ADGM announces private placement closing; Exhibit 99.1 press release

Rhea-AI Filing Summary

Adagio Medical Holdings (ADGM) filed an 8-K announcing the closing of its previously announced private placement. The update references the earlier 8-K reporting entry into a Securities Purchase Agreement with certain accredited investors.

The company furnished a press release as Exhibit 99.1, dated October 20, 2025, which is incorporated by reference.

Insights

Capital Markets Analyst

Closing of a previously announced private placement is confirmed; impact depends on absent terms and structure details.

Adagio Medical Holdings reported the Closing of its previously announced private placement with accredited investors under a Securities Purchase Agreement. This confirms execution of a financing transaction that had been pending, shifting it from intent to completion. The company furnished a press release as Exhibit 99.1.

Without disclosed terms here—such as security type, pricing, proceeds, or any warrant or registration rights—the shareholder impact cannot be quantified. Closings like this often address funding needs but can also introduce dilution or other obligations depending on structure. The lack of specifics in this excerpt keeps the net effect indeterminate.

Focus on the prior October 14, 2025 8-K and the October 20, 2025 press release for concrete terms, including any share issuance, conversion features, or covenants. Key near-term items to track are any follow-on registration undertakings and timing, plus any conditions tied to Nasdaq listing status if referenced in related materials.

false 0002006986 0002006986 2025-10-20 2025-10-20 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): October 20, 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 8.01 Other Events

On October 20, 2025, Adagio Medical Holdings, Inc. (the “Company”) issued a press release announcing the closing (the “Closing”) of its previously announced private placement, which was the subject of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 14, 2025, reporting entry into a Securities Purchase Agreement with certain accredited investors. A copy of the press release announcing the Closing is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 20, 2025

	Adagio Medical Holdings, Inc.
	By:	/s/ Todd Usen
	Name:	Todd Usen
	Title:	Chief Executive Officer

3

FAQ

What did ADGM disclose in this Form 8-K?

The company announced the closing of its previously announced private placement.

When was the closing announcement made?

The press release announcing the closing is dated October 20, 2025.

What exhibit accompanies the 8-K?

A press release is attached as Exhibit 99.1 and incorporated by reference.

What prior filing does this reference?

It references the earlier Form 8-K reporting entry into a Securities Purchase Agreement with accredited investors.

What is ADGM’s stock exchange and symbol?

Common stock trades on The Nasdaq Stock Market LLC under the symbol ADGM.

Is ADGM an emerging growth company?

Yes, it is identified as an emerging growth company in the filing.