aibioMind Medicine (now Definium Therapeutics) amends K2 loan to up to $120.0 million
Tickers DFTX
The amendment allows up to $120.0 million of term loans, with a $42.0 million first tranche that refinanced existing loans. Interest carries a floor of 10.25%, lenders can convert up to $7.0 million into shares, and the 8-K gives no cash balance or net loss.
Key facts
- Company
- Definium Therapeutics, Inc. (NASDAQ: DFTX)
- News type
- Debt Financing
- Primary source
- Definium Therapeutics, Inc. 8-K (2025-04-21)
Mind Medicine (MindMed) Inc., the name the 8-K gives as the registrant, said in a Form 8-K dated April 18, 2025 that it and certain subsidiaries, as co-borrowers, signed a First Amendment to a Loan and Security Agreement dated August 11, 2023. The amended agreement provides term loans of up to $120.0 million. The 8-K lists the common shares under the symbol MNMD and does not use the name Definium Therapeutics.
The first tranche of $42.0 million was funded on April 18, 2025. A portion of the proceeds refinanced in full all term loans outstanding under the original agreement and paid fees and expenses. The 8-K does not say how large those loans were. Later tranches, totaling up to $28.0 million, depend on time-based clinical and regulatory milestones. A further tranche of up to $50.0 million is available at the company's request, subject to lender review and discretionary approval.
Rate, maturity and conversion
Interest on all term loans falls to the greater of 10.25% and the Wall Street Journal prime rate plus 2.75% a year. The loans mature on April 1, 2029, a date that can move to October 1, 2029 if certain events occur.
The lenders may convert up to $7.0 million of the term loans into common shares at any time before full repayment, at conversion prices from $4.01 to $9.00 per share. Once repaid, the term loans cannot be reborrowed. Beyond the refinancing, the 8-K says proceeds are expected to go to working capital, general corporate purposes and commercial or business development activities. The lenders also hold piggyback registration rights for the conversion shares. The 8-K says those shares would be issued under the private placement exemption in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.
Security, covenants and lenders
The loans are secured by substantially all assets of the borrowers, excluding intellectual property. Covenants restrict asset sales and changes to the business, management or ownership. An event of default lets the administrative agent make the amounts due immediately payable.
A minimum liquidity covenant applies if term loans beyond the first tranche are drawn. It starts on the earlier of July 1, 2026, which can move to July 1, 2027 if the company achieves certain fundraising milestones, and the date on which certain clinical and regulatory milestones are not achieved. It is waived in any period when the company's market capitalization exceeds $500 million.
K2 HealthVentures LLC is administrative agent for the lenders and Canadian collateral agent. Ankura Trust Company, LLC is collateral trustee. The 8-K does not name the individual lenders, and it names no underwriter, placement agent, financial adviser or law firm for the company or the lenders.
The business behind the loans
The company's annual report describes MM120, an oral disintegrating tablet of lysergide D-tartrate, in development for generalized anxiety disorder and major depressive disorder. The report says a Phase 2b trial in generalized anxiety disorder met its primary endpoint, with dose-dependent improvements on the Hamilton Anxiety Rating Scale compared with placebo at Week 4. The FDA granted breakthrough designation to the program in March 2024.
The pivotal program is still ahead. The report expects Part A results from the Voyage and Panorama Phase 3 trials in the first half of 2026 and the second half of 2026. It says both trials are subject to ongoing regulatory review that could change the design. Voyage is expected to enroll about 200 participants and Panorama about 250, and the adaptive design allows a sample size increase of up to 50% in each trial.
The second lead candidate, MM402, is a form of R(-)-MDMA. Its first clinical trial, completed in October 2024, was a single-ascending dose study in adult healthy volunteers. The report says it helped characterize tolerability, pharmacokinetics and pharmacodynamics, and it gives no efficacy results.
What the filings leave out
Neither the 8-K nor the annual report business section gives a cash balance, a net loss or a cash runway, so the filings do not show how the loans compare with what the company spends. The $42.0 million first tranche is the only amount the 8-K says has been funded. Later amounts depend on milestones or lender approval.