8-K
filed August 6, 2024, 7:59 PM ET
ticker ADGM
CIK 0002006986
M&A
confidence high
sentiment neutral
materiality 0.80
Adagio Medical Holdings, Inc. (ADGM): M&A transaction — Adagio Medical completes de-SPAC merger with ARYA, begins trading as ADGM on Nasdaq
Adagio Medical Holdings, Inc.
- Post-combination, 13,387,636 shares of New Adagio common stock outstanding; 7,587 shares under options.
- PIPE financing of ~$64.5M closed; $20M in 13% senior secured convertible notes issued with 1,500,000 warrants exercisable at $24/share.
- Sponsor forfeited 1,000,000 Class B shares; additional 1,147,500 shares subject to vesting if stock reaches $24 for 20 trading days.
- Shareholders redeemed 2,707,555 shares for ~$31.3M at ~$11.56 per share prior to closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hakon Bergheim was appointed as Chief Operating Officer at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
Hakon Bergheim 42 Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Olav Bergheim was appointed as Chief Executive Officer and Chairman at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer and Chairman
Exact text from the filing
Olav Bergheim 74 Chief Executive Officer and Chairman
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James L. Cox was appointed as Class I Director at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Olav Bergheim and James L. Cox were appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Keyvan Mirsaeedi-Farahani was appointed as Class III Director at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Orly Mishan was appointed as Class II Director at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Orly Mishan and Shahram Moaddeb were appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Olav Bergheim was appointed as Class I Director at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Olav Bergheim and James L. Cox were appointed as Class I directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shahram Moaddeb was appointed as Class II Director at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Orly Mishan and Shahram Moaddeb were appointed as Class II directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Moran was appointed as Class III Director at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Dahldorf was appointed as Chief Financial Officer at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
John Dahldorf 68 Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandra Gardiner was appointed as Class III Director at Adagio Medical Holdings, Inc..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Adagio Medical Holdings, Inc. underwent a change of control involving ARYA Sciences Acquisition Corp IV for exchange of shares of Adagio Common Stock for shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement (closed 2024-07-31).
- Action
- change of control
- Counterparty
- ARYA Sciences Acquisition Corp IV
- Consideration
- exchange of shares of Adagio Common Stock for shares of New Adagio Common Stock based on the exchange ratio set forth in the Business Combination Agreement
- Closing
- 2024-07-31
Exact text from the filing
consummated the previously announced business combination (the "Business Combination") pursuant to the terms of the Business Combination Agreement
View on SEC.gov
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