Every 8-K that Adagio Medical Holdings, Inc (ADGM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ADGM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ADGM filings page.
Adagio Medical Holdings, Inc. (ADGM) reported that one holder converted $776,111 in aggregate principal amount of its 13% Senior Secured Convertible Notes, together with accrued and unpaid interest, if any, into 4,978,869 common shares between September 25, 2026 and October 1, 2026. The shares were issued using Alternate Conversion Prices ranging from $0.1265 to $0.1618 per share.
The shares were exchanged for the holder’s existing notes under Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange, and the company received no additional consideration in connection with the conversion.
Adagio Medical Holdings, Inc. (ADGM) began a process to explore strategic alternatives focused on maximizing shareholder value, potentially including an acquisition, merger, business combination or other transaction. The company said there is no assurance it will pursue or complete a transaction on attractive terms, if at all.
Effective September 23, 2026, Adagio will reduce its workforce by 25 of 43 full-time employees and estimates approximately $1.3 million in cash expenditures, primarily one-time severance, benefits and related costs, excluding non-cash equity-compensation charges. The estimate is subject to assumptions. For conversion dates from September 23 through October 31, 2026, subject to extension, the company notified holders of its 13% Senior Secured Convertible Notes that the Conversion Price would be reduced to the applicable Alternate Conversion Price: the lower of the then-current Conversion Price or 85% of the lowest common-stock VWAP during the five consecutive trading days ending on and including the trading day immediately preceding delivery or deemed delivery of a conversion notice.
As of June 30, 2026, preliminary unaudited cash, cash equivalents and marketable-securities investments were approximately $7.7 million. Adagio submitted -VT pivotal-study results in May 2026 to support its vCLAS Ventricular Ablation System PMA application; the -VT trial has enrolled 209 patients.
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.
Adagio Medical Holdings, Inc. made available an updated corporate presentation on August 13, 2026 for use in meetings with investors, analysts and other stakeholders. The presentation is accessible on the company’s website and is also included as Exhibit 99.1.
The information in this investor presentation, as described under the company’s Regulation FD disclosure, is being furnished rather than filed under the Exchange Act and is not incorporated by reference into other Securities Act or Exchange Act reports.
Adagio Medical Holdings, Inc. reported second quarter 2026 results and highlighted progress in its ventricular tachycardia program. Management cited an inflection point driven by favorable -VT pivotal data, submission of the vCLAS Ventricular Ablation System PMA to the FDA in May 2026, IDE approval to evaluate the next-generation vCLAS Ultra catheter, and CE-marked commercial availability of vCLAS for monomorphic VT in Europe and select other geographies.
For the quarter ended June 30, 2026, revenue was $0. Cost of revenue was nil versus $0.3 million a year earlier due to a pause in commercial activity in Europe. Research and development expenses rose to $2.5 million from $2.0 million, and selling, general and administrative expenses were $2.5 million versus $2.4 million. Net loss widened to $6.7 million, or $(0.30) per basic share, compared with $3.9 million, or $(0.26) per basic share, in 2025, driven in part by a $1.2 million unfavorable fair value adjustment on convertible notes. Cash and cash equivalents were $7.7 million as of June 30, 2026, with total liabilities of $34.3 million and stockholders’ deficit of $0.4 million.
Adagio Medical Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 16, 2026. Stockholders representing 16,069,984 shares, or 72.35% of the 22,210,459 shares outstanding as of the record date, were present or represented by proxy.
Two director nominees were elected to serve until the 2029 annual meeting. Orly Mishan received 11,930,745 votes for and 1,396,139 withheld, with 2,743,100 broker non-votes. Sean Salmon received 13,322,425 votes for and 4,459 withheld, with 2,743,100 broker non-votes.
Stockholders also ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 16,055,195 votes for, 14,081 against, and 708 abstentions.
Adagio Medical Holdings, Inc. reported that Nasdaq has notified the company its common stock no longer meets the Nasdaq Listing Rule 5550(a)(2) minimum bid price requirement. The stock has closed below $1.00 per share for the past 30 consecutive business days.
The company has 180 calendar days, until December 9, 2026, to regain compliance while its shares continue trading on the Nasdaq Capital Market. Compliance would be restored if the bid price closes at or above $1.00 for at least ten consecutive trading days.
If compliance is not regained by that date, Adagio may qualify for a second 180‑day period if it meets other Nasdaq Capital Market initial listing standards and indicates an intent to regain compliance, potentially through a reverse stock split. Failure to satisfy these conditions could result in delisting of its common stock.
