Source-grounded facts extracted from Adagio Medical Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Adagio Medical Holdings, Inc. shareholders approved Ratification of the appointment of WithumSmith+Brown, PC as independent registered public accounting firm for the fiscal year ending December 31, 2026. at the 2026-06-16 meeting.
“Proposal No 2 : Ratification of the appointment of WithumSmith+Brown, PC as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows: For Against Abstain Broker Non-Votes 16,055,195 14,081 708 —”
Shareholder Votes
Adagio Medical Holdings, Inc. shareholders approved Election of two nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. at the 2026-06-16 meeting.
“Proposal No 1 : Election of two nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows: For Withheld Broker Non-Votes Orly Mishan 11,930,745 1,396,139 2,743,100 Sean Salmon 13,322,425 4,459 2,743,100 Both nominees were elected.”
Listing & Compliance Notices
Adagio Medical Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“June 12, 2026, Adagio Medical Holdings, Inc. (the “ Company ”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, as the minimum bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days (the “ Minimum Bid Price Requirement ”). The notification does not impact the listing of the Company’s common stock on The Nasdaq Ca”
Earnings Releases
Adagio Medical Holdings, Inc. reported three months ended March 31, 2026 results: net income Net loss for the three months ended March 31, 2026 was $7.0 million.
“Net loss for the three months ended March 31, 2026 was $7.0 million, compared to a net loss of $7.7 million for the three months ended March 31, 2025.”
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.
“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”
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.
“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)”
Equity Issuances
Adagio Medical Holdings, Inc. issued 9,792,506 shares of common stock to accredited investors for $1.9403 per Share.
“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”
Daniel George was appointed as Interim Chief Financial Officer at Adagio Medical Holdings, Inc..
“On April 17, 2025, Adagio Medical Holdings, Inc. (the “Company”) appointed Daniel George as the Company’s Interim Chief Financial Officer and designated Mr. George as its principal financial officer and principal accounting officer.”
John Dahldorf resigned as Chief Financial Officer at Adagio Medical Holdings, Inc..
“On March 11, 2025, John Dahldorf, the Chief Financial Officer of Adagio Medical Holdings, Inc. (the “Company”) announced his decision to resign as Chief Financial Officer, effective March 21, 2025.”
Hakon Bergheim departed as Chief Operating Officer at Adagio Medical Holdings, Inc..
“As part of its corporate restructuring announced on February 28, 2025, Adagio Medical Holdings, Inc. (the “Company”), announced the departure of Hakon Bergheim, the Company’s Chief Operating Officer, effective February 28, 2025.”
Listing & Compliance Notices
Adagio Medical Holdings, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(c)(4)).
“January 2, 2025, the Company r eceived a letter from the Listing Qualifications Staff (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that, due to the vacancy on the audit committee of the Company’s Board of Directors (the “ Board ”) following Shahram Moaddeb’s resignation from the Board as disclosed in the Company's Current Report on Form 8-K filed with the SEC on December 23, 2024, the Company is not in compliance with Nasdaq’s audit committee requirements as set forth in Listing Rule 5605. Under Nasdaq Listing Rule 5605(c)(4), Nasdaq provided the Company a cure period”
Listing & Compliance Notices
Adagio Medical Holdings, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605(c)(4)).
“January 2, 2025, the Company r eceived a letter from the Listing Qualifications Staff (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that, due to the vacancy on the audit committee of the Company’”
Listing & Compliance Notices
Adagio Medical Holdings, Inc. received a nasdaq noncompliance notice notice regarding audit committee (rules 5605(c)(2)(A)).
“December 20, 2024, Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”), notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Company will not be in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) as of January 1, 2025, solely due to a vacancy on the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) resulting from Shahram Moaddeb’s resignation from the Board as disclosed in”
Auditor Changes
Adagio Medical Holdings, Inc. reported that prior financial statements should not be relied upon.
“024 and 2023, which were reported in an amendment to the Business Combination Super 8-K on Form 8-K/A filed with the SEC on August 14, 2024 (the periods referenced in clause (i), (ii), and (iii), the “Relevant Periods”) should no longer be relied upon with respect to the error described below and should be restated. In addition, any earnings releases or other communications relating to the Relevant Periods should no longer be relied upon with respect to the error described below. As the Company previously reported on the Business Combination Super 8-K, on July 31, 2024 (the “Closing Date”), the Company consummated a business combination pursuant to the terms of the Business Combination Ag”
M&A Transactions
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).
“consummated the previously announced business combination (the "Business Combination") pursuant to the terms of the Business Combination Agreement”
Hakon Bergheim was appointed as Chief Operating Officer at Adagio Medical Holdings, Inc..
“Hakon Bergheim 42 Chief Operating Officer”
John Dahldorf was appointed as Chief Financial Officer at Adagio Medical Holdings, Inc..
“John Dahldorf 68 Chief Financial Officer”
Olav Bergheim was appointed as Chief Executive Officer and Chairman at Adagio Medical Holdings, Inc..
“Olav Bergheim 74 Chief Executive Officer and Chairman”
Sandra Gardiner was appointed as Class III Director at Adagio Medical Holdings, Inc..
“Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors”
Timothy Moran was appointed as Class III Director at Adagio Medical Holdings, Inc..
“Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors”
Keyvan Mirsaeedi-Farahani was appointed as Class III Director at Adagio Medical Holdings, Inc..
“Keyvan Mirsaeedi-Farahani, Timothy Moran and Sandra Gardiner were appointed as Class III directors”
Shahram Moaddeb was appointed as Class II Director at Adagio Medical Holdings, Inc..
“Orly Mishan and Shahram Moaddeb were appointed as Class II directors”
Orly Mishan was appointed as Class II Director at Adagio Medical Holdings, Inc..
“Orly Mishan and Shahram Moaddeb were appointed as Class II directors”
James L. Cox was appointed as Class I Director at Adagio Medical Holdings, Inc..
“Olav Bergheim and James L. Cox were appointed as Class I directors”
Olav Bergheim was appointed as Class I Director at Adagio Medical Holdings, Inc..
“Olav Bergheim and James L. Cox were appointed as Class I directors”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.