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| | GROUP | PARENT |
|---|
| (Amounts in NOK thousands) | Note | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Cash flow from operating activities | | | | | |
|---|
| Profit/Loss before income tax | | -45,907 | 57,523 | -15,690 | -14,556 |
|---|
| Adjustments for: | | | | | |
|---|
| Finance income | 13 | -65 | -106,516 | -3 | -4 |
|---|
| Finance expense | 13 | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
| Interest received | 13 | 72 | 62 | 3 | 4 |
|---|
| Other finance income / expense | 13 | -322 | -144 | -119 | -20 |
|---|
| Share option and RSU expense | 11 | 1,240 | 950 | - | 65 |
|---|
| Depreciation, amortizations and impairments | 16 | 25 | -1,103 | -1,240 | -885 |
|---|
| Change in receivables | 17 | -2,426 | -1,605 | 926 | 1,660 |
|---|
| Change in other current liabilities | 21 | -3,363 | 3,802 | -2,237 | 3,305 |
|---|
| Net cash flow from /(used in) operating activities | | -45,824 | -40,532 | -12,188 | -4,174 |
|---|
| Cash flow from investing activities | | | | | |
|---|
| Purchases of property, plant, and equipment (PPE) | 16 | - | -189 | - | - |
|---|
| Net intra-group loan | | - | - | -37,048 | -29,675 |
|---|
| Net cash received from/(paid in) investing activities | | - | -189 | -37,048 | -29,675 |
|---|
| Cash flow from financing activities | | | | | |
|---|
| Interest paid | | - | - | - | - |
|---|
| Proceeds from convertible bond | 22 | 29,500 | 13,500 | 29,500 | 13,500 |
|---|
| Proceeds from Bridge Loan | 20 | 8,215 | - | 8,215 | - |
|---|
| Payment convertible bond fees | 22 | -4,118 | -2,584 | -4,118 | -2,584 |
|---|
| Net proceeds from RI, PP and warrants | | - | 25,719 | - | 25,719 |
|---|
| Net cash generated from financing activities | | 33,597 | 36,635 | 33,597 | 36,635 |
|---|
| Net increase/(decrease) in cash and cash equvivalents | | -12,227 | -4,086 | -15,639 | 2,786 |
|---|
| Net exchange gain/loss on cash and cash equivalents | | 22 | 92 | -3 | - |
|---|
| Cash and cash equivalents at beginning of period | | 18,255 | 22,250 | 15,754 | 12,967 |
|---|
| Cash and cash equivalents at end of period | 18 | 6,050 | 18,255 | 112 | 15,754 |
|---|
1. General information
Circio Holding ASA (OSE: CRNA) (\"the Company\") and its subsidiaries (together the Group) is a biotechnology company developing powerful circular RNA technology for next generation nucleic acid medicine.
The Group is building a unique circular RNA (circRNA) platform for nucleic acid medicine. The proprietary circVec technology is designed for efficient biogenesis of multifunctional circRNA from DNA, which can be developed for a broad range of diseases. The circVec platform has demonstrated enhanced and more durable protein expression than classic mRNA vector systems and has the potential to become the new gold-standard for DNA and virus-based therapeutics in the future. The circRNA R&D activities are being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden.
In addition, the Group is continuing to develop its legacy oncology program, TG01, targeting KRAS driver mutations. TG01 is currently being tested in clinical trials which are being run through academic collaborative networks, supported by prestigious research grants from Innovation Norway and the Norwegian Research Council.
The Company is a Norwegian public limited liability company listed on the Oslo Stock Exchange in Norway. The address of the registered office is c/o Mesh Community AS, Tordenskiolds gate 2, 0160 Oslo, Norway.
These financial statements have been approved for issue by the Board of Directors on 15 April 2026 and are subject to approval by the Annual General Meeting in May 2026.
2. Summary of material accounting principles
The principal accounting policies applied in the preparation of these consolidated financial statements are described in the respective notes, or if not, set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Amounts are in thousand Norwegian kroner unless stated otherwise.
Functional currency
The functional currency is determined in each entity in the Group based on the currency within the entity's primary economic environment. Transactions in foreign currency are translated to functional currency using the exchange rate at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated using the closing rate, non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction and non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. Changes in the exchange rate are recognized continuously in the accounting period.
Presentation currency
The Group\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.
2.1 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.
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.
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. As of 31 December 2025, Targovax Solutions AS located in Oslo Norway, 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 reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group\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 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 Going concern
The Group works continuously to ensure financial flexibility in the short and long-term to achieve its strategic and operational objectives. To date, the Group has financed its operations through private placements, repair offerings, grants, convertible bonds and the initial public offering in connection with the listing of the company\u2019s shares on Oslo Stock Exchange in 2016.
Funding of ongoing operations is and will depend on external sources for the foreseeable future, mainly equity contributions. Changes in financial market conditions can affect the climate and willingness for investments in biotech companies like Circio. Local events in Norway can also affect the Group\u2019s ability to raise additional funding. The Group continuously faces the risk that adequate sources of funding may not be available when needed or may not be available at favourable terms.
The Company\u2019s equity as of 31 December 2025 was positive. The Group's equity as of 31 December 2025, was negative and less than 50% of the registered share capital. According to the obligations of section 3-5 of the Public Companies Act (the \"Public Companies Act\"), the Board of directors is obligated in to inform the general assembly about the Company's financial position. While the Board of Directors regards the Group\u2019s negative equity as of 31 December 2025 to be insufficient to meet its objectives, strategy, and risk profile long term, the equity structure has been strengthened and restored to a positive level through the completed rights issue and private placement in the first quarter of 2026 as well as the private placement in April 2026.
- In February, the Group announced raising a total gross proceeds of NOK 68.6 million through a rights issue, private placement and directed issue in the first quarter of 2026.
- Subscribers in the rights issue and private placement where allocated warrants which will be exercisable in May/June of 2026.
- In April 2026, Circio announced that it has completed a significantly oversubscribed Private Placement raising gross proceeds of approximately NOK 250 million. A subsequent offering of up to NOK 82.5 million is planned, where existing shareholders can participate on the same terms.
Hence, the Board of Directors\u2019 regards the equity structure of the Group to be adequate to adapt the going concern assumption. The cash runway of the Group is extended into 2030.
2.5 Going concern
The Group works continuously to ensure financial flexibility in the short and long-term to achieve its strategic and operational objectives. To date, the Group has financed its operations through private placements, repair offerings, grants, convertible bonds and the initial public offering in connection with the listing of the company\u2019s shares on Oslo Stock Exchange in 2016.
Funding of ongoing operations is and will depend on external sources for the foreseeable future, mainly equity contributions. Changes in financial market conditions can affect the climate and willingness for investments in biotech companies like Circio. Local events in Norway can also affect the Group\u2019s ability to raise additional funding. The Group continuously faces the risk that adequate sources of funding may not be available when needed or may not be available at favourable terms.
The Company\u2019s equity as of 31 December 2025 was positive. The Group's equity as of 31 December 2025, was negative and less than 50% of the registered share capital. According to the obligations of section 3-5 of the Public Companies Act (the \"Public Companies Act\"), the Board of directors is obligated in to inform the general assembly about the Company's financial position. While the Board of Directors regards the Group\u2019s negative equity as of 31 December 2025 to be insufficient to meet its objectives, strategy, and risk profile long term, the equity structure has been strengthened and restored to a positive level through the completed rights issue and private placement in the first quarter of 2026 as well as the private placement in April 2026.
- In February, the Group announced raising a total gross proceeds of NOK 68.6 million through a rights issue, private placement and directed issue in the first quarter of 2026.
- Subscribers in the rights issue and private placement where allocated warrants which will be exercisable in May/June of 2026.
- In April 2026, Circio announced that it has completed a significantly oversubscribed Private Placement raising gross proceeds of approximately NOK 250 million. A subsequent offering of up to NOK 82.5 million is planned, where existing shareholders can participate on the same terms.
Hence, the Board of Directors\u2019 regards the equity structure of the Group to be adequate to adapt the going concern assumption. The cash runway of the Group is extended into 2030.
3. Important accounting estimates and discretionary assessments.
Management makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Convertible bond
The accounting for convertible bonds involves significant estimates and discretionary assessments, particularly in determining the classification, fair value measurement, and allocation of the bond\u2019s components. See Note 22 Convertible bond.
Estimated value of share-based payments
At each balance sheet date, the Group revises its estimates of the number of options that are expected to vest. It recognizes the impact of the revision to original estimates, if any, in the statement of profit or loss, with a corresponding adjustment to equity. The estimated turnover rate for unvested share options is 0 percent for all share option plans. See Note 11 Share-based compensation.
Deferred tax asset
A deferred tax asset shall be recognized for the carry forward 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.
Effects on climate change
The Company strives to minimize its impact on personal health and the environment.
All production and distribution activities are outsourced, and when selecting suppliers, the Company evaluates each candidate\u2019s ethical and responsible business conduct including environment, health and safety policy.
The main source of climate emissions from the Company in 2025 was emissions from the use of electricity for Circio offices in Norway and Sweden and business travel. The Group has emissions from waste generated from the laboratory activities in Sweden which are part of a larger lab facility provided by a third party. The company has not identified any direct emissions from its business activities.
Estimated value of subsidiaries
Shares and investments intended for long-term ownership are reported in the Company\u2019s statement of financial position as non-current assets and valued at cost. The Company determines at each reporting date whether there is any objective indication that the investment in the subsidiary is impaired. If this is the case, the amount of impairment is calculated as the difference between the recoverable amount of the subsidiary and its carrying value and recognizes the amount in the statement of profit or loss. Any realized and unrealized losses and any impairments relating to these investments will be included in the Company\u2019s statement of comprehensive income as financial items. See Note 15 Investments in subsidiaries.
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 carry forward 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 core activity is the development of the circular RNA (circRNA) platform for nucleic acid medicines, being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden. The Group is in addition continuing the development of its legacy oncology program, TG01, targeting KRAS driver mutations. These activities are performed from the Norwegian subsidiary, Targovax Solutions AS.
For management purposes, the Group is organized as one business unit, and the internal reporting is structured in accordance with this. The Group is thus currently organized in one operating segment.
4. Segments
The Group core activity is the development of the circular RNA (circRNA) platform for nucleic acid medicines, being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden. The Group is in addition continuing the development of its legacy oncology program, TG01, targeting KRAS driver mutations. These activities are performed from the Norwegian subsidiary, Targovax Solutions AS.
For management purposes, the Group is organized as one business unit, and the internal reporting is structured in accordance with this. The Group is thus currently organized in one operating segment.
5. 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 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. For further description of the accounting policies for financial instruments, please see Note 13 Financial instruments.
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.
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. As the Group currently does not have any interest-bearing debt except for the short-term bridge loan, risk related to change in interest rates mainly relates to interest gains on the Group\u2019s cash balance.
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 2025 and 2024:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease |
|---|
| Loss before income tax effect | -23 | 23 | 183 | -183 | -83 | 83 | 158 | -158 |
|---|
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. Exposure arises largely from research expenses. For the year 2025, the Group was mainly exposed to fluctuations in EUR, USD, GBP, CHF, SEK and DKK. Circio hedges foreign currency by aligning the cash positions with future expected currency outflows. The Group does not have derivatives for hedge accounting at year-end.
Translation risk arises due to the conversion of amounts in foreign subsidiaries' financial statements denominated in foreign currencies to NOK, the Company\u2019s functional currency.
Credit risk
Credit risk is the risk of a counterparty defaulting. The Group has limited credit risk. Outstanding receivables are limited and primarily prepayments of fees related to the convertible bond agreement. No impairment has been recognized. The carrying value of the assets represents the Group's maximum exposure to credit risk.
The credit quality of financial assets can be assessed by reference to credit ratings.
Cash and cash equivalents:
| GROUP | PARENT |
|---|
| FY 2025 | | FY 2024 | | FY 2025 | | FY 2024 | | Rating \nS&P |
|---|
| Amounts in NOK thousands | Amount | in % | Amount | in % | Amount | in % | Amount | in % | |
|---|
| Cash at bank: | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | |
|---|
| Nordea Bank abp | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | AA- |
|---|
| Money market funds: | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Nordea Likviditet III | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Total | 6,050 | 100% | 18,255 | 100% | 112 | 100% | 15,754 | 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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value |
|---|
| Receivables | 4,530 | 4,530 | 3,384 | 3,384 | 95,269 | 95,269 | 59,187 | 59,187 |
|---|
| Cash and cash equivalents | 6,050 | 6,050 | 18,255 | 18,255 | 112 | 112 | 15,754 | 15,754 |
|---|
| Total financial assets | 10,580 | 10,580 | 21,639 | 21,639 | 95,381 | 95,381 | 74,941 | 74,941 |
|---|
| Convertible bond | - | | 17,356 | 17,356 | - | | 17,356 | 17,356 |
|---|
| Interest-bearing liabilities | 8,368 | 8,368 | - | - | 8,368 | 8,368 | 1,283 | 1,283 |
|---|
| Trade payables | 3,051 | 3,051 | 4,713 | 4,713 | 1,511 | 1,511 | | |
|---|
| Total financial liabilities | 11,419 | 11,419 | 22,068 | 22,068 | 9,879 | 9,879 | 18,639 | 18,639 |
|---|
Liquidity risk
The Group manages liquidity risk by estimating and monitoring cash and liquidity needs on an on-going basis and maintaining adequate reserves and banking facilities.
The following tables analyses the Group\u2019s current and non-current financial liabilities, at 31 December 2025 and 2024 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.
Current and non-current financial liabilities at 31 December 2025:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands |
|---|
| Interest-bearing borrowings | - | 8,368 | - | - | 8,368 | - | 8,368 | - | - | 8,368 |
|---|
| Trade payables | - | 3,051 | - | - | 3,051 | - | 1,511 | - | - | 1,511 |
|---|
| Accrued public charges | - | 2,104 | - | - | 2,104 | - | 940 | - | - | 940 |
|---|
| Other current liabilities | - | 9,726 | - | - | 9,726 | - | 1,656 | - | - | 1,656 |
|---|
| Total financial liabilities | - | 23,248 | - | - | 23,248 | - | 12,475 | - | - | 12,475 |
|---|
- Interest bearing borrowings comprise a bridge loan related to the rights issue in January 2026
Current and non-current financial liabilities at 31 December 2024:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands |
|---|
| Trade payables | | 4,713 | | | 4,713 | - | 1,283 | | | 1,283 |
|---|
| Accrued public charges | | 1,464 | | | 1,464 | - | 1 | | | 1 |
|---|
| Other current liabilities | | 10,807 | | | 10,807 | - | 3,825 | | | 3,825 |
|---|
| Total financial liabilities | | 16,983 | | | 16,983 | - | 5,109 | - | - | 5,109 |
|---|
1) Convertible bonds for 2024 are not included. At maturity date any outstanding bonds will be converted to shares, hence not liquidity risk.
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 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. For further description of the accounting policies for financial instruments, please see Note 13 Financial instruments.
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.
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. As the Group currently does not have any interest-bearing debt except for the short-term bridge loan, risk related to change in interest rates mainly relates to interest gains on the Group\u2019s cash balance.
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 2025 and 2024:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease |
|---|
| Loss before income tax effect | -23 | 23 | 183 | -183 | -83 | 83 | 158 | -158 |
|---|
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. Exposure arises largely from research expenses. For the year 2025, the Group was mainly exposed to fluctuations in EUR, USD, GBP, CHF, SEK and DKK. Circio hedges foreign currency by aligning the cash positions with future expected currency outflows. The Group does not have derivatives for hedge accounting at year-end.
Translation risk arises due to the conversion of amounts in foreign subsidiaries' financial statements denominated in foreign currencies to NOK, the Company\u2019s functional currency.
Credit risk
Credit risk is the risk of a counterparty defaulting. The Group has limited credit risk. Outstanding receivables are limited and primarily prepayments of fees related to the convertible bond agreement. No impairment has been recognized. The carrying value of the assets represents the Group's maximum exposure to credit risk.
The credit quality of financial assets can be assessed by reference to credit ratings.
Cash and cash equivalents:
| GROUP | PARENT |
|---|
| FY 2025 | | FY 2024 | | FY 2025 | | FY 2024 | | Rating \nS&P |
|---|
| Amounts in NOK thousands | Amount | in % | Amount | in % | Amount | in % | Amount | in % | |
|---|
| Cash at bank: | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | |
|---|
| Nordea Bank abp | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | AA- |
|---|
| Money market funds: | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Nordea Likviditet III | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Total | 6,050 | 100% | 18,255 | 100% | 112 | 100% | 15,754 | 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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value |
|---|
| Receivables | 4,530 | 4,530 | 3,384 | 3,384 | 95,269 | 95,269 | 59,187 | 59,187 |
|---|
| Cash and cash equivalents | 6,050 | 6,050 | 18,255 | 18,255 | 112 | 112 | 15,754 | 15,754 |
|---|
| Total financial assets | 10,580 | 10,580 | 21,639 | 21,639 | 95,381 | 95,381 | 74,941 | 74,941 |
|---|
| Convertible bond | - | | 17,356 | 17,356 | - | | 17,356 | 17,356 |
|---|
| Interest-bearing liabilities | 8,368 | 8,368 | - | - | 8,368 | 8,368 | 1,283 | 1,283 |
|---|
| Trade payables | 3,051 | 3,051 | 4,713 | 4,713 | 1,511 | 1,511 | | |
|---|
| Total financial liabilities | 11,419 | 11,419 | 22,068 | 22,068 | 9,879 | 9,879 | 18,639 | 18,639 |
|---|
Liquidity risk
The Group manages liquidity risk by estimating and monitoring cash and liquidity needs on an on-going basis and maintaining adequate reserves and banking facilities.
