STOCK TITAN

Satellos Bioscience Q3 loss widens to US$11.2M

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Satellos Bioscience Inc. reported a net loss of US$11.168 million for the three months ended September 30, 2026, versus US$5.821 million in the same 2025 period, and a nine-month net loss of US$32.654 million, versus US$17.570 million. Nine-month research and development expenses were US$25.943 million, compared with US$12.971 million; the company has not generated revenue. Cash and short-term investments totaled US$53.014 million as of September 30, 2026; operating activities used US$25.848 million during the nine months.

BASECAMP enrollment was completed at 17 clinical sites by September 30, 2026. Following FDA feedback, Satellos selected MRI-measured change in vastus lateralis fat fraction as the primary efficacy endpoint and expects clinical data in the first quarter of 2027. The Phase 2 TRAVERSE study for FSHD was initiated after FDA and Health Canada clearance. Under an agreement with FSHD Canada Foundation, Satellos may become eligible for up to US$4.893 million in milestone-based funding, subject to specified development milestones. The company may sell common shares through an ATM with an aggregate offering price of up to US$50.0 million; no shares were issued under it during the nine months. Management believes current cash will be sufficient for planned expenditures over the next 12 months without further financing, while noting its assumptions may prove wrong.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • None.

Negative

  • Major pointNine-month net loss was US$32.654 million, versus US$17.570 million in 2025.
  • Moderate pointNine-month operating cash use was US$25.848 million, versus US$16.335 million in 2025.
Net loss US$11.168 million Three months ended September 30, 2026; US$5.821 million in the same 2025 period
Net loss US$32.654 million Nine months ended September 30, 2026; US$17.570 million in the same 2025 period
Research and development expenses US$25.943 million Nine months ended September 30, 2026; US$12.971 million in the same 2025 period
Cash and short-term investments US$53.014 million As of September 30, 2026
Operating cash used US$25.848 million Nine months ended September 30, 2026; US$16.335 million in the same 2025 period
Potential milestone-based FSHD funding Up to US$4.893 million Subject to specified development milestones
ATM aggregate offering price Up to US$50.0 million Common share sales under the ATM agreement
at-the-market (ATM) financial
"through at-the-market (“ATM”) on the NASDAQ"
An at-the-market (ATM) offering is a method a publicly traded company uses to sell newly issued shares directly into the open market over time at prevailing market prices, typically through a broker. It matters because it lets a company raise cash gradually rather than in one large block; for investors, an ATM can increase the supply of shares and influence short-term price movements, like a store restocking small amounts instead of unloading a full shipment at once.
Pre-Funded Warrants financial
"Each Pre-Funded Warrant entitles the holder to acquire one common share"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
deferred contribution liability financial
"Amounts received in excess of cumulative eligible expenditures incurred remain recorded as a deferred contribution liability"
Investigational New Drug (IND) regulatory
"following the clearance of an Investigational New Drug (“IND”) submission"
An investigational new drug (IND) is a drug or biologic that is being tested but has not yet been approved for general use; it is the application and formal status that allows a company to begin human clinical trials under regulator oversight. Investors care because an IND marks the transition from lab work to human testing — like getting a permit to run real-world experiments — which creates important milestones, costs, timelines and regulatory risk that drive a development-stage company's value.
vastus lateralis fat fraction medical
"change in vastus lateralis fat fraction measured by magnetic resonance imaging (MRI)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the FSHD funding terms for MSLE?

Under the FSHD Canada Foundation agreement, Satellos may become eligible to receive up to US$4.893 million in milestone-based funding, conditional on specified development milestones. In return, it may owe payments based on 20% of FSHD licensing revenue and, once cumulative FSHD net sales reach US$20 million, 7.5% of FSHD net sales revenue. Aggregate payments are limited to four times the funding advanced.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2026

 

Commission File Number: 001-43107

 

SATELLOS BIOSCIENCE INC.
(Translation of registrant's name into English)

 

15 Allstate Parkway, Suite 600, Markham,
Ontario, Canada L3R 5B4

(Address of principal executive office)

 

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

 

 

 

 

 

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

 

Exhibit   Description
     
99.1   Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2026 and 2025 (Unaudited)
99.2   Management’s Discussion and Analysis for the three months and nine months ended September 30, 2026, and 2025
99.3   Press Release dated November 12, 2026
99.4   Form 52-109F2 Certification of Interim Filings by CEO
99.5   Form 52-109F2 Certification of Interim Filings by CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.    
    (Registrant)
     
     
Date: November 12, 2026       /s/ Elizabeth Williams, CPA, CA    
    Elizabeth Williams, CPA, CA
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

SATELLOS BIOSCIENCE INC.

 

Condensed Consolidated Interim Financial Statements

 

For the three and nine months ended September 30, 2026 and 2025 (Unaudited)

 

 

 

 

 

 

 

 

 

 

SATELLOS BIOSCIENCE INC.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in thousands of US Dollars)

(Unaudited)

 

As at,    Notes    September 30, 2026    December 31, 2025 
         

$

 

    

$

 

 
ASSETS               
Current               
Cash and cash equivalents   3    6,175    9,804 
Short-term investments   4    46,839    17,906 
Sales tax, interest and other receivables        923    370 
Prepaid expenses, deposits and other current assets   5    4,042    3,804 
Total current assets        57,979    31,884 
                
Property and equipment        6    5 
                
TOTAL ASSETS        57,985    31,889 
                
LIABILITIES
               
Accounts payable and accrued liabilities   6    7,748    4,105 
Deferred contribution liability   7    614    - 
Total current liabilities        8,362    4,105 
                
                
Total Liabilities        8,362    4,105 
                
SHAREHOLDERS’ EQUITY
               
Common Shares   8    135,443    85,828 
Pre-Funded Warrants   8    17,834    15,480 
Contributed surplus        12,664    10,166 
Accumulated deficit        (114,624)   (81,970)
Accumulated other comprehensive loss        (1,694)   (1,720)
Total shareholders’ equity        49,623    27,784 
                
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY        57,985    31,889 

 

Commitments and Contingencies (Note 12)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

SATELLOS BIOSCIENCE INC.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in thousands of US Dollars, except for per share amounts)

(Unaudited)

 

         Three months ended    Nine months ended 
         September 30,    September 30, 
    Notes    2026    2025    2026    2025 
    $    $    $    $      
                          
Research and development (“R&D”)   7,11    8,998    3,994    25,943    12,971 
General and administrative (“G&A”)   11    2,679    1,972    7,942    5,841 
                          
TOTAL R&D AND G&A EXPENSES        (11,677)   (5,966)   (33,885)   (18,812)
                          
OTHER INCOME AND EXPENSES                         
Finance income        535    349    1,527    1,104 
Foreign exchange gain/(loss)        12    (185)   (181)   252 
                          
NET LOSS BEFORE INCOME TAXES        (11,130)   (5,802)   (32,539)   (17,456)
                          
Income taxes        (38)   (19)   (115)   (114)
                          
NET LOSS FOR THE PERIOD        (11,168)   (5,821)   (32,654)   (17,570)
                          
OTHER COMPREHENSIVE LOSS                         
Items that may be reclassified to net loss                         
Foreign currency translation adjustments        3    -    26    62 
                          
TOTAL COMPREHENSIVE LOSS        (11,165)   (5,821)   (32,628)   (17,508)
                          
Basic and diluted loss per Common Share   8   $(0.53)  $(0.39)  $(1.62)  $(1.23)
Basic and diluted loss per Pre-Funded Warrant   8   $0.00   $0.00   $0.00   $0.00 
Weighted average number of Common Shares   8    21,183,573    14,818,699    20,161,575    14,305,774 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

SATELLOS BIOSCIENCE INC.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in thousands of US Dollars)

(Unaudited)

 

For the nine months ended September 30, 2026 and 2025

 

    Common Shares    Common Shares    Pre-funded Warrants    Pre-funded Warrants     Contributed Surplus    Accumulated Deficit    Accumulated Other Comprehensive Loss     Total Shareholders’ Equity 
    Number    $    Number    $    $    $    $      
Balance - December 31, 2024 (Note 8)   13,818,322    78,131    4,297,313    19,967    7,900    (57,097)   (1,737)   47,164 
Exercise of warrants (Note 9)   468,591    2,928    -    -    (834)   -    -    2,094 
Exercise of Pre-Funded Warrants (Note 8)   1,137,553    4,487    (1,137,570)   (4,487)   -    -    -    - 
Stock-based compensation (Note 10)   -    -    -    -    2,250    -    -    2,250 
Net loss for the period   -    -    -    -    -    (17,570)   -    (17,570)
Foreign currency translation adjustment   -    -    -    -    -    -    62    62 
Balance – September 30, 2025   15,424,466    85,546    3,159,743    15,480    9,316    (74,667)   (1,675)   34,000 
Balance - December 31, 2025 (Note 8)   15,458,903    85,828    3,159,743    15,480    10,166    (81,970)   (1,720)   27,784 
Common Shares issued in equity offering, net of transaction costs (Note 8)   5,168,019    47,251    -    -    -    -    -    47,251 
Pre-Funded Warrants issued in equity offering, net of transaction costs (Note 8)
   -    -    495,049    4,650    -    -    -    4,650 
Exercise of Pre-Funded Warrants (Note 8)   582,222    2,296    (582,228)   (2,296)   -    -    -    - 
Common Shares issued upon exercise of stock options   7,295    68              (31)             37 
Stock-based compensation (Note 10)   -    -    -    -    2,529    -    -    2,529 
Net loss for the period   -    -    -    -    -    (32,654)   -    (32,654)
Foreign currency translation adjustment   -    -    -    -    -    -    26    26 
Balance – September 30, 2026   21,216,439    135,443    3,072,564    17,834    12,664    (114,624)   (1,694)   49,623 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

SATELLOS BIOSCIENCE INC.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in thousands of US Dollars)

(Unaudited)

 

For the nine months ended,   Notes    September 30, 2026    September 30, 2025 
         $    $ 
                
CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN):               
                
OPERATING ACTIVITIES               
Net loss for the period        (32,654)   (17,570)
Items not affecting cash:               
Depreciation of property and equipment        3    4 
Stock-based compensation   10    2,529    2,250 
Unrealized foreign exchange (gain)/losses        185    (276)
Net change in non-cash working capital balances:               
Sales tax, interest and other receivables        (553)   231 
Prepaid expenses and other current assets        378    (918)
Income taxes payable        (7)   30 
Deferred contribution liability   7    614    - 
Accounts payable and accrued liabilities        3,657    (86)
         (25,848)   (16,335)
                
FINANCING ACTIVITIES               
Proceeds from exercise of stock options   10    37    - 
Proceeds from exercise of warrants   9    -    2,094 
Proceeds from Common Shares issuance, net of costs   8    47,251    - 
Proceeds from Pre-Funded Warrants issuance, net of costs   8    4,650    - 
Payment of deferred financing costs   5    (616)   - 
         51,322    2,094 
                
INVESTING ACTIVITIES               
Purchases of short-term investments        (51,752)   (15,329)
Maturities of short-term investments        22,730    8,475 
Purchase of property and equipment        (4)   (6)
         (29,026)   (6,860)
                
Effect of foreign currency exchange rates on cash and cash equivalents        (77)   332 
                
DECREASE IN CASH AND CASH EQUIVALENTS        (3,629)   (20,769)
                
CASH AND CASH EQUIVALENTS – Beginning of period        9,804    40,073 
                
CASH AND CASH EQUIVALENTS – End of period        6,175    19,304 
                
Cash interest received included in operating activities        955    981 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

1.Description of Business

 

Satellos Bioscience Inc. (“Satellos” or the “Company”) is a Canadian biotechnology and drug development company incorporated under the laws of Canada.  The head office, principal address, and records of the Company are located at 15 Allstate Parkway, Suite 600, Markham, Ontario, L3R 5B4 Canada, and the Company’s registered and records office is located at 199 Bay St., Suite 4000, Toronto, Ontario, M5L 1A9. The Company’s common shares (“Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Global Market (“Nasdaq”).

 

The Company has wholly owned subsidiaries in Australia (Satellos Bioscience Australia Pty Ltd) and in Delaware, USA (Satellos Bioscience US, Inc.).

 

On January 27, 2026, the Company completed a twelve-for-one share consolidation of its issued and outstanding Common Shares. The numbers of Common Shares, Pre-Funded Warrants, and Stock options have been adjusted on a retroactive basis.

 

2.Basis of Presentation and Material Accounting Policies

 

2.1Basis of presentation

 

The Company prepares its condensed consolidated interim financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) applicable to the preparation of condensed consolidated interim financial statements, including International Accounting Standard 34, Interim Financial Reporting. These condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2025, which were prepared in accordance with IFRS Accounting Standards.

 

The condensed consolidated interim financial statements have been prepared using the accrual basis of accounting at historical cost and in thousands of US dollars, unless otherwise stated.

 

These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on November 11, 2026.

 

2.2Basis of consolidation

 

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Subsidiaries are consolidated from the date at which control is determined to have occurred and are deconsolidated from the date that the Company no longer controls the entity. Intercompany transactions, balances, and gains and losses on transactions between subsidiaries are eliminated.

 

2.3Summary of material accounting policies

 

The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in our audited annual consolidated financial statements for the year ended December 31, 2025, except for the accounting policy for research and development funding arrangements described below.

 

Research and development funding arrangements

 

The Company may enter into funding arrangements under which it receives contributions toward research and development activities and, in return, may be required to make future payments based on licensing revenues or product sales. Where such an arrangement contains a financial liability, the liability is initially measured at fair value and the residual amount of the funding represents the contribution component. The contribution component is initially recognized as a deferred contribution and is recognized as a reduction of the related research and development expenses as the qualifying expenditures are incurred, based on the principles of IAS 20, Accounting for Government Grants and Disclosure of Government Assistance (IAS 20), applied by analogy. The financial liability is subsequently measured at amortized cost in accordance with IFRS 9, Financial Instruments (IFRS 9).

 

1

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

2.4New and amended standards and interpretations
   
 a)New standards, amendments adopted in the period

 

Effective January 1, 2026, the Company adopted Amendments to IFRS 9, Financial instruments and IFRS 7, Financial instruments: Disclosures as issued by the IASB. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities and introduce a new exception for certain financial liabilities settled through an electronic payment system prior to the settlement date. The Company elected to apply this option to all financial liabilities settled in cash through electronic payment systems that meet the required criteria. Such liabilities are derecognized before the settlement date when the related payment instruction cannot be withdrawn, stopped or cancelled, the Company no longer has access to the cash designated for settlement, and the related settlement risk is insignificant.

 

Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest (“SPPI”) criteria, which requires that contractual cash flows consist only of repayments of principal and interest on the principal amount outstanding, and new disclosures for certain instruments with contractual terms that can change cash flows. The adoption of these amendments did not have a significant impact on the measurement or disclosure of financial assets and liabilities of the Company.

