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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.
Adage Capital Management, L.P., together with individuals Robert Atchinson and Phillip Gross, reported beneficial ownership of 821,261 shares of Adagio Medical Holdings, Inc. common stock, representing 5.34% of the class. The percentage was calculated using 15,381,565 shares outstanding as of May 7, 2025, per the company quarterly report filed May 15, 2025. The Schedule 13G shows shared voting and shared dispositive power over all 821,261 shares and includes a certification that the securities were acquired and are held in the ordinary course of business and not to influence control. The filing lists the issuer office in Laguna Hills, CA, and includes a joint filing agreement as Exhibit 99.1.