The following tables analyses the Group\u2019s current and non-current financial liabilities, at 31 December 2025 and 2024 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.
Current and non-current financial liabilities at 31 December 2025:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands |
|---|
| Interest-bearing borrowings | - | 8,368 | - | - | 8,368 | - | 8,368 | - | - | 8,368 |
|---|
| Trade payables | - | 3,051 | - | - | 3,051 | - | 1,511 | - | - | 1,511 |
|---|
| Accrued public charges | - | 2,104 | - | - | 2,104 | - | 940 | - | - | 940 |
|---|
| Other current liabilities | - | 9,726 | - | - | 9,726 | - | 1,656 | - | - | 1,656 |
|---|
| Total financial liabilities | - | 23,248 | - | - | 23,248 | - | 12,475 | - | - | 12,475 |
|---|
- Interest bearing borrowings comprise a bridge loan related to the rights issue in January 2026
Current and non-current financial liabilities at 31 December 2024:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands |
|---|
| Trade payables | | 4,713 | | | 4,713 | - | 1,283 | | | 1,283 |
|---|
| Accrued public charges | | 1,464 | | | 1,464 | - | 1 | | | 1 |
|---|
| Other current liabilities | | 10,807 | | | 10,807 | - | 3,825 | | | 3,825 |
|---|
| Total financial liabilities | | 16,983 | | | 16,983 | - | 5,109 | - | - | 5,109 |
|---|
1) Convertible bonds for 2024 are not included. At maturity date any outstanding bonds will be converted to shares, hence not liquidity risk.
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 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. For further description of the accounting policies for financial instruments, please see Note 13 Financial instruments.
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.
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. As the Group currently does not have any interest-bearing debt except for the short-term bridge loan, risk related to change in interest rates mainly relates to interest gains on the Group\u2019s cash balance.
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 2025 and 2024:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease |
|---|
| Loss before income tax effect | -23 | 23 | 183 | -183 | -83 | 83 | 158 | -158 |
|---|
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. Exposure arises largely from research expenses. For the year 2025, the Group was mainly exposed to fluctuations in EUR, USD, GBP, CHF, SEK and DKK. Circio hedges foreign currency by aligning the cash positions with future expected currency outflows. The Group does not have derivatives for hedge accounting at year-end.
Translation risk arises due to the conversion of amounts in foreign subsidiaries' financial statements denominated in foreign currencies to NOK, the Company\u2019s functional currency.
Credit risk
Credit risk is the risk of a counterparty defaulting. The Group has limited credit risk. Outstanding receivables are limited and primarily prepayments of fees related to the convertible bond agreement. No impairment has been recognized. The carrying value of the assets represents the Group's maximum exposure to credit risk.
The credit quality of financial assets can be assessed by reference to credit ratings.
Cash and cash equivalents:
| GROUP | PARENT |
|---|
| FY 2025 | | FY 2024 | | FY 2025 | | FY 2024 | | Rating \nS&P |
|---|
| Amounts in NOK thousands | Amount | in % | Amount | in % | Amount | in % | Amount | in % | |
|---|
| Cash at bank: | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | |
|---|
| Nordea Bank abp | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | AA- |
|---|
| Money market funds: | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Nordea Likviditet III | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Total | 6,050 | 100% | 18,255 | 100% | 112 | 100% | 15,754 | 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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value |
|---|
| Receivables | 4,530 | 4,530 | 3,384 | 3,384 | 95,269 | 95,269 | 59,187 | 59,187 |
|---|
| Cash and cash equivalents | 6,050 | 6,050 | 18,255 | 18,255 | 112 | 112 | 15,754 | 15,754 |
|---|
| Total financial assets | 10,580 | 10,580 | 21,639 | 21,639 | 95,381 | 95,381 | 74,941 | 74,941 |
|---|
| Convertible bond | - | | 17,356 | 17,356 | - | | 17,356 | 17,356 |
|---|
| Interest-bearing liabilities | 8,368 | 8,368 | - | - | 8,368 | 8,368 | 1,283 | 1,283 |
|---|
| Trade payables | 3,051 | 3,051 | 4,713 | 4,713 | 1,511 | 1,511 | | |
|---|
| Total financial liabilities | 11,419 | 11,419 | 22,068 | 22,068 | 9,879 | 9,879 | 18,639 | 18,639 |
|---|
Liquidity risk
The Group manages liquidity risk by estimating and monitoring cash and liquidity needs on an on-going basis and maintaining adequate reserves and banking facilities.
The following tables analyses the Group\u2019s current and non-current financial liabilities, at 31 December 2025 and 2024 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.
Current and non-current financial liabilities at 31 December 2025:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands |
|---|
| Interest-bearing borrowings | - | 8,368 | - | - | 8,368 | - | 8,368 | - | - | 8,368 |
|---|
| Trade payables | - | 3,051 | - | - | 3,051 | - | 1,511 | - | - | 1,511 |
|---|
| Accrued public charges | - | 2,104 | - | - | 2,104 | - | 940 | - | - | 940 |
|---|
| Other current liabilities | - | 9,726 | - | - | 9,726 | - | 1,656 | - | - | 1,656 |
|---|
| Total financial liabilities | - | 23,248 | - | - | 23,248 | - | 12,475 | - | - | 12,475 |
|---|
- Interest bearing borrowings comprise a bridge loan related to the rights issue in January 2026
Current and non-current financial liabilities at 31 December 2024:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands |
|---|
| Trade payables | | 4,713 | | | 4,713 | - | 1,283 | | | 1,283 |
|---|
| Accrued public charges | | 1,464 | | | 1,464 | - | 1 | | | 1 |
|---|
| Other current liabilities | | 10,807 | | | 10,807 | - | 3,825 | | | 3,825 |
|---|
| Total financial liabilities | | 16,983 | | | 16,983 | - | 5,109 | - | - | 5,109 |
|---|
1) Convertible bonds for 2024 are not included. At maturity date any outstanding bonds will be converted to shares, hence not 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.
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. As the Group currently does not have any interest-bearing debt except for the short-term bridge loan, risk related to change in interest rates mainly relates to interest gains on the Group\u2019s cash balance.
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 2025 and 2024:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease | 1% point \nincrease | 1% point \ndecrease |
|---|
| Loss before income tax effect | -23 | 23 | 183 | -183 | -83 | 83 | 158 | -158 |
|---|
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.
The credit quality of financial assets can be assessed by reference to credit ratings.
Cash and cash equivalents:
| GROUP | PARENT |
|---|
| FY 2025 | | FY 2024 | | FY 2025 | | FY 2024 | | Rating \nS&P |
|---|
| Amounts in NOK thousands | Amount | in % | Amount | in % | Amount | in % | Amount | in % | |
|---|
| Cash at bank: | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | |
|---|
| Nordea Bank abp | 6,044 | 100% | 18,213 | 100% | 112 | 100% | 15754 | 100% | AA- |
|---|
| Money market funds: | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Nordea Likviditet III | 6 | 0% | 42 | 0% | - | 0% | - | - | |
|---|
| Total | 6,050 | 100% | 18,255 | 100% | 112 | 100% | 15,754 | 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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value | Carrying amounts | Fair value |
|---|
| Receivables | 4,530 | 4,530 | 3,384 | 3,384 | 95,269 | 95,269 | 59,187 | 59,187 |
|---|
| Cash and cash equivalents | 6,050 | 6,050 | 18,255 | 18,255 | 112 | 112 | 15,754 | 15,754 |
|---|
| Total financial assets | 10,580 | 10,580 | 21,639 | 21,639 | 95,381 | 95,381 | 74,941 | 74,941 |
|---|
| Convertible bond | - | | 17,356 | 17,356 | - | | 17,356 | 17,356 |
|---|
| Interest-bearing liabilities | 8,368 | 8,368 | - | - | 8,368 | 8,368 | 1,283 | 1,283 |
|---|
| Trade payables | 3,051 | 3,051 | 4,713 | 4,713 | 1,511 | 1,511 | | |
|---|
| Total financial liabilities | 11,419 | 11,419 | 22,068 | 22,068 | 9,879 | 9,879 | 18,639 | 18,639 |
|---|
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.
The Group's products are still in the research and development phase, and it has no revenue from sales of products yet.
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 \"intangible Assets\".
Uncertainties related to the regulatory approval process and results from ongoing clinical trials generally indicate that the criteria for asset recognition is not met until the time when the marketing authorization is obtained from regulatory authorities. This assessment requires significant management discretion and estimations.
The following table gives an overview of the Group\u2019s research and development expenditure compared to the total operating expenses:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | Total | of which R&D | Total | of which R&D | Total | of which R&D | Total | of which R&D |
|---|
| External R&D expenses | 11,585 | 11,585 | 11,688 | 11,688 | - | - | - | - |
|---|
| Payroll and related expenses | 22,296 | 11,519 | 22,359 | 12,343 | 5,893 | - | 4,446 | - |
|---|
| Other operating expenses | 7,145 | 136 | 8,433 | 137 | 3,627 | - | 3,857 | - |
|---|
| Depreciation, amortizations and impairment | 25 | - | 13 | - | - | - | - | - |
|---|
| Total operating expenses | 41,051 | 23,241 | 42,493 | 24,168 | 9,520 | - | 8,303 | - |
|---|
The following research and development expenditures have been expensed:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| R&D related consultancy and other expenses | 11,283 | 11,878 | - | - |
|---|
| Cost of manufacturing for R&D | 1,296 | 3,089 | - | - |
|---|
| Patent expenses | 640 | 159 | - | - |
|---|
| Government grants | -1,634 | -3,438 | - | - |
|---|
| Total external research and development expenses | 11,585 | 11,688 | - | - |
|---|
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 \"intangible Assets\".
Uncertainties related to the regulatory approval process and results from ongoing clinical trials generally indicate that the criteria for asset recognition is not met until the time when the marketing authorization is obtained from regulatory authorities. This assessment requires significant management discretion and estimations.
The following table gives an overview of the Group\u2019s research and development expenditure compared to the total operating expenses:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | Total | of which R&D | Total | of which R&D | Total | of which R&D | Total | of which R&D |
|---|
| External R&D expenses | 11,585 | 11,585 | 11,688 | 11,688 | - | - | - | - |
|---|
| Payroll and related expenses | 22,296 | 11,519 | 22,359 | 12,343 | 5,893 | - | 4,446 | - |
|---|
| Other operating expenses | 7,145 | 136 | 8,433 | 137 | 3,627 | - | 3,857 | - |
|---|
| Depreciation, amortizations and impairment | 25 | - | 13 | - | - | - | - | - |
|---|
| Total operating expenses | 41,051 | 23,241 | 42,493 | 24,168 | 9,520 | - | 8,303 | - |
|---|
The following research and development expenditures have been expensed:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| R&D related consultancy and other expenses | 11,283 | 11,878 | - | - |
|---|
| Cost of manufacturing for R&D | 1,296 | 3,089 | - | - |
|---|
| Patent expenses | 640 | 159 | - | - |
|---|
| Government grants | -1,634 | -3,438 | - | - |
|---|
| Total external research and development expenses | 11,585 | 11,688 | - | - |
|---|
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 \"intangible Assets\".
Uncertainties related to the regulatory approval process and results from ongoing clinical trials generally indicate that the criteria for asset recognition is not met until the time when the marketing authorization is obtained from regulatory authorities. This assessment requires significant management discretion and estimations.
The following table gives an overview of the Group\u2019s research and development expenditure compared to the total operating expenses:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | Total | of which R&D | Total | of which R&D | Total | of which R&D | Total | of which R&D |
|---|
| External R&D expenses | 11,585 | 11,585 | 11,688 | 11,688 | - | - | - | - |
|---|
| Payroll and related expenses | 22,296 | 11,519 | 22,359 | 12,343 | 5,893 | - | 4,446 | - |
|---|
| Other operating expenses | 7,145 | 136 | 8,433 | 137 | 3,627 | - | 3,857 | - |
|---|
| Depreciation, amortizations and impairment | 25 | - | 13 | - | - | - | - | - |
|---|
| Total operating expenses | 41,051 | 23,241 | 42,493 | 24,168 | 9,520 | - | 8,303 | - |
|---|
The following research and development expenditures have been expensed:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| R&D related consultancy and other expenses | 11,283 | 11,878 | - | - |
|---|
| Cost of manufacturing for R&D | 1,296 | 3,089 | - | - |
|---|
| Patent expenses | 640 | 159 | - | - |
|---|
| Government grants | -1,634 | -3,438 | - | - |
|---|
| Total external research and development expenses | 11,585 | 11,688 | - | - |
|---|
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:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| External R&D expenses | 1,634 | 3,438 | - | - |
|---|
| Payroll and related expenses | 119 | 881 | - | - |
|---|
| Other operating expenses | - | 221 | - | - |
|---|
| Total grants | 1,752 | 4,541 | - | - |
|---|
The Group is awarded research grants of NOK 9.8 million from the Research Council of Norway (NFR), towards product and clinical development for the TG mutant KRAS cancer vaccine program, for the period 2022-2026.
For the full year 2025 the Group has recognized NOK 1.8 million related to the grant from NFR. In 2024, the Group recognized NOK 2.1 million related to the grant from NFR and NOK 2.5 million from Innovation Norway, related to a grant for the period 2022-2024.
Specification of grants receivables:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Grants from Research Council of Norway | 2,052 | 300 | - | - |
|---|
| Grants from Innovation Norway | - | - | - | - |
|---|
| Total grants receivable | 2,052 | 300 | - | - |
|---|
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:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| External R&D expenses | 1,634 | 3,438 | - | - |
|---|
| Payroll and related expenses | 119 | 881 | - | - |
|---|
| Other operating expenses | - | 221 | - | - |
|---|
| Total grants | 1,752 | 4,541 | - | - |
|---|
The Group is awarded research grants of NOK 9.8 million from the Research Council of Norway (NFR), towards product and clinical development for the TG mutant KRAS cancer vaccine program, for the period 2022-2026.
For the full year 2025 the Group has recognized NOK 1.8 million related to the grant from NFR. In 2024, the Group recognized NOK 2.1 million related to the grant from NFR and NOK 2.5 million from Innovation Norway, related to a grant for the period 2022-2024.
Specification of grants receivables:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Grants from Research Council of Norway | 2,052 | 300 | - | - |
|---|
| Grants from Innovation Norway | - | - | - | - |
|---|
| Total grants receivable | 2,052 | 300 | - | - |
|---|
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 Swedish law for all employees employed in Circio AB. These pension plans apply to all employees of the Group respectively. Currently, members of the Management Team with residence outside Norway and Sweden are not part of the company\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
Circio has a bonus system covering all employees.
The Group recognizes a liability and an expense for bonuses based on a short-term incentive plan for employees linked to achievement of corporate objectives as well as individual objectives determined by the Board. See note 10 Related parties and remuneration to Management.
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.
Total payroll and related expenses for the Group are:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Salaries and bonus | 16,066 | 16,679 | 547 | - |
|---|
| Board fees | 1,626 | 1,284 | 1,626 | 1,284 |
|---|
| Employer\u2019s national insurance contributions | 1,723 | 2,612 | 561 | 139 |
|---|
| Share-based compensation 1) | 1,240 | 950 | - | 65 |
|---|
| Intra-group services | - | - | 3,092 | 2,959 |
|---|
| Pension expenses \u2013 defined contribution plan | 1,375 | 1,366 | - | - |
|---|
| Other | 386 | 351 | 67 | - |
|---|
| Government grants | -119 | -881 | - | - |
|---|
| Total payroll and related expenses | 22,296 | 22,359 | 5,893 | 4,446 |
|---|
| 1) Share-based compensation has no cash effect. |
|---|
| 2) Increase of NOK 5.4m due to restructuring expenses |
|---|
| Number of employees calculated on a full-time basis as at end of period | 8.6 | 8.0 | 0 | 0 |
|---|
| Number of employees as at end of period | 9 | 9 | 0 | 0 |
|---|
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 Swedish law for all employees employed in Circio AB. These pension plans apply to all employees of the Group respectively. Currently, members of the Management Team with residence outside Norway and Sweden are not part of the company\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
Circio has a bonus system covering all employees.
The Group recognizes a liability and an expense for bonuses based on a short-term incentive plan for employees linked to achievement of corporate objectives as well as individual objectives determined by the Board. See note 10 Related parties and remuneration to Management.
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.