 

b)New standards, amendments and interpretations issued but not yet effective

 

At the date of authorization of these condensed consolidated interim financial statements, the Company had not applied the following new and revised IFRS Accounting Standards that are not yet effective.

 

New accounting standard IFRS 18, Presentation and disclosure in financial statements

 

IFRS 18, Presentation and Disclosure in Financial Statements (IFRS 18) will provide new presentation and disclosure requirements and replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces changes to the structure of the income statement; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027, with earlier application permitted.

 

The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and disclosures.

 

2.5Use of judgements and estimates

 

The preparation of these condensed consolidated interim financial statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and expenses during the reporting period. Actual results could differ from these estimates.

 

The condensed consolidated interim financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed consolidated interim financial statements and may require accounting adjustments based on future occurrences. The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are accounted for prospectively.

 

Except for the estimates and judgements associated with the accounting for the FSHD Canada Funding Agreement (note 7), there have been no material changes to the nature of estimates and judgments reported in the Company's audited consolidated financial statements for the year ended December 31, 2025. These estimates and judgements associated with the FSHD Canada Funding Agreement include the determination of the fair value of the financial liability related to the contingent future payment obligation, which requires estimates regarding the expected timing and amount of future payments, including assumptions related to the expected commercialization timeline, projected sales, probability of technical and regulatory success, and the discount rate.

 

2

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

3.Cash and Cash Equivalents

 

Cash and cash equivalents consist of the following:

 

    September 30, 2026    December 31, 2025 
    $    $ 
Cash balances with banks   4,824    4,384 
Short-term instruments   1,351    5,420 
Total cash and cash equivalents   6,175    9,804 

 

Cash and cash equivalents include cash held with financial institutions and highly liquid short-term instruments, including guaranteed investment certificates, with original maturities of three months or less. These instruments bear interest at either variable rates based on prevailing market rates or fixed rates for short-term instruments that have original maturities of less than three months.

 

4.Short-term Investments

 

Short-term investments with initial maturities greater than three months and less than one year consist of the following:

 

    September 30, 2026    December 31, 2025 
    $    $ 
Guaranteed Investment Certificates   46,839    17,906 
Total   46,839    17,906 

 

These instruments bear interest at fixed rates ranging from 2.51% to 4.51% (2025 – 2.5% to 4.35%) and mature at various dates within one year.

 

5.Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consist of the following:

 

    September 30, 2026    December 31, 2025 
    $    $ 
Research and development deposits   2,920    3,617 
Other prepaids and deposits   506    187 
Deferred financing costs   616    - 
Total prepaid expenses and other current assets   4,042    3,804 

 

Research and development deposits primarily consist of advance payments to contract research organizations for services required for ongoing clinical trials and other planned research and development activities, including procurement of supplies and materials and preclinical work. Other prepaid expenses and deposits consist of advance payments for insurances, subscriptions, and other general and administrative items. Deferred financing costs include costs incurred in connection with the Company’s amended and re-stated shelf prospectus filing and at-the-market (“ATM”) equity facility. These costs relate to legal, regulatory filings, and other professional fees directly attributable to these activities.

 

6.Accounts Payable and Accrued Liabilities

 

    September 30, 2026    December 31, 2025 
    $    $ 
Trade payables   1,190    1,772 
Accrued liabilities   6,554    2,261 
Income taxes payable   4    72 
Total accounts payable and accrued liabilities   7,748    4,105 

 

3

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

7.Deferred contribution liability

 

On September 21, 2026, the Company entered into a funding agreement (the “Funding Agreement”) with FSHD Canada Foundation to support eligible research and development activities related to the Facioscapulohumeral Muscular Dystrophy (FSHD) program. Under the Funding Agreement, the Company may become eligible to receive aggregate milestone-based funding of up to $4,893, in addition to $107 of contributions received for the R&D activities completed during the nine months ended September 30, 2025.The timing and receipt of the future funding is conditional upon the achievement of specified development milestones.

 

In consideration for the funding, Company may be required to make future payments to the FSHD Canada Foundation based on 20% of FSHD licensing revenue and, once cumulative FSHD net sales reach $20 million, 7.5% of FSHD net sales revenue. Aggregate payments are limited to four times the funding advanced. The Company has no obligation to commercialize the FSHD program.

 

The Funding Agreement contains both a financial liability component related to the contingent future payment obligation and a contribution component related to the funding of eligible research and development activities. The financial liability is initially measured at fair value, with the remaining amount recognized as the contribution component. For purposes of presentation, the estimated financial liability is included within the deferred contribution liability on the statement of financial position, as the amount is not material.

 

The contribution component is recognized as a reduction of research and development expenses as the related eligible expenditures are incurred. Amounts received in excess of cumulative eligible expenditures incurred remain recorded as a deferred contribution liability until such expenditures are incurred.

 

The following is a summary of changes in deferred contribution liability:

 

    September 30, 2026    December 31, 2025 
    $    $ 
Opening balance, beginning of period   -    - 
Funding received   894    - 
Less: recognized as a reduction of research and development expenses   (280)   - 
Deferred contribution liability, end of period   614    - 

 

8.Share Capital and Pre-Funded Warrants

 

Authorized

 

The authorized share capital of the Company consists of an unlimited number of common shares.

 

Share Consolidation

 

On January 27, 2026, the Company completed a twelve-for-one share consolidation of its issued and outstanding Common Shares. As a result of the share consolidation, 185,507,153 shares outstanding at the time of consolidation were consolidated into 15,458,903 common shares outstanding. All information in these condensed consolidated interim financial statements is presented on a post-share consolidated basis, including the comparative disclosures.

 

Loss per share

 

Loss per share is calculated using the weighted average number of Common Shares outstanding.

 

The effect of any potential exercise of the Company’s potentially dilutive securities outstanding during the three months and nine months ended September 30, 2026 and September 30, 2025 have been excluded from the calculation of diluted loss per share as it would be anti-dilutive.

 

Losses are not allocated to the Pre-Funded Warrants in determining earnings per share in accordance with the Company’s accounting policy. Accordingly, in periods in which the Company reports a net loss and no dividends are declared, the entire net loss is attributed to common shareholders for purposes of computing basic loss per share. Basic loss per share for Pre-Funded Warrants is based on nil net income for the three months and nine months ended September 30, 2026 and 2025.

 

4

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

Share Capital (Issued and Outstanding)

 

As noted above, the Company completed a twelve-for-one consolidation of its issued and outstanding Common Shares on January 27, 2026. The numbers of Common Shares, Pre-Funded Warrants, and Stock options have been adjusted on a retroactive basis.

 

The effect of the share consolidation on the issued and outstanding number of Common Shares, Pre-Funded Warrants, and stock options outstanding at January 27, 2026, is as follows:

 

    Balance Before Share Consolidation    Balance After Share Consolidation 
Common Shares   185,507,153    15,458,903 
Pre-Funded Warrants   37,916,940    3,159,743 
Stock Options   26,436,082    2,202,960 

 

February 2026 Equity Offering

 

On February 9, 2026, the Company completed a public offering (the “February 2026 Equity Offering”), issuing 5,168,019 Common Shares at $10.10 per Common Share and Pre-Funded Warrants to purchase 495,049 Common Shares with no expiry date and an exercise price of $0.00001 for $10.09999 per Pre-Funded Warrant (CA$13.80999 per Pre-Funded Warrant) for gross proceeds of $57,197. The costs associated with the February 2026 Equity Offering were $5,296, including cash costs for commissions to the agents of approximately $4,004 and professional fees and regulatory costs of $1,292.

 

Pre-Funded Warrants

 

The following is a summary of changes in Pre-Funded Warrants:

 

    

Nine months ended,

September 30, 2026

    

Nine months ended,

September 30, 2025

 
    Number of warrants    Weighted average exercise price    

Number of

warrants

    Weighted average exercise price 
Outstanding, beginning of period   3,159,743   $0.00009    4,297,313   $0.00009 
Exercised   (582,228)  $0.00009    (1,137,570)  $0.00009 
Issued   495,049   $0.00001    -    - 
Outstanding, end of period   3,072,564   $0.00008    3,159,743   $0.00009 

 

Each Pre-Funded Warrant entitles the holder to acquire one common share at a nominal exercise price, and does not expire. Holders of Pre-Funded Warrants are entitled to participate in dividends and other distributions on an as-exercised basis in accordance with their terms.

 

At-the-market (“ATM”)

 

On August 14,2026, the Company entered into a sales agreement with SVB Leerink acting as sales agent, pursuant to which the Company may, from time to time sell, through at-the-market (“ATM”) on the NASDAQ such number of common shares as would have an aggregate offering price of up to US$50.0 million (the ATM Offering). The Company plans to use the net proceeds of the ATM offering for general corporate purposes including, but not limited to working capital expenditures, research and development expenditures, and clinical trial expenditures. During the three and nine months ended September 30, 2026, no shares were issued under the ATM.

 

5

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

9.Warrants

 

Warrants have been issued as part of equity financings and include compensation to agents and brokers of the Company. Pre-Funded Warrants are listed separately on the condensed consolidated interim statement of financial position and on the condensed consolidated interim statement of changes in shareholders’ equity and are excluded from the tables below. The following is a summary of changes in warrants:

 

    

Nine months ended,

September 30, 2026

    

Nine months ended,

September 30, 2025

 
    Number of warrants    Weighted average exercise price    

Number of

warrants

    Weighted average exercise price 
Outstanding, beginning of period   -    -    893,842    CA$6.36 
Exercised   -    -    (468,590)   CA$6.36 
Expired   -    -    (425,252)   CA$6.36 
Outstanding, end of period   -    -    -    - 

 

10.Stock-Based Compensation

 

On January 27, 2026, the Company completed a twelve-for-one share consolidation of its issued and outstanding Common Shares. The numbers of Common Shares, Pre-Funded Warrants, and Stock options have been adjusted on a retroactive basis. Pursuant to the terms of the Company’s stock option plan, the number of stock options outstanding and their exercise prices have been adjusted to reflect the consolidation, such that the total value of each stock option is preserved.

 

Effective May 14, 2024, the Company adopted a new omnibus equity incentive plan (“Omnibus Plan”) which authorizes the Board of Directors to administer the Omnibus Plan to provide equity-based compensation in the form of stock options and restricted stock units.

 

The Company currently maintains its existing Amended and Restated Incentive Stock Option Plan (“Option Plan”) but effective May 14, 2024 no further grants will be made under this plan though existing grants under the Option Plan will remain in effect in accordance with their terms. The aggregate number of Common Shares that may be issued under all awards under the Omnibus Plan and the Option Plan is 15% of our issued and outstanding Common Shares on a rolling basis.

 

Under both the Omnibus Plan and the Option Plan, the exercise price of each option equals the market price of the underlying share on the date of the grant. Vesting is provided for at the discretion of the Board of Directors and the expiration of options is to be no greater than 10 years from the date of grant.

 

The Company calculates the fair value of each stock option grant using the Black-Scholes option pricing model at the grant date. The stock-based compensation expense of the stock options is recognized as stock-based compensation expense over the relevant vesting period of the stock options using an estimate of the number of options that will eventually vest.

 

Stock option transactions for the nine months ended September 30, 2026, and September 30, 2025, are presented below:

 

   Nine months ended,
September 30, 2026
  Nine months ended,
September 30, 2025
    Number of options    Weighted average exercise price    Number of options    Weighted average exercise price 
Outstanding, beginning of period   2,202,960    CA$8.82    1,156,608    CA$8.78 
Granted   937,176    CA$10.05    1,103,202    CA$8.79 
Exercised   (7,295)   CA$7.08    -    - 
Forfeited and expired   (207,993)   CA$8.78    (70,627)   CA$9.41 
Outstanding, end of period   2,924,848    CA$9.22    2,189,183    CA$8.76 

 

6

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

As at September 30, 2026, the Company had the following outstanding options:

 

    Options Outstanding    Options Exercisable 
Exercise Prices   

 

 

Number of options

    Weighted average remaining contractual life    

 

Weighted average exercise price

    

 

 

Number of options

    

 

Weighted average exercise price

 
CA$3.90-$9.40   1,673,319    7.96    CA$7.14    740,957    CA$6.41 
CA$9.41-$14.90   1,082,236    8.79    CA$10.70    309,136    CA$9.65 
CA$14.91-$20.40   169,293    4.87    CA$20.32    169,293    CA$20.32 
    2,924,848    8.09    CA$9.22    1,219,386    CA$9.16 

 

The following table presents the assumptions that were used in the Black-Scholes option pricing model to determine the fair value of stock options granted during the period, and the resultant average fair values:

 

    

Nine months ended,

September 30, 2026

    

Nine months ended,

September 30, 2025

 
Expected life of stock options    8 years    10 years 
Expected weighted average volatility   75.65%   83.90%
Expected dividend yield   nil%    nil% 
Weighted average risk-free interest rate   3.34%   3.10%
Weighted average fair value of stock options granted in the period  $5.44   $5.36 

 

Due to the absence of volatility rates specific to the Company, the Company considered the volatility of similar companies in determining this estimate.

 

During the three and nine months ended September 30, 2026, $880 (2025 - $774) and $2,529 (2025 - $2,250), respectively, have been recognized as stock-based compensation expense.

 

11.Operating Expenses:

 

Research and development expenses:

 

   Three months ended
September 30,
  Nine months ended
September 30,
    2026    2025    2026    2025 
    $    $    $    $ 
Salaries   1,666    909    4,621    2,430 
Discovery expenses   197    168    649    498 
Preclinical expenses   688    409    2,641    1,690 
Chemistry, manufacturing and controls   1,105    334    3,865    858 
Clinical   4,779    1,759    12,924    6,442 
Stock-based compensation   563    415    1,243    1,053 
Total research and development expenses   8,998    3,994    25,943    12,971 

 

7

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

General and administrative expenses:

 

   Three months ended
September 30,
  Nine months ended
September 30,
    2026    2025    2026    2025 
    $    $    $    $ 
Salaries and board fees   1,017    819    2,889    2,561 
Professional fees   870    584    2,146    1,238 
Other operating expenses   327    106    1,169    437 
Patent and intellectual property costs   147    102    449    404 
Stock-based compensation   317    359    1,286    1,197 
Depreciation   1    2    3    4 
Total general and administrative expenses   2,679    1,972    7,942    5,841 

 

12.Commitments and Contingencies

 

The Company enters into contracts in the normal course of business, including for research and development activities. As at September 30, 2026, in addition to amounts that have been recognized in accounts payable and accrued liabilities, the Company has commitments for research and development activities in the amount of $21,280. These commitments are generally cancellable with notice, subject to payment for services rendered to the date of termination. These commitments include agreements related to the conduct of long-term toxicology, manufacturing, clinical development, and clinical trial costs.

