Satellos Bioscience (MSCLF) closes US$57.2M share and warrant offering

Rhea-AI Filing Summary

Satellos Bioscience Inc. completed an underwritten public offering in Canada and the United States, raising approximately US$57.2 million in gross proceeds. The financing included 5,168,019 common shares, which reflects the underwriters’ full exercise of their option to purchase an additional 712,574 common shares.

Certain investors received pre-funded warrants to purchase 495,049 common shares instead of shares. Common shares were priced at US$10.10 (C$13.81) each and pre-funded warrants at US$10.09999 (C$13.80999). Satellos plans to use the net proceeds mainly for research and development, including advancing its lead candidate SAT-3247 through clinical trials, as well as for working capital and general corporate purposes.

Insights

Biotech equity & capital markets analyst

Satellos secures US$57.2M equity funding to support clinical development of SAT-3247.

Satellos Bioscience has closed an underwritten public offering totaling approximately US$57.2 million in gross proceeds. The transaction combined 5,168,019 common shares with pre-funded warrants for 495,049 additional shares, at prices around US$10.10 per share or warrant.

The company states that net proceeds will be used primarily for research and development, working capital and general corporate purposes, specifically highlighting advancement of SAT-3247 through Phase 2 to Phase 3 clinical trials and exploration of other indications. This signals a focus on progressing its Duchenne muscular dystrophy program and earlier-stage muscle disease work.

The excerpt notes that director Franklin Berger purchased 24,750 common shares, characterized as a related party transaction but within thresholds exempting formal valuation and minority approval under Canadian rules. Actual future impact on the business will depend on clinical progress and subsequent disclosures in future filings.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

(Commission File No. 001-43107)

SATELLOS BIOSCIENCE INC. 

(Translation of registrant’s name into English)

Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2800 

Toronto, Ontario, ON M5J 2J3 

(Address of registrant’s principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨               Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ¨

Exhibit		Description
99.1		News Release dated February 9, 2026. Satellos Closes US$57.2 Million Public Offering in Canada and the United States, Including Exercise of Underwriters’ Option to Purchase Additional Shares.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Satellos Bioscience Inc.
	By:	/s/ Elizabeth Williams, CPA, CA
	Name:	Elizabeth Williams, CPA, CA
	Title:	Chief Financial Officer

Date: February 9, 2026

Exhibit 99.1

 

Satellos Closes US$57.2 Million Public Offering in Canada and the United States, Including Exercise of Underwriters’ Option to Purchase Additional Shares

TORONTO, February 9, 2026 (BUSINESS WIRE) — Satellos Bioscience Inc. (Nasdaq: MSLE, TSX: MSCL) (“Satellos” or the “Company”), a clinical-stage biotechnology company developing life-improving medicines to treat degenerative muscle diseases, today announced that it has completed its previously-announced underwritten public offering (the “Offering”) of 5,168,019 common shares, which includes the exercise of the underwriters’ option to purchase an additional 712,574 common shares and, in lieu of common shares for certain investors, pre-funded warrants to purchase 495,049 common shares. The common shares were sold at a price of US$10.10 per share (C$13.81 per common share) and the pre-funded warrants were sold at a price of US$10.09999 per pre-funded warrant (C$13.80999 per pre-funded warrant), which represents the per share price for the common shares less the C$0.00001 per share exercise price for each pre-funded warrant. The total gross proceeds to the Company were approximately US$57.2 million, before deducting the underwriting discounts and commissions.

Satellos’ common shares are dual-listed on the Nasdaq Global Market (“Nasdaq”) under the trading symbol “MSLE” and on the Toronto Stock Exchange (“TSX”) under the trading symbol “MSCL”.

Leerink Partners, Guggenheim Securities and Oppenheimer & Co. acted as joint book-running managers for the Offering. Bloom Burton Securities Inc. acted as co-manager for the Offering.

The Company intends to use the net proceeds of the Offering primarily to fund ongoing research and development activities, and for 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 pre-clinical development programs (including evaluation of additional dystrophies), as set out in the Supplement (as defined below).

The Offering was made in Canada pursuant to a prospectus supplement (the “Supplement”) to the Company’s short form base shelf prospectus dated October 29, 2025 (the “Base Prospectus”), 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.

Franklin Berger, a member of the board of directors of the Company, purchased 24,750 common shares in the Offering. The subscription for common shares by Franklin Berger is a related party transaction within the meaning of applicable Canadian securities laws. The subscription by such insider is 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% of the Company’s market capitalization. No other insiders of the Company participated in the Offering. The Board of Directors of the Company has approved the Offering. A material change report in respect of the related party transaction 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 insider to purchase the subject common shares and the closing of the Offering.

No regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

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 signaling that is disrupted in DMD. 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.

NOTICE ON FORWARD-LOOKING STATEMENTS

This press release includes forward-looking information or forward-looking statements within the meaning of applicable securities laws regarding Satellos and its business, which may include, but are not limited to, statements regarding the anticipated use of proceeds from the Offering. Actual future events may differ from the anticipated events expressed in such forward-looking statements, Satellos believes that expectations represented by forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The reader should not place undue reliance, if any, on any forward-looking statements included in this news release. These forward-looking statements speak only as of the date made, and Satellos is under no obligation and disavows any intention to update publicly or revise such statements as a result of any new information, future event, circumstances or otherwise, unless required by applicable securities laws.

CONTACTS

Investors: Liz Williams, CFO, ir@satellos.com
Media: Emily Williams, Senior Director of Communications, media@satellos.com

FAQ

How much capital did Satellos Bioscience (MSCLF) raise in its latest offering?

Satellos Bioscience raised approximately US$57.2 million in gross proceeds through an underwritten public offering. The financing combined common shares and pre-funded warrants sold in Canada and the United States under a cross-border prospectus structure.

What securities did Satellos Bioscience (MSCLF) issue in the public offering?

Satellos issued 5,168,019 common shares, including 712,574 shares from the underwriters’ option, and pre-funded warrants to purchase 495,049 common shares. Common shares priced at US$10.10, while pre-funded warrants were priced at US$10.09999 per warrant.

How will Satellos Bioscience (MSCLF) use the net proceeds from the financing?

Satellos plans to use the net proceeds primarily to fund research and development, working capital, and general corporate purposes. This includes advancing its lead candidate SAT-3247 through Phase 2 to Phase 3 clinical trials and supporting other discovery or pre-clinical programs.

Which banks managed Satellos Bioscience’s recent public offering?

The offering was led by Leerink Partners, Guggenheim Securities, and Oppenheimer & Co. as joint book-running managers. Bloom Burton Securities Inc. acted as co-manager, supporting distribution of the securities in Canada and the United States.

Did any Satellos Bioscience (MSCLF) insiders participate in the offering?

Yes. Board member Franklin Berger purchased 24,750 common shares in the offering. This is treated as a related party transaction under Canadian securities laws but is exempt from formal valuation and minority approval because its value is below 25% of Satellos’ market capitalization.

On which exchanges are Satellos Bioscience shares from this offering listed?

Satellos’ common shares from the offering trade on the Nasdaq Global Market under the symbol MSLE and on the Toronto Stock Exchange under the symbol MSCL, consistent with the company’s existing dual listings.

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• EX-99.1 EXHIBIT 99.1 12.8 KB