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  4. [8-K] Adagio Medical Holdings, Inc. Reports Material Event

Adagio Medical Holdings, Inc. reported $0 in revenue and a $25.1M net loss for fiscal 2025. See the full ADGM financial statements: income statement, balance sheet, cash flow and ratios, each column linked to its SEC filing.

Adagio Medical warned on Nasdaq $1 bid-price rule

Adagio Medical Holdings, Inc. reported that Nasdaq has notified the company its common stock no longer meets the Nasdaq Listing Rule 5550(a)(2) minimum bid price requirement.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. reported that Nasdaq has notified the company its common stock no longer meets the Nasdaq Listing Rule 5550(a)(2) minimum bid price requirement. The stock has closed below $1.00 per share for the past 30 consecutive business days.

The company has 180 calendar days, until December 9, 2026, to regain compliance while its shares continue trading on the Nasdaq Capital Market. Compliance would be restored if the bid price closes at or above $1.00 for at least ten consecutive trading days.

If compliance is not regained by that date, Adagio may qualify for a second 180‑day period if it meets other Nasdaq Capital Market initial listing standards and indicates an intent to regain compliance, potentially through a reverse stock split. Failure to satisfy these conditions could result in delisting of its common stock.

Positive

  • None.

Negative

  • Nasdaq bid-price deficiency and potential delisting: ADGM’s common stock no longer meets Nasdaq’s $1.00 minimum bid price requirement and may ultimately be delisted from the Nasdaq Capital Market if compliance is not regained within the allowed cure periods.

Insights

Nasdaq bid-price noncompliance introduces real delisting risk if unresolved.

Adagio Medical Holdings has fallen out of compliance with Nasdaq Listing Rule 5550(a)(2) after its stock traded below $1.00 for 30 consecutive business days. This triggers a formal cure period but does not immediately affect trading.

The company has an initial 180-day window, until December 9, 2026, to restore its bid price to at least $1.00 for ten straight trading days. A second 180‑day period is possible if it meets other initial listing standards and contemplates steps such as a reverse stock split.

If Adagio cannot regain compliance within the available periods, Nasdaq may delist the shares from the Nasdaq Capital Market, which could shift trading to less liquid venues. Subsequent company communications or filings would need to outline any concrete actions chosen to address the bid-price issue.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement
Noncompliance period 30 consecutive business days Bid price below $1.00 before notice
Initial cure period length 180 calendar days From June 12, 2026 to December 9, 2026
Compliance restoration condition 10 consecutive trading days Bid price at or above $1.00
Potential second cure period 180 calendar days Available if other initial listing standards are met
Nasdaq Listing Rule 5550(a)(2) regulatory
"was not in compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing"
Minimum Bid Price Requirement financial
"for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”)"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Capital Market market
"for continued listing on The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"by effecting a reverse stock split if necessary"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
continued listing requirement for market value of publicly held shares regulatory
"meets the continued listing requirement for market value of publicly held shares"

FAQ

What did Adagio Medical Holdings (ADGM) disclose in its latest 8-K?
Adagio Medical Holdings disclosed it is not in compliance with Nasdaq’s minimum bid price rule. Its stock traded below $1.00 for 30 straight business days, starting a cure period before any potential delisting from the Nasdaq Capital Market.

Why is Adagio Medical Holdings (ADGM) out of compliance with Nasdaq rules?
Adagio is out of compliance because its common stock’s bid price was below $1.00 per share for 30 consecutive business days. This violates Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price for continued listing on the Nasdaq Capital Market.

How long does Adagio Medical Holdings (ADGM) have to regain Nasdaq compliance?
Adagio has 180 calendar days from the June 12, 2026 notice, until December 9, 2026, to regain compliance. It must achieve a bid price of at least $1.00 for ten consecutive trading days during this period to satisfy Nasdaq’s minimum bid price requirement.

Can Adagio Medical Holdings (ADGM) get more time beyond December 9, 2026?
A second 180‑day compliance period may be available if Adagio meets all other initial listing standards and informs Nasdaq it plans to regain bid price compliance. The company may use measures such as a reverse stock split as part of this plan.

What happens if Adagio Medical Holdings (ADGM) cannot regain compliance?
If Adagio fails to regain compliance during the allowed cure periods, Nasdaq may notify the company that its common stock is subject to delisting from the Nasdaq Capital Market. Delisting would move trading to other venues with typically lower visibility and liquidity.

Is Adagio Medical Holdings (ADGM) still trading on Nasdaq now?
Yes. The company stated the Nasdaq notification does not currently affect the listing of its common stock. During the initial 180‑day compliance period, the shares will continue trading on the Nasdaq Capital Market under existing conditions while Adagio evaluates its options.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

 

 2 

 

 

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

 

 3 

 

Source: View Original Filing on SEC EDGAR

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