{"url_path":"/sec/dftx/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1813814/0001104659-26-077354-index.html","accession_number":"0001104659-26-077354","cik":"0001813814","ticker":"DFTX","issuer_name":"Definium Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1813814/0001104659-26-077354-index.html","primary_entity_key":"0001813814","primary_entity_name":"Definium Therapeutics, Inc."},"word_count":557,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 23, 2026, Definium Therapeutics, Inc.\n(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities\nLLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., as representatives of the several underwriters named therein (the\n“Underwriters”), in connection with an underwritten public offering (the “Offering”) of 20,588,236 common shares\n(the “Shares”) of the Company, without par value (“Common Shares”). The public offering price for the Shares is\n$34.00 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable\nfor 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\non June 24, 2026. No distribution under the Offering may occur in Canada or to a person resident in Canada except pursuant to a Canadian\nprospectus or prospectus exemption. The Offering is expected to close on June 25, 2026.\n\n \n\nThe gross proceeds to the Company from the Offering,\nincluding the full exercise by the Underwriters of their option to purchase additional Common Shares, are expected to be approximately\n$805 million. The net proceeds to the Company from the Offering, including the full exercise by the Underwriters of their option to purchase\nadditional Common Shares, are expected to be approximately $758 million, after deducting underwriting discounts and commissions and other\nestimated offering expenses payable by the Company.\n\n \n\nThe Company intends to use the net proceeds from\nthe Offering for the research and development of its product candidates, preparation activities for potential commercialization of DT120\nODT, if approved, and working capital and general corporate purposes.\n\n \n\nThe Underwriting Agreement contains customary\nrepresentations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company\nand the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination\nprovisions. The representations, warranties and agreements contained in the Underwriting Agreement were made only for purposes of such\nagreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed\nupon by the contracting parties.\n\n \n\nThe Offering was made pursuant to the Company’s\nshelf registration statement on Form S-3 (File No. 333-280548), which was filed with the Securities and Exchange Commission on June 28,\n2024 and automatically became effective upon filing, and a related base prospectus, as supplemented by a prospectus supplement.\n\n \n\nIn connection with the Underwriting Agreement,\nthe Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Shares without first\nobtaining the written consent of J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., subject to\ncertain exceptions, for 60 days after the date of the Underwriting Agreement.\n\n \n\nThe foregoing summary of the terms of the Underwriting\nAgreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached\nhereto as Exhibit 1.1, and which is incorporated herein by reference. Osler, Hoskin & Harcourt LLP, Canadian counsel to the Company,\ndelivered an opinion as to the legality of the issuance and sale of Common Shares in the Offering, a copy of which is attached hereto\nas Exhibit 5.1 and is incorporated herein by reference."}