Total payroll and related expenses for the Group are:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Salaries and bonus | 16,066 | 16,679 | 547 | - |
|---|
| Board fees | 1,626 | 1,284 | 1,626 | 1,284 |
|---|
| Employer\u2019s national insurance contributions | 1,723 | 2,612 | 561 | 139 |
|---|
| Share-based compensation 1) | 1,240 | 950 | - | 65 |
|---|
| Intra-group services | - | - | 3,092 | 2,959 |
|---|
| Pension expenses \u2013 defined contribution plan | 1,375 | 1,366 | - | - |
|---|
| Other | 386 | 351 | 67 | - |
|---|
| Government grants | -119 | -881 | - | - |
|---|
| Total payroll and related expenses | 22,296 | 22,359 | 5,893 | 4,446 |
|---|
| 1) Share-based compensation has no cash effect. |
|---|
| 2) Increase of NOK 5.4m due to restructuring expenses |
|---|
| Number of employees calculated on a full-time basis as at end of period | 8.6 | 8.0 | 0 | 0 |
|---|
| Number of employees as at end of period | 9 | 9 | 0 | 0 |
|---|
10. Related parties and remuneration to Management
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 remuneration principles used for the year 2025 is described in the Group\u2019s Remuneration report 2025.
Compensation tables for 2025 and 2024
| Amounts in NOK thousands 1 | Fixed annual fee as at 31 Dec 2025 | Earned fees in cash in 2025 | Earned fees in RSU\u2019s in 2025 | Earned committee meetings fee per 31.12.2025 | Exercise of share options/RSUs | Total remuneration earned in 2025 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 560 | 571 | - | 21 | - | 592 |
|---|
| Thomas Falck, Board member | 340 | 345 | - | 42 | - | 386 |
|---|
| Robert Burns, Deputy Board member | 170 | 172 | - | 21 | - | 193 |
|---|
| Diane Mellett, Board member | 340 | 345 | - | 42 | - | 386 |
|---|
| Total Board of Directors 1,2 | 1,410 | 1,433 | 0 | 125 | - | 1,558 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 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 1 | Fixed annual salary as at 31 Dec 2025 | Earned salaries in 2025 | Bonus earned in 2025 | Pension expenses in 2025 | Benefits in kind in 2025 | Exercise of share options/RSUs | Total remuneration in 2025 |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer2 | 2,807 | 2,354 | 561 | 90 | 15 | - | 3,021 |
|---|
| Lubor Gaal, Chief Financial Officer3 | 3,157 | 2,204 | 378 | - | 147 | - | 2,728 |
|---|
| Victor Levitsky, Chief Scientific Officer4 | 3,560 | 1602 | 237 | - | 406 | - | 2,244 |
|---|
| Thomas B. Hansen, Chief Technology Officer5 | 2,018 | 2,164 | 197 | 95 | 3 | - | 2,459 |
|---|
| Ola Melin, Chief Operating Officer6 | 1,838 | 1,847 | 184 | 476 | 20 | - | 2,528 |
|---|
| Total Management Team | 13,380 | 10,171 | 1,557 | 662 | 590 | - | 12,980 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 Erik Digman Wiklund works 80% for Circio and its subsidiaries as per 31.12.2025. |
| 3)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 70% for Circio and its subsidiaries as per 31.12.2025. |
| 4)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 50% for Circio and its subsidiaries as per 31.12.2025. |
| 5)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2025. |
| 6)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2025. |
In 2025, the annual general meeting of the Company resolved that all current board members shall receive NOK 340 000 and the Chairperson of the Board NOK 560 000 for the period from the annual general meeting in 2025 and until the annual general meeting in 2026. Deputy board members shall receive NOK 170 000. If the current board members have served for a shorter period than since the annual general meeting in 2025, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period) and any prepaid remuneration shall then be repaid. The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). Members of board committees shall receive an additional remuneration of NOK 4 000 per committee meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the period.
In 2025 NOK 0 million, representing earned fees in RSUs, was recognized as an expense for Board remunerations in RSUs. The Group has recognized as an expense NOK 0.9 million in share-based compensation for the year 2025 to the Management Team as per 31 December 2025. There are no outstanding loans or guarantees made to the Board of Directors or the Management Team on 31 December 2025.
| Remunerations and other benefits in 2024: | | | | | | |
|---|
| Amounts in NOK thousands 1 | Fixed annual fee as at 31 Dec 2024 | Earned fees in cash in 2024 | Earned fees in RSU\u2019s in 2024 | Earned committee meetings fee per 31.12.2024 | Exercise of share options/RSUs | Total remuneration earned in 2024 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 535 | 481 | 54 | 20 | - | 555 |
|---|
| Thomas Falck, Board member | 320 | 288 | 32 | 40 | - | 360 |
|---|
| Robert Burns, Board member 3 | 182 | 182 | - | 20 | - | 202 |
|---|
| Diane Mellett, Board member | 320 | 256 | 64 | 40 | - | 360 |
|---|
| Total Board of Directors 1,2 | 1,357 | 1,207 | 150 | 120 | - | 1,477 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 The Board members may choose to receive their Board fee either in RSUs or in cash. Please see the table for holding of RSUs for further details on the Board related remuneration. |
| 3)\u00a0\u00a0\u00a0\u00a0 Robert Burns assigned as a deputy Board member as of 19.06.2024 |
| Amounts in NOK thousands 1 | Fixed annual salary as at 31 Dec 2024 | Earned salaries in 2024 | Bonus earned in 2024 | Pension expenses in 2024 | Benefits in kind in 2024 | Exercise of share options/RSUs | Total remuneration in 2024 |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer2 | 2,694 | 2,420 | 688 | 92 | 14 | - | 3,214 |
|---|
| Lubor Gaal, Chief Financial Officer3 | 3,007 | 2,393 | 487 | - | 195 | - | 3,075 |
|---|
| Victor Levitsky, Chief Scientific Officer4 | 3,337 | 876 | 219 | - | 174 | - | 1,270 |
|---|
| Thomas B. Hansen, Chief Technology5 Officer4Affairs | 1,923 | 1,652 | 310 | 121 | 3 | - | 2,085 |
|---|
| Ola Melin, Chief Operating Officer6 | 1,695 | 1,655 | 261 | 422 | 16 | - | 2,353 |
|---|
| Total Management Team | 12,655 | 8,996 | 1,965 | 635 | 402 | - | 11,997 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 Erik Digman Wiklund works 50% for Circio and its subsidiaries as per 31.12.2024. |
| 3)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 50% for Circio and its subsidiaries as per 31.12.2024. |
| 4)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Circio and its subsidiaries as per 31.12.2024. |
| 5)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2024. |
| 6)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2024. |
In 2024, the annual general meeting of the Company resolved that all current board members shall receive NOK 320 000 and the Chairperson of the Board NOK 535 000 for the period from the annual general meeting in 2024 and until the annual general meeting in 2025. Deputy board members shall receive NOK 160 000. If the current board members have served for a shorter period than since the annual general meeting in 2024, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period) and any prepaid remuneration shall then be repaid. The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). Members of board committees shall receive an additional remuneration of NOK 4 000 per committee meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the period.
In 2024 NOK 0.1 million, representing earned fees in RSUs, was recognized as an expense for Board remunerations in RSUs. The Group has recognized as an expense NOK 0.8 million in share-based compensation for the year 2024 to the Management Team as per 31 December 2024. There are no outstanding loans or guarantees made to the Board of Directors or the Management Team at 31 December 2024.
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2025:
| Holding shares as at 31 Dec 2025 | % ownership 31 Dec
2025 | Granted options 2025 | Forfeited options 2025 | Expired
options 2025 | Exercised
options
2025 | Holding of options as at 31 Dec 2025 | Granted RSUs 20251 | Expired
RSUs 2025 | Holding of RSUs as at 31 Dec 2025 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 169,256 | 0.12% | | | | | | - | - | 13,348 |
|---|
| Thomas Falck, Board member2 | 187,200 | 0.13% | | | | | | - | - | 9,884 |
|---|
| Diane Mellett, Board member | 193,638 | 0.13% | | | | | | - | -957 | 13,993 |
|---|
| Robert Burns, Deputy Board member | 88,458 | 0.06% | | | | | | - | -1,436 | - |
|---|
| Total Board of Directors | 638,552 | 0.44% | - | - | - | - | - | - | -2,393 | 37,225 |
|---|
| Management team: | | | | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer3 | 284,133 | 0.20% | - | - | -4,994 | - | 800,011 | | | |
|---|
| Lubor Gaal, Chief Financial Officer 4 | 187,200 | 0.13% | - | - | - | - | 623,329 | | | |
|---|
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.07% | - | - | - | - | 321,502 | | | |
|---|
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.07% | - | - | - | - | 416,658 | | | |
|---|
| Ola Melin, Chief Operating Officer | 95,266 | 0.07% | | - | - | - | 324,185 | | | |
|---|
| Total Management | 754,132 | 0.53% | - | - | -4,994 | - | 2,485,685 | - | - | - |
|---|
| Total | 1,392,684 | 0.97% | - | - | -4,994 | - | 2,485,685 | - | -2,393 | 37,225 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs. | 3)\u00a0\u00a0\u00a0\u00a0 3 333 of the shares are partly held through Digman AS. |
|---|
| 2)\u00a0\u00a0\u00a0\u00a0 The shares are held through S\u00f8len AS. | | | | 4)\u00a0\u00a0\u00a0\u00a0 The shares are held through Biopharma Drug Licensing Group AS, SL. |
|---|
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2024:
| Holding shares as at 31 Dec 20241 | % ownership 31 Dec
2024 | Granted options 2024 | Forfeited options 2024 | Expired
options 2024 | Exercised
options
2024 | Holding of options as at 31 Dec 2024 | Granted RSUs 20242 | Exercised
RSUs 2024 | Holding of RSUs as at 31 Dec 2024 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 169,256 | 0.24% | | | | | | - | - | 13,348 |
|---|
| Thomas Falck, Board member3 | 187,200 | 0.27% | | | | | | - | - | 9,884 |
|---|
| Diane Mellett, Board member | 193,638 | 0.28% | | | | | | - | - | 14,950 |
|---|
| Robert Burns, Deputy Board member | 88,458 | 0.13% | | | | | | - | - | 1,436 |
|---|
| Total Board of Directors | 638,552 | 0.91% | | | | | | - | - | 39,618 |
|---|
| Management team: | | | | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer4 | 284,133 | 0.41% | 750,000 | - | 4,994 | - | 805,005 | | | |
|---|
| Lubor Gaal, Chief Financial Officer 5 | 187,200 | 0.27% | 600,000 | - | - | - | 623,329 | | | |
|---|
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.13% | 300,000 | - | - | - | 321,502 | | | |
|---|
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.13% | 400,000 | - | - | - | 416,658 | | | |
|---|
| Ola Melin, Chief Operating Officer | 95,266 | 0.14% | 300,000 | - | - | - | 324,185 | | | |
|---|
| Total Management | 754,132 | 1.08% | 2\u00a0350\u00a0000 | - | 4,994 | - | 2,490,679 | | | |
|---|
| Total | 1,392,684 | 1.99% | 2\u00a0350\u00a0000 | - | 4,994 | - | 2,490,679 | - | - | 39,618 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 Shareholding includes shares from warrants exercise and private placement being issued on 6 January 2025 |
| 2)\u00a0\u00a0\u00a0\u00a0 Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs. |
| 3)\u00a0\u00a0\u00a0\u00a0 The shares are held through S\u00f8len AS. |
| 4)\u00a0\u00a0\u00a0\u00a0 The shares are partly held through Digman AS. |
| 5)\u00a0\u00a0\u00a0\u00a0 The shares are held through Biopharma Drug Licensing Group AS, SL. |
Total outstanding options for shares by range of exercise price at 31 December 2025:
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | Total |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | | 6,671 | 12,670 | 10,658 | 800,011 |
|---|
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | | | | 623,329 |
|---|
| Victor Levitsky, CSO | 300,000 | 3,317 | | 1,491 | | 16,694 | 321,502 |
|---|
| Thomas B Hansen. CTO | 400,000 | 13,341 | | 3,317 | | | 416,658 |
|---|
| Ola Melin, COO | 300,000 | 13,341 | | 2,497 | 8,347 | | 324,185 |
|---|
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 2,485,685 |
|---|
Total outstanding options for shares by range of exercise price at 31 December 2024:
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | 497.7 | Total |
|---|
| Management team: | | | | | | | | |
|---|
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | | 6,671 | 12670 | 10,658 | 4,994 | 805,005 |
|---|
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | | | | | 623,329 |
|---|
| Victor Levitsky, CSO | 300,000 | 3,317 | | 1,491 | | 16,694 | | 321,502 |
|---|
| Thomas B Hansen. CTO | 400,000 | 13,341 | | 3317 | | | | 416,658 |
|---|
| Ola Melin, COO | 300,000 | 13341 | | 2,497 | 8,347 | | | 324,185 |
|---|
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 4,994 | 2,490,679 |
|---|
Related party transactions
The Company entered into a consulting agreement with Levitski V-Biopharm Consulting, a Zurich based company, in April 2020. Levitski V-Biopharm Consulting is a related party of Victor Levitsky, who is a member of Circio Management Team, Chief Scientific Officer as from April 2020. Levitski V-Biopharm Consulting is entitled to a consultancy fee of NOK 378 042 (CHF 29,731) per month for a 100% position. In 2024 Viktor Levitsky had a position of 20% for six months and the other six months a position of 30%. In 2025 Viktor Levitsky had a position of 30% for three months and the other nine months a position of 50%
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 NOK 282 500 (EUR 23,854) per month for a 100% position as CFO. In addition, NOK 82 565 (EUR 7,000) per month for a 100% consultant providing analyst services was also entered in the year 2024. The analyst services were terminated at the end of January 2024.
Consultancy fees and analyst services for Levitski V-Biopharm Consulting and BioPharma Drug Licensing Group SL are in CHF and EUR respectively, NOK values as stated above are based on exchange rates as of 31.12.2025.
Related party transactions:
| GROUP |
|---|
| FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | Revenue (expense) | Receivable (Payable) at 31 December' | Revenue (expense) | Receivable (Payable) at 31 December' |
|---|
| Levitski V-Biopharm Consulting | -2,244 | - | -1329 | -238 |
|---|
| BioPharma Drug Licensing Group SL | -2,959 | -135 | -2957 | -143 |
|---|
Remuneration to the statutory auditor (excl. VAT)
| Remuneration to the statutory auditor (excl. VAT): | | | | |
|---|
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Statutory audit | 711 | 861 | 376 | 537 |
|---|
| Other attestation services | 168 | 24 | 128 | 24 |
|---|
| Tax services | 22 | 60 | 15 | 60 |
|---|
| Other services 1 | 2 | 146 | 1 | 53 |
|---|
| Total | 902 | 1091 | 519 | 674 |
|---|
| 1) Other services relates to intermediate balance report |
10. Related parties and remuneration to Management
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 remuneration principles used for the year 2025 is described in the Group\u2019s Remuneration report 2025.
Compensation tables for 2025 and 2024
| Amounts in NOK thousands 1 | Fixed annual fee as at 31 Dec 2025 | Earned fees in cash in 2025 | Earned fees in RSU\u2019s in 2025 | Earned committee meetings fee per 31.12.2025 | Exercise of share options/RSUs | Total remuneration earned in 2025 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 560 | 571 | - | 21 | - | 592 |
|---|
| Thomas Falck, Board member | 340 | 345 | - | 42 | - | 386 |
|---|
| Robert Burns, Deputy Board member | 170 | 172 | - | 21 | - | 193 |
|---|
| Diane Mellett, Board member | 340 | 345 | - | 42 | - | 386 |
|---|
| Total Board of Directors 1,2 | 1,410 | 1,433 | 0 | 125 | - | 1,558 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 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 1 | Fixed annual salary as at 31 Dec 2025 | Earned salaries in 2025 | Bonus earned in 2025 | Pension expenses in 2025 | Benefits in kind in 2025 | Exercise of share options/RSUs | Total remuneration in 2025 |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer2 | 2,807 | 2,354 | 561 | 90 | 15 | - | 3,021 |
|---|
| Lubor Gaal, Chief Financial Officer3 | 3,157 | 2,204 | 378 | - | 147 | - | 2,728 |
|---|
| Victor Levitsky, Chief Scientific Officer4 | 3,560 | 1602 | 237 | - | 406 | - | 2,244 |
|---|
| Thomas B. Hansen, Chief Technology Officer5 | 2,018 | 2,164 | 197 | 95 | 3 | - | 2,459 |
|---|
| Ola Melin, Chief Operating Officer6 | 1,838 | 1,847 | 184 | 476 | 20 | - | 2,528 |
|---|
| Total Management Team | 13,380 | 10,171 | 1,557 | 662 | 590 | - | 12,980 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 Erik Digman Wiklund works 80% for Circio and its subsidiaries as per 31.12.2025. |
| 3)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 70% for Circio and its subsidiaries as per 31.12.2025. |
| 4)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 50% for Circio and its subsidiaries as per 31.12.2025. |
| 5)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2025. |
| 6)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2025. |
In 2025, the annual general meeting of the Company resolved that all current board members shall receive NOK 340 000 and the Chairperson of the Board NOK 560 000 for the period from the annual general meeting in 2025 and until the annual general meeting in 2026. Deputy board members shall receive NOK 170 000. If the current board members have served for a shorter period than since the annual general meeting in 2025, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period) and any prepaid remuneration shall then be repaid. The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). Members of board committees shall receive an additional remuneration of NOK 4 000 per committee meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the period.
