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"fact_ifrs-full_DisclosureOfNotesAndOtherExplanatoryInformationExplanatory_E2_CY": {
"value": "\n
1. General information
Circio (\"the Company\") and its subsidiaries (together the Group) is a biotechnology company
developing novel circular RNA and immunotherapy medicines.
The Group has established a unique circular RNA (circRNA) platform to develop novel circRNA
medicines for rare disease, vaccines, and cancer. The proprietary circVec technology is based on a
modular genetic cassette design for efficient biogenesis of multifunctional circRNA from DNA and
viral vectors, which can be deployed for many purposes. 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 atthe
Karolinska Institute in Stockholm, Sweden.
In addition, the Group is developing a cancer vaccine, TG01, targeting KRAS driver mutations. TG01 is
currently being tested in three clinical trials: RAS-mutated pancreatic and lung cancer and lung and
non-resectable pancreatic cancer in the USA, and multiple myeloma in Norway. These studies are
being run through academic collaborative networks, supported by prestigious research grants from
Innovation Norway and the Norwegian Research Council, creating read-outs and future optionality for
the program at low cost to Circio.
The Company is a Norwegian public limited liability company listed on the Oslo Stock Exchange in
Norway. On 1 January the Company changed office location from Vollsveien 19, 1366 Lysaker,
Norway to St. Olavs Plass 5, 0165 Oslo, Norway. The change of address in the Articles of association
is awaiting approval by the Annual General Meeting in June 2024.
These financial statements have been approved for issue by the Board of Directors on 25 April 2024
and are subject to approval by the Annual General Meeting in June 2024.
2. Summary of material accounting principles
The principal accounting policies applied in the preparation of these consolidated 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 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\u2019s presentation currency is NOK. This is also the parent company\u2019s 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 (\u201cOCI\u201d).
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 \u00ae 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.
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 2023 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 2023:
Insurance contracts \u2013 Amendments to IFRS 17
Disclosure of Accounting Policies \u2013 Amendments to IAS 1 and IFRS Practice Statement 2
Definition of Accounting Estimates \u2013 Amendments to IAS 8
Deferred Tax related to Assets and Liabilities arising from a Single Transaction \u2013 Amendments to IAS
12 International Tax Reform \u2013 Pillar Two Model Rules (top-up tax).
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\u2019s 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 2023 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.
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. As of 31 December 2023, Targovax Solutions AS located in Oslo Norway, Targovax OY,
located in Espoo, Finland, and Circio AB located in Stockholm, Sweden is 100% owned and controlled
subsidiaries by Circio Holding ASA.
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:
The contractual arrangement(s) with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group\u2019s voting rights and potential voting rights
The Group re-assesses 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 and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group\u2019s 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\u2019s 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.
Intangible assets comprising the patented technology were recognized at fair value at the date of
acquisition of Targovax OY (previous Oncos Therapeutics OY) July 2015. Until the development of the
patented technology is finalized no amortization is recorded and the carrying amount will be tested
for impairment at least once a year, or more often if there are indicators of impairment.
When finalized, the patented technology will be amortized by the straight-line method over the
estimated useful life.
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, grants, repair offerings and the initial public offering in connection with the listing of the
company\u2019s shares on Oslo Stock Exchange in 2016.
In April 2024, the Group intends to raise around NOK 50-60 million in Q2 2024. A process to undertake
a partially underwritten rights issue was initiated on 17 April 2024 with Redeye as financial advisor.
Atlas is supportive of and intends to participate in the financing and the members of the board and
management have pre-committed to participate with around NOK 2 million in the fundraising. The
rights issue will, if successful, provide Circio with a cash runway to Q2 2025 and enable delivery of
major pre-clinical circVec milestones, including in vivo proof-of-concept for its lead AAV gene therapy
program in AATD and generation of circVec platform data with the aim to put Circio in position to
enter its first revenue-generating business development deal.
The Board and management therefore has a reasonable expectation that sufficient capital to ensure
continued operations in the twelve months as of 31 December 2023 will be secured from existing
shareholders and new investors, however, there is no guarantee that the planned rights issue
transaction will be successfully completed. The rights issue will be subject to approval by the general
assembly within 30 June 2024.
The convertible bond facility with Atlas, which provides the Group with access to up to gross NOK
300 million over three years will, if the rights issue is successfully completed, become a back-up
financing facility only. If the rights issue should not be successful, Circio will enter into a dialogue
with Atlas to access interim financing from the convertible facility until a new fundraising attempt can
be initiated during 2H 2024. The Group's right to call on any subsequent tranches of bonds, and Atlas'
obligation to subscribe and pay for such bonds, are conditional on meeting the conditions precedent
set out in the Investment Agreement at the time of calling on a tranche. Currently, the conditions
precedent related to the minimum market capitalization of Circio Holding ASA and the monthly
trading value of Circio shares are not met. Consequently, there is no guarantee that the Group will be
able to access additional funding from Atlas in a situation as described above.
The unknown outcome of the rights issue transaction, and uncertainty around access to further Atlas
tranches, indicate that a material uncertainty exists that may cast significant doubt on the Company\u2019s
and the Group\u2019s 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.
Impairment of intangible assets
Where a finite useful life of the acquired intangible asset cannot be determined, the asset is not
subject to amortization, but is tested when indication, or at least annually for impairment. Acquired
intangible assets will not be subject to amortization until market authorization is obtained with the
regulatory authorities and the intangible assets are available for use. After market authorization, the
intangible assets will be amortized using the straight-line method to allocate their cost to their
residual values over their estimated useful lives.
Due to the Group\u2019s prioritization of resources toward its circRNA platform announced in March 2023,
the acquired intangible assets related to development of the ONCOS-102 platform recognized in the
consolidated statement of financial position, were impaired from 391 MNOK to zero as per 31
December 2022. This is further described in Note 15.
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 14 Taxes.
4. Segments
The Group's activities during 2023 have been to continue the development and implementation of a
strategy with the aim of developing highly targeted immunotherapy treatments for cancer patients.
In addition to the R&D activities in Norway and Finland, the Group established a Swedish company
Circio AB in 2022. Circio AB\u2019s focus on establishing a cutting-edge circular RNA (circRNA) platform
with the aim to develop novel clinical candidates for in-house development, as well as to forge early
partnerships to broaden and accelerate the circRNA pipeline development.
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. Financial instruments and risk management objectives and policies
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, other than the long-term leasing liabilities and debt
to Business Finland, 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\u2019s business,
financial condition, results of operations, cash flows, time to market and prospects.
Currently, the Group has no long-term debt as the the debt to Business Finland has been approved to
be waived in full, subject to certain conditions expected to be fulfilled during first half of 2024. The
debt to Business Finland carries an annual interest equal to the European Central Bank
\u2019
s steering
rate less 3 percentage points, but in no event less than 1%. The current interest is 1% per annum. For
further information see Note 21 Interest-bearing debt.
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\u2019s
business, financial condition, results of operations, cash flows, time to market and prospects.
The Group is not sensitive to a change in interest rates on interest-bearing borrowings, the debt to
Business Finland, unless the European Central Bank\u2019s steering rate increases above 4 %. Hence the
Group\u2019s profit or loss statement, statement of financial position and the Group\u2019s cash flow is not
sensitive to 1% change in interest rates on interest-bearing borrowings.
The following table demonstrates the Group\u2019s sensitivity to a 1 percent point change in interest rates
on cash and cash equivalents at 31 December 2023 and 2022:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 1% point | | | |
| increase | | | |
| | 1% point | | |
| | decrease | | |
| | | 1% point | |
| | | increase | |
| | | | 1% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | 223 | --223 | 660 | -660 |
Foreign currency risk
Fluctuations in exchange rates could affect the Group\u2019s 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\u2019s presentation currency. The
Group undertakes various transactions in foreign currencies and is consequently exposed to
fluctuations in exchange rates. The exposure arises largely from research expenses. The Group is
mainly exposed to fluctuations in EUR, USD, GBP, CHF and SEK. 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.
The following tables demonstrate the Group\u2019s currency rate sensitivity on monetary assets and
liabilities in the loss before income tax and other comprehensive income at 31 December 2023 and
2022:
Group\u2019s sensitivity to a 10% increase/decrease in EUR against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | 115 | -115 | 515 | -515 |
| Other comprehensive income | -6 663 | 6 663 | -4 540 | 4 540 |
Group\u2019s sensitivity to a 10% increase/decrease in USD against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| Loss before income tax effect | -18 | 18 | 91 | -91 |
| Other comprehensive income | - | - | - | - |
Group\u2019s sensitivity to a 10% increase/decrease in GBP against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | -55 | 55 | -70 | -70 |
| Other comprehensive income | - | - | - | - |
Group\u2019s sensitivity to a 10% increase/decrease in CHF against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | -39 | 39 | -60 | -60 |
| Other comprehensive income | - | - | - | - |
Group\u2019s sensitivity to a 10% increase/decrease in SEK against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | | |
| increase | | | | |
| 10% point | | | |
| decrease | | | |
| | 10% point | | |
| | increase | | |
| | | 10% point | |
| | | decrease | |
| | | | | |
| Loss before income tax effect | 57 | -57 | -30 | 30 |
| Other comprehensive income | -148 | 148 | 42 | -42 |
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.
Cash and cash equivalents:
| 2023 | | 2022 | | |
| | | | | Rating |
| Amounts in NOK thousands | | | | | |
| Amount | | | | |
| | | | | | |
| | In % | | | |
| | | | | |
| | | Amount | | |
| | | | | |
| | | | In % | |
| | | | | |
| | | | | S&P |
| | | | | | |
| Cash at bank: | 21 900 | 98% | 35 374 | 100% | |
| | | | | | |
| Nordea Bank abp | 21 716 | 98% | 21 915 | 93% | AA- |
| Danske Bank A/S | - | 0% | 5 | 0% | A- |
| DNB Bank ASA | 183 | 1% | 13 453 | 6% | AA- |
| | | | | | |
| Money market funds: | 350 | 2% | 30 641 | 0% | |
| | | | | | |
| Nordea Likviditet III | 350 | 2% | 30 641 | 0% | |
| Total | 22 250 | 100% | 66 015 | 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.
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| Carrying | | | |
| amounts | | | |
| | Fair value | Carrying | |
| | | amounts | |
| | | | Fair value |
| | | | | |
| Receivables | 5 872 | 5 872 | 28 097 | 28 097 |
| Cash and cash equivalents | 22 250 | 22 250 | 66 015 | 66 015 |
| Total financial assets | 28 122 | 28 122 | 94 112 | 94 112 |
| Interest-bearing borrowings | 66 153 | 66 153 | 61 964 | 61 964 |
| Convertible bond | 44 500 | 44 500 | - | - |
| Lease liabilities | - | - | 1 455 | 1 455 |
| Trade payables | 3 450 | 3 450 | 11 383 | 11 383 |
| Total financial liabilities | 114 102 | 114 102 | 74 803 | 74 803 |
The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quoted prices including Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices)
Level 3: Inputs in asset or liability that are not based on observable market data (that is, unobservable
inputs)
As at 31 December 2023:
| Amounts in NOK thousands | | | | |
| Level 1 | Level 2 | Level 3 | Total |
| | | | | |
| Interest-bearing borrowings | - | - | 66 153 | 66 153 |
| Convertible bond | - | - | 44 500 | 44 500 |
| Total financial instruments at fair value | - | - | | |
| | | 110 653 | 110 653 |
As at 31 December 2022:
| Amounts in NOK thousands | | | | |
| Level 1 | Level 2 | Level 3 | Total |
| | | | | |
| Interest-bearing borrowings | - | - | 61 964 | 61 964 |
| Total financial instruments at fair value | | | | |
| - | - | | |
| | | 61 964 | 61 964 |
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 rights issue, as described in Note 2.6
Going concern, will, if successful, provide the Group with sufficient cash to meet its obligations as of 31 December 2023 and related to planned activities in the next 12 months. The Group has entered into an
investment agreement with Atlas Special Opportunities, which can give access to future financing by the issuance of convertible bonds with a nominal value of up to NOK 300 million over three years. Currently,
certain agreed conditions precedents required for the Group to draw on this facility under the existing agreement are not met, hence the Board and management will enter into a dialogue with Atlas to access
additional financing from the convertible facility if needed in the future. If the planned rights issue is successfully completed, the convertible bond facility will become a back-up financing facility only.
The following tables analyses the Group\u2019s current and non-current financial liabilities, at 31 December 2023 and 2022 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.
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 expected to be fulfilled during first half of 2024.
At 31 December 2023
| (Amounts in NOK thousands ) | | | | | | |
| On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | >5 years | Total |
| | | | | | | |
| Interest-bearing borrowings | | | | | | |
| 1 | | | | | | |
| | 2 464 | 3 078 | 65 408 | - | - | 70 950 |
| Convertible bond | - | 44 500 | - | - | - | 44 500 |
| Lease liabilities | - | - | - | - | - | - |
| Trade payables | - | 3 450 | - | - | - | 3 450 |
| Accrued public charges | - | 1 673 | - | - | - | 1 673 |
| Other current liabilities | - | 8 696 | - | - | - | 8 696 |
| Total | 2 464 | 61 397 | 65 408 | - | - | 129 269 |
1 Interest-bearing borrowings comprise loans from Business Finland and includes future interest payments, see note 24 Events after the reporting date.
At 31 December 2022
| (Amounts in NOK thousands ) | | | | | | |
| On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | >5 years | Total |
| | | | | | | |
| Interest-bearing borrowings | | | | | | |
| 1 | | | | | | |
| | - | 2 906 | 2 305 | 39 459 | 26 463 | 71 133 |
| Lease liabilities | - | 401 | 1 107 | - | - | 1 508 |
| Trade payables | - | 11 383 | - | - | - | 11 383 |
| Accrued public charges | - | 3 074 | - | - | - | 3 074 |
| Other current liabilities | - | 19 971 | - | - | - | 19 909 |
| Total | - | 37 736 | 3 412 | 39 459 | 26 463 | 107 070 |
1 Interest-bearing borrowings comprise loans from Business Finland and includes future interest payments.
6. 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 | | |
| 2023 | 2022 |
| | | |
| | | |
| Other revenue | 123 | 10 002 |
| Total operating revenue | 123 | 10 002 |
The Group's products are still in the research and development phase, and it has no revenue from
sales of products yet.
In November 2022, Hubro Therapeutics AS acquired Circio\u2019s GM-CSF process development and
production project. Under the agreement, Hubro paid Circio NOK 10 million for the acquisition of the
GM-CSF project, 50% was paid in the fourth quarter 2022 and 50% was paid in the second quarter
2023. Circio retains conditional buy-back and supply options, and a share in gross proceeds in the
event of a re-sale of the asset within a time-limited period.
7. 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 \"lntangible 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\u2019s research and development expenditures
compared to the total operating expenses:
2023 2022
| Amounts in NOK thousands | | | | |
| Total | Of which R&D | Total | Of which R&D |
| | | | | |
| R&D expenses | 49 890 | 49 890 | 47 228 | 47 228 |
| Payroll and related expenses | 34 442 | 18 215 | 52 238 | 26 399 |
| Other operating expenses | 14 522 | 201 | 11 454 | 246 |
| Depreciation, amortizations and | | | | |
| write downs | | | | |
| | | | | |
| 1 773 | - | 392 673 | - |
| Total | 100 626 | 68 305 | 503 593 | 73 873 |
The following research and development expenditures have been expensed:
| Amounts in NOK thousands | | |
| 2023 | 2022 |
| R&D related consultancy and other expenses | 40 268 | 27 202 |
| Cost of manufacturing for R&D | 9 423 | 20 307 |
| Patent expenses | 1 920 | 3 479 |
| Government grants | | |
| | | |
| -1 722 | -3 759 |
| Total research and development expenses | 49 890 | 47 228 |
8. 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.
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 | | |
| 2023 | 2022 |
| | | |
| Research and development expenses | 1 722 | 3 759 |
| Payroll and related expenses | 108 | 1 021 |
| Other operating expenses | | |
| | | |
| - | |
| | |
| | 35 |
| Total grants | 1 830 | 4 815 |
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. These grants are for the period 2022-2025.
For the full year 2023 the Group has recognized NOK 1.8 million related to the grant from the
Research Council of Norway. Prepayments from the Research Council of Norway was NOK 2.7 million
during 2023.
Specification of grants receivables:
| Amounts in NOK thousands | | |
| 2023 | 2022 |
| | | |
| Grants from SkatteFUNN | - | |
| | |
| | 2 970 |
| Grants from Research Council of Norway | -895 | 934 |
| Total grants receivable | -895 | 3 904 |
9. 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 Finnish Law and Swedish law for all
employees employed in Targovax OY and Circio AB. These pension plans apply to all employees of
the Group respectively. Currently, members of the Management Team with residence outside Norway,
Finland and Sweden are not part of the company\u2019s 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
In 2018 Circio implemented 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 10 Related parties and Management.
Total payroll and related expenses for the Group are:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Salaries and bonus | 25 977 | 40 911 |
| Employer\u2019s national insurance contributions | 3 567 | 4 984 |
| Share-based compensation | | |
| 1) | | |
| | | |
| 1 523 | 4 160 |
| Pension expenses \u2013 defined contribution plan | | |
| | | |
| 2 843 | 2 518 |
| Other | | |
| | | |
| 640 | 686 |
| Governmental grants | | |
| | | |
| -108 | -1021 |
| Total payroll and related expenses | 34 442 | 52 238 |
| 1) Share-based compensation has no cash effect. | | |
| | | |
| | | |
| Number of employees calculated on a full-time basis as at end of | | |
| period | | |
| 9,0 | 20,9 |
| Number of employees as at end of period | 11 | 21 |
10. Related parties and Management
Circio Compensation Report
This report describes the compensation programs for Circio. It is intended to describe programs for
senior executives and to explain how they were compensated in 2023 and will be in 2024. See Note 9
Payroll and related expenses and Note 11 Share-based compensation for accounting principles for
payroll and related expenses and equity-settled share-based payments.
Section 1: Introduction by the Compensation Committee
2023 was a challenging year for the biotech sector in general, and Circio was no exception. Despite
strong clinical data and a robust development plan endorsed by both key opinion leaders (KOLs) and
regulatory authorities, it was not possible to secure the substantial funding required to bring the
ONCOS-102 program forward on a path to registration. As such, we were regrettably forced to make
the tough decision to halt ONCOS-102 development, and subsequently adapt the organization
accordingly. After discussions with the Nomination Committee, the three Directors Bente-Lill
Rom\u00f8ren, Sonia Quaratino and Raphael Clynes tendered their resignations from Circio\u2019s Board, The
management team has been restructured to reflect our new pre-clinical circRNA focus, with Thomas
Hansen being promoted to CTO and Ola Melin to COO whilst the heads of clinical development and
regulatory affairs left Circio for external opportunities. The remaining management team took on a
temporary pay reduction as a further cost-saving initiative. In parallel, the CMC and clinical teams
have been substantially reduced, whilst building up our scientific group in Stockholm. We now believe
we have established a right-sized and highly skilled team, under the management of CEO Erik Digman
Wiklund, to bring the company forward to a successful future.
In order to implement the new circRNA-focused strategy and build shareholder value over time, Circio
needs to be able to retain the existing team and attract new experienced and qualified key individuals.
The Company\u2019s total compensation philosophy reflects this in that equity and retention incentives play
an important role in compensating, motivating, and retaining the employees. Moreover, the
Remuneration Committee believes that it is essential that a substantial part of management\u2019s
compensation is aligned with the interests of Circio\u2019s shareholders. The equity incentive is an important
motivator of Circio\u2019s organization, in particular key employees, to deliver the milestones that will
advance Circio and underpin long-term value creation. In order to make this journey successful, it is of
crucial importance for Circio to be able to attract and retain senior and talented individuals that are
willing to build lasting careers with the Company.
During the year the Remuneration Committee engaged closely with management to ensure essential
means and tactics necessary to fulfil the needs of the Company and retain key employees, balanced
against the challenging situation the company has been in following the discontinuation of the lead
ONCOS-102 program. The Remuneration Committee believes that the compensation policy supports
and fulfil the essential needs of sustainable engagement and long-term value creation of the Company
The Remuneration Committee will continue to measure and monitor the effectiveness of the
compensation policies and return with further
amendments when needed.
Thomas Falck, Robert Burns, and Damian Marron
Circio Compensation Committee, 25 April 2024
Section 2 \u2013 Compensation Committee activity
The Compensation Committee
The Board of Directors, with the assistance of the Compensation Committee, presented to the Annual
General Meeting 2022 the compensation principles for Circio. The Compensation Committee is of the
view that compensation practices must support the strategic aims of the business and enable the
recruitment, motivation, and retention of senior executives as well as other key employees. Circio\u2019s
practices must take into account the views of regulatory and governance bodies and the expectations
of shareholders and the wider employee population. The Board of Directors approves the total
compensation of the CEO, which is communicated to the shareholders through the Annual General
Meeting. The Board of Directors has final approval of the compensation of the Management Team,
upon recommendation of the CEO and the Compensation Committee.
Compensation Committee activity
The CEO attended selected meetings of the Compensation Committee, providing input and assisting
with specific queries. The CEO did not participate in conversations regarding his own level of
compensation.
The committee covered the following matters during the year:
Review of the overall compensation strategy and policies
Review of the compensation levels and structure for each member of the management team
Review of the market competitive positioning of the compensation for each member of the
management team
Recommendation on the base salary increase of the CEO and a review of recommendations made by
the CEO for the organization
Assessment of fulfilment of objectives for 2023 and on resulting cash bonuses
Recommendation on the grant of employee share options
Recommendation on corporate objectives for 2024
Section 3 \u2013 Overview of the compensation policy
The compensation policy
The compensation policy applied in 2023 and 2022 is as follows:
| Principle | Summary |
| | |
| Market | |
| competitive | |
| compensation | |
| Circio offers competitive reward opportunities on a level adequate to enable |
| the company to attract, retain, and motivate the talent needed to achieve our |
| vision and business objectives. We balance the need to provide market |
| competitive levels of reward against a desire to be cost-effective when |
| determining reasonable and responsible reward outcomes. |
| Pay for | |
| performance and | |
| commitment | |
| An appropriate proportion of the reward package is performance-based for |
| top executives to ensure reward is linked to the achievement of key \ufb01nancial |
| and non-\ufb01nancial objectives with a balance of short and long-term |
| performance components - with priority being given to securing the long-term |
| commitment of key employees. |
| Transparency | |
| Compensation programs are designed and communicated in a manner that |
| reinforces the linkage between business objectives, our vision, and culture. |
| | |
| Business | |
| alignment and | |
| consistency | |
| Compensation decisions are made within an international framework to |
| ensure local practices are aligned and consistent with our principles and |
| policies. Compensation practices will remain |
| flexible enough to evolve as the |
| business priorities of Circio change. |
| | |
| Shareholder | |
| alignment | |
| Compensation programs will align the interests of all employees in driving |
| long-term value creation for our shareholders. Circio will share the success of |
| the company wherever possible with its employees. |
| Element | Applied in 2023 | Proposed for 2024 |
| Base salary | | |
| \u2714 | \u2714 |
| Short term incentive for top | | |
| executives: Annual cash bonus | | |
| \u00f7 | |
| | |
| | \u2714 |
| Short term incentive for all | | |
| employees: Annual cash bonus | | |
| \u2714 | \u2714 |
| Long term incentive for all | | |
| employees: Share options | | |
| \u00f7 | |
| | |
| | \u2714 |
| Benefits | | |
| \u2714 | \u2714 |
| Pension | | |
| \u2714 | |
| | | |
| | \u2714 |
| | | |
| Equity as part of Board fee | | |
| \u2714 | \u2714 |
Section 4 \u2013 Compensation policy for each element
The policy for each element of the compensation offered to our employees is described below and is
laid down in the Circio\u2019s Remuneration principles as approved by the Annual General Meeting in 2022.
