Adagio Medical Holdings, Inc. · Purchase · Tranche C Warrant ("Common Warrant" right to buy)

What does this filing report?

An SEC Form 4 filing for Adagio Medical Holdings, Inc. records a purchase involving Tranche C Warrant ("Common Warrant" right to buy) on October 20, 2025. The reported quantity was 1,344,999. The filing date is October 22, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Derivative terms

Underlying security

Common Stock or Pre-Funded Warrants

Underlying quantity

1,344,999

Conversion / exercise price

1.71

Exercise date

Not reported

Expiration date

Not reported

Filing footnotes & remarks

F1

The common warrants are immediately exercisable, subject to the Beneficial Ownership Limitation (as defined below), and will expire on the fifth anniversary of their issuance. Pursuant to the terms of the common warrants, the common warrant cannot be exercised to the extent that, upon giving effect to or immediately prior to such exercise, would cause either (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates) would exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation").

F2

Represents the purchase price for each common warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

F3

The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

F4

The pre-funded warrants are immediately exercisable, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full.

F5

Represents the purchase price for each pre-funded warrant purchased by the Reporting Person in the Issuer's registered public offering that closed on October 20, 2025.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.