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Adagio Medical Holdings reportedly issued 4,978,869 common shares in exchange for conversion of $776,111 in principal on its 13% Senior Secured Convertible Notes. Investing.com reported the completed issuance on October 1, 2026, with alternate conversion prices ranging from $0.1265 to $0.1618 per share. The conversion occurred while the company was exploring strategic alternatives; that review does not mean a sale or merger is certain.
How many shares did Adagio Medical issue?
Investing.com reported that Adagio Medical Holdings, Inc. issued 4,978,869 common shares after holders converted $776,111 in principal amount of the company’s 13% Senior Secured Convertible Notes. The report said the conversions occurred from September 25 through September 30, 2026. These completed-issuance figures and dates are attributable to Investing.com’s October 1 report, which said it relied on a company press release and recent SEC filing; the September 23 SEC filing supports the note framework but does not independently verify these final issuance totals. Investing.com’s report
The report said the shares were issued under Section 3(a)(9) of the Securities Act of 1933, an exemption used for certain exchanges of securities by an issuer with existing security holders. It also said Adagio received no additional consideration and paid no commission or other remuneration to solicit the exchange.
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What conversion price was used?
Investing.com reported alternate conversion prices of $0.1265 to $0.1618 per share. The company’s September 23, 2026 Form 8-K describes an “Alternate Conversion Price” equal to the lower of the note’s then-current conversion price and 85% of the lowest volume-weighted average price (VWAP) during the five consecutive trading days ending on the trading day immediately before a conversion notice is delivered or deemed delivered. Adagio Medical’s Form 8-K
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The notes’ original conversion price was described as $10.00 per share, subject to adjustment, in an earlier prospectus supplement. That historical figure is not the price reported for these September 2026 conversions: the alternate-price provision allowed a lower price under the conditions specified in the current note framework. Earlier prospectus supplement
Why did the company issue shares during a strategic review?
On September 23, 2026, Adagio said it had begun a formal process to explore a full range of strategic alternatives focused on shareholder value. The company listed a possible acquisition, merger, business combination, or another transaction. Its Form 8-K said it adopted a plan to extend capital resources while evaluating those alternatives. Adagio’s September 23 announcement
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Adagio cautioned that there was no assurance it would pursue a transaction or that any transaction, if pursued, would be completed on attractive terms, if at all. The share conversion and strategic review are related in timing, but the announcement does not establish that a transaction will occur.
What does the issuance mean for existing shareholders?
The issuance increases the number of common shares outstanding relative to a scenario in which the notes remained unconverted, so it is relevant to shareholders assessing dilution. The available figures do not establish the contemporaneous share-count denominator or account for other share issuances, so they do not support a reliable percentage-dilution calculation.
Adagio Medical’s common stock trades on Nasdaq under the ticker ADGM. The company’s SEC filing
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