Base salary
Base salaries for individual members of the management team are reviewed annually by the
committee. The salaries are set by taking into consideration the scope of the role, the level of
experience of the individual, the geographical location of the role, internal relativity, and external
economic environment.
The overall performance rating, employee potential, and current compensation market
competitiveness will be combined to assess any proposed salary revision.
Short term incentives: annual bonus
The corporate objectives are set by the Board and determined for and agreed with the CEO. The
bonus of the CEO is determined by achievements of corporate objectives. Other
management/employee bonuses are based on the achievement of the corporate objectives as well
as individual objectives.
The level of performance achieved and the amount of bonus to be awarded individual members of
the Management Team is reviewed by the committee, in discussion with the CEO, and approved by
the Board.
Due to the challenging biotech funding environment, the Board of Directors made the strategic
decision to discontinue the clinical phase 2 stage ONCOS-102 program and prioritize resources
towards accelerating the innovative and differentiated circRNA platform. As a consequence of this
difficult decision, the company undertook a corporate and organizational restructuring to adapt to the
new pre-clinical R&D strategy, including a 40% overall reduction of the work force. In addition, to
further manage payroll costs during this transition, no cash bonus recognized to any of the members
of the Executive Management for 2023.
| Target bonus percentages | | |
| 2023 | |
| (% of base salary) | |
| | 2024 |
| | (% of base salary) |
| Erik Digman Wiklund (Chief Executive Officer) | 50% | 50% |
| Lubor Gaal (Chief Financial Officer) | 35% | 35% |
| Victor Levitsky (Chief Scientific Officer) | 30% | 30% |
| Thomas B Hansen (Chief Technology Officer) | 20% | 20% |
| Ola Melin (Chief Operation Officer) | 20% | 20% |
The Committee may, at its discretion, review the operation of the annual bonus plan and make
recommendations to the Board for approval. Any review will take into account the overall impact of
the compensation package, the mix between fixed and variable pay, and the balance between short
and long-term performance measurement.
In 2018 Circio implemented a bonus system covering all employees who are not part of the
management team. The criteria are the same as for the management team; based on the
achievement of the corporate objectives as well as individual objectives.
Long-term incentives
The Committee\u2019s proposal for 2024 long-term incentives and the policy applied in 2023 are described
below.
Long term incentives proposal for 2024
Eligibility
New employees and consultants are eligible for option grants upon joining the company. Employees
and consultants will be eligible for an annual option award on a discretionary basis, taking into
account overall performance, work responsibility, importance of retention, organization level, and
position.
The Board of Directors will exercise discretion as to who will receive an equity award in any given
year, based on recommendations made by the Compensation Committee.
The Board of Directors intends to grant awards under the plan, alongside the existing option plan, on
an annual basis.
Board members are not eligible to participate.
Grant size and exercise price
The Compensation Committee shall recommend to the Board the size of the overall option grant. The
grant schedule will be determined, and reviewed, on the basis of market competitiveness of the equity
component of the compensation package and the overall size of the available share pool approved by
shareholders.
Share option grants will not be subject to any performance-based vesting conditions.
The exercise price is determined at grant and reflects the share price on the day of the grant.
Long-term incentives in 2023
In 2023, Circio granted share options under the current share option plan only to new employees.
The share option grants are not subject to any performance-based vesting conditions. Under the
current plan, share options have been granted to employees upon joining the company. Additional
grants may be awarded to employees on a discretionary basis taking into account the number of
options held, overall performance, competitiveness of terms, work responsibility, importance of
retention, organization level, and position.
Employee vesting schedule
Granted share options vest over a four-year period as follows: 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. Most options expire seven years after the grant date.
In the case of termination of employment, the employee will not vest further share options beyond
notice of termination, unless the employee continues as a consultant to the company. Unless special
circumstances dictate otherwise, the terminated employee can, as a general rule, exercise vested
share options for a maximum period of six to twelve months after termination.
In the event of a Take-over or a Statutory Merger all unvested options shall vest if, within 24 months
following the completion of such trade sale or merger, the option holder\u2019s employment is terminated
by the Group.
Limits
The Board of Circio seeks authorization from shareholders at the Annual General Meeting to issue a
maximum number of share options in total for all grants. This authorization is sought every year and
at the Annual General Meeting in May 2023, the Board was authorized to increase the Group\u2019s share
capital in connection with share incentive arrangements to employees and consultants by up to the
lower of (a) NOK 2 700 000 and (b) 10% of the Company\u2019s outstanding shares, options and RSUs. The
authorization to increase the share capital covers:
Already granted options, vested as well as unvested; and
Planned future grants of options
At the end of 2023, 267 230 share options were outstanding, of which 175 851 were vested and
exercisable at year-end 2023. Current Management Team members held 145 673 share options, 38
693 options were held by other employees and the remaining 82 864 by previous employees.
Circio has never and does not plan to grant options to Board members.
Pension
Targovax Solutions AS has a defined contribution pension plan as required by the Norwegian Law,
and as required by Swedish Law for all employees employed in Circio AB. These pension plans apply
to all employees of Targovax Solutions AS and Circio AB respectively.
Currently, members of the Management Team with residence outside Norway and Sweden are not
part of the company\u2019s 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.
Other benefits
Benefits to the Management Team may comprise certain other items such as healthcare, accident
insurance, etc. on customary terms.
Severance payment
Erik Digman Wiklund (CEO is entitled to severance pay equal to 12 months' salary in the event of
termination of employment. Apart from this, no employee, including any member of Management, has
entered into employment agreements which provide for any special benefits upon termination.
Statement for 2023
The Board of Directors complies with the decision made at Circio Holding ASA\u2019s Ordinary General Meeting on 20 April 2022 to approve of the Board of Directors\u2019 statement concerning principles for Management
compensation pursuant to Norwegian Public Limited Companies Act section 6\u201316a. The principles for 2023 were identical to the principles listed above.
Section 5 \u2013 Compensation tables for 2023 and 2022
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\u2019s 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 | | 3 | 223 |
| Bente-Lill Bjerkelund Rom\u00f8ren, Board | 223 | 180 | 43 | 40 | | 263 |
| Raphael Clynes, Board member | 223 | 31 | 192 | | | 223 |
| Eva-Lotta Allan, Board member | 93 | 62 | 31 | | | 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.
| Amounts 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 | | | | | | | |
| 1 | | | | | | | |
| | 2 837 | 2 683 | - | 0 | 192 | - | 2 875 |
| Victor Levitsky, Chief Scientific Officer | | | | | | | |
| 2 | | | | | | | |
| 3 104 | 623 | 0 | 0 | 167 | - | 790 |
| Thomas B. Hansen, Chief Technology | | | | | | | |
| 3 | | | | | | | |
| | 1 816 | 1 863 | - | 109 | 0 | - | 1 972 |
| Ola Melin, Chief Operating Officer | | | | | | | |
| 4 | | | | | | | |
| | 1 538 | 1 520 | - | 404 | 42 | - | 1 966 |
| Total Management Team | | | | | | | |
| 5,6,7 | | | | | | | |
| 11 883 | 9 180 | 0 | 613 | 414 | 0 | 10 207 |
1) Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 80% for Targovax and its subsidiaries as per 31.12.2023.
2) Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Targovax and its subsidiaries as per 31.12.2023.
3) 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 Targovax and its subsidiaries as per
31.12.2023.
4) Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 80% for Targovax and its subsidiaries as per 31.12.2023.
5) 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.
6) 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.
7) Margrethe S\u00f8rgaard 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.
All amounts in the tables exclude National Insurance Contribution.
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 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.
Remunerations and other benefits in 2022:
| Amounts in NOK thousands | | | | | | |
| | | | | | | |
| | | | | | | |
| Fixed annual fee as | | | | | |
| at 31 Dec 2022 | | | | | |
| | Earned fees in cash in | | | | |
| | 2022 | | | | |
| | | Earned fees in RSU\u2019s in | | | |
| | | 2022 | | | |
| | | | Earned committee meetings | | |
| | | | fee per 31.12.2022 | | |
| | | | | Exercise of share | |
| | | | | options/RSUs | |
| | | | | | Total remuneration earned |
| | | | | | in 2022 |
| Board of Directors of Circio Holding ASA: | | | | | | |
| | | | | | | |
| Damian Marron, Chairperson of the Board | 522 | 348 | 174 | 40 | | 562 |
| Bente-Lill Bjerkelund Rom\u00f8ren, Board | 307 | 277 | 30 | 40 | | 347 |
| Robert Burns, Board member | 307 | 217 | 90 | 20 | 129 | 456 |
| Eva-Lotta Allan, Board member | 307 | 205 | 102 | 20 | 52 | 368 |
| Diane Mellett, Board member | 307 | 175 | 132 | 40 | 8 | 353 |
| Sonia Quaratino, Board member | 307 | 102 | 205 | | | 307 |
| Thomas Falck, Board member | 217 | 72 | 144 | 40 | | 257 |
| Raphael Clynes, Board member | 217 | 72 | 144 | | | 217 |
| Total Board of Directors | | | | | | |
| 1,2 | | | | | | |
| | 2 671 | 1 648 | 1 023 | 208 | 188 | 2 926 |
1) Johan Christenson and Per Samuelsson was replaced by Thomas Falck and Raphael Clynes at the AGM 2022.
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.
| Amounts in NOK thousands | | | | | | | |
| | | | | | | | |
| Fixed annual salary | | | | | | |
| as at 31 Dec 2022 | | | | | | |
| | Earned salaries in | | | | | |
| | 2022 | | | | | |
| | | Bonus earned in | | | | |
| | | 2022 | | | | |
| | | | Pension expenses in | | | |
| | | | 2022 | | | |
| | | | | Benefits in kind in | | |
| | | | | 2022 | | |
| | | | | | Exercise of share | |
| | | | | | options/RSUs | |
| | | | | | | Total remuneration in |
| | | | | | | 2022 |
| Management team: | | | | | | | |
| | | | | | | | |
| Erik Digman Wiklund, Chief Executive Officer | 2 500 | 2 550 | 1 125 | 103 | 13 | - | 3 792 |
| Lubor Gaal, Chief Financial Officer | | | | | | | |
| 1 | | | | | | | |
| | 2 523 | 2 028 | 599 | 0 | 142 | - | 2 769 |
| Lone Ottesen, Chief Medical Officer | | | | | | | |
| 2 | | | | | | | |
| | 2 809 | 2 826 | 801 | 388 | 134 | - | 4 149 |
| Victor Levitsky, Chief Scientific Officer | | | | | | | |
| 3 | | | | | | | |
| 514 | 510 | 198 | 0 | 141 | - | 849 |
| Ingunn Munch Lindvig, VP & Head of Regulatory | | | | | | | |
| 1 515 | 1 561 | 288 | 103 | 14 | - | 1 966 |
| Ola Melin, VP & Head of Manufacturing | 1 469 | 1 392 | 278 | 460 | 36 | - | 2 165 |
| Total Management Team | | | | | | | |
| 4 | | | | | | | |
| 11 330 | 10 867 | 3 289 | 1 054 | 481 | - | 15 691 |
1) Lubor Gaal joined Circio 7 March 2022. Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year.
2) Fixed annual salary is the annual salary in GBP multiplied by the average exchange rate throughout the year.
3) Victor Levitsky is working 20% for Circio as per 31.12.2022.
4) \u00d8ystein Soug resigned from his position as Special Advisor and Interim CFO on 30 April 2022. During 2022 his remuneration consisted of TNOK 3 426 in salary, TNOK 246 in earned bonus, TNOK 33 in pension and TNOK 18 in benefits in kind.
All amounts in the tables exclude National Insurance Contribution.
In 2022, the annual general meeting of the Company resolved that all current board members shall receive NOK 310 000 and the Chairperson of the Board NOK 525 000 for the period from the annual general
meeting in 2022 and until the annual general meeting in 2023. If the current board members have served for a shorter period than since the annual general meeting in 2022, 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 2023. 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 2022 NOK 0.9 million was recognized as expense for Board remunerations in RSUs.
The Group has recognized as expense NOK 3.5 million, excluding National Insurance Contribution, in provision for bonuses to the Management Team as per 31 December 2022.
The Group has recognized as expense NOK 3.3 million in share-based compensation for the year 2022 to the Management Team as per 31 December 2022. There are no outstanding loans or guarantees made to
the Board of Directors or the Management Team at 31 December 2022.
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 | 1822 | 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 | | | | | | | | | | | | |
| | 15 878 | 0,20 % | | | | | | 0 | 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 | | | | | | | -483 342 | 16 658 | | | | |
| Ola Melin, Chief Operating Officer | 1 667 | 0,02 % | | | | | -700 815 | 24 185 | | | | |
| Total Management | | | | | | | | | | | | |
| 5,6,7 | | | | | | | | | | | | |
| 5 333 | 0,07 % | 0 | 0 | 0 | 0 | -4 224 327 | 145 673 | | | | |
| Total | 21 211 | 0,27 % | 0 | 0 | 0 | 0 | -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 Rom\u00f8ren, 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. Rom\u00f8ren
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 S\u00f8rgaard 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.
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2022:
| Holding | | | | | | | | |
| shares as at | | | | | | | | |
| 31 Dec 2022 | | | | | | | | |
| | % ownership | | | | | | | |
| | 31 Dec | | | | | | | |
| | 2022 | | | | | | | |
| | | Expired | | | | | | |
| | | options | | | | | | |
| | | 2022 | | | | | | |
| | | | Exercised | | | | | |
| | | | options | | | | | |
| | | | 2022 | | | | | |
| | | | | Granted | | | | |
| | | | | options | | | | |
| | | | | 2022 | | | | |
| | | | | | Holding of options | | | |
| | | | | | as at 31 Dec 2022 | | | |
| | | | | | | Exercised | | |
| | | | | | | RSUs 2022 | | |
| | | | | | | | Granted | |
| | | | | | | | RSUs | |
| | | | | | | | 2022 | |
| | | | | | | | 1 | |
| | | | | | | | | | |
| | | | | | | | | Holding of |
| | | | | | | | | RSUs as at 31 |
| | | | | | | | | Dec 2022 |
| Board of Directors of Circio Holding ASA | | | | | | | | | |
| : | | | | | | | | | |
| Damian Marron, Chairperson of the Board | - | | | | | | | 109 365 | 153 353 |
| Bente-Lill Bjerkelund Rom\u00f8ren, Board member | 35 577 | 0.02 % | | | | | | 2 996 | 14 357 |
| Raphael Clynes, Board member | - | | | | | | | 115 456 | 115 456 |
| Sonia Quaratino, Board member | - | | | | | | | 121 448 | 144 170 |
| Thomas Falck, Board member | - | | | | | | | 115 456 | 115 456 |
| Robert Burns, Board member | 275 454 | 0.15% | | | | | -88 351 | 32 295 | 66 378 |
| Eva-Lotta Allan, Board member | 94 859 | 0.05% | | | | | -40 811 | 68 493 | 68 493 |
| Diane Mellett, Board member | 102 078 | 0.05% | | | | | -6 049 | 73 086 | 125 258 |
| Total Board of Directors | | | | | | | | | |
| 2 | | | | | | | | | |
| | 507 968 | | | | | | -135 211 | 638 595 | 802 921 |
| Management team: | | | | | | | | | |
| | | | | | | | | | |
| Erik Digman Wiklund, Chief Executive Officer | | | | | | | | | |
| 3 | | | | | | | | | |
| | 100 000 | 0.05% | | | 600 000 | 1 800 000 | | | |
| Lubor Gaal, Chief Financial Officer | | | | | | | | | |
| | | | | | | | | | |
| | - | | | | 700 000 | 700 000 | | | |
| Lone Ottesen, Chief Medical Officer | 47 000 | 0.02% | | | 400 000 | 890 000 | | | |
| Victor Levitsky, Chief Scientific Officer | 10 000 | 0.01% | | | 100 000 | 645 000 | | | |
| Ola Melin, Head of Manufacturing | 50 000 | 0.03% | | | 400 000 | 725 000 | | | |
| Ingunn Munch Lindvig, VP Regulatory Affairs | 10 000 | 0.01% | | | 400 000 | 792 000 | | | |
| Total Management | | | | | | | | | |
| 4,5 | | | | | | | | | |
| 217 000 | 0.12% | | | 2 600 000 | 5 552 000 | | | |
| Total | 724 968 | 0.38% | | | 2 600 000 | 5 552 000 | -135 211 | 638 595 | 802 921 |
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)
Per Samuelsson and Johan Christenson left the Board of Circio April 2022. Neither held any options nor RSUs in the Company. They are partners at HealthCap, which owns 12 458 375 shares at
31.12.2022.
3)
The shares are held through Digman AS
4)
Magnus J\u00e5derberg, resigned from his position as CMO on 15 February 2022. Per 31.12.22 he holds 775 900 options and 20 000 shares.
5)
\u00d8ystein Soug, resigned from his position as Interim CFO on 30 April 2022. Per 31.12.22 he holds 929 375 options and 320 000 shares. The shares are held through Abakus Invest AS
Total outstanding options for shares by range of exercise price at 31 December 2023:
| Exercise price in NOK | 34.5 | 45.9 | 65.4-66.15 | 180-182 | 214.8-289 | 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 S\u00f8rgaard 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.
Total outstanding options for shares by range of exercise price at 31 December 2022:
| Exercise price in NOK | 1.15 | 1.53 | 2.18 | 5.19-5.59 | 6.00-6.06 | 7.16-8.72 | 9.61 | 16.59 | 20.58 | Total |
| Management team: | | | | | | | | | | |
| | | | | | | | | | | |
| Erik Digman Wiklund, CEO | 600 000 | | 200 000 | | 380 000 | 130 000 | 190 000 | 150 000 | 150 000 | 1 800 000 |
| Lubor Gaal, CFO | 400 000 | 300 000 | | | | | | | | 700 000 |
| Victor Levitsky, CSO | 100 000 | | 45 000 | | | 250 000 | 250 000 | | | 645 000 |
| Lone Ottesen, CMO | 400 000 | | 140 000 | | | 350 000 | | | | 890 000 |
| Ingunn Munch Lindvig, VP & Head of RA | 400 000 | | 125 000 | 27 000 | 90 000 | | 150 000 | | | 792 000 |
| Ola Melin, COO | 400 000 | | 75 000 | | 250 000 | | | | | 725 000 |
| Total Management | | | | | | | | | | |
| 1,2 | | | | | | | | | | |
| | | | | | | | | | | |
| 2 300 000 | 300 000 | 585 000 | 27 000 | 720 000 | 730 000 | 590 000 | 150 000 | 150 000 | 5 552 000 |
1) Magnus J\u00e4derberg resigned from his position as Chief Medical Officer on 15 February 2022. As of 31.12.2022 he holds 46 875 options for shares of exercise price 6.00, 222 290 between 7.16-11.81, 250 000 between 16.59-21.38 and 256 735 at 24.42
2) \u00d8ystein Soug resigned from his position as interim CFO on 30 April 2022. As of 31.12.2022 he holds 87 500 options for shares of exercise price 6,00, 371 875 between 7.16-9.61and 470 000 between 16.59-21.38.
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 CHF 27,887 per month for a 100% position.
Viktor Levitsky reduced his position from 100% to 20% as of 1 November 2021.
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
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 EUR 22,100 per month
for a 100% position as CFO and EUR 7,000 per month for a 100% consultant providing analyst
services.
Related party transactions:
| 2023 | | 2022 | |
| | | | | |
| | | | | |
| Amounts in NOK thousands | | | | |
| | | | | |
| Revenue | | | |
| (expense) | | | |
| | Receivable | | |
| | (Payable) at | | |
| | 31 December | | |
| | | Revenue | |
| | | (expense) | |
| | | | Receivable |
| | | | (Payable) at |
| | | | 31 December |
| Levitski V-Biopharm Consulting | -1 001 | - | -1 124 | - |
| BioPharma Drug Licensing Group | -3 754 | -257 | -2 169 | - |
Remuneration to the statutory auditor (excl. VAT)
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Statutory audit | 1 085 | 847 |
| Other attestation services | 120 | - |
| Tax services | - | - |
| Other services | 7 | - |
| Total | 1 213 | 847 |
11. 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 May 2023 the Board of Directors was authorized to increase
the Group\u2019s share capital in connection with share incentive arrangements by up to the lower of
NOK 2 700 000 and b) 10% of the Company\u2019s outstanding shares, options and RSUs. This
authorization replaces the previous authorizations to increase the share capital by up to the lower of
NOK 2 600 000 and b) 10% of the Company\u2019s outstanding shares, options and RSUs given to the
Board of Directors at the AGM held in April 2022.
The Company has granted share options under its long-term incentive program (the \u201cLTI Option
Program\u201d). 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 \u201cIPR Option
Program\u201d).
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 30 000 share options during 2023 and 4 555 000 share options during 2022.
At an Extraordinary General Meeting 27 September 2023, the General Meeting passed the resolution
to consolidate the Company\u2019s 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. As of 31
December 2023, there are in total 267 230 (10 781 275 at 31 December 2022) outstanding options
under the LTI Option Program.
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 2023 and
2022 is estimated at average of 75,17% and 81,06 %%, based on the volatility of comparable listed
companies. The volume weighted average interest rate applied to the share options grants in 2023
and 2022 is 3,52% and 2,87%.
The following table shows the changes In outstanding options In 2023 and 2022:
| 2023 | | 2022 | |
| | | | |
| | | | |
| | | | |
| No. of | | | |
| op | | | |
| tions | | | |
| | Weighted avg. | | |
| | exercise price | | |
| | (in NOK) | | |
| | | | |
| | | | |
| | | No. of | |
| | | op | |
| | | tions | |
| | | | Weighted avg. |
| | | | exercise price |
| | | | (in NOK) |
| | | | | |
| | | | | |
| Outstanding at 1 | | | | |
| January | | | | |
| 10 781 275 | 10.13 | 7 743 106 | 10.13 |
| Granted during the | | | | |
| period | | | | |
| 30 000 | 0.83 | 4 555 000 | 1.20 |
| Exercised during the | | | | |
| period | | | | |
| - | - | -11 981 | 0.51 |
| Forfeited | -2 537 409 | 2.57 | -586 050 | 7.87 |
| Expired | -245 125 | 7.79 | -918 800 | 14.61 |
| Modifications due to | | | | |
| share split Oct 2023 | | | | |
| -7 761 511 | 214.85 | - | - |
| Outstanding no. of | | | | |
| options at end of period | | | | |
| 267 230 | 214.83 | 10 781 275 | 6.11 |
1)
See Note 10 Related parties and Management for further information on granted share options
to Management Team.
The average fair value of options granted in 2023 was 0.42 per share and 0.68 per share in 2022.
The weighted- average assumptions used to determine the Black Scholes fair value of options
granted in 2023 and 2022 were:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Volatility (%) | 75.17 | 81.06 |
| Expected life (in years) | 3.66 | 3.66 |
| Risk-free interest rate (%) | 3.52 | 2.87 |
| Share price (NOK) | 0.42 | 1.19 |
| Exercise price (NOK) | 24.90 | 1.20 |
The expensed share options, 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) and NOK 3.3 million in 2022
(Targovax Solutions AS: NOK 3.3 million, Targovax OY: NOK 0.5 million and Circio AB: NOK 13
thousand), includes management estimate for employee turnover. The estimated turnover rate used
for the year 2023 and 2022 was 14.41% and 10%.
