Warrants	12 Months Ended
Dec. 31, 2025
Warrants
Warrants	Note 10 - Warrants SVB Warrants (Predecessor) On February 3, 2023, in conjunction with the LSA, the Legacy Adagio issued Initial Warrants to purchase 32,720 shares of common stock of Legacy Adagio, and a contingent right to obtain an additional 16,360 shares of the common stock upon the non-occurrence of the Interest Only Milestone as mentioned above. The Additional Warrants are subject to the same terms as the Initial Warrants (collectively “SVB Warrants”). The exercise price of the SVB Warrants was $7.97 per share. The warrants were fully exercisable and would have expired on February 3, 2033. The SVB Warrants were terminated prior to the consummation of the Business Combination as the fair market value of Legacy Adagio common stock is lower than the exercise price of the SVB Warrants before the Closing. Series E Pre-funded Warrants (Predecessor) On June 25, 2024, in conjunction with the Series E Preferred Stock exchange agreement (refer to Note 13 - Mezzanine Equity and Stockholders’ Equity), Legacy Adagio issued to a certain investor 207,902 shares of pre-funded warrants to purchase 207,902 shares of Series E Preferred Stock, in exchange of the investor’s existing holding of 207,902 shares of Series E Preferred Stock. The exercise price of the pre-funded warrants was $0.001 per share. The pre-funded warrants were exercisable, at the option of the holder, on any day on or after the issuance date, in whole or in part. As an alternative to immediate cash payment, the investor could have elected to exercise the pre-funded warrant through a cashless exercise. Upon the consummation of the Business Combination, the 207,902 Series E Pre-funded Warrants were converted in exchange for 34,680 shares of the Company’s common stock. Convert Warrants (Successor) As mentioned in Note 9 - Debt, the Company issued $20.0 million of Convertible Securities Notes and 1,500,000 Convert Warrants at the Closing. Each of the Convert Warrants is exercisable on a cashless basis or for one share of the Company’s common stock at an exercise price of $24.00 per share, subject to adjustment. The Convert Warrants expire on the seventh anniversary from of issuance date. 2024 PIPE Pre-funded Warrants (Successor) As set forth in the agreement of the 2024 PIPE Pre-Funded Warrants, the 2024 PIPE Pre-Funded Warrants are exercisable on a cashless basis or on a gross basis for one share of the Company’s common stock at an exercise price of $0.01 per share, subject to adjustments. The Company may be required to cash settle the 2024 PIPE Pre-funded Warrants when it fails to timely deliver shares to the holder who exercises the 2024 PIPE Pre-funded Warrants or upon the occurrence of a fundamental transaction. On December 26, 2024, 670,000 2024 PIPE Pre-Funded Warrant shares were exercised on a cashless basis for 663,096 shares of the Company’s common stock. The exercise price for the 2024 PIPE Pre-Funded Warrants was $0.9705 per share. As of December 31, 2025, and December 31, 2024, there were no 2024 PIPE Pre-Funded Warrants outstanding. PIPE Base Warrants (Successor) On the Closing Date, the Company issued 3,540,000 Base Warrants along with 4,372,607 shares of the Company’s common shares to settle the outstanding principal and accrued interest of the Bridge Financing Notes. The Company also issued 3,345,069 Base Warrants along with 3,287,018 shares of the Company’s common stock and 670,000 2024 PIPE Pre-Funded Warrants to PIPE Investors for cash proceeds received in the 2024 PIPE Financing. The Company issued 643,658 Base Warrants along with 761,229 shares of the Company’s common stock in exchange for the non-redeemable 468,941 shares of ARYA’s Class A ordinary shares held by certain Other PIPE Investors. The Base Warrants can be exercised to the Company’s common stock at any time during the period from the issuance date to the expiration date, which is the fifth anniversary from the date of issuance. The warrants can be exercised on a gross or net basis at an exercise price of $10 per share. The Base Warrants were fair valued at $2.41 per unit on the date of issuance based on the assumptions including (i) the value of the Company’s common stock is $6.64 per share; (ii) a risk-free rate at 3.93%; (iii) zero dividend yield; (iv) the common stock volatility at 84.0% and a volatility haircut of 10%; and (v) the remaining term is five years. According to the ASC 815, it is determined that the Base Warrants associated with the 2024 PIPE Financing are indexed to the Company’s common stock under and are accounted for as equity, which is initially measured at fair value. The Base Warrants are classified as equity in the financial statements because they meet the ASC 815-40 indexation guidance. Specifically, 1) the Base Warrants can be exercised at any time during the exercise period without contingencies; 2) the Base Warrants can be settled in a fixed number of shares upon exercise with any adjustments, such as antidilution and alternative issuance adjustments, consistent with ASC 815 guidance, which does not preclude equity classification. Additionally, the Company has sufficient authorized shares available to settle the Base Warrants, and all the adjustments are in the control of the Company, further supporting the equity classification. 