prior to being waived, the loans were treated according to the following assumptions and
accounting principles:
The loans granted by Business Finland loans were defined interest-bearing liabilities. Annual interest
was paid yearly throughout the entire loan period. The applicable interest rate was the European
Central Bank’s steering rate less 3 percentage points per annum, although not less than 1%. The
interest rate was 1% during the entire loan period.
The financial liability was initially recognized at fair value and subsequently at amortized cost using
an effective interest method. The grant component was recognized as income on a systematic basis
over the periods in which the entity recognizes as expenses the related costs for which the grants
are intended to compensate. The interest rate used to discount the cash flows of the loans should
reflect the market rate of interest for the Company at the time when the tranches have been
withdrawn. However, Circio could only raise funds from the owners or/and from venture capitalists
at 8% rate or from the Government at 1% rate. Circio has access only to these two loan markets.
These funding limits also set restrictions to the estimation of the fair market rate that shall be used
to discount the cash flows. Further, there is no proper peer group for life science companies, hence
there is no comparable yield curve available in Europe. Any other interest rate than in the bridge loan
interest will be highly judgmental due to the very tight credit status of the company (cannot provide
any collateral). Therefore, the 8% bridge loan interest represents managements best and only
estimate of a market rate interest and is used in separating the government grant component from
the Business Finland loans. The additional interest expense resulting from recognizing the loan by
using the effective interest method, is recognized as addition to interest expenses in the statement
of profit or loss. The separated government grant is recognized as a reduction of operating expenses
in the statement of profit or loss in the period when it has been received.
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Annual Report 2024
For the IFRS adjustment of the Business Finland loans described above the Company applied the
transitional exemptions for first time adopters under IFRS 1. Consequently, Business Finland loans
granted prior to 1 January 2013 were not adjusted to fair value. In the purchase price allocation from
the 2015 acquisition of Oncos, these loans have been adjusted to fair value by discounting future
cash flows using the 8 % interest rate, resulting in a fair value adjustment of NOK 9.3 million and a
carrying amount of NOK 33.6 million in the statement of financial position at the acquisition date.
Based on the effective interest rate method, an increase in interest expense of NOK 2.8 million has
been recorded in the statement of profit or loss and other comprehensive income as at 31 December
2023.
A net total of NOK 69.2 million was recognized as finance income in 2024, which relates to the full
waiver of the three Business Finland loans and the remainder of the amortized interest cost as well
as exchange difference during 2024.
The table below shows a reconciliation of the opening balances for the liabilities arising from
financing activities:
| Changes in liabilities arising from financing activities | |
| (Amounts in NOK thousands) | |
| Interest-bearing liabilities | |
| Business Finland loans | |
| Interest-bearing liabilities 31 December 2022 | 61 964 |
| Cash flow from financing activities | -2 712 |
| Exchange differences | 4 100 |
| Additions financial liabilities | - |
| Change to loan repayment schedules | - |
| Other transactions without cash settlement | 2 800 |
| Interest-bearing liabilities 31 December 2023 | 66 153 |
| Cash flow from financing activities | - |
| Exchange differences | 2 278 |
| Additions financial liabilities | - |
| Loan waiver | -72 206 |
| Remainder of amortized interest cost | 3 775 |
| Total interest-bearing liabilities prior to being waived | 69 202 |
| Interest-bearing liabilities 31 December 2024 | - |
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Annual Report 2024
21. Current liabilities
The Group’s current liabilities consist of financial liabilities as convertible bond, , trade payables, and
other current liabilities as withholding taxes and accrued expenses and are classified as "current
liabilities". Current liabilities in 2023 also included the short-term part of the EUR 6 209 888 loan from
Business Finland and which was waived in full in 2024. Trade payable is obligations to pay for goods
or services that have been acquired in the ordinary course of business from suppliers. Trade
payables are classified as current liabilities if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade
payables and other financial liabilities are recognized initially at fair value and subsequently
measured at amortized cost using the effective interest method.
Current liabilities consist of:
| Amounts in NOK thousands | ||
| 2024 | 2023 | |
| Interest-bearing liabilities | - | 66 153 |
| Convertible bond | 17 356 | 44 281 |
| Trade payables | 4 713 | 3 450 |
| Financial liabilities | 22 068 | 113 884 |
| Other current liabilities | 10 807 | 10 369 |
| Total current liabilities | 34 339 | 124 253 |
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Annual Report 2024
22. Convertible bond
In February 2023, the Company announced that it has agreed the terms and conditions for an
investment and subscription agreement for a convertible bond facility with Atlas Special
Opportunities (the "Investment Agreement"), which will provide financing of up to gross NOK 300
million over three years. The Investment agreement was approved by the extraordinary general
meeting (EGM) of the Company held in March 2023, and an amendment agreement was later
approved at an EGM in September 2023.
In May 2024, the Company announced a financing structure combining a rights issue with a financing
commitment from Atlas, securing the required capital to fund the company´s operations until 30 June
2025, formalized in a second amendment agreement to the Investment Agreement signed in June
2024. The proposed transaction structure was approved by the company´s Annual General Meeting
held on 19 June 2024.
As part of financing structure and as support for the rights issue, Atlas made several financing
commitments to the Company:
o The Company issued new convertible bonds with a nominal value of NOK 4 million to Atlas to
ensure that the Company had sufficient funds for the completion of the Rights Issue.
o Atlas provided a guarantee for an amount of up to NOK 10 million in the rights issue. A NOK 1.5
million tranche was issued under this commitment, thus completing the rights issue transaction
bringing the total gross proceeds to approx. NOK 19.6 million.
o Atlas converted, as part of the announced completion of the rights issue outstanding bonds in
the total amount of NOK 15 million at the subscription price of the rights issue, NOK 2.5.
o Atlas gave a financing commitment: If the Company is not successful in gaining sufficient
financing for the period until end June 2025 through the Rights Issue, including the exercise of
the Warrants in December 2024, Atlas will cover the Company's estimated financing needs until
the end June 2025, limited to a monthly cash requirement of NOK 4 million and to a total amount
of NOK 48 million.
These financing commitments shall be provided in the form of additional convertible bonds issued by
the Company under the terms of the Investment Agreement. Should the Company be in breach with
any of the conditions precedent defined in the Investment Agreement, then Atlas shall waive these for
an additional fee equal to either 8% paid in cash, or 12% paid in shares, at the discretion of the
Company. As part of these financing commitments, it was agreed that the Company has no right to
request any further funding from Atlas subsequent of the financing for the period until end June
2025.
Circio expects to extend the Financing commitment with Atlas, with the possibility of issuing
additional convertible bonds providing cash runway into 4Q of 2025.
The convertible loan is classified as financial liability and measured at amortized cost using the
effective interest method, where the effective interest rate is the interest rate that accurately
discounts the expected future cash flows to the balance sheet value of the financial liability. This
includes fees, transaction costs and other expenses related to the loan. The part of the transaction
costs attributable to the loan (which will be measured at amortized cost) is deducted from the
balance sheet value of the financial liability and amortized as part of the effective interest rate.
Based on the effective interest rate method, a total interest expense of NOK 10.6 million has been
recognized as other finance expense in the statement of profit or loss and other comprehensive
income as of 31 December 2024, NOK 6.3 million in 2023 and NOK 4.3 million in 2024.
According to IFRS 9 the convertible loan contains a conversion right which is an embedded derivative.
The embedded derivative is accounted for separately from the host instrument and measured at fair
value with changes recognized in profit or loss. The conversion right of convertible bonds has been
measured to have close to zero value at initial recognition, hence the book value of the conversion
right is zero.
As of 31 December 2024, tranches with an aggregate nominal value of NOK 72.5 million have been
exercised.