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 | 0.00 |
| 35.00-46.00 | 10 473 | 5.21 | 0.63 | 45.69 | 4 537 | 45.74 | 0.00 |
| 46.00-67.00 | 26 400 | 3.56 | 0.36 | 65.39 | 17 115 | 65.31 | 0.00 |
| 67.00-180.00 | 16 351 | 1.54 | 0.00 | 175.89 | 16 351 | 175.89 | 0.00 |
| 180.00-220.00 | 32 642 | 2.91 | 0.21 | 196.80 | 24 986 | 201.63 | 0.00 |
| 220.00-289.00 | 45 531 | 2.37 | 0.06 | 276.19 | 39 873 | 275.16 | 0.00 |
| 289.00-500.00 | 22 305 | 0.71 | 0.00 | 469.91 | 22 305 | 469.91 | 0.00 |
| 500.00- | 30 050 | 0.19 | 0.00 | 664.78 | 30 050 | 664.78 | 0.00 |
| Total | 267 230 | 3.36 | 0.45 | 214.83 | 175 851 | 292.18 | 0.00 |
At 31 December 2022, 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 | | | | | | |
| 12/31/2022 | | | | | | |
| | Weighted average remaining | | | | | |
| | contractual life | | | | | |
| | | Weighted average remaining | | | | |
| | | years until vesting | | | | |
| | | | | | | |
| | | | Weighted average | | | |
| | | | exercise | | | |
| | | | price | | | |
| | | | | Vested outstanding per | | |
| | | | | 12/31/2022 | | |
| | | | | | Weighted average | |
| | | | | | exercise | |
| | | | | | price | |
| | | | | | | Weighted average |
| | | | | | | remaining |
| | | | | | | life vested |
| 0.00-1.15 | 4 110 000 | 6.97 | 2.13 | 1.15 | - | - | - |
| 1.16-1.53 | 315 000 | 6.21 | 1.36 | 1.52 | - | - | - |
| 1.54-2.18 | 1 155 000 | 5.99 | 1.14 | 2.17 | 285 000 | 2.18 | 5.98 |
| 2.19-6.06 | 1 201 375 | 4.46 | 0.55 | 5.64 | 638 510 | 5.91 | 3.58 |
| 6.07-7.00 | 95 000 | 5.27 | 0.69 | 6.70 | 39 888 | 6.67 | 5.13 |
| 7.01-9.70 | 2 331 165 | 3.78 | 0.36 | 8.70 | 1 514 538 | 8.54 | 3.09 |
| 9.71-21.00 | 822 000 | 1.11 | 0.00 | 15.56 | 822 000 | 16.56 | 1.11 |
| 21.01-25.65 | 751 735 | 0.75 | 0.00 | 22.48 | 751 735 | 22.48 | 0.75 |
| Total | 10 781 275 | 4.98 | 1.12 | 6.11 | 4 051 671 | 11.87 | 2.56 |
From 1 January 2024 to 25 April 2024, no share options were granted to members of management or 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 total compensation to each member of the Board of Directors for the period between the
AGM 2023-2024 has been set out in the minutes from the Annual General Meeting 22 May
2023. The Annual General Meeting 22 May 2023 decided to remunerate the Board of
Directors for the period between the AGM 2023 to the AGM 2024 with a combination of cash
and Restricted Stock Units (RSUs), hence at the AGM 22 May 2023, additional 1 931 997
RSUs were granted to the Board of Directors.
The average fair value of RSUs granted in 2023 was 0.61 per share and 1.75 per share in
2022. The weighted- average assumptions used to determine the Black Scholes fair value of
RSUs granted in 2023 and 2022 were:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Volatility (%) | 92.97 | 84.30 |
| Expected life (in years) | 1 | 1 |
| Risk-free interest rate (%) | 3.65 | 1.56 |
| Share price (NOK) | 0.61 | 1.75 |
| Exercise price (NOK) | 0.60 | 0.10 |
The expensed RSUs in 2023 and 2022 was NOK 1.0 million and NOK 0.9 million. A total of 87 707
RSUs was outstanding at 31 December 2023.
The following table shows the changes in outstanding RSUs in 2023 and 2022:
| 2023 | | 2022 | |
| | | | | |
| | | | | |
| | | | | |
| No. of | | | |
| RSU\u2019s | | | |
| | Weighted avg. | | |
| | exercise price | | |
| | (in NOK) | | |
| | | | |
| | | | |
| | | No. of | |
| | | RSU\u2019s | |
| | | | Weighted avg. |
| | | | exercise price |
| | | | (in NOK) |
| | | | | |
| | | | | |
| Outstanding at 1 January | 802 921 | 0.10 | 299 537 | 0.10 |
| Granted during the period | 1 931 997 | 0.10 | 638 595 | 0.10 |
| Exercised during the period | -103 789 | 0.10 | -135 211 | 0.10 |
| Modifications | -2 543 422 | 0.60 | | |
| Forfeited | - | - | - | - |
| Expired | - | - | - | - |
| Outstanding no. of Restricted | | | | |
| Stock Units at end of period | | | | |
| 87 707 | 0.60 | 802 921 | 0.10 |
From 1 January 2024 to 25 April 2024 no RSUs have been granted to Board of Directors.
12. 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 | | |
| | | |
| 2023 | 2022 |
| | | |
| Consultancy, advisors' expenses and IR | 5 372 | 5 020 |
| Travel expenses | 1 223 | 1 605 |
| Facilities expenses | 898 | 565 |
| IT services and IT-related accessories | 1 965 | 1 706 |
| Conferences and training | 434 | 382 |
| Other | 4 629 | 2 211 |
| Government Grants | - | -35 |
| Total operating expenses | 14 522 | 11 454 |
13. 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\u00b4s 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\u2019s
contractual cash flow characteristics and the Group\u2019s 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:
\u2022
The financial asset is held within a business model with the objective to hold financial
assets in order to collect contractual cash flows and,
\u2022
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\u2019s 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 \u2018pass-through\u2019 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. As at 31 December 2023
and 2022 the Group have TNOK 108 and TNOK 6250 in trade receivables, TNOK negative 895 and
TNOK 3 904 in government grant receivables and the Group have TNOK 0 and TNOK 1 261 in short-
term deposits. 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.
Derivatives are financial liabilities when the fair value is negative, accounted for similarly as
derivatives as assets.
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.
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
and will be reevaluated annually at subsequent measurement according to under IFRS 9 as long as
the conversion right exists.
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 21
Interest-bearing debt and 22 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 consist of interest expense
and exchange loss.
Finance income is:
| Amounts in NOK thousands | | |
| | |
| 2023 | 2022 |
| | | |
| Interest income on bank deposit | 347 | 211 |
| Interest income on Money Market fund, Nordea Likviditet III | 309 | 325 |
| Interest income on tax repaid | 2 | - |
| Net currency gain - bank and other operating items | 884 | 2823 |
| Other finance income | - | - |
| Total finance income | 1 541 | 3 360 |
Finance expense is:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Interest expense \u2013 Business Finland Loan | 3 512 | 4 613 |
| Interest expense on lease liabilities | 18 | 229 |
| Other interest expense | 27 | 152 |
| Other finance expense | 8 217 | 103 |
| Total finance expense | 11 774 | 5 097 |
14. 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. 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 18
million at 31 December 2023 (31 December 2022: NOK 529 million). Targovax Solutions AS has a
total tax carried forward of NOK 594 million (31 December 2022: NOK 568 million). Circio AB has a
total tax loss carried forward of NOK 22 million at 31 December 2023 (31 December 2022: NOK 6
million). The research and development expenses in Targovax Oy is fiscally capitalized for tax
purposes resulting in a temporary difference of NOK 418 million at 31 December 2023 and NOK 390
million at 31 December 2022.
Accumulated tax losses from Targovax OY
\u2019
s operations amounts to EUR 19.8 million as of 31
December 2023 and EUR 22.1 million as of 31 December 2022. With a current tax rate in Finland of
20%, the corresponding deferred tax asset is EUR 4.0 million as at 31 December 2023 and EUR 4.4
million as at 31 December 2022. Targovax OY has not recognized any deferred taxes under FGAAP.
Tax losses in Finland can be carried forward and offset against taxable income in ten years for tax
purposes. Targovax OY has not generated taxable income in prior years and is not expected to
generate taxable income in the nearest future. Due to the uncertainty for future taxable profit within
the ten years limitation of use, the company has assessed that it cannot be considered as probable
that future taxable profit can be used against the tax losses carried forward.
However, the Group has recognized a deferred tax liability on temporary differences on the acquired
intangible assets, per 31 December 2021 this amount of NOK 59.3 million. As the intangible asset
were impaired in full per 31 December 2022, the recognized deferred tax liability as per 31 December
2022 of NOK 60.4 million was derecognized.
The tax effects of temporary differences and tax losses carried forward at
31 December are as follows:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Intangible and fixed assets | -11 | -1 108 |
| Capitalized R&D for tax purposes | -417 521 | -390 329 |
| Leasing | - | -180 |
| Borrowings | 3 649 | 5 991 |
| Share options and RSUs | -37 | -89 |
| Financial instruments | 37 | 25 |
| Tax loss carried forward | -855 544 | -810 664 |
| Temporary differences and tax losses carried forward | | |
| at 31.12 | | |
| -1 269 426 | -1 196 354 |
| Temporary differences and tax losses carried forward | | |
| at 31.12 not recognized | | |
| | | |
| 1 269 426 | 1 196 354 |
| Deferred tax asset (22%/20%) not recognized | 279 274 | 263 198 |
| Deferred tax asset 31.12 | - | - |
| Recognized temporary differences at 31.12 | | |
| | | |
| - | - |
| Deferred tax liability 31.12 | - | - |
The tax on the Group\u2019s 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 | | |
| | | |
| 2023 | 2022 |
| Loss before income tax | -110 736 | -495 328 |
| Tax calculated at domestic rate (22%) / (22%) | -24 362 | -108 972 |
| Tax effect permanent differences | -440 | -844 |
| Tax effect of change in tax rates | - | - |
| Change in deferred tax asset not recognized | 23 668 | 163 258 |
| Effect on different tax rates in countries in which | | |
| the Group operates | | |
| 1 134 | 8 987 |
| Other | - | - |
| Tax income / expense (-) | | |
| 0 62 | 430 |
15. Intangible assets and impairment test
Intangible assets
Intangible assets that relate to intellectual property rights acquired through licensing or assigning
patents and know-how are carried at historical cost less accumulated amortization, where the useful
life is finite, and the asset is likely to generate economic benefits exceeding costs. Where a finite
useful life of the acquired intangible asset cannot be determined, the asset is not subject to
amortization, but is when indication, or at least tested annually for impairment. Acquired intangible
assets will not be subject to amortization until market authorization is obtained with the regulatory
authorities and the intangible assets are available for use. Amortization on items of Intangible assets
will be amortized using the straight-line method to allocate their cost to their residual values over
their estimated useful lives.
Research costs are recognized in the statement of profit or loss as incurred. Internal development
costs related to the Group\u2019s development of products are recognized in the statement of profit or
loss in the year in which they are incurred unless they meet the recognition criteria of IAS 38,
\u201cIntangible assets.\u201d Uncertainties related to the regulatory approval process and other factors
generally means that the criteria are not met until the time when the marketing authorization is
obtained with the regulatory authorities.
Impairment of non-financial assets
Assets that are subject to amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill
that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
Intangible assets consist of:
Patents and license fees with estimated useful live of 10 years
Capitalized value related to the acquisition of Oncos Therapeutics OY, not subject to amortization
before market authorization is obtained, fully impaired for accounting purposes in 2022.
| Amounts in NOK thousands | | | |
| | | | |
| Patents and | | |
| licence fees | | |
| | Oncos Therapeutics | |
| | OY acq | |
| | usition | |
| | | Total |
| | | | |
| Cost: | | | |
| | | | |
| 2022 | | | |
| | | | |
| Opening balance | - | 371 727 | 371 727 |
| Additions | 24 | - | 24 |
| Exchange differences | - | 19 538 | 19 538 |
| At 31 December 2022 | 24 | 391 265 | 391 572 |
| | | | |
| 2023 | | | |
| | | | |
| Opening balance | 24 | 391 265 | 391 572 |
| Additions | - | - | - |
| Exchange differences | - | - | - |
| At 31 December 2023 | 24 | 391 265 | 391 572 |
| | | | |
| Accumulated depreciation and impairment: | | | |
| 2022 | | | |
| | | | |
| Opening balance | - | - | - |
| Depreciation and impairment | 3 | 391 265 | 391 268 |
| At 31 December 2022 | 3 | 391 265 | 391 268 |
| | | | |
| 2023 | | | |
| | | | |
| Opening balance | 3 | 391 265 | - |
| Depreciation and impairment | | | |
| 8 | - | 391 268 |
| At 31 December 2023 | 11 | 391 265 | 391 268 |
| | | | |
| Carrying amount: | | | |
| At 31 December 2022 | 22 | - | 22 |
| At 31 December 2023 | 13 | - | 13 |
The main part of the intangible assets is derived from the acquisition of Oncos Therapeutics OY
which was completed in July 2015 and related to the development of ONCOS-102, which is a virus-
based immunotherapy platform.
Intangible assets are tested for impairment at least annually, or when there are indications of
impairment.
The value of the intangible assets is estimated using a model of discounted cash flows. As the
valuation is sensitive to the outcome of a set of assumptions, the result from the valuation is limited
to only ensure sufficient certainty for the recognized amount in the financial statement and is not
considered as a complete valuation of the full potential of ONCOS-102.
A discounted cash flow model is in its nature uncertain, especially for an early-stage compound like
ONCOS-102. Key model assumptions are based on parameters observed in the market today, as well
as management
\u2019
s own predictions and financial forecasts.
ONCOS-102 has been tested for impairment in those cancer indications with the most mature path-
to-market outlook and strategy, of which checkpoint inhibitor refractory melanoma is considered the
indication with the shortest path-to-market. ONCOS-102 has shown strong data in phase 1 and a
scientifically solid and differentiated phase 2 development plan has been established, endorsed by
international cancer experts, partners, and regulators. However, in order to conserve capital, the
company has made the decision to only proceed with the phase 2 program once a partnership and /
or additional financing has been secured. The recognized intangible asset related to the acquisition
of Oncos Therapeutics OY of NOK 391 million was therefore fully impaired as at 31 December 2022.
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:
Office equipment with estimated useful life of 5 years. No impairment losses have been recognized.
Bioreactor with estimated useful life of 10 years. No impairment losses have been recognized.
| Amounts in NOK thousands | | | |
| | | | |
| Machinery and | | |
| equipment | | |
| | Furniture, | |
| | fittings | |
| | | | |
| | | Total |
| Cost | | | |
| 2022 | | | |
| Opening balance | - | 2 077 | 2 077 |
| Additions | 4 935 | - | 4 935 |
| Exchange differences | 77 | 4 | 81 |
| At 31 December 2022 | 5 012 | 2 080 | 7 092 |
| 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 |
| Accumulated depreciation and impairment | | | |
| 2022 | | | |
| Opening balance | - | 1 966 | 1 966 |
| Depreciation and impairment charge | 42 | 50 | 92 |
| At 31 December 2022 | 42 | 2 016 | 2 058 |
| 2023 | | | |
| Opening balance | 42 | 2 016 | 2 058 |
| Depreciation and impairment charge | 434 | 26 | 460 |
| At 31 December 2023 | 476 | 2 042 | 2 518 |
| Carrying amount: | | | |
| At 31 December 2022 | 4 970 | 65 | |
| | | |
| | | 5 035 |
At 31 December 2023 - - -
17. Leases
Accounting policies
Identifying a lease
At the inception of a contract, The Group assesses whether the contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To determine whether a contract conveys
the right to control the use of an identified asset, the Group assesses whether:
\u2022
The agreement creates enforceable rights of payment and obligations
\u2022
The identified asset is physically distinct
\u2022
It has the right to obtain substantially all of the economic benefits from use of the asset
\u2022
It has the right to direct he use of the asset
\u2022
The supplier does not have a substantive right to substitute the asset throughout the
period of use
Separating components in the lease contract
For contracts that constitutes, or contains a lease, the Group separates lease components if it
benefits from the use of each underlying asset either on its own or together with other resources that
are readily available, and the underlying asset is neither highly dependent on, nor highly interrelated
with, the other underlying assets in the contract. The Group then accounts for each lease component
within the contract as a lease separately from non-lease components of the contract. The Group
allocates the consideration in the contract to each lease component on the basis of the relative
stand-alone price of the lease component and the aggregate stand-alone price of the non-lease
components. If an observable stand-alone price is not readily available, the Group estimates this
price by maximising the use of observable information.
Recognition of leases and exemptions
At the lease commencement date, the Group recognizes a lease liability and corresponding right-of-
use asset for all lease agreements in which it is the lessee, except for the following exemptions
applied:
\u2022
Short-term leases (defined as 12 months or less)
\u2022
Low value assets
For these leases, the Group recognizes the lease payments as Other operating expenses in the
statement of profit or loss when they incur.
Measuring the lease liability
The lease liability is initially measured at the present value of the lease payments for the right to
use the underlying asset during the lease term that are not paid at the commencement date.
The lease term represents the non-cancellable period of the lease, together with periods
covered by an option to extend the lease when the Group is reasonably certain to exercise this
option, and periods covered by an option to terminate the lease if the Group is reasonably
certain not to exercise that option.
The lease payments included in the measurement comprise of:
\u2022
Fixed lease payments (including in-substance fixed payments), less any lease incentives
receivable
\u2022
Variable lease payments that depend on an index or a rate, initially measured using the
index or rate as at the commencement date
\u2022
Amount expected to be payable by the Group under residual value guarantees
\u2022
The exercise price of a purchase option, if the Group is reasonably certain to exercise that
option
\u2022
Payments of penalties for terminating the lease, if the lease term reflects the Group
exercising an option to terminate the lease.
The Group do not include variable lease payments in the lease liability arising from contracted
index regulations subject to future events, such as inflation. Instead, the Group recognizes
these costs in profit or loss in the period in which the event or condition that triggers those
payments occurs.
The lease liability is subsequently measured by increasing the carrying amount to reflect
interest on the lease liability, reducing the carrying amount to reflect the lease payments made
and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to
reflect adjustments in lease payments due to an adjustment in an index or rate.
Group presents its lease liabilities as separate line items in the statement of financial position.
Measuring the right-of-use asset
The right-of-use asset is initially measured at cost. The cost of the right-of-use asset comprise:
\u2022
The amount of the initial measurement of the lease liability
\u2022
Any lease payments made at or before the commencement date, less any lease incentives
received
\u2022
Any initial direct costs incurred by the Group
\u2022
An estimate of costs to be incurred by the Group in dismantling and removing the
underlying asset, restoring the site on which it is located or restoring the underlying asset
to the condition required by the terms and conditions of the lease, unless those costs are
incurred to produce inventories.
The right-of-use asset is subsequently measured at cost less accumulated depreciation and
impairment losses. The Group applies the depreciation requirements in IAS 16
Property, Plant
and Equipment
in depreciating the right-of-use asset, except that the right-of-use asset is
depreciated from the commencement date to the earlier of the lease term and the remaining
useful life of the right-of-use asset. The Group has elected to not apply the revaluation model
for its right of use asset for leased buildings.
The Group applies IAS 36
Impairment of Assets
to determine whether the right-of-use asset is
impaired and to account for any impairment loss identified.
Group presents it's right-of-use assets as separate line items in the consolidated statement of
financial position. However, all the Groups lease agreements are terminated as of 31 December
2023, hence no lease assets nor lease liabilities in the statement of financial position at end of 2023.
Right-of-use assets
The Group leases offices and other facilities, machinery and equipment. The Group's right-of-use
assets are categorized and presented in the table below:
| Right-of use assets | | |
| | | |
| Buildings | Total |
| Amounts in NOK thousands | | |
| | | |
| Acquisition cost 1 January 2022 | 4 678 | 4 678 |
| Addition of right-of use assets | 0 | 0 |
| Disposals | | |
| Acquisition cost 31 December 2022 | 4 678 | 4 678 |
| | | |
| Accumulated depreciation and impairment 1 January 2022 | 2 134 | 2 134 |
| Depreciation | | |
| | | |
| 1 313 | |
| | | |
| | 1 313 |
| | | |
| Disposals | - | - |
| Currency exchange differences | -15 | -15 |
| Accumulated depreciation and impairment 31 December 2022 | 3 432 | 3 432 |
| Carrying amount of right-of-use assets 31 December 2022 | 1 246 | 1 246 |
| | | |
| | | |
| Acquisition cost 1 January 2023 | 4 678 | 4 678 |
| Addition of right-of use assets | | |
| | | |
| 0 | 0 |
| Disp | | |
| osals | | |
| | | |
| | | |
| Acquisition cost 31 December 2023 | 4 678 | 4 678 |
| | | |
| Accumulated depreciation and impairment 1 January 2023 | 3 432 | 3 432 |
| Depreciation | | |
| | | |
| 1265 | 1265 |
| Disposals | | |
| | | |
| - | - |
| Currency exchange differences | | |
| | | |
| -19 | -19 |
| Accumulated depreciation and impairment 31 December 2023 | 4 678 | 4 678 |
| Carrying amount of right-of-use assets 31 December 2023 | 0 | 0 |
| Remaining lease term | | |
| | | |
| 0 year | |
0B
Lease liabilities
| Summary of the lease liabilities | Total |
| Amounts in NOK thousands | |
| | |
| | |
| Total lease liabilities at 01.01.2022 | 2 725 |
| New lease liabilities recognized in the year | |
| | |
| - |
| Disposal of lease liabilities | - |
| Cash payments for the principal portion of the lease liability | |
| | |
| -1 515 |
| Cash payments for the interest portion of the lease liability | |
| | |
| | - |
| Interest expense on lease liabilities | |
| | |
| | 229 |
| Currency exchange differences | |
| | |
| | 17 |
| Total lease liabilities at 31 December 2022 | 1 455 |
| | |
| Total lease liabilities at 01.01.2023 | 1 455 |
| New lease liabilities recognized in the year | - |
| Disposal of lease liabilities | - |
| Cash payments for the principal portion of the lease liability | |
| | |
| -1 492 |
| Cash payments for the interest portion of the lease liability | - |
| Interest expense on lease liabilities | 18 |
| Currency exchange differences | 19 |
| Total lease liabilities at 31 December 2023 | - |
Summary of other lease expenses recognized in profit or loss
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Variable lease payments expensed in the period | | |
| | | |
| - | - |
| Operating expenses in the period related to short-term leases | 114 | 50 |
| Operating expenses in the period related to low value assets | - | - |
| Total lease expenses included in other operating expenses | 114 | 50 |
Please see note 22. Current liabilities for current lease liabilities and Statement of cash flow for cash
outflow for leases.
The leases do not contain any restrictions on the Group
\u2019
s dividend policy or financing. The Group
does not have significant residual value guarantees related to its leases to disclose. The Group has
not been granted any rent concessions due to the COVID-19 pandemic in 2023 or 2022.