2025 PIPE Milestone and Pre-Funded Warrants (Successor) On October 14, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited healthcare investors (the “Purchasers”) pursuant to which it issued and sold to the Purchasers in 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 “2025 PIPE Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof, and (ii) accompanying (a) Tranche A Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Tranche A Warrants”), (b) Tranche B Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Tranche B Warrants”) and (c) Tranche C Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Tranche C Warrants” and, together with the Tranche A and Tranche B Warrants, the “Milestone Warrants”), for aggregate gross proceeds of approximately $19 million (excluding up to approximately $31 million of additional aggregate gross proceeds that may be received in the future upon the cash exercise in full of the Milestone Warrants issued in the Private Placement), before deducting placement agent fees and other expenses payable by the Company. Each Share, or Pre-Funded Warrant in lieu thereof, sold pursuant to the Securities Purchase Agreement was 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 price of each Pre-Funded Warrant and accompanying Milestone Warrant is $1.9402 (equal to the combined purchase price per Share and accompanying Milestone Warrants, minus $0.0001). 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) days following its announcement of results from the Company’s FULCRUM-VT IDE pivotal clinical trial, (b) for the Tranche B Warrants, the date that is thirty (30) days following its announcement of FDA approval of the vCLAS Cryoablation System, and (c) for the Tranche C Warrants, the date that is thirty (30) days following the Company’s announcement of FDA approval of its second generation vCLAS catheter system. The 2025 PIPE Pre-Funded Warrants are exercisable for one share of Common Stock at an exercise price of $0.0001 per share. The 2025 PIPE Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the 2025 PIPE Pre-Funded Warrants are exercised in full. A holder (together with its affiliates) of the 2025 PIPE Pre-Funded Warrants or Milestone Warrants, as the case may be, may not exercise any portion of the 2025 PIPE Pre-Funded Warrants or Milestone Warrants to the extent that the holder would own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% upon 61 days’ notice to the Company subject to the terms of the 2025 PIPE Pre-Funded Warrants or the Milestone Warrants. In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Milestone Warrant, after the deadline for effectiveness of the registration statement to be filed pursuant to the Registration Rights Agreement, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Milestone Warrants, provided that such cashless exercise shall only be permitted if, at the time of such exercise, there is no effective registration statement registering the resale of shares of Common Stock underlying the Milestone Warrants or if the prospectus contained in such registration statement is not available for the resale of shares of Common Stock underlying the Milestone Warrants by the Milestone Warrant holder. In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Pre-Funded Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the 2025 PIPE Pre-Funded Warrants. In accordance with ASC 815-40, the Company determined that the Milestone Warrants and the 2025 PIPE Pre-Funded Warrants issued in connection with the 2025 PIPE Financing are indexed to the Company’s common stock and qualify for equity classification. Accordingly, the warrants are accounted for as equity and initially measured at fair value. The Milestone Warrants and the 2025 PIPE Pre-Funded Warrants meet the indexation and settlement guidance in ASC 815 because they can be exercised at any time during the exercise period without contingencies and are exercisable for a fixed number of shares at fixed exercise prices, with any adjustments, such as antidilution and alternative issuance adjustments, consistent with ASC 815 guidance, which does not preclude equity classification. The Milestone Warrants are exercisable for an aggregate of 18,038,829 shares of the Company’s common stock, and the Pre-Funded Warrants are exercisable for 3,994,434 shares of common stock, representing the maximum number of shares issuable under the agreements. As of December 31, 2025, the Company had sufficient authorized shares available to settle the Milestone Warrants and the 2025 PIPE Pre-Funded Warrants, and all the adjustments are in the control of the Company, further supporting the equity classification. In December 2025, 1,030,822 2025 PIPE Pre-Funded Warrant shares were exercised on a cash basis for 1,030,822 shares of the Company’s common stock. The exercise price for the 2025 PIPE Pre-Funded Warrants was $0.0001 per share. As of December 31, 2025, there were 2,963,612 2025 PIPE Pre-Funded Warrants outstanding.

