Adagio Medical Converts $776K of 13% Notes into 4.98M Shares

What Happened

• Adagio Medical Holdings, Inc. (ADGM) filed an 8-K (Oct 1, 2026) disclosing that, following an Alternate Conversion Election announced Sept 23, 2026, a holder converted $776,111 aggregate principal (plus any accrued interest) of the company's 13% Senior Secured Convertible Notes. The conversion occurred between Sept 25 and Oct 1, 2026 and resulted in issuance of 4,978,869 shares of common stock.
• The shares were issued using Alternate Conversion Prices ranging from $0.1265 to $0.1618 per share and were issued pursuant to the Section 3(a)(9) securities-law exemption (exchange of existing securities for securities of the issuer).

Key Details

• Debt converted: $776,111 aggregate principal of 13% Senior Secured Convertible Notes (plus accrued interest, if any).
• Shares issued: 4,978,869 shares of common stock.
• Conversion price range: $0.1265 to $0.1618 per share.
• Legal basis: Issued under Section 3(a)(9) of the Securities Act; no cash or other consideration paid to the company and no solicitation commission.

Why It Matters

• This transaction reduces the company's outstanding convertible debt by the principal amount converted, while increasing the number of common shares outstanding — a direct debt-for-equity swap.
• For investors, the primary effects are lower reported debt obligations and potential dilution to existing shareholders from the nearly 5.0 million new shares. No cash proceeds were received by the company in this conversion.
• The conversion was part of the company’s broader strategic-alternatives process previously disclosed, and the full terms of the notes are in the form of Notes filed as Exhibit 10.12 to the company’s Aug 6, 2024 Form 8-K (incorporated by reference).