18. Receivables
A receivable represents the Group\u2019s 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\u2019s 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 | | |
| | | |
| 2023 | 2022 |
| Trade receivables | 108 | 6 250 |
| Receivable government grants | -895 | 3 904 |
| Short-term deposits | - | 1 216 |
| Financial asset receivables | -787 | 11 370 |
| Other receivables | 6 659 | 16 728 |
| Total receivables | 5 872 | 28 097 |
19. 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 | | |
| | | |
| 2023 | 2022 |
| Bank deposits | 21 900 | 35 374 |
| Money Market fund, Nordea Likviditet III | 350 | 30 641 |
| Total cash and cash equivalents | | |
| 22 250 | 66 015 |
Restricted cash specification:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Income tax withholding from employee | 1 436 | 1 832 |
| Rent deposits | | |
| 1 | | |
| - | 952 |
| Other | | |
| 1 | | |
| - | 264 |
| Total restricted cash | 1 436 | 3 048 |
1 Classified as Receivables.
20. Share capital and shareholder information
At the extraordinary general meeting (EGM) in March 2023, the EGM approved the
convertible bond facility with Atlas Special Opportunities, LLC (\u201cAtlas\u201d). The Company\u2019s
Board of Directors has in 2023, in accordance with the authorization granted by the
extraordinary general meeting in March 2023, resolved to increase the share capital by the
issuance of 1 187 892 new shares, each with a par value of NOK 0.60 in order to facilitate
the conversion of convertible bonds.
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.
Share capital as at 31 December 2023 is 4 484 286.60 (31 December 2022: 18 847 378.30)
comprising 7 473 811 ordinary shares at nominal value NOK 0.60 (31 December 2022:
188 473 783 at NOK 0.10). All shares carry equal voting rights.
The movement in the number of shares during the period was as follows:
| 2023 | 2022 |
| | | |
| | | |
| | | |
| Ordinary shares at beginning of period | 188 473 783 | 188 326 591 |
| Modifications due to reverse share split Oct | | |
| 2023 1) | | |
| | | |
| | -182 191 324 | - |
| Share issuance \u2013 Reverse split | 0 | - |
| Share issuance \u2013 Bond agreement | 1 187 892 | - |
| Share issuance, employee RSUs | 3 460 | 147 195 |
| Ordinary shares at end of period | 7 473 811 | 188 473 783 |
1) Number of shares in 2023 is adjusted for reverse share split, hence consolidated in the
ratio of 30:1.
The 20 largest shareholders are as follows at 31 December 2023:
| Shareholder | # shares | % |
| | | |
| H\u00f8se AS | 587 589 | 7.9 % |
| Nordnet Bank AB | 208 858 | 2.8 % |
| B\u00e6kkelaget Holding AS | 183 018 | 2.4 % |
| Radforsk Investeringsstiftelse | 147 575 | 2.0 % |
| Goldman Sachs International | 122 897 | 1.6 % |
| Egil Pettersen | 118 130 | 1.6 % |
| Roy Kristoffer Hellum | 117 277 | 1.6 % |
| Trond Are Selsbak | 116 500 | 1.6 % |
| Ola Andre Skotheim | 107 000 | 1.4 % |
| Nordnet Livsforsikring As | 105 786 | 1.4 % |
| Vaktmestergruppen AS | 87 610 | 1.2 % |
| Kjell Olav Lunde | 80 000 | 1.1 % |
| Citibank, N.A. | 77 097 | 1.0% |
| Brettel \u00d8konomi AS | 75 000 | 1.0 % |
| NCS Energy Consultants AS | 75 000 | 1.0 % |
| Danske Bank A/S | 74 888 | 1.0 % |
| Arild Staxwold Skipperud | 70 400 | 0.9 % |
| Rune Ramsvik | 70 000 | 0.9 % |
| Ragnvald Gabrielsen AS | 65 197 | 0.9 % |
| Pettersen Gruppen AS | 60 367 | 0.8 % |
| 20 largest shareholders | | |
| | | |
| 2 550 189 | |
| | | |
| | 34.1 % |
| | | |
| Other shareholders (5 523) | | |
| | | |
| 4 923 622 | |
| | | |
| | 65.9 % |
| | | |
| Total shareholders | | |
| | | |
| 7 473 811 | |
| | | |
| | 100.0 % |
The 20 largest shareholders are as follows at 31 December 2022:
| Shareholder | # shares | % |
| | | |
| HealthCap | 12 405 584 | 6.6 % |
| Avanza Bank Ab | 6 780 335 | 3.6 % |
| Goldman Sachs International | 5 186 163 | 2.8 % |
| B\u00e6kkelaget Holding As | 5 053 867 | 2.7 % |
| Radforsk Investeringsstiftelse | 4 427 255 | 2.3 % |
| Sivilingen\u00f8r Jon-Arild Andreassen AS | 4 343 611 | 2.3 % |
| Nordnet Bank AB | 4 272 388 | 2.3 % |
| H\u00f8se As | 3 069 012 | 1.6 % |
| Nordnet Livsforsikring AS | 2 721 999 | 1.4 % |
| Thorendahl Invest AS | 2 000 000 | 1.1 % |
| Danske Bank AS | 1 979 138 | 1.1 % |
| Vaktmestergruppen AS | 1 911 241 | 1.0 % |
| Pettersen Gruppen AS | 1 708 408 | 0.9 % |
| Egil Pettersen | 1 548 889 | 0.8 % |
| Tor Westerheim | 1 437 500 | 0.8 % |
| Arild Staxwold Skipperud | 1 401 405 | 0.7 % |
| The Bank Of New York Mellon SA/NV | 1 292 313 | 0.7 % |
| Ove Steinar Farstad | 1 264 449 | 0.7 % |
| Espen Olsen | 1 200 000 | 0.6 % |
| UBS Switzerland AG | 1 086 050 | 0.6 % |
| 20 largest shareholders | 65 089 607 | 34.5 % |
| Other shareholders (6 549) | 123 384 176 | 65.5 % |
| Total shareholders | 188 473 783 | 100.0 % |
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 | | |
| | | |
| 2023 | 2022 |
| | | |
| Loss for the period | -110 736 | -432 898 |
| Average number of outstanding shares during the | 6 783 | 188 432 |
| Earnings/ loss per share - basic and diluted | -16.33 | -2.30 |
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.
21. Interest-bearing debt
Interest-bearing liabilities have been granted by governmental institution with special terms
such as a low interest rate (1% currently), hence the loans shall be divided to financial liability
and government grant components.
The financial liability shall initially be recognized at fair value and subsequently at amortized
cost using effective interest method. The grant component shall be 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 \u2018loan 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 booked as addition to interest
expenses in the statement of profit or loss. The separated government grant is booked as a
reduction of operating expenses in the statement of profit or loss in the period when it has
been received.
Business Finland is a publicly financed funding agency that finances research and
development activities for young innovative companies in Finland. The Finnish trade
promotion organization and the Finnish Funding Agency for Technology and Innovation
(TEKES) united as Business Finland in 2018.
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 (EUR 6.5 million as of 31 December 2022). An additional loan approval of EUR 0.5
million was granted to one of the existing Business Finland loans during 1st quarter 2020. No
additions to the Business Finland loans were granted during 2023 or 2022. Currently, the
Group has no long-term debt.
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 expected to be fulfilled during first
quarter of 2024. The total debt of EUR 6.2 million was short-term as per 31 December 2023,
and EUR 0.4 million of the total debt of EUR 6.5 million was short-term as per 31 December
2022.
Pursuant to IFRS, these loans have a grant element due to the low interest rate they carry.
The loan periods of the R&D loans are usually 10 years, of which the first five years are free of
repayment. One of the loans are repaid in equal annual installments during the latter nine
years, (2021-2029), one loan during the latter five years (2022-2026) and one during the latter
six years (2023-2028). Annual interest is paid yearly throughout the entire loan period. The
applicable interest rate under the R&D loans is the European Central Bank\u2019s steering rate less
3 percentage points per annum, although not less than 1%.
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, and NOK 4.0 million as at
31 December 2022.
Should the project fail, it is possible to get a remission on part of the debt in accordance with
the EU competition legislation. The final amount of the non-recovered part of the principal
depends on factors such as the time and the materialized interest rate trend. The final sum
will be determined when an eventual decision on non-recovery is made. Circio Group has
issued an on-demand guarantee in favor of Business Finland for the repayment obligation of
Targovax OY under the R&D loans. The loan agreements include no financial covenants.
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 2021 | 61 066 |
| Cash flow from financing activities | -2 086 |
| Exchange differences | -3 016 |
| Additions financial liabilities | - |
| Change to loan repayment schedules | - |
| Other transactions without cash settlement | 3 968 |
| 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 |
22. Current liabilities
The Group\u2019s current liabilities consists of financial liabilities as the short-term part of the EUR
6 209 888 loan from Business Finland (see note 21 Interest-bearing debt), short-term lease
liabilities and trade payables, and other current liabilities as withholding taxes and accrued
expenses and are classified as \"current liabilities\". Trade payable 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 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 | | |
| | | |
| 2023 | 2022 |
| | | |
| Interest-bearing liabilities | 66 153 | 4 531 |
| Convertible bond | 44 500 | - |
| Short-term lease liabilities | - | 1 455 |
| Trade payables | 3 450 | 11 383 |
| Financial liabilities | 114 102 | 17 370 |
| Other current liabilities | 10 369 | 23 045 |
| Total current liabilities | 124 471 | 40 415 |
23. Convertible bond
In February 2023, Circio 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 Circio
held in March 2023, and an amendment agreement was later approved at an EGM in September.
The financing agreement with Atlas was entered into to enable Circio to support and progress its two
R&D programs until important data can be generated and other sources of financing become
available:
o
Platform development and generation of
in vivo
proof-of-concept data for the circVec
circRNA platform, an area of rapidly growing interest among big pharma and biotech.
o
Supporting three clinical trials with the enhanced TG01/QS-21 KRAS cancer vaccine in the
USA and Norway.
The convertible bond facility with Atlas, which will become a back-up financing option subsequent to
a successful financing during Q2 2024, provides the Group with access to up to gross NOK 300
million over three years.
The financing is made available to Circio through tranches of convertible bonds. For each tranche,
Circio needs to demonstrate that it complies with all condition precedents which are a combination
of legal, regulatory and financial conditions. The first tranche, with an aggregate nominal value of
NOK 37.5 million, was exercised in March 2023. The second tranche of NOK 21.5 million was
exercised in August 2023 and issued in three installments of NOK 7.5 million, NOK 7 million and NOK
7 million, in September, October and December 2023 respectively. The cool down period after the
second tranche ended on 1 March 2024.
It is at Circio\u2019 s discretion to decide when and how many tranches are called upon over the 3-year
agreement period, thereby providing flexible access to capital. In the amended Investment Agreement
approved at the EGM in September 2023, it was agreed to change the bond denomination to NOK
500,000 and Atlas was granted a one-time option to request convertible bonds in an amount of up to
NOK 30 million, valid for a period of 24 months after approval in September 2023. For access to its
capital over 3 years, Circio is paying Atlas a 2% fee (6m NOK) which was deducted from the first
tranche.
The convertible bonds are subscribed at 92 percent of nominal value of each convertible bond and
would provide Circio with a total net amount of up to NOK 276 million in new capital. From these net
proceeds, Circio needs to pay legal, administrative and other fees so that the net proceeds are slightly
reduced. The bonds will not carry any interest and can be converted into shares at the discretion of
Atlas, at a price determined as 100 percent of the average volume weighted share price (VWAP) of
three of the last 15 trading days preceding the bond conversion request by Atlas. After conversion,
Atlas may sell the Circio shares in the market subject to certain pre-defined restrictions. Circio retains
the right to repurchase unconverted bonds at any time at 110 percent of nominal value.
In any future situation where the Group would want to request additional funding under the
Investment Agreement with Atlas, and the conditions precedents are not met, the Group may not be
able to obtain the requested funding from Atlas on the agreed commercial terms. In such a situation,
the Board and management will be taking actions and enter into a dialog with Atlas to address these
issues to enable access to future tranches, when needed. The issue can be resolved by either
reducing the tranche size and/or implementing modifications to the agreement for a waiver of the
conditions precedents.
In August 2023, the condition precedence related to the monthly trading value was not met prior to
calling the 2
nd
tranche and consequently the size and conditions were adjusted accordingly.
Any outstanding bonds will mature in full on the maturity date, 24 March 2026, and shall be converted
to shares by Atlas, at the Conversion Price defined by the agreement.
The use of the convertible bond facility and the subsequent conversion of bonds will lead to dilution
of the Group's shareholders. Atlas is not a long investor but is expected to sell the shares following
each conversion of a bond. As of 31 December, Atlas has converted 29 of the total 118 issued bonds.
A higher or increasing share price will help in reducing the dilution from each conversion. Circio is
aware of the share price dynamics and plans to use the convertible bond facility only when absolutely
needed while management is seeking to secure new capital from specialists or long investors.
The Company\u2019s Board of Directors has in 2023, in accordance with the authorization granted by the
extraordinary general meeting in March 2023, resolved to increase the share capital with NOK
712 735,02 by the issuance of 1 187 892 new shares, each with a par value of NOK 0.60 in order to
facilitate the conversion of convertible bonds.
The convertible loan is classified as a financial liability and measured at amortized cost. 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 zero value at initial recognition
and will be reevaluated annually under subsequent measurement according to IFRS 9 as long as the
conversion right exists.
The 8% fee is recognized as finance expense in the statement of profit and loss at the issue date of
the convertible bond. For the full year 2023, fees comprising NOK 6,7 million were expensed related
to the first tranche and second tranche of NOK 37.5 million and 21.5 million respectively.
NOK 6 million, the 2% fee of the loan facility of NOK 300 million, is recognized as a prepaid expense,
classified as receivable in the statement of financial position. The fee is amortized over the three-year
loan period and recognized as finance expense in the statement of profit and loss. For the full year
2023 NOK 1.5 million of the 6 million was expensed.
24. Events after the reporting date
Post-period highlights
In January 2024, it was announced that Business Finland has approved Circio\u2019s application for a
waiver in full of three R&D loans totaling EUR 6.2 granted for the development of ONCOS-102. As a
result, Circio\u2019s equity will be increased by a corresponding amount.
In March 2024, following the approval by the Chinese National Medical Products Administration
(NMPA) of the investigational new drug (IND) application, IOVaxis exercised the option for an
exclusive license to mutant RAS cancer vaccine TG01 in China. The parties agreed that IOVaxis will
pay USD 300.000 of the option fee to Circio immediately, and that the remaining payment will be due
by 15 September 2024.
In April 2024, announced that it has terminated TG01 cancer vaccine license option agreement with
IOVaxis in China for non-payment. IOVaxis did not met the first financial payment milestone and
Circio therefore decided to terminate the TG01 license agreement in China and the Group will now
seek alternative partnering options in China for the TG01 program.
In April 2024, announced that it is initiating a fundraising process with the intent to raise around NOK
50-60 million or more in gross proceeds from existing shareholders and new investors in a partially
underwritten rights issue to be completed during Q2 2024. Existing convertible bond investor Atlas
Capital Markets is supportive of, and intends to participate in, the intended fundraising. Members of
Circio\u00b4s board and management have pre-committed to participate with around NOK 2 million,
including NOK 500.000 by CEO Dr. Erik D Wiklund. Circio will update the market in due time when the
structure and timing of the intended transaction have been determined.
In April 2024, announced that it has established early technical in vivo proof-of-concept for its
proprietary circVec circular RNA platform by demonstrating statistically significant improvement in
durability over mRNA-based expression. The circVec technology has broad potential, particularly to
enhance the potency and reduce cost of current gold-standard gene therapy, and the R&D strategy is
centered on this rapidly expanding therapeutic area.
.
1. General information
Circio (\"the Company\") and its subsidiaries (together the Group) is a biotechnology company
developing novel circular RNA and immunotherapy medicines.
The Group has established a unique circular RNA (circRNA) platform to develop novel circRNA
medicines for rare disease, vaccines, and cancer. The proprietary circVec technology is based on a
modular genetic cassette design for efficient biogenesis of multifunctional circRNA from DNA and
viral vectors, which can be deployed for many purposes. 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 atthe
Karolinska Institute in Stockholm, Sweden.
In addition, the Group is developing a cancer vaccine, TG01, targeting KRAS driver mutations. TG01 is
currently being tested in three clinical trials: RAS-mutated pancreatic and lung cancer and lung and
non-resectable pancreatic cancer in the USA, and multiple myeloma in Norway. These studies are
being run through academic collaborative networks, supported by prestigious research grants from
Innovation Norway and the Norwegian Research Council, creating read-outs and future optionality for
the program at low cost to Circio.
The Company is a Norwegian public limited liability company listed on the Oslo Stock Exchange in
Norway. On 1 January the Company changed office location from Vollsveien 19, 1366 Lysaker,
Norway to St. Olavs Plass 5, 0165 Oslo, Norway. The change of address in the Articles of association
is awaiting approval by the Annual General Meeting in June 2024.
These financial statements have been approved for issue by the Board of Directors on 25 April 2024
and are subject to approval by the Annual General Meeting in June 2024.
",
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}
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"ifrs-full_DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities_E10_CY": {
"value": "Circio (\"the Company\") and its subsidiaries (together the Group) is a biotechnology company
developing novel circular RNA and immunotherapy medicines.
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"fact_ifrs-full_DisclosureOfMaterialAccountingPolicyInformationExplanatory_E2_CY": {
"value": "2. Summary of material accounting principles
The principal accounting policies applied in the preparation of these consolidated 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 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\u2019s presentation currency is NOK. This is also the parent company\u2019s 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 (\u201cOCI\u201d).
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 \u00ae 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.
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 2023 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 2023:
Insurance contracts \u2013 Amendments to IFRS 17
Disclosure of Accounting Policies \u2013 Amendments to IAS 1 and IFRS Practice Statement 2
Definition of Accounting Estimates \u2013 Amendments to IAS 8
Deferred Tax related to Assets and Liabilities arising from a Single Transaction \u2013 Amendments to IAS
12 International Tax Reform \u2013 Pillar Two Model Rules (top-up tax).
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\u2019s 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 2023 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.
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. As of 31 December 2023, Targovax Solutions AS located in Oslo Norway, Targovax OY,
located in Espoo, Finland, and Circio AB located in Stockholm, Sweden is 100% owned and controlled
subsidiaries by Circio Holding ASA.
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:
The contractual arrangement(s) with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group\u2019s voting rights and potential voting rights
The Group re-assesses 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 and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group\u2019s 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\u2019s 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.
Intangible assets comprising the patented technology were recognized at fair value at the date of
acquisition of Targovax OY (previous Oncos Therapeutics OY) July 2015. Until the development of the
patented technology is finalized no amortization is recorded and the carrying amount will be tested
for impairment at least once a year, or more often if there are indicators of impairment.
When finalized, the patented technology will be amortized by the straight-line method over the
estimated useful life.
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, grants, repair offerings and the initial public offering in connection with the listing of the
company\u2019s shares on Oslo Stock Exchange in 2016.
In April 2024, the Group intends to raise around NOK 50-60 million in Q2 2024. A process to undertake
a partially underwritten rights issue was initiated on 17 April 2024 with Redeye as financial advisor.
Atlas is supportive of and intends to participate in the financing and the members of the board and
management have pre-committed to participate with around NOK 2 million in the fundraising. The
rights issue will, if successful, provide Circio with a cash runway to Q2 2025 and enable delivery of
major pre-clinical circVec milestones, including in vivo proof-of-concept for its lead AAV gene therapy
program in AATD and generation of circVec platform data with the aim to put Circio in position to
enter its first revenue-generating business development deal.
The Board and management therefore has a reasonable expectation that sufficient capital to ensure
continued operations in the twelve months as of 31 December 2023 will be secured from existing
shareholders and new investors, however, there is no guarantee that the planned rights issue
transaction will be successfully completed. The rights issue will be subject to approval by the general
assembly within 30 June 2024.
The convertible bond facility with Atlas, which provides the Group with access to up to gross NOK
300 million over three years will, if the rights issue is successfully completed, become a back-up
financing facility only. If the rights issue should not be successful, Circio will enter into a dialogue
with Atlas to access interim financing from the convertible facility until a new fundraising attempt can
be initiated during 2H 2024. The Group's right to call on any subsequent tranches of bonds, and Atlas'
obligation to subscribe and pay for such bonds, are conditional on meeting the conditions precedent
set out in the Investment Agreement at the time of calling on a tranche. Currently, the conditions
precedent related to the minimum market capitalization of Circio Holding ASA and the monthly
trading value of Circio shares are not met. Consequently, there is no guarantee that the Group will be
able to access additional funding from Atlas in a situation as described above.
The unknown outcome of the rights issue transaction, and uncertainty around access to further Atlas
tranches, indicate that a material uncertainty exists that may cast significant doubt on the Company\u2019s
and the Group\u2019s 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.
Impairment of intangible assets
Where a finite useful life of the acquired intangible asset cannot be determined, the asset is not
subject to amortization, but is tested when indication, or at least annually for impairment. Acquired
intangible assets will not be subject to amortization until market authorization is obtained with the
regulatory authorities and the intangible assets are available for use. After market authorization, the
intangible assets will be amortized using the straight-line method to allocate their cost to their
residual values over their estimated useful lives.
Due to the Group\u2019s prioritization of resources toward its circRNA platform announced in March 2023,
the acquired intangible assets related to development of the ONCOS-102 platform recognized in the
consolidated statement of financial position, were impaired from 391 MNOK to zero as per 31
December 2022. This is further described in Note 15.
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 14 Taxes.
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"value": "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.
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"fact_ifrs-full_DescriptionOfPresentationCurrency_D2064083883_CY": {
"value": "Presentation currency
The Group\u2019s presentation currency is NOK. This is also the parent company\u2019s 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 (\u201cOCI\u201d).
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.
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"value": "2.1 Basis for preparation of the annual accounts
The consolidated financial statements of Circio Holding ASA have been prepared in accordance with
IFRS \u00ae 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.
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"fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_E80_CY": {
"value": "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.
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"value": "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 2023 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 2023:
Insurance contracts \u2013 Amendments to IFRS 17
Disclosure of Accounting Policies \u2013 Amendments to IAS 1 and IFRS Practice Statement 2
Definition of Accounting Estimates \u2013 Amendments to IAS 8
Deferred Tax related to Assets and Liabilities arising from a Single Transaction \u2013 Amendments to IAS
12 International Tax Reform \u2013 Pillar Two Model Rules (top-up tax).
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\u2019s 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 2023 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.
",
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},
"fact_ifrs-full_DisclosureOfBasisOfConsolidationExplanatory_D1323689670_CY": {
"value": "2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. As of 31 December 2023, Targovax Solutions AS located in Oslo Norway, Targovax OY,
located in Espoo, Finland, and Circio AB located in Stockholm, Sweden is 100% owned and controlled
subsidiaries by Circio Holding ASA.
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:
The contractual arrangement(s) with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group\u2019s voting rights and potential voting rights
The Group re-assesses 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 and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group\u2019s 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfBusinessCombinationsExplanatory_D2061670429_CY": {
"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\u2019s 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.
Intangible assets comprising the patented technology were recognized at fair value at the date of
acquisition of Targovax OY (previous Oncos Therapeutics OY) July 2015. Until the development of the
patented technology is finalized no amortization is recorded and the carrying amount will be tested
for impairment at least once a year, or more often if there are indicators of impairment.
When finalized, the patented technology will be amortized by the straight-line method over the
estimated useful life.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D1221241849_CY": {
"value": "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, grants, repair offerings and the initial public offering in connection with the listing of the
company\u2019s shares on Oslo Stock Exchange in 2016.
In April 2024, the Group intends to raise around NOK 50-60 million in Q2 2024. A process to undertake
a partially underwritten rights issue was initiated on 17 April 2024 with Redeye as financial advisor.
