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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.
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.