 

   Payments Due by Period 
    Total    Less than 1 year     1 -3 years     4 – 5 years     After 5 years  
Purchase obligations  $21,280   $16,557   $4,723    0    0 

 

The Company may be required to make milestone, royalty, and other research and development funding payments under research and development collaboration and other agreements with third parties. These payments are contingent upon the achievement of specific development, regulatory and/or commercial milestones.

 

As described in Note 7, the Company is party to the Funding Agreement with the FSHD Canada Foundation that provides for payments based on future FSHD licensing revenue and product sales. The aggregate payments are limited to four times the funding advanced under the agreement and are contingent upon the occurrence of future licensing or commercialization events.

 

During the nine months ended September 30, 2026, the Company paid a milestone payment of $108 to Ottawa Hospital Research Institute (“OHRI”) triggered by the initiation of a Phase 2 clinical trial in the United States under the terms of the Ottawa Hospital Research Institute license (“OHRI License”).

 

13.Related Party Transactions

 

Franklin Berger, a member of the Board of Directors of the Company, purchased 24,750 Shares in the February 2026 Equity Offering and Bloom Burton Securities Inc., an entity that is jointly controlled by Brian Bloom, a director of the Company, received a commission of $200 related to its role as co-manager in the transaction.

 

Key management personnel consists of the Company’s Chief Executive Officer, Chief Scientific Officer, Chief Medical Officer, Chief Development Officer, and Chief Financial Officer and the Directors of the Company. The remuneration of key management personnel is as follows:

 

    

Three months ended

September 30,

    

Nine months ended

September 30,

 
    2026    2025    2026    2025 
    $    $    $    $ 
Salaries and management fees   906    663    2,838    1,951 
Stock-based compensation   576    499    1,692    1,440 
Total   1,482    1,162    4,530    3,391 

 

8

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

14.Segmented Information

 

The Company operates within a single operating segment, the research and development of small molecule drug candidates to treat degenerative muscle diseases, which is the Company’s only reportable segment and is consistent with the internal reporting provided to the chief operating decision-maker. The Company operates in three geographic areas, Canada, United States and Australia. As at September 30, 2026, the Company held total assets of $176 (December 31, 2025 - $207) in the United States, $556 (December 31, 2025 - $669) in Australia and $57,253 in Canada (December 31, 2025 - $31,013).

 

15.Capital Management

 

The Company manages its capital structure in an endeavour to ensure sufficient resources are available to meet day-to-day operational requirements, further develop its existing technology, and continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional funding. There is a risk that in the future, additional financing will not be available on a timely basis or on terms acceptable to the Company.

 

In order to maintain or adjust the capital structure, the Company may issue new shares, issue debt or sell assets. Total capital is calculated as the Company’s own equity.

 

The Company is not subject to any externally imposed capital requirements.

 

16.Financial Instruments and Risk Management

 

The Company is exposed to various risks through its financial instruments including the following at September 30, 2026:

 

a)Credit Risk

 

Credit risk arises from cash and cash equivalents and short-term investments held at banks and financial institutions, as well as outstanding receivables. The carrying value of these items represent the Company’s maximum exposure to credit risk. At September 30, 2026 and December 31, 2025, no expected credit losses were recognized on any outstanding receivables. During the period ended September 30, 2026, the Company invested its excess cash in interest-bearing operating accounts held at a Schedule 1 Canadian bank and in US Government treasury bills and Guaranteed Investment Certificates. The Company limits its exposure to credit risk, with respect to cash and cash equivalents and short-term investments, by maintaining cash balances with large, reputable financial institutions and by investing in highly liquid instruments issued or guaranteed by governments or financial institutions. Such investments are restricted to instruments with a minimum credit rating of BB (or equivalent) at the time of investment. The Company's cash equivalents and short-term investments consist primarily of operating funds, deposit investments and Guaranteed Investment Certificates with commercial banks. The carrying values of cash and cash equivalents, short-term investments, and receivables represent the Company’s maximum exposure to credit risk.

 

b)Liquidity Risk

 

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet cash flow requirements associated with financial instruments. The Company controls liquidity risk through management of working capital, cash flows and the availability and sourcing of financing. The Company’s ability to accomplish all of its future strategic plans is dependent on obtaining additional financing or executing other strategic options; however, there is no assurance the Company will achieve these objectives. As at September 30, 2026, the Company’s liabilities consist of accounts payable and accrued liabilities that have contracted maturities of less than one year.

 

The Funding Agreement with FSHD Canada Foundation provides for potential future payments based on FSHD licensing revenue and product sales. Aggregate payments are limited to four times the funding advanced under the Funding Agreement. Such payments are dependent upon future licensing or commercialization events. The Company has no obligation to commercialize the FSHD program and, accordingly, the timing and amount of any future payments are uncertain.

 

9

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

c)Market Risk

 

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk, and price risk.

 

I)Currency Risk

 

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The exposure to this risk changes as the exchange rate fluctuates.

 

Foreign currency risk is limited to the portion of the Company's business transactions denominated in currencies other than the US dollar, primarily expenses for general and administrative and research and development incurred in Canadian dollars. The Company manages foreign exchange risk by maintaining Canadian dollars cash on hand to fund its short-term foreign currency expenditures. Balances held in foreign currencies, presented in US dollars are as follows:

 

   As at September 30, 2026
    

US

$

    

Australian

$

    

Euro

€

    

Canadian

$

    

Total

$

 
Cash and cash equivalents   4,124    487    -    1,564    6,175 
Short-term investments   44,600    -    -    2,239    46,839 
Accounts payable and accrued liabilities   (3,076)   (20)   (2,400)   (2,252)   (7,748)
Total   45,648    467    (2,400)   1,551    45,266 

 

   As at December 31, 2025
    

US

$

    

Australian

$

    

Euro

€

    

Canadian

$

    

Total

$

 
Cash and cash equivalents   5,105    498    -    4,201    9,804 
Short-term investments   14,550    -    -    3,356    17,906 
Accounts payable and accrued liabilities   (1,759)   (4)   (921)   (1,421)   (4,105)
Total   17,896    494    (921)   6,136    23,605 

 

Assuming all other variables remain constant, a 10% depreciation or appreciation of the US dollar against the Canadian dollar, Australian dollar, and Euro would result in an increase or decrease in loss and comprehensive loss for the nine months ended September 30, 2026, of $38 (December 31, 2025 - $571).

 

II)Interest Rate Risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds its cash and cash equivalents and short-term investments in banks and financial institutions, and manages its interest rate risk by holding cash in high yield savings accounts or highly liquid short-term investments.

 

III)Fair Value

 

Financial assets and liabilities for which fair value is measured or disclosed in the condensed consolidated interim financial statements, are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 

●Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

 

●Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

 

10

 

SATELLOS BIOSCIENCE INC.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the three and nine months ended September 30, 2026 and 2025

(Amounts expressed in thousands of US Dollars, except for share and per share amounts)

 

●Level 3 – Inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs)

 

At September 30, 2026, the Company's financial instruments, all subsequently measured at amortized cost, included cash and cash equivalents, short-term investments, and accounts payable and accrued liabilities.

 

Due to the short-term maturities of cash and cash equivalents, short-term investments, accounts payable and accrued liabilities, the carrying amounts approximate their fair value at the respective condensed consolidated interim statement of financial position date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

SATELLOS BIOSCIENCE INC.

 

Management’s Discussion and Analysis

 

For the three months and nine months ended September 30, 2026, and 2025

 

 

 

 

 

DATE OF REPORT: November 12, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 1 

 

The following discussion is management’s assessment and analysis (this “MD&A”) of the results of operations and financial conditions of Satellos Bioscience Inc. (“Satellos” or the “Company”) for the three and nine months ended September 30, 2026, and 2025. This MD&A should be read in conjunction with the condensed consolidated interim financial statements for the three and nine months ended September 30, 2026, and 2025 and the related notes thereto (together, the “condensed consolidated interim financial statements”) and the audited annual consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 and the related notes thereto.

 

All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) and all dollar amounts are expressed in thousands of USD, except per share amounts and unless otherwise indicated.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements and information in this MD&A contain “forward-looking information” and “forward-looking statements”, within the meaning of applicable Canadian securities laws and Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended, pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, as amended (collectively herein referred to as “forward-looking statements”). These statements relate to future events or future performance and reflect the Company’s expectations and assumptions regarding the growth, results of operations, performance and business prospects and opportunities of the Company. These forward-looking statements are made as of the date of this MD&A or, in the case of documents incorporated by reference herein, as of the date of such documents. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “expectation”, “anticipates”, “believes”, “intends”, “intention”, “estimates”, “predicts”, “continues”, “potential”, “targeted”, “plans”, “possible”, “goal”, “seek”, “project”, “future”, “likely” and similar expressions, or statements that events, conditions or results “will”, “may”, “could”, “would” or “should” occur or be achieved. Any forward-looking statements or statements of “belief”, including the statements made under “Risks and Uncertainties”, represent the Company’s estimates only as of the date of this MD&A and the documents incorporated by reference herein, respectively, and should not be relied upon as representing the Company’s estimates as of any subsequent date. Forward-looking statements are necessarily based on estimates and assumptions made by Satellos in light of its experience and perception of historical trends, current conditions and expected future developments, as well as factors that Satellos believes are appropriate. Forward-looking statements in this MD&A include, but are not limited to, statements relating to:

 

·our belief that the Company will be successful in raising additional capital;
·the expected research and development timelines, therapeutic benefits, effectiveness and safety of our product candidates;
·our belief that the Company's products and research and development efforts are targeting diseases and conditions with significant unmet medical treatment needs;
·our belief that the Company has made, and will continue to make, progress towards the achievement of certain milestones or objectives;
·our expectation with respect to meeting milestones and the minimum amount of funds the Company expects to need to raise in order to achieve such milestones and garner additional funding;
·the initiation, timing, cost, progress, outcomes, resource needs and success of our research and development activities, plans and programs;
·our expectations regarding our ability to design, test and patent novel drug products suitable for advancement into clinical trials and the anticipated timelines surrounding such clinical trials;
·our belief that we will have productive discussions with regulatory authorities regarding various drug applications;
·our expectations that the Notch pathway and AAK1 drug target (both as further described herein) represent drug development opportunities similar or superior to modulation of the EGFR (Epidermal Growth Factor Receptor) signaling pathway;

 

 2 

 

·our intentions of developing inhibitors to AAK1 (as defined herein) and in showing that such potential inhibitors have desirable effects in relevant models of Duchenne muscular dystrophy ("Duchenne" or “DMD”), facioscapulohumeral muscular dystrophy (“FSHD”) and in other indications, such as other degenerative muscle diseases, muscle injury or trauma, or muscle regeneration generally;
·our expectations that we will identify predictive biomarkers which will translate into or be useful in conducting human clinical trials;
·our belief that the results of the Company’s research and development activities, preclinical studies, safety studies or clinical trials have the potential to be commercially competitive with research and development activities, preclinical studies, safety studies or clinical trials conducted by other parties;
·discoveries we have made in muscle stem cell regulation having the potential to represent insights into a potential root cause of degenerative muscle disorders which has previously not been recognized and which may be therapeutically relevant in the treatment of degenerative muscle disorders;
·our belief that the Company’s technology can be commercialized, and that such commercialization could be done as effectively or more effectively than other technologies to treat degenerative muscle disorders and conditions or other medical disorders or conditions, or at all;
·our ability to discover, optimize, select and advance into clinical development therapeutic drug development candidates in a timely, cost-efficient and effective manner, or at all;
·our ability to translate our discoveries in muscle stem cell regulation into safe and therapeutically effective drug products and the broad applicability of such products;
·our ability to enter into research and/or commercial development collaborations or partnerships to successfully and profitably advance our drug development candidates;
·our ability and that of our partners (if any) to advance identified drug development candidates into, and successfully complete, clinical trials;
·our intention to identify and nominate one or more back-up product candidates and the potential benefits of having such back-ups;
·our plans to utilize and deploy MyoReGenXTM in our programs and our continued relationship with OHRI (as defined herein);
·the ability of our products to effectively and safely treat Duchenne and FSHD and other degenerative muscle disorders and conditions or other medical disorders or conditions and the applicability of our products to other disorders and conditions;
·our expectations regarding future enrollment into clinical trials and the timing of future enrollment into clinical trials for our product candidates;
·our belief that our approach may reduce the risk, time and cost of developing therapeutics by avoiding some of the uncertainty associated with certain research and preclinical stages of drug development;
·our ability to establish and maintain relationships with collaborators with acceptable preclinical and/or clinical research and development capability, and regulatory and commercialization expertise to enable the development and future commercialization of our technology or products, and the benefits to be derived from such collaborative efforts;
·our ability to enter into agreements or partnerships with pharmaceutical or biotechnology companies that have research and clinical development and/or sales and marketing capabilities and the expected benefits that could be derived therefrom;
·our ability to generate and protect our intellectual property;
·our ability to operate our business without infringing upon the intellectual property rights of others;
·our ability to engage third party services with specialized domain expertise for the drafting and submitting of regulatory applications to conduct clinical trials in humans;
·our ability to establish suitable Chemistry, Manufacturing and Controls and Good Manufacturing practices protocols;
·the manufacturing capacity of third-party manufacturers for our product candidates;
·our expectations regarding federal, provincial and foreign regulatory requirements;
·the timing of, and the costs of obtaining and maintaining, regulatory approvals in the United States, Australia, Europe, Serbia and other jurisdictions;

 

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·the rate and degree of market acceptance and clinical utility of our future products, if any;
·existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us pursuant to such arrangements;
·the implementation and execution of our commercial and operational strategy;
·our ability to engage and retain the employees or consultants required to grow our business;
·the potential revenue that may be generated from our products, pricing and reimbursement of the patient cost of our drug products by insurers or national health systems, as the case may be, in those jurisdictions where the Company intends to sell its drug products and our ability to achieve profitability;
·developments relating to our competitors and our industry, including the success of competing therapies that are or become available;
·the potential growth of the market and demand for our products as well as the estimated pricing and subsequent revenue generation of any potential therapeutics we discover;
·our belief that any discoveries by the Rudnicki Lab (as defined below) have the potential to have a positive impact on Satellos and our work;
·our future financial performance, including projected expenditures, future revenue, capital requirements and our needs for additional financing;
·our belief that our existing cash and cash equivalents and short-term investments will be sufficient to finance our operations through 2027;
·our ability to maintain our listings on the Toronto Stock Exchange (the “TSX”) and the Nasdaq Global Market (“Nasdaq”) and the continued liquidity and trading market for our Common Shares;
·the potential impact of tariffs, trade policy changes, and geopolitical conditions on our operations and ability to conduct business; and
·general business and economic conditions and the evolving regulatory landscape.