Atlas is supportive of and intends to participate in the financing and the members of the board and
management have pre-committed to participate with around NOK 2 million in the fundraising. The
rights issue will, if successful, provide Circio with a cash runway to Q2 2025 and enable delivery of
major pre-clinical circVec milestones, including in vivo proof-of-concept for its lead AAV gene therapy
program in AATD and generation of circVec platform data with the aim to put Circio in position to
enter its first revenue-generating business development deal.
The Board and management therefore has a reasonable expectation that sufficient capital to ensure
continued operations in the twelve months as of 31 December 2023 will be secured from existing
shareholders and new investors, however, there is no guarantee that the planned rights issue
transaction will be successfully completed. The rights issue will be subject to approval by the general
assembly within 30 June 2024.
The convertible bond facility with Atlas, which provides the Group with access to up to gross NOK
300 million over three years will, if the rights issue is successfully completed, become a back-up
financing facility only. If the rights issue should not be successful, Circio will enter into a dialogue
with Atlas to access interim financing from the convertible facility until a new fundraising attempt can
be initiated during 2H 2024. The Group's right to call on any subsequent tranches of bonds, and Atlas'
obligation to subscribe and pay for such bonds, are conditional on meeting the conditions precedent
set out in the Investment Agreement at the time of calling on a tranche. Currently, the conditions
precedent related to the minimum market capitalization of Circio Holding ASA and the monthly
trading value of Circio shares are not met. Consequently, there is no guarantee that the Group will be
able to access additional funding from Atlas in a situation as described above.
The unknown outcome of the rights issue transaction, and uncertainty around access to further Atlas
tranches, indicate that a material uncertainty exists that may cast significant doubt on the Company\u2019s
and the Group\u2019s ability to continue as a going concern.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfUncertaintiesOfEntitysAbilityToContinueAsGoingConcern_D1447579021_CY": {
"value": "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, grants, repair offerings and the initial public offering in connection with the listing of the
company\u2019s shares on Oslo Stock Exchange in 2016.
In April 2024, the Group intends to raise around NOK 50-60 million in Q2 2024. A process to undertake
a partially underwritten rights issue was initiated on 17 April 2024 with Redeye as financial advisor.
Atlas is supportive of and intends to participate in the financing and the members of the board and
management have pre-committed to participate with around NOK 2 million in the fundraising. The
rights issue will, if successful, provide Circio with a cash runway to Q2 2025 and enable delivery of
major pre-clinical circVec milestones, including in vivo proof-of-concept for its lead AAV gene therapy
program in AATD and generation of circVec platform data with the aim to put Circio in position to
enter its first revenue-generating business development deal.
The Board and management therefore has a reasonable expectation that sufficient capital to ensure
continued operations in the twelve months as of 31 December 2023 will be secured from existing
shareholders and new investors, however, there is no guarantee that the planned rights issue
transaction will be successfully completed. The rights issue will be subject to approval by the general
assembly within 30 June 2024.
The convertible bond facility with Atlas, which provides the Group with access to up to gross NOK
300 million over three years will, if the rights issue is successfully completed, become a back-up
financing facility only. If the rights issue should not be successful, Circio will enter into a dialogue
with Atlas to access interim financing from the convertible facility until a new fundraising attempt can
be initiated during 2H 2024. The Group's right to call on any subsequent tranches of bonds, and Atlas'
obligation to subscribe and pay for such bonds, are conditional on meeting the conditions precedent
set out in the Investment Agreement at the time of calling on a tranche. Currently, the conditions
precedent related to the minimum market capitalization of Circio Holding ASA and the monthly
trading value of Circio shares are not met. Consequently, there is no guarantee that the Group will be
able to access additional funding from Atlas in a situation as described above.
The unknown outcome of the rights issue transaction, and uncertainty around access to further Atlas
tranches, indicate that a material uncertainty exists that may cast significant doubt on the Company\u2019s
and the Group\u2019s ability to continue as a going concern.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfUncertaintiesOfEntitysAbilityToContinueAsGoingConcern",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D928951004_CY": {
"value": "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.
Impairment of intangible assets
Where a finite useful life of the acquired intangible asset cannot be determined, the asset is not
subject to amortization, but is tested when indication, or at least annually for impairment. Acquired
intangible assets will not be subject to amortization until market authorization is obtained with the
regulatory authorities and the intangible assets are available for use. After market authorization, the
intangible assets will be amortized using the straight-line method to allocate their cost to their
residual values over their estimated useful lives.
Due to the Group\u2019s prioritization of resources toward its circRNA platform announced in March 2023,
the acquired intangible assets related to development of the ONCOS-102 platform recognized in the
consolidated statement of financial position, were impaired from 391 MNOK to zero as per 31
December 2022. This is further described in Note 15.
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 14 Taxes.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory_D1550015425_CY": {
"value": "Impairment of intangible assets
Where a finite useful life of the acquired intangible asset cannot be determined, the asset is not
subject to amortization, but is tested when indication, or at least annually for impairment. Acquired
intangible assets will not be subject to amortization until market authorization is obtained with the
regulatory authorities and the intangible assets are available for use. After market authorization, the
intangible assets will be amortized using the straight-line method to allocate their cost to their
residual values over their estimated useful lives.
Due to the Group\u2019s prioritization of resources toward its circRNA platform announced in March 2023,
the acquired intangible assets related to development of the ONCOS-102 platform recognized in the
consolidated statement of financial position, were impaired from 391 MNOK to zero as per 31
December 2022. This is further described in Note 15.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory_D1217799827_CY": {
"value": "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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory_D159500717_CY": {
"value": "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 14 Taxes.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEntitysReportableSegmentsExplanatory_E41_CY": {
"value": "4. Segments
The Group's activities during 2023 have been to continue the development and implementation of a
strategy with the aim of developing highly targeted immunotherapy treatments for cancer patients.
In addition to the R&D activities in Norway and Finland, the Group established a Swedish company
Circio AB in 2022. Circio AB\u2019s focus on establishing a cutting-edge circular RNA (circRNA) platform
with the aim to develop novel clinical candidates for in-house development, as well as to forge early
partnerships to broaden and accelerate the circRNA pipeline development.
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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_D531209359_CY": {
"value": "5. Financial instruments and risk management objectives and policies
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, other than the long-term leasing liabilities and debt
to Business Finland, 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\u2019s business,
financial condition, results of operations, cash flows, time to market and prospects.
Currently, the Group has no long-term debt as the the debt to Business Finland has been approved to
be waived in full, subject to certain conditions expected to be fulfilled during first half of 2024. The
debt to Business Finland carries an annual interest equal to the European Central Bank
\u2019
s steering
rate less 3 percentage points, but in no event less than 1%. The current interest is 1% per annum. For
further information see Note 21 Interest-bearing debt.
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\u2019s
business, financial condition, results of operations, cash flows, time to market and prospects.
The Group is not sensitive to a change in interest rates on interest-bearing borrowings, the debt to
Business Finland, unless the European Central Bank\u2019s steering rate increases above 4 %. Hence the
Group\u2019s profit or loss statement, statement of financial position and the Group\u2019s cash flow is not
sensitive to 1% change in interest rates on interest-bearing borrowings.
The following table demonstrates the Group\u2019s sensitivity to a 1 percent point change in interest rates
on cash and cash equivalents at 31 December 2023 and 2022:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 1% point | | | |
| increase | | | |
| | 1% point | | |
| | decrease | | |
| | | 1% point | |
| | | increase | |
| | | | 1% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | 223 | --223 | 660 | -660 |
Foreign currency risk
Fluctuations in exchange rates could affect the Group\u2019s 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\u2019s presentation currency. The
Group undertakes various transactions in foreign currencies and is consequently exposed to
fluctuations in exchange rates. The exposure arises largely from research expenses. The Group is
mainly exposed to fluctuations in EUR, USD, GBP, CHF and SEK. 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.
The following tables demonstrate the Group\u2019s currency rate sensitivity on monetary assets and
liabilities in the loss before income tax and other comprehensive income at 31 December 2023 and
2022:
Group\u2019s sensitivity to a 10% increase/decrease in EUR against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | 115 | -115 | 515 | -515 |
| Other comprehensive income | -6 663 | 6 663 | -4 540 | 4 540 |
Group\u2019s sensitivity to a 10% increase/decrease in USD against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| Loss before income tax effect | -18 | 18 | 91 | -91 |
| Other comprehensive income | - | - | - | - |
Group\u2019s sensitivity to a 10% increase/decrease in GBP against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | -55 | 55 | -70 | -70 |
| Other comprehensive income | - | - | - | - |
Group\u2019s sensitivity to a 10% increase/decrease in CHF against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | |
| increase | | | |
| | 10% point | | |
| | decrease | | |
| | | 10% point | |
| | | increase | |
| | | | 10% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | -39 | 39 | -60 | -60 |
| Other comprehensive income | - | - | - | - |
Group\u2019s sensitivity to a 10% increase/decrease in SEK against NOK:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 10% point | | | | |
| increase | | | | |
| 10% point | | | |
| decrease | | | |
| | 10% point | | |
| | increase | | |
| | | 10% point | |
| | | decrease | |
| | | | | |
| Loss before income tax effect | 57 | -57 | -30 | 30 |
| Other comprehensive income | -148 | 148 | 42 | -42 |
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.
Cash and cash equivalents:
| 2023 | | 2022 | | |
| | | | | Rating |
| Amounts in NOK thousands | | | | | |
| Amount | | | | |
| | | | | | |
| | In % | | | |
| | | | | |
| | | Amount | | |
| | | | | |
| | | | In % | |
| | | | | |
| | | | | S&P |
| | | | | | |
| Cash at bank: | 21 900 | 98% | 35 374 | 100% | |
| | | | | | |
| Nordea Bank abp | 21 716 | 98% | 21 915 | 93% | AA- |
| Danske Bank A/S | - | 0% | 5 | 0% | A- |
| DNB Bank ASA | 183 | 1% | 13 453 | 6% | AA- |
| | | | | | |
| Money market funds: | 350 | 2% | 30 641 | 0% | |
| | | | | | |
| Nordea Likviditet III | 350 | 2% | 30 641 | 0% | |
| Total | 22 250 | 100% | 66 015 | 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.
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| Carrying | | | |
| amounts | | | |
| | Fair value | Carrying | |
| | | amounts | |
| | | | Fair value |
| | | | | |
| Receivables | 5 872 | 5 872 | 28 097 | 28 097 |
| Cash and cash equivalents | 22 250 | 22 250 | 66 015 | 66 015 |
| Total financial assets | 28 122 | 28 122 | 94 112 | 94 112 |
| Interest-bearing borrowings | 66 153 | 66 153 | 61 964 | 61 964 |
| Convertible bond | 44 500 | 44 500 | - | - |
| Lease liabilities | - | - | 1 455 | 1 455 |
| Trade payables | 3 450 | 3 450 | 11 383 | 11 383 |
| Total financial liabilities | 114 102 | 114 102 | 74 803 | 74 803 |
The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quoted prices including Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices)
Level 3: Inputs in asset or liability that are not based on observable market data (that is, unobservable
inputs)
As at 31 December 2023:
| Amounts in NOK thousands | | | | |
| Level 1 | Level 2 | Level 3 | Total |
| | | | | |
| Interest-bearing borrowings | - | - | 66 153 | 66 153 |
| Convertible bond | - | - | 44 500 | 44 500 |
| Total financial instruments at fair value | - | - | | |
| | | 110 653 | 110 653 |
As at 31 December 2022:
| Amounts in NOK thousands | | | | |
| Level 1 | Level 2 | Level 3 | Total |
| | | | | |
| Interest-bearing borrowings | - | - | 61 964 | 61 964 |
| Total financial instruments at fair value | | | | |
| - | - | | |
| | | 61 964 | 61 964 |
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 rights issue, as described in Note 2.6
Going concern, will, if successful, provide the Group with sufficient cash to meet its obligations as of 31 December 2023 and related to planned activities in the next 12 months. The Group has entered into an
investment agreement with Atlas Special Opportunities, which can give access to future financing by the issuance of convertible bonds with a nominal value of up to NOK 300 million over three years. Currently,
certain agreed conditions precedents required for the Group to draw on this facility under the existing agreement are not met, hence the Board and management will enter into a dialogue with Atlas to access
additional financing from the convertible facility if needed in the future. If the planned rights issue is successfully completed, the convertible bond facility will become a back-up financing facility only.
The following tables analyses the Group\u2019s current and non-current financial liabilities, at 31 December 2023 and 2022 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.
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 expected to be fulfilled during first half of 2024.
At 31 December 2023
| (Amounts in NOK thousands ) | | | | | | |
| On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | >5 years | Total |
| | | | | | | |
| Interest-bearing borrowings | | | | | | |
| 1 | | | | | | |
| | 2 464 | 3 078 | 65 408 | - | - | 70 950 |
| Convertible bond | - | 44 500 | - | - | - | 44 500 |
| Lease liabilities | - | - | - | - | - | - |
| Trade payables | - | 3 450 | - | - | - | 3 450 |
| Accrued public charges | - | 1 673 | - | - | - | 1 673 |
| Other current liabilities | - | 8 696 | - | - | - | 8 696 |
| Total | 2 464 | 61 397 | 65 408 | - | - | 129 269 |
1 Interest-bearing borrowings comprise loans from Business Finland and includes future interest payments, see note 24 Events after the reporting date.
At 31 December 2022
| (Amounts in NOK thousands ) | | | | | | |
| On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | >5 years | Total |
| | | | | | | |
| Interest-bearing borrowings | | | | | | |
| 1 | | | | | | |
| | - | 2 906 | 2 305 | 39 459 | 26 463 | 71 133 |
| Lease liabilities | - | 401 | 1 107 | - | - | 1 508 |
| Trade payables | - | 11 383 | - | - | - | 11 383 |
| Accrued public charges | - | 3 074 | - | - | - | 3 074 |
| Other current liabilities | - | 19 971 | - | - | - | 19 909 |
| Total | - | 37 736 | 3 412 | 39 459 | 26 463 | 107 070 |
1 Interest-bearing borrowings comprise loans from Business Finland and includes future interest payments.
Market risk
Interest rate fluctuations could in the future materially and adversely affect the Group\u2019s business,
financial condition, results of operations, cash flows, time to market and prospects.
Currently, the Group has no long-term debt as the the debt to Business Finland has been approved to
be waived in full, subject to certain conditions expected to be fulfilled during first half of 2024. The
debt to Business Finland carries an annual interest equal to the European Central Bank
\u2019
s steering
rate less 3 percentage points, but in no event less than 1%. The current interest is 1% per annum. For
further information see Note 21 Interest-bearing debt.
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\u2019s
business, financial condition, results of operations, cash flows, time to market and prospects.
The Group is not sensitive to a change in interest rates on interest-bearing borrowings, the debt to
Business Finland, unless the European Central Bank\u2019s steering rate increases above 4 %. Hence the
Group\u2019s profit or loss statement, statement of financial position and the Group\u2019s cash flow is not
sensitive to 1% change in interest rates on interest-bearing borrowings.
The following table demonstrates the Group\u2019s sensitivity to a 1 percent point change in interest rates
on cash and cash equivalents at 31 December 2023 and 2022:
| 2023 | | 2022 | |
| Amounts in NOK thousands | | | | |
| 1% point | | | |
| increase | | | |
| | 1% point | | |
| | decrease | | |
| | | 1% point | |
| | | increase | |
| | | | 1% point |
| | | | decrease |
| | | | | |
| Loss before income tax effect | 223 | --223 | 660 | -660 |
",
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},
"fact_ifrs-full_DisclosureOfCreditRiskExplanatory_D214853708_CY": {
"value": "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.
Cash and cash equivalents:
| 2023 | | 2022 | | |
| | | | | Rating |
| Amounts in NOK thousands | | | | | |
| Amount | | | | |
| | | | | | |
| | In % | | | |
| | | | | |
| | | Amount | | |
| | | | | |
| | | | In % | |
| | | | | |
| | | | | S&P |
| | | | | | |
| Cash at bank: | 21 900 | 98% | 35 374 | 100% | |
| | | | | | |
| Nordea Bank abp | 21 716 | 98% | 21 915 | 93% | AA- |
| Danske Bank A/S | - | 0% | 5 | 0% | A- |
| DNB Bank ASA | 183 | 1% | 13 453 | 6% | AA- |
| | | | | | |
| Money market funds: | 350 | 2% | 30 641 | 0% | |
| | | | | | |
| Nordea Likviditet III | 350 | 2% | 30 641 | 0% | |
| Total | 22 250 | 100% | 66 015 | 100% | |
",
"dimensions": {
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},
"fact_ifrs-full_DisclosureOfRevenueExplanatory_E119_CY": {
"value": "6. 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 | | |
| 2023 | 2022 |
| | | |
| | | |
| Other revenue | 123 | 10 002 |
| Total operating revenue | 123 | 10 002 |
The Group's products are still in the research and development phase, and it has no revenue from
sales of products yet.
In November 2022, Hubro Therapeutics AS acquired Circio\u2019s GM-CSF process development and
production project. Under the agreement, Hubro paid Circio NOK 10 million for the acquisition of the
GM-CSF project, 50% was paid in the fourth quarter 2022 and 50% was paid in the second quarter
2023. Circio retains conditional buy-back and supply options, and a share in gross proceeds in the
event of a re-sale of the asset within a time-limited period.
",
"dimensions": {
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"entity": "scheme:5967007LIEEXZXFYNS31",
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},
"fact_ifrs-full_DisclosureOfResearchAndDevelopmentExpenseExplanatory_E116_CY": {
"value": "7. 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 \"lntangible 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\u2019s research and development expenditures
compared to the total operating expenses:
| Amounts in NOK thousands | | | | |
| Total | Of which R&D | Total | Of which R&D |
| | | | | |
| R&D expenses | 49 890 | 49 890 | 47 228 | 47 228 |
| Payroll and related expenses | 34 442 | 18 215 | 52 238 | 26 399 |
| Other operating expenses | 14 522 | 201 | 11 454 | 246 |
| Depreciation, amortizations and | | | | |
| write downs | | | | |
| | | | | |
| 1 773 | - | 392 673 | - |
| Total | 100 626 | 68 305 | 503 593 | 73 873 |
The following research and development expenditures have been expensed:
| Amounts in NOK thousands | | |
| 2023 | 2022 |
| R&D related consultancy and other expenses | 40 268 | 27 202 |
| Cost of manufacturing for R&D | 9 423 | 20 307 |
| Patent expenses | 1 920 | 3 479 |
| Government grants | | |
| | | |
| -1 722 | -3 759 |
| Total research and development expenses | 49 890 | 47 228 |
",
"dimensions": {
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"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfGovernmentGrantsExplanatory_E64_CY": {
"value": "8. 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.
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 | | |
| 2023 | 2022 |
| | | |
| Research and development expenses | 1 722 | 3 759 |
| Payroll and related expenses | 108 | 1 021 |
| Other operating expenses | | |
| | | |
| - | |
| | |
| | 35 |
| Total grants | 1 830 | 4 815 |
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. These grants are for the period 2022-2025.
For the full year 2023 the Group has recognized NOK 1.8 million related to the grant from the
Research Council of Norway. Prepayments from the Research Council of Norway was NOK 2.7 million
during 2023.
Specification of grants receivables:
| Amounts in NOK thousands | | |
| 2023 | 2022 |
| | | |
| Grants from SkatteFUNN | - | |
| | |
| | 2 970 |
| Grants from Research Council of Norway | -895 | 934 |
| Total grants receivable | -895 | 3 904 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGovernmentGrantsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEmployeeBenefitsExplanatory_E40_CY": {
"value": "9. 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 Finnish Law and Swedish law for all
employees employed in Targovax OY and Circio AB. These pension plans apply to all employees of
the Group respectively. Currently, members of the Management Team with residence outside Norway,
Finland and Sweden are not part of the company\u2019s 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
In 2018 Circio implemented 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 10 Related parties and Management.
Total payroll and related expenses for the Group are:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Salaries and bonus | 25 977 | 40 911 |
| Employer\u2019s national insurance contributions | 3 567 | 4 984 |
| Share-based compensation | | |
| 1) | | |
| | | |
| 1 523 | 4 160 |
| Pension expenses \u2013 defined contribution plan | | |
| | | |
| 2 843 | 2 518 |
| Other | | |
| | | |
| 640 | 686 |
| Governmental grants | | |
| | | |
| -108 | -1021 |
| Total payroll and related expenses | 34 442 | 52 238 |
| 1) Share-based compensation has no cash effect. | | |
| | | |
| | | |
| Number of employees calculated on a full-time basis as at end of | | |
| period | | |
| 9,0 | 20,9 |
| Number of employees as at end of period | 11 | 21 |
",
"dimensions": {
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"entity": "scheme:5967007LIEEXZXFYNS31",
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},
"fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_E114_CY": {
"value": "
10. Related parties and Management
Circio Compensation Report
This report describes the compensation programs for Circio. It is intended to describe programs for
senior executives and to explain how they were compensated in 2023 and will be in 2024. See Note 9
Payroll and related expenses and Note 11 Share-based compensation for accounting principles for
payroll and related expenses and equity-settled share-based payments.
Section 1: Introduction by the Compensation Committee
2023 was a challenging year for the biotech sector in general, and Circio was no exception. Despite
strong clinical data and a robust development plan endorsed by both key opinion leaders (KOLs) and
regulatory authorities, it was not possible to secure the substantial funding required to bring the
ONCOS-102 program forward on a path to registration. As such, we were regrettably forced to make
the tough decision to halt ONCOS-102 development, and subsequently adapt the organization
accordingly. After discussions with the Nomination Committee, the three Directors Bente-Lill
Rom\u00f8ren, Sonia Quaratino and Raphael Clynes tendered their resignations from Circio\u2019s Board, The
management team has been restructured to reflect our new pre-clinical circRNA focus, with Thomas
Hansen being promoted to CTO and Ola Melin to COO whilst the heads of clinical development and
regulatory affairs left Circio for external opportunities. The remaining management team took on a
temporary pay reduction as a further cost-saving initiative. In parallel, the CMC and clinical teams
have been substantially reduced, whilst building up our scientific group in Stockholm. We now believe
we have established a right-sized and highly skilled team, under the management of CEO Erik Digman
Wiklund, to bring the company forward to a successful future.
In order to implement the new circRNA-focused strategy and build shareholder value over time, Circio
needs to be able to retain the existing team and attract new experienced and qualified key individuals.
The Company\u2019s total compensation philosophy reflects this in that equity and retention incentives play
an important role in compensating, motivating, and retaining the employees. Moreover, the
Remuneration Committee believes that it is essential that a substantial part of management\u2019s
compensation is aligned with the interests of Circio\u2019s shareholders. The equity incentive is an important
motivator of Circio\u2019s organization, in particular key employees, to deliver the milestones that will
advance Circio and underpin long-term value creation. In order to make this journey successful, it is of
crucial importance for Circio to be able to attract and retain senior and talented individuals that are
willing to build lasting careers with the Company.
During the year the Remuneration Committee engaged closely with management to ensure essential
means and tactics necessary to fulfil the needs of the Company and retain key employees, balanced
against the challenging situation the company has been in following the discontinuation of the lead
ONCOS-102 program. The Remuneration Committee believes that the compensation policy supports
and fulfil the essential needs of sustainable engagement and long-term value creation of the Company
The Remuneration Committee will continue to measure and monitor the effectiveness of the
compensation policies and return with further
amendments when needed.