For access to its capital over 3 years, Circio has paid Atlas a 2% facility fee of NOK 6m (NOK 7.1m
including lawyer fees) which was deducted from the first tranche. Costs related to the loan facility
itself are considered a financial asset as it provides a future financial benefit through the ability to
draw on the facility in the future. This is expensed proportionately, calculated from the total expected
drawdown on the loan facility and recognized as other finance expense in the statement of profit and
loss. NOK 5.8 million of the total facility fee of NOK 7.1 million has been expensed as of 31 December
2024, NOK 4.8 million in 2023 and NOK 1.0 million in 2024.
Due to an error in the accounting of the convertible bond agreement in 2023, the opening balance of
receivables, current liabilities and equity was adjusted as of 01.01.2024.
As the facility fee was previously amortized on a straight-line basis, while it is now expensed based
on expected withdrawals, the receivables were changed from NOK 4.5 million to 2.0 million as of
01.01.2024. The convertible bond was reduced from NOK 44.5 million to 44.3 million as previously
the transaction cost was expensed immediately, while it is now included in the calculation of
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Annual Report 2024
amortized cost. And hence, a total change of NOK 2.2 million to the opening balance of the equity as
of 01.01.2024.
| Changes in liabilities arising from financing activities | |
| (Amounts in NOK thousands) | |
| Convertible bond | |
| Interest-bearing liabilities 31 December 2022 | 0 |
| Issuance convertible bonds | 59 000 |
| Conversion to shares | -14 500 |
| Convertible bond fees | -6 485 |
| Changes to estimated cash flow | 4 350 |
| Amortization of interest expense | 1 916 |
| Interest-bearing liabilities 31 December 2023 | 44 281 |
| Issuance convertible bonds | 13 500 |
| Conversion to shares | -42 500 |
| Convertible bond fees | -2 275 |
| Changes to estimated cash flow | -2 068 |
| Amortization of interest expense | 6 418 |
| Interest-bearing liabilities 31 December 2024 | 17 356 |
23. Events after the reporting date
Post-period highlights
o In January 2025, published an invited, wide-ranging review on the potential of
circular RNA therapeutics in the prestigious journal Nature Reviews Genetics
o In January, announced a partnership with 4basebio PLC. to combine the circVec
circular RNA expression system with 4basebio´s proprietary synthetic DNA
formats hpDNA and opDNA, with the aim of creating a durable, repeat-dosable,
non-viral platform for future synthetic DNA gene therapies
o In April, announced a research collaboration with Entos Pharmaceuticals U.K Ltd
involving involve joint development and in vivo delivery testing of Circio’s
optimized circular RNA expression vectors (circVec) using the Entos proprietary
Fusogenix™ PLV™ nucleic acid delivery technology.
.
CIRCIO HOLDING ASA 2024
Financial statements
Statement of profit or loss Circio Holding ASA ................................................. 72
Statement of comprehensive income Circio Holding ASA ................................ 72
Statement of financial position Circio Holding ASA .......................................... 73
Statement of changes in equity – Circio Holding ASA ....................................... 74
Statement of cashflow – Circio Holding ASA ..................................................... 75
1. General information ...................................................................................... 76
2. Summary of material accounting principles .................................................. 76
3. Important accounting estimates and discretionary assessments ................. 78
4. Segments ....................................................................................................... 78
5.Restated comparable figures 2023 ................................................................. 78
6. Financial instruments and risk management objectives and policies ........... 79
7. Revenue recognition ...................................................................................... 81
8. Payroll and related expenses ......................................................................... 82
9. Related parties and Management ................................................................. 82
10. Share-based compensation ......................................................................... 82
11. Other operating expenses ........................................................................... 87
12. Financial instruments .................................................................................. 87
13. Tax ................................................................................................................ 88
14. Investments in subsidiaries ......................................................................... 89
15. Receivables ................................................................................................. 90
16. Cash and cash equivalents ........................................................................... 90
17. Share capital and shareholder information ................................................. 90
18. Current liabilities .......................................................................................... 92
19. Convertible bond .......................................................................................... 93
20. Events after the reporting date ................................................................... 94
Page 72
Annual Report 2024
Statement of profit or loss
Circio Holding ASA
Amounts in NOK thousands expect per share data
Note
2024
Restated 2023
Other revenues 7
- 108
Total revenue - 108
Payroll and related expenses 8,9,10
-4 446 -2 576
Other operating expenses 5,11
-3 857 -4 460
Total operating expenses -8 303 -7 036
Operating profit/loss (-) -8 303 -6 929
Finance income 12
4 2
Finance expense 5,12
-6 257 -11 483
Net finance income (expense) -6 253 -11 481
Profit/loss before income tax -14 556 -18 409
Income tax expense 13
- -
Profit/loss for the period -14 556 -18 409
Profit/loss for the year attributable to:
Equity holders of the parent company -14 556 -18 409
Earnings/loss (-) per share
Basic and dilutive earnings/loss (-) per share 17
0.71 -2.71
Statement of comprehensive income
Circio Holding ASA
Amounts in NOK thousands expect per share data
2024
Restated
2023
Income/loss (-) for the period -14 556 -18 409
Items that may be reclassified to profit or loss:
Exchange differences arising from the translation of foreign
operations
- -
Net other comprehensive income/loss -14 556 -18 409
Total comprehensive income/loss (-) for the period -14 556 -18 409
Total comprehensive income/loss attributable to:
Equity holders of the parent company -14 556 -18 409
Page 73
Annual Report 2024
Statement of financial position
Circio Holding ASA
Amounts in NOK thousands
Note
31.12.2024 Restated
31.12.2023
ASSETS
Total non-current assets - -
Receivables 5,6,12,15
59 187 31 969
Cash and cash equivalents 6,16
15 754 12 967
Total current assets 74 941 44 937
TOTAL ASSETS 74 941 44 937
EQUITY AND LIABILITIES
Shareholders’ equity
Share capital
1
17
42 090 4 484
Retained earnings 5 10 386 -5 440
Total equity 52 476 -956
1
Share capital includes 17 825 013 shares from warrants
exercise and private placement being issued on 6 January
Amounts in NOK thousands
Note
31.12.2024 Restated
31.12.2023
Non-current liabilities
Total non-current liabilities - -
Current liabilities
Convertible bond 5,6,19 17 356 44 281
Trade payables 6,18
1 283 211
Accrued public charges 6,18
1 161
Other current liabilities 6,18
3 825 1 238
Total current liabilities 22 465 45 892
TOTAL EQUITY AND LIABILITIES 74 941 44 937
Oslo, 10 April, 2025
The Board of Directors of Circio Holding ASA
Damian Marron Thomas Falck Diane Mellett
Chairperson of the Board Board member Board member
Erik Digman Wiklund
Chief Executive Officer
Annual Report 2024
Page 74
Statement of changes in equity – Circio Holding ASA
Amounts in NOK thousands Note
Share
ca
p
ital
Share
p
remium
Other
reserves
Retained earnings
(
accumulated losses
)
Total
e
q
uit
y
Balance at 1 January 2023 18 847 - 7 810 -25 221 1 437
Loss for the period -45 383 -45 383
Other comprehensive income/loss, net of tax -
Total comprehensive income for the period -45 383 -45 383
Share issuance, employee share options & RSUs 9 10 10
Recognition of share-based payments & RSU's 10 1 011 1 011
Share issuance - Convertible bonds 2 820 11 680 14 500
Transaction cost - Convertible bonds -17 -17
Capital decrease - Reverse split -17 193 -7 810 25 003 -
Reclassification of Share premium -11 664 -1 011 12 675 -
Balance at 31 December 2023 4 484 - - -32 926 -28 441
Effect of adjustment – see Note 5 5 27 486 27 486
Equity adjusted as at 01.01.2024 4 484 - - -5 440 -956
Loss for the period -14 556 -14 556
Other comprehensive income/loss, net of tax -
Total comprehensive income for the period -14 556 -14 556
Recognition of share-based payments & RSU's 10 950 950
Share issuance - Convertible bonds, Rights issue 26 911 29 432 56 343
Authorized but unissued shares - Private Placement, Warrants 10 695 10 695
Reclassification of Other reserves -950 950 -
Reclassification of Share premium -29 432 29 432 -
Balance at 31 December 2024 42 090 - - 10 386 52 476
Annual Report 2024
Page 75
Statement of cashflow – Circio Holding ASA
Amounts in NOK thousands
Note
2024 Restated
2023
Cash flow from operating activities
Loss before income tax -14 556 -18 409
Adjustments for:
Finance income 12 -4 -2
Finance expense 12 6 257 11 483
Interest received 12 4 2
Other finance expense 12 -20 -
Share option/RSU expense 10 950 1 523
Impaired investment in subsidiary 12 -885 -
Change in receivables 15 775 625
Change in other current liabilities and other timing differences 18
3 305 -924
Net cash flow from /(used in) operating activities -3 245 -5 701
Amounts in NOK thousands
Note
2024 Restated
2023
Cash flow from investing activities
Net intra-group loan 14 -29 675 -30 203
Net cash received from/(paid in) investing activities -29 675 -30 203
Cash flow from financing activities
Proceeds from convertible bond 19
13 500 59 000
Payment for convertible bond cost 19 -2 584 -12 630
Net proceeds from RI, PP and warrants 25 719
Proceeds from exercise of RSUs 17 - 10
Net cash generated from financing activities 36 635 46 381
Net increase/(decrease) in cash and cash equivalents 2 786 10 476
Cash and cash equivalents at beginning of period 12 967 2 491
Cash and cash equivalents at end of period 16 15 754 12 967
Page 76
Annual Report 2024
1. General information
The Company, Circio Holding ASA, is a Norwegian public limited liability company. and the address of
the registered office is Universitetsgata 2, 0164 Oslo, Norway. The Company operates as a pure
holding company from the year 2022.
Circio Holding ASA (OSE: CRNA) ("the Company") is a biotechnology company developing powerful
circular RNA technology for next generation nucleic acid medicine.
Circio Holding ASA is building a unique circular RNA (circRNA) platform for nucleic acid medicine.
The proprietary circVec technology is designed for efficient biogenesis of multifunctional circRNA
from DNA, which can be developed for a broad range of diseases. The circVec platform has
demonstrated enhanced and more durable protein expression than classic mRNA vector systems and
has the potential to become the new gold-standard for DNA and virus-based therapeutics in the
future. 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, Circio is continuing to develop its legacy oncology program, TG01, targeting KRAS driver
mutations. TG01 is currently being tested in clinical trials which are being run through academic
collaborative networks, supported by prestigious research grants from Innovation Norway and the
Norwegian Research Council.
These financial statements have been approved for issue by the Board of Directors on 10 April 2025
and are subject to approval by the Annual General Meeting in the second quarter 2025.
2. Summary of material accounting
principles
The principal accounting policies applied in the preparation of these financial statements are
described in the respective note, or if not, set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Amounts are in thousand Norwegian kroner unless stated otherwise.
Functional currency
The functional currency of the Company is NOK. Transactions in foreign currency are translated to
functional currency using the exchange rate at the date of the transaction. At the end of each
reporting period foreign currency monetary items are translated using the closing rate, non-monetary
items that are measured in terms of historical cost are translated using the exchange rate at the date
of the transaction and non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was measured. Changes in the
exchange rate are recognized continuously in the accounting period.
Presentation currency
The Company’s presentation currency is NOK.
2.1 Basis for preparation of the annual accounts
The financial statements of Circio Holding ASA have been prepared in accordance with International
IFRS ® Accounting Standards (IFRS) as adopted by the European Union, as well as Norwegian
disclose requirements listed in the Norwegian Accounting Act.
The financial statements are based on historical cost.
The financial statements have been prepared on the basis of uniform accounting principles for
similar transactions and events under otherwise similar circumstances.
2.2 Accounting principles
Foreign exchange
The Company record transactions at initial recognition based on the exchange rate at the date of the
transaction. The date of a transaction is the date on which the transaction first qualifies for
recognition in accordance with International Financial Reporting Standards. Any exchange
differences are recognized in statement of profit or loss under financial items in the period in which
they arise.
As it is being assessed that the impairment of receivables against Targovax Solutions AS in 2023
was too high, and an error in the accounting of the convertible bond agreement and share options for
2023 was discovered, the equity as of 01.01.2024 has been changed. See Statement of changes in
equity and note 5 Restated comparable figures 2023 and note 19 Convertible Bond for further details.
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Annual Report 2024
2.3 Adoption of new and revised IFRS standards
Standards and interpretations affecting amounts reported in the current period
The Company has applied the following amendments for the first time for their annual reporting
period commencing 1 January 2024:
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
Classification of Liabilities as Current or Non-current – Amendments to IAS 1
Non-current Liabilities with Covenants – Amendments to IAS 1
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
The amendments listed above did not have any impact on the amounts recognized in prior periods
and are not expected to significantly affect the current or future periods.
None of the other new standards, revised standards, amended standards or interpretations have a
material impact on the Company’s overall results and financial position.
Standards and interpretations in issue but not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory
for 31 December 2024 reporting periods and have not been early adopted by the Company. These
standards are not expected to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
Presentation and Disclosure in Financial Statements – IFRS 18 was adopted in 2024 and will apply to
future reporting periods. IFRS 18 is effective for periods beginning on or after 1 January 2027 and
IFRS 18 will replace IAS 1 Presentation of Financial Statements and introduce new requirements to
help achieve comparability across companies. Although IFRS 18 will not affect the recognition or
measurement of items in the financial statements, changes are expected to be made to the
Company’s presentation of the Statement of comprehensive income. Management is currently
assessing the detailed implications of applying the new standard to the Company’s financial
statements.
2.4 Going concern
The Company works continuously to ensure financial flexibility in the short and long-term to achieve
its strategic and operational objectives. To date, the Company has financed its operations through
private placements, repair offerings, convertible bonds, grants, and the initial public offering in
connection with the listing of the companys shares on Oslo Stock Exchange in 2016.
Funding of ongoing operations is and will depend on external sources for the foreseeable future,
mainly equity contributions. Changes in financial market conditions can affect the climate and
willingness for investments in biotech companies like Circio. Local events in Norway can also affect
the Company’s ability to raise additional funding. The Company continuously faces the risk that
adequate sources of funding may not be available when needed or may not be available at favorable
terms.
The Company’s equity as of 31 December 2024 was positive. However, as the Group has negative
equity, the Board of Directors has assessed the present equity structure as insufficient to meet the
Company’s objectives, strategy, and risk profile long term, and are therefore in the process of
implementing measures to turn the equity of the Group positive.
- The Company has secured sufficient liquidity until the end of June 2025, through the rights
issue in July 2024, the warrants exercise and a separate private placement in December
and the financing commitment from Atlas Special Opportunities LLC entered in June 2024.
Ongoing preclinical experiments are expected to read out important in vivo data during first
half and 3Q of 2025. Based on the expectations from these readouts, the Company's
management and Board of directors are exploring multiple financing options, with the
potential of attracting strategic partnerships and providing new funding, thereby
strengthening the Company’s equity further. Given these processes and discussion with
interested parties, the Board of directors considers the Company's current equity to be
adequate.