Adagio Medical Holdings, Inc. has submitted a Premarket Approval (PMA) application to the U.S. Food and Drug Administration for its vCLAS Ventricular Ablation System to treat drug‑refractory, recurrent, sustained monomorphic ventricular tachycardia in patients with ischemic or non‑ischemic structural heart disease.
The PMA is supported by a pivotal IDE trial of 209 patients across 20 electrophysiology centers, showing 97.4% acute clinical success and strong six‑month results, including 84.3% freedom from ICD therapy, 2.4% major adverse events and a 78% reduction or elimination of anti‑arrhythmic drug use. The device has Breakthrough Device Designation and targets what the company describes as a $5.8 billion VT ablation market, with vCLAS already commercially available for VT treatment in Europe and select other regions but limited to investigational use in the United States.
Adagio Medical Holdings, Inc. reported first quarter 2026 results showing continued operating losses alongside clinical progress in its ventricular tachycardia program. The company generated no revenue for the quarter, reflecting its focus on development activities rather than commercial sales.
Operating expenses declined, with research and development at $2.7 million and selling, general and administrative costs at $2.5 million, both down from the prior year period. Net loss improved modestly to $7.0 million, or $0.31 per share, compared with a net loss of $7.7 million a year earlier.
Adagio ended March 31, 2026 with $12.9 million in cash and cash equivalents and total stockholders’ equity of $5.7 million, while total liabilities rose to $33.6 million. Management highlighted late-breaking -VT trial data and ongoing work toward a premarket approval submission for its vCLAS Cryoablation System.
Adagio Medical Holdings announced positive pivotal six‑month results from its -VT IDE trial of the vCLAS ventricular ablation system for treating ventricular tachycardia (VT). The study enrolled 209 patients with structural heart disease and met both safety and effectiveness endpoints, showing 84% freedom from ICD shock and 59% freedom from VT recurrence.
The trial included both ischemic and non‑ischemic cardiomyopathy patients, who achieved equivalent outcomes using an endocardial‑only ablation approach. Major adverse events occurred in 2.4% of patients, including 1.9% peri‑procedural deaths, with only 1.0% adjudicated as possibly device‑related. The company plans to use these data to support an FDA premarket approval application for vCLAS.
Adagio Medical Holdings, Inc. has scheduled its 2026 Annual Meeting of Stockholders for June 16, 2026. Stockholders of record at the close of business on April 24, 2026 will be entitled to receive notice of, and vote at, the meeting.
Stockholder proposals and director nominations must be received by the Company’s Secretary by April 30, 2026 to be considered, including proposals under Rule 14a-8 and notices required by the Company’s bylaws and the SEC’s universal proxy rules.
Adagio Medical Holdings, Inc. reported that the FDA has granted Investigational Device Exemption (IDE) approval to expand its -VT trial to study the next-generation vCLAS Ultra-Low Temperature Ablation (ULTA) Ventricular Ablation System for treating sustained monomorphic ventricular tachycardia. The IDE expansion allows a prospective, single-arm, multi-center sub-study of up to 55 patients with scar-mediated VT in ischemic and non-ischemic cardiomyopathy. The new vCLAS Ultra catheter targets ablation temperatures near -170°C and has shown over 50% reductions in ablation time in pre-clinical models, aiming to deliver deeper lesions, shorter procedure times, and improved usability on Adagio’s established endocardial ULTA platform.
Adagio Medical Holdings furnished an update on fourth quarter and full year 2025 results, showing sharply lower losses driven by cost cuts and the absence of prior-year impairments. Net loss was $3.3 million for Q4 2025, down from $57.4 million in Q4 2024, and $25.1 million for 2025 versus $75.0 million in 2024.
Research and development expenses fell to $10.6 million for 2025 from $12.2 million, while selling, general and administrative expenses declined to $10.6 million from $20.0 million. Cash and cash equivalents were $17.1 million as of December 31, 2025. The company also highlighted completion of enrollment in its 209-patient -VT pivotal IDE trial for the vCLAS Cryoablation System and plans to present pivotal results at the Heart Rhythm Society conference.
Adagio Medical Holdings, Inc. reported results from its 2025 Annual Meeting of Stockholders held on December 15, 2025. Of the 21,179,637 shares outstanding as of the record date, 13,862,436 shares, or 65.45%, were present or represented by proxy.
