Form 4: Perceptive Advisors Acquires Adagio Medical Warrants

Perceptive Advisors and affiliates reported the acquisition of common and pre-funded warrants in Adagio Medical Holdings, Inc. through a public offering.

Summary

• Perceptive Advisors LLC, Perceptive Life Sciences Master Fund Ltd., and Joseph Edelman reported the acquisition of warrants in Adagio Medical Holdings, Inc. [ADGM].
• The acquisition was part of Adagio Medical's registered public offering that closed on October 20, 2025.
• Reporting persons acquired 1,344,999 Tranche A, 1,344,999 Tranche B, and 1,344,999 Tranche C Common Warrants.
• An additional 2,190,496 Pre-Funded Warrants were also acquired.
• The common warrants were purchased at $0.1846 each, with an exercise price of $1.71.
• The pre-funded warrants were purchased at $1.6002 each, with an exercise price of $0.0001.
• All acquired warrants are immediately exercisable, subject to a 9.99% beneficial ownership limitation.
• Common warrants will expire on the fifth anniversary of their issuance (October 20, 2030), while pre-funded warrants expire upon full exercise.

Sentiment

Score: 7

Explanation: A significant institutional investor has increased its stake, indicating confidence, and the company has successfully raised capital through a public offering. However, the future exercise of warrants will lead to dilution.

Positives

• A major investment firm, Perceptive Advisors, increased its stake in Adagio Medical Holdings, Inc. through the acquisition of a substantial number of warrants, indicating investor confidence.
• The acquisition was part of a registered public offering, suggesting Adagio Medical successfully raised capital.

Negatives

• The future exercise of these warrants will lead to dilution of existing common stock shareholders.

Risks

• The exercise of warrants is subject to a 9.99% beneficial ownership limitation, which could restrict immediate full conversion by the reporting persons.
• Potential future dilution for existing shareholders upon the exercise of the acquired common and pre-funded warrants.

Future Outlook

The acquisition of warrants by a significant investor provides a potential future capital infusion for Adagio Medical Holdings, Inc. upon their exercise, supporting ongoing operations or strategic initiatives.

Industry Context

The public offering and warrant issuance suggest Adagio Medical Holdings, Inc. is actively raising capital, a common practice for growth-oriented companies in the medical device or biotechnology sector to fund research, development, or market expansion.

Corporate Governance

Related Party Transactions

• Perceptive Advisors LLC serves as the investment manager for Perceptive Life Sciences Master Fund Ltd., which directly holds the securities.
• Joseph Edelman is the managing member of Perceptive Advisors LLC and is also a reporting person.
• These entities and individuals are related parties involved in the acquisition, demonstrating a coordinated investment strategy.

Stakeholder Impact

• Existing shareholders face potential dilution upon the future exercise of these warrants.
• The company benefits from the capital raised through the public offering and potential future capital from warrant exercises, which can fund operations and growth.

Next Steps

• Potential future exercise of the acquired common and pre-funded warrants by the reporting persons, subject to beneficial ownership limitations.

Key Dates

Keywords

Adagio Medical, ADGM, Perceptive Advisors, Warrants, SEC Form 4, Beneficial Ownership, Public Offering, Investment