In 2025 NOK 0 million, representing earned fees in RSUs, was recognized as an expense for Board remunerations in RSUs. The Group has recognized as an expense NOK 0.9 million in share-based compensation for the year 2025 to the Management Team as per 31 December 2025. There are no outstanding loans or guarantees made to the Board of Directors or the Management Team on 31 December 2025.
| Remunerations and other benefits in 2024: | | | | | | |
|---|
| Amounts in NOK thousands 1 | Fixed annual fee as at 31 Dec 2024 | Earned fees in cash in 2024 | Earned fees in RSU\u2019s in 2024 | Earned committee meetings fee per 31.12.2024 | Exercise of share options/RSUs | Total remuneration earned in 2024 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 535 | 481 | 54 | 20 | - | 555 |
|---|
| Thomas Falck, Board member | 320 | 288 | 32 | 40 | - | 360 |
|---|
| Robert Burns, Board member 3 | 182 | 182 | - | 20 | - | 202 |
|---|
| Diane Mellett, Board member | 320 | 256 | 64 | 40 | - | 360 |
|---|
| Total Board of Directors 1,2 | 1,357 | 1,207 | 150 | 120 | - | 1,477 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 The Board members may choose to receive their Board fee either in RSUs or in cash. Please see the table for holding of RSUs for further details on the Board related remuneration. |
| 3)\u00a0\u00a0\u00a0\u00a0 Robert Burns assigned as a deputy Board member as of 19.06.2024 |
| Amounts in NOK thousands 1 | Fixed annual salary as at 31 Dec 2024 | Earned salaries in 2024 | Bonus earned in 2024 | Pension expenses in 2024 | Benefits in kind in 2024 | Exercise of share options/RSUs | Total remuneration in 2024 |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer2 | 2,694 | 2,420 | 688 | 92 | 14 | - | 3,214 |
|---|
| Lubor Gaal, Chief Financial Officer3 | 3,007 | 2,393 | 487 | - | 195 | - | 3,075 |
|---|
| Victor Levitsky, Chief Scientific Officer4 | 3,337 | 876 | 219 | - | 174 | - | 1,270 |
|---|
| Thomas B. Hansen, Chief Technology5 Officer4Affairs | 1,923 | 1,652 | 310 | 121 | 3 | - | 2,085 |
|---|
| Ola Melin, Chief Operating Officer6 | 1,695 | 1,655 | 261 | 422 | 16 | - | 2,353 |
|---|
| Total Management Team | 12,655 | 8,996 | 1,965 | 635 | 402 | - | 11,997 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 Erik Digman Wiklund works 50% for Circio and its subsidiaries as per 31.12.2024. |
| 3)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 50% for Circio and its subsidiaries as per 31.12.2024. |
| 4)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Circio and its subsidiaries as per 31.12.2024. |
| 5)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2024. |
| 6)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2024. |
In 2024, the annual general meeting of the Company resolved that all current board members shall receive NOK 320 000 and the Chairperson of the Board NOK 535 000 for the period from the annual general meeting in 2024 and until the annual general meeting in 2025. Deputy board members shall receive NOK 160 000. If the current board members have served for a shorter period than since the annual general meeting in 2024, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period) and any prepaid remuneration shall then be repaid. The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). Members of board committees shall receive an additional remuneration of NOK 4 000 per committee meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the period.
In 2024 NOK 0.1 million, representing earned fees in RSUs, was recognized as an expense for Board remunerations in RSUs. The Group has recognized as an expense NOK 0.8 million in share-based compensation for the year 2024 to the Management Team as per 31 December 2024. There are no outstanding loans or guarantees made to the Board of Directors or the Management Team at 31 December 2024.
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2025:
| Holding shares as at 31 Dec 2025 | % ownership 31 Dec
2025 | Granted options 2025 | Forfeited options 2025 | Expired
options 2025 | Exercised
options
2025 | Holding of options as at 31 Dec 2025 | Granted RSUs 20251 | Expired
RSUs 2025 | Holding of RSUs as at 31 Dec 2025 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 169,256 | 0.12% | | | | | | - | - | 13,348 |
|---|
| Thomas Falck, Board member2 | 187,200 | 0.13% | | | | | | - | - | 9,884 |
|---|
| Diane Mellett, Board member | 193,638 | 0.13% | | | | | | - | -957 | 13,993 |
|---|
| Robert Burns, Deputy Board member | 88,458 | 0.06% | | | | | | - | -1,436 | - |
|---|
| Total Board of Directors | 638,552 | 0.44% | - | - | - | - | - | - | -2,393 | 37,225 |
|---|
| Management team: | | | | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer3 | 284,133 | 0.20% | - | - | -4,994 | - | 800,011 | | | |
|---|
| Lubor Gaal, Chief Financial Officer 4 | 187,200 | 0.13% | - | - | - | - | 623,329 | | | |
|---|
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.07% | - | - | - | - | 321,502 | | | |
|---|
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.07% | - | - | - | - | 416,658 | | | |
|---|
| Ola Melin, Chief Operating Officer | 95,266 | 0.07% | | - | - | - | 324,185 | | | |
|---|
| Total Management | 754,132 | 0.53% | - | - | -4,994 | - | 2,485,685 | - | - | - |
|---|
| Total | 1,392,684 | 0.97% | - | - | -4,994 | - | 2,485,685 | - | -2,393 | 37,225 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs. | 3)\u00a0\u00a0\u00a0\u00a0 3 333 of the shares are partly held through Digman AS. |
|---|
| 2)\u00a0\u00a0\u00a0\u00a0 The shares are held through S\u00f8len AS. | | | | 4)\u00a0\u00a0\u00a0\u00a0 The shares are held through Biopharma Drug Licensing Group AS, SL. |
|---|
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2024:
| Holding shares as at 31 Dec 20241 | % ownership 31 Dec
2024 | Granted options 2024 | Forfeited options 2024 | Expired
options 2024 | Exercised
options
2024 | Holding of options as at 31 Dec 2024 | Granted RSUs 20242 | Exercised
RSUs 2024 | Holding of RSUs as at 31 Dec 2024 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 169,256 | 0.24% | | | | | | - | - | 13,348 |
|---|
| Thomas Falck, Board member3 | 187,200 | 0.27% | | | | | | - | - | 9,884 |
|---|
| Diane Mellett, Board member | 193,638 | 0.28% | | | | | | - | - | 14,950 |
|---|
| Robert Burns, Deputy Board member | 88,458 | 0.13% | | | | | | - | - | 1,436 |
|---|
| Total Board of Directors | 638,552 | 0.91% | | | | | | - | - | 39,618 |
|---|
| Management team: | | | | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer4 | 284,133 | 0.41% | 750,000 | - | 4,994 | - | 805,005 | | | |
|---|
| Lubor Gaal, Chief Financial Officer 5 | 187,200 | 0.27% | 600,000 | - | - | - | 623,329 | | | |
|---|
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.13% | 300,000 | - | - | - | 321,502 | | | |
|---|
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.13% | 400,000 | - | - | - | 416,658 | | | |
|---|
| Ola Melin, Chief Operating Officer | 95,266 | 0.14% | 300,000 | - | - | - | 324,185 | | | |
|---|
| Total Management | 754,132 | 1.08% | 2\u00a0350\u00a0000 | - | 4,994 | - | 2,490,679 | | | |
|---|
| Total | 1,392,684 | 1.99% | 2\u00a0350\u00a0000 | - | 4,994 | - | 2,490,679 | - | - | 39,618 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 Shareholding includes shares from warrants exercise and private placement being issued on 6 January 2025 |
| 2)\u00a0\u00a0\u00a0\u00a0 Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs. |
| 3)\u00a0\u00a0\u00a0\u00a0 The shares are held through S\u00f8len AS. |
| 4)\u00a0\u00a0\u00a0\u00a0 The shares are partly held through Digman AS. |
| 5)\u00a0\u00a0\u00a0\u00a0 The shares are held through Biopharma Drug Licensing Group AS, SL. |
Total outstanding options for shares by range of exercise price at 31 December 2025:
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | Total |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | | 6,671 | 12,670 | 10,658 | 800,011 |
|---|
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | | | | 623,329 |
|---|
| Victor Levitsky, CSO | 300,000 | 3,317 | | 1,491 | | 16,694 | 321,502 |
|---|
| Thomas B Hansen. CTO | 400,000 | 13,341 | | 3,317 | | | 416,658 |
|---|
| Ola Melin, COO | 300,000 | 13,341 | | 2,497 | 8,347 | | 324,185 |
|---|
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 2,485,685 |
|---|
Total outstanding options for shares by range of exercise price at 31 December 2024:
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | 497.7 | Total |
|---|
| Management team: | | | | | | | | |
|---|
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | | 6,671 | 12670 | 10,658 | 4,994 | 805,005 |
|---|
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | | | | | 623,329 |
|---|
| Victor Levitsky, CSO | 300,000 | 3,317 | | 1,491 | | 16,694 | | 321,502 |
|---|
| Thomas B Hansen. CTO | 400,000 | 13,341 | | 3317 | | | | 416,658 |
|---|
| Ola Melin, COO | 300,000 | 13341 | | 2,497 | 8,347 | | | 324,185 |
|---|
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 4,994 | 2,490,679 |
|---|
Related party transactions
The Company entered into a consulting agreement with Levitski V-Biopharm Consulting, a Zurich based company, in April 2020. Levitski V-Biopharm Consulting is a related party of Victor Levitsky, who is a member of Circio Management Team, Chief Scientific Officer as from April 2020. Levitski V-Biopharm Consulting is entitled to a consultancy fee of NOK 378 042 (CHF 29,731) per month for a 100% position. In 2024 Viktor Levitsky had a position of 20% for six months and the other six months a position of 30%. In 2025 Viktor Levitsky had a position of 30% for three months and the other nine months a position of 50%
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 NOK 282 500 (EUR 23,854) per month for a 100% position as CFO. In addition, NOK 82 565 (EUR 7,000) per month for a 100% consultant providing analyst services was also entered in the year 2024. The analyst services were terminated at the end of January 2024.
Consultancy fees and analyst services for Levitski V-Biopharm Consulting and BioPharma Drug Licensing Group SL are in CHF and EUR respectively, NOK values as stated above are based on exchange rates as of 31.12.2025.
Related party transactions:
| GROUP |
|---|
| FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | Revenue (expense) | Receivable (Payable) at 31 December' | Revenue (expense) | Receivable (Payable) at 31 December' |
|---|
| Levitski V-Biopharm Consulting | -2,244 | - | -1329 | -238 |
|---|
| BioPharma Drug Licensing Group SL | -2,959 | -135 | -2957 | -143 |
|---|
Remuneration to the statutory auditor (excl. VAT)
| Remuneration to the statutory auditor (excl. VAT): | | | | |
|---|
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Statutory audit | 711 | 861 | 376 | 537 |
|---|
| Other attestation services | 168 | 24 | 128 | 24 |
|---|
| Tax services | 22 | 60 | 15 | 60 |
|---|
| Other services 1 | 2 | 146 | 1 | 53 |
|---|
| Total | 902 | 1091 | 519 | 674 |
|---|
| 1) Other services relates to intermediate balance report |
10. Related parties and remuneration to Management
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 remuneration principles used for the year 2025 is described in the Group\u2019s Remuneration report 2025.
Compensation tables for 2025 and 2024
| Amounts in NOK thousands 1 | Fixed annual fee as at 31 Dec 2025 | Earned fees in cash in 2025 | Earned fees in RSU\u2019s in 2025 | Earned committee meetings fee per 31.12.2025 | Exercise of share options/RSUs | Total remuneration earned in 2025 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 560 | 571 | - | 21 | - | 592 |
|---|
| Thomas Falck, Board member | 340 | 345 | - | 42 | - | 386 |
|---|
| Robert Burns, Deputy Board member | 170 | 172 | - | 21 | - | 193 |
|---|
| Diane Mellett, Board member | 340 | 345 | - | 42 | - | 386 |
|---|
| Total Board of Directors 1,2 | 1,410 | 1,433 | 0 | 125 | - | 1,558 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 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 1 | Fixed annual salary as at 31 Dec 2025 | Earned salaries in 2025 | Bonus earned in 2025 | Pension expenses in 2025 | Benefits in kind in 2025 | Exercise of share options/RSUs | Total remuneration in 2025 |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer2 | 2,807 | 2,354 | 561 | 90 | 15 | - | 3,021 |
|---|
| Lubor Gaal, Chief Financial Officer3 | 3,157 | 2,204 | 378 | - | 147 | - | 2,728 |
|---|
| Victor Levitsky, Chief Scientific Officer4 | 3,560 | 1602 | 237 | - | 406 | - | 2,244 |
|---|
| Thomas B. Hansen, Chief Technology Officer5 | 2,018 | 2,164 | 197 | 95 | 3 | - | 2,459 |
|---|
| Ola Melin, Chief Operating Officer6 | 1,838 | 1,847 | 184 | 476 | 20 | - | 2,528 |
|---|
| Total Management Team | 13,380 | 10,171 | 1,557 | 662 | 590 | - | 12,980 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 Erik Digman Wiklund works 80% for Circio and its subsidiaries as per 31.12.2025. |
| 3)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 70% for Circio and its subsidiaries as per 31.12.2025. |
| 4)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 50% for Circio and its subsidiaries as per 31.12.2025. |
| 5)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2025. |
| 6)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2025. |
In 2025, the annual general meeting of the Company resolved that all current board members shall receive NOK 340 000 and the Chairperson of the Board NOK 560 000 for the period from the annual general meeting in 2025 and until the annual general meeting in 2026. Deputy board members shall receive NOK 170 000. If the current board members have served for a shorter period than since the annual general meeting in 2025, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period) and any prepaid remuneration shall then be repaid. The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). Members of board committees shall receive an additional remuneration of NOK 4 000 per committee meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the period.
In 2025 NOK 0 million, representing earned fees in RSUs, was recognized as an expense for Board remunerations in RSUs. The Group has recognized as an expense NOK 0.9 million in share-based compensation for the year 2025 to the Management Team as per 31 December 2025. There are no outstanding loans or guarantees made to the Board of Directors or the Management Team on 31 December 2025.
| Remunerations and other benefits in 2024: | | | | | | |
|---|
| Amounts in NOK thousands 1 | Fixed annual fee as at 31 Dec 2024 | Earned fees in cash in 2024 | Earned fees in RSU\u2019s in 2024 | Earned committee meetings fee per 31.12.2024 | Exercise of share options/RSUs | Total remuneration earned in 2024 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 535 | 481 | 54 | 20 | - | 555 |
|---|
| Thomas Falck, Board member | 320 | 288 | 32 | 40 | - | 360 |
|---|
| Robert Burns, Board member 3 | 182 | 182 | - | 20 | - | 202 |
|---|
| Diane Mellett, Board member | 320 | 256 | 64 | 40 | - | 360 |
|---|
| Total Board of Directors 1,2 | 1,357 | 1,207 | 150 | 120 | - | 1,477 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 The Board members may choose to receive their Board fee either in RSUs or in cash. Please see the table for holding of RSUs for further details on the Board related remuneration. |
| 3)\u00a0\u00a0\u00a0\u00a0 Robert Burns assigned as a deputy Board member as of 19.06.2024 |
| Amounts in NOK thousands 1 | Fixed annual salary as at 31 Dec 2024 | Earned salaries in 2024 | Bonus earned in 2024 | Pension expenses in 2024 | Benefits in kind in 2024 | Exercise of share options/RSUs | Total remuneration in 2024 |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer2 | 2,694 | 2,420 | 688 | 92 | 14 | - | 3,214 |
|---|
| Lubor Gaal, Chief Financial Officer3 | 3,007 | 2,393 | 487 | - | 195 | - | 3,075 |
|---|
| Victor Levitsky, Chief Scientific Officer4 | 3,337 | 876 | 219 | - | 174 | - | 1,270 |
|---|
| Thomas B. Hansen, Chief Technology5 Officer4Affairs | 1,923 | 1,652 | 310 | 121 | 3 | - | 2,085 |
|---|
| Ola Melin, Chief Operating Officer6 | 1,695 | 1,655 | 261 | 422 | 16 | - | 2,353 |
|---|
| Total Management Team | 12,655 | 8,996 | 1,965 | 635 | 402 | - | 11,997 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 All amounts in the tables exclude National Insurance Contribution |
| 2)\u00a0\u00a0\u00a0\u00a0 Erik Digman Wiklund works 50% for Circio and its subsidiaries as per 31.12.2024. |
| 3)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in EUR multiplied by the average exchange rate throughout the year. Lubor Gaal works 50% for Circio and its subsidiaries as per 31.12.2024. |
| 4)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in CHF multiplied by the average exchange rate throughout the year. Victor Levitsky is working 20% for Circio and its subsidiaries as per 31.12.2024. |
| 5)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in DKK multiplied by the average exchange rate throughout the year. Thomas Birkballe Hansen is working 100% for Circio and its subsidiaries as per 31.12.2024. |
| 6)\u00a0\u00a0\u00a0\u00a0 Fixed annual salary is the annual salary in SEK multiplied by the average exchange rate throughout the year. Ola Melin works 100% for Circio and its subsidiaries as per 31.12.2024. |
In 2024, the annual general meeting of the Company resolved that all current board members shall receive NOK 320 000 and the Chairperson of the Board NOK 535 000 for the period from the annual general meeting in 2024 and until the annual general meeting in 2025. Deputy board members shall receive NOK 160 000. If the current board members have served for a shorter period than since the annual general meeting in 2024, the remuneration shall be pro rata adjusted down (based on the number of days served compared to the full period) and any prepaid remuneration shall then be repaid. The members of the board of directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). Members of board committees shall receive an additional remuneration of NOK 4 000 per committee meeting, however not less than NOK 20 000 for the period and the chairpersons of such committees shall receive remuneration of NOK 8 000 per meeting, however not less than NOK 40 000 for the period.