Given these processes and discussion with interested parties, the Board of directors considers the
Company’s current equity to be adequate to adapt the going concern assumption.
Circio expects to extend the Financing commitment with Atlas, with the possibility of issuing
additional convertible bonds providing cash runway into 4Q of 2025.
However, the unknown outcome of the ongoing processes, and uncertainty around access to further
capital, indicate that material uncertainty exists that may cast significant doubt on the Company’s
and the Group’s ability to continue as a going concern. If the going concern assumption is not present
this will significantly affect the carrying amount of the receivable from subsidiaries.
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Annual Report 2024
3. Important accounting estimates and
discretionary assessments
Management makes estimates and assumptions that affect the reported amounts of assets and
liabilities within the next financial year. Estimates and judgments are continually evaluated and are
based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Convertible bond
The accounting for convertible bonds involves significant estimates and discretionary assessments,
particularly in determining the classification, fair value measurement, and allocation of the bond’s
components. See Note 19 Convertible bond.
Estimated value of share-based payments
At each balance sheet date, the Company revises its estimates of the number of share options that
are expected to vest. It recognizes the impact of the revision to original estimates, if any, in the
statement of profit or loss, with a corresponding adjustment to equity. The estimated turnover rate
for unvested share options is 0 percent for all share option plans. See Note 10 Share-based
compensation.
Estimated value of subsidiaries
Shares and investments intended for long-term ownership are reported in the Company’s statement
of financial position as non-current assets and valued at cost. The Company determines at each
reporting date whether there is any objective indication that the investment in the subsidiary is
impaired. If this is the case, the amount of impairment is calculated as the difference between the
recoverable amount of the subsidiary and its carrying value and recognizes the amount in the
statement of profit or loss. Any realized and unrealized losses and any impairments relating to these
investments will be included in the Company’s statement of comprehensive income as financial
items. See Note 14 Investments in subsidiaries.
Deferred tax asset
A deferred tax asset shall be recognized for the carryforward of unused tax losses and unused tax
credits to the extent that it is probable that future taxable profit will be available against which the
unused tax losses and unused tax credits can be utilized.
The Company cannot prove probable future taxable income large enough to justify recognizing a
deferred tax asset in the balance sheet. However, this assumption must be continually assessed, and
changes could lead to a significant asset being recognized in the future. This assumption requires
significant management judgment. See Note 13 Taxes.
Effects on climate change
The Company strives to minimize its impact on personal health and the environment.
All production and distribution activities are outsourced, and when selecting suppliers, the Company
evaluates each candidate’s ethical and responsible business conduct including environment, health
and safety policy.
The main source of climate emissions from the Company in 2024 was emissions from the use of
electricity for Circio offices in Norway and Sweden and business travel. The Group has emissions
from waste generated from the laboratory activities in Sweden which are part of a larger lab facility
provided by a third party. The company has not identified any direct emissions from its business
activities.
4. Segments
The Company's activities during 2024 have been to continue the development and implementation of
a strategy with the aim of developing powerful circular RNA technology for next generation nucleic
acid medicine.
The Company’s lead product has not yet obtained regulatory approval. For management purposes,
the Company is organized as one business unit, and the internal reporting is structured in accordance
with this. The Company is thus currently organized in one operating segment.
5. Restated comparable figures 2023
As it is being assessed that the impairment of receivables against Targovax Solutions AS in 2023
was too high, and an error in the accounting of the convertible bond agreement and share options for
2023 was discovered, the opening balance of receivables, current liabilities and equity were adjusted
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Annual Report 2024
as of 01.01.2024. The financial statements of 2023 have been restated to correct these errors. The
effect of the restatement on those financial statements is summarized below.
Following a reassessment, it is the view of the Board and management that the impairment of
receivables against Targovax Solutions AS in 2023 was too high, hence the impairment of NOK 29.7
million in 2023 has been reversed by way of restating the balance as per 31.12.2023 and the opening
balance of 2024. This has effect on Finance expense, Loss before income tax, Receivables and
Retained earnings.
The convertible bond facility fee was previously amortized on a straight-line basis, while it is now
expensed based on expected withdrawals, the receivables were changed from NOK 4.7 million to 2.3
million as of 01.01.2024. The convertible bond was reduced from NOK 44.5 million to 44.3 million as
previously the transaction cost was expensed immediately, while it is now included in the calculation
of amortized cost. And hence, a total change of NOK 2.2 million to the opening balance of the equity
as of 01.01.2024. This has an effect on Finance expense and Loss before income tax.
Further, an error in the accounting of the share options for 2023 is resulting in a change of NOK 0.5
million to the opening balance as of 01.01.2024. This has an effect on Finance expense and Loss
before income tax.
Amounts in NOK thousands
2023 2023
Restated
Change
Other operating expenses -4 998 -4 460 -538
Finance expense -37 918 -11 483 26 435
Loss before income tax -45 383 -18 409 26 973
Receivables 4 702 31 969 27 267
Retained earnings -32 926 -5 440 27 486
Convertible bond 44 500 44 281 -219
6. Financial instruments and risk
management objectives and policies
1
The Company's financial assets and liabilities comprise cash at bank and cash equivalents,
receivables, borrowings and trade creditors that originate from its operations. All financial assets and
liabilities are carried at amortized cost. All financial assets and liabilities are short-term and their
carrying value approximates fair value.
The Company does currently not use financial derivatives to manage financial risk such as interest
rate risk and currency risk. The Company is subject to market risk, credit risk and liquidity risk.
Market risk
Interest rate fluctuations could in the future materially and adversely affect the Company’s business,
financial condition, results of operations, cash flows, time to market and prospects.
The Company may in the future be exposed to interest rate risk primarily in relation to any future
interest-bearing debt issued at floating interest rates and to variations in interest rates of bank
deposits. Consequently, movements in interest rates could have a material and adverse effect on the
Company’s business, financial condition, results of operations, cash flows, time to market and
prospects. As the Company currently does not have any interest-bearing debt, risk related to change
in interest rates mainly relates to interest gains on the Company’s cash balance.
The following table demonstrates the Company’s sensitivity to a 1 percent point change in interest
rates on cash and cash equivalents at 31 December 2024 and 2023:
2024 2023
Amounts in NOK thousands
1% point
increase
1% point
decrease
1% point
increase
1% point
decrease
Loss before income tax effect 158 -158 130 -130
Page 80
Annual Report 2024
Foreign currency risk
Fluctuations in exchange rates could affect the Company’s cash flow and financial condition.
The Company’s current currency exposure is limited. Transaction risk arises when future commercial
transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s
functional currency. The Company undertakes various transactions in foreign currencies and is
consequently exposed to fluctuations in exchange rates. For the year 2024, the Company was mainly
exposed to fluctuations in EUR, USD, GBP and SEK. The Company hedges foreign currency by aligning
the cash positions with future expected currency outflows. The Company does not have derivatives
for hedge accounting at year-end.
Translation risk arises due to the conversion of amounts in foreign subsidiaries' financial statements
denominated in foreign currencies to NOK, the Company’s functional currency.
Credit risk
Credit risk is the risk of a counterparty defaulting. The Company has limited credit risk. Outstanding
receivables are limited and primarily prepayments of fees related to the convertible bond agreement.
No impairment has been recognized. The carrying value of the assets represents the Group's
maximum exposure to credit risk.
The credit quality of financial assets can be assessed by reference to credit ratings.
Cash at bank:
2024 2023
Rating
Amounts in NOK thousands
Amount In % Amount In %
Cash at bank: 15 754 100% 12 967 100%
Nordea Bank AB 15 754 100% 12 967 100% AA-
Total 15 754 100% 12 967 100%
Fair value of financial instruments
The carrying value of receivables, cash and cash equivalents, borrowings, and trade payables are
assessed to approximate fair value.
