Business context and reporting period
Adagio Medical Holdings, Inc. filed this Form 8-K on October 1, 2026, reporting conversions of its 13% Senior Secured Convertible Notes. The conversions followed the Company’s previously announced process to explore strategic alternatives and an alternate-conversion election effective September 23 through October 31, 2026, subject to extension.
Key financial and capital metrics
- A holder converted $776,111 in aggregate principal, plus accrued and unpaid interest, if any. The filing does not state the amount of interest included.
- The Company issued 4,978,869 common shares at alternate conversion prices ranging from $0.1265 to $0.1618 per share.
- The filing states that the Company received no additional consideration in connection with the conversions.
- This 8-K provides no revenue, profit, cash-flow, margin, liquidity, or total-debt figures.
Material changes versus the prior period
The conversions occurred between September 25 and October 1, 2026, following the alternate-conversion election disclosed in the Company’s September 23, 2026 Form 8-K. The conversion reduced outstanding note principal by $776,111, before any applicable accrued interest, and increased shares outstanding by 4,978,869. The filing does not state the remaining note balance or total shares outstanding.
Outlook, risks, contingencies, and unusual items
The Company is exploring strategic alternatives. The alternate-conversion period was scheduled to run through October 31, 2026 and may be extended. The share issuance was made in reliance on the Securities Act Section 3(a)(9) exemption, as an exchange for existing Company securities without commissions or other solicitation remuneration. The conversion prices and resulting share issuance may create dilution; the filing does not quantify the overall potential dilution or describe the outcome of the strategic-alternatives process.
Important facts for investors to verify
- Whether the alternate-conversion period was extended and whether further conversions occurred.
- The remaining principal and accrued interest on the 13% secured notes, and the notes’ other terms.
- The effect of the 4,978,869 shares on total shares outstanding and potential dilution.
- Any developments or decisions arising from the strategic-alternatives process.