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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):
November 4, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On November 4, 2026, Adagio Medical Holdings,
Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”)
with the Secretary of State of the State of Delaware to effect a one-for-thirty (1-for-30) reverse stock split (the “Reverse Stock
Split”) of its outstanding common stock. The Amendment will be effective at 5:00 p.m. Eastern Time on November 6, 2026. A series
of alternate amendments to effect a reverse stock split was approved by the Company’s stockholders at the Company’s Special
Meeting of Stockholders held on October 23, 2026 and the specific one-for thirty (1-for-30) Reverse Stock Split was subsequently approved
by the Company’s board of directors on October 23, 2026.
The Amendment provides that, at the effective
time of the Amendment, every thirty (30) shares of the Company’s issued and outstanding common stock will automatically be combined
into one (1) issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split will affect
all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment. As a result of the
Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon
the exercise or vesting of all stock options issued by the Company and outstanding immediately prior to the effective time of the Amendment,
which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise
or vesting of such stock options and a proportionate increase in the exercise price of all such stock options. In addition, all outstanding
restricted stock unit awards and warrants will be proportionately adjusted, and the number of shares reserved for issuance under the Company’s
equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.
No fractional shares will be issued as a result
of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment
in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage
ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only
a fractional share).
The Company’s common stock will begin trading
on The Nasdaq Capital Market on a split-adjusted basis when the market opens on November 9, 2026. The new CUSIP number for the Company’s
common stock following the Reverse Stock Split is 00534B308.
The foregoing description is qualified in its
entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 3.1 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. |
| 104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: November 5, 2026
| |
Adagio Medical Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Deborah Kaster |
| |
Name: |
Deborah Kaster |
| |
Title: |
Chief Financial Officer and Chief Business Officer |
