Form 8-K

8-K — Definium Therapeutics, Inc.

Accession: 0001104659-26-077354

Filed: 2026-06-24

Period: 2026-06-22

CIK: 0001813814

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618395d3_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2618395d3_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2618395d3_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2618395d3_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2618395d3_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 22, 2026

Definium Therapeutics, Inc.

(Exact Name of Registrant as Specified in its

Charter)

British Columbia, Canada

001-40360

98-1582438

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One World Trade Center,

Suite 8500

New York, New York

10007

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (212) 220-6633

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares

DFTX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2026, Definium Therapeutics, Inc.

(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities

LLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., as representatives of the several underwriters named therein (the

“Underwriters”), in connection with an underwritten public offering (the “Offering”) of 20,588,236 common shares

(the “Shares”) of the Company, without par value (“Common Shares”). The public offering price for the Shares is

$34.00 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable

for 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

on June 24, 2026. No distribution under the Offering may occur in Canada or to a person resident in Canada except pursuant to a Canadian

prospectus or prospectus exemption. The Offering is expected to close on June 25, 2026.

The gross proceeds to the Company from the Offering,

including the full exercise by the Underwriters of their option to purchase additional Common Shares, are expected to be approximately

$805 million. The net proceeds to the Company from the Offering, including the full exercise by the Underwriters of their option to purchase

additional Common Shares, are expected to be approximately $758 million, after deducting underwriting discounts and commissions and other

estimated offering expenses payable by the Company.

The Company intends to use the net proceeds from

the Offering for the research and development of its product candidates, preparation activities for potential commercialization of DT120

ODT, if approved, and working capital and general corporate purposes.

The Underwriting Agreement contains customary

representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company

and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination

provisions. The representations, warranties and agreements contained in the Underwriting Agreement were made only for purposes of such

agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed

upon by the contracting parties.

The Offering was made pursuant to the Company’s

shelf registration statement on Form S-3 (File No. 333-280548), which was filed with the Securities and Exchange Commission on June 28,

2024 and automatically became effective upon filing, and a related base prospectus, as supplemented by a prospectus supplement.

In connection with the Underwriting Agreement,

the Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Shares without first

obtaining the written consent of J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., subject to

certain exceptions, for 60 days after the date of the Underwriting Agreement.

The foregoing summary of the terms of the Underwriting

Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached

hereto as Exhibit 1.1, and which is incorporated herein by reference. Osler, Hoskin & Harcourt LLP, Canadian counsel to the Company,

delivered an opinion as to the legality of the issuance and sale of Common Shares in the Offering, a copy of which is attached hereto

as Exhibit 5.1 and is incorporated herein by reference.

Item 8.01 Other Events.

The Company issued press releases announcing the

launch and pricing of the Offering on June 22, 2026 and June 23, 2026, respectively. Copies of these press releases are attached hereto

as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

1.1

Underwriting Agreement among Definium Therapeutics, Inc. and J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC, and BofA Securities, Inc., as representatives of the underwriters named therein, dated June 23, 2026.

5.1

Opinion of Osler, Hoskin & Harcourt LLP.

23.1

Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1).

99.1

Press Release, dated June 22, 2026.

99.2

Press Release, dated June 23, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

DEFINIUM THERAPEUTICS, INC.

Date: June 24, 2026

By:

/s/ Robert Barrow

Name:

Robert Barrow

Title:

Chief Executive Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2618395d3_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

Definium Therapeutics, Inc.

20,588,236 Common Shares

(no par value per share)

Underwriting Agreement

New York, New York

June 23, 2026

J.P. Morgan Securities LLC

Jefferies LLC

Leerink Partners LLC

BofA Securities, Inc.

As Representatives of the several Underwriters

listed on Schedule I hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o Leerink Partners LLC

1301 Avenue of the Americas, 5th Floor

New York, New York 10019

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Definium Therapeutics, Inc.,

a corporation incorporated under the laws of the Province of British Columbia (the “Company”), proposes to sell to

the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”)

are acting as Representatives, 20,588,236 common shares, having no par value per share (“Common Shares”) of the Company

(said shares to be issued and sold by the Company being hereinafter called the “Firm Shares”). In addition, the Company

has granted to the Underwriters an option to purchase up to an additional 3,088,235 Common Shares as provided in Section 3. The additional

3,088,235 Common Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.”

The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Securities.”

To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall

mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

1.             Representations

and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this

Section 1.

a) Registration Statement and Prospectus. The Company has prepared and filed with the Securities and

Exchange Commission (the “Commission”), a shelf registration statement (file number 333-280548) on Form S-3 under

the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the “Act”)

not earlier than three years prior to the date hereof and such registration statement became effective upon filing under the Act by the

Commission. Such registration statement, including the exhibits and any schedules thereto and any Prospectus (as defined below) relating

to the Securities that is filed with the Commission and deemed part of such registration statement pursuant to Rule 430B (“Rule 430B”)

under the Act, as amended, on each Effective Date (as defined below), is referred to herein as the “Registration Statement.”

The base prospectus filed as part of the Registration Statement in the form in which it has most recently been filed with the Commission

on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement

to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that

omitted information pursuant to Rule 430B and that was used prior to the filing of the final prospectus supplement referred to in

the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement,

the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities

and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Act. Such final prospectus

supplement (including the Base Prospectus as so supplemented) in the form filed with the Commission pursuant to Rule 424(b) is

herein called the “Prospectus”. Any reference herein to the Registration Statement, Base Prospectus, any Preliminary

Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3

under the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange

Act”) on or before the Effective Date of the Registration Statement or as of the date of such Prospectus, as the case may be.

“Effective Date” shall mean each date and time that the Registration Statement became or becomes effective (including

each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Act).

All references in

this Agreement to financial statements and schedules and other information which is “described,” “contained,”

“included” or “stated” (or other references of like import) in the Registration Statement, the Base Prospectus,

any Preliminary Prospectus or the Prospectus shall be deemed to mean and include all such financial statements and schedules and other

information which is incorporated by reference in or otherwise deemed by the Act to be a part of or included in the Registration Statement,

the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments

or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer

to and include any document filed under the Exchange Act, and incorporated therein, after the Effective Date of the Registration Statement

or the date of the Base Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be, and which is deemed to be incorporated

by reference therein or otherwise deemed by the Exchange Act to be a part thereof.

The term “Disclosure

Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to 6:00 p.m.,

New York City time, on June 23, 2026 (the “Execution Time”), (ii) any issuer free writing prospectus, as

defined by Rule 433 of the Act (an “Issuer Free Writing Prospectus”) identified in Schedule II hereto, (iii) any

other free writing prospectus, as defined by Rule 405 (a “Free Writing Prospectus”) that the parties hereto shall

hereafter expressly agree to treat as part of the Disclosure Package and (iv) the information set forth on Schedule IV. The Company

has not received any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting

proceedings for that purpose or pursuant to Section 8(A) of the Act, and no notice of objection of the Commission to the use

of the Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company. The Registration Statement

and the offer and sale of the Securities as contemplated hereby meet the requirements of Rule 415 under the Act and comply in all

material respects with said Rule. Any contracts or other documents that are required to be described in the Registration Statement, the

Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. The Common

Shares are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on the Nasdaq Global Select Market

(the “Exchange”) under the trading symbol “DFTX”. The Company has taken no action designed to, or likely

to have the effect of, terminating the registration of the Common Shares under the Exchange Act, delisting the Common Shares from the

Exchange, nor has the Company received any notification that either the Commission or the Exchange is contemplating terminating such registration

or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange.

b) No Misstatement or Omission. The Registration Statement, as of the Effective Date, did not contain

an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading. As of the Execution Time, the First Closing Date (as defined below) and each applicable Option Closing Date (as

defined below), the Preliminary Prospectus, the Prospectus and any amendment and supplement thereto, does not or will not include an untrue

statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as

to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon

and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives

specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed

that the only such information furnished by any Underwriter consists of the information described as such in Section 8 hereof. The

documents incorporated by reference or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package and

the Prospectus at the time the Registration Statement became effective or when such documents incorporated by reference were filed with

the Commission, as the case may be, when read together with the other information in the Registration Statement, the Disclosure Package

and the Prospectus, as the case may be, did not and will not, when filed with the Commission, contain an untrue statement of a material

fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in

light of the circumstances under which they were made, not misleading. As of the Execution Time, the First Closing Date and each applicable

Option Closing Date, (i) the Disclosure Package, and (ii) each electronic roadshow and any individual Written Testing-the-Waters

Communication (as defined below), when taken together as a whole with the Disclosure Package, did not, does not, and will not, contain

any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from

the Disclosure Package or any electronic roadshow based upon and in conformity with written information furnished to the Company by any

Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished

by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

c) Conformity with the Act and Exchange Act. The Registration Statement as of the Effective Date and

as of the Execution Time, the Preliminary Prospectus, as of the Execution Time, the Prospectus, any Free Writing Prospectus or any amendment

or supplement thereto, and the documents incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement

thereto, when such documents were or are filed with the Commission under the Act or the Exchange Act or became or become effective under

the Act, as the case may be, conformed or will conform in all material respects with the requirements of the Act and the Exchange Act,

as applicable.

d) Financial Information. The consolidated financial statements of the Company included or incorporated

by reference in the Registration Statement, the Disclosure Package and the Prospectus, together with the related notes and schedules,

present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as

of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company

for the periods specified; and such financial statements have been prepared in compliance with the requirements of the Act and Exchange

Act and in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved; the other

financial data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement,

the Disclosure Package and the Prospectus, are accurately and fairly presented and prepared on a basis consistent with the financial statements

and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or

incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus that are not included or incorporated

by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including

any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Disclosure Package

and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Disclosure Package and

the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)

comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The interactive data

in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package

and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s

rules and guidelines applicable thereto.

e) Conformity with EDGAR Filing. The Preliminary Prospectus, each Issuer Free Writing Prospectus that

is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the

foregoing that have been delivered to the Underwriters for use in connection with the sale of the Securities pursuant to this Agreement

will be identical to the copies thereof electronically transmitted to the Commission for filing via EDGAR, except to the extent permitted

by Regulation S-T.

f) Organization. The Company and each of its Subsidiaries are duly organized, validly existing as

a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries

are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other

jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license

or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their

respective businesses as described in the Registration Statement, the Disclosure Package and the Prospectus, except where the failure

to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse

effect or would reasonably be expected to have a material adverse effect on or affecting the assets, business, operations, earnings, properties,

condition (financial or otherwise), prospects, shareholders’ equity or results of operations of the Company and the Subsidiaries

taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse

Effect”).

g) Subsidiaries. The subsidiaries set forth in Schedule III (collectively, the “Subsidiaries”)

are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the

Commission). The Company owns, directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge,

security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly

issued and are fully paid, nonassessable and free of preemptive and similar rights. No Subsidiary is currently prohibited, directly or

indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s shares or capital

stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s

property or assets to the Company or any other Subsidiary of the Company.

h) No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation

of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse

of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in

any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries

is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any

of its Subsidiaries are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any

Governmental Authority (as defined below), except, in the case of each of clauses (ii) and (iii) above, for any such violation

or default that would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other

party under any material contract or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder

where such default would have a Material Adverse Effect. As used in this Agreement, “Governmental Authority” means

