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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 22, 2026
Definium Therapeutics, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| British Columbia, Canada |
|
001-40360 |
|
98-1582438 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
One World Trade Center,
Suite 8500
New York, New York |
|
10007 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 220-6633
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Shares |
|
DFTX |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 23, 2026, Definium Therapeutics, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities
LLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., as representatives of the several underwriters named therein (the
“Underwriters”), in connection with an underwritten public offering (the “Offering”) of 20,588,236 common shares
(the “Shares”) of the Company, without par value (“Common Shares”). The public offering price for the Shares is
$34.00 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable
for 30 days, to purchase up to an additional 3,088,235 Common Shares at the same price, which was exercised by the Underwriters in full
on June 24, 2026. No distribution under the Offering may occur in Canada or to a person resident in Canada except pursuant to a Canadian
prospectus or prospectus exemption. The Offering is expected to close on June 25, 2026.
The gross proceeds to the Company from the Offering,
including the full exercise by the Underwriters of their option to purchase additional Common Shares, are expected to be approximately
$805 million. The net proceeds to the Company from the Offering, including the full exercise by the Underwriters of their option to purchase
additional Common Shares, are expected to be approximately $758 million, after deducting underwriting discounts and commissions and other
estimated offering expenses payable by the Company.
The Company intends to use the net proceeds from
the Offering for the research and development of its product candidates, preparation activities for potential commercialization of DT120
ODT, if approved, and working capital and general corporate purposes.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and agreements contained in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed
upon by the contracting parties.
The Offering was made pursuant to the Company’s
shelf registration statement on Form S-3 (File No. 333-280548), which was filed with the Securities and Exchange Commission on June 28,
2024 and automatically became effective upon filing, and a related base prospectus, as supplemented by a prospectus supplement.
In connection with the Underwriting Agreement,
the Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Shares without first
obtaining the written consent of J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., subject to
certain exceptions, for 60 days after the date of the Underwriting Agreement.
The foregoing summary of the terms of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached
hereto as Exhibit 1.1, and which is incorporated herein by reference. Osler, Hoskin & Harcourt LLP, Canadian counsel to the Company,
delivered an opinion as to the legality of the issuance and sale of Common Shares in the Offering, a copy of which is attached hereto
as Exhibit 5.1 and is incorporated herein by reference.
The Company issued press releases announcing the
launch and pricing of the Offering on June 22, 2026 and June 23, 2026, respectively. Copies of these press releases are attached hereto
as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement among Definium Therapeutics, Inc. and J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., as representatives of the underwriters named therein, dated June 23, 2026. |
| |
|
|
| 5.1 |
|
Opinion of Osler, Hoskin & Harcourt LLP. |
| |
|
|
| 23.1 |
|
Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release, dated June 22, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated June 23, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
DEFINIUM THERAPEUTICS, INC. |
| |
|
|
| Date: June 24, 2026 |
By: |
/s/ Robert Barrow |
| |
Name: |
Robert Barrow |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Definium Therapeutics, Inc. Announces
Proposed Public Offering
NEW YORK, June 22, 2026 – Definium
Therapeutics, Inc. (Nasdaq: DFTX) (the “Company” or “Definium”), a late-stage clinical biopharmaceutical
company developing a new generation of therapeutics intended to address underlying causes of psychiatric and neurological disorders,
today announced that it intends to offer and sell, subject to market conditions, $500 million of its common shares and, to certain investors,
pre-funded warrants to purchase common shares in an underwritten public offering. In addition, Definium intends to grant the underwriters
an option for a period of 30 days to purchase up to $75 million of its common shares at the public offering price, less underwriting
discounts and commissions. All of the common shares and pre-funded warrants are being offered by Definium.
Definium intends to use the net proceeds from
this offering for the research and development of its product candidates, preparation activities for potential commercialization of DT120
ODT, if approved, and working capital and general corporate purposes.
J.P. Morgan, Jefferies,
Leerink Partners, and BofA Securities are acting as the joint lead bookrunners for the offering, with Evercore ISI and Stifel also acting
as bookrunners for the offering. Oppenheimer & Co. and LifeSci Capital are acting as co-lead managers for the offering.
