Definium Therapeutics, Inc.

Current report (Form 8-K) · Jun 12, 2026 · Leadership change · Item 5.07 · Financial statements

Company

Documents

Primary topic

Leadership change

Filed

Jun 12, 2026

Overview Analysis Documents(5)Full text Exhibits(1)

Type

8-K

File

dftx-20260611.htm

Document text
8-K · dftx-20260611.htm iXBRL 0001813814 2026-06-11 2026-06-11 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

Document text

8-K · dftx-20260611.htm iXBRL

0001813814 2026-06-11 2026-06-11

  
 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

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