SCHEDULE 13G/A: Perceptive Advisors and Joseph Edelman Disclose Significant Stake in Adagio Medical Holdings, Inc.
Beneficial Ownership Disclosure
Perceptive Advisors LLC and its affiliates, including Joseph Edelman, have filed an amended Schedule 13G, disclosing beneficial ownership of 73.6% of Adagio Medical Holdings, Inc.'s common stock as of December 31, 2024.
Summary
- Perceptive Advisors LLC, Joseph Edelman, Perceptive Life Sciences Master Fund, Ltd., and C2 Life Sciences LLC are the reporting persons.
- As of December 31, 2024, Perceptive Advisors LLC and Joseph Edelman each beneficially own 15,321,655 shares of Adagio Medical Holdings, Inc. common stock, representing 73.6% of the class.
- Perceptive Life Sciences Master Fund, Ltd. beneficially owns 15,120,753 shares, or 72.6% of the class.
- C2 Life Sciences LLC beneficially owns 200,902 shares, or 1.0% of the class.
- The ownership percentages are calculated based on 15,381,565 outstanding shares and 5,445,069 shares issuable upon the exercise of warrants.
- Perceptive Life Sciences Master Fund, Ltd. is the holder of record for 9,675,684 shares of common stock and 5,445,069 warrants.
- Perceptive Advisors serves as the investment manager to the Master Fund and C2, and Joseph Edelman is the managing member of Perceptive Advisors, granting them shared voting and dispositive power over the reported shares.
- C2 Life Sciences LLC acquired its 200,902 shares through a pro rata distribution from ARYA Sciences Holdings IV on September 27, 2024.
- The securities were not acquired or held for the purpose of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.
Sentiment
Score: 5
Explanation: This is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's performance or prospects. It simply updates the public record on significant shareholder positions.
Future Outlook
NA
Industry Context
This filing indicates a significant, concentrated ownership stake by a specialized life sciences investment firm in Adagio Medical Holdings, Inc., which is common for smaller, development-stage companies in the biotechnology or medical device sectors where institutional investors often take substantial positions to support growth.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant institutional ownership, which can influence market perception and liquidity. A large concentrated stake by an investment firm like Perceptive Advisors may be viewed positively as a vote of confidence or negatively due to potential control implications.
- Company Management: Awareness of a dominant shareholder group with significant voting power, potentially influencing strategic decisions or corporate governance.
Key Dates
| Date | Description |
|---|---|
| 2024-09-27 | C2 Life Sciences LLC became a holder of 200,902 shares of Common Stock in connection with a pro rata distribution from ARYA Sciences Holdings IV. |
| 2024-12-31 | Date of event which requires filing of this statement (beneficial ownership snapshot date). |
| 2025-02-07 | Date of Issuer's prospectus supplement filed pursuant to Rule 424(b)(3), reporting 15,381,565 outstanding shares of Common Stock. |
| 2025-02-14 | Date of filing of this Schedule 13G Amendment No. 1. |
Keywords
Adagio Medical Holdings, Perceptive Advisors, Joseph Edelman, Beneficial Ownership, Schedule 13G, Common Stock, SEC Filing, Investment Management, Warrants, Institutional Ownership
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