(i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory

or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or

arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.

i) No Material Adverse Change. Subsequent to the respective dates as of which information is given

in the Registration Statement, the Disclosure Package and the Prospectus (including any document deemed incorporated by reference therein),

there has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will

result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole,

(iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or

any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the shares or

capital stock or outstanding long-term indebtedness of the Company or any of its Subsidiaries, (v) any dividend or distribution of

any kind declared, paid or made on the shares or capital stock of the Company or any Subsidiary or (vi) any material loss or interference

with the business of the Company or any Subsidiary from fire, explosion, flood or other calamity, whether or not covered by insurance,

or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority,

other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement, the Disclosure

Package or Prospectus (including any document deemed incorporated by reference therein).

j) Capitalization. The issued and outstanding Common Shares have been validly issued, are fully paid

and nonassessable and are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized,

issued and outstanding capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus as of the

dates referred to therein (other than the grant of additional securities under the Company’s existing equity plans, or changes in

the number of outstanding Common Shares due to the issuance of Common Shares upon the exercise or conversion of securities exercisable

for, or convertible into, Common Shares, including the Common Shares issuable in connection with that certain Loan and Security Agreement

(as amended, the “Loan Agreement”) by and among the Company, certain of its subsidiaries party thereto, as co-borrowers,

the lenders referred to therein (the “Lenders”), K2 HealthVentures LLC, as administrative agent and Canadian collateral

agent for the Lenders, and Ankura Trust Company, LLC, as collateral trustee for the Lenders, outstanding on the date hereof) and such

authorized share capital conforms to the description thereof set forth in the Registration Statement, the Disclosure Package and the Prospectus.

The description of the securities of the Company in the Registration Statement, the Disclosure Package and the Prospectus is complete

and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement, the Disclosure Package or

the Prospectus, as of the dates referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants

to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or

sell, any Common Shares or other securities of the Company or any of its Subsidiaries. The Company does not have any outstanding debt

securities or preferred equity securities that are rated by any “nationally recognized statistical rating organization” (as

defined for purposes of Rule 3(a)(62) under the Exchange Act).

k) Authorization; Enforceability. The Company has full legal right, power and authority to enter into

this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the

Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except

to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting

creditors’ rights generally and by general equitable principles or (ii) the indemnification provisions of this Agreement may

be limited by federal, state or provincial securities laws or public policy considerations in respect thereof.

l) Authorization of Securities. The Securities have been duly and validly authorized and, when issued

and delivered to and paid for by the Underwriters pursuant to the terms of this Agreement, will be fully paid and nonassessable, free

and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights,

resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act.

The Securities, when issued, will conform to the description thereof set forth in or incorporated into the Prospectus.

m) No Consents Required. No consent, approval, authorization, order, registration or qualification

of or with any Governmental Authority is required for the execution, delivery and performance by the Company of this Agreement or the

issuance and sale by the Company of the Securities, except for such consents, approvals, authorizations, orders and registrations or qualifications

as have been obtained or waived or as may be required under applicable state securities laws or by the by-laws and rules of the Financial

Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Securities by the Underwriters.

n) No Preferential Rights. Except as set forth in the Registration Statement, the Disclosure Package

or the Prospectus, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Act (each, a

“Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common

Shares, shares or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal,

rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common

Shares, shares or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor

to the Company in connection with the offer and sale of the Common Shares, and (iv) no Person has the right, contractual or otherwise,

to require the Company to register under the Act any Common Shares, shares or other securities of the Company, or to include any such

Common Shares, shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the

filing or effectiveness of the Registration Statement or the sale of the Securities as contemplated thereby or otherwise.

o) Independent Public Accounting Firm. KPMG LLP (the “Accountant”) is an independent

registered public accounting firm within the meaning of the Act and the Public Company Accounting Oversight Board (United States) (“PCAOB”).

To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act

of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.

p) Enforceability of Agreements. All agreements between the Company and third parties expressly referenced

in the Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company enforceable against the Company in

accordance with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification

provisions of certain agreements may be limited by federal, state or provincial securities laws or public policy considerations in respect

thereof.

q) No Litigation; Disclosure. There are no actions, suits or proceedings by or before any Governmental

Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any Governmental Authority to which

the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the subject that, individually

or in the aggregate, would have a Material Adverse Effect and, to the Company’s knowledge, no such actions, suits, proceedings,

audits or investigations are threatened or contemplated by any Governmental Authority or threatened by others; and (i) there are

no current or pending audits or investigations, actions, suits or proceedings by or before any Governmental Authority that are required

under the Act to be described in Disclosure Package or the Prospectus that are not so described; and (ii) there are no contracts

or other documents that are required under the Act to be filed as exhibits to the Registration Statement that are not so filed.

r) Consents and Permits. The Company and its Subsidiaries have made all filings, applications and

submissions required by, possess and are operating in compliance with, all approvals, licenses, certificates, certifications, clearances,

consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state,

provincial or foreign Governmental Authority (including, without limitation, the United States Food and Drug Administration (the “FDA”),

the European Medicines Agency (the “EMA”), the United Kingdom Medicines and Healthcare products Regulatory Agency (the

“MHRA”), the United States Drug Enforcement Administration, Health Canada or any other foreign, federal, state, provincial,

court or local government or regulatory authorities including self-regulatory organizations engaged in the regulation of clinical trials,

pharmaceuticals, biologics or biohazardous substances or materials) necessary for the ownership or lease of their respective properties

or to conduct its businesses as described in the Registration Statement, the Disclosure Package and the Prospectus (collectively, “Permits”),

except for such Permits the failure of which to possess, obtain or make the same would not have a Material Adverse Effect; the Company

and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure to be in compliance

would not have a Material Adverse Effect; all of the Permits are valid and in full force and effect, except where any invalidity, individually

or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries

has received any written notice relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such

Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse

Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course.

To the extent required by applicable laws and regulations of the FDA, the Company or the applicable Subsidiary has submitted to the FDA

an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is

conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted

and no material deficiencies have been asserted by the FDA with respect to any such submissions. The Company and each Subsidiary possess

such valid and current certificates, authorizations or permits issued by the appropriate federal, state, provincial or foreign regulatory

agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any Subsidiary has received, or has any

reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with,

any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or

finding, could result in a Material Adverse Effect.

s) Regulatory Filings. Neither the Company nor any of its Subsidiaries has failed to file with the

applicable Governmental Authorities (including, without limitation, the FDA, or any foreign, federal, state, provincial or local Governmental

Authority performing functions similar to those performed by the FDA) any required filing, declaration, listing, registration, report

or submission, except for such failures that, individually or in the aggregate, would not have a Material Adverse Effect; all such filings,

declarations, listings, registrations, reports or submissions were in compliance with applicable laws when filed and no deficiencies have

been asserted by any applicable regulatory authority with respect to any such filings, declarations, listings, registrations, reports

or submissions, except for any deficiencies that, individually or in the aggregate, would not have a Material Adverse Effect. The Company

has operated and currently is, in all material respects, in compliance with the United States Federal Food, Drug, and Cosmetic Act, all

applicable rules and regulations of the FDA and other federal, state, provincial, local and foreign Governmental Authority exercising

comparable authority.

t) Compliance with Health Care Laws. The Company and its directors, officers and employees, and to

the Company’s knowledge, its respective agents, affiliates and representatives, are, and at all times have been, in compliance with

all Health Care Laws (as defined below), including, but not limited to, controlled substance laws and the rules and regulations of

the FDA, EMA and MHRA, the U.S. Department of Health and Human Services Office of Inspector General, the Centers for Medicare &

Medicaid Services and Health Canada, and have not engaged in any activities which are, as applicable, cause for false claims liability,

civil penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any other local, state, provincial or federal healthcare

program, other than for such instances of non-compliance which would not reasonably be expected to result in a Material Adverse Effect.

For purposes of this Agreement, “Health Care Laws” shall mean the Controlled Substances Act (21 U.S.C. § 801 et.

seq.), the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h),

the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims Act (42 U.S.C. § 1320a-7b(a)), all criminal

laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal

provisions under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d et seq.) (“HIPAA”),

the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a), HIPAA, as amended by the

Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.), the Federal Food, Drug, and

Cosmetic Act (21 U.S.C. §§ 301 et seq.), Medicare statute (Title XVIII of the Social Security Act), Medicaid statute (Title

XIX of the Social Security Act), the Public Health Service Act (42 U.S.C. § 256b), the Controlled Drugs and Substances Act (Canada),

and the rules and regulations of any other Governmental Authority relating to the regulation of the Company or its Subsidiaries.

The Company is not a party to or has any ongoing reporting obligations pursuant to any corporate integrity agreement, deferred prosecution

agreement, monitoring agreement, consent decree, settlement order, plan of correction or similar agreement imposed by any Governmental

Authority. The Company has not received any notification, correspondence or any other written or oral communication, including, without

limitation, any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the

FDA or any similar regulatory authority, or any notification of any pending or threatened claim, suit, proceeding, hearing, enforcement,

investigation, arbitration or other action, from any Governmental Authority of non-compliance by, or liability of, the Company or its

Subsidiaries under any Health Care Laws.

u) Compliance with Occupational Laws. The Company and each of its Subsidiaries (A) is in compliance,

in all material respects, with any and all applicable foreign, federal, state, provincial and local laws, rules, regulations, treaties,

statutes and codes promulgated by any and all Governmental Authorities (including pursuant to the Occupational Health and Safety Act)

relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received

all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently

conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such permit, license or approval.

No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against

the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances

or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give

rise to such actions, suits, investigations or proceedings.

v) Intellectual Property. The Company and its Subsidiaries own, possess, license or have other rights

to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names,

copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively,

the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted except to the

extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property would not, individually

or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Disclosure Package and the

Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the Company and its Subsidiaries;

(ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there

is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s

and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts which could form a

reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s knowledge, threatened

action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property; (v) there is no

pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and its Subsidiaries

infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s

knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding

(as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Disclosure Package or

the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with the terms

of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements

are in full force and effect, except, in the case of any of clauses (i)-(vi) above, for any such infringement by third parties or

any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material

Adverse Effect.

w) Clinical Studies. The preclinical studies and tests and clinical trials described in the Registration

Statement, Disclosure Package and the Prospectus were, and, if still pending, are being conducted in all material respects in accordance

with the experimental protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards

for products or product candidates comparable to those being developed by the Company; the descriptions of such studies, tests and trials,

and the results thereof, contained in the Registration Statement, Disclosure Package and the Prospectus are accurate and complete in all

material respects; the Company and its Subsidiaries are not aware of any tests, studies or trials not described in the Registration Statement,

Disclosure Package and the Prospectus, the results of which reasonably call into question the results of the tests, studies and trials

described in the Registration Statement, Disclosure Package and the Prospectus; and the Company has not received any written notice or

correspondence from the FDA or any Governmental Authority exercising comparable authority or any institutional review board or comparable

authority requiring the termination, suspension, clinical hold or material modification of any tests, studies or trials.

x) Market Capitalization. At the time the Registration Statement became effective, and at the time

the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met the then applicable requirements

for the use of Form S-3 under the Act, including, but not limited to, General Instruction I.B.1 of Form S-3. At the time the

Registration Statement became effective, the Company was a “well-known seasoned issuer” (as defined in Rule 405 under

the Act). The aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule 405 under the

Act) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 under the Act, those that directly,

or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company)

(the “Non-Affiliate Shares”), was equal to or greater than $75 million (calculated by multiplying (x) the highest

price at which the common equity of the Company closed on the Exchange within 60 days of the date of this Agreement times (y) the

number of Non-Affiliate Shares).

y) No Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment

on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate,

would have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange

Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking

fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental

on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

z) Certain Market Activities. Neither the Company, nor any of the Subsidiaries, nor any of their respective

directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or might reasonably

be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security

of the Company to facilitate the sale or resale of the Securities.

aa) Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required

to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly

or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated

person of a member” (within the meaning set forth in the FINRA Manual).

bb) No Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters

for any legal, tax, investment, regulatory or accounting advice in connection with the offering and sale of the Securities.

cc) Taxes. The Company and each of its Subsidiaries have filed all Canadian federal, United States

federal, provincial, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through

the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to

so file or pay would not have a Material Adverse Effect. No tax deficiency has been determined adversely to the Company or any of its

Subsidiaries which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of

any Canadian federal, United States federal, provincial, state or other governmental tax deficiency, penalty or assessment which has been

or might be asserted or threatened against it in writing, which would have a Material Adverse Effect. No stamp duties or other similar

issuance or transfer taxes are payable by or on behalf of the Underwriters in Canada or any political subdivision or tax authority thereof

solely in connection with (i) the execution, delivery and performance of this Agreement or (ii) the issuance, sale and delivery

by the Underwriters of the Securities as contemplated herein and in the Disclosure Package and the Prospectus.

dd) Title to Real and Personal Property. Each of the Company and its Subsidiaries owns or leases all

such properties as are necessary to the conduct of its operations as presently conducted, except where the failure to own or lease any

such properties would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and

its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all

personal property described in the Registration Statement or Prospectus as being owned by them, in each case free and clear of all liens,

encumbrances and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such

property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse

Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the Company and any of

its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially interfere

with the use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably

expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries

complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations

and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or

except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material

respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse

Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning

change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which

is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed

to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, individually or in the aggregate.

ee) Environmental Laws. The Company and its Subsidiaries (i) are, in compliance with any and all

applicable federal, state, provincial, local and foreign laws, rules, regulations, decisions and orders relating to the protection of

human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental

Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable

Environmental Laws to conduct their respective businesses as described in the Registration Statement, the Disclosure Package and the Prospectus;

(iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release

of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above,

for any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually

or in the aggregate, have a Material Adverse Effect; and (iv) except as described in each of the Disclosure Package and the Prospectus,

there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any

Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed

no monetary sanctions of $300,000 or more will be imposed.

ff) Disclosure Controls. The Company and each of its Subsidiaries maintain systems of internal accounting

controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general

or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance

with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over

financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

Since the date of the latest audited financial statements of the Company included in the Disclosure Package and the Prospectus, there

has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting. The Company has established disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures

to ensure that material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others

within those entities, particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report

on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of

the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for

the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K

for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls

and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the

Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of

Regulation S-K under the Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s

internal controls.

gg) Sarbanes-Oxley. There is and has been no failure on the part of the Company, or, to the Company’s

knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any

applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive

officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each former

principal financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley

Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the

Commission. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer”

shall have the meanings given to such terms in the Sarbanes-Oxley Act.

hh) Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability

for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated, except

as may otherwise exist with respect to the Underwriters pursuant to this Agreement.

ii) Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its

Subsidiaries exists or, to the knowledge of the Company, is threatened which would result in a Material Adverse Effect.

jj) Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect

to the offering and sale of the Securities, will be an “investment company” or an entity “controlled” by an “investment

company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

kk) Operations. The operations of the Company and its Subsidiaries are and have been conducted at all

times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions

Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder

and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,

the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is

pending or, to the knowledge of the Company, threatened.

ll) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships

between and/or among the Company, and/or any of its affiliates and any unconsolidated entity, including, but not limited to, any structured

finance, special purpose or limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably

be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including

those Off-Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of

Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Disclosure Package

and the Prospectus which have not been described as required.

mm) FINRA. All of the information provided to the Underwriters or to counsel for the Underwriters by

the Company, its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities

of the Company in connection with the offering of the Securities is true, complete, correct and compliant with FINRA’s rules and

any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or National Association of Securities

Dealers Conduct Rules is true, complete and correct.

nn) Underwriter Agreements. Except as disclosed in the Registration Statement, the Disclosure Package

and the Prospectus, the Company is not a party to any agreement with an agent or underwriter for any “at the market” or continuous

equity transaction.

oo) ERISA. To the knowledge of the Company, (i) each material employee benefit plan, within the

meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that

is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company

and any of its Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes,

orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);

(ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which

would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory

or administrative exemption; (iii) for each such plan that is subject to the funding rules of Section 412 of the Code or

Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred,

whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)

exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions; (iv) no plan

is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no

plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status”

or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) no “reportable event” (within

the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to

occur; (vi) each plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has

occurred, whether by action or by failure to act, which would cause the loss of such qualification; (vii) neither the Company nor

any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with

the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the

Company under Section 414(b),(c),(m) or (o) of the Code) has incurred, nor reasonably expects to incur, any liability under

Title IV of ERISA (other than contributions to the plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course

and without default) in respect of a plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of

ERISA); and (viii) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the

aggregate amount of contributions required to be made to all plans by the Company or its Controlled Group affiliates in the current fiscal

year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its

Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’

“accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared

to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case

with respect to the events or conditions set forth in (i) through (viii) hereof, as would not, individually or in the aggregate,

have a Material Adverse Effect.

pp) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A

of the Act and Section 21E of the Exchange Act) (a “Forward-Looking Statement”) contained in or incorporated by

reference in the Registration Statement, the Disclosure Package and the Prospectus has been made or reaffirmed without a reasonable basis

or has been disclosed other than in good faith.

qq) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of

the proceeds thereof by the Company as described in the Registration Statement, the Disclosure Package and the Prospectus will violate

Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

rr) Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such

amounts and covering such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their business

and as is customary for companies engaged in similar businesses in similar industries. The Company and its Subsidiaries are in compliance

with the terms of such policies and instruments in all material respects; and there are no material claims by the Company or any of its

Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation

of rights clause; neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for; and neither

the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and

when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost

that would not have a Material Adverse Effect.

ss) No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor any director, officer,

or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf

of the Company or any Subsidiary has, in the past five years, (x) used any corporate funds for any unlawful contribution, gift, entertainment

or other unlawful expense relating to political activity or (y) made or taken any act in furtherance of an offer, promise, or authorization

of any direct or indirect unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution

in violation of applicable law) or made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect

contribution or other payment to any official of, or candidate for, any federal, state, provincial, municipal, or foreign office or other

person charged with similar public or quasi-public duty in violation of any applicable law or of the character required to be disclosed

in the Disclosure Package or the Prospectus; (ii) no relationship or related-party transactions, direct or indirect, exists between

or among the Company or any Subsidiary, or, to the Company’s knowledge, any affiliate of any of them, on the one hand, and, to the

Company’s knowledge, the directors, officers and shareholders of the Company or any Subsidiary, on the other hand, that is required

by the Act to be described in the Registration Statement, the Disclosure Package and the Prospectus that is not so described; (iii) no

relationship, direct or indirect, exists between or among the Company or any Subsidiary, or, to the Company’s knowledge, any affiliate

of them, on the one hand, and, to the Company’s knowledge, the directors, officers, or shareholders of the Company or any Subsidiary,

on the other hand, that is required by the rules of FINRA to be described in the Registration Statement, the Disclosure Package and

the Prospectus that is not so described; (iv) there are no material outstanding loans or advances or material guarantees of indebtedness

by the Company or any Subsidiary to or for the benefit of any of their respective officers or directors or any of the members of the families

of any of them; (v) neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director, officer or employee

of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company

or any Subsidiary has (A) violated or is in violation of any applicable provision of (x) the U.S. Foreign Corrupt Practices

Act of 1977, as amended, and the rules and regulations promulgated thereunder (the “FCPA”), including, without

limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment,

promise to pay or authorization of the direct or indirect payment of any money, or other property, gift, promise to give, or authorization

of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political

party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and (y) the Corruption of

Foreign Public Officials Act (Canada), the UK Bribery Act 2010 or any other applicable anti-bribery or anti-corruption law (collectively,

“Anti-Corruption Laws”), (B) promised, offered, provided, attempted to provide, requested, authorized or taken

an act in furtherance of any unlawful bribe, rebate payoff, influence payment, kickback or the provision of anything of value, directly

or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or

securing any improper advantage; or (C) made any payment of funds of the Company or any Subsidiary or received or retained any funds

in violation of any Anti-Corruption Laws; and (vi) the Company and its Subsidiaries have and, to the knowledge of the Company, its

affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed

to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

tt) Status Under the Act. (i) At the Effective Date and (ii) as of the Execution Time (with

such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an ineligible issuer

as defined in Rule 405 under the Act in connection with the offering of the Securities.

uu) Testing the Waters Communications. The Company (i) has not alone engaged in any Testing-the-Waters

Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are reasonably believed

to be qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors

within the meaning of Rule 501 under the Act and (ii) has not authorized anyone other than the Representatives to engage in

Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking

Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications.

“Testing-the-Waters Communication” means any oral or written communication within the meaning of Rule 405 under

the Act with potential investors undertaken in reliance on Section 5(d) of the Act. “Written Testing-the-Waters Communication”

means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.

vv) No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus,

as of its issue date and as of the Execution Time, the First Closing Date and each applicable Option Closing Date, did not, does not and

will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement,

the Disclosure Package or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded

or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and

in conformity with written information furnished to the Company by the Underwriters specifically for use therein.

ww) No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the

Securities, nor the consummation of any of the transactions contemplated herein, nor the compliance by the Company with the terms and

provisions hereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute

a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property

or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of

the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such

conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation

of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of the provisions

of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction over

the Company.

xx) Sanctions. Neither the Company nor any of its Subsidiaries, directors, officers or employees, nor,

to the knowledge of the Company, any agent, affiliate, representative or other person associated with or acting on behalf of the Company

or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including,

without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S.

Department of State and including, without limitation, the designation as a “specially designated national” or “blocked

person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”),

Global Affairs Canada, the Canada Border Services Agency or any other relevant sanctions authority (collectively, “Sanctions”),

nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of

Sanctions, including, without limitation, Cuba, Iran, North Korea, and the Crimea, Donetsk People’s Republic, and Luhansk People’s

Republic regions of Ukraine (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the

proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary,

joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person or entity

that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities

of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person or entity (including

any person or entity participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions.

