Adagio Medical converts $776,111 of notes into 4,978,869 shares

Adagio Medical Holdings, Inc. (Nasdaq: ADGM) disclosed in a Form 8-K dated October 1, 2026, that a holder of its 13% Senior Secured Convertible Notes converted $776,111 of aggregate principal amount between September 25, 2026 and October 1, 2026. The filing says the conversion also covered accrued and unpaid interest on the notes, if any. The conversion resulted in the issuance of 4,978,869 shares of common stock. The 8-K is signed by Deborah Kaster, Chief Financial Officer and Chief Business Officer.

The terms

The conversion followed an election the company announced in an earlier Form 8-K filed on September 23, 2026, made in connection with its process to explore strategic alternatives. Under that election, the company notified the holders that it would lower the Conversion Price of the Notes for each date from September 23, 2026 through October 31, 2026, subject to extension, to the Alternate Conversion Price in effect on the applicable conversion date.

The shares were calculated using Alternate Conversion Prices ranging from $0.1265 to $0.1618 per share. The company issued them in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The filing says the shares were issued in exchange for outstanding securities of the company held by existing holders, with no commission or other remuneration paid for soliciting the exchange. It also says the company received no additional consideration in connection with the conversion.

The 8-K describes the conversion mechanism by reference to the form of Notes, which it says is filed as Exhibit 10.12 to the company's Current Report on Form 8-K filed on August 6, 2024. The filing identifies the holder only as "a Holder" and does not name it. The filing names no underwriter, placement agent, sales agent or financial advisor for the conversion.

Share count and filings

The company's Form 10-K/A, filed July 13, 2026, reports 22,210,459 shares of common stock outstanding as of March 23, 2026. That amendment was filed only to replace the certifications attached as Exhibits 31.1 and 31.2 to the original annual report, which was filed on March 27, 2026. The amendment contains only the cover page, the explanatory note, Item 15, the signature page and those certifications. The cover page reports an aggregate market value of $7.0 million held by non-affiliates as of June 30, 2025. The company checked the boxes for smaller reporting company and emerging growth company.

The 8-K itself does not state a total count of shares outstanding after the conversion, and it does not state how much principal remains outstanding under the Notes.

Financial position

The XBRL data in the company's filings show revenue of $0 for the year ended December 31, 2025, compared with $300,000 for 2023. Research and development expense was $10.6 million for 2025, down from $15.4 million for 2023. The net loss was $25.1 million for 2025, compared with $36.6 million for 2023. Cash from operations was negative $19.0 million for 2025.

The same data show year-end cash and cash equivalents of $17.1 million for 2025, attributed to a Form 10-Q filed August 11, 2026. Cash and cash equivalents were $7.7 million at June 30, 2026, which is lower than the year-end figure.

The risks ahead

Adagio still has to find a way to fund itself. The filings show no revenue for 2025, a net loss of $25.1 million, and cash from operations of negative $19.0 million, against cash and cash equivalents of $7.7 million at June 30, 2026. The note conversions have issued 4,978,869 new shares at prices of $0.1265 to $0.1618, and the company is exploring strategic alternatives. The reduced conversion price runs through October 31, 2026, and the 8-K says it is subject to extension. The filing does not say whether the company will extend it or how much of the Notes remains outstanding.

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