{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-099535","form_type":"8-K","ticker":"ADGM","cik":"0002006986","company_name":"Adagio Medical Holdings, Inc.","filed_at":"2025-10-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.267822+00:00","generated_at":"2026-05-17T03:47:50.455689+00:00","sec_items":["1.01","3.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Adagio Medical (ADGM) announces $19M upfront, $31M potential warrant proceeds in private placement","bullets":["Upfront proceeds ~$19M from 9.79M shares/pre-funded warrants at $1.9403 combined; Perceptive Advisors affiliate invests $4.25M.","Warrants (Tranche A/B/C) exercisable at $1.71/share for up to ~18M shares; expire based on FULCRUM-VT results, FDA approvals.","Proceeds used for working capital and advancement of cardiac ablation clinical and product development activities.","Private placement led by existing investor Perceptive Advisors; Piper Sandler sole placement agent; closing expected week of Oct 13."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-099535","json":"https://secwatch.observer/filing/0001104659-25-099535.json","markdown":"https://secwatch.observer/filing/0001104659-25-099535.md","text":"https://secwatch.observer/filing/0001104659-25-099535.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/0001104659-25-099535-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/tm2528783d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T03:47:50.455689+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"817e5142ed48f95a668558f852b0f5613f9007b1","claim":"Adagio Medical Holdings, Inc. issued 9,792,506 shares of common stock to accredited investors for $1.9403 per Share.","evidence_excerpt":"will be accompanied by one Tranche A Warrant, one Tranche B Warrant and one Tranche C Warrant. The combined purchase price of each Share and accompanying Milestone Warrants is $1.9403 and (which includes $0.2303 for the Milestone Warrants sold with each Share in accordance with the rules and regulations of The Nasdaq Stock Market LLC). The combined purchase","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/0001104659-25-099535-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"9,792,506 shares"},{"label":"Purchaser","value":"accredited investors"},{"label":"Consideration","value":"$1.9403 per Share"}],"fact_type":"equity_issuance"},{"claim_id":"8f6b1808b17d444be854df5036cb985d879ffccc","claim":"Adagio Medical Holdings, Inc. issued pre-funded warrants in lieu of shares of Common Stock of warrant to accredited investors for $1.9402 per Pre-Funded Warrant and $0.0001 exercise price.","evidence_excerpt":"whereby the Company will issue and sell to the Purchasers in a private placement (the “Private Placement”): (i) 9,792,506 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof, and (ii) accompanying (a) Tranche A Warrants","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/0001104659-25-099535-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"pre-funded warrants in lieu of shares of Common Stock"},{"label":"Purchaser","value":"accredited investors"},{"label":"Consideration","value":"$1.9402 per Pre-Funded Warrant and $0.0001 exercise price"}],"fact_type":"equity_issuance"},{"claim_id":"b14730879cac4429166ca77c3e8bc0379af63633","claim":"Adagio Medical Holdings, Inc. issued 6,012,943 shares of Common Stock of warrant to accredited investors for $1.71 per share exercise price.","evidence_excerpt":"by reference herein. Terms of the Pre-Funded Warrants and Milestone Warrants Each Milestone Warrant is exercisable for one share of Common Stock at an exercise price of $1.71 per share. The Milestone Warrants will expire upon the earlier of (i) five years from the date of issuance or (ii) (a) for the Tranche A Warrants, the date that is thirty (30)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/0001104659-25-099535-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"6,012,943 shares of Common Stock"},{"label":"Purchaser","value":"accredited investors"},{"label":"Consideration","value":"$1.71 per share exercise price"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}