Exhibit 99.1

SATELLOS BIOSCIENCE INC.

(FORMERLY, ICO THERAPEUTICS INC.)

SECOND AMENDED AND RESTATED STOCK OPTION

PLAN (2023)

SECTION 1

GENERAL PROVISIONS

1.1          Definitions

For the purpose of this Plan, the following terms shall have the following meanings:

1.2          Interpretation

1.3          Purpose

The purpose of this Plan is to promote the interests of the Company by (i) providing Optionholders with additional incentive, (ii) increasing the proprietary interest of Optionholders in the success of the Company, (iii) encouraging the Optionholders to continue to act as a director, officer, employee or Consultant, as the case may be, of the Company or a subsidiary of the Company and (iv) attracting new directors, officers, employees and Consultants.

1.4          Amended and Restated

This Plan amends and restates in its entirety, as of the Effective Date, the previous amended and restated option plan of the Company dated effective as of December 30, 2020 (the “Previous Plan”), last approved by the Company’s shareholders on June 16, 2022, which amended and restated the 2012 stock option plan of the Company, approved by the Company's shareholders on May 11, 2012 (the "Original Plan"). Any reference to "Plan" in the Original Plan or the Previous Plan and any document delivered in connection therewith, or pursuant thereto, will mean this Plan, as amended and restated hereby.

1.5          Administration

(b)          Subject to the limitations of this Plan, the Board shall have the authority:

1.6          Compliance with Legislation

1.7          Effective Date

1.8          No Fractional Shares

No fractional Common Shares shall be issued upon the exercise of Options and, accordingly, if an Optionholder would otherwise become entitled to a fractional Common Share upon the exercise of an Option, such Optionholder shall only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

1.9          Miscellaneous

SECTION 2
OPTIONS

2.1          Previously Granted Options

All the outstanding stock options that were previously granted by the Company pursuant to the Original Plan and the Previous Plan shall, effective as of the Effective Date, be governed by and subject to the terms of this Plan.

2.2          Grants and Eligibility

Options may be granted under this Plan to any Eligible Person. Subject to the provisions of this Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to or in variation of those set forth in Section 2.5, applicable to the exercise of an Option. The Company may grant Options under this Plan to an Eligible Person on more than one occasion. In the case of Options granted to employees or Consultants of the Company, the Company must represent in the applicable Option Certificate that such employee or Consultant is a bona fide employee or Consultant of the Company or a subsidiary of the Company.

2.3          Exercise Price

2.4          Number of Common Shares Reserved for Issuance

2.5          Expiry Date and Vesting Schedule

2.6          Termination of Options

An Option granted under this Plan will terminate on the earlier of (i) the expiry date established with respect to such Option pursuant to Section 2.5 or (ii) the date, if applicable, established by Sections 2.6(a) to 2.6(d) below:

If an Optionholder dies prior to the expiry of any Option granted to such Optionholder, the termination date for any vested portion or portions of such Options will be the date that is one year after the date of the Optionholder's death. The termination date for any unvested portion of such Options will be the date of the Optionholder's death.

If an Optionholder becomes permanently disabled prior to the expiry of any Option granted to such Optionholder and ceases to be an Eligible Person as a consequence of such disability, the termination date for any vested portion or portions of such Options will be the date that is six months after the Optionholder ceases to be an Eligible Person. The termination date for any unvested portion of such Options will be the date on which the Optionholder ceases to be an Eligible Person.

If an Optionholder ceases to be an Eligible Person prior to the expiry of any Option granted to such Optionholder for reasons other than death or permanent disability, the termination date for any vested portion of such Options will be the date that is 90 days after the date on which the Optionholder ceases to be an Eligible Person; provided, however, that:

The termination date for any unvested portion of such Options will be the date on which the Optionholder ceases to be an Eligible Person.

(d)           Black-Out Periods

Notwithstanding anything to the contrary in this Section 2.6(d), should the expiry date for an Option fall within a Blackout Period, or within nine (9) business days following the expiration of a Blackout Period, such expiry date shall be automatically extended without any further act or formality to that day which is the tenth (10th) business day after the end of the Blackout Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan.

2.7          Additional Terms

Subject to all applicable securities laws and the rules and regulations of any regulatory authority, including any organized trading facility on which the Common Shares are listed and posted for trading, having jurisdiction over the Company, the Board may attach such other terms, conditions and limitations to any Option granted under this Plan as the Board may deem appropriate at the time of grant.

