aibioDefinium launches $500 million offering, then prices 20,588,236 shares at $34.00
Tickers DFTX
Definium sold 20,588,236 common shares at $34.00, or $700,000,024 before discounts, on the same day it reported that its Emerge depression trial met its primary endpoint. The prospectus supplement names eight underwriters, and its underwriting terms name no counsel.
Key facts
- Company
- Definium Therapeutics, Inc. (NASDAQ: DFTX)
- News type
- Financings
- Primary source
- Definium Therapeutics, Inc. 424B5 (2026-06-22)
Definium Therapeutics, Inc. (Nasdaq: DFTX) said on June 22, 2026 that it intended to sell $500 million of common shares, and pre-funded warrants to some investors, in an underwritten public offering. A prospectus supplement dated June 23, 2026 set the final terms: 20,588,236 common shares at $34.00 a share, for $700,000,024 in total. The underwriters hold a 30-day option on up to $75 million more shares, or 3,088,235 shares, and delivery is expected on or about June 25, 2026.
The offering terms
Underwriting discounts and commissions total $40,250,001, or $1.955 a share, which leaves $659,750,023 in proceeds before expenses, or $32.045 a share. If the option is exercised in full, discounts would total $46,287,501 and proceeds before expenses would be $758,712,513.
J.P. Morgan, Jefferies, Leerink Partners and BofA Securities are joint lead bookrunners. Evercore ISI and Stifel are also bookrunners, and Oppenheimer & Co. and LifeSci Capital are co-lead managers. The underwriting table names J.P. Morgan Securities LLC (4,735,294 shares), Jefferies LLC, Leerink Partners LLC and BofA Securities, Inc. (3,294,118 each), Evercore Group L.L.C. and Stifel, Nicolaus & Company, Incorporated (2,470,588 each), and Oppenheimer & Co. Inc. and LifeSci Capital LLC (514,706 each). The company estimates offering expenses at $734,000 and will reimburse certain underwriter expenses up to $20,000. The underwriting terms do not name counsel for the company or the underwriters.
The company says it will use the net proceeds for research and development of its product candidates, preparation for potential commercialization of DT120 ODT if approved, and working capital and general corporate purposes. The last reported sale price before the announcement, on June 18, 2026, was $24.48.
The Emerge data and what comes next
On June 22, 2026, the company announced that the Emerge study of DT120 ODT in major depressive disorder met its primary and all key secondary efficacy endpoints. The prospectus supplement gives the least-squares mean change on the Montgomery Åsberg Depression Rating Scale at Week 6 as -13.3 for DT120 ODT against -5.2 for placebo, a placebo-adjusted difference of -8.1 points. The remission rate at Week 6 was 24% against 3%. The study had 75 participants on DT120 ODT and 74 on placebo.
The company says DT120 ODT was generally well tolerated, with most adverse events mild to moderate and occurring on dosing day. The most common included illusion, hallucinations, euphoric mood, anxiety, nausea and a blood pressure increase, which the company describes as consistent with expected acute effects. The prospectus supplement gives no rate for any of them. Its list of risks includes decisions by the Drug Enforcement Administration and states on rescheduling product candidates that contain Schedule I controlled substances, which must happen before they may be legally marketed in the U.S.
The Emerge result is one trial. A second depression trial, Ascend, first dosed a patient in May 2026 and is expected to read out in 2027. Both generalized anxiety disorder Phase 3 trials are still ahead. Voyage has 214 participants fully enrolled and a topline readout expected in early third quarter 2026. For Panorama, the prospectus supplement says an interim sample size review set a target of 200 participants, even though 245 have been randomized and the trial is fully enrolled. Panorama's topline readout is expected in late third quarter 2026.
Financial position and dilution
The annual report gives a net loss of $183.8 million for 2025, against $108.7 million for 2024. Cash used in operations was $131.6 million in 2025, against $79.1 million a year earlier, and research and development expense was $117.7 million, up from $65.3 million. The prospectus supplement puts historical net tangible book value at March 31, 2026 at approximately $258.9 million, or $2.49 per common share. The company estimates net proceeds at approximately $659.0 million, to be used with its existing cash. It also lists a K2 HealthVentures LLC credit facility whose covenants, it warns, could adversely affect operations.
The prospectus supplement gives 104,044,508 common shares outstanding as of March 31, 2026, plus 6,195,400 shares issuable on exercise of outstanding options. After the offering, net tangible book value per share would be $7.37, and the dilution to new investors would be $26.63 per share.