Adagio Medical Holdings, Inc. issued 4,978,869 common shares after converting $776,111 in principal from its 13% Senior Secured Convertible Notes, according to an October 1, 2026 report by Investing.com. The reported alternate conversion prices ranged from $0.1265 to $0.1618 per share. The conversions occurred from September 25 through September 30, during the company’s ongoing review of strategic alternatives.
How many shares did Adagio Medical issue?
Investing.com reported that Adagio Medical issued 4,978,869 common shares in exchange for $776,111 of note principal. The conversions took place between September 25 and September 30, 2026, according to the October 1 report. These completed-issuance figures and the reported price range below are attributed to Investing.com, which said its account was based on a company press release and a recent SEC filing.
The report said the shares were issued under Section 3(a)(9) of the Securities Act of 1933, an exemption for exchanges of securities with existing security holders. It reported that the exchange involved no additional consideration to the company and no commissions or other remuneration for soliciting it.
What conversion price was used?
Investing.com reported alternate conversion prices of $0.1265 to $0.1618 per share. The SEC’s September 23, 2026 Form 8-K describes the contractual alternate-price formula: the lower of the note’s then-current conversion price and 85% of the lowest volume-weighted average price (VWAP) over the five consecutive trading days ending immediately before the conversion notice is delivered or deemed delivered.
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An earlier prospectus supplement described an original conversion price of $10.00 per share, subject to adjustment. That historical starting price is not the price reported for these conversions; the alternate mechanism in the current note terms helps explain the much lower reported prices.
Why were the notes converted during a strategic review?
On September 23, 2026, Adagio announced that it had begun a formal process to explore strategic alternatives focused on shareholder value. The company said possibilities could include an acquisition, merger, business combination, or another transaction. In its press release, Adagio cautioned: “There can be no assurance that its exploration will result in Adagio pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms, if at all.”
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The same-day Form 8-K says the company adopted a plan to extend its capital resources while it evaluates strategic alternatives. The reported note conversions occurred in that context, but the available information does not establish that the strategic review caused the holder to convert or that a transaction will follow.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What does the issuance mean for existing shareholders?
The conversion exchanged debt principal for common shares, adding shares to the company’s common-stock base. That can dilute existing holders’ ownership percentage, all else equal. The available figures do not support calculating the percentage dilution from this issuance: that would require a contemporaneous share-count denominator and information about other share issuances or changes affecting the total.
Adagio Medical’s common stock trades on Nasdaq under ticker ADGM, according to the company’s September 23 announcement.
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