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Adagio Medical Holdings, Inc. has filed a prospectus supplement covering the potential resale of up to 31,818,652 shares of common stock by selling stockholders. This total includes 73,333 Registration Delay Shares already issued, up to 31,145,319 shares issuable upon conversion of 13% senior secured convertible notes with a $10.00 per share conversion price, and up to 600,000 shares issuable upon exercise of warrants with a $24.00 per share exercise price. These securities were issued or are issuable under prior financing agreements, and this document updates the existing prospectus with a recent Current Report on Form 8-K. The company’s common stock trades on Nasdaq under the symbol ADGM, with a last reported price of $0.8779 per share on December 11, 2025.
Adagio Medical Holdings, Inc. filed a prospectus supplement covering the resale of up to 67,963,695 shares of its common stock by existing holders. The shares include previously issued stock, as well as shares issuable upon exercise of pre-funded warrants and other warrants, and upon conversion of 13% senior secured convertible notes, all tied to prior financing and business combination agreements. The supplement incorporates a recent Current Report on Form 8-K into the existing prospectus and must be read together with that document. Adagio’s common stock trades on the Nasdaq Capital Market under the symbol ADGM, and the last reported sales price on December 11, 2025 was $0.8779 per share. The company is classified as an emerging growth company and highlights that investing in its securities involves a high degree of risk.
Adagio Medical Holdings, Inc. has filed a Form S-3 to register 27,831,335 shares of common stock for resale by existing selling stockholders, including shares underlying pre-funded and milestone warrants issued in an October 2025 private placement.
The company is a medical device developer focused on ultra-low temperature cryoablation technology for treating ventricular tachycardia. The private placement raised approximately $19 million in gross proceeds and included 18,038,829 milestone warrants with a cash exercise price of $1.71 per share and pre-funded warrants at $0.0001 per share. Adagio will not receive proceeds from stockholder resales but may receive additional cash if these warrants are exercised.
As of October 31, 2025, Adagio had 21,179,637 shares of common stock outstanding. The company qualifies as an emerging growth company and smaller reporting company, allowing reduced reporting requirements.
Adagio Medical Holdings (ADGM) filed a prospectus supplement for the resale of up to 31,818,652 shares of common stock by selling stockholders. This covers 73,333 Registration Delay Shares, up to 31,145,319 shares issuable upon conversion of 13% senior secured convertible notes at $10.00 per share, and up to 600,000 shares issuable upon exercise of warrants at $24.00 per share. The supplement attaches the company’s latest Quarterly Report on Form 10‑Q.
In the quarter ended September 30, 2025, Adagio reported a net loss of $10.1 million, cash and cash equivalents of $4.7 million, and stockholders’ deficit of $1.3 million. The company announced a private placement in October 2025 for approximately $19 million in aggregate gross proceeds, and management states available cash, including those proceeds, is sufficient for at least 12 months from the report date. Shares outstanding were 21,179,637 as of November 10, 2025. ADGM last closed at $0.8724 on November 11, 2025.
Adagio Medical Holdings, Inc. furnished a press release announcing its financial results for the quarter ended September 30, 2025, and providing a business update. The press release is included as Exhibit 99.1 to this Form 8-K.
The company states the materials furnished under Item 2.02, including Exhibit 99.1, are not deemed “filed” for purposes of Section 18 of the Exchange Act and are not incorporated by reference into other filings except as specifically referenced.
Adagio Medical Holdings, Inc. (ADGM) will hold its 2025 virtual annual meeting on December 15, 2025 at 10:00 a.m. PT via www.virtualshareholdermeeting.com/ADGM2025. Stockholders of record as of October 31, 2025 may attend and vote using their Control Number.
Stockholders will vote on two items: (1) elect two Class I directors (Todd Usen and James L. Cox) for terms expiring at the 2028 meeting and (2) ratify WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2025.
The Board is classified into three classes and led by independent Chair Orly Mishan; a majority of directors are independent. The company discloses it is currently non-compliant with Nasdaq audit committee requirements under Listing Rule 5605 while evaluating options. Shares outstanding were 21,179,637 as of October 31, 2025. Audit-related fees billed by WithumSmith+Brown were $1,323,550 in 2024 and $303,200 in 2023.
Adagio Medical Holdings, Inc. (ADGM) filed a prospectus supplement tied to its Form S-1 covering the potential resale of up to 67,963,695 shares of common stock by selling stockholders. The registration includes up to 12,146,988 shares of common stock, up to 9,098,727 shares issuable upon exercise of warrants (including pre-funded, PIPE, and convert warrants), and up to 46,717,980 shares issuable upon conversion of 13% senior secured convertible notes.
The supplement also attaches a Current Report announcing the 2025 Annual Meeting on December 15, 2025, with a record date of October 31, 2025. Stockholder proposals and director nominations must be received by November 3, 2025 under Rule 14a-8, the company’s bylaws, and Rule 14a-19, as applicable. ADGM is listed on Nasdaq; the last reported price was $1.31 per share on October 23, 2025.
Adagio Medical Holdings (ADGM) filed a prospectus supplement for a resale offering covering up to 31,818,652 shares of common stock by selling stockholders. This 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 with a $24.00 exercise price. The supplement incorporates an attached Current Report on Form 8‑K.
Separately, the company set its 2025 Annual Meeting for December 15, 2025, with a record date of October 31, 2025. Stockholder proposals and director nominations are due by November 3, 2025 under Rule 14a‑8, the bylaws, and Rule 14a‑19. ADGM is listed on Nasdaq; the last reported sales price was $1.31 per share on October 23, 2025.
Adagio Medical Holdings, Inc. announced plans for its 2025 Annual Meeting of Stockholders on December 15, 2025. The company set the record date as the close of business on October 31, 2025, determining which stockholders can receive notice and vote.
Given no 2024 annual meeting occurred, the company outlined deadlines for stockholder actions tied to the 2025 meeting. Proposals under Rule 14a-8, as well as director nominations and other proposals under the company’s Bylaws, must be received by the Secretary no later than November 3, 2025. In addition, notices required by the SEC’s universal proxy rules (Rule 14a-19) are also due by November 3, 2025. The time and location of the meeting will be provided in the forthcoming definitive proxy statement.