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Satellos Bioscience Inc (2)
Symbol MSCL
Shares Issued 15,458,929
Close 2026-02-06 C$ 16.05
Market Cap C$ 248,115,810
Recent Sedar+ Documents

Satellos Bioscience prices $50-million (U.S.) offering

2026-02-06 17:39 ET - News Release

Ms. Liz Williams reports

SATELLOS ANNOUNCES PRICING OF US$50 MILLION PUBLIC OFFERING IN CANADA AND THE UNITED STATES

Satellos Bioscience Inc. has priced its previously announced public offering of 4,455,445 common shares and, in lieu of common shares for certain investors, prefinanced warrants to purchase 495,049 common shares. The common shares are being sold at a price of $10.10 (U.S.) per share ($13.81 (Canadian) per common share) and the prefinanced warrants are being sold at a price of $10.09999 (U.S.) per prefinanced warrant ($13.80999 (Canadian) per prefinanced warrant), which represents the per-share price for the common share less the 0.001-Canadian-cent-per-share exercise price for each prefinanced warrant. The prefinanced warrants do not expire. In addition, the company has granted the underwriters a 30-day option following the date hereof to purchase up to an additional 742,574 common shares from the company at the public offering price, less underwriting discounts and commissions.

Leerink Partners, Guggenheim Securities, and Oppenheimer & Co. are acting as joint book-running managers for the offering. Bloom Burton Securities Inc. is acting as co-manager for the offering.

The aggregate gross proceeds from the offering are expected to be approximately $50-million (U.S.) before deducting underwriting discounts and commissions and other offering expenses. Closing of the offering is expected to occur on Feb. 9, 2026, subject to the satisfaction of customary closing conditions, including any required approvals from the Toronto Stock Exchange and the Nasdaq Global Market.

The offering is being made in Canada pursuant to a prospectus supplement to the company's short-form base shelf prospectus dated Oct. 29, 2025, and in the United States pursuant to a registration statement on Form F-10, as it may be amended from time to time, containing the supplement and base prospectus filed with the U.S. Securities and Exchange Commission in accordance with the multijurisdictional disclosure system established between Canada and the United States.

The company intends to use the net proceeds of the offering primarily to finance continuing research and development activities, working capital, and general corporate purposes, which may include advancing the development of SAT-3247 through the various stages of clinical trials (phase 2 to phase 3) or clinical trials of SAT-3247 in other indications and investment in other discovery-stage or preclinical development programs (including evaluation of additional dystrophies), as set out in the supplement.

The company's common shares are expected to begin trading on the date hereof on the Nasdaq Stock Market under the ticker MSLE. The company's common shares are listed on the Toronto Stock Exchange under the symbol MSCL.

Franklin Berger and Mark Nawacki, each a member of the board of directors of the company, purchased 24,750 common shares and 30,000 common shares, respectively, in the offering. The subscriptions for common shares by Mr. Berger and Mr. Nawacki are related party transactions within the meaning of applicable Canadian securities laws. The subscriptions by such insiders are exempt from the formal valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transactions, insofar as they involve related parties, is less than 25 per cent of the company's market capitalization. The board of directors of the company has approved the offering. A material change report in respect of the related party transactions could not be filed earlier than 21 days prior to the closing of the offering due to the limited time between the commitment by such insiders to purchase the subject common shares and the closing of the offering.

The supplement and the accompanying base prospectus contain important detailed information about the offering. Access to the base prospectus, the supplement and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base prospectus is, and the supplement will be (within two business days of the date hereof), accessible on SEDAR+, on EDGAR and on the company's website. Electronic or paper copies of the supplement (when filed) and accompanying base prospectus and any amendment to the documents may also be obtained, without charge, from the company, by telephone at 647-660-1780 or by e-mail at ir@satellos.com, or you may request them from Leerink Partners LLC, attention: syndicate department, 53 State St., 40th floor, Boston, Mass., 02109, or by telephone at 800-808-7525, extension 6105, or by e-mail at syndicate@leerink.com; Guggenheim Securities LLC, attention: equity syndicate department, 330 Madison Ave., New York, N.Y., 10017, by telephone at 212-518-9544, or by e-mail at GSEquityProspectusDelivery@guggenheimpartners.com; or Oppenheimer & Co. Inc., attention: syndicate prospectus department, 85 Broad St., 26th floor, New York, N.Y., 10004, or by telephone at 212-667-8055, or by e-mail at EquityProspectus@opco.com. Prospective investors should read the supplement (when filed) and accompanying base prospectus and the other documents the company has filed before making an investment decision.

About Satellos Bioscience Inc.

Satellos is a clinical-stage drug development company focused on restoring natural muscle repair and regeneration in degenerative muscle diseases. Through its research, Satellos has developed SAT-3247, a first-of-its-kind, orally administered small-molecule drug designed to address deficits in muscle repair and regeneration. SAT-3247 targets AAK1, a key protein that Satellos has identified as capable of helping restore muscle stem cell signalling that is disrupted in DMD (Duchenne muscular dystrophy). By addressing the loss of dystrophin-dependent cues, SAT-3247 may re-establish the signals that support effective muscle regeneration. SAT-3247 is currently in clinical development as a potential disease-modifying treatment, initially for DMD. Satellos is also working to identify additional muscle diseases or injury conditions where restoring muscle repair and regeneration may have therapeutic benefit and represent future clinical development opportunities.

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