In 2024 NOK 0.1 million, representing earned fees in RSUs, was recognized as an expense for Board remunerations in RSUs. The Group has recognized as an expense NOK 0.8 million in share-based compensation for the year 2024 to the Management Team as per 31 December 2024. There are no outstanding loans or guarantees made to the Board of Directors or the Management Team at 31 December 2024.
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2025:
| Holding shares as at 31 Dec 2025 | % ownership 31 Dec
2025 | Granted options 2025 | Forfeited options 2025 | Expired
options 2025 | Exercised
options
2025 | Holding of options as at 31 Dec 2025 | Granted RSUs 20251 | Expired
RSUs 2025 | Holding of RSUs as at 31 Dec 2025 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 169,256 | 0.12% | | | | | | - | - | 13,348 |
|---|
| Thomas Falck, Board member2 | 187,200 | 0.13% | | | | | | - | - | 9,884 |
|---|
| Diane Mellett, Board member | 193,638 | 0.13% | | | | | | - | -957 | 13,993 |
|---|
| Robert Burns, Deputy Board member | 88,458 | 0.06% | | | | | | - | -1,436 | - |
|---|
| Total Board of Directors | 638,552 | 0.44% | - | - | - | - | - | - | -2,393 | 37,225 |
|---|
| Management team: | | | | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer3 | 284,133 | 0.20% | - | - | -4,994 | - | 800,011 | | | |
|---|
| Lubor Gaal, Chief Financial Officer 4 | 187,200 | 0.13% | - | - | - | - | 623,329 | | | |
|---|
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.07% | - | - | - | - | 321,502 | | | |
|---|
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.07% | - | - | - | - | 416,658 | | | |
|---|
| Ola Melin, Chief Operating Officer | 95,266 | 0.07% | | - | - | - | 324,185 | | | |
|---|
| Total Management | 754,132 | 0.53% | - | - | -4,994 | - | 2,485,685 | - | - | - |
|---|
| Total | 1,392,684 | 0.97% | - | - | -4,994 | - | 2,485,685 | - | -2,393 | 37,225 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs. | 3)\u00a0\u00a0\u00a0\u00a0 3 333 of the shares are partly held through Digman AS. |
|---|
| 2)\u00a0\u00a0\u00a0\u00a0 The shares are held through S\u00f8len AS. | | | | 4)\u00a0\u00a0\u00a0\u00a0 The shares are held through Biopharma Drug Licensing Group AS, SL. |
|---|
Holding of shares, options for shares and RSUs, including those of close associates, as at 31 December 2024:
| Holding shares as at 31 Dec 20241 | % ownership 31 Dec
2024 | Granted options 2024 | Forfeited options 2024 | Expired
options 2024 | Exercised
options
2024 | Holding of options as at 31 Dec 2024 | Granted RSUs 20242 | Exercised
RSUs 2024 | Holding of RSUs as at 31 Dec 2024 |
|---|
| Board of Directors of Circio Holding ASA: | | | | | | | | | | |
|---|
| Damian Marron, Chairperson of the Board | 169,256 | 0.24% | | | | | | - | - | 13,348 |
|---|
| Thomas Falck, Board member3 | 187,200 | 0.27% | | | | | | - | - | 9,884 |
|---|
| Diane Mellett, Board member | 193,638 | 0.28% | | | | | | - | - | 14,950 |
|---|
| Robert Burns, Deputy Board member | 88,458 | 0.13% | | | | | | - | - | 1,436 |
|---|
| Total Board of Directors | 638,552 | 0.91% | | | | | | - | - | 39,618 |
|---|
| Management team: | | | | | | | | | | |
|---|
| Erik Digman Wiklund, Chief Executive Officer4 | 284,133 | 0.41% | 750,000 | - | 4,994 | - | 805,005 | | | |
|---|
| Lubor Gaal, Chief Financial Officer 5 | 187,200 | 0.27% | 600,000 | - | - | - | 623,329 | | | |
|---|
| Victor Levitsky, Chief Scientific Officer | 93,933 | 0.13% | 300,000 | - | - | - | 321,502 | | | |
|---|
| Thomas B Hansen, Chief Technology Officer | 93,600 | 0.13% | 400,000 | - | - | - | 416,658 | | | |
|---|
| Ola Melin, Chief Operating Officer | 95,266 | 0.14% | 300,000 | - | - | - | 324,185 | | | |
|---|
| Total Management | 754,132 | 1.08% | 2\u00a0350\u00a0000 | - | 4,994 | - | 2,490,679 | | | |
|---|
| Total | 1,392,684 | 1.99% | 2\u00a0350\u00a0000 | - | 4,994 | - | 2,490,679 | - | - | 39,618 |
|---|
| 1)\u00a0\u00a0\u00a0\u00a0 Shareholding includes shares from warrants exercise and private placement being issued on 6 January 2025 |
| 2)\u00a0\u00a0\u00a0\u00a0 Granted RSUs to the Board of Directors are a part of the yearly Board remuneration fee which the Board members can select either to receive in cash or in RSUs. |
| 3)\u00a0\u00a0\u00a0\u00a0 The shares are held through S\u00f8len AS. |
| 4)\u00a0\u00a0\u00a0\u00a0 The shares are partly held through Digman AS. |
| 5)\u00a0\u00a0\u00a0\u00a0 The shares are held through Biopharma Drug Licensing Group AS, SL. |
Total outstanding options for shares by range of exercise price at 31 December 2025:
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | Total |
|---|
| Management team: | | | | | | | |
|---|
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | | 6,671 | 12,670 | 10,658 | 800,011 |
|---|
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | | | | 623,329 |
|---|
| Victor Levitsky, CSO | 300,000 | 3,317 | | 1,491 | | 16,694 | 321,502 |
|---|
| Thomas B Hansen. CTO | 400,000 | 13,341 | | 3,317 | | | 416,658 |
|---|
| Ola Melin, COO | 300,000 | 13,341 | | 2,497 | 8,347 | | 324,185 |
|---|
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 2,485,685 |
|---|
Total outstanding options for shares by range of exercise price at 31 December 2024:
| Exercise price in NOK | 0.76 | 34.5 | 45.9 | 65.4-66.2 | 180-181.8 | 214.8-288.3 | 497.7 | Total |
|---|
| Management team: | | | | | | | | |
|---|
| Erik Digman Wiklund, CEO | 750,000 | 20,012 | | 6,671 | 12670 | 10,658 | 4,994 | 805,005 |
|---|
| Lubor Gaal, CFO | 600,000 | 13,341 | 9,988 | | | | | 623,329 |
|---|
| Victor Levitsky, CSO | 300,000 | 3,317 | | 1,491 | | 16,694 | | 321,502 |
|---|
| Thomas B Hansen. CTO | 400,000 | 13,341 | | 3317 | | | | 416,658 |
|---|
| Ola Melin, COO | 300,000 | 13341 | | 2,497 | 8,347 | | | 324,185 |
|---|
| Total Management | 2,350,000 | 63,352 | 9,988 | 13,976 | 21,017 | 27,352 | 4,994 | 2,490,679 |
|---|
Related party transactions
The Company entered into a consulting agreement with Levitski V-Biopharm Consulting, a Zurich based company, in April 2020. Levitski V-Biopharm Consulting is a related party of Victor Levitsky, who is a member of Circio Management Team, Chief Scientific Officer as from April 2020. Levitski V-Biopharm Consulting is entitled to a consultancy fee of NOK 378 042 (CHF 29,731) per month for a 100% position. In 2024 Viktor Levitsky had a position of 20% for six months and the other six months a position of 30%. In 2025 Viktor Levitsky had a position of 30% for three months and the other nine months a position of 50%
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 NOK 282 500 (EUR 23,854) per month for a 100% position as CFO. In addition, NOK 82 565 (EUR 7,000) per month for a 100% consultant providing analyst services was also entered in the year 2024. The analyst services were terminated at the end of January 2024.
Consultancy fees and analyst services for Levitski V-Biopharm Consulting and BioPharma Drug Licensing Group SL are in CHF and EUR respectively, NOK values as stated above are based on exchange rates as of 31.12.2025.
Related party transactions:
| GROUP |
|---|
| FY 2025 | FY 2024 |
|---|
| Amounts in NOK thousands | Revenue (expense) | Receivable (Payable) at 31 December' | Revenue (expense) | Receivable (Payable) at 31 December' |
|---|
| Levitski V-Biopharm Consulting | -2,244 | - | -1329 | -238 |
|---|
| BioPharma Drug Licensing Group SL | -2,959 | -135 | -2957 | -143 |
|---|
Remuneration to the statutory auditor (excl. VAT)
| Remuneration to the statutory auditor (excl. VAT): | | | | |
|---|
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Statutory audit | 711 | 861 | 376 | 537 |
|---|
| Other attestation services | 168 | 24 | 128 | 24 |
|---|
| Tax services | 22 | 60 | 15 | 60 |
|---|
| Other services 1 | 2 | 146 | 1 | 53 |
|---|
| Total | 902 | 1091 | 519 | 674 |
|---|
| 1) Other services relates to intermediate balance report |
| Remuneration to the statutory auditor (excl. VAT): | | | | |
|---|
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Statutory audit | 711 | 861 | 376 | 537 |
|---|
| Other attestation services | 168 | 24 | 128 | 24 |
|---|
| Tax services | 22 | 60 | 15 | 60 |
|---|
| Other services 1 | 2 | 146 | 1 | 53 |
|---|
| Total | 902 | 1091 | 519 | 674 |
|---|
| 1) Other services relates to intermediate balance report |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"fact-45": {
"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 June 2025 the Board of Directors was authorized to increase the Group\u2019s share capital in connection with share incentive arrangements by up to NOK 5 684 565.1. This authorization replaces the previous authorizations to increase the share capital by up to 2 428 639.5. At an extraordinary general meeting on 12 January 2026 the Board of Directors was authorized to increase the Group\u2019s share capital by up to NOK 8\u00a0617\u00a0544.5, replacing the authorizations by up to 5 684 565.1.
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 100 000 share options during 2025 and 3 450 000 share options during 2024.
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 2025 and 2024 is estimated at average of 83.73% and 83.70%, based on the volatility of comparable listed companies. The volume weighted average interest rate applied to the share options grants in 2025 and 2024 is 3.60% and 3.60%.
The following table shows the changes in outstanding options in 2025 and 2024:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| No. of options | Weighted avg. exercise price (in NOK) | No. of options | Weighted avg. exercise price (in NOK) | No. of options | Weighted avg. exercise price (in NOK) | No. of options | Weighted avg. exercise price (in NOK) |
|---|
| Outstanding at 1 January | 3,670,796 | 9.67 | 267,230 | 214.83 | 3,670,796 | 9.67 | 267,230 | 214.83 |
|---|
| Granted during the period | 100,000 | 0.65 | 3,450,000 | 0.76 | 100,000 | 0.65 | 3,450,000 | 0.76 |
|---|
| Exercised during the period | - | - | - | - | - | - | - | - |
|---|
| Forfeited | -45,020 | 190.79 | -3,128 | 61.42 | -45,020 | 190.79 | -3,128 | 61.42 |
|---|
| Expired | -15,959 | 460.24 | -43,306 | 562.56 | -15,959 | 460.24 | -43,306 | 562.56 |
|---|
| Outstanding no. of options at end of period | 3,709,817 | 5.29 | 3,670,796 | 9.67 | 3,709,817 | 5.29 | 3,670,796 | 9.67 |
|---|
See Circio\u2019s Remuneration report for further information on granted share options to Management Team.
The average fair value of options granted in 2025 was 0.37 per share and 0.52 per share in 2024. The weighted- average assumptions used to determine the Black Scholes fair value of options granted in 2025 and 2024 were:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Volatility (%) | 83.73 | 83.70 | 83.73 | 83.70 |
|---|
| Expected life (in years) | 4.58 | 4.58 | 4.58 | 4.58 |
|---|
| Risk-free interest rate (%) | 3.60 | 3.60 | 3.60 | 3.60 |
|---|
| Share price (NOK)1 | 1.16 | 0.78 | 1.16 | 0.78 |
|---|
| Exercise price (NOK) | 0.65 | 0.76 | 0.65 | 0.76 |
|---|
| 1 Historical trading prices have been adjusted following the rights issue, which explains why the closing price on Euronext shows NOK 1.13 as of 31.12.2025. The fair value calculation uses the pre-adjusted closing prices from 31.12.2025, NOK 1.16. |
The expensed share options, NOK 1.2 million in 2025 (Targovax Solutions AS: NOK 0.8 million, and Circio AB: NOK 0.5 million) and NOK 0.9 million in 2024 (Targovax Solutions AS: NOK 0.5 million, and Circio AB: NOK 0.4 million), includes management estimate for employee turnover. The estimated turnover rate used for the year 2025 and 2024 was 1.2% and 9.74%.
At 31 December 2025, 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 12/31/2025 | Weighted average remaining contractual life | Weighted average remaining years until vesting | Weighted average exercise price | Vested outstanding per 12/31/2025 | Weighted average exercise price | Weighted average remaining life vested |
|---|
| 0.00-1.00 | 3,550,000 | 5.90 | 1.08 | 0.76 | 934,375 | 0.76 | 5.90 |
|---|
| 1.00-35.00 | 77,762 | 3.97 | 0.13 | 34.46 | 58,358 | 34.45 | 3.97 |
|---|
| 35.00.-50.00 | 9,988 | 3.18 | 0.01 | 45.90 | 9,364 | 45.90 | 3.18 |
|---|
| 50.00-100.00 | 16,958 | 2.99 | - | 65.55 | 16,889 | 65.54 | 2.99 |
|---|
| 100.00-200.00 | 23,433 | 2.25 | - | 179.94 | 23,433 | 179.94 | 2.25 |
|---|
| 200.00-400.00 | 31,676 | 1.46 | - | 266.85 | 31,676 | 266.85 | 1.46 |
|---|
| 400.00- | - | - | - | - | - | - | - |
|---|
| Total | 3,709,817 | 5.78 | 1.04 | 5.29 | 1,074,095 | 15.76 | 5.51 |
|---|
At 31 December 2024, the range of exercise prices and weighted average remaining contractual life of the options were as follows:
| Outstanding options | | | | Vested outstanding | | |
|---|
| Exercise price | Outstanding options per 12/31/2024 | Weighted average remaining contractual life | Weighted average remaining years until vesting | Weighted average exercise price | Vested outstanding per 12/31/2024 | Weighted average exercise price | Weighted average remaining life vested |
|---|
| 0.00-1.00 | 3,450,000 | 6.90 | 2.05 | 0.76 | - | - | - |
|---|
| 1.00-35.00 | 81,280 | 4.97 | 0.50 | 34.46 | 41,128 | 34.43 | 4.97 |
|---|
| 35.00.-50.00 | 10,473 | 4.20 | 0.20 | 45.69 | 7,153 | 45.72 | 4.20 |
|---|
| 50.00-100.00 | 25,374 | 3.99 | 0.09 | 65.39 | 21,069 | 65.36 | 3.99 |
|---|
| 100.00-200.00 | 32,075 | 2.89 | 0.04 | 178.75 | 28,595 | 178.46 | 2.78 |
|---|
| 200.00-400.00 | 56,929 | 2.52 | - | 261.43 | 56,929 | 261.43 | 2.52 |
|---|
| 400.00- | 14,665 | 0.09 | - | 497.70 | 14,665 | 497.70 | 0.09 |
|---|
| Total | 3,670,796 | 6.70 | 1.94 | 9.67 | 169,539 | 179.34 | 3.20 |
|---|
From 1 January 2026 to 15 April 2026 , 3\u00a0700 000 share options were granted to members of management, 1 300 000 share options were granted to other employees of the Group.