2.8          Adjustments and Change of Control

the Company shall notify the Optionholder in writing of such transaction, offer or proposal as soon as practicable and: (i) the Board may permit the Optionholder to exercise the Option, as to all or any of the Common Shares in respect of which such Option has not previously been exercised (regardless of any vesting restrictions), during the period specified in the notice (but in no event later than the expiry date of the Option), so that the Optionholder may participate in such transaction, offer or proposal; and (ii) the Board may require the acceleration of the time for the exercise of the Option and of the time for the fulfilment of any conditions or restrictions on such exercise. Any proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the Exchange, if applicable.

For the purposes of this Plan an "Acceleration Event" means:

2.9          U.S. Participants

2.10        Incorporation of Terms of Stock Option Plan

Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of each Option granted under this Stock Option Plan.

2.11        Exercise of Options

2.12        Exchange Hold Period's and Resale Restrictions

If required by the policies of the Exchange, the certificate representing the Options and any certificate representing Common Shares issued upon the exercise of such Options (if exercised prior to the expiry of the Exchange Hold Period) will bear the following Exchange Hold Period legend:

"Without prior written approval of TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert date that is four months and a day after the distribution date]."

2.13        Assignment of Options

Options shall not be transferable or assignable; provided, however, that the Personal Representative of an Optionholder may exercise an Option in accordance with its terms.

SECTION 3

AMENDMENT AND TERMINATION

3.1          Amendment

3.2          Shareholder Approval

This Plan must be approved by the Company's shareholders as set forth in Section 1.7(b).

3.3          Termination

The Board may terminate this Plan at any time provided that such termination shall not alter the terms or conditions of any Option or impair any right of any Optionholder pursuant to any Option awarded prior to the date of such termination and notwithstanding such termination, the Company, such Options and such Optionholders shall continue to be governed by the provisions of this Plan.

SCHEDULE A

OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the Second Amended and Restated Stock Option Plan (2023) (the "Plan") of Satellos Bioscience Inc. (the "Company") and evidences that __________________ (the "Optionholder") is the holder of an option (the "Option") to purchase up to _______ common shares (the "Common Shares") in the capital stock of the Company at a purchase price of $______ per Common Share (the "Exercise Price"). The Award Date of this Option is __________. Subject to the provisions of this Plan, the expiry date of this Option is ___________ (the "Expiry Date"). All capitalized terms used but not defined herein shall have the meaning ascribed thereto in this Plan.

Additional Terms

The Option will vest as follows:

____% immediately upon grant, allowing the holder of the Option to purchase up to __________________ Common Shares at the Exercise Price;

____% on _______________________, allowing the holder of the Option to purchase up to __________________ additional Common Shares at the Exercise Price;

____% on _______________________, allowing the holder of the Option to purchase up to __________________ additional Common Shares at the Exercise Price; and

____% on _______________________, allowing the holder of the Option to purchase up to __________________ Common Shares at the Exercise Price.

Other than as disclosed above, this Option may be exercised at any time up to 5:00 p.m. (Vancouver time) on the Expiry Date, by delivering to the Administrator of this Plan (i) an Exercise Notice, (ii) this Certificate and (iii) a cheque or bank draft payable to "Satellos Bioscience Inc." in an amount equal to the aggregate of the Exercise Price of the Common Shares in respect of which this Option is being exercised.

[The Company hereby represents that the Optionholder is a bona fide [director/employee/consultant] of the Company.]

This Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in this Plan. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of this Plan and the records of the Company shall prevail.

SATELLOS BIOSCIENCE INC.

SCHEDULE B

EXERCISE NOTICE

To:          Administrator of the Stock Option Plan

Satellos Bioscience Inc.

200 Bay Street, Suite 2800

Toronto, Ontario

M5J 2J1

Pursuant to the an option (the "Option") to acquire common shares of Satellos Bioscience Inc. (the "Company") granted to the undersigned by the Company on _______________ pursuant to the Second Amended and Restated Stock Option Plan (2023) (the "Plan") of the Company, the undersigned hereby gives notice to the Company of the exercise by the undersigned of the option to acquire and hereby subscribes for (cross out applicable item):

(a)          all of the Common Shares which may be purchased under the Option; or

(b)          ______________ of the Common Shares which may be purchased under the Option.

Calculation of Total Exercise Price:

(i)           number of Common Shares to be acquired on exercise:________ Common Shares

(ii)          times the Exercise Price per Common Share: $

TOTAL EXERCISE PRICE, enclosed herewith: $

The undersigned tenders herewith a cheque or bank draft (circle one) in the amount of $___________ payable to Satellos Bioscience Inc. in an amount equal to the total exercise price for the Common Shares being purchased, as calculated above, and directs the Company to issue the share certificate evidencing such Common Shares in the name of the undersigned to be mailed to the undersigned at the following address:

DATED the__________day of _______________________, ________