Adagio Medical Holdings, Inc.
For the period ended Oct 23, 2026. Filed Oct 13, 2026.
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Oct 23, 2026 · Filed Oct 13, 2026
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DEF 14A 1 ny20082992x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Adagio Medical Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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26051 Merit Circle, Suite 102
Laguna Hills, CA, 92653
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On October 23, 2026
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Adagio Medical Holdings, Inc., a Delaware corporation (the “Company”). The meeting will be held on Friday, October 23, 2026 at 8:00 a.m. Pacific Time. The Special Meeting will be a virtual meeting of stockholders, which will be conducted only via a live webcast. You will be able to attend the Special Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/ADGM2026SM. The meeting will be held for the following purposes:
| 1. | To approve a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Company’s Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-10 to 1-for-500, inclusive, with such ratio to be determined by the Company’s Board of Directors in its sole discretion. We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal No. 1”. |
| 2. | To conduct any other business properly brought before the meeting. |
These items of business are more fully described in the proxy statement accompanying these proxy materials.
The Special Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on October 5, 2026 and their proxy holders will be able to attend the Special Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/ADGM2026SM and entering the Control Number included in your proxy card, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 7:45 a.m. Pacific Time, on October 23, 2026.
Only stockholders of record at the close of business on October 5, 2026 and their proxy holders may vote at the meeting or any adjournment thereof. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Special Meeting for a purpose germane to the meeting during ordinary business hours at the Company’s principal executive office. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on October 23, 2026 at 8:00 a.m. Pacific Time at www.virtualshareholdermeeting.com/ADGM2026SM.
The proxy statement is available at investors.adagiomedical.com and www.proxyvote.com.
By Order of the Board of Directors.
/s/ Deborah Kaster
Deborah Kaster Chief Financial Officer and Chief Business Officer Laguna Hills, CA October 13, 2026
You are cordially invited to attend the virtual Special Meeting. You will not be able to attend the Special Meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote online if you attend the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.