Restricted Stock Units
The Board of Directors may choose to receive their remuneration, or parts thereof, in the form of restricted stock units (RSUs). If the Board members choose to receive the Board remuneration in RSUs they must choose to either (i) receive 100% of the compensation in RSUs, (ii) receive 1/3 of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of the compensation in cash and 1/3 in RSUs.
The number of RSUs to be granted to the members of the Board of Directors is calculated as the NOK amount of the RSU opted portion of total compensation to the Board member, divided by the market price of the Circio Holding ASA share. The market price is calculated as the volume weighted average share price the 10 trading days prior to the grant date. The RSUs will be non-transferrable and each RSU will give the right and obligation to acquire shares in Circio Holding ASA (at nominal value) subject to satisfaction of the applicable vesting conditions. When the RSUs have vested, the participant must during the following three-year period select when to take delivery of the shares.
The compensation to each member of the Board of Directors for the period between the AGM 2025-2026 has been set out in the minutes from the Annual General Meeting 5 June 2025. The general assembly decided to remunerate the Board of Directors for the period between the AGM 2025 to the AGM 2026 with a combination of cash and Restricted Stock Units (RSUs). All board members chose cash, hence no RSU\u2019s were granted to the Board of Directors in 2025 nor 2024.
The RSUs expenses in 2025 and 2024 were NOK 0 million and NOK 0.1 million. A total of 61 628 RSUs were outstanding at 31 December 2025.
The following table shows the changes in outstanding RSUs in 2025 and 2024:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| No. of RSUs | Weighted avg. exercise price (in NOK) | No. of RSUs | Weighted avg. exercise price (in NOK) | No. of RSUs | Weighted avg. exercise price (in NOK) | No. of RSUs | Weighted avg. exercise price (in NOK) |
|---|
| Outstanding at 1 January | 65,557 | 0.60 | 87,707 | 0.60 | 65,557 | 0.60 | 87,707 | 0.60 |
|---|
| Granted during the period | - | | - | - | - | | - | - |
|---|
| Exercised during the period | - | | - | - | - | | - | - |
|---|
| Forfeited | - | | -21,427 | 0.60 | - | | -21,427 | 0.60 |
|---|
| Expired | -3,929 | 0.60 | -723 | 0.60 | -3,929 | 0.60 | -723 | 0.60 |
|---|
| Outstanding no. of Restricted Stock Units at end of period | 61,628 | 0.60 | 65,557 | 0.60 | 61,628 | 0.60 | 65,557 | 0.60 |
|---|
From 1 January 2025 to 15 April 2026 no RSUs have been granted to the 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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Consultancy, advisors' expenses and IR | 3,251 | 3,784 | 1,953 | 2,399 |
|---|
| Travel expenses | 630 | 681 | - | - |
|---|
| Facilities expenses | 284 | 647 | - | - |
|---|
| IT services and IT-related accessories | 952 | 1,589 | 107 | 95 |
|---|
| Conferences and training | 179 | 191 | - | 11 |
|---|
| Other | 1,848 | 1,762 | 1,567 | 1,351 |
|---|
| Governmental grants | - | -221 | - | - |
|---|
| Total operating expenses | 7,145 | 8,433 | 3,627 | 3,857 |
|---|
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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Consultancy, advisors' expenses and IR | 3,251 | 3,784 | 1,953 | 2,399 |
|---|
| Travel expenses | 630 | 681 | - | - |
|---|
| Facilities expenses | 284 | 647 | - | - |
|---|
| IT services and IT-related accessories | 952 | 1,589 | 107 | 95 |
|---|
| Conferences and training | 179 | 191 | - | 11 |
|---|
| Other | 1,848 | 1,762 | 1,567 | 1,351 |
|---|
| Governmental grants | - | -221 | - | - |
|---|
| Total operating expenses | 7,145 | 8,433 | 3,627 | 3,857 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
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:
- 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
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Financial assets at amortized cost
Currently, all the Group's financial assets are categorized as receivables, see note 17 Receivables. The Group has currently not recognized any non-current financial assets.
Financial liabilities
Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. Derivatives are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.
Payables are measured at their nominal amount when the effect of discounting is not material.
The conversion right of convertible bonds has been measured to have zero value at initial recognition.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
Liabilities at amortized cost (Loans and borrowings)
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. See note 20 Interest-bearing debt and 21 Current liabilities for information about Business Finland loans.
Finance income and expense
All finance income and finance expense, except for foreign exchange income/expense, are related to financial assets and financial liabilities carried at amortized cost. Finance income consists of interest income and foreign exchange gain. Finance expense mainly consists of interest expense and exchange loss. However, as the loan with Business Finland was fully waived in 2024, due to the liquidation of the subsidiary Targovax Oy, NOK 69.2 million was recognized as other finance income
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest income on bank deposit | 26 | 43 | 3 | 4 |
|---|
| Interest income on Money Market fund, Nordea Likviditet III | 2 | 11 | - | - |
|---|
| Interest income on tax repaid | 43 | 7 | - | - |
|---|
| Net currency gain - bank and other operating items | -7 | - | - | - |
|---|
| Other finance income 1 | - | 106,454 | - | - |
|---|
| Total finance income | 65 | 106,515 | 3 | 4 |
|---|
| 1 Other finance income relates to the waiver of the Business Finland loans comprising finance income for the waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for waiver of NOK 72.2m (EUR 6,2m) and reversal of accrued payable interest of NOK 0,8m (EUR 0.1m), deducted for amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was amortized interest expense of NOK 3.8m (EUR 0.3m). In addition, translation differences of NOK 37.2m was reclassified from Comprehensive income to Other finance income due to the liquidation of Targovax OY. |
|---|
| GROUP | PARENT |
|---|
| (Amounts in NOK thousands except per share data) | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Other finance expense related to convertible bond | 4,657 | 5,352 | 4,657 | 5,352 |
|---|
| Other interest expense | 169 | 20 | 159 | 20 |
|---|
| Impaired receivables | - | 1,116 | - | - |
|---|
| Impairment investment subsidiary | - | - | 1,240 | 885 |
|---|
| Net currency loss - bank and other operating items | - | 12 | 23 | - |
|---|
| Other finance expense | 94 | - | 94 | - |
|---|
| Total finance expense | 4,920 | 6,500 | 6,173 | 6,257 |
|---|
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory",
"language": "en",
"entity": "scheme:5967007LIEEXZXFYNS31",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"fact-62": {
"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. Targovax Oy was liquidated during 2024 and hence no taxable losses to carry forward and no taxable profit for the year 2024. The Group considers that a deferred tax asset related to accumulated tax losses cannot be recognized in the statement of financial position until the product under development has been approved for marketing by the relevant authorities. This assumption is continually assessed, and changes could lead to significant deferred tax asset being recognized in the future. This assumption requires significant management judgment.
The Group is in the research phase of its product development and has incurred significant tax losses related to its operations. Circio Holding ASA has a total tax loss carried forward of NOK 54 million at 31 December 2025 (31 December 2024: NOK 39 million). Targovax Solutions AS has a total tax carried forward of NOK 607 million (31 December 2024: NOK 602 million). Circio AB has a total tax loss carried forward of NOK 79 million at 31 December 2025 (31 December 2024: NOK 47 million).
The tax effects of temporary differences and tax losses carried forward at 31 December are as follows:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Intangible and fixed assets | - | -19 | - | - |
|---|
| Share options and RSUs | -5 | -1 | - | -1 |
|---|
| Financial instruments | 6 | 42 | - | - |
|---|
| Tax loss carried forward | -749,876 | -703,860 | -53,730 | -39,164 |
|---|
| Temporary differences and tax losses carried forward at 31.12 | -749,875 | -703,838 | -53,730 | -39,165 |
|---|
| Temporary differences and tax losses carried forward at 31.12 not recognized | -749,875 | -703,838 | -53,730 | -39,165 |
|---|
| Deferred tax asset (22%/22%) not recognized | -164,973 | -154,844 | -11,821 | -8,616 |
|---|
| Deferred tax asset 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:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Loss before income tax | -45,907 | 57,523 | -15,690 | -14,556 |
|---|
| Tax calculated at domestic rate (22%) / (22%) | -10,099 | 12,655 | -3,452 | -3,202 |
|---|
| Tax effect permanent differences | 428 | -705 | 247 | -1,071 |
|---|
| Change in deferred tax asset not recognized | 9,706 | -12,105 | 3,205 | 4,274 |
|---|
| Effect on different tax rates in countries in which the Group operates | -34 | 155 | - | - |
|---|
| Tax income / expense (-) recognized in the Statement of profit or loss | - | - | - | - |
|---|
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. Targovax Oy was liquidated during 2024 and hence no taxable losses to carry forward and no taxable profit for the year 2024. The Group considers that a deferred tax asset related to accumulated tax losses cannot be recognized in the statement of financial position until the product under development has been approved for marketing by the relevant authorities. This assumption is continually assessed, and changes could lead to significant deferred tax asset being recognized in the future. This assumption requires significant management judgment.
The Group is in the research phase of its product development and has incurred significant tax losses related to its operations. Circio Holding ASA has a total tax loss carried forward of NOK 54 million at 31 December 2025 (31 December 2024: NOK 39 million). Targovax Solutions AS has a total tax carried forward of NOK 607 million (31 December 2024: NOK 602 million). Circio AB has a total tax loss carried forward of NOK 79 million at 31 December 2025 (31 December 2024: NOK 47 million).
The tax effects of temporary differences and tax losses carried forward at 31 December are as follows:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Intangible and fixed assets | - | -19 | - | - |
|---|
| Share options and RSUs | -5 | -1 | - | -1 |
|---|
| Financial instruments | 6 | 42 | - | - |
|---|
| Tax loss carried forward | -749,876 | -703,860 | -53,730 | -39,164 |
|---|
| Temporary differences and tax losses carried forward at 31.12 | -749,875 | -703,838 | -53,730 | -39,165 |
|---|
| Temporary differences and tax losses carried forward at 31.12 not recognized | -749,875 | -703,838 | -53,730 | -39,165 |
|---|
| Deferred tax asset (22%/22%) not recognized | -164,973 | -154,844 | -11,821 | -8,616 |
|---|
| Deferred tax asset 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:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Loss before income tax | -45,907 | 57,523 | -15,690 | -14,556 |
|---|
| Tax calculated at domestic rate (22%) / (22%) | -10,099 | 12,655 | -3,452 | -3,202 |
|---|
| Tax effect permanent differences | 428 | -705 | 247 | -1,071 |
|---|
| Change in deferred tax asset not recognized | 9,706 | -12,105 | 3,205 | 4,274 |
|---|
| Effect on different tax rates in countries in which the Group operates | -34 | 155 | - | - |
|---|
| Tax income / expense (-) recognized in the Statement of profit or loss | - | - | - | - |
|---|
15. Investments in subsidiaries
Shares and investments intended for long-term ownership are reported in the Company\u2019s statement of financial position as non-current assets and valued at cost. The Company determines at each reporting date whether there is any objective indication that the investment in the subsidiary is impaired. If this is the case, the amount of impairment is calculated as the difference between the recoverable amount of the subsidiary and it\u2019s carrying value and recognizes the amount in the statement of profit or loss. Any realized and unrealized losses and any impairments relating to these investments will be included in the Company\u2019s statement of comprehensive income as financial items.
| Parent company | Location | Year incorp. | Share capital | Ownership |
|---|
| Subsidiary: | | | | |
|---|
| Targovax Solutions AS | Oslo, Norway | 2022 | NOK\u00a030\u00a0000 | 100% |
|---|
| Subsidiary of Targovax Solutions AS: | | | | |
|---|
| - Circio AB | Huddinge, Sweden | 2022 | SEK\u00a050\u00a0000 | 100% |
|---|
16. Property, plant and equipment
Property, Plant and equipment (non-current assets) are carried at cost less accumulated depreciation and accumulated impairment losses. Acquisition cost includes expenditures that are directly attributable to the acquisition of the individual item. Other non-current assets are depreciated on a straight-line basis over the expected useful life of the asset. lf significant individual parts of the assets have different useful lives, they are recognized and depreciated separately. Depreciation commences when the assets are ready for their intended use.
At the end of each reporting period, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss.
Property, plant and equipment consist of:
Lab equipment with an estimated useful life of 10 years and furniture and fittings with an estimated useful life of 5 years. No impairment losses have been recognized.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | Macinery and equipment | Total | Macinery and equipment | Total |
|---|
| Cost | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Additions | 189 | 189 | | |
|---|
| Disposals | - | - | | |
|---|
| Exchange differences | - | - | | |
|---|
| At 31 December 2024 | 189 | 189 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 189 | | | |
|---|
| Additions | - | | | |
|---|
| Disposals | - | | | |
|---|
| Exchange differences | 11 | | | |
|---|
| At 31 December 2025 | 200 | | - | - |
|---|
| Accumulated depreciation and impairment | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Depreciation and impairment charge | 5 | 5 | | |
|---|
| At 31 December 2024 | 5 | 5 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 5 | | | |
|---|
| Depreciation and impairment charge | 19 | | | |
|---|
| At 31 December 2025 | 24 | | | |
|---|
| Carrying amount: | | | | |
|---|
| At 31 December 2024 | 185 | 185 | - | - |
|---|
| At 31 December 2025 | 176 | - | - | - |
|---|
16. Property, plant and equipment
Property, Plant and equipment (non-current assets) are carried at cost less accumulated depreciation and accumulated impairment losses. Acquisition cost includes expenditures that are directly attributable to the acquisition of the individual item. Other non-current assets are depreciated on a straight-line basis over the expected useful life of the asset. lf significant individual parts of the assets have different useful lives, they are recognized and depreciated separately. Depreciation commences when the assets are ready for their intended use.
At the end of each reporting period, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss.
Property, plant and equipment consist of:
Lab equipment with an estimated useful life of 10 years and furniture and fittings with an estimated useful life of 5 years. No impairment losses have been recognized.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | Macinery and equipment | Total | Macinery and equipment | Total |
|---|
| Cost | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Additions | 189 | 189 | | |
|---|
| Disposals | - | - | | |
|---|
| Exchange differences | - | - | | |
|---|
| At 31 December 2024 | 189 | 189 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 189 | | | |
|---|
| Additions | - | | | |
|---|
| Disposals | - | | | |
|---|
| Exchange differences | 11 | | | |
|---|
| At 31 December 2025 | 200 | | - | - |
|---|
| Accumulated depreciation and impairment | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Depreciation and impairment charge | 5 | 5 | | |
|---|
| At 31 December 2024 | 5 | 5 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 5 | | | |
|---|
| Depreciation and impairment charge | 19 | | | |
|---|
| At 31 December 2025 | 24 | | | |
|---|
| Carrying amount: | | | | |
|---|
| At 31 December 2024 | 185 | 185 | - | - |
|---|
| At 31 December 2025 | 176 | - | - | - |
|---|
16. Property, plant and equipment
Property, Plant and equipment (non-current assets) are carried at cost less accumulated depreciation and accumulated impairment losses. Acquisition cost includes expenditures that are directly attributable to the acquisition of the individual item. Other non-current assets are depreciated on a straight-line basis over the expected useful life of the asset. lf significant individual parts of the assets have different useful lives, they are recognized and depreciated separately. Depreciation commences when the assets are ready for their intended use.
At the end of each reporting period, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss.
Property, plant and equipment consist of:
Lab equipment with an estimated useful life of 10 years and furniture and fittings with an estimated useful life of 5 years. No impairment losses have been recognized.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | Macinery and equipment | Total | Macinery and equipment | Total |
|---|
| Cost | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Additions | 189 | 189 | | |
|---|
| Disposals | - | - | | |
|---|
| Exchange differences | - | - | | |
|---|
| At 31 December 2024 | 189 | 189 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 189 | | | |
|---|
| Additions | - | | | |
|---|
| Disposals | - | | | |
|---|
| Exchange differences | 11 | | | |
|---|
| At 31 December 2025 | 200 | | - | - |
|---|
| Accumulated depreciation and impairment | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Depreciation and impairment charge | 5 | 5 | | |
|---|
| At 31 December 2024 | 5 | 5 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 5 | | | |
|---|
| Depreciation and impairment charge | 19 | | | |
|---|
| At 31 December 2025 | 24 | | | |
|---|
| Carrying amount: | | | | |
|---|
| At 31 December 2024 | 185 | 185 | - | - |
|---|
| At 31 December 2025 | 176 | - | - | - |
|---|
16. Property, plant and equipment
Property, Plant and equipment (non-current assets) are carried at cost less accumulated depreciation and accumulated impairment losses. Acquisition cost includes expenditures that are directly attributable to the acquisition of the individual item. Other non-current assets are depreciated on a straight-line basis over the expected useful life of the asset. lf significant individual parts of the assets have different useful lives, they are recognized and depreciated separately. Depreciation commences when the assets are ready for their intended use.
At the end of each reporting period, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss.
