Adagio Medical Holdings Files 8-K on Shareholder Nominations
Ticker: ADGM · Form: 8-K · Filed: Oct 24, 2025 · CIK: 2006986
| Field | Detail |
|---|---|
| Company | Adagio Medical Holdings, INC. (ADGM) |
| Form Type | 8-K |
| Filed Date | Oct 24, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, shareholder-action
TL;DR
Adagio Medical Holdings filed an 8-K about shareholder nominations - potential shake-up incoming?
AI Summary
Adagio Medical Holdings, Inc. filed an 8-K on October 23, 2025, regarding shareholder nominations under Exchange Act Rule 14a-11. The filing details the company's structure, including its incorporation in Delaware and its principal executive offices located at 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653. The company previously operated under the name Aja Holdco, Inc. before changing its name on January 4, 2024.
Why It Matters
This filing signals potential changes or activism within Adagio Medical Holdings, Inc. as it pertains to shareholder nominations, which could impact the company's future direction and governance.
Risk Assessment
Risk Level: medium — Filings related to shareholder nominations can indicate internal disputes or activist investor involvement, which may lead to uncertainty and volatility.
Key Players & Entities
- Adagio Medical Holdings, Inc. (company) — Registrant
- October 23, 2025 (date) — Date of earliest event reported
- Exchange Act Rule 14a-11 (legal_document) — Subject of the filing
- Delaware (jurisdiction) — State of incorporation
- 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653 (address) — Principal executive offices
- Aja Holdco, Inc. (company) — Former company name
- January 4, 2024 (date) — Date of name change
FAQ
What specific shareholder nominations are being reported in this 8-K filing?
The filing states it is regarding 'Shareholder Nominations Pursuant to Exchange Act Rule 14a-11', but the specific details of the nominations are not provided in the excerpt.
When was the earliest event reported in this Form 8-K?
The earliest event reported was on October 23, 2025.
What is the principal executive office address for Adagio Medical Holdings, Inc.?
The principal executive offices are located at 26051 Merit Circle, Suite 102, Laguna Hills, CA 92653.
What was Adagio Medical Holdings, Inc. formerly known as?
The company was formerly known as Aja Holdco, Inc.
On what date did the company change its name from Aja Holdco, Inc.?
The date of the name change was January 4, 2024.
Filing Stats: 803 words · 3 min read · ~3 pages · Grade level 15.1 · Accepted 2025-10-24 16:25:36
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ADGM The Nasdaq Stock Marke
Filing Documents
- tm2529456d1_8k.htm (8-K) — 26KB
- 0001104659-25-102156.txt ( ) — 190KB
- adgm-20251023.xsd (EX-101.SCH) — 3KB
- adgm-20251023_lab.xml (EX-101.LAB) — 33KB
- adgm-20251023_pre.xml (EX-101.PRE) — 22KB
- tm2529456d1_8k_htm.xml (XML) — 4KB
08 Shareholder Director Nominations
Item 5.08 Shareholder Director Nominations On October 23, 2025, the Board of Directors of Adagio Medical Holdings, Inc. (the "Company") established December 15, 2025 as the date of the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"). The time and location of the 2025 Annual Meeting will be set forth in the Company's definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission (the "SEC"). The record date for determining stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting will be the close of business on October 31, 2025. Because the Company did not hold a 2024 Annual Meeting of Stockholders, the Company is filing this Current Report on Form 8-K to inform stockholders of the date of the 2025 Annual Meeting and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations. Stockholders who intend to present proposals for inclusion in the Company's proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 ("Rule 14a-8") promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), must ensure that such proposals are delivered to or mailed and received by the Company's Secretary at Adagio Medical Holdings, Inc., 26051 Merit Circle, Suite 102 Laguna Hills, CA, no later than November 3, 2025, which the Company has determined to be a reasonable time before it expects to begin to deliver and make available its proxy materials for the 2025 Annual Meeting, and must furthermore comply with all applicable requirements of Rule 14a-8. Pursuant to the Company's amended and restated bylaws ("Bylaws"), for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Company's Secretary at Adagio Medical Holdings, Inc., 26051 Merit Circle, Suite 102 Laguna Hills, CA, no later than No