Thomas Falck, Robert Burns, and Damian Marron
Circio Compensation Committee, 25 April 2024
Section 2 \u2013 Compensation Committee activity
The Compensation Committee
The Board of Directors, with the assistance of the Compensation Committee, presented to the Annual
General Meeting 2022 the compensation principles for Circio. The Compensation Committee is of the
view that compensation practices must support the strategic aims of the business and enable the
recruitment, motivation, and retention of senior executives as well as other key employees. Circio\u2019s
practices must take into account the views of regulatory and governance bodies and the expectations
of shareholders and the wider employee population. The Board of Directors approves the total
compensation of the CEO, which is communicated to the shareholders through the Annual General
Meeting. The Board of Directors has final approval of the compensation of the Management Team,
upon recommendation of the CEO and the Compensation Committee.
Compensation Committee activity
The CEO attended selected meetings of the Compensation Committee, providing input and assisting
with specific queries. The CEO did not participate in conversations regarding his own level of
compensation.
The committee covered the following matters during the year:
Review of the overall compensation strategy and policies
Review of the compensation levels and structure for each member of the management team
Review of the market competitive positioning of the compensation for each member of the
management team
Recommendation on the base salary increase of the CEO and a review of recommendations made by
the CEO for the organization
Assessment of fulfilment of objectives for 2023 and on resulting cash bonuses
Recommendation on the grant of employee share options
Recommendation on corporate objectives for 2024
Section 3 \u2013 Overview of the compensation policy
The compensation policy
The compensation policy applied in 2023 and 2022 is as follows:
| Principle | Summary |
| | |
| Market | |
| competitive | |
| compensation | |
| Circio offers competitive reward opportunities on a level adequate to enable |
| the company to attract, retain, and motivate the talent needed to achieve our |
| vision and business objectives. We balance the need to provide market |
| competitive levels of reward against a desire to be cost-effective when |
| determining reasonable and responsible reward outcomes. |
| Pay for | |
| performance and | |
| commitment | |
| An appropriate proportion of the reward package is performance-based for |
| top executives to ensure reward is linked to the achievement of key \ufb01nancial |
| and non-\ufb01nancial objectives with a balance of short and long-term |
| performance components - with priority being given to securing the long-term |
| commitment of key employees. |
| Transparency | |
| Compensation programs are designed and communicated in a manner that |
| reinforces the linkage between business objectives, our vision, and culture. |
| | |
| Business | |
| alignment and | |
| consistency | |
| Compensation decisions are made within an international framework to |
| ensure local practices are aligned and consistent with our principles and |
| policies. Compensation practices will remain |
| flexible enough to evolve as the |
| business priorities of Circio change. |
| | |
| Shareholder | |
| alignment | |
| Compensation programs will align the interests of all employees in driving |
| long-term value creation for our shareholders. Circio will share the success of |
| the company wherever possible with its employees. |
| Element | Applied in 2023 | Proposed for 2024 |
| Base salary | | |
| \u2714 | \u2714 |
| Short term incentive for top | | |
| executives: Annual cash bonus | | |
| \u00f7 | |
| | |
| | \u2714 |
| Short term incentive for all | | |
| employees: Annual cash bonus | | |
| \u2714 | \u2714 |
| Long term incentive for all | | |
| employees: Share options | | |
| \u00f7 | |
| | |
| | \u2714 |
| Benefits | | |
| \u2714 | \u2714 |
| Pension | | |
| \u2714 | |
| | | |
| | \u2714 |
| | | |
| Equity as part of Board fee | | |
| \u2714 | \u2714 |
Section 4 \u2013 Compensation policy for each element
The policy for each element of the compensation offered to our employees is described below and is
laid down in the Circio\u2019s Remuneration principles as approved by the Annual General Meeting in 2022.
Base salary
Base salaries for individual members of the management team are reviewed annually by the
committee. The salaries are set by taking into consideration the scope of the role, the level of
experience of the individual, the geographical location of the role, internal relativity, and external
economic environment.
The overall performance rating, employee potential, and current compensation market
competitiveness will be combined to assess any proposed salary revision.
Short term incentives: annual bonus
The corporate objectives are set by the Board and determined for and agreed with the CEO. The
bonus of the CEO is determined by achievements of corporate objectives. Other
management/employee bonuses are based on the achievement of the corporate objectives as well
as individual objectives.
The level of performance achieved and the amount of bonus to be awarded individual members of
the Management Team is reviewed by the committee, in discussion with the CEO, and approved by
the Board.
Due to the challenging biotech funding environment, the Board of Directors made the strategic
decision to discontinue the clinical phase 2 stage ONCOS-102 program and prioritize resources
towards accelerating the innovative and differentiated circRNA platform. As a consequence of this
difficult decision, the company undertook a corporate and organizational restructuring to adapt to the
new pre-clinical R&D strategy, including a 40% overall reduction of the work force. In addition, to
further manage payroll costs during this transition, no cash bonus recognized to any of the members
of the Executive Management for 2023.
| Target bonus percentages | | |
| 2023 | |
| (% of base salary) | |
| | 2024 |
| | (% of base salary) |
| Erik Digman Wiklund (Chief Executive Officer) | 50% | 50% |
| Lubor Gaal (Chief Financial Officer) | 35% | 35% |
| Victor Levitsky (Chief Scientific Officer) | 30% | 30% |
| Thomas B Hansen (Chief Technology Officer) | 20% | 20% |
| Ola Melin (Chief Operation Officer) | 20% | 20% |
The Committee may, at its discretion, review the operation of the annual bonus plan and make
recommendations to the Board for approval. Any review will take into account the overall impact of
the compensation package, the mix between fixed and variable pay, and the balance between short
and long-term performance measurement.
In 2018 Circio implemented a bonus system covering all employees who are not part of the
management team. The criteria are the same as for the management team; based on the
achievement of the corporate objectives as well as individual objectives.
Long-term incentives
The Committee\u2019s proposal for 2024 long-term incentives and the policy applied in 2023 are described
below.
Long term incentives proposal for 2024
Eligibility
New employees and consultants are eligible for option grants upon joining the company. Employees
and consultants will be eligible for an annual option award on a discretionary basis, taking into
account overall performance, work responsibility, importance of retention, organization level, and
position.
The Board of Directors will exercise discretion as to who will receive an equity award in any given
year, based on recommendations made by the Compensation Committee.
The Board of Directors intends to grant awards under the plan, alongside the existing option plan, on
an annual basis.
Board members are not eligible to participate.
Grant size and exercise price
The Compensation Committee shall recommend to the Board the size of the overall option grant. The
grant schedule will be determined, and reviewed, on the basis of market competitiveness of the equity
component of the compensation package and the overall size of the available share pool approved by
shareholders.
Share option grants will not be subject to any performance-based vesting conditions.
The exercise price is determined at grant and reflects the share price on the day of the grant.
Long-term incentives in 2023
In 2023, Circio granted share options under the current share option plan only to new employees.
The share option grants are not subject to any performance-based vesting conditions. Under the
current plan, share options have been granted to employees upon joining the company. Additional
grants may be awarded to employees on a discretionary basis taking into account the number of
options held, overall performance, competitiveness of terms, work responsibility, importance of
retention, organization level, and position.
Employee vesting schedule
Granted share options vest over a four-year period as follows: 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. Most options expire seven years after the grant date.
In the case of termination of employment, the employee will not vest further share options beyond
notice of termination, unless the employee continues as a consultant to the company. Unless special
circumstances dictate otherwise, the terminated employee can, as a general rule, exercise vested
share options for a maximum period of six to twelve months after termination.
In the event of a Take-over or a Statutory Merger all unvested options shall vest if, within 24 months
following the completion of such trade sale or merger, the option holder\u2019s employment is terminated
by the Group.
Limits
The Board of Circio seeks authorization from shareholders at the Annual General Meeting to issue a
maximum number of share options in total for all grants. This authorization is sought every year and
at the Annual General Meeting in May 2023, the Board was authorized to increase the Group\u2019s share
capital in connection with share incentive arrangements to employees and consultants by up to the
lower of (a) NOK 2 700 000 and (b) 10% of the Company\u2019s outstanding shares, options and RSUs. The
authorization to increase the share capital covers:
Already granted options, vested as well as unvested; and
Planned future grants of options
At the end of 2023, 267 230 share options were outstanding, of which 175 851 were vested and
exercisable at year-end 2023. Current Management Team members held 145 673 share options, 38
693 options were held by other employees and the remaining 82 864 by previous employees.
Circio has never and does not plan to grant options to Board members.
Pension
Targovax Solutions AS has a defined contribution pension plan as required by the Norwegian Law,
and as required by Swedish Law for all employees employed in Circio AB. These pension plans apply
to all employees of Targovax Solutions AS and Circio AB respectively.
Currently, members of the Management Team with residence outside Norway and Sweden are not
part of the company\u2019s 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.
Other benefits
Benefits to the Management Team may comprise certain other items such as healthcare, accident
insurance, etc. on customary terms.
Severance payment
Erik Digman Wiklund (CEO is entitled to severance pay equal to 12 months' salary in the event of
termination of employment. Apart from this, no employee, including any member of Management, has
entered into employment agreements which provide for any special benefits upon termination.
Statement for 2023
The Board of Directors complies with the decision made at Circio Holding ASA\u2019s Ordinary General Meeting on 20 April 2022 to approve of the Board of Directors\u2019 statement concerning principles for Management
compensation pursuant to Norwegian Public Limited Companies Act section 6\u201316a. The principles for 2023 were identical to the principles listed above.
Section 5 \u2013 Compensation tables for 2023 and 2022
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\u2019s 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 | | 3 | 223 |
| Bente-Lill Bjerkelund Rom\u00f8ren, Board | 223 | 180 | 43 | 40 | | 263 |
| Raphael Clynes, Board member | 223 | 31 | 192 | | | 223 |
| Eva-Lotta Allan, Board member | 93 | 62 | 31 | | | 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.
| Amounts 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 | | | | | | | |
| 1 | | | | | | | |
| | 2 837 | 2 683 | - | 0 | 192 | - | 2 875 |
| Victor Levitsky, Chief Scientific Officer | | | | | | | |
| 2 | | | | | | | |
| 3 104 | 623 | 0 | 0 | 167 | - | 790 |
| Thomas B. Hansen, Chief Technology | | | | | | | |
| 3 | | | | | | | |
| | 1 816 | 1 863 | - | 109 | 0 | - | 1 972 |
| Ola Melin, Chief Operating Officer | | | | | | | |
| 4 | | | | | | | |
| | 1 538 | 1 520 | - | 404 | 42 | - | 1 966 |
| Total Management Team | | | | | | | |
| 5,6,7 | | | | | | | |
| 11 883 | 9 180 | 0 | 613 | 414 | 0 | 10 207 |
1) Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 80% for Targovax and its subsidiaries as per 31.12.2023.
2) Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Targovax and its subsidiaries as per 31.12.2023.
3) 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 Targovax and its subsidiaries as per
31.12.2023.
4) Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 80% for Targovax and its subsidiaries as per 31.12.2023.
5) 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.
6) 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.
7) Margrethe S\u00f8rgaard 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.
All amounts in the tables exclude National Insurance Contribution.
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 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.
Remunerations and other benefits in 2022:
| Amounts in NOK thousands | | | | | | |
| | | | | | | |
| | | | | | | |
| Fixed annual fee as | | | | | |
| at 31 Dec 2022 | | | | | |
| | Earned fees in cash in | | | | |
| | 2022 | | | | |
| | | Earned fees in RSU\u2019s in | | | |
| | | 2022 | | | |
| | | | Earned committee meetings | | |
| | | | fee per 31.12.2022 | | |
| | | | | Exercise of share | |
| | | | | options/RSUs | |
| | | | | | Total remuneration earned |
| | | | | | in 2022 |
| Board of Directors of Circio Holding ASA: | | | | | | |
| | | | | | | |
| Damian Marron, Chairperson of the Board | 522 | 348 | 174 | 40 | | 562 |
| Bente-Lill Bjerkelund Rom\u00f8ren, Board | 307 | 277 | 30 | 40 | | 347 |
| Robert Burns, Board member | 307 | 217 | 90 | 20 | 129 | 456 |
| Eva-Lotta Allan, Board member | 307 | 205 | 102 | 20 | 52 | 368 |
| Diane Mellett, Board member | 307 | 175 | 132 | 40 | 8 | 353 |
| Sonia Quaratino, Board member | 307 | 102 | 205 | | | 307 |
| Thomas Falck, Board member | 217 | 72 | 144 | 40 | | 257 |
| Raphael Clynes, Board member | 217 | 72 | 144 | | | 217 |
| Total Board of Directors | | | | | | |
| 1,2 | | | | | | |
| | 2 671 | 1 648 | 1 023 | 208 | 188 | 2 926 |
1) Johan Christenson and Per Samuelsson was replaced by Thomas Falck and Raphael Clynes at the AGM 2022.
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.
| Amounts in NOK thousands | | | | | | | |
| | | | | | | | |
| Fixed annual salary | | | | | | |
| as at 31 Dec 2022 | | | | | | |
| | Earned salaries in | | | | | |
| | 2022 | | | | | |
| | | Bonus earned in | | | | |
| | | 2022 | | | | |
| | | | Pension expenses in | | | |
| | | | 2022 | | | |
| | | | | Benefits in kind in | | |
| | | | | 2022 | | |
| | | | | | Exercise of share | |
| | | | | | options/RSUs | |
| | | | | | | Total remuneration in |
| | | | | | | 2022 |
| Management team: | | | | | | | |
| | | | | | | | |
| Erik Digman Wiklund, Chief Executive Officer | 2 500 | 2 550 | 1 125 | 103 | 13 | - | 3 792 |
| Lubor Gaal, Chief Financial Officer | | | | | | | |
| 1 | | | | | | | |
| | 2 523 | 2 028 | 599 | 0 | 142 | - | 2 769 |
| Lone Ottesen, Chief Medical Officer | | | | | | | |
| 2 | | | | | | | |
| | 2 809 | 2 826 | 801 | 388 | 134 | - | 4 149 |
| Victor Levitsky, Chief Scientific Officer | | | | | | | |
| 3 | | | | | | | |
| 514 | 510 | 198 | 0 | 141 | - | 849 |
| Ingunn Munch Lindvig, VP & Head of Regulatory | | | | | | | |
| 1 515 | 1 561 | 288 | 103 | 14 | - | 1 966 |
| Ola Melin, VP & Head of Manufacturing | 1 469 | 1 392 | 278 | 460 | 36 | - | 2 165 |
| Total Management Team | | | | | | | |
| 4 | | | | | | | |
| 11 330 | 10 867 | 3 289 | 1 054 | 481 | - | 15 691 |
1) Lubor Gaal joined Circio 7 March 2022. Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year.
2) Fixed annual salary is the annual salary in GBP multiplied by the average exchange rate throughout the year.
3) Victor Levitsky is working 20% for Circio as per 31.12.2022.
4) \u00d8ystein Soug resigned from his position as Special Advisor and Interim CFO on 30 April 2022. During 2022 his remuneration consisted of TNOK 3 426 in salary, TNOK 246 in earned bonus, TNOK 33 in pension and TNOK 18 in benefits in kind.
All amounts in the tables exclude National Insurance Contribution.
In 2022, the annual general meeting of the Company resolved that all current board members shall receive NOK 310 000 and the Chairperson of the Board NOK 525 000 for the period from the annual general
meeting in 2022 and until the annual general meeting in 2023. If the current board members have served for a shorter period than since the annual general meeting in 2022, 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 2023. 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 2022 NOK 0.9 million was recognized as expense for Board remunerations in RSUs.
The Group has recognized as expense NOK 3.5 million, excluding National Insurance Contribution, in provision for bonuses to the Management Team as per 31 December 2022.
The Group has recognized as expense NOK 3.3 million in share-based compensation for the year 2022 to the Management Team as per 31 December 2022. There are no outstanding loans or guarantees made to
the Board of Directors or the Management Team at 31 December 2022.
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 | 1822 | 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 | | | | | | | | | | | | |
| | 15 878 | 0,20 % | | | | | | 0 | 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 | | | | | | | -483 342 | 16 658 | | | | |
| Ola Melin, Chief Operating Officer | 1 667 | 0,02 % | | | | | -700 815 | 24 185 | | | | |
| Total Management | | | | | | | | | | | | |
| 5,6,7 | | | | | | | | | | | | |
| 5 333 | 0,07 % | 0 | 0 | 0 | 0 | -4 224 327 | 145 673 | | | | |
| Total | 21 211 | 0,27 % | 0 | 0 | 0 | 0 | -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 Rom\u00f8ren, 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. Rom\u00f8ren
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 S\u00f8rgaard 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.
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2022:
| Holding | | | | | | | | |
| shares as at | | | | | | | | |
| 31 Dec 2022 | | | | | | | | |
| | % ownership | | | | | | | |
| | 31 Dec | | | | | | | |
| | 2022 | | | | | | | |
| | | Expired | | | | | | |
| | | options | | | | | | |
| | | 2022 | | | | | | |
| | | | Exercised | | | | | |
| | | | options | | | | | |
| | | | 2022 | | | | | |
| | | | | Granted | | | | |
| | | | | options | | | | |
| | | | | 2022 | | | | |
| | | | | | Holding of options | | | |
| | | | | | as at 31 Dec 2022 | | | |
| | | | | | | Exercised | | |
| | | | | | | RSUs 2022 | | |
| | | | | | | | Granted | |
| | | | | | | | RSUs | |
| | | | | | | | 2022 | |
| | | | | | | | 1 | |
| | | | | | | | | | |
| | | | | | | | | Holding of |
| | | | | | | | | RSUs as at 31 |
| | | | | | | | | Dec 2022 |
| Board of Directors of Circio Holding ASA | | | | | | | | | |
| : | | | | | | | | | |
| Damian Marron, Chairperson of the Board | - | | | | | | | 109 365 | 153 353 |
| Bente-Lill Bjerkelund Rom\u00f8ren, Board member | 35 577 | 0.02 % | | | | | | 2 996 | 14 357 |
| Raphael Clynes, Board member | - | | | | | | | 115 456 | 115 456 |
| Sonia Quaratino, Board member | - | | | | | | | 121 448 | 144 170 |
| Thomas Falck, Board member | - | | | | | | | 115 456 | 115 456 |
| Robert Burns, Board member | 275 454 | 0.15% | | | | | -88 351 | 32 295 | 66 378 |
| Eva-Lotta Allan, Board member | 94 859 | 0.05% | | | | | -40 811 | 68 493 | 68 493 |
| Diane Mellett, Board member | 102 078 | 0.05% | | | | | -6 049 | 73 086 | 125 258 |
| Total Board of Directors | | | | | | | | | |
| 2 | | | | | | | | | |
| | 507 968 | | | | | | -135 211 | 638 595 | 802 921 |
| Management team: | | | | | | | | | |
| | | | | | | | | | |
| Erik Digman Wiklund, Chief Executive Officer | | | | | | | | | |
| 3 | | | | | | | | | |
| | 100 000 | 0.05% | | | 600 000 | 1 800 000 | | | |
| Lubor Gaal, Chief Financial Officer | | | | | | | | | |
| | | | | | | | | | |
| | - | | | | 700 000 | 700 000 | | | |
| Lone Ottesen, Chief Medical Officer | 47 000 | 0.02% | | | 400 000 | 890 000 | | | |
| Victor Levitsky, Chief Scientific Officer | 10 000 | 0.01% | | | 100 000 | 645 000 | | | |
| Ola Melin, Head of Manufacturing | 50 000 | 0.03% | | | 400 000 | 725 000 | | | |
| Ingunn Munch Lindvig, VP Regulatory Affairs | 10 000 | 0.01% | | | 400 000 | 792 000 | | | |
| Total Management | | | | | | | | | |
| 4,5 | | | | | | | | | |
| 217 000 | 0.12% | | | 2 600 000 | 5 552 000 | | | |
| Total | 724 968 | 0.38% | | | 2 600 000 | 5 552 000 | -135 211 | 638 595 | 802 921 |
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)
Per Samuelsson and Johan Christenson left the Board of Circio April 2022. Neither held any options nor RSUs in the Company. They are partners at HealthCap, which owns 12 458 375 shares at
31.12.2022.
3)
The shares are held through Digman AS
4)
Magnus J\u00e5derberg, resigned from his position as CMO on 15 February 2022. Per 31.12.22 he holds 775 900 options and 20 000 shares.
5)
\u00d8ystein Soug, resigned from his position as Interim CFO on 30 April 2022. Per 31.12.22 he holds 929 375 options and 320 000 shares. The shares are held through Abakus Invest AS
Total outstanding options for shares by range of exercise price at 31 December 2023:
| Exercise price in NOK | 34.5 | 45.9 | 65.4-66.15 | 180-182 | 214.8-289 | 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 S\u00f8rgaard 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.
Total outstanding options for shares by range of exercise price at 31 December 2022:
| Exercise price in NOK | 1.15 | 1.53 | 2.18 | 5.19-5.59 | 6.00-6.06 | 7.16-8.72 | 9.61 | 16.59 | 20.58 | Total |
| Management team: | | | | | | | | | | |
| | | | | | | | | | | |
| Erik Digman Wiklund, CEO | 600 000 | | 200 000 | | 380 000 | 130 000 | 190 000 | 150 000 | 150 000 | 1 800 000 |
| Lubor Gaal, CFO | 400 000 | 300 000 | | | | | | | | 700 000 |
| Victor Levitsky, CSO | 100 000 | | 45 000 | | | 250 000 | 250 000 | | | 645 000 |
| Lone Ottesen, CMO | 400 000 | | 140 000 | | | 350 000 | | | | 890 000 |
| Ingunn Munch Lindvig, VP & Head of RA | 400 000 | | 125 000 | 27 000 | 90 000 | | 150 000 | | | 792 000 |
| Ola Melin, COO | 400 000 | | 75 000 | | 250 000 | | | | | 725 000 |
| Total Management | | | | | | | | | | |
| 1,2 | | | | | | | | | | |
| | | | | | | | | | | |
| 2 300 000 | 300 000 | 585 000 | 27 000 | 720 000 | 730 000 | 590 000 | 150 000 | 150 000 | 5 552 000 |
1) Magnus J\u00e4derberg resigned from his position as Chief Medical Officer on 15 February 2022. As of 31.12.2022 he holds 46 875 options for shares of exercise price 6.00, 222 290 between 7.16-11.81, 250 000 between 16.59-21.38 and 256 735 at 24.42
2) \u00d8ystein Soug resigned from his position as interim CFO on 30 April 2022. As of 31.12.2022 he holds 87 500 options for shares of exercise price 6,00, 371 875 between 7.16-9.61and 470 000 between 16.59-21.38.
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 CHF 27,887 per month for a 100% position.
Viktor Levitsky reduced his position from 100% to 20% as of 1 November 2021.
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
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 EUR 22,100 per month
for a 100% position as CFO and EUR 7,000 per month for a 100% consultant providing analyst
services.
Related party transactions:
| 2023 | | 2022 | |
| | | | | |
| | | | | |
| Amounts in NOK thousands | | | | |
| | | | | |
| Revenue | | | |
| (expense) | | | |
| | Receivable | | |
| | (Payable) at | | |
| | 31 December | | |
| | | Revenue | |
| | | (expense) | |
| | | | Receivable |
| | | | (Payable) at |
| | | | 31 December |
| Levitski V-Biopharm Consulting | -1 001 | - | -1 124 | - |
| BioPharma Drug Licensing Group | -3 754 | -257 | -2 169 | - |
Remuneration to the statutory auditor (excl. VAT)
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Statutory audit | 1 085 | 847 |
| Other attestation services | 120 | - |
| Tax services | - | - |
| Other services | 7 | - |
| Total | 1 213 | 847 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfAuditorsRemunerationExplanatory_D927507568_CY": {
"value": "Remuneration to the statutory auditor (excl. VAT)
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Statutory audit | 1 085 | 847 |
| Other attestation services | 120 | - |
| Tax services | - | - |
| Other services | 7 | - |
| Total | 1 213 | 847 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfSharebasedPaymentArrangementsExplanatory_E124_CY": {
"value": "11. 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 May 2023 the Board of Directors was authorized to increase
the Group\u2019s share capital in connection with share incentive arrangements by up to the lower of
NOK 2 700 000 and b) 10% of the Company\u2019s outstanding shares, options and RSUs. This
authorization replaces the previous authorizations to increase the share capital by up to the lower of
NOK 2 600 000 and b) 10% of the Company\u2019s outstanding shares, options and RSUs given to the
Board of Directors at the AGM held in April 2022.
