Adagio Medical SEC Filings

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 prospectus supplement for the resale of up to 67,963,695 shares of common stock by selling stockholders from time to time. The registration covers multiple share categories tied to prior financing arrangements and the business combination.

The mix includes up to 12,146,988 shares of common stock, up to 9,098,727 shares issuable upon exercise of warrants, and up to 46,717,980 shares issuable upon conversion of 13% senior secured convertible notes. Components identified in the filing include PIPE Shares and Pre‑Funded Warrant Shares under amended and restated subscription agreements, PIPE Warrant Shares with a $10.00 exercise price, Convert Warrant Shares with a $24.00 exercise price, and Convertible Note Shares with a $10.00 conversion price, along with sponsor and director-related shares tied to the business combination.

The company’s common stock trades on Nasdaq as ADGM; the last reported sale price was $1.71 per share on October 14, 2025.

Adagio Medical Holdings (ADGM) filed a prospectus supplement that permits the selling stockholders to offer and sell up to 31,818,652 shares of common stock from time to time. This total includes 73,333 Registration Delay Shares, up to 31,145,319 Convertible Note Shares issuable upon conversion of 13% senior secured convertible notes at a $10.00 conversion price (subject to adjustment), and up to 600,000 Warrant Shares issuable upon exercise of warrants at an $24.00 exercise price.

The supplement updates the February 7, 2025 prospectus by attaching a recent Current Report on Form 8-K. ADGM’s common stock trades on Nasdaq under “ADGM”; the last reported price was $1.71 on October 14, 2025. This filing lists shares that existing holders may sell, defining how note conversions and warrant exercises could add registered shares available for resale.

Adagio Medical Holdings, Inc. (ADGM) Form 3 shows Deborah Kaster, the company's Chief Financial Officer and a director, reporting an initial equity award consisting of an employee stock option covering 728,000 shares of Common Stock exercisable on 04/01/2035 at an exercise price of $0.84 per share. The grant vests 25% on the one-year anniversary of April 1, 2025, with the remaining shares vesting in 36 equal monthly installments thereafter.

The Form 3 lists the event date as 09/05/2025 and is signed on 09/30/2025. This filing is an initial statement of beneficial ownership under Section 16 and discloses the reported derivative security (an option) owned directly by the reporting person.

RA Capital and affiliated persons report beneficial ownership of Adagio Medical common stock equal to 1,200,000 shares, representing 7.2% of the outstanding class as of June 30, 2025. The filing clarifies that 1,140,000 of those shares are issuable upon exercise of warrants held directly by RA Capital Healthcare Fund, L.P., and 60,000 are issuable upon exercise of warrants held by RA Capital Nexus Fund II, L.P. RA Capital, Dr. Kolchinsky and Mr. Shah note delegated voting and dispositive powers for the funds and file this Amendment to correct a prior clerical omission of the warrant-based holdings.

RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., Peter Kolchinsky and Rajeev Shah filed an amendment to a Schedule 13G regarding Adagio Medical Holdings, Inc. The filing states that each Reporting Person beneficially owns 0 shares of Adagio common stock, representing 0.0% of the class as of June 30, 2025. The Reporting Persons expressly disclaim being a group and confirm the shares were not acquired to influence control of the issuer.