UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously disclosed in Adagio Medical Holdings, Inc.’s (the “Company”) Current Report on Form 8-K filed on September 23, 2026, in connection with its process to explore strategic alternatives, the Company notified the holders (the “Holders”) of its outstanding 13% Senior Secured Convertible Notes (the “Notes”), that it would lower the Conversion Price (as defined in the Notes) of the Notes for each date during the period commencing on September 23, 2026 and ending on October 31, 2026, subject to extension, to the Alternate Conversion Price (as defined in the Notes) in effect on such applicable date of conversion (the “Alternate Conversion Election”).
Following the Alternate Conversion Election, between September 25, 2026 and October 1, 2026, a Holder exercised its right to convert $776,111 aggregate principal amount (together with accrued and unpaid interest thereon, if any) of the Notes (the “Alternate Conversion”), resulting in the issuance of 4,978,869 shares of Common Stock, calculated using Alternate Conversion Prices ranging from $0.1265 to $0.1618 per share.
The shares of Common Stock issued upon the Alternate Conversion described above were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the shares were issued in exchange for outstanding securities of the Company (the Notes) held by the existing Holders, with no commission or other remuneration being paid or given directly or indirectly for soliciting such exchange, and no additional consideration was received by the Company in connection with the conversion.
The foregoing description of the Alternate Conversion mechanism does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Notes, which is filed as Exhibit 10.12 to the Company's Current Report on Form 8-K filed on August 6, 2024 and is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2026
| Adagio Medical Holdings, Inc. | ||
| By: | /s/ Deborah Kaster | |
| Name: | Deborah Kaster | |
| Title: | Chief Financial Officer and Chief Business Officer | |