2024 2023
Amounts in NOK thousands
Carrying
amounts
Fair value
Carrying
amounts
Fair value
Receivables 59 187 59 187 31 969 31 969
Cash and cash equivalents 15 754 15 754 12 967 12 967
Total financial assets 74 941 74 941 44 937 44 937
Convertible bond 17 356 17 356 44 281 44 281
Trade payables 1 283 1 283 211 211
Total financial liabilities 18 639 18 639 44 493 44 493
Page 81
Annual Report 2024
Liquidity risk
The Company manages liquidity risk by estimating and monitoring cash and liquidity needs on an on-
going basis and maintaining adequate reserves and banking facilities.
The following tables analyses the Group’s current and non-current financial liabilities, at 31
December 2024 and 2023 respectively, into relevant maturity groupings based on the remaining
period at the balance sheet date to the contractual maturity date. The amounts disclosed in the
tables are the financial undiscounted cash flows.
At 31 December 2024
On
demand
Less than 3
months
3 to 12
months
1 to 5
years
>5
years Total
(
Amounts in NOK
thousands)
Trade payables - 1 283 - - - 1 283
Accrued public charges - 1 - - - 1
Other current liabilities - 6 784 - - - 6 784
Total - 8 068 - - - 8 068
1) Convertible bonds for 2024 and 2023 are not included. At maturity date any outstanding bonds will be converted
to shares, hence not liquidity risk.
At 31 December 2023
On
demand
Less than 3
months
3 to 12
months
1 to 5
years
>5
years Total
(
Amounts in NOK
thousands)
Trade payables - 211 - - - 211
Accrued public charges - 161 - - - 161
Other current liabilities - 1 238 - - - 1 238
Total - 1 611 - - - 1 611
7. Revenue recognition
Revenue comprises the fair value of consideration received or due consideration for the sale of
services in regular business activities. Revenue from providing services is recognized in the
accounting period in which the services are rendered. Revenue is presented net of value added tax.
Amounts in NOK thousands
2024 2023
Revenue from subsidiary - -
Other revenue - 108
Total operating revenue - 108
The Company’s products are still in the research and development phase, and it has no revenue from
sales of products yet.
Page 82
Annual Report 2024
8. Payroll and related expenses
Payroll and related expenses are recognized in the statement of profit or loss in the period in which
the related costs are incurred or services are provided.
As Circio Holding ASA is a pure holding company, the payroll and related expenses for 2024 and 2023
relates to the Company’s Board of Directors and a management fee invoiced from the Targovax
Solutions AS.
Total payroll and related expenses for the Company are:
Amounts in NOK thousands
2024 2023
Board fees 1 284 1 428
Employer’s national insurance contributions 139 137
Share-based compensation
1)
65 1 011
Intra-group services 2 959 -
Governmental grants - -
Total payroll and related expenses 4 446 2 576
1) Share-based compensation has no cash effect.
Number of employees calculated on a full-time basis as at end of
period
0 0
Number of employees as at end of period 0 0
9. Related parties and remuneration to
Management
For the remunerations to the Board of Directors for 2024 and 2023, please see Note 11 Related
parties and remuneration to Management in the Group’s consolidated financial statements. See Note
8 Payroll and related expenses and Note 10 Share-based compensation for accounting principle for
payroll and related expenses and equity-settled share-based payments in the Company’s financial
statements.
The company has no related party transactions in 2024 or 2023.
Remuneration to the statutory auditor (excl. VAT):
Amounts in NOK thousands
2024 2023
Statutory audit 537 601
Other attestation services 24 120
Tax services 60 -
Other services
1
53 -
Total 674 721
1) Other services relates to intermediate balance report
10. Share-based compensation
Equity-settled share-based payments are measured at the fair value of the equity instruments at the
grant date.
The fair value of the employee services received in exchange for the grant of the options is
recognized as an expense, based on the Company's estimate of equity instruments that will
eventually vest. The total amount to be expensed is determined by reference to the fair value of the
options granted excluding the impact of any non-market service and performance vesting conditions.
The grant date fair value of the options granted is recognized as an employee expense with a
corresponding increase in equity, over the period that the employees become unconditionally entitled
to the options (vesting period).
The fair value of the options granted is measured using the Black-Scholes model. Measurement
inputs include the share price on measurement date, exercise price of the instrument, expected
volatility, weighted average expected life of the instruments, expected dividends, and the risk-free
interest rate.
Service and non-market performance conditions attached to the transactions are not taken into
account in determining fair value.
Page 83
Annual Report 2024
When the options are exercised, the Company issues new shares. The proceeds received net of any
directly attributable transaction costs are recognized as share capital (nominal value) and share
premium reserve.
At the end of each reporting period, the Company revises its estimates of the number of options that
are expected to vest. It recognizes the impact of the revision to original estimates, if any, in statement
of profit or loss, with a corresponding adjustment to equity. Changes to the estimates may
significantly influence the expense recognized during a period.
Share options
The Company operates an equity-settled, share-based compensation plan, under which the entity
receives services from employees as consideration for equity instruments (options) in Circio Holding
ASA.
At the Annual General Meeting (AGM) in June 2024 the Board of Directors of the parent company
Circio Holding ASA was authorized to increase the Circio Holding ASA’s share capital in connection
with share incentive arrangements by up to NOK 2 428 639.5. This authorization replaces the
previous authorizations to increase the share capital by up to the lower of NOK 2 6700,000 and b)
10% of Circio Holding ASA’s outstanding shares, options and RSUs given to the Board of Directors at
the AGM held in May 2023.
The Company has granted share options under its long-term incentive program (the “LTI Option
Program”). The Option Program applies to the Management Team as well to employees in general.
Certain former employees and former board members have also been granted options under the LTI
Option Program.
Additionally, the Company has in the past granted options as payment for inventions (the “IPR Option
Program”).
Each share option converts into one ordinary share of the Company on exercise. Options may be
exercised at any time from the date of vesting until expiry. The options generally vest over a period of
four years: 25 percent of the options vest on the first anniversary of the grant date and the remaining
75 percent of the options vest in equal monthly tranches over the next 36 months. Options expire
seven years after the grant date.
In general, the exercise price of the options is set at the fair value of the shares at grant date.
Certain former employees and former board members have also been granted options under the LTI
Option Program as replacement for historical option holdings.
There were granted 3 450 000 share options during 2024 and 30 000 share options during 2023.
At an Extraordinary General Meeting 27 September 2023, the General Meeting passed the resolution
to consolidate the Company’s share in the ratio of 30:1 (a reversed split), hence a modification of
negative 7 761 511 share options. The nominal value was also adjusted to NOK 0.6.
Fair value of the options has been calculated at grant date. The fair value of the options was
calculated using the Black-Scholes model. The expected volatility for options issued in 2024 and
2023 is estimated at an average of 83.70% and 75.17%, based on the volatility of comparable listed
companies. The volume weighted average interest rate applied to the share options grants in 2024
and 2023 is 3.60% and 3.52%.
The following table shows the changes in outstanding options in 2024 and 2023:
2024 2023
No. of
o
p
tions
Weighted avg.
exercise price
(
in NOK
)
No. of
o
p
tions
Weighted avg.
exercise price
(
in NOK
)
Outstanding at 1
January
267 230 214.83 10 781 275 10.13
Granted during the
period
3 450 000 0.76 30 000 0.83
Exercised during the
p
eriod
- - - -
Forfeited -3 128 61.42 -2 537 409 2.57
Expired -43 306 562.56 -245 125 7.79
Modifications due to
share split Oct 2023
- - -7 761 511 214.85
Outstanding no. of
options at end of period
3 670 796 9.67 267 230 214.83
1) See Note 9 Related parties and remuneration to Management for further information on granted share options to
Management Team.
