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    Adagio Medical Holdings Inc filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    4/2/25 5:13:54 PM ET
    $ADGM
    Medical/Dental Instruments
    Health Care
    Get the next $ADGM alert in real time by email
    false 0002006986 0002006986 2025-03-31 2025-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES 

    SECURITIES AND EXCHANGE COMMISSION 

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT 

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): March 31, 2025

     

    ADAGIO MEDICAL HOLDINGS, INC. 

    (Exact name of registrant as specified in its charter)

     

    Delaware 001-42199 99-1151466
    (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

     

    26051 Merit Circle, Suite 102

    Laguna Hills, CA

      92653
    (Address of principal executive offices)   (Zip Code)

     

    (949) 348-1188 

    (Registrant’s telephone number, including area code)

     

    Not Applicable 

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

    Trading

    Symbol(s)

    Name of each exchange

    on which registered

    Common Stock, par value $0.0001 per share ADGM The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

     

    Emerging growth company x

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 2.02. Results of Operations and Financial Condition.

     

    On March 31, 2025, Adagio Medical Holdings, Inc. (the “Company”), issued a press release announcing the Company’s financial results for the fiscal year ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

     

    The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Item 7.01. Regulation FD Disclosure.

     

    On March 31, 2025, the Company issued a press release regarding the appointment of Deborah Kaster as the Company’s Chief Business Officer. A copy of the press release is being furnished as Exhibit 99.2 and is incorporated herein by reference.

     

    The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    99.1   Press Release, dated March 31, 2025
    99.2   Press Release, dated March 31, 2025
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    2

     

     

    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: April 2, 2025

     

      Adagio Medical Holdings, Inc.
         
      By: /s/ Todd Usen
      Name: Todd Usen
      Title: Chief Executive Officer

     

    3

     

     

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