 

Such forward-looking statements reflect our current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Satellos as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance, achievements, prospects or opportunities to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to:

 

·obtaining positive results from our research and development activities, including clinical trials;
·our ability to obtain regulatory approvals;
·assumptions regarding general business, market, economic and regulatory conditions;
·assumptions regarding the cost and timing of each study;
·the Company’s ability to successfully advance its preclinical and clinical development programs and execute its plans substantially as currently envisioned;
·the Company’s ability to identify and advance suitable product candidates;
·assumptions related to the pricing and reimbursement of its drug products in jurisdictions in which the Company intends to sell its drug products;
·the Company’s current positive relationships with third parties will be maintained and the potential to develop new partnerships;
·the Company’s ability to continue to use existing licenses for the development of our product(s);
·the availability (and sources) of financing on reasonable terms;
·future expenditures to be incurred by the Company, including research and development and operating costs;
·the Company’s ability to attract and retain skilled employees and consultants;
·assumptions regarding market competition, market capture and pricing;
·the products and technology offered by the Company’s competitors; and
·the Company’s ability to protect patents and proprietary rights.

 

 4 

 

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined under the headings “Market Risk – Currency Risk”, “Liquidity Risk”, “Credit Risk” and “Risks and Uncertainties” in this MD&A and the risks outlined in the Company’s annual information form for the year ended December 31, 2025 dated March 27, 2026 (the “AIF”) and the Company’s amended and restated short form base shelf prospectus dated August 11, 2026 (the “Base Shelf Prospectus”) and incorporated by reference in our Form F-10 filed with the Securities and Exchange Commission, and declared effective on August 11, 2026 (the “Registration Statement”). Certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to:

 

·risks related to the early stage of our products;
·uncertainties related to preclinical product development activities and clinical trial outcomes;
·uncertainties related to current economic conditions;
·risks related to rapid technological change;
·uncertainties related to forecasts and timing of clinical trials and regulatory approval;
·competition in the market for therapeutic products, including those to treat Duchenne, FSHD and related diseases;
·risks related to potential product liability claims;
·availability of financing and access to capital and the risks associated with the Company’s ability to continue as a going concern;
·market acceptance and commercialization of products;
·the availability, costs and supply of materials;
·risks related to the effective management of our growth;
·risks related to the reliance on partnerships and licensing agreements;
·risks related to our reliance on key personnel;
·risks related to the regulatory approval process for the manufacture and sale of therapeutic products;
·risks related to the reimbursement process in various jurisdictions where the Company plans to sell its drug products; and
·our ability to secure and protect our intellectual property.

 

The Company cautions that the foregoing list of important factors and assumptions is not exhaustive. Although the Company has attempted to identify on a reasonable basis important factors and assumptions related to forward-looking statements, there can be no assurance that forward-looking statements will prove to be accurate, as events or circumstances or other factors could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Other than as specifically required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements.

 

NATURE OF BUSINESS AND OVERVIEW OF OPERATIONS

 

Overview of the Business

 

Satellos is a publicly listed (NASDAQ: MSLE, TSX: MSCL), clinical-stage drug development company focused on enhancing natural muscle repair and regeneration in degenerative muscle diseases. Through its research, Satellos has developed forazapadin (formerly SAT-3247), an orally administered small molecule drug designed to address deficits in muscle repair and regeneration. Forazapadin (formerly SAT-3247) targets and inhibits AAK1, a key protein that Satellos has identified as capable of helping enhance muscle stem cell signaling that is disrupted in degenerative muscle diseases including DMD and FSHD, muscle injury or trauma, or muscle regeneration generally. Following injury, muscle stem cells produce new muscle cells while preserving a pool of stem cells for future regeneration. In degenerative muscle diseases, different disease processes can reduce the muscle’s ability to repair and maintain healthy tissue, contributing to progressive muscle loss. By modulating key signaling pathways that influence muscle cell behavior, forazapadin (formerly SAT-3247) may re-establish the signals that support effective muscle regeneration.

 

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Forazapadin (formerly SAT-3247) is currently in clinical development as a potential disease-modifying treatment for DMD in two clinical trials, CL-201, known as BASECAMP, in pediatric patients, and LT-001, known as TRAILHEAD, in adult patients. Additionally, a Phase 2 clinical trial in FSHD, CL-211 known as TRAVERSE, has been initiated following the clearance of an Investigational New Drug (“IND”) submission by the United States Food and Drug Administration (the “FDA”) and a Clinical Trial Application (“CTA”) by Health Canada. Satellos continues to utilize its research and proprietary discovery platform, MyoReGenX, to identify additional muscle diseases or injury conditions where restoring muscle repair and regeneration may have therapeutic benefit and represent future clinical development opportunities.

 

Satellos Bioscience Inc. was incorporated under the Canada Business Corporations Act on July 27, 2012 and commenced trading on the TSX Venture Exchange under the trading symbol “MSCL” on August 18, 2021, the TSX on February 14, 2024, under the symbol “MSCL”, and Nasdaq under the trading symbol “MSLE” on February 6, 2026.

 

As at September 30, 2026, the Company had two wholly owned subsidiaries, Satellos Bioscience Australia Pty Ltd. (an entity incorporated under the laws of Australia) and Satellos Bioscience US, Inc. (incorporated under the laws of Delaware, USA), through which Satellos employs U.S. personnel.

 

The Company’s head office is located at 15 Allstate Parkway, Suite 600, Markham, Ontario, L3R 5B4, and the Company’s registered and records office is located at 199 Bay St., Suite 4000, Toronto, Ontario, M5L 1A9.

 

Achievements and Highlights for the Three and Nine-Months Ended September 30, 2026

 

On January 27, 2026, the Company completed a consolidation of its outstanding common shares (“Common Shares”) on the basis of one post-consolidation Common Share for every 12 pre-consolidation Common Shares (the “Consolidation”). The Consolidation took effect on the TSX at market open on January 30, 2026.

 

On January 29, 2026, the Company announced the appointment of Antoinette Paone as Chief Development Officer and Head of Regulatory Affairs. Ms. Paone brings extensive experience leading regulatory strategy from clinical development through approval, including her work on Kalydeco and Orkambi at Vertex Pharmaceuticals (Nasdaq: VRTX). She joined Satellos from Generation Bio (Nasdaq: GBIO), where she most recently served as Chief Operating Officer.

 

On February 6, 2026, the Common Shares began trading on Nasdaq under the ticker symbol “MSLE”.

 

On February 9, 2026, the Company announced that it had completed an underwritten public offering of 5,168,019 Common Shares, which included 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 $10.10 per share and the pre-funded warrants were sold at a price of $10.09999 per pre-funded warrant, which represents the per share price for the Common Shares less the $0.00001 per share exercise price for each pre-funded warrant. The proceeds net of commissions and other fees were $51,901.

 

On February 12, 2026, the Company announced that the first participant had been dosed in BASECAMP, a randomized, double-blind, placebo-controlled, proof-of-concept, Phase 2 pediatric study of forazapadin (formerly SAT-3247) for DMD.

 

On March 10, 2026, the Company announced interim clinical and biomarker data for forazapadin (formerly SAT-3247) at the Muscular Dystrophy Association (“MDA”) Clinical & Scientific Conference. The data included interim observations from TRAILHEAD, the ongoing Phase 2 adult study of forazapadin for DMD, details related to the development of a novel muscle regeneration assessment tool known as the Regenerative Index, and preclinical findings demonstrating enhanced muscle strength in a mouse model of FSHD.

 

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On June 29, 2026, the Company announced that the FDA, granted Fast Track designation to forazapadin (formerly SAT-3247) for the treatment of Duchenne. The Fast Track designation is designed to expedite the development and review of new drugs to treat serious or life-threatening conditions and fill unmet medical needs. Companies receiving Fast Track designation may be eligible for more frequent interactions with the FDA, rolling review of future marketing applications and, if relevant criteria are met, eligibility for Accelerated Approval for Priority Review.

 

On July 8, 2026, the Company announced six-month interim data from TRAILHEAD. The results showed reduced muscle fat fraction, increased total effort, stable strength, lower creatine kinase, and a safety and tolerability profile consistent with previously reported data.

 

On September 9, 2026, the Company announced the assignment of the International Non-proprietary Name “forazapadin” for SAT-3247.

 

On September 24, 2026, the Company announced that the FDA has cleared the IND application for forazapadin (formerly SAT-3247) for FSHD and that FSHD Canada Foundation agreed to provide up to $5 million in non-dilutive financing toward the clinical development of forazapadin (formerly SAT-3247) in FSHD.

 

On September 30, 2026, the Company announced that enrollment had been completed for BASECAMP, across 17 clinical sites in the U.S., Canada, Australia, Belgium, Spain, Poland and Serbia.

 

Satellos made the following disclosures subsequent to the quarter ended September 30, 2026:

 

On October 5, 2026, Satellos announced issuance of U.S. Patent No. 12,747,245, covering composition-of-matter claims for forazapadin (formerly SAT-3247) and a broader class of AAK1 inhibitors providing U.S. protection through September 6, 2044.

 

On October 27, Satellos announced the formation of a Scientific Advisory Board to Explore the Biology of Regeneration in Aging and Neuroscience.

 

On November 6, Satellos announced that, following feedback from FDA, it had selected change in vastus lateralis fat fraction measured by magnetic resonance imaging (MRI) as the primary efficacy endpoint in the BASECAMP Phase 2 clinical study in boys aged seven to nine with DMD.

 

On November 12, 2026, Satellos announced that Health Canada has cleared its CTA application for forazapadin (formerly SAT-3247) for the treatment of FSHD.

 

Description of Business Strategy and Programs

 

The Company’s primary goal is the development of disease modifying therapeutic drugs for the treatment of severe muscle conditions of unmet medical need. Our core technology is based on discoveries by the Company’s scientific founder and Chief Discovery Officer, Dr. Michael Rudnicki, in understanding and modulating muscle stem cell function and its role in muscle regeneration. Multiple peer reviewed publications from Dr. Rudnicki’s lab (the “Rudnicki Lab”) at the Ottawa Hospital Research Institute (the “OHRI”) have advanced the understanding of the identity and behavior of muscle stem cells including their role in health and disease. For instance, the Rudnicki Lab was the first to define so called muscle stem cells (a.k.a. ‘satellite stem cells’) and characterize a sub-population as bona fide multipotent stem cells capable of both self-renewal and regeneration (Source: Kuang et al., 2007, Cell). Dr. Rudnicki was also first to demonstrate that such stem cells exist as a special body of cells capable of regeneration, and subsequently elucidate their biological mechanism of action and identify means to modulate their activity. He further linked deficiencies in muscle stem cell function directly to the pathology of Duchenne as a potential causal factor in the progressive muscle destruction that occurs in this lethal disease (Source: Dumont et al., 2015, Nature Medicine).

 

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The basic principle governing how muscle stem cells contribute to the creation of new muscle cells and hence muscle regeneration, through a process known as asymmetric division, is depicted below in Figure 1.

 

Figure 1: Muscle stem cells undergo asymmetric divisions in response to injury stimuli. Muscle progenitor cells are generated to produce new muscle tissue or repair injured muscle.

 

Asymmetric muscle stem cell divisions result in one stem cell being produced and one progenitor muscle cell. The former maintains the pool of stem cells to be called on to respond to future injury. Progenitor muscle cells by contrast, continue to replicate through normal cell mitosis to generate potentially thousands of cells that ultimately incorporate into and become functional muscle tissue. Findings from the research of Dr. Rudnicki have linked deficits in asymmetric division, to the progressive muscle loss which is a principal pathology of DMD and other degenerative diseases.

 

To apply our understanding of muscle regeneration to therapeutic development in degenerative muscle conditions or disorders, Satellos employs a proprietary discovery platform developed by the Rudnicki laboratory at OHRI called, MyoReGenX™. An automated microscopy system, MyoReGenX™ recapitulates the muscle stem cell environment ex-vivo (i.e., outside the body) and enables Satellos to identify and assess opportunities for developing novel therapeutic treatments.

 

Lead Program: Duchenne

 

The Company’s first application of its technology is directed towards the discovery and development of a small molecule drug for the treatment of Duchenne, the most common fatal genetic disorder diagnosed in childhood affecting approximately one in 4,000 male births per year, worldwide. As depicted in the below Figure 2, individuals living with Duchenne experience severe and progressive loss of muscle function during their lives, often exhibited by loss of ambulation before their teenage years and generally culminating in death before the end of their third decade of life. There is no known cure.

 

Despite this dire scenario, Satellos takes hope for its novel approach from the fact that individuals living with Duchenne do make functional muscle as young children, albeit not as effective as their healthy peers. Our interpretation of the progressive nature of Duchenne, also depicted in Figure 2, is that the unmistakable signs of motor impairment and ambulatory challenges that become apparent during childhood represent a ‘tipping point’ in the balance between muscle damage and repair where regeneration fails to keep up with damage. Satellos believes forazapadin (formerly SAT-3247) can reset the balance of regeneration over degeneration by enhancing the process of asymmetric division and the ensuing creation of new muscle cells.

 

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Figure 2: Progressive muscle loss a hallmark of Duchenne muscular dystrophy

 

Duchenne is caused by a mutation in the dystrophin gene that results in impairment to or loss of the dystrophin protein. Dr. Rudnicki demonstrated that muscle stem cells require a signal from the dystrophin protein to properly and efficiently divide in an asymmetric fashion (Source: Dumont et al. 2015, Nature Medicine.). As described in Figure 3 below, without the dystrophin signal, muscle stem cells fail to divide efficiently, often creating copies of themselves rather than making the progenitor cells needed to create new muscle. To address this problem, Satellos’ therapeutic strategy aims to restore the missing signaling role of dystrophin by drug treatment to enable the resetting of the muscle regeneration process.

 

Figure 3: Imbalanced Stem Cell Division

 

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Restoring the Missing Dystrophin Signal via AAK1 Inhibition

 

Deploying MyoReGenX™ to build on the identification and discovery of this previously unreported signaling role of dystrophin, in collaboration with the Rudnicki lab, Satellos undertook a systematic assessment, evaluation and prioritization of molecular pathways for their potential to safely rescue asymmetric stem cell divisions in the absence of dystrophin. From this exercise conducted over a multi-year period, the Company identified and selected Adaptor Associated Kinase 1 (aka “AAK1”), a protein kinase in the molecular signaling pathway known as “Notch”. Satellos has generated extensive preclinical data in the Mdx mouse, a gold standard research model bearing the same genetic defect as patients with Duchenne, demonstrating that treatment of these research mice through inhibition of AAK1 with forazapadin (formerly SAT-3247) has the potential to restore the process of asymmetric division in muscle stem cells. Our preclinical studies have further shown that inhibition of AAK1 with forazapadin (formerly SAT-3247) enables muscle regeneration with the potential to increase muscle strength. Thus, we believe, forazapadin (formerly SAT-3247) represents a potential novel therapeutic drug for the treatment of Duchenne in humans. Figure 4 below depicts our understanding of the mechanism by which our lead drug candidate, forazapadin (formerly SAT-3247), affects asymmetric division and the muscle stem cell mediated regeneration via inhibition of AAK1.

