Definium Therapeutics (NASDAQ: DFTX) OKs 5M-share equity plan boost

Rhea-AI Filing Summary

Definium Therapeutics, Inc. reported results of its 2026 Annual General and Special Meeting of Shareholders. Investors approved an amendment to the 2025 Equity Incentive Plan, adding 5,000,000 common shares available for future equity awards to employees and other eligible participants.

Shareholders also elected seven directors to serve until the 2027 annual meeting and approved the appointment of KPMG LLP as the company’s independent registered public accounting firm. A quorum was achieved, with 78,673,592 common shares present or represented, about 72% of the 109,066,783 shares entitled to vote as of April 15, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 5,000,000 common shares Shares outstanding: 109,066,783 common shares Shares present or represented: 78,673,592 common shares +4 more

7 metrics

Equity plan share increase 5,000,000 common shares Additional shares under 2025 Equity Incentive Plan

Shares outstanding 109,066,783 common shares Outstanding and entitled to vote as of April 15, 2026

Shares present or represented 78,673,592 common shares Present or represented at 2026 Annual Meeting

Quorum percentage 72% Portion of entitled shares represented at meeting

Auditor appointment votes for 78,579,054 votes For appointment of KPMG LLP

Equity Plan Amendment votes for 58,149,028 votes For approval of Equity Plan Amendment

Equity Plan Amendment votes against 4,708,102 votes Against approval of Equity Plan Amendment

Key Terms

2025 Equity Incentive Plan, Emerging growth company, Annual General and Special Meeting of Shareholders, Broker Non-Votes, +1 more

5 terms

2025 Equity Incentive Plan financial

"approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of the Company's common shares"

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual General and Special Meeting of Shareholders regulatory

"held its 2026 Annual General and Special Meeting of Shareholders (the “Annual Meeting”)"

A combined annual general and special meeting of shareholders is a formal gathering where owners of a company meet to review routine business—like approving financial statements and electing the board—and to decide on extraordinary items that require separate approval, such as major mergers, changes to corporate rules, or large asset sales. It matters to investors because it’s the primary opportunity to vote on decisions that shape the company’s strategy and governance; think of it as a town hall plus a referendum where shareholders can protect or change the direction of their investment.

Broker Non-Votes financial

"Votes For | | Votes Withheld | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the appointment of KPMG LLP as the independent registered public accounting firm (auditor) of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

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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 11, 2026

Definium Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia			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

(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 ☒

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amendment to the Definium Therapeutics, Inc. 2025 Equity Incentive Plan

As described in Item 5.07 below, on June 11, 2026, Definium Therapeutics, Inc. (the “Company”) held its 2026 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of the Company's common shares, no par value (“Common Shares”), available for issuance thereunder by 5,000,000 Common Shares (the “Equity Plan Amendment”).

The Company’s Board of Directors previously approved the Equity Plan Amendment on April 6, 2026, subject to shareholder approval at the Annual Meeting. The Equity Plan Amendment became effective at the time of shareholder approval.

A summary of the material terms of the Company’s 2025 Equity Incentive Plan and the Equity Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 27, 2026 and is incorporated by reference into this Item 5.02. Such information and the foregoing description of the Equity Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Equity Plan Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2026, the Company held its Annual Meeting. As of April 15, 2026, the record date for the Annual Meeting, 109,066,783 Common Shares were outstanding and entitled to vote at the Annual Meeting. A quorum was present at the Annual Meeting under the Company’s amended and restated articles, and there were 78,673,592 Common Shares present or represented at the Annual Meeting by valid proxies representing approximately 72% of the Common Shares entitled to vote at the Annual Meeting. The Company’s shareholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement.

Set forth below are the final voting results for the Annual Meeting as certified by the Independent Scrutineer of Elections on June 11, 2026, as well as a description of the proposals voted on at the Annual Meeting.

Proposal 1 – Election of Directors

The Company’s seven nominees, Robert Barrow, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Andreas Krebs, Carol A. Vallone, and Roger Adsett, were each elected to serve as a member of the Board until the 2027 annual general meeting of shareholders (the “2027 Annual Meeting”) or until a successor has been duly elected or appointed, by the following votes:

Company Board Nominee		Votes For		Votes Withheld		Broker Non-Votes
Robert Barrow		62,881,122		173,376		15,619,094
Dr. Suzanne Bruhn		62,503,873		550,625		15,619,094
Dr. Roger Crystal		60,056,178		2,998,320		15,619,094
David Gryska		62,760,423		294,075		15,619,094
Andreas Krebs		62,395,043		659,455		15,619,094
Carol A. Vallone		62,623,945		430,553		15,619,094
Roger Adsett		62,931,294		123,204		15,619,094

Proposal 2 – Appointment of Auditor

The shareholders approved the appointment of KPMG LLP as the independent registered public accounting firm (auditor) of the Company until the 2027 Annual Meeting by the following votes:

Votes For		Votes Withheld		Broker Non-Votes
78,579,054		94,538		-

Proposal 3 – Approval of the Equity Plan Amendment

The shareholders approved the Equity Plan Amendment by the following votes:

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
58,149,028		4,708,102		197,368		15,619,094

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Amendment No. 1 to Definium Therapeutics, Inc. 2025 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

			DEFINIUM THERAPEUTICS, INC.
Date:	June 12, 2026	By:	/s/ Robert Barrow
			Name: Robert Barrow Title: Chief Executive Officer

FAQ

What did Definium Therapeutics (DFTX) shareholders approve regarding the 2025 Equity Incentive Plan?

Shareholders approved an amendment to the 2025 Equity Incentive Plan adding 5,000,000 common shares for issuance. This increases the pool of shares available for future equity awards, supporting long-term compensation and incentive programs for directors, officers, employees, and other eligible service providers.

How many Definium Therapeutics (DFTX) shares were eligible to vote at the 2026 Annual Meeting?

A total of 109,066,783 common shares were outstanding and entitled to vote as of April 15, 2026. This figure represents the full voting base used to determine quorum and voting outcomes for director elections, auditor appointment, and the equity plan amendment proposals.

Did Definium Therapeutics (DFTX) achieve quorum at the 2026 shareholder meeting?

Yes, quorum was achieved with 78,673,592 common shares present or represented by valid proxies. This represented approximately 72% of the shares entitled to vote, allowing all proposals, including director elections and the equity plan amendment, to be validly considered and approved.

Who was elected to the Definium Therapeutics (DFTX) Board at the 2026 Annual Meeting?

Shareholders elected seven nominees: Robert Barrow, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Andreas Krebs, Carol A. Vallone, and Roger Adsett. Each will serve until the 2027 annual general meeting or until their respective successors are duly elected or appointed.

Which auditor did Definium Therapeutics (DFTX) shareholders approve for the next year?

Shareholders approved KPMG LLP as the independent registered public accounting firm until the 2027 annual meeting. The vote recorded 78,579,054 shares for and 94,538 shares withheld, with no broker non-votes, confirming continued engagement of KPMG as the company’s external auditor.

How did Definium Therapeutics (DFTX) shareholders vote on the Equity Plan Amendment?

The Equity Plan Amendment received 58,149,028 votes for, 4,708,102 votes against, and 197,368 abstentions, with 15,619,094 broker non-votes. This outcome approved increasing the number of common shares available under the 2025 Equity Incentive Plan by 5,000,000 shares.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 14.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.2 KB