Adagio Medical Holdings Files 8-K: Agreement, Delisting Notice

TL;DR

Adagio Medical Holdings entered a material agreement and got a delisting notice. Big changes ahead.

AI Summary

Adagio Medical Holdings, Inc. announced on January 2, 2025, that it entered into a material definitive agreement. The company also provided notice of delisting or failure to satisfy a continued listing rule or standard, and is transferring its listing. Financial statements and exhibits are included in this filing.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material agreement and potential delisting, which could impact the company's stock trading and future operations.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy continued listing rules suggests significant financial or operational distress, posing a high risk to investors.

Key Players & Entities

• Adagio Medical Holdings, Inc. (company) — Registrant
• January 2, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42199 (company_id) — Commission File Number
• 99-1151466 (company_id) — I.R.S. Employer Identification No.
• 26051 Merit Circle, Suite 102 (address) — Business and Mail Address
• Laguna Hills, CA 92653 (address) — Business and Mail Address City, State, Zip

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ADGM The Nasdaq Stock Marke
• $2.00 — n lieu of payment in cash at a price of $2.00 per share (the " Restricted Shares "),

Filing Documents

• tm2432281d1_8k.htm (8-K) — 33KB
• tm2432281d1_ex10-1.htm (EX-10.1) — 43KB
• 0001104659-25-001387.txt ( ) — 260KB
• adgm-20250102.xsd (EX-101.SCH) — 3KB
• adgm-20250102_lab.xml (EX-101.LAB) — 33KB
• adgm-20250102_pre.xml (EX-101.PRE) — 22KB
• tm2432281d1_8k_htm.xml (XML) — 4KB

01 - Entry into a Material Definitive Agreement

Item 1.01 - Entry into a Material Definitive Agreement On January 3, 2025, Adagio Medical Holdings, Inc. (the " Company ") and each Buyer (as defined below) entered into a Limited Waiver and Amendment (each, a " Waiver " and collectively the " Waivers ") to (i) the Securities Purchase Agreement, dated as of February 13, 2024 (the "Purchase Agreement"), by and among the Company, ARYA Sciences Acquisition Corp. IV, a company organized under the laws of the Cayman Islands, Adagio Medical, Inc., a Delaware corporation, and the buyers signatory thereto (the " Buyers "), (ii) the Registration Rights Agreement, dated as of July 31, 2024 (the " RRA "), by and among the Company and the Buyers, and (iii) the promissory notes issued on July 31, 2024 pursuant to the Purchase Agreement (the " Notes ") pursuant to which the Buyers waived certain defaults existing under the Purchase Agreement, RRA, and Notes as a result of the Company's misstated financial statements previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the " SEC ") on November 1, 2024. Pursuant to the Waivers, the Buyers expressly waive in part (i) Section 2(e) of the RRA, such that the Registration Delay Payment, as defined in the RRA, may be paid in the form of restricted shares, in lieu of payment in cash at a price of $2.00 per share (the " Restricted Shares "), with the Company issuing a total of 183,333 Restricted Shares and (ii) Section 2(d) of the RRA, such that the Company's filing with the Securities and Exchange Commission (the " SEC ") of a new registration statement no later than February 28, 2025 to cover the Required Registration Amount (as defined in the RRA), including the Restricted Shares, and the SEC's declaration of effectiveness of such registration of such filing date, and in each of clause (i) and (ii),

01. Notice of Delisting or Failure to Satisfy a Continued

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 2, 2025, the Company r eceived a letter from the Listing Qualifications Staff (the " Staff ") of The Nasdaq Stock Market LLC (" Nasdaq ") indicating that, due to the vacancy on the audit committee of the Company's Board of Directors (the " Board ") following Shahram Moaddeb's resignation from the Board as disclosed in the Company's Current Report on Form 8-K filed with the SEC on December 23, 2024, the Company is not in compliance with Nasdaq's audit committee requirements as set forth in Listing Rule 5605. Under Nasdaq Listing Rule 5605(c)(4), Nasdaq provided the Company a cure period in order to regain compliance as follows: (i) until the earlier of the Company's next annual shareholders' meeting or January 2, 2026 or (ii) if the next annual shareholders' meeting is held before June 30, 2025, then the Company must evidence compliance no later than June 30, 2025. The Company is in the process of reviewing and evaluating potential options to regain compliance with these continued listing requirements noted above in a manner consistent with the cure period. There can be no assurance that the Company will successfully regain compliance with these continued listing requirements within the applicable cure period. Cautionary Note Regarding

Forward-Looking Statements

Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the Company's plans to regain compliance with the Nasdaq Listing Rules. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as "believes," "anticipates," "plans," "expects," "intends," "will," "goal," "potential" and the negative of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on the Company's current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties, including but not limited to, Company's ability to make changes to its board and committee composition to regain compliance with the Nasdaq Listing Rules. Information regarding the foregoing and additional risks may be found in the section entitled "Risk Factors" in documents that the Company files from time to time with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Limited Waiver and Amendment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: January 6, 2025 Adagio Medical Holdings, Inc. By: /s/ John Dahldorf Name: John Dahldorf Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR