Welcome to our dedicated page for Adagio Medical Holdings 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.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Adagio Medical Holdings's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time SEC filing updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Adagio Medical Holdings's regulatory disclosures and financial reporting.
Adagio Medical Holdings (ADGM) insiders affiliated with Perceptive disclosed purchases of derivative securities on 10/20/2025. The filing shows three “Common Warrant” tranches (Tranche A, B, and C), each for 1,344,999 underlying shares with a $1.71 exercise price, acquired at a purchase price of $0.1846 per warrant. It also reports 2,190,496 pre‑funded warrants with a $0.0001 exercise price, acquired at $1.6002 per pre‑funded warrant.
The common warrants are immediately exercisable and expire on the fifth anniversary of issuance, and the pre‑funded warrants are immediately exercisable and expire when fully exercised. All instruments carry a 9.99% Beneficial Ownership Limitation. The securities were purchased in a registered public offering that closed on October 20, 2025, and are reported as indirectly held by Perceptive Life Sciences Master Fund Ltd., with Perceptive Advisors LLC as investment manager and Joseph Edelman as managing member.
Adagio Medical Holdings filed a prospectus supplement covering the resale of up to 31,818,652 shares of common stock by selling stockholders. This includes 73,333 Registration Delay Shares, up to 31,145,319 shares issuable upon conversion of 13% senior secured convertible notes at a $10.00 per-share conversion price (subject to adjustment), and up to 600,000 shares issuable upon exercise of warrants at a $24.00 per-share exercise price.
Separately, the company announced the closing of a previously announced private placement with $19 million upfront proceeds. According to the announcement, funds are intended to support FDA submission activities for the FULCRUM‑VT pivotal study for PMA of the vCLAS ULTC System, advance next‑generation ULTC catheter work, build awareness, expand manufacturing and commercial readiness, and strengthen operations. Adagio’s common stock trades on Nasdaq as ADGM.
Adagio Medical Holdings filed a prospectus supplement for the resale of up to 67,963,695 shares of common stock by selling stockholders. The registration covers 12,146,988 issued shares, up to 9,098,727 shares issuable upon exercise of warrants, and up to 46,717,980 shares issuable upon conversion of notes, along with other previously issued or issuable shares detailed in the underlying agreements.
The supplement attaches a Current Report on Form 8‑K noting the company announced the closing of a private placement with $19 million upfront, with stated priorities including support for FULCRUM‑VT PMA submission activities, next‑generation ULTC catheter development, manufacturing scale‑up, and corporate operations. Adagio’s common stock trades on Nasdaq as “ADGM”; the last reported sales price was $1.375 per share on October 17, 2025.
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.