The Company has granted share options under its long-term incentive program (the \u201cLTI Option
Program\u201d). 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 \u201cIPR Option
Program\u201d).
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 30 000 share options during 2023 and 4 555 000 share options during 2022.
At an Extraordinary General Meeting 27 September 2023, the General Meeting passed the resolution
to consolidate the Company\u2019s 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. As of 31
December 2023, there are in total 267 230 (10 781 275 at 31 December 2022) outstanding options
under the LTI Option Program.
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 2023 and
2022 is estimated at average of 75,17% and 81,06 %%, based on the volatility of comparable listed
companies. The volume weighted average interest rate applied to the share options grants in 2023
and 2022 is 3,52% and 2,87%.
The following table shows the changes In outstanding options In 2023 and 2022:
| 2023 | | 2022 | |
| | | | |
| | | | |
| | | | |
| No. of | | | |
| op | | | |
| tions | | | |
| | Weighted avg. | | |
| | exercise price | | |
| | (in NOK) | | |
| | | | |
| | | | |
| | | No. of | |
| | | op | |
| | | tions | |
| | | | Weighted avg. |
| | | | exercise price |
| | | | (in NOK) |
| | | | | |
| | | | | |
| Outstanding at 1 | | | | |
| January | | | | |
| 10 781 275 | 10.13 | 7 743 106 | 10.13 |
| Granted during the | | | | |
| period | | | | |
| 30 000 | 0.83 | 4 555 000 | 1.20 |
| Exercised during the | | | | |
| period | | | | |
| - | - | -11 981 | 0.51 |
| Forfeited | -2 537 409 | 2.57 | -586 050 | 7.87 |
| Expired | -245 125 | 7.79 | -918 800 | 14.61 |
| Modifications due to | | | | |
| share split Oct 2023 | | | | |
| -7 761 511 | 214.85 | - | - |
| Outstanding no. of | | | | |
| options at end of period | | | | |
| 267 230 | 214.83 | 10 781 275 | 6.11 |
1)
See Note 10 Related parties and Management for further information on granted share options
to Management Team.
The average fair value of options granted in 2023 was 0.42 per share and 0.68 per share in 2022.
The weighted- average assumptions used to determine the Black Scholes fair value of options
granted in 2023 and 2022 were:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Volatility (%) | 75.17 | 81.06 |
| Expected life (in years) | 3.66 | 3.66 |
| Risk-free interest rate (%) | 3.52 | 2.87 |
| Share price (NOK) | 0.42 | 1.19 |
| Exercise price (NOK) | 24.90 | 1.20 |
The expensed share options, 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) and NOK 3.3 million in 2022
(Targovax Solutions AS: NOK 3.3 million, Targovax OY: NOK 0.5 million and Circio AB: NOK 13
thousand), includes management estimate for employee turnover. The estimated turnover rate used
for the year 2023 and 2022 was 14.41% and 10%.
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 | 0.00 |
| 35.00-46.00 | 10 473 | 5.21 | 0.63 | 45.69 | 4 537 | 45.74 | 0.00 |
| 46.00-67.00 | 26 400 | 3.56 | 0.36 | 65.39 | 17 115 | 65.31 | 0.00 |
| 67.00-180.00 | 16 351 | 1.54 | 0.00 | 175.89 | 16 351 | 175.89 | 0.00 |
| 180.00-220.00 | 32 642 | 2.91 | 0.21 | 196.80 | 24 986 | 201.63 | 0.00 |
| 220.00-289.00 | 45 531 | 2.37 | 0.06 | 276.19 | 39 873 | 275.16 | 0.00 |
| 289.00-500.00 | 22 305 | 0.71 | 0.00 | 469.91 | 22 305 | 469.91 | 0.00 |
| 500.00- | 30 050 | 0.19 | 0.00 | 664.78 | 30 050 | 664.78 | 0.00 |
| Total | 267 230 | 3.36 | 0.45 | 214.83 | 175 851 | 292.18 | 0.00 |
At 31 December 2022, 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 | | | | | | |
| 12/31/2022 | | | | | | |
| | Weighted average remaining | | | | | |
| | contractual life | | | | | |
| | | Weighted average remaining | | | | |
| | | years until vesting | | | | |
| | | | | | | |
| | | | Weighted average | | | |
| | | | exercise | | | |
| | | | price | | | |
| | | | | Vested outstanding per | | |
| | | | | 12/31/2022 | | |
| | | | | | Weighted average | |
| | | | | | exercise | |
| | | | | | price | |
| | | | | | | Weighted average |
| | | | | | | remaining |
| | | | | | | life vested |
| 0.00-1.15 | 4 110 000 | 6.97 | 2.13 | 1.15 | - | - | - |
| 1.16-1.53 | 315 000 | 6.21 | 1.36 | 1.52 | - | - | - |
| 1.54-2.18 | 1 155 000 | 5.99 | 1.14 | 2.17 | 285 000 | 2.18 | 5.98 |
| 2.19-6.06 | 1 201 375 | 4.46 | 0.55 | 5.64 | 638 510 | 5.91 | 3.58 |
| 6.07-7.00 | 95 000 | 5.27 | 0.69 | 6.70 | 39 888 | 6.67 | 5.13 |
| 7.01-9.70 | 2 331 165 | 3.78 | 0.36 | 8.70 | 1 514 538 | 8.54 | 3.09 |
| 9.71-21.00 | 822 000 | 1.11 | 0.00 | 15.56 | 822 000 | 16.56 | 1.11 |
| 21.01-25.65 | 751 735 | 0.75 | 0.00 | 22.48 | 751 735 | 22.48 | 0.75 |
| Total | 10 781 275 | 4.98 | 1.12 | 6.11 | 4 051 671 | 11.87 | 2.56 |
From 1 January 2024 to 25 April 2024, no share options were granted to members of management or 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 total compensation to each member of the Board of Directors for the period between the
AGM 2023-2024 has been set out in the minutes from the Annual General Meeting 22 May
2023. The Annual General Meeting 22 May 2023 decided to remunerate the Board of
Directors for the period between the AGM 2023 to the AGM 2024 with a combination of cash
and Restricted Stock Units (RSUs), hence at the AGM 22 May 2023, additional 1 931 997
RSUs were granted to the Board of Directors.
The average fair value of RSUs granted in 2023 was 0.61 per share and 1.75 per share in
2022. The weighted- average assumptions used to determine the Black Scholes fair value of
RSUs granted in 2023 and 2022 were:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Volatility (%) | 92.97 | 84.30 |
| Expected life (in years) | 1 | 1 |
| Risk-free interest rate (%) | 3.65 | 1.56 |
| Share price (NOK) | 0.61 | 1.75 |
| Exercise price (NOK) | 0.60 | 0.10 |
The expensed RSUs in 2023 and 2022 was NOK 1.0 million and NOK 0.9 million. A total of 87 707
RSUs was outstanding at 31 December 2023.
The following table shows the changes in outstanding RSUs in 2023 and 2022:
| 2023 | | 2022 | |
| | | | | |
| | | | | |
| | | | | |
| No. of | | | |
| RSU\u2019s | | | |
| | Weighted avg. | | |
| | exercise price | | |
| | (in NOK) | | |
| | | | |
| | | | |
| | | No. of | |
| | | RSU\u2019s | |
| | | | Weighted avg. |
| | | | exercise price |
| | | | (in NOK) |
| | | | | |
| | | | | |
| Outstanding at 1 January | 802 921 | 0.10 | 299 537 | 0.10 |
| Granted during the period | 1 931 997 | 0.10 | 638 595 | 0.10 |
| Exercised during the period | -103 789 | 0.10 | -135 211 | 0.10 |
| Modifications | -2 543 422 | 0.60 | | |
| Forfeited | - | - | - | - |
| Expired | - | - | - | - |
| Outstanding no. of Restricted | | | | |
| Stock Units at end of period | | | | |
| 87 707 | 0.60 | 802 921 | 0.10 |
From 1 January 2024 to 25 April 2024 no RSUs have been granted to Board of Directors.
12. 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 | | |
| | | |
| 2023 | 2022 |
| | | |
| Consultancy, advisors' expenses and IR | 5 372 | 5 020 |
| Travel expenses | 1 223 | 1 605 |
| Facilities expenses | 898 | 565 |
| IT services and IT-related accessories | 1 965 | 1 706 |
| Conferences and training | 434 | 382 |
| Other | 4 629 | 2 211 |
| Government Grants | - | -35 |
| Total operating expenses | 14 522 | 11 454 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialInstrumentsExplanatory_E53_CY": {
"value": "13. 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\u00b4s 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\u2019s
contractual cash flow characteristics and the Group\u2019s 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:
\u2022
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\u2019s 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 \u2018pass-through\u2019 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. As at 31 December 2023
and 2022 the Group have TNOK 108 and TNOK 6250 in trade receivables, TNOK negative 895 and
TNOK 3 904 in government grant receivables and the Group have TNOK 0 and TNOK 1 261 in short-
term deposits. 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.
Derivatives are financial liabilities when the fair value is negative, accounted for similarly as
derivatives as assets.
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.
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
and will be reevaluated annually at subsequent measurement according to under IFRS 9 as long as
the conversion right exists.
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 21
Interest-bearing debt and 22 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 consist of interest expense
and exchange loss.
Finance income is:
| Amounts in NOK thousands | | |
| | |
| 2023 | 2022 |
| | | |
| Interest income on bank deposit | 347 | 211 |
| Interest income on Money Market fund, Nordea Likviditet III | 309 | 325 |
| Interest income on tax repaid | 2 | - |
| Net currency gain - bank and other operating items | 884 | 2823 |
| Other finance income | - | - |
| Total finance income | 1 541 | 3 360 |
Finance expense is:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| | | |
| Interest expense \u2013 Business Finland Loan | 3 512 | 4 613 |
| Interest expense on lease liabilities | 18 | 229 |
| Other interest expense | 27 | 152 |
| Other finance expense | 8 217 | 103 |
| Total finance expense | 11 774 | 5 097 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_E67_CY": {
"value": "14. 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. 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 18
million at 31 December 2023 (31 December 2022: NOK 529 million). Targovax Solutions AS has a
total tax carried forward of NOK 594 million (31 December 2022: NOK 568 million). Circio AB has a
total tax loss carried forward of NOK 22 million at 31 December 2023 (31 December 2022: NOK 6
million). The research and development expenses in Targovax Oy is fiscally capitalized for tax
purposes resulting in a temporary difference of NOK 418 million at 31 December 2023 and NOK 390
million at 31 December 2022.
Accumulated tax losses from Targovax OY
\u2019
s operations amounts to EUR 19.8 million as of 31
December 2023 and EUR 22.1 million as of 31 December 2022. With a current tax rate in Finland of
20%, the corresponding deferred tax asset is EUR 4.0 million as at 31 December 2023 and EUR 4.4
million as at 31 December 2022. Targovax OY has not recognized any deferred taxes under FGAAP.
Tax losses in Finland can be carried forward and offset against taxable income in ten years for tax
purposes. Targovax OY has not generated taxable income in prior years and is not expected to
generate taxable income in the nearest future. Due to the uncertainty for future taxable profit within
the ten years limitation of use, the company has assessed that it cannot be considered as probable
that future taxable profit can be used against the tax losses carried forward.
However, the Group has recognized a deferred tax liability on temporary differences on the acquired
intangible assets, per 31 December 2021 this amount of NOK 59.3 million. As the intangible asset
were impaired in full per 31 December 2022, the recognized deferred tax liability as per 31 December
2022 of NOK 60.4 million was derecognized.
The tax effects of temporary differences and tax losses carried forward at
31 December are as follows:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Intangible and fixed assets | -11 | -1 108 |
| Capitalized R&D for tax purposes | -417 521 | -390 329 |
| Leasing | - | -180 |
| Borrowings | 3 649 | 5 991 |
| Share options and RSUs | -37 | -89 |
| Financial instruments | 37 | 25 |
| Tax loss carried forward | -855 544 | -810 664 |
| Temporary differences and tax losses carried forward | | |
| at 31.12 | | |
| -1 269 426 | -1 196 354 |
| Temporary differences and tax losses carried forward | | |
| at 31.12 not recognized | | |
| | | |
| 1 269 426 | 1 196 354 |
| Deferred tax asset (22%/20%) not recognized | 279 274 | 263 198 |
| Deferred tax asset 31.12 | - | - |
| Recognized temporary differences at 31.12 | | |
| | | |
| - | - |
| Deferred tax liability 31.12 | - | - |
The tax on the Group\u2019s 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 | | |
| | | |
| 2023 | 2022 |
| Loss before income tax | -110 736 | -495 328 |
| Tax calculated at domestic rate (22%) / (22%) | -24 362 | -108 972 |
| Tax effect permanent differences | -440 | -844 |
| Tax effect of change in tax rates | - | - |
| Change in deferred tax asset not recognized | 23 668 | 163 258 |
| Effect on different tax rates in countries in which | | |
| the Group operates | | |
| 1 134 | 8 987 |
| Other | - | - |
| Tax income / expense (-) | | |
| 0 62 | 430 |
15. Intangible assets and impairment test
Intangible assets
Intangible assets that relate to intellectual property rights acquired through licensing or assigning
patents and know-how are carried at historical cost less accumulated amortization, where the useful
life is finite, and the asset is likely to generate economic benefits exceeding costs. Where a finite
useful life of the acquired intangible asset cannot be determined, the asset is not subject to
amortization, but is when indication, or at least tested annually for impairment. Acquired intangible
assets will not be subject to amortization until market authorization is obtained with the regulatory
authorities and the intangible assets are available for use. Amortization on items of Intangible assets
will be amortized using the straight-line method to allocate their cost to their residual values over
their estimated useful lives.
Research costs are recognized in the statement of profit or loss as incurred. Internal development
costs related to the Group\u2019s development of products are recognized in the statement of profit or
loss in the year in which they are incurred unless they meet the recognition criteria of IAS 38,
\u201cIntangible assets.\u201d Uncertainties related to the regulatory approval process and other factors
generally means that the criteria are not met until the time when the marketing authorization is
obtained with the regulatory authorities.
Impairment of non-financial assets
Assets that are subject to amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill
that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
Intangible assets consist of:
Patents and license fees with estimated useful live of 10 years
Capitalized value related to the acquisition of Oncos Therapeutics OY, not subject to amortization
before market authorization is obtained, fully impaired for accounting purposes in 2022.
| Amounts in NOK thousands | | | |
| | | | |
| Patents and | | |
| licence fees | | |
| | Oncos Therapeutics | |
| | OY acq | |
| | usition | |
| | | Total |
| | | | |
| Cost: | | | |
| | | | |
| 2022 | | | |
| | | | |
| Opening balance | - | 371 727 | 371 727 |
| Additions | 24 | - | 24 |
| Exchange differences | - | 19 538 | 19 538 |
| At 31 December 2022 | 24 | 391 265 | 391 572 |
| | | | |
| 2023 | | | |
| | | | |
| Opening balance | 24 | 391 265 | 391 572 |
| Additions | - | - | - |
| Exchange differences | - | - | - |
| At 31 December 2023 | 24 | 391 265 | 391 572 |
| | | | |
| Accumulated depreciation and impairment: | | | |
| 2022 | | | |
| | | | |
| Opening balance | - | - | - |
| Depreciation and impairment | 3 | 391 265 | 391 268 |
| At 31 December 2022 | 3 | 391 265 | 391 268 |
| | | | |
| 2023 | | | |
| | | | |
| Opening balance | 3 | 391 265 | - |
| Depreciation and impairment | | | |
| 8 | - | 391 268 |
| At 31 December 2023 | 11 | 391 265 | 391 268 |
| | | | |
| Carrying amount: | | | |
| At 31 December 2022 | 22 | - | 22 |
| At 31 December 2023 | 13 | - | 13 |
The main part of the intangible assets is derived from the acquisition of Oncos Therapeutics OY
which was completed in July 2015 and related to the development of ONCOS-102, which is a virus-
based immunotherapy platform.
Intangible assets are tested for impairment at least annually, or when there are indications of
impairment.
The value of the intangible assets is estimated using a model of discounted cash flows. As the
valuation is sensitive to the outcome of a set of assumptions, the result from the valuation is limited
to only ensure sufficient certainty for the recognized amount in the financial statement and is not
considered as a complete valuation of the full potential of ONCOS-102.
A discounted cash flow model is in its nature uncertain, especially for an early-stage compound like
ONCOS-102. Key model assumptions are based on parameters observed in the market today, as well
as management
\u2019
s own predictions and financial forecasts.
ONCOS-102 has been tested for impairment in those cancer indications with the most mature path-
to-market outlook and strategy, of which checkpoint inhibitor refractory melanoma is considered the
indication with the shortest path-to-market. ONCOS-102 has shown strong data in phase 1 and a
scientifically solid and differentiated phase 2 development plan has been established, endorsed by
international cancer experts, partners, and regulators. However, in order to conserve capital, the
company has made the decision to only proceed with the phase 2 program once a partnership and /
or additional financing has been secured. The recognized intangible asset related to the acquisition
of Oncos Therapeutics OY of NOK 391 million was therefore fully impaired as at 31 December 2022.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfImpairmentOfAssetsExplanatory_E66_CY": {
"value": "
15. Intangible assets and impairment test
Intangible assets
Intangible assets that relate to intellectual property rights acquired through licensing or assigning
patents and know-how are carried at historical cost less accumulated amortization, where the useful
life is finite, and the asset is likely to generate economic benefits exceeding costs. Where a finite
useful life of the acquired intangible asset cannot be determined, the asset is not subject to
amortization, but is when indication, or at least tested annually for impairment. Acquired intangible
assets will not be subject to amortization until market authorization is obtained with the regulatory
authorities and the intangible assets are available for use. Amortization on items of Intangible assets
will be amortized using the straight-line method to allocate their cost to their residual values over
their estimated useful lives.
Research costs are recognized in the statement of profit or loss as incurred. Internal development
costs related to the Group\u2019s development of products are recognized in the statement of profit or
loss in the year in which they are incurred unless they meet the recognition criteria of IAS 38,
\u201cIntangible assets.\u201d Uncertainties related to the regulatory approval process and other factors
generally means that the criteria are not met until the time when the marketing authorization is
obtained with the regulatory authorities.
Impairment of non-financial assets
Assets that are subject to amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognized for the amount by which the asset\u2019s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset\u2019s fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill
that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
Intangible assets consist of:
Patents and license fees with estimated useful live of 10 years
Capitalized value related to the acquisition of Oncos Therapeutics OY, not subject to amortization
before market authorization is obtained, fully impaired for accounting purposes in 2022.
| Amounts in NOK thousands | | | |
| | | | |
| Patents and | | |
| licence fees | | |
| | Oncos Therapeutics | |
| | OY acq | |
| | usition | |
| | | Total |
| | | | |
| Cost: | | | |
| | | | |
| 2022 | | | |
| | | | |
| Opening balance | - | 371 727 | 371 727 |
| Additions | 24 | - | 24 |
| Exchange differences | - | 19 538 | 19 538 |
| At 31 December 2022 | 24 | 391 265 | 391 572 |
| | | | |
| 2023 | | | |
| | | | |
| Opening balance | 24 | 391 265 | 391 572 |
| Additions | - | - | - |
| Exchange differences | - | - | - |
| At 31 December 2023 | 24 | 391 265 | 391 572 |
| | | | |
| Accumulated depreciation and impairment: | | | |
| 2022 | | | |
| | | | |
| Opening balance | - | - | - |
| Depreciation and impairment | 3 | 391 265 | 391 268 |
| At 31 December 2022 | 3 | 391 265 | 391 268 |
| | | | |
| 2023 | | | |
| | | | |
| Opening balance | 3 | 391 265 | - |
| Depreciation and impairment | | | |
| 8 | - | 391 268 |
| At 31 December 2023 | 11 | 391 265 | 391 268 |
| | | | |
| Carrying amount: | | | |
| At 31 December 2022 | 22 | - | 22 |
| At 31 December 2023 | 13 | - | 13 |
The main part of the intangible assets is derived from the acquisition of Oncos Therapeutics OY
which was completed in July 2015 and related to the development of ONCOS-102, which is a virus-
based immunotherapy platform.
Intangible assets are tested for impairment at least annually, or when there are indications of
impairment.
The value of the intangible assets is estimated using a model of discounted cash flows. As the
valuation is sensitive to the outcome of a set of assumptions, the result from the valuation is limited
to only ensure sufficient certainty for the recognized amount in the financial statement and is not
considered as a complete valuation of the full potential of ONCOS-102.
A discounted cash flow model is in its nature uncertain, especially for an early-stage compound like
ONCOS-102. Key model assumptions are based on parameters observed in the market today, as well
as management
\u2019
s own predictions and financial forecasts.
ONCOS-102 has been tested for impairment in those cancer indications with the most mature path-
to-market outlook and strategy, of which checkpoint inhibitor refractory melanoma is considered the
indication with the shortest path-to-market. ONCOS-102 has shown strong data in phase 1 and a
scientifically solid and differentiated phase 2 development plan has been established, endorsed by
international cancer experts, partners, and regulators. However, in order to conserve capital, the
company has made the decision to only proceed with the phase 2 program once a partnership and /
or additional financing has been secured. The recognized intangible asset related to the acquisition
of Oncos Therapeutics OY of NOK 391 million was therefore fully impaired as at 31 December 2022.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfPropertyPlantAndEquipmentExplanatory_E109_CY": {
"value": "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:
Office equipment with estimated useful life of 5 years. No impairment losses have been recognized.
Bioreactor with estimated useful life of 10 years. No impairment losses have been recognized.
| Amounts in NOK thousands | | | |
| | | | |
| Machinery and | | |
| equipment | | |
| | Furniture, | |
| | fittings | |
| | | | |
| | | Total |
| Cost | | | |
| 2022 | | | |
| Opening balance | - | 2 077 | 2 077 |
| Additions | 4 935 | - | 4 935 |
| Exchange differences | 77 | 4 | 81 |
| At 31 December 2022 | 5 012 | 2 080 | 7 092 |
| 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 |
| Accumulated depreciation and impairment | | | |
| 2022 | | | |
| Opening balance | - | 1 966 | 1 966 |
| Depreciation and impairment charge | 42 | 50 | 92 |
| At 31 December 2022 | 42 | 2 016 | 2 058 |
| 2023 | | | |
| Opening balance | 42 | 2 016 | 2 058 |
| Depreciation and impairment charge | 434 | 26 | 460 |
| At 31 December 2023 | 476 | 2 042 | 2 518 |
| Carrying amount: | | | |
| At 31 December 2022 | 4 970 | 65 | |
| | | |
| | | 5 035 |
At 31 December 2023 - - -
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfLeasesExplanatory_E87_CY": {
"value": "17. Leases
Accounting policies
Identifying a lease
At the inception of a contract, The Group assesses whether the contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To determine whether a contract conveys
the right to control the use of an identified asset, the Group assesses whether:
\u2022
The agreement creates enforceable rights of payment and obligations
\u2022
The identified asset is physically distinct
\u2022
It has the right to obtain substantially all of the economic benefits from use of the asset
\u2022
It has the right to direct he use of the asset
\u2022
The supplier does not have a substantive right to substitute the asset throughout the
period of use
Separating components in the lease contract
For contracts that constitutes, or contains a lease, the Group separates lease components if it
benefits from the use of each underlying asset either on its own or together with other resources that
are readily available, and the underlying asset is neither highly dependent on, nor highly interrelated
with, the other underlying assets in the contract. The Group then accounts for each lease component
within the contract as a lease separately from non-lease components of the contract. The Group
allocates the consideration in the contract to each lease component on the basis of the relative
stand-alone price of the lease component and the aggregate stand-alone price of the non-lease
components. If an observable stand-alone price is not readily available, the Group estimates this
price by maximising the use of observable information.