Since April 24, 2019, the Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not

engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target

of Sanctions or with any Sanctioned Country. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any

director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned

or otherwise controlled by a person that is: (x) the subject of any Sanctions; or (y) located, organized or resident in a Sanctioned

Country.

yy) Stock Transfer Taxes. On the First Closing Date and each applicable Option Closing Date, all stock

transfer taxes (other than income or withholding taxes) which are required to be paid in Canada or any political subdivision or tax authority

thereof in connection with the sale and transfer of the Securities to be sold hereunder to the Underwriters will be, or will have been,

fully paid or provided for by the Company and all laws imposing such taxes in Canada or any political subdivision or tax authority thereof

will be or will have been fully complied with.

zz) Compliance with Laws. The Company and each of its Subsidiaries are in compliance with all applicable

laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business;

the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give

rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated

change to any applicable law or regulation or governmental position; in each case that would materially adversely affect the business

of the Company or the business or legal environment under which the Company operates. Each of the Company and its Subsidiaries: (A) is

and at all times has been in compliance with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture,

packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of

any product manufactured or distributed by the Company or its Subsidiaries (“Applicable Laws”); (B) has not received

any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the FDA or any

other Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances,

authorizations, permits, certifications, consents, grants, exemptions, notifications, orders, and other authorizations as well as supplements

or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all Authorizations

and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations; (D) has

not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any

Governmental Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations

and has no knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action,

suit, investigation or proceeding; (E) has not received notice that any Governmental Authority has taken, is taking or intends to

take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Authority is considering

such action; (F) has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims,

submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms,

notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed (or were

corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted,

or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post sale warning,

“dear healthcare provider” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product

or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to

initiate any such notice or action, except in the case of clauses (A)-(G) as could not, individually or in the aggregate, reasonably

be expected to result in a Material Adverse Effect.

aaa) Statistical and Market-Related Data. The statistical, demographic and market-related data included

in the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources that the Company believes

to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such

sources.

bbb) Cybersecurity. The Company and its Subsidiaries’ information technology assets and equipment,

computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”)

are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the

Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.

The Company and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls,

policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation,

redundancy and security of all IT Systems and data, including all “Personal Data” (defined below) and all sensitive, confidential

or regulated data (“Confidential Data”) used in connection with their businesses. “Personal Data”

means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or

tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account

number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission

Act, as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance

Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively,

“HIPAA”); (v) any “personal information” as defined by the California Consumer Privacy Act (“CCPA”)

or the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”); and (vi) any other piece

of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any

data related to an identified person’s health or sexual orientation. There have been no actual or reasonably suspected breaches,

violations, outages, loss of, unauthorized uses or disclosure of or accesses to Personal Data, except for those that have been remedied

without material cost or liability or the duty to notify any other person, including pursuant to any Privacy Laws (as defined below) or

contract, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently

in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems,

Confidential Data, and Personal Data and to the protection of such IT Systems, Confidential Data, and Personal Data from unauthorized

use, access, misappropriation or modification.

ccc) Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times

were, in compliance with all applicable state, provincial and federal data privacy and security laws and regulations, including without

limitation HIPAA, CCPA, PIPEDA and applicable substantially similar provincial privacy laws, and the GDPR (collectively, the “Privacy

Laws”), other than for such instances of non-compliance which would not, individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Company has in place, complies with, and takes

appropriate steps to ensure compliance in all material respects with their policies and procedures relating to data privacy and security

and the collection, storage, use, processing, disclosure, handling, and analysis of Personal Data and Confidential Data (the “Policies”).

The Company has at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements,

and none of such disclosures made or contained in any Policy have been inaccurate or in violation of any applicable laws and regulatory

rules or requirements, other than for such instances of non-compliance which would not, individually or in the aggregate, reasonably

be expected to result in a Material Adverse Effect. The Company further certifies that neither it nor any subsidiary: (i) has received

written notice of any violation of any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected

to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or

other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation

or liability under any Privacy Law, other than for such instances which would not, individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

ddd) Emerging Growth Company Status. From the time of the initial filing of the Company’s first

registration statement with the Commission through the date hereof, the Company has been and is an “emerging growth company,”

as defined in Section 2(a) of the Act (an “Emerging Growth Company”).

eee) Domestic Company. While the Company is organized under the laws of the Province of British Columbia,

Canada, the Company is treated as a domestic corporation under Section 7874(b) of the Code for U.S. federal income tax purposes.

fff) Compliance with Canadian Securities Laws. The issuance and sale of the Securities hereunder by

the Company are exempt from the prospectus requirements of all applicable securities laws of British Columbia and the federal laws of

Canada applicable therein and the instruments, rules, regulations, blanket order, blanket rulings, applicable published policies, policy

statements and notices of the applicable Canadian securities regulators in each of the provinces and territories in which the Company

is a reporting issuer (“Canadian Securities Laws”), and no prospectus or other document is required to be filed under

Canadian Securities Laws and no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities

is required to be obtained by the Company under Canadian Securities Laws to permit such issuance and sale, other than the filing of the

Preliminary Prospectus and the Prospectus (and any amendments or supplements thereto, as applicable) with the British Columbia Securities

Commission as soon as practicable after it is filed with the Commission pursuant to Rule 430B and Rule 424(b) of the Act.

ggg) No Immunity; Legal Action. Except as provided by laws or statutes generally applicable to transactions

of the type described in this Agreement, neither the Company nor any of its Subsidiaries or their respective properties or assets has

immunity under Canadian, U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in

any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any Canadian, U.S. federal or New York

state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution

of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court

with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and,

to the extent that the Company or any of its Subsidiaries or any of their respective properties, assets or revenues may have or may hereafter

become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated

by this Agreement, may at any time be commenced, the Company has waived, and it will waive, or will cause its subsidiaries to waive, such

right to the extent permitted by law. A holder of the Common Shares and each Underwriter is entitled to sue as plaintiff in the court

of the jurisdiction of formation and domicile of the Company for the enforcement of its respective rights under this Agreement and such

access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated

in such jurisdiction.

hhh) Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement

is a valid choice of law under the laws of the Province of British Columbia and the federal laws of Canada applicable therein and will

be honored by the courts of the Province of British Columbia. The Company has the power to submit, and has legally, validly, effectively

and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of

New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such

court.

iii) Legality; Enforcement of Foreign Judgments. The legality, validity, enforceability or admissibility

into evidence of any of the Registration Statement, the Disclosure Package or the Prospectus, this Agreement or the Securities in any

jurisdiction in which the Company is organized or does business is not dependent upon such document being submitted into, filed or recorded

with any court or other authority in any such jurisdiction on or before the date that this representation is made or that any tax, imposition

or charge be paid in any such jurisdiction on or in respect of any such document. The indemnification and contribution provisions set

forth in this Agreement do not contravene the applicable laws of the Province of British Columbia or public policy. Any final judgment

for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction

under its own laws in respect of any suit, action or proceeding against the Company based upon this Agreement would be declared enforceable

against the Company by the courts of the Province of British Columbia, without reconsideration or reexamination of the merits.

jjj) Lending Relationship. The Company (i) does not have any material lending or other relationship

with any banking or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the

Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

kkk) Outbound Investment Security Program. Neither the Company

nor any of the Subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. §850.209. Neither the

Company nor any of the Subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered activity”,

as that term is defined in in 31 C.F.R. §850.208 (“Covered Activity”). The Company does not have any joint ventures

that engage in or plans to engage in any Covered Activity. The Company does not, directly or indirectly, hold a board seat on, have a

voting or equity interest in, or have any contractual power to direct or cause the direction of the management or policies of any person

or persons that engages or plans to engage in any Covered Activity.

Any certificate signed by

any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the

Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

2.            Purchase

and Sale.

(a)            The

Firm Shares. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company

agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase

price per Firm Share of $32.045, the number of Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto.

(b)            First

Closing Date Delivery and Payment.

(i)            The

Company shall deliver, or cause to be delivered to the Representatives for the accounts of the several Underwriters the Firm Shares to

be sold by them at the First Closing Date in accordance with the Underwriters’ instructions, at 10:00 a.m., New York City time,

on June 25, 2026, or at such time on such later date not more than one Business Day after the foregoing date as the Representatives

shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9

hereof (such date and time of delivery and payment for the Firm Shares being herein called the “First Closing Date”),

against the irrevocable release to the Company of a wire transfer of immediately available funds for the amount of the purchase price

therefor. If the Representatives so elect, delivery of the Firm Shares may be made by credit to the account designated by the Representatives

through The Depository Trust Company’s full fast transfer or DWAC programs. If the Representatives so elect, the certificates for

the Firm Shares, if any, shall be registered in such names and denominations as the Representatives shall have requested at least one

full Business Days prior to the First Closing Date and shall be made available for inspection on the Business Day preceding the First

Closing Date at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time

and place specified in this Agreement is a further condition to the obligations of the Underwriters. “Business Day”

shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized

or obligated by law to close in New York City.

3.            The

Optional Shares. (a) In addition, subject to the terms and conditions and in reliance upon the representations and

warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly,

up to an aggregate of 3,088,235 Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for

the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm

Shares but not payable on the Optional Shares. The option granted hereunder may be exercised at any time and from time to time in

whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the

date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters

are exercising the option; and (ii) the time, date and place for the electronic settlement for the Optional Shares (which time

and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are

simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of

the book-entry positions for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the

First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not

be earlier than one or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to

be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such

adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number

of Optional Shares to be purchased as the number of Optional Shares set forth on Schedule I opposite the name of such Underwriter

bears to the total number of Optional Shares. The Representatives may cancel the option at any time prior to its expiration by

giving written notice of such cancellation to the Company.

(b)            Option

Closing Date Delivery and Payment. The Company shall also deliver, or cause to be delivered to the Representatives for the accounts

of the several Underwriters, the Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable

Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase

price therefor. If the Representatives so elect, delivery of the Optional Shares may be made by credit to the account designated by the

Representatives through The Depository Trust Company’s full fast transfer or DWAC programs. If the Representatives so elect, the

certificates for the Optional Shares, if any, shall be registered in such names and denominations as the Representatives shall have requested

at least one full Business Days prior to the First Closing Date or the applicable Option Closing Date, as the case may be, and shall be

made available for inspection on the Business Day preceding such date at a location in New York City as the Representatives may designate.

Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations

of the Underwriters.

4.            Offering

by Underwriters. It is understood that the Underwriters propose to offer the Securities for sale to the public as set forth in

the Prospectus. Each of the Underwriters covenants to the Company that it will not offer or sell any of the Securities in Canada or

knowingly to a person resident in Canada for purposes of the Income Tax Act (Canada) pursuant to this Agreement. Each

Underwriter that is not resident in Canada for the purposes of the Income Tax Act (Canada) severally and not jointly

represents and warrants to the Company that such Underwriter has not rendered nor will it render any services hereunder physically

in Canada and no portion of any discount, fee, commission or other amount payable to such Underwriter will relate to services

rendered physically in Canada.

5.            Agreements.

The Company agrees with the several Underwriters that:

(a)            Prior

to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement

to the Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment

or supplement to which you reasonably object. The Company will cause the Prospectus, properly completed, and any supplement thereto to

be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within

the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will comply

with the requirements of Rule 430B and promptly advise the Representatives (i) when the Prospectus or any supplement thereto

shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering

of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by

the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional

information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement

or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose or pursuant to Section 8(A) of

the Act, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities

for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose and (vi) of the receipt by the

Company of any comments from the Commission. The Company will use its best efforts to prevent the issuance of any such stop order or the

occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice

of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including,

if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have

such amendment or new registration statement declared effective as soon as practicable. The Company shall pay the required Commission

filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the Act without regard to the proviso

therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act (including, if applicable, by updating the

“Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment

to the Registration Statement or in an exhibit to a prospectus filed pursuant to Rule 424(b)).

(b)            If,

at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of which the

Disclosure Package would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify

promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend

or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in

such quantities as you may reasonably request.

at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such

requirement may be satisfied pursuant to Rule 172 under the Act (“Rule 172”)) (the “Prospectus Delivery

Period”), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a

material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which

they were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement or

supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will (i) notify the Representatives

of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5,

an amendment or supplement which will correct such statement or omission or effect such compliance; and (iii) supply any supplemented

Prospectus to you in such quantities as you may reasonably request.

(d)            During

the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission pursuant to Sections 13,

14 and 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.

(e)            As

soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement

or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(f)            Upon

request, the Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration

Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and,

so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement

may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and each Issuer Free Writing

Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or

other production of all documents relating to the offering of the Securities.

(g)            The

Company will use its reasonable best efforts to arrange, if necessary, for the qualification of the Securities for sale under the laws

of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the

distribution of the Securities; provided that (i) in no event shall the Company be obligated to qualify to do business in any jurisdiction

where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising

out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject and (ii) no Securities shall be

offered and sold in Canada or knowingly to a resident in Canada, pursuant to this Agreement.

(h)            The

Company will not, without the prior written consent of the Representatives, (x) offer, sell, contract to sell, pledge, or otherwise

transfer or dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition

(whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate

of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing

(or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent

position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other Common

Shares or any securities convertible into, or exercisable, or exchangeable for, Common Shares or other equity securities of the Company

or any securities convertible into, or exercisable, or exchangeable for, any of the foregoing; (y) enter into any swap or any other

agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the

Common Shares, whether any such swap or transaction described in clause (x) or (y) above is to be settled by delivery of Common

Shares or such other securities, in cash or otherwise; or publicly announce an intention to effect any such transaction described in clauses

(x) and (y), for a period of 60 days after the date of this Agreement, provided, however, that the Company may (a) issue

and sell Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, (i) pursuant to the

transactions contemplated by this Agreement or (ii) pursuant to any employee stock option plan, performance and restricted share

unit plan, inducement plan, stock ownership plan, equity incentive plan or dividend reinvestment plan of the Company in effect at the

Execution Time and disclosed in the Registration Statement, the Disclosure Package or the Prospectus (any such plan, a “Company

Plan”), (b) file one or more registration statements on Form S-8 relating to any Company Plan, and (c) issue

Common Shares issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time and described in

the Prospectus.

(i)            Until

the Representatives shall have notified the Company of the completion of the resale of the Securities, the Company will not take, and

will use its reasonable best efforts to cause its affiliated purchasers (as defined in Regulation M (“Regulation M”) under

the Exchange Act) not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected

to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company

to facilitate the sale or resale of the Securities or to result in a violation of Regulation M.

(j)            The

Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and

filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus,

the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction)

and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement,

each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them,

as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation,

printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection

with the original issuance and sale of the Securities to the Underwriters; (iv) the printing (or reproduction) and delivery of this

Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the

offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the

Nasdaq Global Select Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or

blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating

to such registration and qualification); (vii) the reasonable costs, fees and expenses incurred by the Underwriters in connection

with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the

offering and distribution of the Securities, including reasonable fees and disbursements of counsel to the Underwriters; (viii) the

transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective

purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants, registrar or transfer agent for the

Securities and counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the

performance by the Company of its obligations hereunder; provided, however, that the reasonable fees and disbursements of counsel for

the Underwriters incurred pursuant to clause (vii) of this Section 5(j) shall not exceed $20,000 in the aggregate.

(k)            The

Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally

and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of

the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus

or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the

Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect

of the Free Writing Prospectuses included in Schedule II hereto and any electronic roadshow. Any such free writing prospectus consented

to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company

agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing

Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable

to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(l)            The

Company will notify promptly the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later

of (a) completion of the distribution of the Securities within the meaning of the Act and (b) completion of the 60-day restricted

period referred to in Section 5(h) hereof.

(m)            If

at any time following the distribution of any Written Testing-the-Waters Communication, any event occurs as a result of which such Written

Testing-the-Waters Communication would include any untrue statement of a material fact or omit to state any material fact necessary to

make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will

(i) notify promptly the Representatives so that use of the Written Testing-the-Waters Communication may cease until it is amended

or supplemented; (ii) amend or supplement the Written Testing-the-Waters Communication to correct such statement or omission; and

(iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.

(n)            The

Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation,

the Sarbanes-Oxley Act, and will use its reasonable best efforts to cause the Company’s directors and officers, in their capacities

as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

(o)            The

Company will use the net proceeds received by the Company from the sale of the Securities by it in the manner specified in the Preliminary

Prospectus and Prospectus under the caption “Use of Proceeds.”

(p)            The

Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Securities.

(q)            In

reliance on the representation of each of the Underwriters that is not a resident of Canada for purposes of the Income Tax Act

(Canada) in Section 4 hereof, the Company acknowledges that it has no obligation pursuant to section 105 of the Income Tax Regulations

(Canada) to withhold on any amounts payable to such Underwriters hereunder.

(r)            The

Company will indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including

any interest and penalties, on the sale of the Securities by the Company to the Underwriters and on the execution and delivery of this

Agreement. All indemnity payments to be made by the Company hereunder in respect of this Section 5(r) shall be made without

withholding or deduction for or on account of any present or future Canadian taxes, duties or governmental shares whatsoever unless the

Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, except for any net income, capital gains

or franchise taxes imposed on the Underwriters by Canada or the United States or any political subdivision of taxing authority thereof

or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by

this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, the Company shall pay such additional

amounts as may be necessary in order to ensure that the net amounts received after such withholding or deductions shall equal the amounts

that would have been received if no withholding or deduction has been made. If applicable, and upon reasonable request, the Company shall

provide to the Representatives evidence of such payment of taxes, duties or charges made to the relevant governmental authority within

30 days thereof and shall also provide to the Representatives any official tax receipt or other documentation issued by the appropriate

governmental authorities with respect to such payment.

(s)            The

Company will use its best efforts to list the Securities on the Exchange.

6.            Conditions

to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy

of the representations and warranties on the part of the Company contained herein as of the Execution Time, each of the First Closing

Date and each Option Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions

hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a)            The

Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any material

required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the

applicable time periods prescribed for such filings by Rule 433; all requests by the Commission for additional information shall

have been complied with to the reasonable satisfaction of the Representatives; and no stop order suspending the effectiveness of the Registration

Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8(A) of

the Act shall have been instituted or threatened.

(b)            (i)

On each of the First Closing Date and each Option Closing Date, the Company shall have requested and caused Hogan Lovells US LLP, counsel

for the Company, to have furnished to the Representatives their opinion, dated as of such date, and addressed to the Representatives,

in form and substance reasonably satisfactory to the Representatives.

(ii) On each

of the First Closing Date and each Option Closing Date, the Company shall have requested and caused Osler, Hoskin & Harcourt

LLP, counsel for the Company with respect to matters of Canadian law, to have furnished to the Representatives their opinion, dated as

of such date, and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives.

(iii) On each

of the First Closing Date and each Option Closing Date, the Company shall have requested and caused Cooley LLP, as counsel for the Company

with respect to intellectual property matters, to have furnished to the Representatives their opinion, dated as of such date, and addressed

to the Representatives, in form and substance reasonably satisfactory to the Representatives.

(iv) On each

of the First Closing Date and each Option Closing Date, the Company shall have requested and caused the Chief Legal Officer and Corporate

Secretary of the Company to have furnished to the Representatives an opinion with respect to regulatory matters, dated as of such date,

and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives.

each of the First Closing Date and each Option Closing Date, the Representatives shall have received from Covington & Burling

LLP, counsel for the Underwriters, such opinion, dated as of such date, and addressed to the Representatives, with respect to the issuance

and sale of the Securities, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto)

and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents

as they request for the purpose of enabling them to pass upon such matters.

(d)            On

each of the First Closing Date and each Option Closing Date, the Company shall have furnished to the Representatives a certificate of

the Company, signed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, dated as of such date,

to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Prospectus

and any amendment or supplement thereto, as well as each electronic roadshow used in connection with the offering of the Securities, and

this Agreement and that:

(i)            the

representations and warranties of the Company in this Agreement are true and correct on and as of each of the First Closing Date and the

Option Closing Date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all

the conditions on its part to be performed or satisfied at or prior to such date;

(ii)            the

Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement

or any notice objecting to its use has been issued and no proceedings for that purpose or pursuant to Section 8(A) of the Act

have been instituted or, to the Company’s knowledge, threatened; and

(iii)            since

the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Prospectus (exclusive

of any amendment or supplement thereto), there has been no Material Adverse Effect.

(e)            On

each of the First Closing Date and each Option Closing Date, the Company shall have requested and caused the Accountant to have furnished

to the Representatives, at the Execution Time and at the First Closing Date and each Option Closing Date, letters, dated respectively

as of the Execution Time, the First Closing Date and each Option Closing Date, in form and substance satisfactory to the Representatives.

(f)            On

each of the First Closing Date and each Option Closing Date, the Company shall have furnished to the Representatives, at the Execution

Time and at the First Closing Date and each applicable Option Closing Date, certificates of the Company dated respectively as of the Execution

Time and as of the First Closing Date and each Option Closing Date, with respect to certain financial data, signed by the principal financial

or accounting officer of the Company, in form and substance satisfactory to the Representatives.

(g)            Subsequent

to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment

thereof) and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease

specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) any change, or any development

involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company

and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth

in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) the effect of which,

in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse

as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration

Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(h)            Prior

to each of the First Closing Date and each Option Closing Date, the Company shall have furnished to the Representatives such further information,

certificates and documents as the Representatives may reasonably request.

(i)            The

FINRA, upon review, if any, of the terms of the public offering of the Securities, shall not have objected to such offering, such terms

or the Underwriters’ participation in same.

(j)            Prior

to the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto

(the “Lock-Up Agreement”) from each officer and director of the Company listed on Schedule V hereto addressed to the

Representatives. The Company will use its best efforts to enforce the terms of each Lock-Up Agreement and will issue stop-transfer instructions

to the transfer agent for the Common Shares with respect to any transaction or contemplated transaction that would constitute a breach

of or default under the applicable Lock-Up Agreement.

(k)            The

Company shall not have received an objection from the Exchange with respect to the listing of additional shares notification that it filed

with the Exchange in connection with the Securities and satisfactory evidence of such actions shall have been provided to the Representatives.

