UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2025
ADAGIO MEDICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42199 | 99-1151466 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
26051 Merit Circle, Suite 102 Laguna Hills, CA | | 92653 |
| (Address of principal executive offices) | | (Zip Code) |
(949) 348-1188
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | ADGM | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.02 Termination of a Material Definitive Agreement
On January 30, 2025, Adagio Medical Holdings, Inc. (the “Company”) provided formal notice to Fjord Ventures LLC (“Fjord”) of its intent to terminate the Facilities and Services Agreement, dated as of June 1, 2011, as amended, by and between Adagio Medical Inc. and Fjord (the “Agreement”), filed as Exhibit 10.27 to the Company’s Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024, which is incorporated by reference herein. The notice of termination was provided in accordance with the termination provisions outlined in the Agreement. The Agreement will terminate effective July 30, 2025 (the “Termination Date”), which is 180 days from January 31, 2025. The termination is due to the Company no longer needing the services provided under the Agreement.
The Agreement provided for various services and facilities to be rendered by Fjord to the Company. These services included employee benefits plan administration, administrative support, IT services, and the provision of office space and supplies.
In addition to the Agreement, the Company also sub-leases approximately 4,992 square feet of office and manufacturing space in Laguna Hills, California from Fjord. On March 31, 2024, the sub-lease with Fjord expired.
The Company has expressed its willingness to negotiate a new agreement with Fjord in the future for any ongoing services or facility space needs beyond the Termination Date.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 5, 2025
| Adagio Medical Holdings, Inc. | |
| | |
| By: | /s/ John Dahldorf | |
| Name: | John Dahldorf | |
| Title: | Chief Financial Officer | |
