Adagio Medical Holdings, Inc. Enters into Limited Waiver and Amendment with Buyers

Adagio Medical Holdings, Inc. (NASDAQ: ADGM) recently disclosed in a Form 8-K filed with the Securities and Exchange Commission (SEC) that it has entered into a Limited Waiver and Amendment agreement with each Buyer (as defined) to address certain defaults resulting from misstated financial statements.

The Limited Waiver and Amendment, effective as of December 26, 2024, pertain to the Securities Purchase Agreement dated February 13, 2024, the Registration Rights Agreement dated July 31, 2024, and the promissory notes issued on July 31, 2024. Under the Waivers, certain defaults were waived, with modifications allowing for the payment of the Registration Delay Payment in restricted shares instead of cash and amendments to the filing of new registration statements by a specified deadline.

The Company agreed to issue 183,333 Restricted Shares as part of the modification. Additionally, the term “Warrant Shares” within the Transaction Documents was redefined to include the Restricted Shares, further reflecting the amendments made through the Waivers.

In a separate event, Adagio Medical Holdings, Inc. received notice from The Nasdaq Stock Market LLC regarding non-compliance with audit committee requirements due to a vacancy on the Board following a resignation. Nasdaq provided the Company with a cure period until the earlier of the next annual shareholders’ meeting or January 2, 2026, or until June 30, 2025, if the meeting precedes that date.

The Company is exploring options to regain compliance within the stipulated cure period. However, there is no certainty that Adagio Medical Holdings, Inc. will successfully meet the continued listing requirements within the specified timeframe.

This Current Report on Form 8-K also contains cautionary language regarding forward-looking statements, emphasizing the inherent risks and uncertainties inherent in such projections. The Company has committed to updating or revising any forward-looking statements as required.

Alongside this disclosure, Adagio Medical Holdings, Inc. filed the full text of the form of Limited Waiver and Amendment as Exhibit 10.1 to this Form 8-K. Investors and stakeholders are advised to review this document for comprehensive details regarding the recent developments.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Adagio Medical’s 8K filing here.

About Adagio Medical

Adagio Medical Holdings, Inc, a developmental stage medical device company, focuses on the development and commercialization of ablation technologies for the treatment of cardiac arrhythmias. It offers treatment for cardiac arrhythmias, including atrial fibrillation, atrial flutter, and ventricular tachycardia.