Warrants

12 Months Ended

Dec. 31, 2025

Note 10 - Warrants

SVB Warrants (Predecessor)

On February 3, 2023, in conjunction with the LSA, the Legacy Adagio issued Initial Warrants to purchase 32,720 shares of common stock of Legacy Adagio, and a contingent right to obtain an additional 16,360 shares of the common stock upon the non-occurrence of the Interest Only Milestone as mentioned above. The Additional Warrants are subject to the same terms as the Initial Warrants (collectively “SVB Warrants”).

The exercise price of the SVB Warrants was $7.97 per share. The warrants were fully exercisable and would have expired on February 3, 2033.

The SVB Warrants were terminated prior to the consummation of the Business Combination as the fair market value of Legacy Adagio common stock is lower than the exercise price of the SVB Warrants before the Closing.

Series E Pre-funded Warrants (Predecessor)

On June 25, 2024, in conjunction with the Series E Preferred Stock exchange agreement (refer to Note 13 - Mezzanine Equity and Stockholders’ Equity), Legacy Adagio issued to a certain investor 207,902 shares of pre-funded warrants to purchase 207,902 shares of Series E Preferred Stock, in exchange of the investor’s existing holding of 207,902 shares of Series E Preferred Stock.

The exercise price of the pre-funded warrants was $0.001 per share. The pre-funded warrants were exercisable, at the option of the holder, on any day on or after the issuance date, in whole or in part. As an alternative to immediate cash payment, the investor could have elected to exercise the pre-funded warrant through a cashless exercise.

Upon the consummation of the Business Combination, the 207,902 Series E Pre-funded Warrants were converted in exchange for 34,680 shares of the Company’s common stock.

Convert Warrants (Successor)

As mentioned in Note 9 - Debt, the Company issued $20.0 million of Convertible Securities Notes and 1,500,000 Convert Warrants at the Closing. Each of the Convert Warrants is exercisable on a cashless basis or for one share of the Company’s common stock at an exercise price of $24.00 per share, subject to adjustment. The Convert Warrants expire on the seventh anniversary from of issuance date.

2024 PIPE Pre-funded Warrants (Successor)

As set forth in the agreement of the 2024 PIPE Pre-Funded Warrants, the 2024 PIPE Pre-Funded Warrants are exercisable on a cashless basis or on a gross basis for one share of the Company’s common stock at an exercise price of $0.01 per share, subject to adjustments. The Company may be required to cash settle the 2024 PIPE Pre-funded Warrants when it fails to timely deliver shares to the holder who exercises the 2024 PIPE Pre-funded Warrants or upon the occurrence of a fundamental transaction.

On December 26, 2024, 670,000 2024 PIPE Pre-Funded Warrant shares were exercised on a cashless basis for 663,096 shares of the Company’s common stock. The exercise price for the 2024 PIPE Pre-Funded Warrants was $0.9705 per share.

As of December 31, 2025, and December 31, 2024, there were no 2024 PIPE Pre-Funded Warrants outstanding.

PIPE Base Warrants (Successor)

On the Closing Date, the Company issued 3,540,000 Base Warrants along with 4,372,607 shares of the Company’s common shares to settle the outstanding principal and accrued interest of the Bridge Financing Notes.

The Company also issued 3,345,069 Base Warrants along with 3,287,018 shares of the Company’s common stock and 670,000 2024 PIPE Pre-Funded Warrants to PIPE Investors for cash proceeds received in the 2024 PIPE Financing.

The Company issued 643,658 Base Warrants along with 761,229 shares of the Company’s common stock in exchange for the non-redeemable 468,941 shares of ARYA’s Class A ordinary shares held by certain Other PIPE Investors.

The Base Warrants can be exercised to the Company’s common stock at any time during the period from the issuance date to the expiration date, which is the fifth anniversary from the date of issuance. The warrants can be exercised on a gross or net basis at an exercise price of $10 per share.

The Base Warrants were fair valued at $2.41 per unit on the date of issuance based on the assumptions including (i) the value of the Company’s common stock is $6.64 per share; (ii) a risk-free rate at 3.93%; (iii) zero dividend yield; (iv) the common stock volatility at 84.0% and a volatility haircut of 10%; and (v) the remaining term is five years.

