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Securities Purchase Agreement
On October 14, 2025, Adagio Medical Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain accredited investors (the "Purchasers") whereby the Company will issue and sell to the Purchasers in a private placement (the "Private Placement"): (i) 9,792,506 shares (the "Shares") of its common stock, par value $0.0001 per share (the "Common Stock"), or pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock in lieu thereof, and (ii) accompanying (a) Tranche A Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the "Tranche A Warrants"), Tranche B Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the "Tranche B Warrants") and Tranche C Warrants to purchase an aggregate of 6,012,943 shares of Common Stock (or pre-funded warrants in lieu thereof) (the "Tranche C Warrants" and, together with the Tranche A and Tranche B Warrants, the "Milestone Warrants"), for aggregate gross proceeds of approximately $19 million (excluding up to approximately $31 million of aggregate gross proceeds that may be received in the future upon the cash exercise in full of the Milestone Warrants issued in the Private Placement), before deducting placement agent fees and other expenses payable by the Company. Each Share and each Pre-Funded Warrant sold pursuant to the Securities Purchase Agreement will be accompanied by one Tranche A Warrant, one Tranche B Warrant and one Tranche C Warrant. The combined purchase price of each Share and accompanying Milestone Warrants is $1.9403 and (which includes $0.2303 for the Milestone Warrants sold with each Share in accordance with the rules and regulations of The Nasdaq Stock Market LLC). The combined purchase price of each Pre-Funded Warrant and accompanying Milestone Warrant is $1.9402 (equal to the combined purchase price per Share and accompanying Milestone Warrants, minus $0.001). Entities affiliated with Perceptive Advisors LLC, an affiliate of the Company, purchased Shares and Milestone Warrants for an aggregate purchase price of $4,250,000.
Posted In: ADGM