Property, plant and equipment consist of:
Lab equipment with an estimated useful life of 10 years and furniture and fittings with an estimated useful life of 5 years. No impairment losses have been recognized.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | Macinery and equipment | Total | Macinery and equipment | Total |
|---|
| Cost | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Additions | 189 | 189 | | |
|---|
| Disposals | - | - | | |
|---|
| Exchange differences | - | - | | |
|---|
| At 31 December 2024 | 189 | 189 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 189 | | | |
|---|
| Additions | - | | | |
|---|
| Disposals | - | | | |
|---|
| Exchange differences | 11 | | | |
|---|
| At 31 December 2025 | 200 | | - | - |
|---|
| Accumulated depreciation and impairment | | | | |
|---|
| 2024 | | | | |
|---|
| Opening balance | - | - | | |
|---|
| Depreciation and impairment charge | 5 | 5 | | |
|---|
| At 31 December 2024 | 5 | 5 | - | - |
|---|
| 2025 | | | | |
|---|
| Opening balance | 5 | | | |
|---|
| Depreciation and impairment charge | 19 | | | |
|---|
| At 31 December 2025 | 24 | | | |
|---|
| Carrying amount: | | | | |
|---|
| At 31 December 2024 | 185 | 185 | - | - |
|---|
| At 31 December 2025 | 176 | - | - | - |
|---|
17. 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.
As of 31 December 2025, a receivable from the subsidiary Targovax Solutions AS is recognized at a nominal and carrying value of NOK 892,017,848, of which NOK 791,513,111 has been impaired. An agreement has been entered into whereby the parent company will not require repayment of this receivable, and accordingly, the claim has no fixed maturity date. It is intended that the receivable will, over time, be converted into equity in Targovax Solutions AS. Circio Holding ASA has issued a subordination agreement in respect of this receivable and has committed to providing additional financial support to the company\u2019s operations for the next twelve months.
Other receivables comprise VAT receivables, prepaid expenses and the 2% facility fee related to the convertible bond. See note 22 Convertible Bond for more information about the convertible bond facility.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Trade receivables | - | | 223 | - |
|---|
| Receivable government grants | 2,052 | 300 | - | - |
|---|
| Receivable from subsidiaries | - | - | 94,453 | 57,405 |
|---|
| Short-term deposits | 73 | 73 | - | - |
|---|
| Financial assets receivables | 2,126 | 373 | 94,676 | 57,405 |
|---|
| Other receivables | 2,405 | 3,011 | 594 | 1,782 |
|---|
| Total receivables | 4,530 | 3,384 | 95,269 | 59,187 |
|---|
18. Cash and cash equivalents
Cash and short-term deposits in the Statement of financial position comprise cash at bank and other short-term highly liquid investments with original maturities of three months or less.
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Bank deposits | 6,044 | 18,213 | 112 | 15,754 |
|---|
| Money Market fund, Nordea Likviditet III | 6 | 42 | - | - |
|---|
| Total cash and cash equivalents | 6,050 | 18,255 | 112 | 15,754 |
|---|
Restricted cash specification:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Income tax withholding from employee | 369 | 339 | - | - |
|---|
| Rent deposits 1 | 73 | 73 | - | - |
|---|
| Other 1 | - | - | - | - |
|---|
| Total restricted cash | 442 | 413 | - | - |
|---|
| 1) Classified as Receivables. |
18. Cash and cash equivalents
Cash and short-term deposits in the Statement of financial position comprise cash at bank and other short-term highly liquid investments with original maturities of three months or less.
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Bank deposits | 6,044 | 18,213 | 112 | 15,754 |
|---|
| Money Market fund, Nordea Likviditet III | 6 | 42 | - | - |
|---|
| Total cash and cash equivalents | 6,050 | 18,255 | 112 | 15,754 |
|---|
Restricted cash specification:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Income tax withholding from employee | 369 | 339 | - | - |
|---|
| Rent deposits 1 | 73 | 73 | - | - |
|---|
| Other 1 | - | - | - | - |
|---|
| Total restricted cash | 442 | 413 | - | - |
|---|
| 1) Classified as Receivables. |
18. Cash and cash equivalents
Cash and short-term deposits in the Statement of financial position comprise cash at bank and other short-term highly liquid investments with original maturities of three months or less.
| GROUP | | PARENT | |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Bank deposits | 6,044 | 18,213 | 112 | 15,754 |
|---|
| Money Market fund, Nordea Likviditet III | 6 | 42 | - | - |
|---|
| Total cash and cash equivalents | 6,050 | 18,255 | 112 | 15,754 |
|---|
Restricted cash specification:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Income tax withholding from employee | 369 | 339 | - | - |
|---|
| Rent deposits 1 | 73 | 73 | - | - |
|---|
| Other 1 | - | - | - | - |
|---|
| Total restricted cash | 442 | 413 | - | - |
|---|
| 1) Classified as Receivables. |
19. Share capital and shareholder information
Share capital as at 31 December 2025 is 86,175,445.2 (31 December 2024: 42,090,397.20 ) comprising 143,625,742 ordinary shares at nominal value NOK 0.60 (31 December 2024: 70 150 662). The share capital as at 31 December 2024 includes NOK 10 695 007.80 from the issuance of 17 825 013 shares related to the warrants exercise and private placement completed in December 2024. The share capital increase was approved in December, while the shares were issued and listed on 6 January 2025. All shares carry equal voting rights.
The movement in the number of shares during the period was as follows:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Ordinary shares at beginning of period | 70,150,662 | 7,473,811 | 70,150,662 | 7,473,811 |
|---|
| Share issuance \u2013 Right\u2019s Issue | - | 7,864,852 | | 7,864,852 |
|---|
| Share issuance \u2013 warrants exercise and private placement | - | 17,825,013 | | 17,825,013 |
|---|
| Share issuance \u2013 Bond agreement | 73,475,080 | 36,986,986 | 73,475,080 | 36,986,986 |
|---|
| Share issuance, employee RSUs | - | | | |
|---|
| Ordinary shares at end of period | 143,625,742 | 70,150,662 | 143,625,742 | 70,150,662 |
|---|
| GROUP / PARENT |
|---|
| Shareholder | Shares | % |
|---|
| H\u00f8se AS | 6,340,219 | 4.4\u00a0% |
|---|
| Nordnet Bank AS (nom.) | 5,140,320 | 3.6\u00a0% |
|---|
| Kjell Olav Lunde | 3,548,000 | 2.5\u00a0% |
|---|
| Vidar Anfinn Taranger | 3,000,000 | 2.1\u00a0% |
|---|
| Ole Andre Skotheim | 2,713,188 | 1.9\u00a0% |
|---|
| Nordnet Livsforsikring AS | 2,704,089 | 1.9\u00a0% |
|---|
| NCS Energy Consultants AS | 2,700,000 | 1.9\u00a0% |
|---|
| Star Kapital as | 2,500,000 | 1.7\u00a0% |
|---|
| Arild Staxwold Skipperud | 2,420,420 | 1.7\u00a0% |
|---|
| Ulf Eugen Jonassen | 2,290,000 | 1.6\u00a0% |
|---|
| Arne Fredrik Hellest\u00f8 | 1,374,642 | 1.0\u00a0% |
|---|
| Egil Pettersen | 1,364,903 | 1.0\u00a0% |
|---|
| Alfred Leander Thorsen | 1,215,994 | 0.8\u00a0% |
|---|
| Knut Johan Waage | 1,212,622 | 0.8\u00a0% |
|---|
| S Fjord Invest AS | 1,200,000 | 0.8\u00a0% |
|---|
| VaktmesterGruppen AS | 1,000,139 | 0.7\u00a0% |
|---|
| Andreas Odenmarck Lunde | 1,000,001 | 0.7\u00a0% |
|---|
| Joachim Fasting Manheim | 1,000,000 | 0.7\u00a0% |
|---|
| Basic I AS | 1,000,000 | 0.7\u00a0% |
|---|
| Advokatfirma Syvertsen AS | 987,459 | 0.7\u00a0% |
|---|
| 20 largest shareholders | 44,711,996 | 31.1\u00a0% |
|---|
| Other shareholders (6478) | 98,913,746 | 68.9\u00a0% |
|---|
| Total shareholders | 143,625,742 | 100.0\u00a0% |
|---|
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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Profit for the period | -45,907 | 57,523 | -15,690 | -14,556 |
|---|
| Average number of outstandning shares during the period | 104,484 | 20,640 | 104,484 | 20,640 |
|---|
| Earnings/loss per share - basic and diluted | -0.44 | 2.79 | -0.15 | -0.71 |
|---|
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.
19. Share capital and shareholder information
Share capital as at 31 December 2025 is 86,175,445.2 (31 December 2024: 42,090,397.20 ) comprising 143,625,742 ordinary shares at nominal value NOK 0.60 (31 December 2024: 70 150 662). The share capital as at 31 December 2024 includes NOK 10 695 007.80 from the issuance of 17 825 013 shares related to the warrants exercise and private placement completed in December 2024. The share capital increase was approved in December, while the shares were issued and listed on 6 January 2025. All shares carry equal voting rights.
The movement in the number of shares during the period was as follows:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Ordinary shares at beginning of period | 70,150,662 | 7,473,811 | 70,150,662 | 7,473,811 |
|---|
| Share issuance \u2013 Right\u2019s Issue | - | 7,864,852 | | 7,864,852 |
|---|
| Share issuance \u2013 warrants exercise and private placement | - | 17,825,013 | | 17,825,013 |
|---|
| Share issuance \u2013 Bond agreement | 73,475,080 | 36,986,986 | 73,475,080 | 36,986,986 |
|---|
| Share issuance, employee RSUs | - | | | |
|---|
| Ordinary shares at end of period | 143,625,742 | 70,150,662 | 143,625,742 | 70,150,662 |
|---|
| GROUP / PARENT |
|---|
| Shareholder | Shares | % |
|---|
| H\u00f8se AS | 6,340,219 | 4.4\u00a0% |
|---|
| Nordnet Bank AS (nom.) | 5,140,320 | 3.6\u00a0% |
|---|
| Kjell Olav Lunde | 3,548,000 | 2.5\u00a0% |
|---|
| Vidar Anfinn Taranger | 3,000,000 | 2.1\u00a0% |
|---|
| Ole Andre Skotheim | 2,713,188 | 1.9\u00a0% |
|---|
| Nordnet Livsforsikring AS | 2,704,089 | 1.9\u00a0% |
|---|
| NCS Energy Consultants AS | 2,700,000 | 1.9\u00a0% |
|---|
| Star Kapital as | 2,500,000 | 1.7\u00a0% |
|---|
| Arild Staxwold Skipperud | 2,420,420 | 1.7\u00a0% |
|---|
| Ulf Eugen Jonassen | 2,290,000 | 1.6\u00a0% |
|---|
| Arne Fredrik Hellest\u00f8 | 1,374,642 | 1.0\u00a0% |
|---|
| Egil Pettersen | 1,364,903 | 1.0\u00a0% |
|---|
| Alfred Leander Thorsen | 1,215,994 | 0.8\u00a0% |
|---|
| Knut Johan Waage | 1,212,622 | 0.8\u00a0% |
|---|
| S Fjord Invest AS | 1,200,000 | 0.8\u00a0% |
|---|
| VaktmesterGruppen AS | 1,000,139 | 0.7\u00a0% |
|---|
| Andreas Odenmarck Lunde | 1,000,001 | 0.7\u00a0% |
|---|
| Joachim Fasting Manheim | 1,000,000 | 0.7\u00a0% |
|---|
| Basic I AS | 1,000,000 | 0.7\u00a0% |
|---|
| Advokatfirma Syvertsen AS | 987,459 | 0.7\u00a0% |
|---|
| 20 largest shareholders | 44,711,996 | 31.1\u00a0% |
|---|
| Other shareholders (6478) | 98,913,746 | 68.9\u00a0% |
|---|
| Total shareholders | 143,625,742 | 100.0\u00a0% |
|---|
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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Profit for the period | -45,907 | 57,523 | -15,690 | -14,556 |
|---|
| Average number of outstandning shares during the period | 104,484 | 20,640 | 104,484 | 20,640 |
|---|
| Earnings/loss per share - basic and diluted | -0.44 | 2.79 | -0.15 | -0.71 |
|---|
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.
19. Share capital and shareholder information
Share capital as at 31 December 2025 is 86,175,445.2 (31 December 2024: 42,090,397.20 ) comprising 143,625,742 ordinary shares at nominal value NOK 0.60 (31 December 2024: 70 150 662). The share capital as at 31 December 2024 includes NOK 10 695 007.80 from the issuance of 17 825 013 shares related to the warrants exercise and private placement completed in December 2024. The share capital increase was approved in December, while the shares were issued and listed on 6 January 2025. All shares carry equal voting rights.
The movement in the number of shares during the period was as follows:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Ordinary shares at beginning of period | 70,150,662 | 7,473,811 | 70,150,662 | 7,473,811 |
|---|
| Share issuance \u2013 Right\u2019s Issue | - | 7,864,852 | | 7,864,852 |
|---|
| Share issuance \u2013 warrants exercise and private placement | - | 17,825,013 | | 17,825,013 |
|---|
| Share issuance \u2013 Bond agreement | 73,475,080 | 36,986,986 | 73,475,080 | 36,986,986 |
|---|
| Share issuance, employee RSUs | - | | | |
|---|
| Ordinary shares at end of period | 143,625,742 | 70,150,662 | 143,625,742 | 70,150,662 |
|---|
| GROUP / PARENT |
|---|
| Shareholder | Shares | % |
|---|
| H\u00f8se AS | 6,340,219 | 4.4\u00a0% |
|---|
| Nordnet Bank AS (nom.) | 5,140,320 | 3.6\u00a0% |
|---|
| Kjell Olav Lunde | 3,548,000 | 2.5\u00a0% |
|---|
| Vidar Anfinn Taranger | 3,000,000 | 2.1\u00a0% |
|---|
| Ole Andre Skotheim | 2,713,188 | 1.9\u00a0% |
|---|
| Nordnet Livsforsikring AS | 2,704,089 | 1.9\u00a0% |
|---|
| NCS Energy Consultants AS | 2,700,000 | 1.9\u00a0% |
|---|
| Star Kapital as | 2,500,000 | 1.7\u00a0% |
|---|
| Arild Staxwold Skipperud | 2,420,420 | 1.7\u00a0% |
|---|
| Ulf Eugen Jonassen | 2,290,000 | 1.6\u00a0% |
|---|
| Arne Fredrik Hellest\u00f8 | 1,374,642 | 1.0\u00a0% |
|---|
| Egil Pettersen | 1,364,903 | 1.0\u00a0% |
|---|
| Alfred Leander Thorsen | 1,215,994 | 0.8\u00a0% |
|---|
| Knut Johan Waage | 1,212,622 | 0.8\u00a0% |
|---|
| S Fjord Invest AS | 1,200,000 | 0.8\u00a0% |
|---|
| VaktmesterGruppen AS | 1,000,139 | 0.7\u00a0% |
|---|
| Andreas Odenmarck Lunde | 1,000,001 | 0.7\u00a0% |
|---|
| Joachim Fasting Manheim | 1,000,000 | 0.7\u00a0% |
|---|
| Basic I AS | 1,000,000 | 0.7\u00a0% |
|---|
| Advokatfirma Syvertsen AS | 987,459 | 0.7\u00a0% |
|---|
| 20 largest shareholders | 44,711,996 | 31.1\u00a0% |
|---|
| Other shareholders (6478) | 98,913,746 | 68.9\u00a0% |
|---|
| Total shareholders | 143,625,742 | 100.0\u00a0% |
|---|
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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Profit for the period | -45,907 | 57,523 | -15,690 | -14,556 |
|---|
| Average number of outstandning shares during the period | 104,484 | 20,640 | 104,484 | 20,640 |
|---|
| Earnings/loss per share - basic and diluted | -0.44 | 2.79 | -0.15 | -0.71 |
|---|
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.
19. Share capital and shareholder information
Share capital as at 31 December 2025 is 86,175,445.2 (31 December 2024: 42,090,397.20 ) comprising 143,625,742 ordinary shares at nominal value NOK 0.60 (31 December 2024: 70 150 662). The share capital as at 31 December 2024 includes NOK 10 695 007.80 from the issuance of 17 825 013 shares related to the warrants exercise and private placement completed in December 2024. The share capital increase was approved in December, while the shares were issued and listed on 6 January 2025. All shares carry equal voting rights.