 

Figure 4: Satellos Approach: Reset regeneration with forazapadin (formerly SAT-3247)

 

Small molecule inhibitors of AAK1 have previously been described for non-muscle related disease indications by Lexicon Pharmaceuticals Inc., a biotech company unrelated to Satellos, which has reported what appears to be acceptable safety profiles in multiple human clinical trials spanning hundreds of patients. We believe this provides some initial indications of the potential safety of AAK1 inhibition.

 

The Company has obtained patent protection for forazapadin (formerly SAT-3247) and continues to pursue patent protection for forazapadin (formerly SAT-3247) and other inhibitors of AAK1. Please refer to the Intellectual Property section in the AIF for further details on its intellectual property strategy and filings and its licensing agreement with the OHRI.

 

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Regulatory Designations for forazapadin (formerly SAT-3247) for DMD

 

The FDA granted both Orphan Drug Designation and Rare Pediatric Disease Designation to forazapadin (formerly SAT-3247) for the potential treatment of DMD. Orphan Drug Designation applies to therapies targeting rare diseases affecting fewer than 200,000 people in the United States and provides benefits including seven-year market exclusivity upon approval, exemption from FDA application fees, tax credits for clinical trials, and eligibility for a priority review voucher.

 

The Rare Pediatric Disease Designation specifically supports treatments for serious and life-threatening conditions primarily affecting children under 18 years old. Under this program, drug sponsors may qualify for a priority review voucher upon approval, which can be used to accelerate the review of a future marketing application for another product or sold to another sponsor. These designations recognize the unmet medical need in DMD and provide regulatory and financial incentives to support forazapadin’s (formerly SAT-3247) development.

 

On June 29, 2026, the Company announced that the FDA granted Fast Track designation to forazapadin (formerly SAT-3247) for the treatment of Duchenne. The Fast Track designation is designed to expedite the development and review of new drugs to treat serious or life-threatening conditions and fill unmet medical needs. Companies receiving Fast Track designation may be eligible for more frequent interactions with the FDA, rolling review of future marketing applications and, if relevant criteria are met, eligibility for Accelerated Approval for Priority Review.

 

Preclinical and Phase 1 Clinical Development of forazapadin (formerly SAT-3247) for DMD

 

Satellos announced positive preclinical data presented at the March 2024 MDA Clinical and Scientific Conference showing improvement in skeletal muscle function with treatment of forazapadin (formerly SAT-3247) in multiple mouse models of muscle degeneration. The preclinical data presented show the broad potential of forazapadin (formerly SAT-3247) to improve skeletal muscle function as it has been demonstrated in three mouse models of muscle degeneration: mdx model of Duchenne, FLExDUX4 model of FSHD, and a muscle injury model in wildtype mice. In all instances, treatment with forazapadin (formerly SAT-3247) over a three-to-four-week period resulted in a statistically significant improvement in muscle force versus animals receiving placebo.

 

In October 2024, Satellos announced data presented at the 29th Annual Congress of the World Muscle Society in Prague. The data presented from the open-label pilot study demonstrated that treatment of two DMD canines with forazapadin (formerly SAT-3247) improved measures of strength to near levels observed in historically healthy dogs.

 

The Company has advanced forazapadin (formerly SAT-3247) through IND enabling studies, Good Manufacturing Practices, a Phase 1a clinical study in 72 healthy adult volunteers and a Phase 1b clinical study in 5 adult DMD patients.

 

In September 2024, the first participant in the first-in-human Phase 1a clinical trial (CL-101) was dosed in Australia following regulatory approvals. The trial consisted of two components: a randomized, placebo-controlled study in healthy volunteers evaluating safety and pharmacokinetics (“PK”) across multiple dose cohorts, and an open-label study in adults with genetically confirmed DMD examining safety, PK, and potential pharmacodynamic markers. The healthy volunteer portion enrolled 72 participants across single ascending dose (“SAD”), multiple ascending dose (“MAD”), and food effect cohorts, while the DMD component included 5 participants receiving a single dose daily of forazapadin (formerly SAT-3247) over 28 days.

 

In February 2025, the Company announced that the SAD, MAD and food effect dose cohorts of the Phase 1 clinical trial had been fully enrolled.

 

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On March 19, 2025, the Company announced initial safety and PK data of forazapadin (formerly SAT-3247) from the Phase 1a clinical trial in an oral presentation at the 2025 MDA Clinical and Scientific Conference. The data indicated that forazapadin (formerly SAT-3247) was safe and well tolerated across all healthy volunteer cohorts. At predicted human efficacious dose levels (i.e., between 50 and 150 mg total daily dose), forazapadin (formerly SAT-3247) did not display adverse clinical findings on any parameter measured, including clinical labs, vital signs, ECGs, and physical exams. No moderate or greater drug-related adverse events were reported at any dose studied and any mild events reported were reversible. In addition, the Phase 1a PK data demonstrated consistency with results from the Company’s preclinical studies.

 

In May 2025, Satellos announced Phase 1b data, from its open-label study, demonstrating early signs that forazapadin (formerly SAT-3247) may have the potential to positively affect grip strength in a statistically significant manner. This data was further updated at the 30th Annual Congress of the World Muscle Society Conference on October 10, 2025, where the Company announced new clinical trial data from the Phase 1b clinical trial.

 

Individuals treated with forazapadin (formerly SAT-3247) over a 28-day period demonstrated an increase in grip strength greater than that seen in the Duchenne natural history in this age group. Specifically, a 118.6% mean improvement in maximum grip strength was observed in the dominant hand and 97.9% mean improvement in the non-dominant hand, representing an approximate doubling of grip strength from ~2 kg to ~4 kg. These improvements are inconsistent with published natural history and were correlated with higher drug concentrations on Day 15 and higher baseline creatinine (a surrogate for increased muscle mass), which we believe indicates that forazapadin (formerly SAT-3247) is having the desired impact on muscle.

 

Furthermore, participants exhibited a 5.8% mean improvement of predicted forced vital capacity; an increase that is also inconsistent with the natural history of Duchenne, under which forced vital capacity declines by approximately 5% annually among adults. All other measures remained stable over the study period. No drug-related adverse events of moderate severity or higher were observed in either study, and no dose-limiting toxicities occurred.

 

TRAILHEAD Phase 2 Clinical Study in Adults with DMD

 

The TRAILHEAD study (LT-001) is designed to assess the long-term safety, tolerability and potential efficacy of a 60 mg dose of forazapadin (formerly SAT-3247) with a weekday regimen in a 12-month, open-label study. There are two cohorts for the study, Cohort one consists of adult participants with DMD previously treated in the Phase 1b study noted above who will receive a 60 mg dose of forazapadin (formerly SAT-3247) with a weekday regimen for 11-months (12-month total drug exposure). Cohort two will consist of participants with DMD between the ages of 16 and 25 years who have previously not been exposed to forazapadin (formerly SAT-3247) who will receive a 60 mg dose of forazapadin (formerly SAT-3247) with a weekday regimen for 12-months. The TRAILHEAD study will evaluate in both cohorts safety, strength measures, MRI fat fraction, SYSNAV physical effort and PUL 2.0.

 

Early in the second quarter of 2026, Satellos submitted the TRAILHEAD protocol to the FDA and following the statutory review period, Satellos began to engage with its planned clinical sites in the U.S. to identify participants with DMD aged 16 to 25 years. The Company plans to enroll a total of up to 30 participants in this study.

 

As described above, on July 8, 2026, the Company announced six-month interim data from TRAILHEAD and the results, in four adults aged 21-28 who had previously completed the Phase 1a/b CL-101 study, showed reduced muscle fat fraction, increased total effort, stable strength, lower creatine kinase, and a safety and tolerability profile consistent with previously reported data.

 

The Company’s objective is to provide an update on the TRAILHEAD study by the end of 2026.

 

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BASECAMP Phase 2 Pediatric DMD Clinical Study

 

The BASECAMP study (CL-201) is a global, randomized, placebo-controlled Phase 2 clinical trial for three months, followed by a long-term, cross-over extension for an additional nine months (i.e., 12 months in total) – all in ambulatory boys with DMD.

 

The BASECAMP study is designed to evaluate forazapadin (formerly SAT-3247) in at least 53 ambulatory boys with DMD aged 7, 8 or 9 years. The primary objectives are to assess safety, tolerability and the effect of forazapadin on MRI-measured muscle fat fraction. Secondary endpoints will assess forazapadin's (formerly SAT-3247) impact on muscle quality, function and regeneration. The three-month placebo portion of BASECAMP is randomized 1:1:1 into one of three groups: placebo or one of a 60 mg or 120 mg dose of forazapadin (formerly SAT-3247) on a weekday regimen. In the long-term cross-over, placebo participants will be randomized 1:1 to one of two dose levels.

 

At the end of the third quarter of 2026, Satellos announced that enrollment had been completed for BASECAMP, across 17 clinical sites in the U.S., Canada, Australia, Belgium, Spain, Poland and Serbia.

 

On November 6, Satellos announced that, following feedback from FDA, it had selected change in vastus lateralis fat fraction measured by MRI as the primary efficacy endpoint in BASECAMP, replacing dynamometry.

 

The Company expects to report clinical data from the study in the first quarter of 2027.

 

Please refer to the section “Regulatory Process” in the Company’s AIF for further details on the clinical drug development process.

 

Pipeline Expansion: FSHD

 

The Company’s second application of its technology is directed towards the development of forazapadin (formerly SAT-3247) for the treatment of FSHD, one of the most common forms of muscular dystrophy, affecting an estimated 800,000 individuals worldwide. Symptoms of muscular weakening often begin in the muscles of the face, shoulders and upper arms before progressing to other parts of the body. The severity and rate of progression vary from person to person, and there are currently no approved disease-modifying therapies.

 

FSHD is caused by abnormal activation of the DUX4 gene, which damages muscle and contributes to progressive muscle weakness. As described in Figure 5 below, aberrant DUX4 expression represses PAX7 and impairs muscle stem cell activation and differentiation. Chronic inflammation, oxidative stress and necrosis further degrade muscle stem cell function. As a result, regeneration cannot keep pace with damage and muscle is progressively lost and replaced by fat and fibrosis, driving asymmetric weakness and loss of independence.

 

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Figure 5: Impaired muscle regeneration in FSHD

 

To address this problem, Satellos believes that by inhibiting AAK1, forazapadin (formerly SAT-3247) can help enhance the body’s natural repair process.

Satellos has generated preclinical data in the FLExDUX4.CRE mouse, a naturally occurring research model bearing the same genetic defect as individuals with FSHD, demonstrating increased muscle force mirroring increases observed in the Satellos preclinical DMD program with forazapadin (formerly SAT-3247), as well as an injured muscle model in healthy wild-type mice. Thus, we believe, forazapadin (formerly SAT-3247) represents a potential novel therapeutic drug for the treatment of FSHD in humans.

 

A Phase 2 study, TRAVERSE (CL-211), has been initiated following the clearance of an IND and CTA by the FDA and Health Canada, respectively. The objectives and endpoints of the study include safety, drug concentration, fluid-based biomarkers and efficacy. The company anticipates that the study will enroll approximately 50 adult participants with FSHD, with the first participant expected to be enrolled in the first quarter of 2027.

 

Follow-on Programs

 

There are more than 30 types of muscular dystrophy that affect humans. Each of these dystrophies has different causes that manifest into conditions ranging in severity from benign, small impairments to motor function, to the full loss of ambulation, or even death. Satellos has conducted proof of concept preclinical studies in relevant animal disease models showing potential for benefit by restoring the muscle regeneration process in Lama-2 Related Muscular Dystrophy (prevalence estimates between one in 50,000 and one in 400,000 births) and Collagen-VI Related Muscular Dystrophy (prevalence of severe form of the disease estimated to be one in 1,000,000 births), among others. These represent potential follow-on disease indications or programs for Satellos to consider in the future. The Company also plans to evaluate additional dystrophies as part of its ongoing research and development efforts.

 

 

 

 

 

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REVIEW OF FINANCIAL RESULTS

 

All dollar amounts below are presented in thousands of US dollars, except for per share amounts.

 

On January 27, 2026, the Company completed the Consolidation. In accordance with IFRS Accounting Standards, the weighted average number of common shares outstanding and the basic and diluted net loss per Common Share for all periods presented has been retrospectively adjusted to reflect the Consolidation.

 

The financial information reported herein was derived from the condensed consolidated interim financial statements for the three months and nine months ended September 30, 2026 and 2025.

 

Selected Financial Information

 

 

Three months ended

September 30, 2026

Three Months ended

September 30, 2025

Nine months ended

September 30, 2026

Nine months ended

September 30, 2025

  $ $ $ $
Research & development expenses 8,998 3,994 25,943 12,971
General & administrative expenses 2,679 1,972 7,942 5,841
Other income (547) (164) (1,346) (1,356)
Income tax expense 38 19 115 114
Net loss (11,168) (5,821) (32,654) (17,570)
Basic and diluted loss per Common Share (0.53) (0.39) (1.62) (1.23)

 

  September 30, 2026 December 31, 2025
Total assets 57,985 31,889

 

We have not generated any revenue in the current fiscal year to date, or any previous fiscal years.

 

For the three months ended September 30, 2026, we reported a net loss of $11,168 ($0.53 loss per Common Share), compared to a net loss of $5,821 ($0.39 loss per Common Share) for the three months ended September 30, 2025. For the nine months ended September 30, 2026, we reported a net loss of $32,654 ($1.62 loss per Common Share), compared to a net loss of $17,570 for the nine months ended September 30, 2025 ($1.23 loss per Common Share). The increase in net loss for the three- and nine-month periods ended September 30, 2026, compared with the same periods in 2025, was primarily a result of increased Research and Development (“R&D”) expenses associated with the continued advancement of clinical activities for SAT-3247 in the ongoing BASECAMP and TRAILHEAD studies, including increased patient enrollment in BASECAMP, with both studies initiated in the fourth quarter of 2025. The increase in net loss was also due to increased General and Administrative (“G&A”) expenses for the three and nine months ended September 30, 2026, compared with the prior periods, mainly due to additional professional fees and other operating expenses to support reporting requirements associated with the Nasdaq listing and advancing operations in the current period.

 

Total assets increased to $57,985 as at September 30, 2026 from $31,889 at December 31, 2025, primarily due to the increase in cash and short-term investments from the February 2026 financing proceeds in the current period, partially reduced by cash used in operating activities.

