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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 25, 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 3.02 |
Unregistered Sales of Equity Securities. |
As previously disclosed in Adagio Medical
Holdings, Inc.’s (the “Company”) Current Report on Form 8-K filed on September 23, 2026, in connection with its
process to explore strategic alternatives, the Company notified the holders (the “Holders”) of its outstanding 13%
Senior Secured Convertible Notes (the “Notes”), that it would lower the Conversion Price (as defined in the Notes) of
the Notes for each date during the period commencing on September 23, 2026 and ending on October 31, 2026, subject to extension, to
the Alternate Conversion Price (as defined in the Notes) in effect on such applicable date of conversion (the “Alternate
Conversion Election”).
Following the Alternate Conversion Election, between
September 25, 2026 and October 1, 2026, a Holder exercised its right to convert $776,111 aggregate principal amount (together with accrued
and unpaid interest thereon, if any) of the Notes (the “Alternate Conversion”), resulting in the issuance of 4,978,869 shares
of Common Stock, calculated using Alternate Conversion Prices ranging from $0.1265 to $0.1618 per share.
The shares of Common Stock issued upon the Alternate
Conversion described above were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act
of 1933, as amended (the “Securities Act”), on the basis that the shares were issued in exchange for outstanding securities
of the Company (the Notes) held by the existing Holders, with no commission or other remuneration being paid or given directly or indirectly
for soliciting such exchange, and no additional consideration was received by the Company in connection with the conversion.
The foregoing description of the Alternate Conversion
mechanism does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Notes, which is
filed as Exhibit 10.12 to the Company's Current Report on Form 8-K filed on August 6, 2024 and is incorporated herein by reference.
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: October 1, 2026
| |
Adagio Medical Holdings, Inc. |
| |
|
| |
By: |
/s/ Deborah Kaster |
| |
Name: |
Deborah Kaster |
| |
Title: |
Chief Financial Officer and Chief Business Officer |
