Adagio Medical Announces Pricing of up to $50 Million Private Placement of Securities

Adagio Medical Holdings, Inc. (Nasdaq: ADGM) (“Adagio” or the “Company”), a leading innovator in catheter ablation technologies for the treatment of cardiac arrhythmias, today announced that it has entered into a securities purchase agreement with certain accredited investors to purchase shares of its common stock (or pre-funded warrants in lieu thereof), and accompanying common warrants (“Warrants”) that is expected to result in approximately $19 million in upfront proceeds and potential additional proceeds of up to approximately $31 million if the accompanying Warrants are exercised in full for cash, before deducting placement agent fees and other private placement expenses.

The private placement is being led by an affiliate of existing investor Perceptive Advisors, LLC with participation from certain healthcare-dedicated and institutional investors.

Adagio intends to use the net proceeds of this offering for working capital and general corporate purposes, including the advancement of the Company’s clinical and product development activities.

At the closing, the Company will issue to the investors an aggregate of 9,792,506 shares of common stock (or pre-funded warrants in lieu thereof), together with Tranche A Warrants to purchase an aggregate of 6,012,943 shares of common stock (or pre-funded warrants in lieu thereof), Tranche B Warrants to purchase an aggregate of 6,012,943 shares of common stock (or pre-funded warrants in lieu thereof) and Tranche C Warrants to purchase an aggregate of 6,012,943 shares of common stock (or pre-funded warrants in lieu thereof), at a combined purchase price of $1.9403 per share (or $1.9402 per pre-funded warrant) and accompanying Warrants. The accompanying Warrants have an exercise price of $1.71 per share and will become exercisable immediately. The Warrants will expire on or prior to the earlier of (i) five years from the date of issuance or (ii) (a) for the Tranche A Warrants, the date that is thirty (30) days following the Company’s announcement of results from the Company’s FULCRUM-VT IDE pivotal clinical trial, (b) for the Tranche B Warrants, the date that is thirty (30) days following the Company’s announcement of U.S. Food and Drug Administration (“FDA”) approval of the Company’s vCLAS Cryoablation System, and (c) for the Tranche C Warrants, the date that is thirty (30) days following the Company’s announcement of FDA approval of the Company’s second generation vCLAS catheter system. The private placement is expected to close during the week of October 13, 2025, subject to the satisfaction of customary closing conditions.