Definium Therapeutics, Inc. 8-K

What Happened

• Definium Therapeutics (DFTX) filed an 8-K reporting that its Board increased from six to seven members and appointed Roger Adsett to fill the new vacancy. The Board action was taken on January 28, 2026, and Mr. Adsett’s appointment is effective January 29, 2026. His term runs until the Company's 2026 annual meeting of shareholders (or until a successor is elected or he resigns/removed).
• Mr. Adsett was not assigned to any Board committees at the time of appointment and has entered into the Company’s standard indemnity agreement.

Key Details

• Board size increased from 6 to 7 directors (action on Jan 28, 2026; appointment effective Jan 29, 2026).
• Cash compensation: $40,000 per year for non‑employee directors, paid quarterly in arrears on a pro‑rata basis.
• Equity award: option to purchase 50,000 common shares granted under the 2025 Equity Incentive Plan; vests one‑third on the first anniversary, remaining vest monthly thereafter, subject to continued service.
• Company disclosed there are no related arrangements or reportable transactions between Mr. Adsett and the Company under Regulation S‑K Item 404(a).

Why It Matters

• Governance: The board expansion and new director appointment affect the company’s oversight team and may influence board deliberations or expertise, though Mr. Adsett currently holds no committee assignments.
• Alignment: The mix of cash and equity compensation ties Mr. Adsett’s incentives to shareholder value over time; the equity grant vests over multiple years, encouraging continued service.
• Risk/Disclosure: The filing indicates no related‑party transactions involving Mr. Adsett, which reduces immediate governance risk from this appointment.