Adagio Medical SEC Filings

Adagio Medical Holdings (ADGM) filed an 8-K announcing the closing of its previously announced private placement. The update references the earlier 8-K reporting entry into a Securities Purchase Agreement with certain accredited investors.

The company furnished a press release as Exhibit 99.1, dated October 20, 2025, which is incorporated by reference.

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.