tm2623233-1_suppl - none

SUPPL 1 tm2623233-1_suppl.htm SUPPL tm2623233-1_suppl - none - 9.1129848s

Filed Pursuant to General Instruction II.L of Form F-10

Registration No. 333-298223

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement (the “Prospectus Supplement”), together with the amended and restated short form base shelf prospectus dated October 29, 2025, as amended August 11, 2026 (the “Shelf Prospectus”) to which it relates, as may be amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein or therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”.

Information has been incorporated by reference in this Prospectus Supplement, and in the accompanying Shelf Prospectus to which it relates from documents filed with securities commissions or similar authorities in the provinces of British Columbia, Alberta and Ontario. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Satellos Bioscience Inc. at 15 Allstate Parkway, Suite 600, Markham, Ontario, L3R 5B4, Telephone (647) 660-1780, and are also available electronically under the Company’s profile on the System for Electronic Data Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca and the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) at www.sec.gov.

PROSPECTUS SUPPLEMENT
TO AN AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS DATED AUGUST 11, 2026

(AMENDING AND RESTATING THE SHORT FORM BASE SHELF PROSPECTUS DATED OCTOBER 29, 2025)

New Issue August 14, 2026

Up to US$50,000,000
Common Shares

We have entered into a sales agreement dated August 14, 2026 (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”) as sales agent. In accordance with the terms of the Sales Agreement, we may offer and sell our common shares (the “Common Shares”) having an aggregate offering price of up to US$50,000,000 (the “Offered Shares”) through Leerink Partners, as sales agent, under this Prospectus Supplement (the “Offering”).

This Offering is being made exclusively in the United States under the terms of our registration statement on Form F-10 (File No. 333-298223) filed with the United States Securities and Exchange Commission (the “SEC”) which became effective on August 11, 2026. No Offered Shares will be offered or sold in Canada or on any trading markets in Canada. See “Plan of Distribution” in this Prospectus Supplement.

Our Common Shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “MSCL” and the Nasdaq Global Market (“Nasdaq”) under the symbol “MSLE”. On August 13, 2026, the closing price of the Common Shares on the TSX was C$13.85 per Common Share and on Nasdaq was US$9.82 per Common Share.

Sales of the Offered Shares, if any, under this Prospectus Supplement and the accompanying Shelf Prospectus are anticipated to be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the United States Securities Act of 1933 (the “Securities Act”), including sales made directly on Nasdaq or any other recognized marketplace upon which the Common Shares are listed or quoted or where the Common Shares are traded in the United States. No Offered Shares will be offered or sold in Canada or on any trading markets in Canada. See “Plan of Distribution” in this Prospectus Supplement. Leerink Partners is not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts to sell on our behalf all of the Offered Shares requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Leerink Partners and us. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum amount of funds that must be raised under this Offering. This means that we could complete this Offering after raising only a small proportion of the offering amount set forth above.

Leerink Partners will be entitled to compensation at a commission rate of 3.0% of the gross sales price of the Offered Shares sold under the Sales Agreement. In connection with the sale of Offered Shares on our behalf, Leerink Partners will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Leerink Partners will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Leerink Partners

	Page
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT		S-1
FORWARD-LOOKING STATEMENTS		S-2
EXCHANGE RATE INFORMATION		S-7
DOCUMENTS INCORPORATED BY REFERENCE		S-8
DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT		S-10
THE COMPANY		S-11
DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS		S-12
SUMMARY OF THE OFFERING		S-13
RISK FACTORS		S-14
CONSOLIDATED CAPITALIZATION		S-18
DESCRIPTION OF THE OFFERED SHARES		S-19
USE OF PROCEEDS		S-20
PRIOR SALES		S-20
TRADING PRICE AND VOLUME		S-22
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		S-23
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		S-27
PLAN OF DISTRIBUTION		S-29
WHERE YOU CAN FIND ADDITIONAL INFORMATION		S-31
AGENT FOR SERVICE OF PROCESS		S-32
LEGAL MATTERS AND INTEREST OF EXPERTS		S-33
AUDITORS, TRANSFER AGENT AND REGISTRAR		S-34
ENFORCEABILITY OF CIVIL LIABILITIES		S-35
CERTIFICATE OF THE COMPANY		C-1

	IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS					1
	SPECIAL NOTE REGARDING FORWARD-LOOKING AND OTHER STATEMENTS					1
	MARKET AND INDUSTRY DATA					5
	DOCUMENTS INCORPORATED BY REFERENCE					5
	DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT					7
	ADDITIONAL INFORMATION					7
	THE COMPANY					7
	Recent Developments					8
	CONSOLIDATED CAPITALIZATION					8
	EARNINGS COVERAGE RATIOS					9
	DESCRIPTION OF SECURITIES					9
	Description of Common Shares					9
	Description of Preferred Shares					9
	Description of Warrants					10
	Description of Units					11
	Description of Subscription Receipts					11
	Description of Debt Securities					12
	PRIOR SALES					13
	TRADING PRICE AND VOLUME					13
	DIVIDENDS					14
	USE OF PROCEEDS					14
	PLAN OF DISTRIBUTION					14
	CERTAIN INCOME TAX CONSIDERATIONS					15
	RISK FACTORS					16
	TRANSFER AGENT AND REGISTRAR					64
	AUDITORS					64
	EXPERTS					64
	ENFORCEABILITY OF CIVIL LIABILITIES					64
	AGENTS FOR SERVICE OF PROCESS IN CANADA					65
	PURCHASERS’ STATUTORY RIGHTS AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION					65
	CERTIFICATE OF THE COMPANY					C-1

	Year Ended December 31,									Six Months Ended June 30,
	2023			2024			2025			2026
Lowest rate during the period		US$	0.7207		US$	0.6937		US$	0.6848		US$	0.7025
Highest rate during the period		US$	0.7617		US$	0.7510		US$	0.7376		US$	0.7399
Rate at the end of the period		US$	0.7561		US$	0.6950		US$	0.7296		US$	0.7037
Average rate for the period		US$	0.7410		US$	0.7302		US$	0.7157		US$	0.7258

	Nasdaq
Month	High		Low		Volume
	(US$)		(US$)		(Shares)
2026
February(1)		12.46		10.80		231,820
March		13.23		5.63		523,975
April		8.84		5.50		304,269
May		8.57		6.69		142,373
June		8.16		5.45		236,055
July		10.65		7.32		435,629
August 1 – 13		10.42		9.56		53,749

	Name of Person			Name and Address of Agent
	Geoff MacKay Stephanie Brown Selwyn Ho Adam Mostafa Franklin M. Berger Iris Loew-Friedrich			Satellos Bioscience Inc. 15 Allstate Parkway Suite 600 Markham, Ontario L3R 5B4

	TSX
Month	High		Low		Volume
	(C$)		(C$)		(Shares)
2025
August		7.56		6.36		204,061
September		8.88		7.20		831,131
October		10.32		8.04		289,906
November		9.72		8.04		220,684
December		8.64		7.56		297,644
2026
January		16.44		8.16		1,116,451
February		17.02		14.70		623,287
March		18.98		7.94		914,151
April		12.94		7.67		341,071
May		11.72		9.25		213,321
June		11.51		7.76		445,259
July		14.99		10.17		771,497
August 1 – 13		14.47		13.24		86,730