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.
The Adagio Medical Holdings, Inc. (Nasdaq: ADGM) SEC filings page on Stock Titan aggregates the company’s regulatory disclosures, giving investors structured access to official information about this medical device issuer. Adagio’s filings describe its focus on catheter-based Ultra-Low Temperature Cryoablation (ULTC) technology for cardiac arrhythmias and provide detail on its corporate structure, governance, and capital markets activity.
Through Form 8-K current reports, Adagio furnishes information on material events such as private placement financings, preliminary clinical data releases, and key leadership appointments. For example, recent 8-K filings reference the Securities Purchase Agreement for a private placement of common stock and warrants, the closing of that financing, and press releases announcing acute results from the FULCRUM-VT pivotal IDE study and the completion of enrollment in that trial. Other 8-Ks disclose changes in executive roles, including the expansion of the Chief Business Officer’s responsibilities to include Chief Financial Officer, and the scheduling of the company’s annual meeting.
Adagio’s DEF 14A definitive proxy statement provides additional context on board elections, auditor ratification, executive compensation, security ownership, and the business combination that created Adagio Medical Holdings, Inc. It also outlines stockholder voting procedures and meeting logistics. Periodic reports such as Forms 10-Q and 10-K, when viewed alongside these current reports, give a fuller picture of Adagio’s financial condition and risk disclosures, although they are not reproduced in the text above.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight key terms, clinical and regulatory milestones, and financing structures, helping readers interpret complex documents more quickly. Users can also review filings related to equity issuances and warrant terms, as well as governance documents that frame Adagio’s ongoing reporting obligations as an emerging growth company listed on The Nasdaq Stock Market LLC.
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. filed a Form 8-K to report that it has shared new clinical information about its Ultralow Temperature Cryoablation (ULTC) technology. On October 10, 2025, the company issued a press release with preliminary acute safety and efficacy results, measured within 7 days, from its FULCRUM-VT Study in patients with Sustained Monomorphic Ventricular Tachycardia.
The company also made available a study update presentation covering these same preliminary results. The press release is included as Exhibit 99.1 and the late breaking clinical trials presentation as Exhibit 99.2, both incorporated by reference into this report.
Adagio Medical Holdings, Inc. filed a current report describing a clinical milestone for its ventricular tachycardia program. On October 1, 2025, the company issued a press release announcing the completion of enrollment in its FULCRUM-VT pivotal U.S. Food and Drug Administration Investigational Device Exemption study. This study is evaluating Adagio’s vCLAS™ Cryoablation System for the ablation of monomorphic ventricular tachycardia, a serious heart rhythm disorder. The press release with further details is included as an exhibit to the report.
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.
Adagio Medical Holdings, Inc. appointed its current Chief Business Officer, Deborah Kaster, to also serve as Chief Financial Officer and as its principal financial and accounting officer, effective September 5, 2025. She will continue leading business development, corporate strategy, and investor relations while taking on oversight of accounting, treasury, and financial planning. The prior interim CFO, Daniel George, stepped down from his finance roles on the effective date.
The amended offer letter sets Ms. Kaster’s annual base salary at $366,000, with eligibility for a salary increase of at least 4% upon closing an equity financing approved by the board that raises at least $5 million in gross cash proceeds. She may receive an annual discretionary performance and retention bonus of up to 40% of base salary and standard executive benefits. Existing options to purchase 819,000 shares now vest as 728,000 time-based options over four years starting April 1, 2026, and 91,000 options vest upon a qualifying Change in Control with stockholder consideration above $250,000,000. In a qualifying termination, she may receive six to twelve months of base salary and bonus-related severance, depending on timing relative to a Change in Control.
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.
Adagio Medical Holdings furnished a press release announcing its financial results for the quarter ended June 30, 2025 and provided a business update; the release is attached as Exhibit 99.1.
The company also updated its corporate presentation for investor and analyst use, made available on its website and attached as Exhibit 99.2. Both items are expressly stated as furnished (not filed) under the Exchange Act.