The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as
to the actual size or terms of the offering. No distribution under the offering shall occur in Canada or to a person resident in Canada.
The securities
in the offering are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-280548)
that was filed with the Securities and Exchange Commission (“SEC”) on June 28, 2024 and became effective upon filing.
The securities will be offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form a part
of the shelf registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the
terms of the offering will be filed with the SEC and SEDAR+ and will be available on the SEC’s website at www.sec.gov and on SEDAR+’s
website at www.sedarplus.ca. Copies of the preliminary prospectus supplement, when available, and the accompanying prospectus relating
to the offering may be obtained, when available, by contacting the following: J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com
and postsalemanualrequests@broadridge.com; Jefferies LLC by mail at Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue,
New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; Leerink Partners LLC, Attention:
Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525 ext. 6105 or by email
at syndicate@leerink.com; BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, NC 28255-0001
or by email at dg.prospectus_requests@bofa.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor,
New York, NY 10055, by telephone at (888) 474-0200 or by email at ecm.prospectus@evercore.com; Stifel, Nicolaus & Company, Incorporated,
Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by emailing
syndprospectus@stifel.com; Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor,
New York, NY 10004, or by telephone at (212) 667-8055 or by email at EquityProspectus@opco.com and LifeSci Capital LLC, Attention: LifeSci
Capital LLC at 1700 Broadway, 40th Floor, New York, New York 10019, or by email at compliance@lifescicapital.com. The final terms of
the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Definium
The mission of Definium Therapeutics is to forge
a new era of psychiatry by applying scientific rigor to psychedelics, with the goal of developing accessible treatments that unlock healing
at scale. Guided by a recognition that patients deserve more than better, Definium is relentlessly advancing a new generation of therapeutics
intended to address underlying causes of psychiatric and neurological disorders. By turning evidence into impact, Definium aims to change
the trajectory of today’s mental health care crisis and enable a healthier future. Headquartered in New York, Definium Therapeutics
trades on Nasdaq under the symbol “DFTX.”
Forward-Looking Statements
Certain statements in this press release related
to the Company constitute “forward-looking information” within the meaning of applicable securities laws and are prospective
in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future
events and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words
such as “will,” “may,” “should,” “could,” “intend,” “estimate,”
“plan,” “anticipate,” “expect,” “believe,” “potential” or “continue,”
or the negative thereof or similar variations. Forward-looking information in this press release includes, but is not limited to, the
uncertainties related to market conditions, the intended use of proceeds, the filing of the preliminary prospectus supplement and the
accompanying prospectus relating to the offering and the completion of the offering on the anticipated terms or at all. There can be
no assurance that this offering will close and the Company will receive the net proceeds therefrom. There are numerous risks and uncertainties
that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking
information, including market conditions and satisfaction of the customary closing conditions for the offering. These forward-looking
statements are based on the Company’s current expectations, estimates, forecasts and projections about the offering, the Company’s
business and the industry in which it operates and management’s beliefs and assumptions, including the satisfaction of all customary
closing conditions and the non-occurrence of the risks and uncertainties that are described in its filings made with the SEC and the
applicable Canadian securities regulators or other events occurring outside of its normal course of business, and are not guarantees
of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond
its control. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained
in this release as a result of new information, future events, changes in expectations or otherwise.
Investors:
Gitanjali Jain
VP, Head of Investor Relations
ir@definiumtx.com
Media:
media@definiumtx.com
Source:
Definium Therapeutics, Inc.
Exhibit 99.2
Definium Therapeutics, Inc.
Announces Pricing of $700 Million Upsized Public Offering
NEW YORK, June 23,
2026 – Definium Therapeutics, Inc. (Nasdaq: DFTX) (the “Company” or “Definium”), a late-stage
clinical biopharmaceutical company developing a new generation of therapeutics intended to address underlying causes of psychiatric and
neurological disorders, today announced the pricing of an underwritten public offering of 20,588,236 common shares, without par value,
at a public offering price of $34.00 per common share. The gross proceeds to Definium from the offering, before deducting underwriting
discounts, commissions, and other offering-related expenses, are expected to be approximately $700 million. In addition, Definium has
granted the underwriters an option for a period of 30 days to purchase up to an additional 3,088,235 common shares at the public offering
price, less underwriting discounts and commissions. All of the common shares are being offered by Definium.