Recognition of leases and exemptions
At the lease commencement date, the Group recognizes a lease liability and corresponding right-of-
use asset for all lease agreements in which it is the lessee, except for the following exemptions
applied:
\u2022
Short-term leases (defined as 12 months or less)
\u2022
Low value assets
For these leases, the Group recognizes the lease payments as Other operating expenses in the
statement of profit or loss when they incur.
Measuring the lease liability
The lease liability is initially measured at the present value of the lease payments for the right to
use the underlying asset during the lease term that are not paid at the commencement date.
The lease term represents the non-cancellable period of the lease, together with periods
covered by an option to extend the lease when the Group is reasonably certain to exercise this
option, and periods covered by an option to terminate the lease if the Group is reasonably
certain not to exercise that option.
The lease payments included in the measurement comprise of:
\u2022
Fixed lease payments (including in-substance fixed payments), less any lease incentives
receivable
\u2022
Variable lease payments that depend on an index or a rate, initially measured using the
index or rate as at the commencement date
\u2022
Amount expected to be payable by the Group under residual value guarantees
\u2022
The exercise price of a purchase option, if the Group is reasonably certain to exercise that
option
\u2022
Payments of penalties for terminating the lease, if the lease term reflects the Group
exercising an option to terminate the lease.
The Group do not include variable lease payments in the lease liability arising from contracted
index regulations subject to future events, such as inflation. Instead, the Group recognizes
these costs in profit or loss in the period in which the event or condition that triggers those
payments occurs.
The lease liability is subsequently measured by increasing the carrying amount to reflect
interest on the lease liability, reducing the carrying amount to reflect the lease payments made
and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to
reflect adjustments in lease payments due to an adjustment in an index or rate.
Group presents its lease liabilities as separate line items in the statement of financial position.
Measuring the right-of-use asset
The right-of-use asset is initially measured at cost. The cost of the right-of-use asset comprise:
\u2022
The amount of the initial measurement of the lease liability
\u2022
Any lease payments made at or before the commencement date, less any lease incentives
received
\u2022
Any initial direct costs incurred by the Group
\u2022
An estimate of costs to be incurred by the Group in dismantling and removing the
underlying asset, restoring the site on which it is located or restoring the underlying asset
to the condition required by the terms and conditions of the lease, unless those costs are
incurred to produce inventories.
The right-of-use asset is subsequently measured at cost less accumulated depreciation and
impairment losses. The Group applies the depreciation requirements in IAS 16
Property, Plant
and Equipment
in depreciating the right-of-use asset, except that the right-of-use asset is
depreciated from the commencement date to the earlier of the lease term and the remaining
useful life of the right-of-use asset. The Group has elected to not apply the revaluation model
for its right of use asset for leased buildings.
The Group applies IAS 36
Impairment of Assets
to determine whether the right-of-use asset is
impaired and to account for any impairment loss identified.
Group presents it's right-of-use assets as separate line items in the consolidated statement of
financial position. However, all the Groups lease agreements are terminated as of 31 December
2023, hence no lease assets nor lease liabilities in the statement of financial position at end of 2023.
Right-of-use assets
The Group leases offices and other facilities, machinery and equipment. The Group's right-of-use
assets are categorized and presented in the table below:
| Right-of use assets | | |
| | | |
| Buildings | Total |
| Amounts in NOK thousands | | |
| | | |
| Acquisition cost 1 January 2022 | 4 678 | 4 678 |
| Addition of right-of use assets | 0 | 0 |
| Disposals | | |
| Acquisition cost 31 December 2022 | 4 678 | 4 678 |
| | | |
| Accumulated depreciation and impairment 1 January 2022 | 2 134 | 2 134 |
| Depreciation | | |
| | | |
| 1 313 | |
| | | |
| | 1 313 |
| | | |
| Disposals | - | - |
| Currency exchange differences | -15 | -15 |
| Accumulated depreciation and impairment 31 December 2022 | 3 432 | 3 432 |
| Carrying amount of right-of-use assets 31 December 2022 | 1 246 | 1 246 |
| | | |
| | | |
| Acquisition cost 1 January 2023 | 4 678 | 4 678 |
| Addition of right-of use assets | | |
| | | |
| 0 | 0 |
| Disp | | |
| osals | | |
| | | |
| | | |
| Acquisition cost 31 December 2023 | 4 678 | 4 678 |
| | | |
| Accumulated depreciation and impairment 1 January 2023 | 3 432 | 3 432 |
| Depreciation | | |
| | | |
| 1265 | 1265 |
| Disposals | | |
| | | |
| - | - |
| Currency exchange differences | | |
| | | |
| -19 | -19 |
| Accumulated depreciation and impairment 31 December 2023 | 4 678 | 4 678 |
| Carrying amount of right-of-use assets 31 December 2023 | 0 | 0 |
| Remaining lease term | | |
| | | |
| 0 year | |
0B
Lease liabilities
| Summary of the lease liabilities | Total |
| Amounts in NOK thousands | |
| | |
| | |
| Total lease liabilities at 01.01.2022 | 2 725 |
| New lease liabilities recognized in the year | |
| | |
| - |
| Disposal of lease liabilities | - |
| Cash payments for the principal portion of the lease liability | |
| | |
| -1 515 |
| Cash payments for the interest portion of the lease liability | |
| | |
| | - |
| Interest expense on lease liabilities | |
| | |
| | 229 |
| Currency exchange differences | |
| | |
| | 17 |
| Total lease liabilities at 31 December 2022 | 1 455 |
| | |
| Total lease liabilities at 01.01.2023 | 1 455 |
| New lease liabilities recognized in the year | - |
| Disposal of lease liabilities | - |
| Cash payments for the principal portion of the lease liability | |
| | |
| -1 492 |
| Cash payments for the interest portion of the lease liability | - |
| Interest expense on lease liabilities | 18 |
| Currency exchange differences | 19 |
| Total lease liabilities at 31 December 2023 | - |
Summary of other lease expenses recognized in profit or loss
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Variable lease payments expensed in the period | | |
| | | |
| - | - |
| Operating expenses in the period related to short-term leases | 114 | 50 |
| Operating expenses in the period related to low value assets | - | - |
| Total lease expenses included in other operating expenses | 114 | 50 |
Please see note 22. Current liabilities for current lease liabilities and Statement of cash flow for cash
outflow for leases.
The leases do not contain any restrictions on the Group
\u2019
s dividend policy or financing. The Group
does not have significant residual value guarantees related to its leases to disclose. The Group has
not been granted any rent concessions due to the COVID-19 pandemic in 2023 or 2022.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLeasesExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfTradeAndOtherReceivablesExplanatory_E130_CY": {
"value": "18. Receivables
A receivable represents the Group\u2019s 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\u2019s 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 | | |
| | | |
| 2023 | 2022 |
| Trade receivables | 108 | 6 250 |
| Receivable government grants | -895 | 3 904 |
| Short-term deposits | - | 1 216 |
| Financial asset receivables | -787 | 11 370 |
| Other receivables | 6 659 | 16 728 |
| Total receivables | 5 872 | 28 097 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_E17_CY": {
"value": "19. 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 | | |
| | | |
| 2023 | 2022 |
| Bank deposits | 21 900 | 35 374 |
| Money Market fund, Nordea Likviditet III | 350 | 30 641 |
| Total cash and cash equivalents | | |
| 22 250 | 66 015 |
Restricted cash specification:
| Amounts in NOK thousands | | |
| | | |
| 2023 | 2022 |
| Income tax withholding from employee | 1 436 | 1 832 |
| Rent deposits | | |
| 1 | | |
| - | 952 |
| Other | | |
| 1 | | |
| - | 264 |
| Total restricted cash | 1 436 | 3 048 |
1 Classified as Receivables.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2023-01-01T00:00:00/2024-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory_E123_CY": {
"value": "
20. Share capital and shareholder information
At the extraordinary general meeting (EGM) in March 2023, the EGM approved the
convertible bond facility with Atlas Special Opportunities, LLC (\u201cAtlas\u201d). The Company\u2019s
Board of Directors has in 2023, in accordance with the authorization granted by the
extraordinary general meeting in March 2023, resolved to increase the share capital by the
issuance of 1 187 892 new shares, each with a par value of NOK 0.60 in order to facilitate
the conversion of convertible bonds.
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.
Share capital as at 31 December 2023 is 4 484 286.60 (31 December 2022: 18 847 378.30)
comprising 7 473 811 ordinary shares at nominal value NOK 0.60 (31 December 2022:
188 473 783 at NOK 0.10). All shares carry equal voting rights.
The movement in the number of shares during the period was as follows:
| 2023 | 2022 |
| | | |
| | | |
| | | |
| Ordinary shares at beginning of period | 188 473 783 | 188 326 591 |
| Modifications due to reverse share split Oct | | |
| 2023 1) | | |
| | | |
| | -182 191 324 | - |
| Share issuance \u2013 Reverse split | 0 | - |
| Share issuance \u2013 Bond agreement | 1 187 892 | - |
| Share issuance, employee RSUs | 3 460 | 147 195 |
| Ordinary shares at end of period | 7 473 811 | 188 473 783 |
1) Number of shares in 2023 is adjusted for reverse share split, hence consolidated in the
ratio of 30:1.
The 20 largest shareholders are as follows at 31 December 2023:
| Shareholder | # shares | % |
| | | |
| H\u00f8se AS | 587 589 | 7.9 % |
| Nordnet Bank AB | 208 858 | 2.8 % |
| B\u00e6kkelaget Holding AS | 183 018 | 2.4 % |
| Radforsk Investeringsstiftelse | 147 575 | 2.0 % |
| Goldman Sachs International | 122 897 | 1.6 % |
| Egil Pettersen | 118 130 | 1.6 % |
| Roy Kristoffer Hellum | 117 277 | 1.6 % |
| Trond Are Selsbak | 116 500 | 1.6 % |
| Ola Andre Skotheim | 107 000 | 1.4 % |
| Nordnet Livsforsikring As | 105 786 | 1.4 % |
| Vaktmestergruppen AS | 87 610 | 1.2 % |
| Kjell Olav Lunde | 80 000 | 1.1 % |
| Citibank, N.A. | 77 097 | 1.0% |
| Brettel \u00d8konomi AS | 75 000 | 1.0 % |
| NCS Energy Consultants AS | 75 000 | 1.0 % |
| Danske Bank A/S | 74 888 | 1.0 % |
| Arild Staxwold Skipperud | 70 400 | 0.9 % |
| Rune Ramsvik | 70 000 | 0.9 % |
| Ragnvald Gabrielsen AS | 65 197 | 0.9 % |
| Pettersen Gruppen AS | 60 367 | 0.8 % |
| 20 largest shareholders | | |
| | | |
| 2 550 189 | |
| | | |
| | 34.1 % |
| | | |
| Other shareholders (5 523) | | |
| | | |
| 4 923 622 | |
| | | |
| | 65.9 % |
| | | |
| Total shareholders | | |
| | | |
| 7 473 811 | |
| | | |
| | 100.0 % |
The 20 largest shareholders are as follows at 31 December 2022:
| Shareholder | # shares | % |
| | | |
| HealthCap | 12 405 584 | 6.6 % |
| Avanza Bank Ab | 6 780 335 | 3.6 % |
| Goldman Sachs International | 5 186 163 | 2.8 % |
| B\u00e6kkelaget Holding As | 5 053 867 | 2.7 % |
| Radforsk Investeringsstiftelse | 4 427 255 | 2.3 % |
| Sivilingen\u00f8r Jon-Arild Andreassen AS | 4 343 611 | 2.3 % |
| Nordnet Bank AB | 4 272 388 | 2.3 % |
| H\u00f8se As | 3 069 012 | 1.6 % |
| Nordnet Livsforsikring AS | 2 721 999 | 1.4 % |
| Thorendahl Invest AS | 2 000 000 | 1.1 % |
| Danske Bank AS | 1 979 138 | 1.1 % |
| Vaktmestergruppen AS | 1 911 241 | 1.0 % |
| Pettersen Gruppen AS | 1 708 408 | 0.9 % |
| Egil Pettersen | 1 548 889 | 0.8 % |
| Tor Westerheim | 1 437 500 | 0.8 % |
| Arild Staxwold Skipperud | 1 401 405 | 0.7 % |
| The Bank Of New York Mellon SA/NV | 1 292 313 | 0.7 % |
| Ove Steinar Farstad | 1 264 449 | 0.7 % |
| Espen Olsen | 1 200 000 | 0.6 % |
| UBS Switzerland AG | 1 086 050 | 0.6 % |
| 20 largest shareholders | 65 089 607 | 34.5 % |
| Other shareholders (6 549) | 123 384 176 | 65.5 % |
| Total shareholders | 188 473 783 | 100.0 % |
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 | | |
| | | |
| 2023 | 2022 |
| | | |
| Loss for the period | -110 736 | -432 898 |
| Average number of outstanding shares during the | 6 783 | 188 432 |
| Earnings/ loss per share - basic and diluted | -16.33 | -2.30 |
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.
21. Interest-bearing debt
Interest-bearing liabilities have been granted by governmental institution with special terms
such as a low interest rate (1% currently), hence the loans shall be divided to financial liability
and government grant components.
The financial liability shall initially be recognized at fair value and subsequently at amortized
cost using effective interest method. The grant component shall be 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 \u2018loan 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 booked as addition to interest
expenses in the statement of profit or loss. The separated government grant is booked as a
reduction of operating expenses in the statement of profit or loss in the period when it has
been received.
Business Finland is a publicly financed funding agency that finances research and
development activities for young innovative companies in Finland. The Finnish trade
promotion organization and the Finnish Funding Agency for Technology and Innovation
(TEKES) united as Business Finland in 2018.
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 (EUR 6.5 million as of 31 December 2022). An additional loan approval of EUR 0.5
million was granted to one of the existing Business Finland loans during 1st quarter 2020. No
additions to the Business Finland loans were granted during 2023 or 2022. Currently, the
Group has no long-term debt.
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 expected to be fulfilled during first
quarter of 2024. The total debt of EUR 6.2 million was short-term as per 31 December 2023,
and EUR 0.4 million of the total debt of EUR 6.5 million was short-term as per 31 December
2022.
Pursuant to IFRS, these loans have a grant element due to the low interest rate they carry.
The loan periods of the R&D loans are usually 10 years, of which the first five years are free of
repayment. One of the loans are repaid in equal annual installments during the latter nine
years, (2021-2029), one loan during the latter five years (2022-2026) and one during the latter
six years (2023-2028). Annual interest is paid yearly throughout the entire loan period. The
applicable interest rate under the R&D loans is the European Central Bank\u2019s steering rate less
3 percentage points per annum, although not less than 1%.
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, and NOK 4.0 million as at
31 December 2022.
Should the project fail, it is possible to get a remission on part of the debt in accordance with
the EU competition legislation. The final amount of the non-recovered part of the principal
depends on factors such as the time and the materialized interest rate trend. The final sum
will be determined when an eventual decision on non-recovery is made. Circio Group has
issued an on-demand guarantee in favor of Business Finland for the repayment obligation of
Targovax OY under the R&D loans. The loan agreements include no financial covenants.
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 2021 | 61 066 |
| Cash flow from financing activities | -2 086 |
| Exchange differences | -3 016 |
| Additions financial liabilities | - |
| Change to loan repayment schedules | - |
| Other transactions without cash settlement | 3 968 |
| 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 |
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},
"fact_circio_DisclosureOfCurrentLiabilitiesExplanatory_D1212709072_CY": {
"value": "22. Current liabilities
The Group\u2019s current liabilities consists of financial liabilities as the short-term part of the EUR
6 209 888 loan from Business Finland (see note 21 Interest-bearing debt), short-term lease
liabilities and trade payables, and other current liabilities as withholding taxes and accrued
expenses and are classified as \"current liabilities\". Trade payable 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 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 | | |
| | | |
| 2023 | 2022 |
| | | |
| Interest-bearing liabilities | 66 153 | 4 531 |
| Convertible bond | 44 500 | - |
| Short-term lease liabilities | - | 1 455 |
| Trade payables | 3 450 | 11 383 |
| Financial liabilities | 114 102 | 17 370 |
| Other current liabilities | 10 369 | 23 045 |
| Total current liabilities | 124 471 | 40 415 |
",
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"value": "
23. Convertible bond
In February 2023, Circio 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 Circio
held in March 2023, and an amendment agreement was later approved at an EGM in September.
The financing agreement with Atlas was entered into to enable Circio to support and progress its two
R&D programs until important data can be generated and other sources of financing become
available:
o
Platform development and generation of
in vivo
proof-of-concept data for the circVec
circRNA platform, an area of rapidly growing interest among big pharma and biotech.
o
Supporting three clinical trials with the enhanced TG01/QS-21 KRAS cancer vaccine in the
USA and Norway.
The convertible bond facility with Atlas, which will become a back-up financing option subsequent to
a successful financing during Q2 2024, provides the Group with access to up to gross NOK 300
million over three years.
The financing is made available to Circio through tranches of convertible bonds. For each tranche,
Circio needs to demonstrate that it complies with all condition precedents which are a combination
of legal, regulatory and financial conditions. The first tranche, with an aggregate nominal value of
NOK 37.5 million, was exercised in March 2023. The second tranche of NOK 21.5 million was
exercised in August 2023 and issued in three installments of NOK 7.5 million, NOK 7 million and NOK
7 million, in September, October and December 2023 respectively. The cool down period after the
second tranche ended on 1 March 2024.
It is at Circio\u2019 s discretion to decide when and how many tranches are called upon over the 3-year
agreement period, thereby providing flexible access to capital. In the amended Investment Agreement
approved at the EGM in September 2023, it was agreed to change the bond denomination to NOK
500,000 and Atlas was granted a one-time option to request convertible bonds in an amount of up to
NOK 30 million, valid for a period of 24 months after approval in September 2023. For access to its
capital over 3 years, Circio is paying Atlas a 2% fee (6m NOK) which was deducted from the first
tranche.
The convertible bonds are subscribed at 92 percent of nominal value of each convertible bond and
would provide Circio with a total net amount of up to NOK 276 million in new capital. From these net
proceeds, Circio needs to pay legal, administrative and other fees so that the net proceeds are slightly
reduced. The bonds will not carry any interest and can be converted into shares at the discretion of
Atlas, at a price determined as 100 percent of the average volume weighted share price (VWAP) of
three of the last 15 trading days preceding the bond conversion request by Atlas. After conversion,
Atlas may sell the Circio shares in the market subject to certain pre-defined restrictions. Circio retains
the right to repurchase unconverted bonds at any time at 110 percent of nominal value.
In any future situation where the Group would want to request additional funding under the
Investment Agreement with Atlas, and the conditions precedents are not met, the Group may not be
able to obtain the requested funding from Atlas on the agreed commercial terms. In such a situation,
the Board and management will be taking actions and enter into a dialog with Atlas to address these
issues to enable access to future tranches, when needed. The issue can be resolved by either
reducing the tranche size and/or implementing modifications to the agreement for a waiver of the
conditions precedents.
In August 2023, the condition precedence related to the monthly trading value was not met prior to
calling the 2
nd
tranche and consequently the size and conditions were adjusted accordingly.
Any outstanding bonds will mature in full on the maturity date, 24 March 2026, and shall be converted
to shares by Atlas, at the Conversion Price defined by the agreement.
The use of the convertible bond facility and the subsequent conversion of bonds will lead to dilution
of the Group's shareholders. Atlas is not a long investor but is expected to sell the shares following
each conversion of a bond. As of 31 December, Atlas has converted 29 of the total 118 issued bonds.
A higher or increasing share price will help in reducing the dilution from each conversion. Circio is
aware of the share price dynamics and plans to use the convertible bond facility only when absolutely
needed while management is seeking to secure new capital from specialists or long investors.
The Company\u2019s Board of Directors has in 2023, in accordance with the authorization granted by the
extraordinary general meeting in March 2023, resolved to increase the share capital with NOK
712 735,02 by the issuance of 1 187 892 new shares, each with a par value of NOK 0.60 in order to
facilitate the conversion of convertible bonds.
The convertible loan is classified as a financial liability and measured at amortized cost. 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 zero value at initial recognition
and will be reevaluated annually under subsequent measurement according to IFRS 9 as long as the
conversion right exists.
The 8% fee is recognized as finance expense in the statement of profit and loss at the issue date of
the convertible bond. For the full year 2023, fees comprising NOK 6,7 million were expensed related
to the first tranche and second tranche of NOK 37.5 million and 21.5 million respectively.
NOK 6 million, the 2% fee of the loan facility of NOK 300 million, is recognized as a prepaid expense,
classified as receivable in the statement of financial position. The fee is amortized over the three-year
loan period and recognized as finance expense in the statement of profit and loss. For the full year
2023 NOK 1.5 million of the 6 million was expensed.
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"fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_E42_CY": {
"value": "24. Events after the reporting date
Post-period highlights
In January 2024, it was announced that Business Finland has approved Circio\u2019s application for a
waiver in full of three R&D loans totaling EUR 6.2 granted for the development of ONCOS-102. As a
result, Circio\u2019s equity will be increased by a corresponding amount.
In March 2024, following the approval by the Chinese National Medical Products Administration
(NMPA) of the investigational new drug (IND) application, IOVaxis exercised the option for an
exclusive license to mutant RAS cancer vaccine TG01 in China. The parties agreed that IOVaxis will
pay USD 300.000 of the option fee to Circio immediately, and that the remaining payment will be due
by 15 September 2024.
In April 2024, announced that it has terminated TG01 cancer vaccine license option agreement with
IOVaxis in China for non-payment. IOVaxis did not met the first financial payment milestone and
Circio therefore decided to terminate the TG01 license agreement in China and the Group will now
seek alternative partnering options in China for the TG01 program.
In April 2024, announced that it is initiating a fundraising process with the intent to raise around NOK
50-60 million or more in gross proceeds from existing shareholders and new investors in a partially
underwritten rights issue to be completed during Q2 2024. Existing convertible bond investor Atlas
Capital Markets is supportive of, and intends to participate in, the intended fundraising. Members of
Circio\u00b4s board and management have pre-committed to participate with around NOK 2 million,
including NOK 500.000 by CEO Dr. Erik D Wiklund. Circio will update the market in due time when the
structure and timing of the intended transaction have been determined.
In April 2024, announced that it has established early technical in vivo proof-of-concept for its
proprietary circVec circular RNA platform by demonstrating statistically significant improvement in
durability over mRNA-based expression. The circVec technology has broad potential, particularly to
enhance the potency and reduce cost of current gold-standard gene therapy, and the R&D strategy is
centered on this rapidly expanding therapeutic area.
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