The movement in the number of shares during the period was as follows:
| GROUP | PARENT |
|---|
| FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Ordinary shares at beginning of period | 70,150,662 | 7,473,811 | 70,150,662 | 7,473,811 |
|---|
| Share issuance \u2013 Right\u2019s Issue | - | 7,864,852 | | 7,864,852 |
|---|
| Share issuance \u2013 warrants exercise and private placement | - | 17,825,013 | | 17,825,013 |
|---|
| Share issuance \u2013 Bond agreement | 73,475,080 | 36,986,986 | 73,475,080 | 36,986,986 |
|---|
| Share issuance, employee RSUs | - | | | |
|---|
| Ordinary shares at end of period | 143,625,742 | 70,150,662 | 143,625,742 | 70,150,662 |
|---|
| GROUP / PARENT |
|---|
| Shareholder | Shares | % |
|---|
| H\u00f8se AS | 6,340,219 | 4.4\u00a0% |
|---|
| Nordnet Bank AS (nom.) | 5,140,320 | 3.6\u00a0% |
|---|
| Kjell Olav Lunde | 3,548,000 | 2.5\u00a0% |
|---|
| Vidar Anfinn Taranger | 3,000,000 | 2.1\u00a0% |
|---|
| Ole Andre Skotheim | 2,713,188 | 1.9\u00a0% |
|---|
| Nordnet Livsforsikring AS | 2,704,089 | 1.9\u00a0% |
|---|
| NCS Energy Consultants AS | 2,700,000 | 1.9\u00a0% |
|---|
| Star Kapital as | 2,500,000 | 1.7\u00a0% |
|---|
| Arild Staxwold Skipperud | 2,420,420 | 1.7\u00a0% |
|---|
| Ulf Eugen Jonassen | 2,290,000 | 1.6\u00a0% |
|---|
| Arne Fredrik Hellest\u00f8 | 1,374,642 | 1.0\u00a0% |
|---|
| Egil Pettersen | 1,364,903 | 1.0\u00a0% |
|---|
| Alfred Leander Thorsen | 1,215,994 | 0.8\u00a0% |
|---|
| Knut Johan Waage | 1,212,622 | 0.8\u00a0% |
|---|
| S Fjord Invest AS | 1,200,000 | 0.8\u00a0% |
|---|
| VaktmesterGruppen AS | 1,000,139 | 0.7\u00a0% |
|---|
| Andreas Odenmarck Lunde | 1,000,001 | 0.7\u00a0% |
|---|
| Joachim Fasting Manheim | 1,000,000 | 0.7\u00a0% |
|---|
| Basic I AS | 1,000,000 | 0.7\u00a0% |
|---|
| Advokatfirma Syvertsen AS | 987,459 | 0.7\u00a0% |
|---|
| 20 largest shareholders | 44,711,996 | 31.1\u00a0% |
|---|
| Other shareholders (6478) | 98,913,746 | 68.9\u00a0% |
|---|
| Total shareholders | 143,625,742 | 100.0\u00a0% |
|---|
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.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Profit for the period | -45,907 | 57,523 | -15,690 | -14,556 |
|---|
| Average number of outstandning shares during the period | 104,484 | 20,640 | 104,484 | 20,640 |
|---|
| Earnings/loss per share - basic and diluted | -0.44 | 2.79 | -0.15 | -0.71 |
|---|
Share options and RSUs issued have a potential dilutive effect on earnings per share.
Share options and RSUs shall be treated as dilutive only if their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations. As the Group is currently loss-making, an increase in the average number of shares would have anti-dilutive effects. Hence, no dilutive effect has yet been recognized.
20. Interest-bearing debt
In the first quarter 2026, the Group registered a share capital increase following a right issue, a private placement and a directed issue, raising gross proceeds of NOK 68.6 million.
However, in order to secure the Group\u2019s liquidity needs until completion of the rights issue and related transactions, the Company entered into a bridge loan agreement for NOK 8,2 million (SEK 7,5 million) from the underwriter in the rights issue. The bridge loan, included interest of SEK 0,2 million and fees of SEK 0,4 million, was repaid in February 2026 following the completion of the rights Issue and the related transactions.
A net total of NOK 0.15 million was recognized as finance expense in 2025, related to amortized interest and fees on the bridge loan.
The table below shows a reconciliation of the liabilities arising from financing activities:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest-bearing liabilities 31 Dec 2024 | - | - | - | - |
|---|
| Cash flow from financing activities | 8,215 | - | 8,215 | - |
|---|
| Exchange differences | - | - | - | - |
|---|
| Additions financial liabilities | 94 | - | 94 | - |
|---|
| Amortization interest | 59 | - | 59 | - |
|---|
| Other transactions without cash settlement -amort. | - | - | - | - |
|---|
| Interest-bearing liabilities 31 Dec 2025 | 8,368 | - | 8,368 | - |
|---|
21. Current liabilities
The Group\u2019s current liabilities in 2025 and 2024 consist of financial liabilities as convertible bond, trade payables, and other current liabilities as withholding taxes and accrued expenses and are classified as \"current liabilities\". The Group had no outstanding convertible bond as of 31 December 2025.
Trade payable is obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables and other financial liabilities are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
Current liabilities consist of:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest-bearing liabilities | 8,368 | - | 8,368 | - |
|---|
| Convertible bond | - | 17,356 | - | 17,356 |
|---|
| Trade payables | 3,051 | 4,713 | 1,511 | 1,283 |
|---|
| Liabilities to subsidiaries | - | - | - | - |
|---|
| Financial liabilities | 11,419 | 22,068 | 9,879 | 18,639 |
|---|
| Other short-term liabilities | 11,829 | 12,271 | 2,596 | 3,825 |
|---|
| Total current liabilities | 23,248 | 34,339 | 12,475 | 22,465 |
|---|
21. Current liabilities
The Group\u2019s current liabilities in 2025 and 2024 consist of financial liabilities as convertible bond, trade payables, and other current liabilities as withholding taxes and accrued expenses and are classified as \"current liabilities\". The Group had no outstanding convertible bond as of 31 December 2025.
Trade payable is obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables and other financial liabilities are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
Current liabilities consist of:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest-bearing liabilities | 8,368 | - | 8,368 | - |
|---|
| Convertible bond | - | 17,356 | - | 17,356 |
|---|
| Trade payables | 3,051 | 4,713 | 1,511 | 1,283 |
|---|
| Liabilities to subsidiaries | - | - | - | - |
|---|
| Financial liabilities | 11,419 | 22,068 | 9,879 | 18,639 |
|---|
| Other short-term liabilities | 11,829 | 12,271 | 2,596 | 3,825 |
|---|
| Total current liabilities | 23,248 | 34,339 | 12,475 | 22,465 |
|---|
21. Current liabilities
The Group\u2019s current liabilities in 2025 and 2024 consist of financial liabilities as convertible bond, trade payables, and other current liabilities as withholding taxes and accrued expenses and are classified as \"current liabilities\". The Group had no outstanding convertible bond as of 31 December 2025.
Trade payable is obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables and other financial liabilities are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
Current liabilities consist of:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest-bearing liabilities | 8,368 | - | 8,368 | - |
|---|
| Convertible bond | - | 17,356 | - | 17,356 |
|---|
| Trade payables | 3,051 | 4,713 | 1,511 | 1,283 |
|---|
| Liabilities to subsidiaries | - | - | - | - |
|---|
| Financial liabilities | 11,419 | 22,068 | 9,879 | 18,639 |
|---|
| Other short-term liabilities | 11,829 | 12,271 | 2,596 | 3,825 |
|---|
| Total current liabilities | 23,248 | 34,339 | 12,475 | 22,465 |
|---|
21. Current liabilities
The Group\u2019s current liabilities in 2025 and 2024 consist of financial liabilities as convertible bond, trade payables, and other current liabilities as withholding taxes and accrued expenses and are classified as \"current liabilities\". The Group had no outstanding convertible bond as of 31 December 2025.
Trade payable is obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables and other financial liabilities are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
Current liabilities consist of:
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | FY 2025 | FY 2024 | FY 2025 | FY 2024 |
|---|
| Interest-bearing liabilities | 8,368 | - | 8,368 | - |
|---|
| Convertible bond | - | 17,356 | - | 17,356 |
|---|
| Trade payables | 3,051 | 4,713 | 1,511 | 1,283 |
|---|
| Liabilities to subsidiaries | - | - | - | - |
|---|
| Financial liabilities | 11,419 | 22,068 | 9,879 | 18,639 |
|---|
| Other short-term liabilities | 11,829 | 12,271 | 2,596 | 3,825 |
|---|
| Total current liabilities | 23,248 | 34,339 | 12,475 | 22,465 |
|---|
22. Convertible bond
Convertible bonds financing in 2025
In February 2023, the Company entered into an investment and subscription agreement for a convertible bond facility with Atlas Special Opportunities (the \"Investment Agreement\"), which provided financing of up to gross NOK 300 million over three years.
In May 2024, the Company announced a financing structure combining a rights issue with a financing commitment from Atlas, securing the required capital to fund the company\u00b4s operations until 30 June 2025. In July 2025, the financing commitment was extended to cover three additional tranches for a total of NOK 13.5 million, providing the Company funding flexibility to the end of the fourth quarter 2025.
During 2025, under the financing commitment and the extended financing commitment, the Company issued seven tranches, comprising of 59 convertible bonds with aggregate nominal value of NOK 29.5 million.
In total during the agreement period starting in 2023, tranches with an aggregate nominal value of NOK 102 million were issued. As of 31 December 2025 there are, following conversions by Atlas, no outstanding convertible bonds and the facility is deemed terminated.
Accounting treatment of the convertible bond facility
The convertible loan is classified as financial liability and measured at amortized cost using the effective interest method, where the effective interest rate is the interest rate that accurately discounts the expected future cash flows to the balance sheet value of the financial liability. This includes fees, transaction costs and other expenses related to the loan. The part of the transaction costs attributable to the loan (which will be measured at amortized cost) is deducted from the balance sheet value of the financial liability and amortized as part of the effective interest rate.
Based on the effective interest rate method, a total interest expense of NOK 12.2 million has been recognized as other finance expense in the statement of profit or loss and other comprehensive income as of 31 December 2025, NOK 6.3 million in 2023 and NOK 4.3 million in 2024 and NOK 1.6 million in 2025
According to IFRS 9 the convertible loan contains a conversion right which is an embedded derivative. The embedded derivative is accounted for separately from the host instrument and measured at fair value with changes recognized in profit or loss. The conversion right of convertible bonds has been measured to have close to zero value at initial recognition, hence the book value of the conversion right is zero.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | | |
|---|
| Interest-bearing liabilities 31 December 2023 | 44,281 | 44,281 |
|---|
| Issuance convertible bonds | 13,500 | 13,500 |
|---|
| Conversion to shares | -42,500 | -42,500 |
|---|
| Convertible bond fees | -2,275 | -2,275 |
|---|
| Changes to estimated cash flow | -2,068 | -2,068 |
|---|
| Amortization of interest expense | 6,418 | 6,418 |
|---|
| Interest-bearing liabilities 31 December 2024 | 17,356 | 17,356 |
|---|
| Issuance convertible bonds | 29,500 | 29,500 |
|---|
| Conversion to shares | -45,000 | -45,000 |
|---|
| Convertible bond fees | -3,425 | -3,425 |
|---|
| Changes to estimated cash flow | -4,871 | -4,871 |
|---|
| Amortization of interest expense | 6,440 | 6,440 |
|---|
| Interest-bearing liabilities 31 December 2025 | 0 | 0 |
|---|
For access to its capital over 3 years, Circio has paid Atlas a 2% facility fee of NOK 6m, which was later increased by NOK 1.7 million related to financing commitment and extended financing commitment (NOK 8.9m total including lawyer fees). Costs related to the loan facility itself are considered a financial asset as it provides a future financial benefit through the ability to draw on the facility in the future. This is expensed proportionately, calculated from the total expected drawdown on the loan facility and recognized as other finance expense in the statement of profit and loss.
The entire facility fee of NOK 8.9 million has been expensed as of 31 December 2025, NOK 4.8 million in 2023, NOK 1.0 million in 2024 and NOK 3.1 million in 2025.
Related to conversions of a total of 30 convertible bonds during 2024 and 2025, the contractual conversion price has been below the nominal value of the share (NOK 0.6). However, as the conversion price cannot be set lower than the nominal value, the conversion price related to these conversions has been set to NOK 0.6, and Atlas has been granted an option to subscribe and pay for shares to compensate the difference. As of 31 December 2025, the compensation amount is NOK 741 471, which will be settled through a compensation share issue to Atlas during first half of 2026.
22. Convertible bond
Convertible bonds financing in 2025
In February 2023, the Company entered into an investment and subscription agreement for a convertible bond facility with Atlas Special Opportunities (the \"Investment Agreement\"), which provided financing of up to gross NOK 300 million over three years.
In May 2024, the Company announced a financing structure combining a rights issue with a financing commitment from Atlas, securing the required capital to fund the company\u00b4s operations until 30 June 2025. In July 2025, the financing commitment was extended to cover three additional tranches for a total of NOK 13.5 million, providing the Company funding flexibility to the end of the fourth quarter 2025.
During 2025, under the financing commitment and the extended financing commitment, the Company issued seven tranches, comprising of 59 convertible bonds with aggregate nominal value of NOK 29.5 million.
In total during the agreement period starting in 2023, tranches with an aggregate nominal value of NOK 102 million were issued. As of 31 December 2025 there are, following conversions by Atlas, no outstanding convertible bonds and the facility is deemed terminated.
Accounting treatment of the convertible bond facility
The convertible loan is classified as financial liability and measured at amortized cost using the effective interest method, where the effective interest rate is the interest rate that accurately discounts the expected future cash flows to the balance sheet value of the financial liability. This includes fees, transaction costs and other expenses related to the loan. The part of the transaction costs attributable to the loan (which will be measured at amortized cost) is deducted from the balance sheet value of the financial liability and amortized as part of the effective interest rate.
Based on the effective interest rate method, a total interest expense of NOK 12.2 million has been recognized as other finance expense in the statement of profit or loss and other comprehensive income as of 31 December 2025, NOK 6.3 million in 2023 and NOK 4.3 million in 2024 and NOK 1.6 million in 2025
According to IFRS 9 the convertible loan contains a conversion right which is an embedded derivative. The embedded derivative is accounted for separately from the host instrument and measured at fair value with changes recognized in profit or loss. The conversion right of convertible bonds has been measured to have close to zero value at initial recognition, hence the book value of the conversion right is zero.
| GROUP | PARENT |
|---|
| Amounts in NOK thousands | | |
|---|
| Interest-bearing liabilities 31 December 2023 | 44,281 | 44,281 |
|---|
| Issuance convertible bonds | 13,500 | 13,500 |
|---|
| Conversion to shares | -42,500 | -42,500 |
|---|
| Convertible bond fees | -2,275 | -2,275 |
|---|
| Changes to estimated cash flow | -2,068 | -2,068 |
|---|
| Amortization of interest expense | 6,418 | 6,418 |
|---|
| Interest-bearing liabilities 31 December 2024 | 17,356 | 17,356 |
|---|
| Issuance convertible bonds | 29,500 | 29,500 |
|---|
| Conversion to shares | -45,000 | -45,000 |
|---|
| Convertible bond fees | -3,425 | -3,425 |
|---|
| Changes to estimated cash flow | -4,871 | -4,871 |
|---|
| Amortization of interest expense | 6,440 | 6,440 |
|---|
| Interest-bearing liabilities 31 December 2025 | 0 | 0 |
|---|
For access to its capital over 3 years, Circio has paid Atlas a 2% facility fee of NOK 6m, which was later increased by NOK 1.7 million related to financing commitment and extended financing commitment (NOK 8.9m total including lawyer fees). Costs related to the loan facility itself are considered a financial asset as it provides a future financial benefit through the ability to draw on the facility in the future. This is expensed proportionately, calculated from the total expected drawdown on the loan facility and recognized as other finance expense in the statement of profit and loss.
The entire facility fee of NOK 8.9 million has been expensed as of 31 December 2025, NOK 4.8 million in 2023, NOK 1.0 million in 2024 and NOK 3.1 million in 2025.
Related to conversions of a total of 30 convertible bonds during 2024 and 2025, the contractual conversion price has been below the nominal value of the share (NOK 0.6). However, as the conversion price cannot be set lower than the nominal value, the conversion price related to these conversions has been set to NOK 0.6, and Atlas has been granted an option to subscribe and pay for shares to compensate the difference. As of 31 December 2025, the compensation amount is NOK 741 471, which will be settled through a compensation share issue to Atlas during first half of 2026.
23. Events after the reporting date
- In January 2026, Circio and The University of Texas Medical Branch jointly announced a collaboration to evaluate circVec for the treatment of infectious diseases
- In January 2026, Circio announced that the rights issue was over-subscribed by more than 50%, raising apx. NOK 65 million in gross proceeds from the transaction
- In February 2026, Circio completed a directed issue of NOK 3.6 million in connection with the rights issue, bringing total gross proceeds to NOK 68.6 million
- In February 2026, Circio presented new and groundbreaking in vivo data showing up to 50-fold enhanced circVec-AAV gene expression in eye
- In March 2026, Circio announced that an abstract on its circVec-AAV gene therapy program had been selected for an oral presentation at the prestigious ASGCT annual meeting in Boston in May 2026
- In March 2026, Circio announced a research collaboration in the area of in vivo CAR-Macrophage (CAR-M) therapy with Japanese company United Immunity Co
- In April 2026, announced that it has completed a significantly oversubscribed Private Placement raising gross proceeds of approximately NOK 250 million. A subsequent offering of up to NOK 82.5 million is planned, where existing shareholders can participate on the same terms.
- In April 2026, Circio announced an in vivo cell therapy evaluation agreement with Acuitas Therapeutics