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2026-06-12
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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 12, 2026
ADAGIO MEDICAL HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-42199 |
99-1151466 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
26051 Merit Circle, Suite 102
Laguna Hills, CA |
|
92653 |
| (Address of principal executive offices) |
|
(Zip Code) |
(949) 348-1188
(Registrant’s telephone number, including
area code)
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 Stock, par value $0.0001 per share |
ADGM |
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 or Rule 12b-2 of the Securities Exchange
Act of 1934.
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On June 12, 2026, Adagio Medical Holdings, Inc.
(the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing
Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, as the minimum bid price of the Company’s common stock was less
than $1.00 per share for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”). The
notification does not impact the listing of the Company’s common stock on The Nasdaq Capital Market at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has a period of 180 calendar days from the date of notification, or until December 9, 2026, to regain compliance with the
Minimum Bid Price Requirement. During this period, the Company’s common stock will continue to trade on the Nasdaq Capital Market.
If at any time before December 9, 2026, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum
of ten consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with this minimum bid
price requirement.
The Company is considering all available options
to regain compliance with the listing rule. However, there can be no assurance that the Company will be able to regain compliance with
the rule or will otherwise be in compliance with other Nasdaq listing criteria. In the event the Company does not regain compliance by
December 9, 2026, a second 180-day compliance period may be available if the Company provides written notice to Nasdaq that it intends
to regain compliance with the bid price requirement during the second 180-day compliance period, by effecting a reverse stock split if
necessary, and meets the continued listing requirement for market value of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, except for the bid price requirement. If the Company does not qualify for the second compliance period
or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company that its Common Stock is subject to
delisting.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: June 12, 2026
| |
Adagio Medical Holdings, Inc. |
| |
|
| |
By: |
/s/ Deborah Kaster |
| |
Name: |
Deborah Kaster |
| |
Title: |
Chief Financial Officer and
Chief Business Officer |
