Definium Therapeutics (DFTX) names Roger Adsett to expanded seven-member board

Rhea-AI Filing Summary

Definium Therapeutics, Inc. reported a change to its board of directors. On January 28, 2026, the board expanded from six to seven members and appointed Roger Adsett as a director effective January 29, 2026, with a term running until the 2026 annual general meeting, or until a successor is chosen or he departs earlier.

Adsett was not assigned to any board committees at this time. Under the company’s non-employee director compensation policy, he will receive an annual cash retainer of $40,000, paid quarterly on a pro-rata basis. He also received an option to purchase 50,000 common shares, vesting one-third on the first anniversary of the grant date and the remainder in equal monthly installments thereafter, subject to continued board service.

The option grant was issued under the company’s 2025 Equity Incentive Plan. The filing notes there are no special arrangements leading to his appointment and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

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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): January 28, 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

Mind Medicine (MindMed) Inc.

(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.

On January 28, 2026, the Board of Directors (the “Board”) of Definium Therapeutics, Inc. (the “Company”), upon recommendation of the Nominating and Governance Committee of the Board, increased the size of the Board from six (6) to seven (7) directors and appointed Roger Adsett to fill the vacancy on the Board, effective January 29, 2026, with a term expiring at the Company's annual general meeting of shareholders to be held in 2026, or until his successor is duly elected or appointed, or until his earlier death, resignation or removal. Mr. Adsett was not named to any committees in connection with his appointment.

Mr. Adsett will be compensated in accordance with the Company’s non-employee director compensation policy, as amended (the “Policy”). Pursuant to the Policy, Mr. Adsett will be entitled to receive $40,000 per year for service as a member of the Board, paid quarterly in arrears on a pro-rata basis.

In addition, pursuant to the Policy and in connection with his appointment to the Board as a non-employee director, Mr. Adsett was granted an option to purchase 50,000 common shares of the Company (the “Initial Option Grant”), which will vest one-third on the first anniversary of the grant date, with the remaining portion vesting in equal monthly installments thereafter, subject to Mr. Adsett’s continued service on the Board through each applicable vesting date. The Initial Option Grant was granted pursuant to the Company’s 2025 Equity Incentive Plan and standard form of stock option award agreement, which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on July 31, 2025.

Mr. Adsett has entered into the Company’s standard form of indemnity agreement, which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 6, 2025.

There is no arrangement or understanding between Mr. Adsett and any other persons pursuant to which Mr. Adsett was elected as a director. In addition, Mr. Adsett is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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:	January 29, 2026	By:	/s/ Robert Barrow
			Name: Robert Barrow Title: Chief Executive Officer

FAQ

What board change did Definium Therapeutics (DFTX) disclose in this 8-K?

Definium Therapeutics expanded its board from six to seven directors and appointed Roger Adsett as a new director. His term runs until the 2026 annual general meeting, or until a successor is chosen or he otherwise leaves the board earlier.

When does Roger Adsett’s term as a Definium Therapeutics (DFTX) director end?

Roger Adsett’s term expires at Definium Therapeutics’ 2026 annual general meeting of shareholders. He will continue as a director until that meeting, unless a successor is elected or he dies, resigns, or is removed before that time.

How will new director Roger Adsett be compensated at Definium Therapeutics (DFTX)?

Roger Adsett will receive $40,000 per year for board service, paid quarterly in arrears on a pro-rata basis. This compensation follows the company’s non-employee director compensation policy, which applies consistently to outside directors serving on the board.

What stock option grant did Definium Therapeutics (DFTX) give Roger Adsett?

Definium Therapeutics granted Roger Adsett an option to purchase 50,000 common shares. One-third vests on the first anniversary of the grant date, with the remaining portion vesting in equal monthly installments, conditioned on his continued service on the board.

Under which plan was Roger Adsett’s equity award at Definium Therapeutics (DFTX) granted?

Roger Adsett’s option for 50,000 common shares was granted under Definium Therapeutics’ 2025 Equity Incentive Plan. The plan and standard stock option agreement were previously filed as exhibits to the company’s Form 10-Q for the quarter ended June 30, 2025.

Are there any related-party transactions involving Roger Adsett at Definium Therapeutics (DFTX)?

The company states that Roger Adsett is not a party to any transaction, or series of transactions, that must be disclosed under Item 404(a) of Regulation S-K. The filing also notes no arrangement or understanding with others leading to his election.