Adagio Medical Announces Up to $50 Million Private Placement to Advance Cardiac Arrhythmia Therapies
Adagio Medical Holdings, Inc. (Nasdaq: ADGM) (“Adagio” or the “Company”), a leading innovator in the development of catheter ablation technologies for the treatment of cardiac arrhythmias, today announced that it has entered into a securities purchase agreement with a group of accredited investors. The transaction involves the sale of shares of the Company’s common stock (or pre-funded warrants in lieu thereof) and accompanying common warrants (the “Warrants”), which is expected to generate approximately $19 million in upfront proceeds. In addition, the Warrants, if exercised in full for cash, could provide the Company with potential additional proceeds of up to approximately $31 million, before accounting for placement agent fees and other expenses related to the private placement.
The private placement is being led by an affiliate of Perceptive Advisors, LLC, an existing investor in Adagio, with participation from select healthcare-focused and institutional investors. This transaction reflects strong investor confidence in Adagio’s clinical and technological leadership in the cardiac ablation space, as well as its potential to deliver innovative solutions for patients with arrhythmias.
Use of Proceeds
Adagio plans to use the net proceeds from the private placement primarily for general corporate purposes and working capital. Key initiatives include advancing the Company’s clinical programs, supporting ongoing product development, and enhancing operational capabilities. These funds are expected to accelerate the Company’s efforts to bring next-generation catheter ablation technologies to market, addressing unmet needs in the treatment of complex cardiac arrhythmias.
Transaction Details
At the closing of the private placement, Adagio will issue to investors an aggregate of 9,792,506 shares of common stock (or pre-funded warrants in lieu thereof), accompanied by three tranches of warrants structured as follows:
- Tranche A Warrants: To purchase 6,012,943 shares of common stock (or pre-funded warrants in lieu thereof)
- Tranche B Warrants: To purchase 6,012,943 shares of common stock (or pre-funded warrants in lieu thereof)
- Tranche C Warrants: To purchase 6,012,943 shares of common stock (or pre-funded warrants in lieu thereof)
The shares and Warrants are priced at a combined purchase price of $1.9403 per share (or $1.9402 per pre-funded warrant). The Warrants carry an exercise price of $1.71 per share and are exercisable immediately upon issuance.
The Warrants are structured to expire on or prior to the earlier of (i) five years from the date of issuance, or (ii) 30 days following certain significant corporate milestones. Specifically:
- Tranche A Warrants will expire 30 days after Adagio announces results from its FULCRUM-VT IDE pivotal clinical trial.
- Tranche B Warrants will expire 30 days after the U.S. Food and Drug Administration (“FDA”) approval of Adagio’s vCLAS Cryoablation System.
- Tranche C Warrants will expire 30 days after FDA approval of the Company’s second-generation vCLAS catheter system.
The structured tranches are designed to align investor interests with the Company’s progress on key clinical and regulatory milestones, while providing additional potential funding to support ongoing operations and product commercialization efforts.
Advisors and Placement Agent
Piper Sandler is acting as the sole placement agent for this private placement, leveraging its expertise in structuring and executing equity financings in the healthcare sector. Lake Street serves as the Company’s financial advisor for the transaction, providing guidance on market strategy, investor outreach, and financial structuring.
Regulatory Considerations
The securities issued in this private placement are being offered pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act or the securities laws of any state or other jurisdiction. Consequently, these securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictional securities laws.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein. No sale of these securities may occur in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The private placement is expected to close during the week of October 13, 2025, subject to the satisfaction of customary closing conditions. Upon completion, the transaction will provide Adagio with immediate capital to further its mission of delivering innovative catheter ablation therapies for patients suffering from cardiac arrhythmias, while offering investors the opportunity to participate in the Company’s growth and long-term clinical and commercial objectives.
Through this private placement, Adagio continues to strengthen its financial position and accelerate the development and commercialization of its proprietary catheter systems, which have the potential to transform treatment paradigms in cardiac electrophysiology.
