Definium Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements
The financial statements of Definium Therapeutics, Inc. are filed as part of this Annual Report under Item 8. Financial Statements and Supplementary Data.
(2) Financial Statement Schedules
All other schedules have been omitted because they are not required, not inapplicable, or the required information is included in the financial statements or notes thereto.
(3) Exhibits
| ExhibitNumber | Description | Form | Exhibit No. | Incorporated by Reference Filing Date | File No. |
|---|---|---|---|---|---|
| 3.1* · Amended and Restated Articles of Definium Therapeutics, Inc., effective as January 9, 2026. | |||||
| 3.2 | Notice of Articles, Incorporated on July 26, 2010, effective as of January 9, 2026. | 8-K | 3.1 | January 12, 2026 | 001-40360 |
| 3.3 | Certificate of Name Change, dated January 9, 2026 | 8-K | 3.2 | January 12, 2026 | 001-40360 |
| 4.1* | Description of Capital Stock of Definium Therapeutics, Inc. | ||||
| 4.2* | Form of Definium Therapeutics, Inc. Common Share Certificate. | ||||
| 4.3 | Form of 2022 USD Financing Warrant | 8-K | 4.1 | September 28, 2022 | 001-40360 |
| 4.4 | Form of Pre-Funded Warrant | 8-K | 4.1 | August 12, 2024 | 001-40360 |
| 4.5 | Form of Pre-Funded Warrant | 8-K | 4.1 | October 17, 2024 | 001-40360 |
| 4.6 | Form of Pre-Funded Warrant | 10-Q | 4.3 | November 7, 2024 | 001-40360 |
| 10.1#*+ | Form of Director and Officer Indemnity Agreement. | ||||
| 10.2# | Form of Restricted Share Unit Grant Agreement to Performance and Restricted Share Unit Plan. | 10-K | 10.4 | March 28, 2022 | 001-40360 |
| 10.3# | Mind Medicine (MindMed) Inc. Stock Option Plan (as amended and restated on March 7, 2023). | 10-K | 10.15 | March 9, 2023 | 001-40360 |
| 10.4# | Mind Medicine (MindMed) Inc. Performance and Restricted Share Unit Plan (as amended and restated on March 7, 2023). | 10-K | 10.16 | March 9, 2023 | 001-40360 |
| 10.5# | Form of Option Agreement to Mind Medicine (MindMed) Inc. Stock Option Plan. | 10-K | 10.17 | March 9, 2023 | 001-40360 |
| 10.6+ | K2 HealthVentures LLC Loan and Security Agreement | 8-K | 10.1 | August 14, 2023 | 001-40360 |
| 10.7+ | First Amendment to Loan and Security Agreement, dated April 18, 2025, by and among Mind Medicine (MindMed) Inc., certain of its subsidiaries party thereto, K2 HealthVentures LLC and Ankura Trust Company, LLC. | 8-K | 10.1 | April 21, 2025 | 001-40360 |
| 10.8* · Second Amendment to Loan and Security Agreement, dated October 15, 2025, by and among Mind Medicine (MindMed) Inc., certain of its subsidiaries party thereto, K2 HealthVentures LLC and Ankura Trust Company, LLC. | |||||
|---|---|---|---|---|---|
| 10.9#* · Non-Employee Director Compensation Policy, amended as of January 28, 2026 | |||||
| 10.10# | Directors' Deferred Share Unit Plan, amended as of June 8, 2023 | 10-Q | 10.3 | August 3, 2023 | 001-40360 |
| 10.11 | Exchange Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD. | 8-K | 10.1 | October 17, 2024 | 001-40360 |
| 10.12 | Sales Agreement, dated as of June 28, 2024, by and between Mind Medicine (MindMed) Inc. and Leerink Partners LLC | S-3 | 1.2 | June 28, 2024 | 001-280548 |
| 10.13#* | Definium Therapeutics, Inc. Employee Share Purchase Plan | ||||
| 10.14 | Form of Registration Rights Agreement, dated as of March 7, 2024 between Mind Medicine (MindMed) Inc. and the Investors | 8-K | 10.2 | March 11, 2024 | 001-40360 |
| 10.15 | Amendment No. 1 to the Registration Rights Agreement, dated as of October 17, 2024, by and among Mind Medicine (MindMed) Inc., Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD. | 8-K | 10.2 | October 17, 2024 | 001-40360 |
| 10.16# | Form of Performance Share Unit Grant Agreement to Performance and Restricted Share Unit Plan. | 10-Q | 10.1 | May 8, 2025 | 001-40360 |
| 10.17# | Form of Performance Share Unit Grant Agreement granted as an Inducement Award. | 10-Q | 10.2 | May 8, 2025 | 001-40360 |
| 10.18# | Form of Restricted Share Unit Grant Agreement granted as an Inducement Award | 10-Q | 10.3 | May 8, 2025 | 001-40360 |
| 10.19# | Form of Option Agreement granted as an Inducement Award | 10-Q | 10.4 | May 8, 2025 | 001-40360 |
| 10.20#* | Definium Therapeutics, Inc. 2025 Equity Incentive Plan | ||||
| 10.21#* | Form of Stock Option Award Agreement to Definium Therapeutics, Inc. 2025 Equity Incentive Plan | ||||
| 10.22#* | Form of Restricted Share Unit Award Agreement to Definium Therapeutics, Inc. 2025 Equity Incentive Plan | ||||
| 10.23#* | Form of Option Agreement granted as an Inducement Award | ||||
| 10.24#* | Form of PSU Agreement granted as an Inducement Award | ||||
| 10.25# | Executive Employment Agreement, effective as of May 27, 2025, between Mind Medicine (MindMed) Inc. and Brandi L. Roberts | 10-Q | 10.1 | July 31, 2025 | 001-40360 |
| 10.26# | Executive Employment Agreement, effective as of July 30, 2025, between Mind Medicine (MindMed) Inc. and Robert Barrow | 10-Q | 10.6 | July 31, 2025 | 001-40360 |
| 10.27# | Executive Employment Agreement, effective as of July 30, 2025, between Mind Medicine (MindMed) Inc. and Daniel Karlin, M.D. | 10-Q | 10.7 | July 31, 2025 | 001-40360 |
| 10.28# | Executive Employment Agreement, effective as of July 30, 2025, between Mind Medicine (MindMed) Inc. and Mark R. Sullivan | 10-Q | 10.8 | July 31, 2025 | 001-40360 |
| 10.29# | Executive Employment Agreement, effective as of July 30, 2025, between Mind Medicine (MindMed) Inc. and Matt Wiley | 10-Q | 10.9 | July 31, 2025 | 001-40360 |
| 19.1* | Insider Trading Policy | ||||
| 21.1* | List of Subsidiaries of Definium Therapeutics, Inc. | ||||
| 23.1* | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | ||||
| 24.1* | Power of Attorney (included on signature page hereto). | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Policy Relating to Recovery of Erroneously Awarded Compensation | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) | ||||
- Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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