Adagio Medical Holdings Announces Key Executive and Board Changes

TL;DR

Adagio Medical Holdings shakes up leadership and board, files financial updates.

AI Summary

Adagio Medical Holdings, Inc. announced on December 11, 2024, the entry into a material definitive agreement, the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. The company also provided a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

Significant changes in leadership and board composition can signal strategic shifts or operational adjustments within the company, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in executive and board positions, along with material definitive agreements, can introduce uncertainty and potential shifts in company strategy.

Key Players & Entities

• Adagio Medical Holdings, Inc. (company) — Registrant
• December 11, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ADGM The Nasdaq Stock Mar
• $1,200,000 — ve: (i) cash severance in the amount of $1,200,000; (ii) additional cash severance in the
• $300,000 — itional cash severance in the amount of $300,000, conditioned upon the closing of a Chan
• $45 million — of the organization, including raising $45 million of private equity investments to take t
• $92 million — g four fundraising rounds totaling over $92 million. From 2015 to 2019, Mr. Usen was Presid
• $2B — icas, where he took charge of a complex $2B+ business and restructured the company
• $500,000 — Usen will receive: (i) a base salary of $500,000 per year (the "Base Salary"); (ii) an a
• $100,000 — relocation expenses, up to a maximum of $100,000; and (vi) an option to purchase shares

Filing Documents

• adgm-20241211x8k.htm (8-K) — 55KB
• adgm-20241211xex10d1.htm (EX-10.1) — 83KB
• adgm-20241211xex10d2.htm (EX-10.2) — 79KB
• adgm-20241211xex99d1.htm (EX-99.1) — 15KB
• 0001558370-24-016265.txt ( ) — 413KB
• adgm-20241211.xsd (EX-101.SCH) — 4KB
• adgm-20241211_def.xml (EX-101.DEF) — 3KB
• adgm-20241211_lab.xml (EX-101.LAB) — 17KB
• adgm-20241211_pre.xml (EX-101.PRE) — 12KB
• adgm-20241211x8k_htm.xml (XML) — 5KB

01 - Entry into a Material Definitive Agreement

Item 1.01 - Entry into a Material Definitive Agreement The information set forth in Item 5.02 below is hereby incorporated by reference into this Item 1.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Departure of Chief Executive Officer On December 11, 2024, Adagio Medical Holdings, Inc. (the "Company") and Olav Bergheim, the Chief Executive Officer of the Company and as Chairman of the Board ("CEO and Chairman"), agreed that Mr. Bergheim would resign from his position as CEO and Chairman of the Company, effective as of December 13, 2024 (the "Separation Date"). Mr. Bergheim agreed to remain with the Company as an independent contractor in an advisory role for a period of 12 months following the Separation Date (the "Advisory Period"). Mr. Bergheim's resignation was not a result of any disagreement with the Company on any matter relating to the Company's financial reporting, operations, policies or practices. The Board of Directors of the Company (the "Board") appointed Orly Mishan, one of the Company's current directors, to replace Mr. Bergheim as the chairperson of the Board, effective as of December 13, 2024. In connection with the foregoing, on December 13, 2024, the Company and Mr. Bergheim entered into an employment resignation and consulting agreement (the "Separation Agreement"), pursuant to which Mr. Bergheim will receive: (i) cash severance in the amount of $1,200,000; (ii) additional cash severance in the amount of $300,000, conditioned upon the closing of a Change in Control (as defined in the Company's 2024 Equity Incentive Plan) or the closing of an equity financing of the Company or a licensing transaction raising gross cash proceeds of a certain amount; (iii) health insurance benefits, which will terminate on the last day of the month in which the Separation Date occurs; and (iv) reimbursement of the employer portion of COBRA premi

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 16, 2024, the Company issued a press release regarding the events described in Item 5.02. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1# Employment Resignation and Consulting Agreement, dated December 13, 2024, by and between the Company and Olav Bergheim 10.2# Offer Letter, dated December 12, 2024, by and between the Company and Todd Usen 99.1 Press Release, dated December 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Indicates management contract or compensatory plan or arrangement. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 16, 2024 Adagio Medical Holdings, Inc. By: /s/ John Dahldorf Name: John Dahldorf Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR