Adagio Medical SEC Filings

Adagio Medical Holdings, Inc. filed a prospectus supplement covering the potential resale of up to 67,963,695 shares of common stock by existing security holders. These shares include PIPE shares and pre-funded warrant shares, common stock issuable upon exercise of PIPE and convert warrants, and up to 46,717,980 shares issuable upon conversion of 13% senior secured convertible notes, along with various sponsor, business combination and option shares.

The supplement attaches a Current Report detailing the company’s 2025 annual stockholder meeting. Of 21,179,637 shares outstanding on the record date, 13,862,436 shares (65.45%) were represented. Stockholders elected directors Todd Usen and James L. Cox, M.D., and ratified WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2025. Adagio’s common stock trades on Nasdaq under the symbol ADGM, and last traded at $1.18 per share on December 16, 2025.

Adagio Medical Holdings, Inc. has filed a prospectus supplement covering the potential resale of up to 31,818,652 shares of common stock by selling stockholders. This total includes 73,333 Registration Delay Shares already issued, up to 31,145,319 shares issuable upon conversion of 13% senior secured convertible notes at $10.00 per share, and up to 600,000 shares issuable upon exercise of warrants at $24.00 per share.

The supplement also includes the company’s latest stockholder meeting report. Shares outstanding were 21,179,637 as of the record date, with 65.45% represented at the 2025 annual meeting. Stockholders elected two directors to terms ending in 2028 and ratified WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2025.

Adagio Medical Holdings, Inc. reported results from its 2025 Annual Meeting of Stockholders held on December 15, 2025. Of the 21,179,637 shares outstanding as of the record date, 13,862,436 shares, or 65.45%, were present or represented by proxy.

Stockholders elected Todd Usen and James L. Cox, M.D. as directors to serve until the 2028 annual meeting and until their successors are elected and qualified. They also approved the ratification of WithumSmith+Brown, PC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Adagio Medical Holdings, Inc. reported that its Chief Executive Officer and director acquired 207,315 shares of its common stock in an open market transaction on 12/12/2025.

The shares were purchased at a weighted average price of $1.09 per share, with individual trade prices ranging from $0.9258 to $1.14101. After this transaction, the reporting person directly owned 207,315 shares of Adagio Medical common stock.

Adagio Medical Holdings, Inc. is registering up to 27,831,335 shares of common stock for resale by existing investors, including 5,798,072 outstanding shares, 3,994,434 shares issuable upon exercise of pre-funded warrants, and 18,038,829 shares issuable upon exercise of milestone warrants. These securities were issued in an October 2025 private placement that provided approximately $19 million in gross proceeds, with up to about $31 million more potentially available if all milestone warrants are exercised for cash at $1.71 per share.

The company will not receive any proceeds from resales of these shares, only from any future cash exercises of the pre-funded or milestone warrants. Adagio develops catheter-based ultra-low temperature cryoablation technology targeting ventricular tachycardia, a life‑threatening heart rhythm disorder. As of October 31, 2025, it had 21,179,637 shares of common stock outstanding. Adagio is an “emerging growth company” and “smaller reporting company,” allowing it to use scaled disclosure and certain reporting exemptions.

Adagio Medical Holdings, Inc. reported that a director acquired a non-qualified stock option to purchase 90,000 shares of common stock on 12/11/2025 at an exercise price of $0.8779 per share.

The option expires on 12/10/2035 and is held directly. The shares underlying the option will vest in 36 equal monthly installments starting January 11, 2026, subject to the director continuing to provide services on each vesting date.

Adagio Medical Holdings, Inc. filed an initial insider ownership report for a director effective 12/11/2025. The filing shows that the reporting person is a director of the company and that no securities are beneficially owned in either non-derivative or derivative form. The remarks section notes Exhibit 24.1 as a power of attorney, under which Deborah Kaster signs as attorney-in-fact for the reporting person.

Adagio Medical Holdings, Inc. has filed a prospectus supplement covering the potential resale of up to 31,818,652 shares of common stock by selling stockholders. This total includes 73,333 Registration Delay Shares already issued, up to 31,145,319 shares issuable upon conversion of 13% senior secured convertible notes with a $10.00 per share conversion price, and up to 600,000 shares issuable upon exercise of warrants with a $24.00 per share exercise price. These securities were issued or are issuable under prior financing agreements, and this document updates the existing prospectus with a recent Current Report on Form 8-K. The company’s common stock trades on Nasdaq under the symbol ADGM, with a last reported price of $0.8779 per share on December 11, 2025.