Definium intends
to use the net proceeds from this offering for the research and development of its product candidates, preparation activities
for potential commercialization of DT120 ODT, if approved, and working capital and general corporate purposes.
J.P. Morgan, Jefferies,
Leerink Partners, and BofA Securities are acting as the joint lead bookrunners for the offering, with Evercore ISI and Stifel
also acting as bookrunners for the offering. Oppenheimer & Co. and LifeSci Capital are acting as co-lead managers for the offering.
The offering is expected to close on or about June 25, 2026, subject to the satisfaction of customary closing conditions. No distribution
under the offering shall occur in Canada or to a person resident in Canada.
The securities
in the offering are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-280548)
that was filed with the Securities and Exchange Commission (“SEC”) on June 28, 2024 and became effective upon filing.
The securities will be offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form
a part of the shelf registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing
the terms of the offering have been filed with the SEC and SEDAR+ and are available on the SEC’s website at www.sec.gov and on
SEDAR+’s website at www.sedarplus.ca. A final prospectus supplement and the accompanying prospectus relating to the offering will
be filed with the SEC and SEDAR+ and, when filed, will also be available on the SEC’s website and SEDAR+’s website. Alternatively,
copies of the final prospectus and the accompanying prospectus relating to the offering may be obtained, when available, by contacting
the following: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by
email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com;
Jefferies LLC by mail at Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877)
821-7388, or by email at prospectus_department@jefferies.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street,
40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525 ext. 6105 or by email at syndicate@leerink.com; BofA Securities,
Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, NC 28255-0001 or by email at dg.prospectus_requests@bofa.com;
Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888)
474-0200 or by email at ecm.prospectus@evercore.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One
Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by emailing syndprospectus@stifel.com;
Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone
at (212) 667-8055 or by email at EquityProspectus@opco.com and LifeSci Capital LLC, Attention: LifeSci Capital LLC at 1700 Broadway,
40th Floor, New York, New York 10019, or by email at compliance@lifescicapital.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Definium
The mission of Definium Therapeutics is to forge
a new era of psychiatry by applying scientific rigor to psychedelics, with the goal of developing accessible treatments that unlock healing
at scale. Guided by a recognition that patients deserve more than better, Definium is relentlessly advancing a new generation of therapeutics
intended to address underlying causes of psychiatric and neurological disorders. By turning evidence into impact, Definium aims to change
the trajectory of today’s mental health care crisis and enable a healthier future. Headquartered in New York, Definium Therapeutics
trades on Nasdaq under the symbol “DFTX.”
Forward-Looking Statements
Certain statements in this press release related
to the Company constitute “forward-looking information” within the meaning of applicable securities laws and are prospective
in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future
events and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words
such as “will,” “may,” “should,” “could,” “intend,” “estimate,”
“plan,” “anticipate,” “expect,” “believe,” “potential” or “continue,”
or the negative thereof or similar variations. Forward-looking information in this press release includes, but is not limited to, statements
regarding the filing of the final prospectus supplement and the accompanying prospectus relating to the offering; anticipated closing
of the offering; gross proceeds; and intended use of proceeds. There can be no assurance that this offering will close and the Company
will receive the net proceeds therefrom. There are numerous risks and uncertainties that could cause actual results and the Company’s
plans and objectives to differ materially from those expressed in the forward-looking information, including satisfaction of the customary
closing conditions for the offering. These forward-looking statements are based on the Company’s current expectations, estimates,
forecasts and projections about the offering, the Company’s business and the industry in which it operates and management’s
beliefs and assumptions, including the satisfaction of all customary closing conditions and the non-occurrence of the risks and uncertainties
that are described in its filings made with the SEC and the applicable Canadian securities regulators or other events occurring outside
of its normal course of business, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties
and other factors that are in some cases beyond its control. Except as required by law, the Company undertakes no duty or obligation
to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations
or otherwise.
Investors:
Gitanjali Jain
VP, Head of Investor Relations
ir@definiumtx.com
Media:
media@definiumtx.com
Source:
Definium Therapeutics, Inc.
