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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):
September 3, 2025
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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On September 5, 2025, the board of directors
(the “Board”) of Adagio Medical Holdings, Inc. (the “Company”) appointed Deborah Kaster, the Company’s
current Chief Business Officer (“CBO”), to also serve as Chief Financial Officer (“CFO”), and designated Ms. Kaster
as its principal financial officer and principal accounting officer, each effective September 5, 2025 (the “Effective Date”).
In this expanded role as both CFO and CBO, Ms. Kaster will continue to oversee business development, corporate strategy, and investor
relations while assuming responsibility for the Company’s financial operations, including accounting, treasury, and financial planning.
In connection with Ms. Kaster’s appointment, the Company’s Interim Chief Financial Officer, principal financial officer
and principal accounting officer, Daniel George, stepped down from serving in such capacities on the Effective Date.
Deborah Kaster, MBA, age 55, brings over 25 years
of financial leadership experience working with both public and private medical device companies. Prior to joining the Company as CBO
in March 2025, Ms. Kaster served as the Vice President of Investor Relations at Shockwave Medical, Inc., a publicly traded
medical device company, from July 2020 to June 2024. In this role, she led the company’s investor relations program and
was instrumental in corporate strategy, financial forecasting, and communications with investors and analysts. From January 2015
to July 2020, Ms. Kaster was a Managing Director at the Gilmartin Group LLC. Earlier in her career, Ms. Kaster ran business
development at Kyphon, Inc., a public medical device company, and she held various roles of increasing responsibility as an investment
banker in the medical device practice at Piper Jaffray Companies. Ms. Kaster holds a B.S. degree in Economics from Cornell University
and a M.B.A. in Finance and Strategy from the Wharton School at the University of Pennsylvania.
No family relationships exist between Ms. Kaster
and any of the Company’s directors or executive officers. Ms. Kaster has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Chief Financial Officer Offer Letter
In connection with her appointment as the Company’s
CFO, effective as of the Effective Date, the Company entered into an amended and restated offer letter agreement (the “Amended Offer
Letter”) with Ms. Kaster, which, among other terms, provides for an annual base salary of $366,000, per year paid semi-monthly
in accordance with our normal payroll practice. Pursuant to the Amended Offer Letter, Ms. Kaster will be eligible to receive am immediate
salary increase of no less than 4% upon the Company’s successful closing of an equity financing approved by the Board raising gross
cash proceeds of at least $5 million. Further, the Amended Offer Letter provides that Ms. Kaster will receive (i) an annual
discretionary performance and retention bonus of up to 40% of her base salary and (ii) standard employee benefits offered to executive
level employees. Further, in April 2025 the Company granted Ms. Kaster options to purchase 819,000 shares of the Company’s
common stock. Pursuant to the terms of the Amended Offer Letter, such options shall now vest as follows: (i) options to purchase
728,000 shares of the Company’s common stock (the “Time-Based Option”) shall vest generally subject to Ms. Kaster’s
continued employment over a four-year period, whereby twenty-five percent (25%) of Ms. Kaster Time-Based Option shares will vest
on April 1, 2026, with the remaining shares subject to the Time-Based Option vesting in thirty-six (36) equal monthly installments
thereafter, in each case generally subject to Ms. Kaster’s continued employment with the Company through the applicable vesting
dates, and (ii) the remaining options to purchase 91,000 shares of the Company’s common stock will vest immediately at the
time of the consummation of a Change in Control, within the meaning of the Company’s 2024 Equity Incentive Plan, that results in
total consideration to the Company’s stockholders of more than $250,000,000, generally subject to continued employment through the
consummation of such transaction.
Pursuant to the Amended Offer Letter, if the Company terminates Ms.
Kaster’s employment without “Cause” or if Ms. Kaster terminates her employment for “Good Reason” (each as
defined in the Amended Offer Letter, a “Qualifying Termination”), she will be entitled to (i) continued payment of her base
salary for 6 months and (ii) a prorated amount of the bonus she would have received had she remained employed with the Company. If however
the Qualifying Termination occurs during the period beginning three (3) months before and ending twelve (12) months after a Change in
Control, Ms. Kaster will instead be entitled to (i) continued payment of her base salary for 12 months and (ii) a lump sum payment equal
to her target annual bonus for the year of termination, prorated for the time of her employment during the applicable year. Such severance
benefits are conditioned upon Ms. Kaster’s execution of a general release of claims among certain other obligations. Pursuant to
the Amended Offer Letter, Ms. Kaster will be employed on an “at will” basis.
The foregoing description of the Amended Offer
Letter is only a summary, does not purport to be complete and is qualified in its entirety by the full text of the Offer Letter, which
will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025.
Item 7.01. Regulation FD Disclosure.
On September 5, 2025, the Company issued
a press release regarding Ms. Kaster’s CFO appointment. A copy of the press release is being furnished as Exhibit 99.1
and is incorporated herein by reference.
The information in this Item 7.01 of this Current
Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated or deemed to be incorporated
by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 5, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within
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: September 8, 2025
| |
Adagio Medical Holdings, Inc. |
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|
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By: |
/s/ Todd Usen |
| |
Name: |
Todd Usen |
| |
Title: |
Chief Executive Officer |
