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. 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.
Adagio Medical Holdings, Inc. reported that Chief Financial Officer Deborah Kaster acquired 490,500 employee stock options on March 6, 2026. These options were granted under the company’s 2024 Equity Incentive Plan as a compensation award, not an open‑market share purchase.
According to the vesting terms, 25% of the option grant will vest on October 20, 2026, and the remaining options will vest in 36 equal monthly installments after that date. Following this grant, she holds 490,500 derivative securities directly.
Adagio Medical Holdings, Inc. director and Chief Executive Officer Todd Usen reported an acquisition of derivative securities through an option grant. He received 800,000 Employee Stock Options (Right to Buy) on March 6, 2026 as a grant or award, held directly.
According to the award terms, 25% of the options will vest on March 6, 2027, with the remaining options vesting in 36 equal monthly installments thereafter under the company’s 2024 Equity Incentive Plan.
Adagio Medical Holdings, Inc. Schedule 13G: ADAR1 Capital Management, LLC and Daniel Schneeberger report beneficial ownership of 1,205,447 shares of common stock, representing 5.7% of the class based on 21,179,637 shares outstanding as of November 10, 2025. The disclosed shares consist of 1,054,697 shares held by ADAR1 Partners, LP and 150,750 shares held by Spearhead Insurance Solutions IDF, LLC as of December 31, 2025. The filing excludes milestone warrants and convertible-note issuable shares, which are subject to 4.99% beneficial ownership limitations.
Alyeska Investment Group and affiliates have disclosed a significant passive stake in Adagio Medical Holdings, Inc. As of 12/31/2025, they report beneficial ownership of 2,096,784 shares of common stock, representing 9.9% of the outstanding shares.
The position consists of 1,159,615 common PIPE shares and warrants to purchase 2,136,177 shares, but those warrants are subject to a 9.9% beneficial ownership cap. Based on 21,179,637 shares outstanding cited from a December 16, 2025 prospectus, they may currently exercise only 937,169 shares under the warrants. The filers state the holdings are in the ordinary course of business and not for changing or influencing control.
Adagio Medical Holdings, Inc. received an updated ownership report showing that Perceptive Advisors and related entities hold a majority stake in its common stock. The group, including Perceptive Advisors LLC, Perceptive Life Sciences Master Fund, Ltd., C2 Life Sciences LLC, and Joseph Edelman, is reported to beneficially own 15,321,655 shares of common stock, representing 57.5% of the class.
This percentage is calculated based on 21,179,637 shares outstanding as of November 10, 2025 and assumes exercise of warrants for 5,445,069 shares held by the Perceptive entities. The Master Fund directly holds 9,675,684 shares plus the warrants, while C2 holds 200,902 shares. Perceptive Advisors acts as investment manager to the Master Fund and C2, and Edelman is the managing member of Perceptive Advisors, giving them shared voting and investment power over these holdings.
The filing states that the securities were not acquired and are not held for the purpose of changing or influencing control of Adagio Medical Holdings, but instead are reported as passive ownership under Schedule 13G.
Sio Capital Management, LLC reported a significant ownership position in Adagio Medical Holdings, Inc. common stock. As of December 31, 2025, Sio beneficially owned 1,288,461 shares, representing 6.08% of Adagio’s common stock, based on 21,179,637 shares outstanding as of November 10, 2025.
Sio, a Delaware limited liability company and registered investment adviser, has shared voting and dispositive power over these shares through affiliated funds. The position is certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of Adagio Medical Holdings.
Adagio Medical Holdings, Inc. reported an open market share purchase by its Chief Financial Officer, Deborah Kaster. On 12/16/2025, she bought 15,000 shares of common stock at a weighted average price of $1.1982 per share, and now beneficially owns 15,000 shares directly. The transaction was carried out in multiple trades, with prices ranging from $1.11 to $1.20 per share, and was reported as a purchase under the company’s insider reporting obligations.