---
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"
generated_at: "2026-05-17T03:47:50.455689+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Adagio Medical (ADGM) announces $19M upfront, $31M potential warrant proceeds in private placement

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-099535
- JSON: https://secwatch.observer/filing/0001104659-25-099535.json
- Plain text: https://secwatch.observer/filing/0001104659-25-099535.txt

## Key facts
- Equity Issuances
  Adagio Medical Holdings, Inc. issued 9,792,506 shares of common stock to accredited investors for $1.9403 per Share.
  - Security: common stock
  - Shares: 9,792,506 shares
  - Purchaser: accredited investors
  - Consideration: $1.9403 per Share
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/0001104659-25-099535-index.htm
- Equity Issuances
  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.
  - Security: warrant
  - Shares: pre-funded warrants in lieu of shares of Common Stock
  - Purchaser: accredited investors
  - Consideration: $1.9402 per Pre-Funded Warrant and $0.0001 exercise price
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/0001104659-25-099535-index.htm
- Equity Issuances
  Adagio Medical Holdings, Inc. issued 6,012,943 shares of Common Stock of warrant to accredited investors for $1.71 per share exercise price.
  - Security: warrant
  - Shares: 6,012,943 shares of Common Stock
  - Purchaser: accredited investors
  - Consideration: $1.71 per share exercise price
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2006986/000110465925099535/0001104659-25-099535-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.