Welcome to our dedicated page for Adagio Medical SEC filings (Ticker: ADGM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Adagio Medical Holdings, Inc. filings document a public medical-device issuer developing catheter ablation systems for cardiac arrhythmias. Its Form 8-K reports include operating and financial results, business updates, clinical-study announcements, FDA IDE-related events, and press releases concerning the vCLAS® Ventricular Ablation System and Ultra-Low Temperature Ablation technology.
The company’s proxy and governance filings cover shareholder voting matters, director nominations, annual-meeting results, material agreements, governance practices, and capital-structure disclosures. Filings also identify ADGM common stock as Nasdaq-listed and classify the company as an emerging growth company for Exchange Act reporting purposes.
Adagio Medical Holdings, Inc. filed Post-Effective Amendment No. 2 to its Registration Statement (File No. 333-284266) to correct Exhibit 23.4 by replacing an unsigned consent from WithumSmith+Brown, PC with the proper signed consent. The amendment states no other changes to the registration statement or prospectus.
Adagio Medical Holdings, Inc. filed Post-Effective Amendment No. 2 to its Registration Statement (File No. 333-284263) to correct Exhibit 23.4, the consent of its independent registered public accounting firm. The amendment replaces an unsigned consent previously filed and makes no other changes to the registration statement or prospectus.
Adagio Medical Holdings, Inc. filed a Post-Effective Amendment converting its previously effective Form S-1 into a Form S-3 shelf registration to permit resale of up to 31,818,652 shares of Common Stock by selling stockholders, comprised of Registration Delay Shares, Convertible Note Shares and Warrant Shares.
The prospectus states the Company will not receive proceeds from resales except up to an aggregate of $14.4 million if all warrants are exercised for cash. Shares outstanding were 22,210,459 as of March 23, 2026; pro forma assuming full conversion/exercise would be 53,955,778. The filing notes the market price was $1.15 per share as of March 31, 2026 and warns that resale or perceived resale could materially pressure the share price.
Adagio Medical Holdings, Inc. amends its registration statement to convert the prior Form S-1 into a Form S-3 shelf registration and files a preliminary prospectus registering up to 67,963,695 shares of Common Stock for resale by the named selling stockholders.
The filing states that no additional securities are being registered under this amendment and that the company will not receive proceeds from the resale of the registered shares, except that it would receive cash proceeds up to approximately $96.9 million, assuming full cash exercise of outstanding warrants. Shares outstanding were 22,210,459 as of March 23, 2026, and the prospectus shows a pro forma outstanding share count of 79,175,666 assuming conversion/exercise of listed instruments.
Adagio Medical Holdings, Inc. registers up to 67,963,695 shares of Common Stock for resale by the selling stockholders named in the prospectus supplement. The registration encompasses multiple components including PIPE Shares, Pre-Funded Warrant Shares, PIPE Warrant Shares, Convertible Note Shares and various sponsor‑ and option‑related shares.
The supplement incorporates the company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 and states a last reported sales price of $1.24 per share on March 26, 2026. Shares outstanding were 22,210,459 as of March 23, 2026.
Adagio Medical Holdings, Inc. registers up to 31,818,652 shares of Common Stock for resale by selling stockholders. This prospectus supplement, dated March 27, 2026, covers 73,333 Registration Delay Shares, up to 31,145,319 Convertible Note Shares issuable upon conversion of 13% senior secured convertible notes (conversion price $10.00 per share, subject to adjustment), and up to 600,000 Warrant Shares issuable upon exercise of warrants with a $24.00 exercise price.
Shares outstanding were 22,210,459 as of March 23, 2026. The prospectus supplement incorporates the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and states these are offered for resale by the selling stockholders.
Adagio Medical Holdings is a clinical-stage medical device company developing ultra-low temperature ablation (ULTA) systems to treat life‑threatening ventricular tachycardia. Its vCLAS Cryoablation System has CE Mark approval and U.S. Breakthrough Device Designation, with a 209‑patient pivotal IDE trial fully enrolled.
The company remains pre‑commercial and highly loss‑making, reporting net losses of $25.1 million in 2025 and $75.0 million in 2024, with an accumulated deficit of $95.6 million as of December 31, 2025. Auditors raised substantial doubt about its ability to continue as a going concern, and management warns it must secure additional capital to fund operations.
As of June 30, 2025, non‑affiliate common stock had an aggregate market value of $7.0 million, and March 23, 2026 shares outstanding totaled 22,210,459. Adagio operates in a heavily regulated environment, highlighting extensive FDA, international, fraud‑and‑abuse, data privacy and cybersecurity obligations as key ongoing risks.
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.