STOCK TITAN
  1. Home
  2. Sec-filings
  3. ADGM
  4. [8-K] Adagio Medical Holdings, Inc. Reports Material Event

Adagio Medical Holdings (ADGM) flagged by Nasdaq for low stockholders’ equity

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

Rhea-AI Filing Summary

Adagio Medical Holdings, Inc. reported that on August 13, 2026 it received a Nasdaq deficiency letter for failing to meet the Nasdaq Capital Market minimum stockholders’ equity requirement. Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity, while the company’s Form 10-Q for the quarter ended June 30, 2026 reported stockholders’ equity of $(415,000). The company also does not meet the alternative standards based on market value of listed securities or net income from continuing operations. The notice has no immediate effect on the Nasdaq listing. Adagio has 45 days, no later than September 28, 2026, to submit a compliance plan; if accepted, Nasdaq may grant up to 180 additional days to regain compliance. The company plans to submit the compliance plan, monitor equity and evaluate options, while highlighting risks around liquidity, financing needs and its ability to continue operating as a going concern.

Positive

  • None.

Negative

  • Nasdaq listing deficiency for equity: Stockholders’ equity of $(415,000) is below the $2,500,000 Nasdaq Capital Market requirement, triggering a formal non-compliance notice.
  • Risk to continued listing: Failure to present an acceptable plan or regain compliance within potential up to 180 days could lead to delisting proceedings before a Nasdaq Hearings Panel.
  • Going-concern and liquidity risk: The company cites its current liquidity, need for additional financing, and need for more capital to continue to operate as a going concern.

Filing Explained

The filing adds a procedural fallback: if Nasdaq rejects the compliance plan, Adagio may appeal that determination to a Nasdaq Hearings Panel.

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 or transferred its listing to a different exchange.
Nasdaq minimum stockholders’ equity $2,500,000 Required stockholders’ equity under Nasdaq Listing Rule 5550(b)(1) for Nasdaq Capital Market
Reported stockholders’ equity $(415,000) Stockholders’ equity reported in Form 10-Q for the quarter ended June 30, 2026
Compliance plan deadline September 28, 2026 Latest date within 45 days to submit Nasdaq compliance plan
Potential extension period 180 days Maximum additional period Nasdaq Staff may grant to regain equity compliance
Nasdaq Listing Rule 5550(b)(1) regulatory
"Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market"
Stockholders’ Equity Requirement financial
"maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”)"
A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.
deficiency letter regulatory
"received a deficiency letter from the Listing Qualifications Department"
Nasdaq Hearings Panel regulatory
"the Company may appeal the Staff’s determination to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
going concern financial
"need for additional capital to fund its planned programs and operations and to continue to operate as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

FAQ

What Nasdaq issue did Adagio Medical Holdings (ADGM) disclose on August 13, 2026?
Adagio Medical Holdings disclosed it received a Nasdaq deficiency letter for not meeting the $2,500,000 stockholders’ equity requirement for the Nasdaq Capital Market, based on reported equity of $(415,000) as of June 30, 2026.

Why is Adagio Medical Holdings (ADGM) out of compliance with Nasdaq Listing Rule 5550(b)(1)?
Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 of stockholders’ equity. Adagio’s June 30, 2026 Form 10-Q reported stockholders’ equity of $(415,000), and it also does not meet alternative standards for market value or net income.

Does the Nasdaq deficiency letter immediately affect trading of ADGM shares?
The company states the Nasdaq notification has no immediate effect on its continued listing on the Nasdaq Capital Market, so shares remain listed while it works through the compliance process and meets other listing requirements.

How long does Adagio Medical Holdings (ADGM) have to regain Nasdaq equity compliance?
Adagio has 45 days, but no later than September 28, 2026, to submit a compliance plan. If Nasdaq accepts the plan, the company may receive up to 180 additional days to regain the required stockholders’ equity level.

What steps does Adagio Medical Holdings (ADGM) plan to take in response to the Nasdaq notice?
The company intends to submit a compliance plan by September 28, 2026, monitor its stockholders’ equity, and evaluate additional options to regain compliance with the Nasdaq stockholders’ equity requirement.

What financial risks does Adagio Medical Holdings (ADGM) highlight in this 8-K?
Adagio highlights risks related to regaining Nasdaq compliance, obtaining any additional compliance period, its current liquidity position, need for additional financing, and need for more capital to continue operating as a going concern.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0002006986 0002006986 2026-08-13 2026-08-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 13, 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.

 

Stockholders’ Equity Requirement

 

On August 13, 2026, Adagio Medical Holdings, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”). The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, reported stockholders’ equity of $(415,000). As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Capital Market.

 

The notification received has no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company has been provided 45 calendar days, but no later than September 28, 2026, to submit a plan to regain compliance (the “Compliance Plan”). If the Compliance Plan is acceptable to the Staff, they may grant an extension of 180 calendar days from the date of the Staff notification to regain compliance with the Stockholders’ Equity Requirement.

 

If the Staff does not accept the Compliance Plan, the Staff will provide written notification to the Company that the Compliance Plan has been rejected. At that time, the Company may appeal the Staff’s determination to a Nasdaq Hearings Panel.

 

The Company intends to submit the Compliance Plan on or before September 28, 2026, monitor its stockholders’ equity and evaluate further available options to regain compliance with the Stockholders’ Equity Requirement.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, concerning the Company. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of the Company, as well as assumptions made by, and information currently available to, management of the Company. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “could”, “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” “goal”, “suggest”, “target” and other similar expressions. All statements that are not historical facts are forward-looking statements, including but not limited to, statements regarding: the Company’s plan to submit the Compliance Plan on or before September 28, 2026, monitor its stockholders’ equity and evaluate further available options to regain compliance with the Stockholders’ Equity Requirement. All forward-looking statements in this Current Report on Form 8-K are based on the Company’s current expectations, estimates and projections about its industry as well as management’s current beliefs and expectations of future events only as of today and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks related to the Company’s ability to regain compliance with Nasdaq listing standards; the Company’s ability to obtain an additional compliance period, if needed; the Company’s ability to take actions that may be required for its continued listing on Nasdaq; the Company’s current liquidity position and the need to obtain additional financing to support ongoing operations; and the Company’s need for additional capital to fund its planned programs and operations and to continue to operate as a going concern. These and other factors that may cause actual results to differ from those expressed or implied are discussed in greater detail in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026, as amended on July 13, 2026, and in other documents filed by the Company from time to time with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 11, 2026. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K and should not be relied upon as prediction of future events. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of the Company.

 

 

 

 

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: August 14, 2026

 

  Adagio Medical Holdings, Inc.
   
  By: /s/ Deborah Kaster
  Name: Deborah Kaster
  Title:

Chief Financial Officer and Chief Business Officer

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Other Documents