Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Related Party Transactions | |
| Related Party Transactions | Note 17 - Related Party Transactions Shared Services Agreement During the three and six months ended June 30, 2025 (Successor), the Company incurred $0.2 million and $0.4 million, respectively, and during the three and six months ended June 30, 2024 (Predecessor), the Company incurred $0.4 million and $0.8 million, respectively, for finance and accounting services and other general and administrative support services pursuant to a Shared Services Agreement (“Shared Services Agreement”) with Fjord Ventures (“Fjord”), a company owned and operated by the Company’s former Chief Executive Officer. The transactions are recorded as selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Laguna Hills Sublease (Predecessor) In addition to the Shared Services Agreement, Legacy Adagio also sub-leased approximately 4,992 square feet of office and manufacturing space in Laguna Hills, California from Fjord. On March 31, 2024, the sub-lease with Fjord expired. During the six months ended June 30, 2024 (Predecessor), Legacy Adagio incurred $25.5 thousand of lease expense, under the sub-lease agreement. Refer to Note 11 - Operating Leases for further detail. October 2022 Convertible Notes (Predecessor) On October 27, 2022, Legacy Adagio issued a $0.5 million convertible promissory note to Fjordinvest, LLC (“Fjordinvest”), a company owned and operated by the Legacy Adagio’s Chief Executive Officer, Olav Bergheim. On April 4, 2023, November 28, 2023, and February 13, 2024, the October 2022 Convertible Notes were amended. Refer to Note 9 - Debt for additional information regarding the October 2022 Convertible Notes. Convertible Securities Notes (Successor) In connection with the Business Combination and the Convertible Securities Notes agreement, the Company issued a $7.0 million Convertible Securities Notes to Perceptive PIPE Investor, the controlling party of the Company, in exchange for Perceptive PIPE Investor’s investment in Legacy Adagio in the form of the February 2024 Convertible Notes. Refer to Note 9 - Debt for additional information regarding the Convertible Securities Notes. PIPE Financing (Successor) In connection with the Business Combination and the PIPE Financing, the Company issued 4,372,607 shares of the Company’s common stock and 3,540,000 Base Warrants to Perceptive PIPE Investor, the controlling party of the Company, in exchange for Perceptive PIPE Investor’s investment in Legacy Adagio in the form of Bridge Financing Notes. Refer to Note 9 - Debt for additional information regarding the Convertible Securities Notes. Further, in connection with the PIPE Financing, the Company issued 2,250,352 shares of the Company’s common stock and 1,905,069 Base Warrants to Perceptive PIPE Investor, the controlling party of the Company, in exchange for Perceptive PIPE Investor’s additional cash investment of approximately $15.9 million in the Company.
|