(l)             Neither

the Company nor its Subsidiaries have any debt securities or preferred stock that are rated by any “nationally recognized statistical

rating agency” (as defined in Section 3(a)(62) of the Exchange Act).

(m)           No

action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state

or foreign governmental or regulatory authority that would, as of each First Closing Date and each Option Closing Date, prevent the issuance

or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of

the each First Closing Date and each Option Closing Date prevent the issuance or sale of the Securities.

If any of the conditions specified

in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates

mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel

for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the

First Closing Date and, with respect to the Optional Shares, at, or at any time prior to, the applicable Option Closing Date by the Representatives.

Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to

be delivered by this Section 6 shall be delivered at the office of Covington & Burling, LLP, counsel for the Underwriters,

at 30 Hudson Yards, New York, NY 10001 (or such other place as mutually may be agreed upon) on or before the First Closing Date or Option

Closing Date, as applicable.

7.            Reimbursement

of Underwriters’ Expenses. If this Agreement is terminated because any condition to the obligations of the Underwriters

set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 11 hereof or because of any

refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other

than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the

Representatives on demand for all documented, accountable, out-of-pocket expenses (including reasonable fees and disbursements of

counsel for the Underwriters) actually incurred by them in connection with the proposed purchase and sale of the Securities;

provided that if this Agreement is terminated by the Representatives pursuant to Section 9 hereof, the Company will have no

obligation to reimburse any defaulting Underwriter.

8.            Indemnification

and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers,

employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the

Act or the Exchange Act (collectively, “Underwriter Indemnitees”) against any and all losses, claims, damages or

liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or

state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in

respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the

Registration Statement as originally filed or in any amendment thereof, or in any Preliminary Prospectus, or the Prospectus, or any

Issuer Free Writing Prospectus, or any Disclosure Package, any roadshow defined in Rule 433(h) of the Act or any Written

Testing-the-Waters Communication or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or

alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not

misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by

them (including the reasonable fees and disbursements of counsel chosen by the Representatives) in connection with investigating or

defending any such loss, claim, damage, liability or action, including any investigation or proceeding by any governmental agency or

body, commenced or threatened, or the settlement thereof (provided that, subject to Section 8(d) below, any such

settlement is effected with the written consent of the Company); provided, however, that the Company will not be

liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue

statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written

information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion

therein and identified in Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the

Company may otherwise have.

(b)            Each

Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who

signed the Registration Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the

Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only

with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through

the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will

be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the following statements set forth

in (i) the selling concession figure appearing in the third paragraph under the heading “Underwriting” and (ii) the

information describing passive market making activities and stabilization contained in the first, fourth, fifth and seventh sentences

in the fourteenth paragraph beginning with the words “In connection with this offering” and the fifteenth paragraph beginning

with the words “The underwriters have advised us” under the caption “Underwriting” relating to price stabilization,

short positions and penalty bids, in each case contained in the Preliminary Prospectus and the Prospectus, constitute the only information

furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus, the Prospectus, any Issuer

Free Writing Prospectus, or any Written Testing-the-Waters Communication.

after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will,

if a claim in respect thereof is to be made against an indemnifying party under subsection (a) or (b) above, notify the indemnifying

party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may

have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of

substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve

it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In the case

of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties shall be selected by the Representatives,

and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified parties shall be selected

by the Company and be reasonably satisfactory to the Representatives; provided, however, that counsel to the indemnifying party shall

not (except with the consent of the indemnified party) also be counsel to the indemnified party.

(d)            In

any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such separate

counsel to the indemnified party in the defense of any such action shall be at the expense of such indemnified party, unless (i) the

indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within

a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably

concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying

party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and

the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing

interests between them. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition

to any relevant local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate

but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying

party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in

respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified

party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that

are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure

to act by or on behalf of an indemnified party.

(e)            If

at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of

counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 8(a) hereof

effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying

party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least

30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified

party in accordance with such request prior to the date of such settlement.

(f)            In

the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient

to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate

losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating, preparing

or defending the same, including against any litigation, investigation or proceeding by any governmental agency or body, commenced or

threatened, or any claim whatsoever based on any untrue or alleged untrue statement or omission or alleged omission referred to in Section 8(a))

(collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion

as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the

offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company

and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also

the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions

which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed

to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters

shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the

Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement

of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the

one hand or by the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity

to correct or prevent such untrue statement or omission.

(g)            The

Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (f) above were determined

by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to in paragraph

(f) above. In no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering

of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased

by such Underwriter hereunder. Notwithstanding the provisions of this paragraph (g), no person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either

the Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to

contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each

officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to

contribution as the Company, subject in each case to the applicable terms and conditions of this Section 8(g). The Underwriters’

respective obligations to contribute pursuant to Section 8(f) are several in proportion to the number of Securities set forth

opposite their respective names in Schedule I hereto and not joint.

(h)            The

remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available

to any indemnified person at law or in equity.

9.            Default

by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be

purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance

of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in

the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the

aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting

Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate

amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the

aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all,

but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all

the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a

default by any Underwriter as set forth in this Section 9, the First Closing Date or Option Closing Date, as applicable, shall

be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required

changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing

contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting

Underwriter for damages occasioned by its default hereunder.

10.            Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

used in this section:

“BHC Act Affiliate” has the

meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any

of the following:

(i)            a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)           a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)          a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

11.            Termination.

This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company

prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the

Company’s Common Shares shall have been suspended by the Commission or the Exchange or trading in securities generally on the

New York Stock Exchange or the Exchange shall have been suspended or limited or minimum prices shall have been established on either

of such exchanges, (ii) a banking moratorium shall have been declared either by U.S. Federal, Canadian or New York State

authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a

national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole

judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as

contemplated by the Preliminary Prospectus or the Prospectus (exclusive of any amendment or supplement thereto).

12.            Representations

and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company

or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless

of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling

persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7

and 8 hereof shall survive the termination or cancellation of this Agreement.

13.            Notices.

All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered

or faxed to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Attention: Equity Syndicate Desk, to Jefferies LLC,

520 Madison Avenue, New York, New York 10022; Attention: Global Head of Syndicate, to Leerink Partners LLC, 1301 Avenue of the Americas,

5th Floor, New York, New York 10019; Attention: Stuart R. Nayman and to BofA Securities at One Bryant Park, New York, NY 10036, attention

of Syndicate Department, with a copy to ECM Legal; with a copy (which shall not constitute notice) to Covington & Burling, 30

Hudson Yards, New York, New York 10001, Attention: Brian K. Rosenzweig; or, if sent to the Company, will be mailed, delivered or faxed

to Definium Therapeutics, Inc., One World Trade Center, Suite 8500, New York, NY 10007, Attention: Robert Barrow; with a copy

(which shall not constitute notice) to Hogan Lovells US LLP, 1735 Market Street, Suite 2300, Philadelphia, PA 19103, Attention: Steven

J. Abrams.

14.            Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,

employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation

hereunder.

15.            No

Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement

is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through

which it may be acting, on the other, (b) the Underwriters are acting as principal and not as a financial advisor, agent or fiduciary

of the Company, any of its subsidiaries or their respective shareholders, creditors, employees or any other party and (c) the Company’s

engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors

and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection

with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other

matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or

owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company

shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and

appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility

or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions

contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall

not be on behalf of the Company.

16.            Integration.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,

or any of them, with respect to the subject matter hereof.

17.            Applicable

Law and Submission to Jurisdiction. This Agreement and any claim, controversy or dispute arising under or related to this

Agreement or the transactions contemplated hereby (including without limitation, any claims sounding in equity, statutory law,

contract law or tort law arising out of the subject matter hereof) shall be governed by and construed in accordance with the laws of

the State of New York, without giving effect to its conflicts of laws doctrine. The Company hereby submits to the exclusive

jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or

proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection

which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that

final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may

be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. The Company irrevocably

appoints Mark Sullivan, located at One World Trade Center, Suite 8500, New York, New York 10007, as its authorized agent in the

Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that

service of process upon such authorized agent, and written notice of such service to the Company by the person serving the same to

the address provided in this Section 17, shall be deemed in every respect effective service of process upon the Company in any

such suit or proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and has

agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action as may be

necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years

from the date of this Agreement.

18.            Waiver

of Jury Trial and Immunity. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all

right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of Canada,

or any political subdivision thereof, the United States or the State of New York, or any jurisdiction in which it owns or leases

property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution,

execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company hereby

irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

19.            Judgment

Currency. The Company agrees to indemnify each Underwriter and Underwriter Indemnitee against any loss incurred by such Underwriter

as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid

in a currency (the “Judgment Currency”) other than U.S. dollars and as a result of any variation as between (i) the

rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and

(ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the Judgment Currency

actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company

and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange”

shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

20.            Counterparts.

This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall

constitute one and the same agreement.

21.            Headings.

The section headings used herein are for convenience only and shall not affect the construction hereof.

22.            Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

23.            Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance

shall represent a binding agreement among the Company and the several Underwriters.

Very truly yours,

Definium Therapeutics, Inc.

By:

/s/ Robert Barrow

Name:

Robert Barrow

Title:

Chief Executive Officer

[Signature Page to Underwriting

Agreement]

The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.

J.P. Morgan Securities LLC

Jefferies LLC

Leerink Partners LLC

BofA Securities, Inc.

By: J.P. Morgan Securities LLC

By:

/s/ Brandon Petillo

Name: Brandon Petillo

Title: ECM Executive Director

By:

Jefferies LLC

By:

/s/ Jack Fabbri

Name: Jack Fabbri

Title: Managing Director

By:

Leerink Partners LLC

By:

/s/ Brian Swanson

Name: Brian Swanson

Title: Senior Managing Director

By:

BofA Securities, Inc.

By:

/s/ Joseph Marucheck

Name: Joseph Marucheck

Title: Managing Director

For themselves and the other several

Underwriters named in Schedule I to

the foregoing Agreement.

[Signature Page to Underwriting

Agreement]

Schedule I

Underwriters

Number

of Firm Shares

to be Purchased

J.P. Morgan Securities LLC

4,735,294

Jefferies LLC

3,294,118

Leerink Partners LLC

3,294,118

BofA Securities, Inc.

3,294,118

Evercore Group L.L.C.

2,470,588

Stifel, Nicolaus & Company, Incorporated

2,470,588

Oppenheimer & Co. Inc.

514,706

LifeSci Capital LLC

514,706

Total

20,588,236

Schedule II

Schedule of Issuer Free Writing Prospectuses included in the Disclosure

Package:

Investor presentation dated June 22, 2026.

Schedule III

Schedule of Significant Subsidiaries:

Definium Therapeutics US, Inc.

Healthmode, Inc.

Schedule IV

Pricing Terms:

1. The Company is selling 20,588,236 Common Shares.

2. The Company has granted an option to the Underwriters to purchase up to an additional 3,088,235 Common Shares.

3. The public offering price per Common Share is $34.00.

Schedule V

Schedule of Directors and Officers Subject to Lock-Up:

· Robert Barrow

· Brandi L. Roberts

· Daniel Karlin

· Mark R. Sullivan

· Carol A. Vallone

· Andreas Krebs

· David Gryska

· Matthew Wiley

· Suzanne Bruhn

· Roger Crystal

· Roger Adsett

EXHIBIT A – Form of Lock-Up

Agreement

Definium Therapeutics, Inc.