Page 84
Annual Report 2024
The average fair value of options granted in 2024 was 0.52 per share and 0.42 per share in 2023.
The weighted- average assumptions used to determine the Black Scholes fair value of options
granted in 2024 and 2023 were:
Amounts in NOK thousands
2024 2023
Volatility (%) 83.70 75.17
Expected life (in years) 4.58 3.66
Risk-free interest rate (%) 3.60 3.52
Share price (NOK) 0.78 0.42
Exercise price (NOK) 0.76 24.90
The expensed share options, NOK 0.9 million in 2024 (Targovax Solutions AS: NOK 0.5 million, and
Circio AB: NOK 0.4 million) and NOK 0.5 million in 2023 (Targovax Solutions AS: NOK 0.4 million,
Targovax OY: negative NOK 0.4 million and Circio AB: NOK 0.5 million), includes management
estimate for employee turnover. The estimated turnover rate used for the year 2024 and 2023 was
9.74% and 14.4%.
At 31 December 2024, the range of exercise prices and weighted average remaining contractual life of the options were as follows:
Outstanding options Vested outstanding
Exercise price
Outstanding options per
12/31/2024
Weighted average remaining
contractual life
Weighted average remaining
y
ears until vestin
g
Weighted average
exercise
p
rice
Vested outstanding per
12/31/2024
Weighted average
exercise
p
rice
Weighted average
remainin
g
life vested
0.00-1.00 3 450 000 6.90 2.05 0.76 0 0.00 4.97
1.00-35.00 81 280 4.97 0.50 34.46 41 128 34.43 4.20
35.00.-50.00 10 473 4.20 0.20 45.69 7 153 45.72 3.99
50.00-100.00 25 374 3.99 0.09 65.39 21 069 65.36 2.78
100.00-200.00 32 075 2.89 0.04 178.75 28 595 178.46 2.52
200.00-400.00 56 929 2.52 0.00 261.43 56 929 261.43 0.09
400.00- 14 665 0.09 0.00 497.70 14 665 497.70 4.97
Total 3 670 796 6.70 1.94 9.67 169 539 179.34 3.20
Page 85
Annual Report 2024
At 31 December 2023, the range of exercise prices and weighted average remaining contractual life of the options were as follows:
Outstanding options Vested outstanding
Exercise price
Outstanding options per
12/31/2023
Weighted average remaining
contractual life
Weighted average remaining
y
ears until vestin
g
Weighted average
exercise
p
rice
Vested outstanding per
12/31/2023
Weighted average
exercise
p
rice
Weighted average
remainin
g
life vested
0,00-35,00 83 478 5.98 1.14 34.38 20 634 34.49 5.97
35,00-46,00 10 473 5.21 0.63 45.69 4 537 45.74 5.20
46,00-67,00 26 400 3.56 0.36 65.39 17 115 65.31 2.78
67,00-180,00 16 351 1.54 - 175.89 16 351 175.89 1.54
180,00-220,00 32 642 2.91 0.21 196.80 24 986 201.63 2.33
220,00-289,00 45 531 2.37 0.06 276.19 39 873 275.16 2.16
289,00-500,00 22 305 0.71 - 469.91 22 305 469.91 0.71
500,00- 30 050 0.19 - 664.78 30 050 664.78 0.19
Grand Total: 267 230 3.36 0.45 214.83 175 851 292.18 2.19
From 1 January 2025 to 10 April 2025, no share options were granted to members of management, 100 000 share options were granted to other employees of the Group.
Restricted Stock Units
The Board of Directors may choose to receive their remuneration, or parts thereof, in the form of
restricted stock units (RSUs). If the Board members choose to receive the Board remuneration in
RSUs they must choose to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the
compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in
RSUs.
The number of RSUs to be granted to the members of the Board of Directors is calculated as the NOK
amount of the RSU opted portion of total compensation to the Board member, divided by the market
price of the Circio Holding ASA share. The market price is calculated as the volume weighted average
share price the 10 trading days prior to the grant date. The RSUs will be non-transferrable and each
RSU will give the right and obligation to acquire shares in Circio Holding ASA (at nominal value)
subject to satisfaction of the applicable vesting conditions. When the RSUs have vested, the
participant must during the following three-year period select when to take delivery of the shares.
The compensation to each member of the Board of Directors for the period between the AGM 2024-
2025 has been set out in the minutes from the Annual General Meeting 19 June 2024. The general
assembly decided to remunerate the Board of Directors for the period between the AGM 2024 to the
AGM 2025 with a combination of cash and Restricted Stock Units (RSUs). All board members chose
cash, hence no RSU’s were granted to the Board of Directors in 2024.
No RSUs were granted in 2024. The average fair value of RSUs granted in 2023 was 0.61 per share.
The weighted- average assumptions used to determine the Black Scholes fair value of RSUs granted
in 2023 were:
Amounts in NOK thousands
2024 2023
Volatility (%) - 92.97
Expected life (in years) - 1
Risk-free interest rate (%) - 3.65
Share price (NOK) - 0.61
Exercise price (NOK) - 0.60
The expensed RSUs in 2024 and 2023 was NOK 0.1 million and NOK 1.0 million. A total of 65 557
RSUs was outstanding at 31 December 2024.
Page 86
Annual Report 2024
The following table shows the changes in outstanding RSUs in 2024 and 2023:
2024 2023
No. of
RSU’s
Weighted avg.
exercise price
(
in NOK
)
No. of
RSU’s
Weighted avg.
exercise price
(
in NOK
)
Outstanding at 1 January 87 707 0.60 802 921 0.10
Granted during the period - - 1 931 997 0.10
Exercised during the period - - -103 789 0.10
Modifications - - -2 543 422 0.60
Forfeited -21 427 0.60 - -
Expired -723 0.60 - -
Outstanding no. of Restricted
Stock Units at end of period
65 557 0.60 87 707 0.60
From 1 January 2024 to 10 April 2025 no RSUs have been granted to the Board of Directors.
Page 87
Annual Report 2024
11. Other operating expenses
Expenditure on Other operating expenses is recognized in the statement of profit or loss as an
expense in the period in which it is incurred.
Amounts in NOK thousands
2024 2023
Consultancy, advisors' expenses and IR 2 399 2 340
Travel expenses - 42
IT services and IT-related accessories 95 229
Conferences and training 11 33
Other 1 351 1 816
Total operating expenses 3 857 4 460
12. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial assets
The Company´s financial assets are: governmental grant receivables and cash and cash equivalents.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Company’s business model for managing them. With
the exception of trade receivables that do not contain a significant financing component, the
Company initially measures a financial asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs.
The Company measures financial assets at amortized cost if both of the following conditions are
met:
- The financial asset is held within a business model with the objective to hold financial
assets in order to collect contractual cash flows and,
- The contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal outstanding amount.
Financial assets at amortized cost are subsequently measured using the effective interest (EIR)
method and are subject to impairment. Gains and losses are recognized in profit or loss when the
asset is derecognized, modified or impaired.
The Company’s financial assets at amortized cost include receivables from subsidiaries, and other
short-term deposit.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognized (i.e., removed from the Company’s consolidated statement of
financial position) when:
The rights to receive cash flows from the asset have expired, or
The Company has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-
through’ arrangement; and either
a) the Company has transferred substantially all the risks and rewards of the asset, or
b) the Company has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Company’s financial assets are categorized as receivables. As at 31 December 2024
and 2023 the Company has TNOK 95 and TNOK 108 in trade receivables. The Company has currently
not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as
derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are
recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the
liabilities are derecognized as well as through the EIR amortization process.
