PERCEPTIVE ADVISORS LLC - 20 Oct 2025 Form 4 Insider Report for Adagio Medical Holdings, Inc. (ADGM)

Signature
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman
Issuer symbol
ADGM
Transactions as of
20 Oct 2025
Net transactions value
+$4,250,092
Form type
4
Filing time
22 Oct 2025, 16:33:15 UTC
Previous filing
05 Aug 2025
Next filing
10 Nov 2025

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
PERCEPTIVE ADVISORS LLC Director, 10%+ Owner 51 ASTOR PLACE, 10TH FLOOR, NEW YORK /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman 22 Oct 2025 0001224962
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD 10%+ Owner 51 ASTOR PLACE, 10TH FLOOR, NEW YORK /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member 22 Oct 2025 0001249675
EDELMAN JOSEPH 10%+ Owner 51 ASTOR PLACE, 10TH FLOOR, NEW YORK /s/ Joseph Edelman 22 Oct 2025 0001164426

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ADGM Tranche A Warrant ("Common Warrant" right to buy) Purchase $248,287 +1,344,999 $0.1846 1,344,999 20 Oct 2025 Common Stock or Pre-Funded Warrants 1,344,999 $1.71 See footnote F1, F2, F3
transaction ADGM Tranche B Warrant ("Common Warrant" right to buy) Purchase $248,287 +1,344,999 $0.1846 1,344,999 20 Oct 2025 Common Stock or Pre-Funded Warrants 1,344,999 $1.71 See footnote F1, F2, F3
transaction ADGM Tranche C Warrant ("Common Warrant" right to buy) Purchase $248,287 +1,344,999 $0.1846 1,344,999 20 Oct 2025 Common Stock or Pre-Funded Warrants 1,344,999 $1.71 See footnote F1, F2, F3
transaction ADGM Pre-Funded Warrant (right to buy) Purchase $3,505,232 +2,190,496 $1.60 2,190,496 20 Oct 2025 Common Stock 2,190,496 $0.000100 See footnote F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.