ADGM insiders report three warrant tranches and pre-funded buys
Rhea-AI Filing Summary
Adagio Medical Holdings (ADGM) insiders affiliated with Perceptive disclosed purchases of derivative securities on 10/20/2025. The filing shows three “Common Warrant” tranches (Tranche A, B, and C), each for 1,344,999 underlying shares with a $1.71 exercise price, acquired at a purchase price of $0.1846 per warrant. It also reports 2,190,496 pre‑funded warrants with a $0.0001 exercise price, acquired at $1.6002 per pre‑funded warrant.
The common warrants are immediately exercisable and expire on the fifth anniversary of issuance, and the pre‑funded warrants are immediately exercisable and expire when fully exercised. All instruments carry a 9.99% Beneficial Ownership Limitation. The securities were purchased in a registered public offering that closed on October 20, 2025, and are reported as indirectly held by Perceptive Life Sciences Master Fund Ltd., with Perceptive Advisors LLC as investment manager and Joseph Edelman as managing member.
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Insights
Neutral Form 4: Perceptive reports warrant and pre‑funded warrant buys.
The filing records acquisitions of three common warrant tranches (each for 1,344,999 underlying shares at an exercise price of $1.71) purchased at $0.1846 per warrant, plus pre‑funded warrants for 2,190,496 shares at a $0.0001 exercise price, purchased at $1.6002. These were acquired in a registered public offering that closed on October 20, 2025.
Common warrants are immediately exercisable and expire on the fifth anniversary of issuance; pre‑funded warrants are immediately exercisable and expire upon full exercise. A 9.99% Beneficial Ownership Limitation applies, constraining exercises that would push ownership or voting power above that threshold.
All positions are reported as indirectly held by the Master Fund with Perceptive Advisors LLC as investment manager. Actual share issuance from these instruments depends on exercise decisions within the ownership cap; the filing does not state specific timing beyond these terms.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Tranche A Warrant ("Common Warrant" right to buy) | 1,344,999 | $0.1846 | $248K |
| Purchase | Tranche B Warrant ("Common Warrant" right to buy) | 1,344,999 | $0.1846 | $248K |
| Purchase | Tranche C Warrant ("Common Warrant" right to buy) | 1,344,999 | $0.1846 | $248K |
| Purchase | Pre-Funded Warrant (right to buy) | 2,190,496 | $1.6002 | $3.51M |
Footnotes (1)
- The common warrants are immediately exercisable, subject to the Beneficial Ownership Limitation (as defined below), and will expire on the fifth anniversary of their issuance. Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"). Represents the purchase price for each common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. The pre-funded warrants are immediately exercisable, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full. Represents the purchase price for each pre-funded warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.