Public Offering of Common Shares

June 22, 2026

J.P. Morgan Securities LLC

Jefferies LLC

Leerink Partners LLC

BofA Securities, Inc.

As Representatives of the several Underwriters

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o Leerink Partners LLC

1301 Avenue of the Americas, 5th Floor

New York, New York 10019

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Ladies and Gentlemen:

This

letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among

Definium Therapeutics, Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Company”),

and J.P. Morgan Securities LLC, Jefferies LLC, Leerink Partners LLC and BofA Securities, Inc. (the “Representatives”)

as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common shares, no par value

per share (the “Common Shares”), of the Company (the “Offering”).

In order to induce you and the

other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives,

(1) offer, sell, contract to sell, pledge or otherwise transfer or dispose of (or enter into any transaction which is designed to,

or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to

cash settlement or otherwise) by the undersigned or any immediate family members residing in the same household as the undersigned), directly

or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission

in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning

of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations

of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities

convertible into, or exercisable or exchangeable for such capital stock (collectively, “Securities”) which may be deemed to

be beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the undersigned, or (2) publicly announce

an intention to effect any such transaction, for a period from the date hereof until 60 days after the date of the Underwriting Agreement

(the “Restricted Period”). The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging

in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry

into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described

or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether

by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any

Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Securities,

in cash or otherwise.

Notwithstanding the foregoing,

and subject to the conditions below, the undersigned shall be permitted to transfer the undersigned’s Securities without the prior

written consent of the Representatives, provided that (1) in any such case described in clauses (i) through (iv), (vi) and

(vii) below, the Representatives receive a signed lock-up agreement for the balance of the Restricted Period from each donee, trustee,

distributee, or transferee, as the case may be, (2) no filing by any party under Section 16 of the Exchange Act, or other public

announcement, shall be required to be made during the Restricted Period, except, in the case of clauses (i), (ii), (iii), (vii), (viii) and

(ix) below, a filing required to be made under Section 16 of the Exchange Act, which shall clearly indicate that (a) the

transfer relates to the circumstances described in clause (i), (ii), (iii), (vii), (viii) or (ix), as applicable, (b) for clause

(viii), other than shares transferred to the Company in the circumstances described in clause (viii), no shares were sold by the reporting

person, and (c) for clause (viii), any shares issued upon such exercise described in (viii) and not transferred to the Company

remain subject to the terms of this agreement, (3) the undersigned does not otherwise voluntarily effect any public filing, report

or announcement regarding such transfers and (4) in the case of clauses (i) through (iv), (vi) and (vii), any such transfer

does not involve a disposition for value:

(i)            as

a bona fide gift or gifts;

(ii)            to

any immediate family member of the undersigned or a trust established for the direct or indirect benefit of the undersigned or immediate

family members of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship

by blood, marriage or adoption, not more remote than first cousin);

(iii)            as

a distribution to partners, members, shareholders or trust beneficiaries of the undersigned;

(iv)            if

the undersigned is a corporation, partnership, limited liability company, trust or other business entity, to any direct or indirect affiliate

(as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or to any investment fund or other entity controlled

or managed by the undersigned or any investment fund or other entity that controls the undersigned;

(v)            to

the extent acquired in open market transactions after the completion of the Offering, provided, that no filing under Section 16 of

the Exchange Act or other public announcement reporting a reduction in beneficial ownership of Common Shares shall be required or be made

voluntarily by the undersigned as a result of any such transaction during the Restricted Period;

(vi)            by

will, testamentary document or intestate succession;

(vii)            pursuant

to a qualified domestic relations order, divorce decree or court order;

(viii)            (a) the

receipt by the undersigned from the Company of Common Shares upon the exercise of options, settlement of restricted share units or other

equity awards granted under a share incentive plan or other equity award plan, which plan is described in the registration statement related

to the Offering (the “Registration Statement”) and the prospectus related to the Offering (the “Prospectus”),

or the exercise of warrants outstanding and which are described in the Registration Statement and the Prospectus, or (b) the sale

or transfer of Common Shares or any securities convertible into Common Shares to the Company upon the vesting, exercise, or settlement

of restricted share units, options, warrants or other Company securities (including, in each case, by way of a “cashless”

or “net” exercise basis and any transfer to the Company necessary in respect of such amount needed for the payment of taxes,

including estimated taxes, and remittance payments due as a result of such vesting, settlement or exercise including by means of a “net

settlement,” or otherwise), provided that the shares received upon the vesting, exercise or settlement are subject to the terms

of this lock-up agreement; or

(ix)            sales

of Common Shares pursuant to a 10b5-1 Plan, including “sell-to-cover” sales; provided that such 10b5-1 Plan was established

prior to the execution of this letter agreement by the undersigned and such 10b5-1 Plan will not be amended or otherwise modified during

the Restricted Period without the prior written consent of the Company.

In addition, notwithstanding

the foregoing, the undersigned shall be permitted to transfer the undersigned’s Securities pursuant to a bona fide third-party tender

offer, merger, consolidation or other similar transaction made to all holders of the Company involving a Change of Control of the Company

and approved by the Company’s board of directors (including, without limitation, the entering into of any lock-up, voting or similar

agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Shares or such other securities

in favor of any such transaction); provided that, in the event that such Change of Control transaction is not completed, the undersigned’s

Securities shall remain subject to the restrictions contained in this lock-up agreement. “Change of Control” shall mean the

transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions,

to a person (as defined in Section 13(d)(3) of the Exchange Act) or group of affiliated persons (other than an Underwriter pursuant

to the Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would become

the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 50% of the outstanding voting power of

the voting securities of the Company (or the surviving entity) and for the avoidance of doubt, the Offering is not a Change of Control.

Furthermore, notwithstanding

the foregoing, the undersigned may establish a written trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer

of Securities, provided that (A) such plan does not provide for the transfer of Securities during the Restricted Period, (B) no

filing by any party under the Exchange Act or other public announcement shall be made regarding the establishment of any such plan within

30 days after the initial closing of the Offering and (C) no filing by any party under the Exchange Act or other public announcement

shall be made voluntarily regarding the establishment of any such plan, and if any such filing or public announcement is required to be

made during the Restricted Period (subject to clause (B) of this paragraph), such filing or public announcement shall clearly indicate

therein that no Securities subject to such plan may be transferred pursuant to such plan until after the expiration of the Restricted

Period.

The undersigned acknowledges

and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action

from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory

and tax advisors to the extent deemed appropriate. The undersigned also agrees and consents to the entry of stop transfer instructions

with the Company’s transfer agent and registrar against the transfer of the Securities except in compliance with the foregoing restrictions.

The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation

Best Interest and Form CRS disclosures to you in connection with the Offering, the Representatives and the other Underwriters are

not making a recommendation to you to enter into this letter agreement, and nothing set forth in such disclosures is intended to suggest

that the Representatives or any Underwriter is making such a recommendation.

The undersigned represents and

warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This agreement is irrevocable

and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This agreement

may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of

2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have

been duly and validly delivered and be valid and effective for all purposes. This agreement shall be governed by and construed in accordance

with the laws of the State of New York.

The agreement set forth above

shall be terminated upon the earliest of: (i) July 31, 2026 in the event that the Underwriting Agreement has not been executed

by that date, (ii) the date that the Company advises the Representatives, in writing, prior to the execution of the Underwriting

Agreement, that it has determined not to proceed with the Offering, and (iii) if for any reason the Underwriting Agreement shall

be terminated prior to the closing of the Offering. The undersigned understands that the Underwriters are entering into the Underwriting

Agreement and proceeding with the Offering in reliance upon this lock-up agreement.

[Signature Page Follows]

Yours very truly,

By:

Name:

ADDENDUM – Form of Waiver of Lock-Up

Definium Therapeutics, Inc.

Public Offering of Common Shares

[●], 2026

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered

to you in connection with the offering by Definium Therapeutics, Inc. (the “Company”) of (i) 20,588,236 common shares,

no par value per share of the Company (“Common Shares”) and (ii) 3,088,235 Common Shares subject to the Underwriters’

option to purchase additional shares, and the lock-up letter dated June 22, 2026 (the “Lock-up Letter”), executed by

you in connection with such offering, and your request for a [waiver] [release] dated [●], 2026, with respect to [●] Common

Shares (the “Shares”).

The Representatives hereby

agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective [●],

2026. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived]

[released] hereby, the Lock-up Letter shall remain in full force and effect.

Yours very truly,

[Signature of J.P. Morgan Securities

LLC]

[Name and title of J.P. Morgan

Securities LLC]

[Signature of Jefferies LLC]

[Name and title of Jefferies

LLC]

[Signature of Leerink Partners

LLC]

[Name and title of Leerink Partners

LLC]

[Signature of BofA Securities, Inc.]

[Name and title of BofA Securities, Inc]

cc: Definium Therapeutics, Inc.

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2618395d3_ex5-1.htm · Sequence: 3

Exhibit 5.1

Osler,

Hoskin & Harcourt LLP

Suite 3000, Bentall Four

1055 Dunsmuir Street

Vancouver, British Columbia, Canada V7X 1K8

778.785.3000 main

778.785.2745 facsimile

June 24, 2026

Definium Therapeutics, Inc.

One World Trade Center

Suite 8500 New York, New

York 10007

Dear Sirs/Mesdames:

Re: Definium Therapeutics, Inc. - Registration Statement on Form S-3

We have acted as Canadian counsel to Definium Therapeutics, Inc.,

a British Columbia company (the “Company”), in connection with the public offering and sale by the Company of 20,588,236

common shares, without par value, of the Company (the “Common Shares”), pursuant to a Registration Statement on Form S-3

(file number 333-280548) (the “Registration Statement”), filed by the Company with the United States Securities and

Exchange Commission (“SEC”) on June 28, 2024 under the U.S. Securities Act of 1933, as amended (the “Securities

Act”), the base prospectus included in the Registration Statement (the “Base Prospectus”), and the preliminary

prospectus supplement related to the Common Shares filed on June 22, 2026 with the SEC (the “Preliminary Prospectus Supplement”,

and, together with the Base Prospectus, the “Preliminary Prospectus”), and the final prospectus supplement related

to the Common Shares dated June 23, 2026 (the “Prospectus Supplement”, and, together with the Base Prospectus,

the “Prospectus”).

The offer and sale of the Common Shares

is being made pursuant to an underwriting agreement dated June 23, 2026 by and among the Company and J.P. Morgan Securities LLC,

Jefferies LLC, Leerink Partners LLC and BofA Securities, Inc., as representatives of the several underwriters named therein (the

“Underwriters”) (such agreement, the “Underwriting Agreement”). Pursuant to the Underwriting Agreement,

the Company has granted to the Underwriters an option (the “Option”) to purchase up to an additional 3,088,235 Common

Shares (the “Optional Shares”) and the Underwriters have exercised the Option in full. The Common Shares and the Optional

Shares are collectively referred to as the “Offered Shares”.

