Adagio Medical Holdings Enters Material Agreement
Ticker: ADGM · Form: 8-K · Filed: Oct 15, 2025 · CIK: 2006986
| Field | Detail |
|---|---|
| Company | Adagio Medical Holdings, INC. (ADGM) |
| Form Type | 8-K |
| Filed Date | Oct 15, 2025 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.0001, $19 million, $31 million, $1.9403, $0.2303 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-securities, other-events
TL;DR
Adagio Medical Holdings signed a big deal, details TBD.
AI Summary
On October 14, 2025, Adagio Medical Holdings, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. The filing was made on October 15, 2025.
Why It Matters
This filing indicates a significant new agreement for Adagio Medical Holdings, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce uncertainty and potential dilution.
Key Players & Entities
- Adagio Medical Holdings, Inc. (company) — Registrant
- October 14, 2025 (date) — Date of earliest event reported
- October 15, 2025 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
- Laguna Hills, CA (location) — Principal business address
FAQ
What is the nature of the material definitive agreement entered into by Adagio Medical Holdings, Inc.?
The filing states that Adagio Medical Holdings, Inc. entered into a material definitive agreement on October 14, 2025, but the specific details of this agreement are not provided in this current report.
When was this Form 8-K filed with the SEC?
This Form 8-K was filed with the SEC on October 15, 2025.
What other items are reported in this 8-K filing?
In addition to the material definitive agreement, the filing also reports on unregistered sales of equity securities and other events.
What is Adagio Medical Holdings, Inc.'s principal business address?
Adagio Medical Holdings, Inc.'s principal business address is 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653.
What is the Commission File Number for Adagio Medical Holdings, Inc.?
The Commission File Number for Adagio Medical Holdings, Inc. is 001-42199.
Filing Stats: 1,832 words · 7 min read · ~6 pages · Grade level 13 · Accepted 2025-10-15 08:05:53
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ADGM The Nasdaq Stock Marke
- $19 million — gregate gross proceeds of approximately $19 million (excluding up to approximately $31 mill
- $31 million — million (excluding up to approximately $31 million of aggregate gross proceeds that may be
- $1.9403 — and accompanying Milestone Warrants is $1.9403 and (which includes $0.2303 for the Mil
- $0.2303 — Warrants is $1.9403 and (which includes $0.2303 for the Milestone Warrants sold with ea
- $1.9402 — t and accompanying Milestone Warrant is $1.9402 (equal to the combined purchase price p
- $0.001 — accompanying Milestone Warrants, minus $0.001). Entities affiliated with Perceptive A
- $4,250,000 — ants for an aggregate purchase price of $4,250,000. The Securities Purchase Agreement con
- $1.71 — of Common Stock at an exercise price of $1.71 per share. The Milestone Warrants will
Filing Documents
- tm2528783d1_8k.htm (8-K) — 41KB
- tm2528783d1_ex4-1.htm (EX-4.1) — 87KB
- tm2528783d1_ex4-2.htm (EX-4.2) — 108KB
- tm2528783d1_ex10-1.htm (EX-10.1) — 232KB
- tm2528783d1_ex10-2.htm (EX-10.2) — 96KB
- tm2528783d1_ex99-1.htm (EX-99.1) — 10KB
- 0001104659-25-099535.txt ( ) — 880KB
- adgm-20251014.xsd (EX-101.SCH) — 3KB
- adgm-20251014_lab.xml (EX-101.LAB) — 33KB
- adgm-20251014_pre.xml (EX-101.PRE) — 22KB
- tm2528783d1_8k_htm.xml (XML) — 4KB
01. Financial Statements and Exhibits
Item 8.01. Financial Statements and Exhibits. On October 15, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 3
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 4.2 Form of Milestone Warrant. 10.1 Form of Securities Purchase Agreement, dated October 14, 2025, by and among Adagio Medical Holdings, Inc. and each of the several purchasers signatory thereto. 10.2 Form of Registration Rights Agreement, dated October 14, 2025, by and among Adagio Medical Holdings, Inc. and each of the several purchasers signatory thereto. 99.1 Press Release, dated October 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: October 15, 2025 Adagio Medical Holdings, Inc. By: /s/ Todd Usen Name: Todd Usen Title: Chief Executive Officer 5