 

 

 

 

 

 15 

 

Results of Operations for the THREE AND NINE MONTHS ended SEPTEMBER 30, 2026 and 2025

 

Research and development expenses:

 

 

Three months ended

September 30, 2026

Three Months ended

September 30, 2025

Nine months ended

September 30, 2026

Nine months ended

September 30, 2025

  $ $ $ $
Salaries 1,666 909 4,621 2,430
Discovery expenses 197 168 649 498
Preclinical expenses 688 409 2,641 1,690
Chemistry, manufacturing and controls 1,105 334 3,865 858
Clinical expenses 4,779 1,759 12,924 6,442
Stock-based compensation 563 415 1,243 1,053
Total research and development expenses 8,998 3,994 25,943 12,971

 

Research and development expenses increased by $5,004 to $8,998 for the three months ended September 30, 2026, compared to $3,994 for the three months ended September 30, 2025, and by $12,972 to $25,943 for the nine months ended September 30, 2026, compared to $12,971 for the nine months ended September 30, 2025. Factors contributing to the increase in R&D expenses in the current year period were primarily the result of the following:

 

·Salaries increased by $757 for the three months ended September 30, 2026, and by $2,191 for the nine months ended September 30, 2026, compared with the respective periods in the prior year. The increase was mainly related to higher headcount in the current year to support expanded clinical activities.
·Discovery expenses increased by $151 in the current nine month period. The increase in discovery expenses during the current period reflects a milestone payment to OHRI, triggered by the dosing of the first patient in the BASECAMP Phase 2 clinical trial in the United States under the terms of the OHRI License.
·Preclinical expenses increased by $279 for the three months ended September 30, 2026, and by $951 for the nine months period ended September 30, 2026, compared with the respective periods in the prior year. The preclinical expenses increased primarily due to costs associated with developmental and reproductive toxicology studies, while comparative period costs were primarily related to toxicology studies conducted to assess safety and tolerability of SAT-3247.
·Chemistry, manufacturing and controls (“CMC”) expenses increased by $771 for the three months ended September 30, 2026, and by $3,007 for the nine months ended September 30, 2026, compared to the respective prior-year periods. The increases were primarily related to CMC activities in the current period related to the manufacture of regulatory starting materials (“RSM”) and the related process development to support the ongoing clinical trials, while comparative period costs were primarily related to process development.
·Clinical expenses increased by $3,020 for the three months ended September 30, 2026, and by $6,482 for the nine months ended September 30, 2026, compared to the respective prior-year periods. Clinical costs incurred in the current period are associated with costs of the ongoing BASECAMP and TRAILHEAD studies, both of which were initiated in the fourth quarter of 2025, with patient enrollment in the BASECAMP study completed in September 2026. Clinical costs incurred in the comparative period were associated with the completion of the Phase 1 healthy volunteer clinical study and the Phase 1b component in adult DMD patients, and initial and set up costs on the BASECAMP and TRAILHEAD studies.

 

 16 

 

·Non-cash stock-based compensation increased by approximately $148 for the three months ended September 30, 2026 and by $190 for the nine months ended September 30, 2026 compared with the respective periods in the prior year due to new grants issued in the current period and the timing of the related vesting.

 

General and administrative:

 

 

Three months ended

September 30, 2026

Three Months ended

September 30, 2025

Nine months ended

September 30, 2026

Nine months ended

September 30, 2025

  $ $ $ $
Salaries and board fees 1,017 819 2,889 2,561
Professional fees 870 584 2,146 1,238
Other operating expenses 327 106 1,169 437
Patent and intellectual property costs 147 102 449 404
Stock-based compensation 317 359 1,286 1,197
Depreciation 1 2 3 4
Total general and administrative expenses 2,679 1,972 7,942 5,841

 

General and administrative expenses increased by $707 to $2,679 for the three months ended September 30, 2026, as compared to $1,972 for the three months ended September 30, 2025, and by $2,101 for the nine months ended September 30, 2026, to $7,942, as compared to $5,841 for the nine months ended September 30, 2025. Changes to the components for G&A expenses presented in the table above were primarily the result of the following:

 

·Salaries and board fees increased by $198 for the three months ended September 30, 2026, and by $328 for the nine months ended September 30, 2026, compared with the respective periods in the prior year. The increases are primarily related to new hires to support expanded operations, partially offset by a separation payment in the prior year nine-month period.
·Professional fees increased by $286 for the three months ended September 30, 2026, and by $908 in the nine months ended September 30, 2026, compared with the prior nine-month period. The increase was primarily related to regulatory, audit, legal, and agency services fees associated with public company reporting obligations, and the Nasdaq listing completed in the first quarter of 2026.
·Other operating expenses increased by $221 for the three months ended September 30, 2026, and by $732 for the nine months ended September 30, 2026, compared with the respective periods in the prior year. The increase was primarily related to insurance costs associated with the Nasdaq listing, subscription and travel expenses, partially offset by lower recruitment fees in the current year period.

 

Other income and expenses:

 

 

Three months ended

September 30, 2026

Three Months ended

September 30, 2025

Nine months ended

September 30, 2026

Nine months ended

September 30, 2025

  $ $ $ $
Finance income 535 349 1,527 1,104
Foreign exchange gain/(losses) 12 (185) (181) 252
Total 547 164 1,346 1,356

 

Other income and expenses were a net income of $547 in the three months ended September 30, 2026 and a net income of $1,346 in the nine months ended September 30, 2026, compared to net income of $164 and $1,356 in the respective comparative periods. Changes to the components for other income and expenses presented in the table above were primarily the result of the following:

 

 17 

 

·Finance income increased by $186 in the current three-month period and by $423 in the current nine-month period as compared to the prior year periods, related to interest earned on cash and cash equivalents and short-term investments from an increased average balance.
·The foreign exchange gain of $12 in the current three-month period and foreign exchange losses of $181 in the current nine-month period, compared to foreign exchange losses of $185 and foreign exchange gain of $252 in the respective prior-year periods, was primarily driven by unrealized foreign exchange losses resulting from the depreciation of the Canadian dollar relative to the US dollar.

 

Summary of Quarterly Results

 

The table below is derived from unaudited quarterly results and was prepared by management for the eight previous quarters to September 30, 2026.

 

  Q3 2026 Q2 2026 Q1 2026 Q4 2025 Q3 2025 Q2 2025 Q1 2025 Q4 2024
  $ $ $ $ $ $ $ $
R&D expenses 8,998 9,635 7,310 5,455 3,994 4,435 4,542 3,999
G&A expenses 2,679 2,530 2,733 2,192 1,972 1,932 1,937 1,678
Other (income)/expenses (547) (491) (308) (402) (164) (791) (401) (1,221)
Income taxes 38 44 33 58 19 32 63 -
Net loss (11,168) (11,718) (9,768) (7,303) (5,821) (5,608) (6,141) (4,456)
Loss per Common Share (0.53) (0.56) (0.53) (0.47) (0.39) (0.39) (0.44) (0.44)

 

Loss per Common Share amounts presented in the summary of quarterly results have been retrospectively adjusted to reflect the Consolidation.

 

R&D expenses in the first three quarters of 2026 and the fourth quarter of 2025 were higher than in periods prior to the fourth quarter of 2025, primarily due to increased clinical activities on the BASECAMP and TRAILHEAD studies initiated in the fourth quarter of 2025. In addition, the increase in R&D expenses in the first three quarters of 2026 were also driven by increased CMC costs associated with the manufacturing of RSM and related process development activities and preclinical activities to support the ongoing clinical trials. R&D expenses decreased in the current quarter compared with the prior quarter, primarily due to lower CMC and preclinical activities, partially offset by higher clinical expenses.

 

R&D expenses in the third quarter of 2025 were lower compared with the other quarters of 2025, primarily as a result of the recognition of a R&D tax incentive credit that was applied against R&D expenditures in the third quarter of 2025. In the fourth quarter of 2024, R&D expenses reflected the clinical costs on Phase 1 clinical programs for which the first patient was dosed in the third quarter of 2024.

 

G&A expenses were higher in each quarter of 2026 compared with prior periods primarily related to increased personnel expenses and other operating expenses supporting expanded operations. In addition, professional fees associated with the Nasdaq listing also increased in the current year.

 

Beginning in the first quarter of 2025, other income and expenses primarily reflect foreign exchange gains and losses on the Company’s cash and cash equivalents held in Canadian dollars and interest income earned on investments. In the fourth quarter of 2024, other income and expenses primarily reflected foreign exchange gains and losses on the Company’s cash and cash equivalents and investments held in USD and interest income earned on short-term investments.

 

 18 

 

Liquidity and Capital Resources

 

Since inception, the Company has devoted its resources to funding R&D programs, including securing intellectual property rights and licenses, conducting discovery research, manufacturing drug supplies, conducting preclinical and clinical studies, and providing administrative support to R&D activities, which has resulted in an accumulated deficit of $114,624 as of September 30, 2026. With no current revenues, losses are expected to continue while the Company’s R&D programs are advanced.

 

On September 21, 2026, the Company entered into a funding agreement (the “Funding Agreement”) with FSHD Canada Foundation to support eligible research and development activities related to the Facioscapulohumeral Muscular Dystrophy (FSHD) program. Under the Funding Agreement, the Company may become eligible to receive aggregate milestone-based funding of up to $4,893, in addition to $107 of contributions received for R&D activities completed during the nine months ended September 30, 2025. The timing and receipt of the future funding is conditional upon the achievement of specified development milestones.

 

In consideration for the funding, the Company may be required to make future payments to the FSHD Canada Foundation based on 20% of FSHD licensing and, once cumulative FSHD net sales reach $20 million, 7.5% of FSHD net sales revenue. Aggregate payments are limited to four times the funding advanced under the Funding Agreement. Such payments are dependent upon future licensing or commercialization events. The Company has no obligation to commercialize the FSHD program and, accordingly, the timing and amount of any future payments are uncertain.

 

We currently do not earn any revenues from our product candidates and are therefore considered to be in the development stage. As required, the Company will continue to finance its operations through the sale of equity or pursue non-dilutive funding sources available to the Company in the future. The continuation of our research and development activities for our muscle regeneration platform is dependent upon our ability to successfully finance and complete our research and development programs through a combination of equity financing and revenues from strategic partners. We have no current sources of revenues from strategic partners. Management believes that the Company’s current level of cash will be sufficient to execute its current planned expenditures for the next 12 months without further financing. However, we have based this estimate on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect.

 

Beyond the next 12 months, the Company's ability to fund its operations and continue advancing its research and development programs, including BASECAMP, TRAILHEAD, and the TRAVERSE studies, will depend on its ability to raise additional capital through equity or debt financings, non-dilutive funding sources, or revenue-generating collaborations or partnerships. The Company does not currently generate revenue and expects to continue incurring losses and negative cash flows from operations for the foreseeable future as it continues to develop its product candidates. The amount and timing of the Company's future capital requirements will depend on numerous factors, including the progress, timing, costs and results of its clinical trials, the timing and outcome of regulatory submissions and approvals, and general market and economic conditions. There can be no assurance that additional financing will be available on acceptable terms, or at all, and the Company's inability to raise additional capital when needed could require it to delay, reduce, or eliminate one or more of its research and development programs.

 

Cash Management

 

At September 30, 2026, the Company had cash and cash equivalents and short-term investments of $53,014, compared with $27,710 of cash and cash equivalents and short-term investments at December 31, 2025. The increase primarily reflects cash provided by financing activities, partially reduced by cash used to fund ongoing operations, particularly clinical trial costs and supporting operating activities. The Company invests cash in excess of operational requirements in highly rated and liquid investments.

 

 19 

 

On August 14, 2026, the Company entered into a sales agreement with SVB Leerink acting as sales agent, pursuant to which the Company may, from time to time sell, through at-the-market (“ATM”) on the NASDAQ such number of common shares as would have an aggregate offering price of up to US$50.0 million (the ATM Offering). The Company plans to use the net proceeds of the ATM offering for general corporate purposes including, but not limited to working capital expenditures, research and development expenditures, and clinical trial expenditures. During the three and nine months ended September 30, 2026, no shares were issued under the ATM.

 

On February 9, 2026, the Company completed a public offering of 5,168,019 Common Shares at US$10.10 per Common Share and 495,049 pre-funded warrants to purchase Common Shares at US$10.09999 per warrant. The proceeds net of issuance costs and other fees from the public offering were $51,901.

 

Cash Flows:

 

The following table presents a summary of our cash flows for the nine months ended September 30, 2026 and 2025:

 

 

Nine months ended

September 30, 2026

Nine months ended

September 30, 2025

  $ $
Net cash provided by/(used in):    
  Operating activities (25,848) (16,335)
  Financing activities 51,322 2,094
  Investing activities (29,026) (6,860)
  Effect of foreign exchange on cash and cash equivalents (77) 332
Net decrease in cash and cash equivalents (3,629) (20,769)

 

Cash used in operating activities

 

Our uses of cash for operating activities for the nine months ended September 30, 2026 consisted of costs related to the TRAILHEAD and BASECAMP clinical studies, salaries and wages for our employees, fees paid in connection with preclinical studies, drug manufacturing costs, professional and regulatory fees.

 

Cash from financing activities

 

Cash flow from financing activities for the nine months ended September 30, 2026 consisted of net proceeds from Common Share issuances from the February 2026 Equity Offering (as described below) of $47,251, net proceeds from pre-funded warrant issuances from the February 2026 Equity Offering of $4,650, proceeds from the exercise of options of $37, and payment of deferred financing costs of $616. Our cash flow from financing activities for the nine months ended September 30, 2025, consisted of proceeds from the exercise of warrants.

 

Cash used in investing activities

 

Cash flow used in investing activities for the nine months ended September 30, 2026 consisted of net purchases of investments of $29,022 and purchase of property and equipment of $4.

 

Satellos’ main objectives in managing capital are to ensure cash resources are preserved and provide sufficient liquidity to finance research and development activities, ongoing administrative costs and general operating requirements. Since inception, Satellos has financed its operations from private sales of equity, public sales of equity, convertible debt financing, non-convertible debenture financing, government grants and investment tax credits. Since Satellos has not generated net earnings from operations, its ongoing liquidity depends on its ability to access capital markets, which depends on the success of Satellos’ ongoing research and development programs, as well as capital market conditions.

 

 20 

 

The Company manages its capital structure in an endeavour to ensure sufficient resources are available to meet day-to-day operational requirements, further develop its existing technology, and continue as a going concern. In order to maintain or adjust the capital structure, the Company may issue new shares, issue debt or sell assets. Total capital is calculated as the Company’s own equity. The Company is not subject to any externally imposed capital requirements.

 

Satellos uses cash flow forecasts to estimate cash requirements and has forecasted that our existing cash and cash equivalents and short-term investments are sufficient to operate the Company and meet our announced goals for the ensuing twelve months. However, we have based this estimate on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect.

 

Based on future requirements, Satellos plans to raise capital as required to provide the necessary financial resources for operations. The timing of financings will depend on market conditions and Satellos’ cash requirements. Satellos’ cash flow forecasts are continually updated to reflect actual cash inflows and outflows to monitor the requirements and timing for additional financial resources. Satellos will continue to pursue various funding options and opportunities; however, no assurances can be made that Satellos will be successful in raising additional investment capital, to continue as a going concern. Our ability to raise additional funds could be affected by adverse market conditions, the status of our product pipeline, and various other factors and we may be unable to raise capital when needed, or on terms favorable to us. If the necessary funds are not available, we may have to delay, reduce the scope of, or eliminate some of our development programs, potentially delaying the time to market for any of our product candidates.

 

Tariffs, Trade Policy and Geopolitical Conditions

 

The Company's operations, including its clinical trials conducted at sites in the United States, Canada, Europe, Serbia, the United Kingdom, and Australia, and its reliance on third-party manufacturers and suppliers for drug substance, drug product, and clinical trial materials, could be affected by tariffs, trade policy changes, export or import restrictions, and other geopolitical developments. Changes in trade policy, including the imposition of new or increased tariffs on pharmaceutical ingredients or other materials sourced from outside the United States, could increase the Company's costs of conducting research, development, and manufacturing activities, or could disrupt the Company's supply chain or the timing of its clinical trial activities. As of the date of this MD&A, the Company has not experienced a material impact on its operations, costs, or clinical trial timelines as a result of tariffs, trade policy changes, or geopolitical conditions. The Company continues to monitor developments in this area and will assess any resulting impact on its business, financial condition, and results of operations.

 

Equity Offering February 2026

 

On February 9, 2026, the Company completed a public offering (the “February 2026 Equity Offering”), issuing 5,168,019 Common Shares at $10.10 per Common Share and 495,049 pre-funded warrants to purchase Common Shares with no expiry date and an exercise price of $0.00001 for $10.09999 per pre-funded warrant for gross proceeds of $57,197.

 

The costs associated with the February 2026 Equity Offering were $5,296, including cash costs for commissions to the agents of approximately $4,004 and professional fees and regulatory costs of $1,292.

 

USE OF PROCEEDS

 

February 2026 Financing

 

The following table provides an update on the milestones for the Duchenne program and the anticipated use of proceeds raised as part of the February 2026 Equity Offering (as previously proposed in the final prospectus dated February 5, 2026, relating to the February 2026 Equity Offering (the “February 2026 Prospectus”)), along with the amounts actually expended.

 

 21 

 

Development Milestone

Amount to Spend

(as proposed in the February 2026 Prospectus)

Costs Allocated

to Date

Estimated

Remaining Costs

 

Complete enrollment in BASECAMP $10,000 $6,916 $3,084
File IND and initiate TRAILHEAD in the USA $5,000 - $5,000
File IND and initiate TRAVERSE study in FSHD $18,700 - $18,700
General corporate and administrative expenses $18,201 - $18,201
Total $51,901 $6,916 $44,985

 

Costs associated with the ongoing BASECAMP and TRAILHEAD studies are currently being funded from the December 2024 financing proceeds, with costs in excess of those amounts allocated to the February 2026 financing proceeds.

 

December 2024 Financing

 

The following table provides an update on the milestones for the Duchenne program and the anticipated use of proceeds raised as part of our public offering issuing 5,273,750 equity securities for gross proceeds of $40,000 (the “December Equity Offering”), as previously proposed in the final prospectus dated December 17, 2024, relating to the December Equity Offering (the “December 2024 Prospectus”), along with the amounts actually expended.

 

Development Milestone

Amount to Spend

(as proposed in the December 2024 Prospectus)

Costs Allocated

to Date

Estimated

Remaining Costs

 

BASECAMP clinical development of forazapadin (formerly SAT-3247),

including TRAILHEAD study and supporting CMC and pre-clinical activities

$28,092 $28,092 -
General corporate and administrative expenses $8,758 $7,793 $965
Total $36,850 $35,885 $965

 

Please refer to the “Achievements and Highlights for the Three and Nine months Ended September 30, 2026” section above for progress made during the period on the development milestone.

 

License Agreements

 

Ottawa Hospital Research Institute (“OHRI”)

 

Effective May 1, 2018, Satellos and OHRI entered into a license agreement whereby OHRI granted Satellos an exclusive, world-wide, sublicensable, royalty bearing right and license to a body of technology and patents comprised of five patent families to develop, make, have made, import, use, offer for sale, sell and have sold or otherwise commercialize licensed products (the “OHRI License”). At the same time the parties entered into a sponsored research agreement, during the term of which OHRI has agreed to carry out specific research and development activities according to a prescribed statement of work, as may be amended from time to time, under the direction of the Company’s co-founder, Dr. Michael A. Rudnicki (the “OHRI SRA”). Under the OHRI SRA, Dr. Rudnicki leads a dedicated R&D team who are engaged solely to execute the agreed R&D program of Satellos, under his direction and as defined in the statement of work.

 

Long-Term Obligations and Other Contractual Commitments

 

The Company enters into contracts in the normal course of business, including for research and development activities. As at September 30, 2026, in addition to amounts that have been recognized in accounts payable and accrued liabilities, the Company has commitments for research and development activities in the amount of $21,280 These commitments are generally cancellable with notice, subject to payment for services rendered to the date of termination. These commitments include agreements related to the conduct of long-term toxicology, manufacturing, clinical development, and clinical trial costs.

 

 22 

 

  Payments Due by Period
Total Less than 1 year 1 -3 years 4 – 5 years After 5 years
Purchase obligations $21,280 $16,557 $4,723 nil nil

 

The Company may be required to make annual, milestone, royalty, and other research and development funding payments to OHRI under the OHRI SRA and the OHRI License. These payments are contingent upon the achievement of specific development, regulatory and/or commercial milestones. The Company expects to fund these commitments, as they become due, from its existing cash and cash equivalents and short-term investments and, as appropriate, proceeds from future financing activities. The Company’s significant contingent milestone, royalty and other research and development commitments are as follows:

 

●Royalties on net sales of any products covered by patents licensed from OHRI (“Licensed Products”) of 1% or 2% (depending on which patents cover a particular product), during the period when the applicable patents have valid, unexpired claims, subject to certain royalty stacking provisions;

 

●The following payments to OHRI may be triggered by specified events:

 

oCA$50 - each time a Licensed Product is the subject of an approved IND in the US or equivalent in any other industrialized country (maximum one payment per new drug candidate);
oCA$150 - each time a Licensed Product first enters Phase II human clinical trials in the US or equivalent in any other industrialized country (maximum one payment per new drug candidate);
oCA$300 - each time a Licensed Product first enters Phase III human clinical trials in the US or equivalent in any other industrialized country (maximum one payment per new drug candidate); and
oCA$1,000 - each time a Licensed Product is the subject of a regulatory approval in the US (such as new drug application and biologics license application) or equivalent in any other industrialized country (maximum one payment per new drug candidate).

 

●2% of sublicensing income received by Satellos from the grant of sublicenses.

 

During the nine months ended September 30, 2026, the Company paid a milestone payment of $108 to OHRI triggered by the initiation of a Phase 2 clinical trial in the United States under the terms of the OHRI License. The Company has not accrued any amounts for these payments as of September 30, 2026, as no milestones were achieved during the three-month period.

 

The Company is party to the Funding Agreement with FSHD Canada Foundation, which provides for potential future payments based on FSHD licensing revenue and product sales. Such payments are contingent upon future licensing or commercialization events and are limited, in aggregate, to four times the funding advanced under the Funding Agreement. The Company has no obligation to commercialize the FSHD program.

 

TRANSACTIONS WITH RELATED PARTIES

 

The following related parties have engaged in transactions with the Company during the three and nine months ended September 30, 2026:

 

Franklin Berger, a member of the board of directors of the Company, purchased 24,750 Common Shares in the February 2026 Equity Offering and Bloom Burton Securities Inc., an entity that is jointly controlled by Brian Bloom, a director of the Company, received a commission of $200 related to its role as co-manager in the transaction.

 

 23 

 

Key management personnel consist of the Company’s Chief Executive Officer, Chief Scientific Officer, Chief Medical Officer, Chief Development Officer, Chief Financial Officer and the Directors of the Company. The remuneration of key management personnel is as follows:

 

 

Three months ended

September 30, 2026

Three months ended

September 30, 2025

Nine months ended

September 30, 2026

Nine months ended

September 30, 2025

  $ $ $ $
Salaries and management fees 906 663 2,838 1,951
Stock-based compensation 576 499 1,692 1,440
Total 1,482 1,162 4,530 3,391

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Satellos has not entered into any material off-balance sheet arrangements.

 

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

Satellos is exposed to various risks through its financial instruments as at September 30, 2026. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

 

Credit Risk

 

Credit risk arises from cash and cash equivalents and short-term investments held at banks and financial institutions, as well as outstanding receivables. The carrying values of these items represent the Company’s maximum exposure to credit risk. At September 30, 2026 and December 31, 2025, no expected credit losses were recognized on any outstanding receivables. During the three and nine months ended September 30, 2026, the Company invested its excess cash in interest-bearing operating accounts held at a Schedule 1 Canadian bank and in US government treasury bills and Guaranteed Investment Certificates. The Company limits its exposure to credit risk, with respect to cash and cash equivalents and short-term investments, by maintaining cash balances with large, reputable financial institutions and by investing in highly liquid instruments issued or guaranteed by governments or financial institutions. Such investments are restricted to instruments with a minimum credit rating of BB (or equivalent) at the time of investment. The Company’s cash equivalents and short-term investments consist primarily of operating funds, deposit investments and Guaranteed Investment Certificates with commercial banks. The carrying values of cash and cash equivalents, short-term investments, and receivables represent the Company’s maximum exposure to credit risk.

 

The Company does not currently use derivative financial instruments or other hedging arrangements to manage its foreign currency risk. The Company manages its foreign currency exposure through its cash management practices, including maintaining cash and short-term investments in currencies in which it expects to incur expenditures.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet cash flow requirements associated with financial instruments. The Company controls liquidity risk through management of cash and cash equivalents, short-term investments, cash flows, and the availability and sourcing of financing. The Company’s ability to accomplish all of its future strategic plans is dependent on obtaining additional financing or executing other strategic options; however, there is no assurance the Company will achieve these objectives. Management monitors the Company’s liquidity position based on its existing cash and cash equivalents and short-term investments, together with expected cash requirements. As at September 30, 2026, the Company’s liabilities consist of accounts payable and accrued liabilities that have contracted maturities of less than one year.

 

 24 

 

The Funding Agreement with FSHD Canada Foundation provides for potential future payments based on FSHD licensing revenue and product sales. Aggregate payments are limited to four times the funding advanced under the Funding Agreement. As these payments are dependent upon future licensing or commercialization events, the timing and amount of any future cash outflows are uncertain. The Company has no obligation to commercialize the FSHD program.

 

Market Risk

 

a)Currency Risk

 

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The exposure to this risk changes as the exchange rate fluctuates. Foreign currency risk is limited to the portion of the Company’s business transactions denominated in currencies other than the US dollar. The Company manages foreign exchange risk by maintaining Canadian dollars in cash on hand to fund its short-term foreign currency expenditures. Balances held in foreign currencies, presented in US dollars are as follows:

 

  As at September 30, 2026
 

US

$

Australian

$

Euro

€

Canadian

$

Total

$

Cash and cash equivalents 4,124 487 - 1,564 6,175
Short-term investments 44,600 - - 2,239 46,839
Accounts payable and accrued liabilities

 

(3,076)

 

(20)

 

(2,400)

 

(2,252)

 

(7,748)

Total 45,648 467 (2,400) 1,551 45,266

 

  As at December 31, 2025
 

US

$

Australian

$

Euro

€

Canadian

$

Total

$

Cash and cash equivalents 5,105 498 - 4,201 9,804
Short-term investments 14,550 - - 3,356 17,906
Accounts payable and accrued liabilities (1,759) (4) (921) (1,421) (4,105)
Total 17,896 494 (921) 6,136 23,605

 

Assuming all other variables remain constant, a 10% depreciation or appreciation of the US dollar against the Canadian dollar, Australian dollar, and Euro would result in an increase or decrease in loss and comprehensive loss for the nine months ended September 30, 2026, of $38 (December 31, 2025 - $571).

 

b)Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds its cash and cash equivalents and short-term investments in banks and financial institutions and manages its interest rate risk by holding cash in high yield savings accounts or highly liquid short-term investments.

 

c)Fair Value

 

Financial assets and liabilities for which fair value is measured or disclosed in the condensed consolidated interim financial statements, are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.

 

·Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

 

 25 

 

·Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

 

·Level 3 – Inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs)

 

At September 30, 2026, the Company’s financial instruments, all subsequently measured at amortized cost, included cash and cash equivalents, short-term investments, and accounts payable and accrued liabilities.

 

Due to the short-term maturities of cash and cash equivalents, short-term investments and accounts payable and accrued liabilities, the carrying amounts approximate fair value at the respective consolidated statement of financial position date.

 

CRITICAL ACCOUNTING ESTIMATES

 

The preparation of our consolidated financial statements in accordance with IFRS Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The reported amounts and note disclosures reflect management’s best estimate of the most probable set of economic conditions and planned course of actions. Actual results may differ from these estimates. In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in applying our accounting policies and key sources of estimation uncertainty are disclosed in the consolidated financial statements for the years ended December 31, 2025, except for estimates and judgements related to the FSHD Canada Funding Agreement. These include the determination of the fair value of the financial liability associated with the contingent future payment obligation, which requires estimates regarding the expected timing and amount of future payments, including assumptions related to the expected commercialization timeline, projected sales, probability of technical and regulatory success, and the discount rate.

 

DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Company has implemented a system of internal controls that it believes adequately protects the assets of the Company and is appropriate for the nature of its business and the size of its operations. The internal control system was designed to provide reasonable assurance that all transactions are accurately recorded, that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards and that our assets are safeguarded.

 

Internal control over financial reporting (“ICFR”) means a process designed by or under the supervision of the Chief Executive Officer and the Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. The internal controls are not expected to prevent and detect all misstatements due to error or fraud.

 

These internal controls include disclosure controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated as appropriate to allow timely decisions regarding required disclosure.

 

The Company implemented a new Enterprise Resource Planning (“ERP”) system during the nine months ended September 30, 2026 to enhance the efficiency and effectiveness of key business processes. During the nine months ended September 30, 2026, management continued its assessment of the ERP implementation and updated certain internal controls to align with the new system environment. Based on this evaluation, management concluded that the implementation of the ERP system did not materially affect the Company’s ICFR during the nine months ended September 30, 2026. There were no other changes to our ICFR that occurred during the nine months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

 

 26 

 

OUTSTANDING SHARE DATA

 

As of the date of this MD&A, the Company had the following issued and outstanding securities:

 

Security Number
Common Shares 21,216,439
Pre-Funded Warrants 3,072,564
Stock Options 2,852,088

 

RISKS AND UNCERTAINTIES

 

We are a development stage biopharmaceutical company that operates in an industry that is dependent on a number of factors that include the capacity to raise additional capital on reasonable terms, obtain positive results of clinical trials, obtain positive results of clinical trials without serious adverse or inappropriate side effects, and obtain market acceptance of our product candidates. An investment in our Common Shares is subject to a number of risks and uncertainties. An investor should carefully consider the risks described in our AIF, as well as our other public filings with the securities regulators before investing in our Common Shares. If any of such described risks occur, or if others occur, our business, operating results and financial condition could be seriously harmed, and investors may lose a significant proportion of their investment. There are important risks which management believes could impact our business. For information on risks and uncertainties, please refer to the “Risk Factors” section of the Base Shelf Prospectus and our most recent AIF filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov/edgar.

 

ADDITIONAL INFORMATION

 

Additional information related to Satellos, including the AIF, the Base Shelf Prospectus and the Registration Statement, is available by accessing the Company’s SEDAR+ profile at www.sedarplus.com and EDGAR profile at www.sec.gov/edgar.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27

 

EXHIBIT 99.3

Satellos Reports Third Quarter 2026 Financial Results and Highlights Company Progress

  • BASECAMP Phase 2 topline data expected in Q1 2027 
  • MRI-measured muscle fat fraction selected as the primary efficacy endpoint for BASECAMP
  • Forazapadin cleared to begin clinical evaluation for FSHD in the U.S. and Canada; enrollment in Phase 2 TRAVERSE study expected to begin in Q1 2027
  • Strong financial position with $53.0 million in cash, cash equivalents and short-term investments as of Sept. 30, 2026, expected to provide cash runway through 2027

TORONTO, Nov. 12, 2026 (GLOBE NEWSWIRE) -- Satellos Bioscience Inc. (NASDAQ: MSLE, TSX: MSCL), a clinical-stage company developing potentially life-improving medicines to treat degenerative muscle diseases, today announced financial results for the third quarter ended September 30, 2026. The company also provided an update on the clinical development of forazapadin, Satellos’ oral small molecule drug candidate designed to restore muscle regeneration in people living with Duchenne muscular dystrophy (DMD), facioscapulohumeral muscular dystrophy (FSHD) and potentially other muscle diseases.

“Our progress in the second half of 2026 reflects continued execution across our programs and brings us closer to important clinical and regulatory milestones,” said Frank Gleeson, Satellos co-founder and chief executive officer. “We are highly encouraged by our interactions with the FDA regarding the potential for an accelerated approval pathway of forazapadin in DMD and look forward to reporting topline data from BASECAMP, which we expect in the first quarter of next year. In parallel, we recently initiated start-up activities for our TRAVERSE study of forazapadin in FSHD and expect enrollment to begin in the first quarter of next year. We are also exploring opportunities to further extend our regenerative approach to other conditions where enhanced muscle regeneration could provide meaningful benefit.”

Data from BASECAMP Phase 2 pediatric study expected in Q1 2027
Enrollment has been completed for BASECAMP, a Phase 2 clinical trial evaluating forazapadin in 53 ambulatory boys with DMD aged 7, 8 or 9 years. Following interactions with the U.S. Food and Drug Administration (FDA), Satellos submitted an amended BASECAMP protocol selecting change in MRI-measured vastus lateralis fat fraction as the primary efficacy endpoint. Safety and tolerability remain primary objectives, with dynamometry and other clinical measures, including physical activity, function and biomarkers, being evaluated as secondary endpoints. Satellos believes that MRI fat fraction, together with clinical endpoints, may support a potential accelerated approval pathway for forazapadin, subject to supportive clinical data and further alignment with the FDA. Topline data from BASECAMP’s 12-week placebo-controlled period are expected in the first quarter of 2027.

Data from TRAILHEAD Phase 2 study in adults expected by the end of 2026
TRAILHEAD is a 12-month, open-label Phase 2 clinical trial designed to assess long-term safety, tolerability, efficacy and sustained functional benefit of forazapadin in adults with DMD. The company intends to report 12-month data by the end of 2026 on the four participants who transitioned from the Phase 1b study into TRAILHEAD.

Satellos to evaluate forazapadin in adults with FSHD
An Investigational New Drug Application (IND) and Clinical Trial Application (CTA) have been cleared by the U.S. FDA and Health Canada, respectively, allowing Satellos to begin clinical evaluation of forazapadin in adults with FSHD. The company has initiated start-up activities for its Phase 2 trial, known as “TRAVERSE” (NCT07872306), and expects to begin enrolling participants in the first quarter of 2027.

Additional third quarter business updates

  • Satellos’ lead drug candidate, SAT-3247, was assigned “forazapadin,” as the International Nonproprietary Name, supporting its future development.
  • Satellos was granted a composition of matter patent for forazapadin and adaptor-associated kinase 1 (AAK1) inhibitors by the U.S. Patent and Trademark Office, with an expiration date of Sept. 6, 2044.
  • The company established a scientific advisory board of internationally recognized leaders in stem cell biology, regenerative medicine, neuroscience and small molecule chemistry who will help guide the company's long-term scientific exploration of regeneration, aging and neurodegenerative biology.

Third quarter 2026 financial results

  • Cash Position: Satellos had cash, cash equivalents and short-term investments of $53.0 million as of Sept. 30, 2026, compared with $27.7 million on December 31, 2025. The increase primarily reflects proceeds from an equity offering completed in February 2026, partially offset by cash used to fund ongoing operations.
  • R&D Expenses: Research and Development expenses increased to $9.0 million for the quarter ended Sept. 30, 2026, compared to $4.0 million for the quarter ended Sept. 30, 2025. The increase was primarily due to costs associated with the TRAILHEAD and BASECAMP clinical studies, as well as chemistry and manufacturing control (CMC) costs related to drug production and process performance qualification (PPQ) activities to support the clinical studies and begin commercial GMP preparations for a potential future NDA filing.
  • G&A Expenses: General and Administrative expenses increased to $2.7 million for the quarter ended Sept. 30, 2026, as compared to $2.0 million for the quarter ended Sept. 30, 2025, primarily due to increased headcount and professional fees associated with public company reporting obligations.
  • Net Loss: For the quarter ended Sept. 30, 2026, the company reported a net loss of $11.2 million ($0.53 loss per share), compared to a net loss of $5.8 million ($0.39 loss per share) for the quarter ended Sept. 30, 2025.

Satellos' financial statements for the quarter ended Sept. 30, 2026, and the related management's discussion and analysis (MD&A) are available on the Company website (satellos.com), EDGAR (sec.gov), and SEDAR+ (sedarplus.ca).

ABOUT FORAZAPADIN
Forazapadin is a proprietary, oral small molecule drug candidate being developed by Satellos as a novel approach to regenerating skeletal muscle lost in degenerative muscle diseases or injury conditions. Forazapadin targets AAK1, a key protein identified by Satellos as a potential target for restoring the body’s natural muscle repair and regeneration biology, a fundamental process that is disrupted in DMD, FSHD and other degenerative conditions. By inhibiting AAK1, forazapadin treatment aims to re-establish a biochemical signal believed to be involved in supporting muscle regeneration. Satellos is advancing forazapadin as a potential treatment for DMD that is independent of dystrophin and applicable regardless of exon mutation status as either a stand-alone or adjunctive therapy. The company is also evaluating forazapadin as a genetic-mutation independent approach to FSHD.

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 forazapadin, an orally administered small molecule AAK1 inhibitor designed to address deficits in muscle repair and regeneration. Forazapadin is being evaluated as a potential disease-modifying treatment for DMD in two Phase 2 clinical trials, BASECAMP in pediatric participants with DMD and TRAILHEAD in adults living with DMD. The company is also evaluating forazapadin in TRAVERSE, a Phase 2 clinical study in adults with FSHD. The company has identified additional muscle diseases and injury conditions where restoring muscle repair and regeneration may have therapeutic benefit and plans to pursue these opportunities in future clinical development. For more information, visit www.satellos.com and connect with Satellos on X, LinkedIn, Facebook and Instagram.

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 therapeutic potential of forazapadin, including its potential to represent a disease-modifying approach to the therapeutic treatment of people living with DMD and as a dystrophin-independent treatment for DMD enrollment in, advancement and timing of results of forazapadin through clinical trials, including the BASECAMP, TRAILHEAD and TRAVERSE clinical trials; the potential for an accelerated approval pathway of forazapadin in DMD and the potential use of MRI-measured muscle fat fraction in support thereof; the potential of Satellos’ approach in other degenerative muscle diseases and Satellos’ plans to pursue additional muscle diseases and injury conditions in future clinical development; forazapadin's prospective impact on DMD and FSHD patients, patients with other degenerative muscle disease or muscle injury or trauma, and on muscle regeneration generally the anticipated timing for BASECAMP and TRAILHEAD Phase 2 data; and its expectations regarding the sufficiency of its cash, cash equivalents and short-term investments to fund operations through 2027. All statements that are, or information which is, not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, occurrences or developments, are “forward-looking information or statements.” Often, but not always, forward-looking information or statements can be identified by the use of words such as “shall”, “intends”, “believe”, “plan”, “expect”, “intend”, “estimate”, “anticipate”, “potential”, “prospective”, “assert” or any variations (including negative or plural variations) of such words and phrases, or state that certain actions, events or results “may”, “might”, “can”, “could”, “would” or “will” be taken, occur, lead to, result in, or, be achieved. Such statements are based on the current expectations and views of future events of the management of Satellos. These statements are based on assumptions and subject to risks and uncertainties. In making forward looking statements, Satellos has relied on various assumptions, including but not limited to: its ability to obtain future funding on favorable terms, if at all; its ability to obtain positive results in its clinical trials; its ability to obtain necessary regulatory approvals; its ability to arrange for the manufacturing of its product candidates and technologies; its clinical trials proceeding in accordance with anticipated timelines; and general business, market and economic conditions. Although management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Satellos, including, without limitation, risks relating to the pharmaceutical and bioscience industry (including the risks associated with preclinical and clinical trials and regulatory approvals), the research and development of therapeutics, the results of preclinical and clinical trials, general market conditions and equity markets, economic factors and management's ability to manage and to operate the business of Satellos generally, including inflation and the costs of operating a biopharma business, and those risks and uncertainties described in more detail in the “Risk Factors” section of Satellos' Annual Information Form dated March 27, 2026, and amended and restated short form base shelf prospectus dated August 11, 2026 (each of which is located on Satellos' SEDAR+ profile) and incorporated by reference in Satellos’ Form F-10 filed with the Securities and Exchange Commission on August 11, 2026, and in Satellos' public filings on EDGAR (sec.gov) and SEDAR+ (sedarplus.ca). Although Satellos has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Satellos does not undertake any obligation to publicly update or revise any forward-looking statement, whether resulting from new information, future events, or otherwise.

CONTACTS
Investors: Caitlin Lowie, Vice President, Investor Relations & Communications, ir@satellos.com
Media: Emily Williams, Senior Director, Communications, media@satellos.com


SATELLOS BIOSCIENCE INC.
Condensed Consolidated Interim Statements of Financial Position
(Expressed in thousands of US Dollars)
(Unaudited)
     
As at, NotesSeptember 30, 2026 December 31, 2025
  $
 $
ASSETS    
Current    
Cash and cash equivalents36,175  9,804 
Short-term investments446,839  17,906 
Sales tax, interest and other receivables 923  370 
Prepaid expenses, deposits and other current assets54,042  3,804 
Total current assets 57,979  31,884 
     
Property and equipment 6  5 
     
TOTAL ASSETS 57,985  31,889 
     
LIABILITIES
    
Accounts payable and accrued liabilities67,748  4,105 
Deferred contribution liability7614  - 
Total current liabilities 8,362  4,105 
     
     
Total Liabilities 8,362  4,105 
     
SHAREHOLDERS’ EQUITY
    
Common Shares8135,443  85,828 
Pre-Funded Warrants817,834  15,480 
Contributed surplus 12,664  10,166 
Accumulated deficit (114,624) (81,970)
Accumulated other comprehensive loss (1,694) (1,720)
Total shareholders’ equity 49,623  27,784 
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 57,985  31,889 


SATELLOS BIOSCIENCE INC.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
(Expressed in thousands of US Dollars, except for per share amounts)
(Unaudited)
     
  Three months ended
September 30,
 Nine months ended
September 30, 
 Notes2026
$

 2025
$

 2026
$

 2025
$

             
Research and development (“R&D”)7,118,998  3,994  25,943  12,971 
General and administrative (“G&A”)112,679  1,972  7,942  5,841 
             
             
TOTAL R&D AND G&A EXPENSES (11,677) (5,966) (33,885) (18,812)
             
OTHER INCOME AND EXPENSES            
Finance income 535  349  1,527  1,104 
Foreign exchange gain/(loss) 12  (185) (181) 252 
             
NET LOSS BEFORE INCOME TAXES (11,130) (5,802) (32,539) (17,456)
             
Income taxes (38) (19) (115) (114)
             
NET LOSS FOR THE PERIOD (11,168) (5,821) (32,654) (17,570)
             
OTHER COMPREHENSIVE LOSS            
Items that may be reclassified to net loss
            
Foreign currency translation adjustments
 3  -  26  62 
             
             
TOTAL COMPREHENSIVE LOSS (11,165) (5,821) (32,628) (17,508)
             
             
Basic and diluted loss per Common Share
8$(0.53) $(0.39) $(1.62) $(1.23)
Basic and diluted loss per Pre-Funded Warrant
8$0.00  $0.00  $0.00  $0.00 
Weighted average number of Common Shares
821,183,573  14,818,699  20,161,575  14,305,774 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Exhibit 99.4

 

SATELLOS BIOSCIENCE INC.

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Frank Gleeson, Chief Executive Officer of Satellos Bioscience Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Satellos Bioscience Inc. (the “issuer”) for the interim period ended September 30, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2N/A

 

 

 

5.3N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 2026

 

 

/s/ Frank Gleeson                               

Frank Gleeson

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.5

 

SATELLOS BIOSCIENCE INC.

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Elizabeth Williams, Chief Financial Officer of Satellos Bioscience Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Satellos Bioscience Inc. (the “issuer”) for the interim period ended September 30, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

 

5.2N/A

 

 

 

5.3N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 12, 2026

 

 

/s/ Elizabeth Williams                        

Elizabeth Williams

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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