Adagio Medical Holdings, Inc 8-K, filed Nov 5, 2026
Adagio Medical Holdings, Inc. (ADGM)
About this 8-K
Adagio Medical Holdings, Inc filed this 8-K on November 5, 2026, reporting on events of November 4, 2026.
Adagio Medical Holdings, Inc. will effect a one-for-thirty (1-for-30) reverse stock split at 5:00 p.m. Eastern Time on November 6, 2026. Shares will begin trading on a split-adjusted basis on The Nasdaq Capital Market when the market opens on November 9, 2026. AI summary
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, 2026, Adagio Medical Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-thirty (1-for-30) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock. The Amendment will be effective at 5:00 p.m. Eastern Time on November 6, 2026. A series of alternate amendments to effect a reverse stock split was approved by the Company’s stockholders at the Company’s Special Meeting of Stockholders held on October 23, 2026 and the specific one-for thirty (1-for-30) Reverse Stock Split was subsequently approved by the Company’s board of directors on October 23, 2026.
The Amendment provides that, at the effective time of the Amendment, every thirty (30) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Amendment. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and a proportionate increase in the exercise price of all such stock options. In addition, all outstanding restricted stock unit awards and warrants will be proportionately adjusted, and the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The Reverse Stock Split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split results in any stockholder owning only a fractional share).
The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on November 9, 2026. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 00534B308.
The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: November 5, 2026
| Adagio Medical Holdings, Inc. | ||
| By: | /s/ Deborah Kaster | |
| Name: | Deborah Kaster | |
| Title: | Chief Financial Officer and Chief Business Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ADAGIO MEDICAL HOLDINGS, INC.
Adagio Medical Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), certifies:
| 1. | The name of the corporation is Adagio Medical Holdings, Inc. (the “Corporation”). |
| 2. | The Corporation’s original Certificate of Incorporation was filed on December 19, 2023. The Certificate of Incorporation was last amended and restated by the Amended and Restated Certificate of Incorporation on July 29, 2024 (together, the “Certificate”). |
| 3. | The Corporation’s Board of Directors and stockholders, acting in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions approving the following amendments to the Certificate: |
Effective as of the effective time of 5:00 p.m., Eastern Time, on November 6, 2026 (the “Effective Time”), each thirty (30) shares of the Corporation’s Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined into one (1) share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”); provided, however, no fractional shares of Common Stock shall be issued as a result of the Reverse Split and, in lieu thereof, upon receipt after the Effective Time by the exchange agent selected by the Corporation of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of pre-Reverse Split Common Stock, any stockholder who would otherwise be entitled to a fractional share of post-Reverse Split Common Stock as a result of the Reverse Split, following the Effective Time (after taking into account all fractional shares of post-Reverse Split Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of post-Reverse Split Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales prices of a share of the Corporation’s Common Stock (as adjusted to give effect to the Reverse Split) on The Nasdaq Stock Market for each of the five (5) consecutive trading days immediately preceding the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware. Each stock certificate that, immediately prior to the Effective Time, represented shares of pre-Reverse Split Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined (as well as the right to receive cash in lieu of any fractional shares of post-Reverse Split Common Stock as set forth above); provided, however, that each holder of record of a certificate that represented shares of pre-Reverse Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Split Common Stock into which the shares of pre-Reverse Split Common Stock represented by such certificate shall have been combined pursuant to the Reverse Split, as well as any cash in lieu of fractional shares of post-Reverse Split Common Stock to which such holder may be entitled as set forth above. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Split Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.
| 4. | All other provisions of the Certificate will remain in full force and effect. |
| 5. | This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL. |
| 6. | This amendment to the Certificate of Incorporation shall be effective on and as of as of the effective time of 5:00 p.m., Eastern Time, on November 6, 2026. |
[Signature Page Follows]
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on November 4, 2026.
| Adagio Medical Holdings, Inc. | ||
| By: | /s/ Todd Usen | |
| Name: | Todd Usen | |
| Title: | Chief Executive Officer | |