8-KFiled Aug 13, 8:00 PM ET

Adagio Medical Reports Nasdaq Equity Deficiency; Plans Compliance Filing

$ADGM · Adagio Medical Holdings, Inc.

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Adagio Medical Reports Nasdaq Equity Deficiency; Plans Compliance Filing

What Happened
Adagio Medical Holdings, Inc. announced on Form 8‑K that on August 13, 2026 it received a deficiency letter from Nasdaq for failing to meet the Nasdaq Capital Market stockholders' equity requirement. The company's Form 10‑Q for the quarter ended June 30, 2026 reported stockholders' equity of $(415,000), well below Nasdaq Listing Rule 5550(b)(1)'s $2,500,000 minimum. The company also does not meet Nasdaq's alternative quantitative standards (a $35 million market value of listed securities or $500,000 net income in required years). Nasdaq has given the company 45 calendar days (no later than September 28, 2026) to submit a plan to regain compliance; if Nasdaq accepts the plan, it may grant a further 180‑day compliance period. Adagio says it intends to file the Compliance Plan by September 28, 2026 and will monitor options to regain compliance.

Key Details

  • Stockholders' equity reported as of June 30, 2026: $(415,000).
  • Nasdaq requirement (Rule 5550(b)(1)): minimum $2,500,000 in stockholders' equity.
  • Company deadline to submit Compliance Plan: within 45 days of the August 13, 2026 notice (no later than Sept 28, 2026); possible 180‑day extension if plan is accepted.
  • Filing notes risks including the company's liquidity position, need for additional financing, and going concern considerations (referencing the company’s 2025 Form 10‑K and 2026 Form 10‑Q).

Why It Matters
This filing signals a material listing risk: if Adagio cannot regain compliance with Nasdaq standards, it could face delisting proceedings, which typically reduce liquidity and may negatively affect share value. The company will likely need to improve equity — through operations, financing, or other measures — to remain listed. Investors should monitor the company's Compliance Plan, any disclosures about capital raises or operational changes, and subsequent Nasdaq communications.