Stockholders elected Todd Usen and James L. Cox, M.D. as directors to serve until the 2028 annual meeting and until their successors are elected and qualified. They also approved the ratification of WithumSmith+Brown, PC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Adagio Medical Holdings, Inc. furnished a press release announcing its financial results for the quarter ended September 30, 2025, and providing a business update. The press release is included as Exhibit 99.1 to this Form 8-K.
The company states the materials furnished under Item 2.02, including Exhibit 99.1, are not deemed “filed” for purposes of Section 18 of the Exchange Act and are not incorporated by reference into other filings except as specifically referenced.
Adagio Medical Holdings, Inc. announced plans for its 2025 Annual Meeting of Stockholders on December 15, 2025. The company set the record date as the close of business on October 31, 2025, determining which stockholders can receive notice and vote.
Given no 2024 annual meeting occurred, the company outlined deadlines for stockholder actions tied to the 2025 meeting. Proposals under Rule 14a-8, as well as director nominations and other proposals under the company’s Bylaws, must be received by the Secretary no later than November 3, 2025. In addition, notices required by the SEC’s universal proxy rules (Rule 14a-19) are also due by November 3, 2025. The time and location of the meeting will be provided in the forthcoming definitive proxy statement.
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.
Adagio Medical Holdings (ADGM) entered a Securities Purchase Agreement for a private placement of 9,792,506 shares of common stock (or pre-funded warrants in lieu) with accompanying Tranche A, B, and C milestone warrants, for aggregate gross proceeds of approximately $19 million before fees.
Each share (or pre-funded warrant) is sold with three milestone warrants at a combined purchase price of $1.9403 per share unit (pre-funded unit: $1.9402). The milestone warrants are exercisable at $1.71 per share, in three equal tranches totaling 6,012,943 shares per tranche, and expire five years from issuance or 30 days after specified milestones, including results from the FULCRUM-VT IDE pivotal trial and FDA approvals of the vCLAS Cryoablation System and the second-generation vCLAS catheter. Entities affiliated with Perceptive Advisors purchased $4,250,000 of the offering.
Pre-funded warrants have a $0.0001 exercise price and are immediately exercisable. A Registration Rights Agreement requires filing a resale registration statement within 45 days, with cash penalties for registration failures. Beneficial ownership is capped at 4.99% or 9.99%, adjustable up to 19.99% with notice.
Adagio Medical Holdings, Inc. filed a Form 8-K to report that it has shared new clinical information about its Ultralow Temperature Cryoablation (ULTC) technology. On October 10, 2025, the company issued a press release with preliminary acute safety and efficacy results, measured within 7 days, from its FULCRUM-VT Study in patients with Sustained Monomorphic Ventricular Tachycardia.
The company also made available a study update presentation covering these same preliminary results. The press release is included as Exhibit 99.1 and the late breaking clinical trials presentation as Exhibit 99.2, both incorporated by reference into this report.
Adagio Medical Holdings, Inc. filed a current report describing a clinical milestone for its ventricular tachycardia program. On October 1, 2025, the company issued a press release announcing the completion of enrollment in its FULCRUM-VT pivotal U.S. Food and Drug Administration Investigational Device Exemption study. This study is evaluating Adagio’s vCLAS™ Cryoablation System for the ablation of monomorphic ventricular tachycardia, a serious heart rhythm disorder. The press release with further details is included as an exhibit to the report.
Adagio Medical Holdings, Inc. appointed its current Chief Business Officer, Deborah Kaster, to also serve as Chief Financial Officer and as its principal financial and accounting officer, effective September 5, 2025. She will continue leading business development, corporate strategy, and investor relations while taking on oversight of accounting, treasury, and financial planning. The prior interim CFO, Daniel George, stepped down from his finance roles on the effective date.
The amended offer letter sets Ms. Kaster’s annual base salary at $366,000, with eligibility for a salary increase of at least 4% upon closing an equity financing approved by the board that raises at least $5 million in gross cash proceeds. She may receive an annual discretionary performance and retention bonus of up to 40% of base salary and standard executive benefits. Existing options to purchase 819,000 shares now vest as 728,000 time-based options over four years starting April 1, 2026, and 91,000 options vest upon a qualifying Change in Control with stockholder consideration above $250,000,000. In a qualifying termination, she may receive six to twelve months of base salary and bonus-related severance, depending on timing relative to a Change in Control.
Adagio Medical Holdings furnished a press release announcing its financial results for the quarter ended June 30, 2025 and provided a business update; the release is attached as Exhibit 99.1.
The company also updated its corporate presentation for investor and analyst use, made available on its website and attached as Exhibit 99.2. Both items are expressly stated as furnished (not filed) under the Exchange Act.