According to the ASC 815, it is determined that the Base Warrants associated with the 2024 PIPE Financing are indexed to the Company’s common stock under and are accounted for as equity, which is initially measured at fair value. The Base Warrants are classified as equity in the financial statements because they meet the ASC 815-40 indexation guidance. Specifically, 1) the Base Warrants can be exercised at any time during the exercise period without contingencies; 2) the Base Warrants can be settled in a fixed number of shares upon exercise with any adjustments, such as antidilution and alternative issuance adjustments, consistent with ASC 815 guidance, which does not preclude equity classification. Additionally, the Company has sufficient authorized shares available to settle the Base Warrants, and all the adjustments are in the control of the Company, further supporting the equity classification.

2025 PIPE Milestone and Pre-Funded Warrants (Successor)

On October 14, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited healthcare investors (the “Purchasers”) pursuant to which it issued and sold to the Purchasers in 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 “2025 PIPE Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof, and (ii) accompanying (a) Tranche A Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Tranche A Warrants”), (b) Tranche B Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Tranche B Warrants”) and (c) Tranche C Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Tranche C Warrants” and, together with the Tranche A and Tranche B Warrants, the “Milestone Warrants”), for aggregate gross proceeds of approximately $19 million (excluding up to approximately $31 million of additional aggregate gross proceeds that may be received in the future upon the cash exercise in full of the Milestone Warrants issued in the Private Placement), before deducting placement agent fees and other expenses payable by the Company. Each Share, or Pre-Funded Warrant in lieu thereof, sold pursuant to the Securities Purchase Agreement was 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 price of each Pre-Funded Warrant and accompanying Milestone Warrant is $1.9402 (equal to the combined purchase price per Share and accompanying Milestone Warrants, minus $0.0001).

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) days following its announcement of results from the Company’s FULCRUM-VT IDE pivotal clinical trial, (b) for the Tranche B Warrants, the date that is thirty (30) days following its announcement of FDA approval of the vCLAS Cryoablation System, and (c) for the Tranche C Warrants, the date that is thirty (30) days following the Company’s announcement of FDA approval of its second generation vCLAS catheter system. The 2025 PIPE Pre-Funded Warrants are exercisable for one share of Common Stock at an exercise price of $0.0001 per share. The 2025 PIPE Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the 2025 PIPE Pre-Funded Warrants are exercised in full.

A holder (together with its affiliates) of the 2025 PIPE Pre-Funded Warrants or Milestone Warrants, as the case may be, may not exercise any portion of the 2025 PIPE Pre-Funded Warrants or Milestone Warrants to the extent that the holder would own more than 4.99% (or, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% upon 61 days’ notice to the Company subject to the terms of the 2025 PIPE Pre-Funded Warrants or the Milestone Warrants. In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Milestone Warrant, after the deadline for effectiveness of the registration statement to be filed pursuant to the Registration Rights Agreement, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Milestone Warrants, provided that such cashless exercise shall only be permitted if, at the time of such exercise, there is no effective registration statement registering the resale of shares of Common Stock underlying the Milestone Warrants or if the prospectus contained in such registration statement is not available for the resale of shares of Common Stock underlying the Milestone Warrants by the Milestone Warrant holder.

In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Pre-Funded Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the 2025 PIPE Pre-Funded Warrants.

In accordance with ASC 815-40, the Company determined that the Milestone Warrants and the 2025 PIPE Pre-Funded Warrants issued in connection with the 2025 PIPE Financing are indexed to the Company’s common stock and qualify for equity classification. Accordingly, the warrants are accounted for as equity and initially measured at fair value.

The Milestone Warrants and the 2025 PIPE Pre-Funded Warrants meet the indexation and settlement guidance in ASC 815 because they can be exercised at any time during the exercise period without contingencies and are exercisable for a fixed number of shares at fixed exercise prices, with any adjustments, such as antidilution and alternative issuance adjustments, consistent with ASC 815 guidance, which does not preclude equity classification. The Milestone Warrants are exercisable for an aggregate of 18,038,829 shares of the Company’s common stock, and the Pre-Funded Warrants are exercisable for 3,994,434 shares of common stock, representing the maximum number of shares issuable under the agreements. As of December 31, 2025, the Company had sufficient authorized shares available to settle the Milestone Warrants and the 2025 PIPE Pre-Funded Warrants, and all the adjustments are in the control of the Company, further supporting the equity classification.

In December 2025, 1,030,822 2025 PIPE Pre-Funded Warrant shares were exercised on a cash basis for 1,030,822 shares of the Company’s common stock. The exercise price for the 2025 PIPE Pre-Funded Warrants was $0.0001 per share.

As of December 31, 2025, there were 2,963,612 2025 PIPE Pre-Funded Warrants outstanding.