We have examined copies of the Underwriting Agreement,

the Preliminary Prospectus, the Prospectus and the Registration Statement and all such corporate and public records, statutes and regulations

and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered

such questions of law as we have considered relevant and necessary in order to give the opinions hereinafter set forth. As to various

questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer

of the Company.

Page 2

We are qualified to practice law in the Province

of British Columbia and these opinions are rendered solely with respect to the Province of British Columbia and the federal laws of Canada

applicable in the Province of British Columbia.

We have assumed (a) the legal capacity of

all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents

submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed,

electronic, photostatic or facsimile copies and (b) the completeness, truth and accuracy of all facts set forth in the official public

records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials.

On the basis of

the foregoing and subject to the qualifications hereinafter expressed, we are of the opinion that subject to receipt of payment

in full for the Offered Shares as specified in the Underwriting Agreement, the Offered Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion

letter as an exhibit to a Current Report on Form 8-K to be filed by the Company with the SEC for incorporation by reference into

the Registration Statement and to the use of our name under the captions “Legal Matters” in the Preliminary Prospectus and

the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7

of the Securities Act.

This opinion is expressed as of the date hereof

and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes

of applicable laws.

Yours very truly,

/s/ Osler, Hoskin & Harcourt LLP

Osler, Hoskin & Harcourt LLP

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618395d3_ex99-1.htm · Sequence: 4

Exhibit 99.1

Definium Therapeutics, Inc. Announces

Proposed Public Offering

NEW YORK, June 22, 2026 – Definium

Therapeutics, Inc. (Nasdaq: DFTX) (the “Company” or “Definium”), a late-stage clinical biopharmaceutical

company developing a new generation of therapeutics intended to address underlying causes of psychiatric and neurological disorders,

today announced that it intends to offer and sell, subject to market conditions, $500 million of its common shares and, to certain investors,

pre-funded warrants to purchase common shares in an underwritten public offering. In addition, Definium intends to grant the underwriters

an option for a period of 30 days to purchase up to $75 million of its common shares at the public offering price, less underwriting

discounts and commissions. All of the common shares and pre-funded warrants are being offered by Definium.

Definium intends to use the net proceeds from

this offering for the research and development of its product candidates, preparation activities for potential commercialization of DT120

ODT, if approved, and working capital and general corporate purposes.

J.P. Morgan, Jefferies,

Leerink Partners, and BofA Securities are acting as the joint lead bookrunners for the offering, with Evercore ISI and Stifel also acting

as bookrunners for the offering. Oppenheimer & Co. and LifeSci Capital are acting as co-lead managers for the offering.

The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as

to the actual size or terms of the offering. No distribution under the offering shall occur in Canada or to a person resident in Canada.

The securities

in the offering are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-280548)

that was filed with the Securities and Exchange Commission (“SEC”) on June 28, 2024 and became effective upon filing.

The securities will be offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form a part

of the shelf registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the

terms of the offering will be filed with the SEC and SEDAR+ and will be available on the SEC’s website at www.sec.gov and on SEDAR+’s

website at www.sedarplus.ca. Copies of the preliminary prospectus supplement, when available, and the accompanying prospectus relating

to the offering may be obtained, when available, by contacting the following: J.P. Morgan Securities LLC, c/o Broadridge Financial

Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com

J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com

and postsalemanualrequests@broadridge.com; Jefferies LLC by mail at Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue,

New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; Leerink Partners LLC, Attention:

Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525 ext. 6105 or by email

at syndicate@leerink.com; BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, NC 28255-0001

or by email at dg.prospectus_requests@bofa.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor,

New York, NY 10055, by telephone at (888) 474-0200 or by email at ecm.prospectus@evercore.com; Stifel, Nicolaus & Company, Incorporated,

Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by emailing

syndprospectus@stifel.com; Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor,

New York, NY 10004, or by telephone at (212) 667-8055 or by email at EquityProspectus@opco.com and LifeSci Capital LLC, Attention: LifeSci

Capital LLC at 1700 Broadway, 40th Floor, New York, New York 10019, or by email at compliance@lifescicapital.com. The final terms of

the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities

in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

About Definium

The mission of Definium Therapeutics is to forge

a new era of psychiatry by applying scientific rigor to psychedelics, with the goal of developing accessible treatments that unlock healing

at scale. Guided by a recognition that patients deserve more than better, Definium is relentlessly advancing a new generation of therapeutics

intended to address underlying causes of psychiatric and neurological disorders. By turning evidence into impact, Definium aims to change

the trajectory of today’s mental health care crisis and enable a healthier future. Headquartered in New York, Definium Therapeutics

trades on Nasdaq under the symbol “DFTX.”

Forward-Looking Statements

Certain statements in this press release related

to the Company constitute “forward-looking information” within the meaning of applicable securities laws and are prospective

in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future

events and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results

expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words

such as “will,” “may,” “should,” “could,” “intend,” “estimate,”

“plan,” “anticipate,” “expect,” “believe,” “potential” or “continue,”

or the negative thereof or similar variations. Forward-looking information in this press release includes, but is not limited to, the

uncertainties related to market conditions, the intended use of proceeds, the filing of the preliminary prospectus supplement and the

accompanying prospectus relating to the offering and the completion of the offering on the anticipated terms or at all. There can be

no assurance that this offering will close and the Company will receive the net proceeds therefrom. There are numerous risks and uncertainties

that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking

information, including market conditions and satisfaction of the customary closing conditions for the offering. These forward-looking

statements are based on the Company’s current expectations, estimates, forecasts and projections about the offering, the Company’s

business and the industry in which it operates and management’s beliefs and assumptions, including the satisfaction of all customary

closing conditions and the non-occurrence of the risks and uncertainties that are described in its filings made with the SEC and the

applicable Canadian securities regulators or other events occurring outside of its normal course of business, and are not guarantees

of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond

its control. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained

in this release as a result of new information, future events, changes in expectations or otherwise.

Investors:

Gitanjali Jain

VP, Head of Investor Relations

ir@definiumtx.com

Media:

media@definiumtx.com

Source:

Definium Therapeutics, Inc.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2618395d3_ex99-2.htm · Sequence: 5

Exhibit 99.2

Definium Therapeutics, Inc.

Announces Pricing of $700 Million Upsized Public Offering

NEW YORK, June 23,

2026 – Definium Therapeutics, Inc. (Nasdaq: DFTX) (the “Company” or “Definium”), a late-stage

clinical biopharmaceutical company developing a new generation of therapeutics intended to address underlying causes of psychiatric and

neurological disorders, today announced the pricing of an underwritten public offering of 20,588,236 common shares, without par value,

at a public offering price of $34.00 per common share. The gross proceeds to Definium from the offering, before deducting underwriting

discounts, commissions, and other offering-related expenses, are expected to be approximately $700 million. In addition, Definium has

granted the underwriters an option for a period of 30 days to purchase up to an additional 3,088,235 common shares at the public offering

price, less underwriting discounts and commissions. All of the common shares are being offered by Definium.

Definium intends

to use the net proceeds from this offering for the research and development of its product candidates, preparation activities

for potential commercialization of DT120 ODT, if approved, and working capital and general corporate purposes.

J.P. Morgan, Jefferies,

Leerink Partners, and BofA Securities are acting as the joint lead bookrunners for the offering, with Evercore ISI and Stifel

also acting as bookrunners for the offering. Oppenheimer & Co. and LifeSci Capital are acting as co-lead managers for the offering.

The offering is expected to close on or about June 25, 2026, subject to the satisfaction of customary closing conditions. No distribution

under the offering shall occur in Canada or to a person resident in Canada.

The securities

in the offering are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-280548)

that was filed with the Securities and Exchange Commission (“SEC”) on June 28, 2024 and became effective upon filing.

The securities will be offered by means of a prospectus supplement and accompanying prospectus relating to the offering that form

a part of the shelf registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to and describing

the terms of the offering have been filed with the SEC and SEDAR+ and are available on the SEC’s website at www.sec.gov and on

SEDAR+’s website at www.sedarplus.ca. A final prospectus supplement and the accompanying prospectus relating to the offering will

be filed with the SEC and SEDAR+ and, when filed, will also be available on the SEC’s website and SEDAR+’s website. Alternatively,

copies of the final prospectus and the accompanying prospectus relating to the offering may be obtained, when available, by contacting

the following: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by

email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com J.P. Morgan Securities LLC, c/o Broadridge Financial

Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com;

Jefferies LLC by mail at Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877)

821-7388, or by email at prospectus_department@jefferies.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street,

40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525 ext. 6105 or by email at syndicate@leerink.com; BofA Securities,

Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, NC 28255-0001 or by email at dg.prospectus_requests@bofa.com;

Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888)

474-0200 or by email at ecm.prospectus@evercore.com; Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One

Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by emailing syndprospectus@stifel.com;

Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone

at (212) 667-8055 or by email at EquityProspectus@opco.com and LifeSci Capital LLC, Attention: LifeSci Capital LLC at 1700 Broadway,

40th Floor, New York, New York 10019, or by email at compliance@lifescicapital.com.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities

in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

About Definium

The mission of Definium Therapeutics is to forge

a new era of psychiatry by applying scientific rigor to psychedelics, with the goal of developing accessible treatments that unlock healing

at scale. Guided by a recognition that patients deserve more than better, Definium is relentlessly advancing a new generation of therapeutics

intended to address underlying causes of psychiatric and neurological disorders. By turning evidence into impact, Definium aims to change

the trajectory of today’s mental health care crisis and enable a healthier future. Headquartered in New York, Definium Therapeutics

trades on Nasdaq under the symbol “DFTX.”

Forward-Looking Statements

Certain statements in this press release related

to the Company constitute “forward-looking information” within the meaning of applicable securities laws and are prospective

in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future

events and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results

expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words

such as “will,” “may,” “should,” “could,” “intend,” “estimate,”

“plan,” “anticipate,” “expect,” “believe,” “potential” or “continue,”

or the negative thereof or similar variations. Forward-looking information in this press release includes, but is not limited to, statements

regarding the filing of the final prospectus supplement and the accompanying prospectus relating to the offering; anticipated closing

of the offering; gross proceeds; and intended use of proceeds. There can be no assurance that this offering will close and the Company

will receive the net proceeds therefrom. There are numerous risks and uncertainties that could cause actual results and the Company’s

plans and objectives to differ materially from those expressed in the forward-looking information, including satisfaction of the customary

closing conditions for the offering. These forward-looking statements are based on the Company’s current expectations, estimates,

forecasts and projections about the offering, the Company’s business and the industry in which it operates and management’s

beliefs and assumptions, including the satisfaction of all customary closing conditions and the non-occurrence of the risks and uncertainties

that are described in its filings made with the SEC and the applicable Canadian securities regulators or other events occurring outside

of its normal course of business, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties

and other factors that are in some cases beyond its control. Except as required by law, the Company undertakes no duty or obligation

to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations

or otherwise.

Investors:

Gitanjali Jain

VP, Head of Investor Relations

ir@definiumtx.com

Media:

media@definiumtx.com

Source:

Definium Therapeutics, Inc.

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