Adagio Medical SEC Filings

Adagio Medical Holdings, Inc. furnished a press release announcing its financial results for the quarter ended September 30, 2025, and providing a business update. The press release is included as Exhibit 99.1 to this Form 8-K.

The company states the materials furnished under Item 2.02, including Exhibit 99.1, are not deemed “filed” for purposes of Section 18 of the Exchange Act and are not incorporated by reference into other filings except as specifically referenced.

Adagio Medical Holdings, Inc. (ADGM) will hold its 2025 virtual annual meeting on December 15, 2025 at 10:00 a.m. PT via www.virtualshareholdermeeting.com/ADGM2025. Stockholders of record as of October 31, 2025 may attend and vote using their Control Number.

Stockholders will vote on two items: (1) elect two Class I directors (Todd Usen and James L. Cox) for terms expiring at the 2028 meeting and (2) ratify WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2025.

The Board is classified into three classes and led by independent Chair Orly Mishan; a majority of directors are independent. The company discloses it is currently non-compliant with Nasdaq audit committee requirements under Listing Rule 5605 while evaluating options. Shares outstanding were 21,179,637 as of October 31, 2025. Audit-related fees billed by WithumSmith+Brown were $1,323,550 in 2024 and $303,200 in 2023.

Adagio Medical Holdings, Inc. (ADGM) filed a prospectus supplement tied to its Form S-1 covering the potential resale of up to 67,963,695 shares of common stock by selling stockholders. The registration includes up to 12,146,988 shares of common stock, up to 9,098,727 shares issuable upon exercise of warrants (including pre-funded, PIPE, and convert warrants), and up to 46,717,980 shares issuable upon conversion of 13% senior secured convertible notes.

The supplement also attaches a Current Report announcing the 2025 Annual Meeting on December 15, 2025, with a record date of October 31, 2025. Stockholder proposals and director nominations must be received by November 3, 2025 under Rule 14a-8, the company’s bylaws, and Rule 14a-19, as applicable. ADGM is listed on Nasdaq; the last reported price was $1.31 per share on October 23, 2025.

Adagio Medical Holdings (ADGM) filed a prospectus supplement for a resale offering covering up to 31,818,652 shares of common stock by selling stockholders. This includes 73,333 Registration Delay Shares, up to 31,145,319 Convertible Note Shares issuable upon conversion of 13% senior secured convertible notes at a $10.00 conversion price (subject to adjustment), and up to 600,000 Warrant Shares issuable upon exercise of warrants with a $24.00 exercise price. The supplement incorporates an attached Current Report on Form 8‑K.

Separately, the company set its 2025 Annual Meeting for December 15, 2025, with a record date of October 31, 2025. Stockholder proposals and director nominations are due by November 3, 2025 under Rule 14a‑8, the bylaws, and Rule 14a‑19. ADGM is listed on Nasdaq; the last reported sales price was $1.31 per share on October 23, 2025.

Adagio Medical Holdings, Inc. announced plans for its 2025 Annual Meeting of Stockholders on December 15, 2025. The company set the record date as the close of business on October 31, 2025, determining which stockholders can receive notice and vote.

Given no 2024 annual meeting occurred, the company outlined deadlines for stockholder actions tied to the 2025 meeting. Proposals under Rule 14a-8, as well as director nominations and other proposals under the company’s Bylaws, must be received by the Secretary no later than November 3, 2025. In addition, notices required by the SEC’s universal proxy rules (Rule 14a-19) are also due by November 3, 2025. The time and location of the meeting will be provided in the forthcoming definitive proxy statement.

Adagio Medical Holdings (ADGM) insiders affiliated with Perceptive disclosed purchases of derivative securities on 10/20/2025. The filing shows three “Common Warrant” tranches (Tranche A, B, and C), each for 1,344,999 underlying shares with a $1.71 exercise price, acquired at a purchase price of $0.1846 per warrant. It also reports 2,190,496 pre‑funded warrants with a $0.0001 exercise price, acquired at $1.6002 per pre‑funded warrant.

The common warrants are immediately exercisable and expire on the fifth anniversary of issuance, and the pre‑funded warrants are immediately exercisable and expire when fully exercised. All instruments carry a 9.99% Beneficial Ownership Limitation. The securities were purchased in a registered public offering that closed on October 20, 2025, and are reported as indirectly held by Perceptive Life Sciences Master Fund Ltd., with Perceptive Advisors LLC as investment manager and Joseph Edelman as managing member.

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

Separately, the company announced the closing of a previously announced private placement with $19 million upfront proceeds. According to the announcement, funds are intended to support FDA submission activities for the FULCRUM‑VT pivotal study for PMA of the vCLAS ULTC System, advance next‑generation ULTC catheter work, build awareness, expand manufacturing and commercial readiness, and strengthen operations. Adagio’s common stock trades on Nasdaq as ADGM.

Adagio Medical Holdings filed a prospectus supplement for the resale of up to 67,963,695 shares of common stock by selling stockholders. The registration covers 12,146,988 issued shares, up to 9,098,727 shares issuable upon exercise of warrants, and up to 46,717,980 shares issuable upon conversion of notes, along with other previously issued or issuable shares detailed in the underlying agreements.

The supplement attaches a Current Report on Form 8‑K noting the company announced the closing of a private placement with $19 million upfront, with stated priorities including support for FULCRUM‑VT PMA submission activities, next‑generation ULTC catheter development, manufacturing scale‑up, and corporate operations. Adagio’s common stock trades on Nasdaq as “ADGM”; the last reported sales price was $1.375 per share on October 17, 2025.