Page 88
Annual Report 2024
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the
statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognized in the statement of
profit or loss.
Liabilities at amortized cost (Loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortized cost using the EIR method.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to
financial assets and financial liabilities carried at amortized cost. Finance income consists of interest
income and foreign exchange gain. Finance expense mainly consists of interest expense and
exchange loss.
Finance income is:
Amounts in NOK thousands
2024 2023
Interest income on bank deposit 4 2
Reversed impairment receivable and investment in Targovax Solutions - -
Total finance income - 2
Finance expense is:
Amounts in NOK thousands
2024 2023
Interest expense on lease liabilities - -
Other interest expense - -
Net currency loss - bank and other operating items 20 11
Impairment investment subsidiary 885 512
Other finance expense related to convertible bonds 5 352 10 960
Other finance expenses -
Total finance expense 6 257 11 483
13. Tax
Income tax expense comprises current income tax (tax payable) and deferred tax.
Deferred taxes are recognized based on temporary differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the
computation of taxable profit. Deferred tax assets arising from deductible temporary differences are
recognized to the extent that it is probable that taxable profits will be available so temporary
differences can be utilized.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realized, based on tax rates that have been enacted
or substantively enacted by the end of the reporting period.
The tax losses can be carried forward indefinitely. The Company considers that a deferred tax asset
related to accumulated tax losses cannot be recognized in the statement of financial position until
the product under development has been approved for marketing by the relevant authorities. This
assumption is continually assessed, and changes could lead to significant deferred tax asset being
recognized in the future. This assumption requires significant management judgment.
Page 89
Annual Report 2024
The Company is in the research phase of its product development and has incurred significant tax
losses related to its operations. Circio Holding ASA has a total tax loss carried forward of NOK 37
million at 31 December 2024 (31 December 2023: NOK 18 million).
No current or deferred tax charge or liability has been recognized for 2024 or 2023.
The tax effects of temporary differences and tax losses carried forward at 31 December are as
follows:
Amounts in NOK thousands
2024 2023
Share options and RSUs -1 -37
Financial instruments - -
Tax loss carried forward -39 215 -19 754
Temporary differences and tax losses carried forward at 31.12 -39 216 -19 791
Deferred tax asset (22% (2023;22%)) not recognized 8 628 4 354
Deferred tax asset - -
Amounts in NOK thousands
2024 2023
Loss before income tax -14 556 -18 409
Tax calculated at (22%) / (22%) 3 202 -4 050
Tax effect permanent differences -1 071 331
Change in deferred tax not recognized 4 274 3 719
Tax expense recognized in the Statement of profit or loss - -
14. Investments in subsidiaries
Shares and investments intended for long-term ownership are reported in the Company’s statement
of financial position as non-current assets and valued at cost. The Company determines at each
reporting date whether there is any objective indication that the investment in the subsidiary is
impaired. If this is the case, the amount of impairment is calculated as the difference between the
recoverable amount of the subsidiary and it’s carrying value and recognizes the amount in the
statement of profit or loss. Any realized and unrealized losses and any impairments relating to these
investments will be included in the Company’s statement of comprehensive income as financial
items.
Location Year incorp. Share capital Ownership
Subsidiary:
Targovax Solutions AS Oslo, Norway 2022 NOK 30 100 %
Subsidiaries of Targovax Solutions AS:
- Circio AB Hässelby, Sweden 2022 SEK 50 100%
Page 90
Annual Report 2024
15. Receivables
A receivable represents the Company’s right to an amount of consideration that is unconditional.
Loans and receivables carried at amortized cost are recognized at the transaction price plus direct
transaction expenses. The Company’s Financial asset receivables comprise receivables from
subsidiaries in the Statement of financial position. Other receivables comprise VAT receivables,
prepaid expenses and the 2% facility fee related to the convertible bond. See note 20 Convertible
Bond for more information about the convertible bond facility.
Amounts in NOK thousands
2024 2023
Receivable from subsidiaries 57 405 29 691
Financial asset receivables 57 405 -
Other receivables 1 782 2 278
Total receivables 59 187 31 969
16. Cash and cash equivalents
Cash and short-term deposits in the Statement of financial position comprise cash at bank and other
short-term highly liquid investments with original maturities of three months or less.
Amounts in NOK thousands
2024 2023
Bank deposits 15 754 12 967
Total cash and cash equivalents 15 754 12 967
Restricted cash specification:
Amounts in NOK thousands
2024 2023
Rent deposits
1
- -
Total restricted cash - -
1) Classified as Receivables.
17. Share capital and shareholder
information
Share capital as at 31 December 2024 is 42 090 397.20 (31 December 2023: 4 484 286.60)
comprising 70 150 662 ordinary shares at nominal value NOK 0.60 (31 December 2023: 7 473 811).
The share capital as at 31 December 2024 includes NOK 10 695 007.80 from the issuance of 17 825
013 shares related to the warrants exercise and private placement completed in December 2024. The
share capital increase was approved in December, while the shares were issued and listed on 6
January 2025. All shares carry equal voting rights
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 EGM 27 September 2023 resolved that the Circio Holding ASA shares
would be consolidated in the ratio of 30:1 (reverse split), whereby 30 existing shares, each with a
nominal value of NOK 0.1, would be consolidated to one share with nominal value NOK 3. Following
the share consolidation, the Company's share capital was reduced by NOK 2.5 to NOK 0.6 per share,
and the reduction amount was used to cover a portion of the Company's accumulated losses, as
reflected in the balance sheet per 31 December 2022.
The movement in the number of shares during the period was as follows:
2024 2023
Ordinary shares at beginning of period 7 473 811 188 473 783
Modifications due to reverse share split Oct 2023 1) - -182 191 324
Share issuance – Right’s Issue
7 864 852 0
Share issuance – warrants exercise and private
placement
17 825 013 -
Share issuance – Bond agreement 36 986 986 1 187 892
Share issuance, employee RSUs
- 3 460
Ordinary shares at end of period 70 150 662 7 473 811
1) Number of shares in 2023 is adjusted for reverse share split, hence consolidated in the ratio of
30:1.
Page 91
Annual Report 2024
The 20 largest shareholders
1
as of 31 December 2024:
Shareholder # shares
1
%
Høse AS 5 117 932 7.3 %
Citibank, N.A 3 488 605 5.0 %
Bækkelaget Holding AS 2 486 010 3.5 %
Nordnet Bank AS 2 118 845 3.0 %
Star Kapital as 2 100 000 3.0 %
Danske Bank A/S 1 880 714 2.7 %
Egil Pettersen 1 875 828 2.7 %
NCS Energy Consultants AS 1 786 100 2.5 %
Kristian Falnes AS 1 400 000 2.0 %
Nordnet Livsforsikring AS 1 384 561 2.0 %
Nordnet Bank 1 253 418 1.8 %
Arne Hellestø AS 950 000 1.4 %
Kjell Olav Lunde 830 000 1.2 %
VaktmesterGruppen AS 829 777 1.2 %
Arne Fredrik Hellestø 757 159 1.1 %
Ola Andre Skotheim 737 035 1.1 %
Ove Husebø 700 000 1.0 %
Alfred Leander Thorsen 666 876 1.0 %
Tor Arne Stokås 608 000 0.9 %
Trond Inselseth 601 665 0.9 %
20 largest shareholders 31 572 525 45.0 %
Other shareholders (5 706) 38 578 137 55.0 %
Total shareholders 70 150 662 100.0 %
1) Including the 17 825 013 shares related to the exercise of warrants and the private placement
completed in December 2024
Earnings per share
Earnings per share are calculated by dividing the profit or loss attributable to ordinary shareholders of
the Company by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated as profit or loss attributable to ordinary shareholders of the
Company, adjusted for the effects of all potential dilutive options.
