Satellos Announces Pricing of US$40M Overnight Marketed Public Offering

Rhea-AI Summary

Satellos Bioscience (MSCLF) has announced the pricing of its overnight marketed public offering, aiming to raise up to US$40 million. The offering includes up to 63,285,000 securities at $0.90 per security, consisting of common shares or pre-funded warrants. The warrants can be exercised at a nominal price with no expiration date.

The offering is being conducted through a syndicate led by Bloom Burton Securities, including Canaccord Genuity, Haywood Securities, and Leede Financial. Expected to close around December 20, 2024, the proceeds will fund Phase 2 clinical development of SAT-3247, working capital needs, and general corporate purposes.

Positive

• Substantial capital raise of up to US$40 million to fund operations
• Proceeds will advance Phase 2 clinical development of SAT-3247
• Pre-funded warrants offer flexibility with no expiration date

Negative

• Potential significant dilution for existing shareholders due to 63,285,000 new securities
• Offering price of $0.90 per security may impact stock valuation

BASE SHELF PROSPECTUS IS ACCESSIBLE, AND PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS ON SEDAR+

TORONTO--(BUSINESS WIRE)-- Satellos Bioscience Inc. (TSX: MSCL, OTCQB: MSCLF) (“Satellos” or the “Company”), a public biotech company developing new small molecule therapeutic approaches to improve the treatment of muscle diseases and disorders, is pleased to announce the pricing and terms of its previously announced overnight marketed public offering of common shares of the Company (“Common Shares”) or pre-funded common share purchase warrants (“Pre-Funded Warrants” and, together with the Common Shares, the “Securities”) of the Company in lieu of Common Shares (the “Offering”).

The Offering is being conducted on a commercially reasonable “best efforts” agency basis for the issuance of up to 63,285,000 Securities at a price of $0.90 per Security, for gross proceeds of up to $56,956,500 (US$40,000,351). Each Pre-Funded Warrant issued in lieu of a Common Share at the election of any purchaser entitles the holder thereof to acquire one Common Share at a nominal exercise price. The Pre-Funded Warrants do not expire.

The Offering is being completed pursuant to the terms and conditions of an agency agreement between the Company and Bloom Burton Securities Inc. (the “Lead Agent”), as lead agent and a syndicate of agents including Canaccord Genuity Corp., Haywood Securities Inc. and Leede Financial Inc. (collectively, together with the Lead Agent, the “Agents”).

The Company will file today a final prospectus supplement (the “Prospectus Supplement”) to its short form base shelf prospectus dated April 7, 2024 (the “Base Shelf Prospectus”) with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario, setting out the terms of the Offering.

The Offering is expected to close on or about December 20, 2024, or such other date as may be mutually agreed to by the Company and the Agents (the “Closing Date”). The Offering is subject to the satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals, including approval of the Toronto Stock Exchange (“TSX”).

The Company intends to use the net proceeds from the Offering to advance its Phase 2 clinical development of SAT-3247, as well as working capital needs and other general corporate purposes, as set out in the Prospectus Supplement.

In addition, the Securities are anticipated to be offered by way of private placement in certain jurisdictions outside of Canada pursuant to and in compliance with applicable securities laws.

This press release is not an offer to sell or the solicitation of an offer to buy the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. Persons” (as such terms are defined in Regulation S under the U.S. Securities Act), except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account or benefit of, persons in the United States or U.S. Persons.

Access to the Base Shelf Prospectus, the Prospectus Supplement, and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days of the date hereof), accessible on SEDAR+ at www.sedarplus.ca. Alternatively, an electronic or paper copy of the Base Shelf Prospectus, the Prospectus Supplement (when filed), and any amendment to the documents may be obtained without charge, from the Lead Agent by email at ECM@bloomburton.com, by telephone at 416-640-7585 or by providing the contact with an email address or address, as applicable. The Base Shelf Prospectus and Prospectus Supplement contain important, detailed information about the Company and the Offering. Prospective investors should read the Base Shelf Prospectus and Prospectus Supplement (when filed) before making an investment decision.

About Satellos Bioscience Inc.

Satellos is a clinical-stage drug development company dedicated to developing life-improving medicines to treat degenerative muscle diseases. Satellos has invented SAT-3247 as a first-of-its-kind, orally administered small molecule drug designed to restore skeletal muscle regeneration initially in Duchenne muscular dystrophy (DMD). Satellos has generated a significant body of preclinical evidence in DMD to support its discovery that correcting muscle stem cell polarity with SAT-3247 has the potential to restore skeletal muscle regeneration to repair and strengthen muscle that has been damaged. The Company’s lead drug candidate, SAT-3247, is currently in clinical development as a potential disease-modifying treatment for DMD. Additionally, Satellos is leveraging its breakthrough research and proprietary discovery platform MyoReGenX™, to identify degenerative muscle diseases where deficits in muscle regeneration occur that are amenable to therapeutic intervention for future clinical development. For more information, visit www.satellos.com.

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 with respect to the anticipated terms and jurisdictions of the Offering; securities offered thereunder; the timing of the Offering, including the anticipated Closing Date; use of proceeds from the Offering; fees anticipated to be paid to the Agents and terms thereof; regulatory and exchange approvals, including the listing of the Common Shares offered pursuant to the Offering on the TSX; general benefits of modulating stem cell polarity; its prospective impact on Duchenne patients and muscle regeneration generally; and Satellos’ technologies and drug development plans. 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, 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”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate” “anticipate” or any variations (including negative 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 the Company. They are based on assumptions and subject to risks and uncertainties. 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 press release, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including, without limitation, those listed in the “Risk Factors” section of the Prospectus Supplement and the Annual Information Form dated March 26, 2024 (both of which are on the Company’s profile at www.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 as a result of new information, future events, or otherwise.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICE.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241217299579/en/

Investors: Liz Williams, CFO, ir@satellos.com

Media: Jessica Yingling, Ph.D., jessica@litldog.com, +1.858.344.8091

Clinical Trial Info: medicalinfo@satellos.com

Source: Satellos Bioscience Inc.

FAQ

What is the size and price of Satellos Bioscience's (MSCLF) December 2024 public offering?

Satellos Bioscience is offering up to 63,285,000 securities at $0.90 per security, aiming to raise US$40 million in gross proceeds.

How will MSCLF use the proceeds from its US$40M public offering?

The proceeds will be used to advance Phase 2 clinical development of SAT-3247, working capital needs, and general corporate purposes.

When is the expected closing date for MSCLF's US$40M public offering?

The offering is expected to close on or about December 20, 2024, subject to customary closing conditions and regulatory approvals.

What types of securities are included in MSCLF's December 2024 offering?

The offering includes common shares and pre-funded common share purchase warrants that can be exercised at a nominal price with no expiration date.

Who are the underwriters for MSCLF's US$40M public offering?

The offering is led by Bloom Burton Securities, with a syndicate including Canaccord Genuity Corp., Haywood Securities Inc., and Leede Financial Inc.