Adagio Medical issues nearly 5 million shares in debt conversion

Adagio Medical Holdings, Inc. (Nasdaq: ADGM) issued 4,978,869 shares of common stock following the conversion of $776,111 in principal amount of its 13% Senior Secured Convertible Notes. The company disclosed this unregistered sale in a Form 8-K filed with the U.S. Securities and Exchange Commission on October 1, 2026.

The conversion occurred between September 25, 2026, and October 1, 2026, utilizing an Alternate Conversion Election mechanism. This process allowed holders to convert the notes at Alternate Conversion Prices ranging from $0.1265 to $0.1618 per share during that period. The shares were issued in exchange for outstanding securities held by existing noteholders, with no commission or other remuneration paid for soliciting the exchange and no additional consideration received by the company.

This transaction follows a prior disclosure by the company in a Form 8-K dated September 23, 2026. In that filing, Adagio Medical announced it was exploring strategic alternatives and notified noteholders of the lowered Conversion Price for the period commencing September 23, 2026, and ending October 31, 2026. The company noted that this period is subject to extension.

The company relied on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 for this issuance. Adagio Medical, incorporated in Delaware, maintains its principal executive offices at 26051 Merit Circle, Suite 102, Laguna Hills, CA. Deborah Kaster, Chief Financial Officer and Chief Business Officer, signed the report on behalf of the registrant.