Amounts in NOK thousands, except per share data
2024 2023
Profit for the period -14 556 -18 409
Average number of outstanding shares during the period
1
20 640 6 783
Earnings/ loss per share - basic and diluted -0.71 -2.71
1) Average number of outstanding shares in 2023 is adjusted for reverse share split, hence
consolidated in the ratio of 30:1.
Share options and RSUs issued have a potential dilutive effect on earnings per share.
Share options and RSUs shall be treated as dilutive only if their conversion to ordinary shares would
decrease earnings per share or increase loss per share from continuing operations. As the Company
is currently loss-making, an increase in the average number of shares would have anti-dilutive effects.
Hence, no dilutive effect has yet been recognized.
Page 92
Annual Report 2024
18. Current liabilities
The Company’s current liabilities consist of financial liabilities as convertible bond, current trade
payables, and other current liabilities like withholding taxes and accrued expenses and are classified
as "current liabilities". Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Trade payables are classified as current
liabilities if payment is due within one year or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current liabilities. Trade payable and other financial
liabilities are recognized.
Current liabilities consist of:
Amounts in NOK thousands
2024 2023
Convertible bond 17 356 44 281
Trade payables 1 283 211
Financial liabilities 18 639 44 493
Other current liabilities 3 825 1400
Total current liabilities 22 465 45 892
Annual Report 2024
Page 93
19. Convertible bond
In February 2023, the Company announced that it has agreed the terms and conditions for an
investment and subscription agreement for a convertible bond facility with Atlas Special
Opportunities (the "Investment Agreement"), which will provide financing of up to gross NOK 300
million over three years. The Investment agreement was approved by the extraordinary general
meeting (EGM) of the Company held in March 2023, and an amendment agreement was later
approved at an EGM in September 2023.
In May 2024, the Company announced a financing structure combining a rights issue with a financing
commitment from Atlas, securing the required capital to fund the company´s operations until 30 June
2025, formalized in a second amendment agreement to the Investment Agreement signed in June
2024. The proposed transaction structure was approved by the company´s Annual General Meeting
held on 19 June 2024.
As part of financing structure and as support for the rights issue, Atlas made several financing
commitments to the Company:
o The Company issued new convertible bonds with a nominal value of NOK 4 million to Atlas
to ensure that the Company had sufficient funds for the completion of the Rights Issue.
o Atlas provided a guarantee for an amount of up to NOK 10 million in the rights issue. A NOK
1.5 million tranche was issued under this commitment, thus completing the rights issue
transaction bringing the total gross proceeds to approx. NOK 19.6 million.
o Atlas converted, as part of the announced completion of the rights issue outstanding bonds
in the total amount of NOK 15 million at the subscription price of the rights issue, NOK 2.5.
o Atlas gave a financing commitment: If the Company is not successful in gaining sufficient
financing for the period until end June 2025 through the Rights Issue, including the exercise
of the Warrants in December 2024, Atlas will cover the Company's estimated financing
needs until the end June 2025, limited to a monthly cash requirement of NOK 4 million and
to a total amount of NOK 48 million.
These financing commitments shall be provided in the form of additional convertible bonds issued by
the Company under the terms of the Investment Agreement. Should the Company be in breach with
any of the conditions precedent defined in the Investment Agreement, then Atlas shall waive these for
an additional fee equal to either 8% paid in cash, or 12% paid in shares, at the discretion of the
Company. As part of these financing commitments, it was agreed that the Company has no right to
request any further funding from Atlas subsequent of the financing for the period until end June
2025.
Circio expects to extend the Financing commitment with Atlas, with the possibility of issuing
additional convertible bonds providing cash runway into 4Q of 2025.
The convertible loan is classified as financial liability and measured at amortized cost using the
effective interest method, where the effective interest rate is the interest rate that accurately
discounts the expected future cash flows to the balance sheet value of the financial liability. This
includes fees, transaction costs and other premises related to the loan. The part of the transaction
costs attributable to the loan (which will be measured at amortized cost) is deducted from the
balance sheet value of the financial liability and amortized as part of the effective interest rate.
Based on the effective interest rate method, a total interest expense of NOK 10.6 million has been
recognized as other finance expense in the statement of profit or loss and other comprehensive
income as of 31 December 2024, NOK 6.3 million in 2023 and NOK 4.3 million in 2024.
According to IFRS 9 the convertible loan contains a conversion right which is an embedded derivative.
The embedded derivative is accounted for separately from the host instrument and measured at fair
value with changes recognized in profit or loss. The conversion right of convertible bonds has been
measured to have close to zero value at initial recognition, hence the book value of the conversion
right is zero.
As of 31 December 2024, tranches with an aggregate nominal value of NOK 72.5 million have been
exercised.
For access to its capital over 3 years, Circio has paid Atlas a 2% facility fee of NOK 6m (NOK 7.1m
including lawyer fees) which was deducted from the first tranche. Costs related to the loan facility
itself are considered a financial asset as it provides a future financial benefit through the ability to
draw on the facility in the future. This is expensed proportionately, calculated from the total expected
drawdown on the loan facility and recognized as other finance expense in the statement of profit and
loss. NOK 5.8 million of the total facility fee of NOK 7.1 million has been expensed as of 31 December
2024, NOK 4.8 million in 2023 and NOK 1.0 million in 2024.
Due to an error in the accounting of the convertible bond agreement in 2023, the opening balance of
receivables, current liabilities and equity was adjusted as of 01.01.2024.
As the facility fee was previously amortized on a straight-line basis, while it is now expensed based
on expected withdrawals, the receivables were changed from NOK 4.5 million to 2.0 million as of
01.01.2024. The convertible bond was reduced from NOK 44.5 million to 44.3 million as previously
the transaction cost was expensed immediately, while it is now included in the calculation of
Circio annual report 2024 Page 94
amortized cost. And hence, a total change of NOK 2.2 million to the opening balance of the equity as
of 01.01.2024.
Changes in liabilities arising from financing activities
(Amounts in NOK thousands)
Convertible bond
Interest-bearing liabilities 31 December 2022 0
Issuance convertible bonds 59 000
Conversion to shares -14 500
Convertible bond fees -6 485
Changes to estimated cash flow 4 350
Amortization of interest expense 1 916
Interest-bearing liabilities 31 December 2023 44 281
Issuance convertible bonds 13 500
Conversion to shares -42 500
Convertible bond fees -2 275
Changes to estimated cash flow -2 068
Amortization of interest expense 6 418
Interest-bearing liabilities 31 December 2024 17 356
20. Events after the reporting date
Post-period highlights
o In January 2025, published an invited, wide-ranging review on the potential of
circular RNA therapeutics in the prestiguous journal Nature Reviews Genetics
o In January, announced a partnership with 4basebio PLC. to combine the circVec
circular RNA expression system with 4basebio´s proprietary synthetic DNA
formats hpDNA and opDNA, with the aim to create a durable, repeat-dosable,
non-viral platform for future synthetic DNA gene therapies
o In April, announced a research collaboration with Entos Pharmaceuticals U.K Ltd
involving involve joint development and in vivo delivery testing of Circio’s
optimized circular RNA expression vectors (circVec) using the Entos proprietary
Fusogenix™ PLV™ nucleic acid delivery technology.
Circio Group
Norwegian:
Pb. 6887 St. Olavs plass,
N-0130 Oslo
Phone: +47 929 51 788
Sweden
Sjöhällsstigen 32,
165 71 HÄSSELBY
Sweden
www.Circio.com