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Adagio Medical Holdings, Inc.

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 14, 2025

ADGM$0.06+6.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001558370-25-007883

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001558370-25-011420

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 181 previous paragraphs and 185 current paragraphs.

145 unchanged; 30 reworded; 7 added; 5 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 24 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Cost of revenue was $0.3 million and $0.6 million for the three and six months ended June 30, 2025 (Successor), respectively, compared to $0.7 million and $1.2 million for the three and six months ended June 30, 2024 (Predecessor), respectively, representing decreases of $0.4 million, or 50%, and $0.6 million, or 51%, respectively. The decreases were primarily attributable to a pause in commercial activity in Europe during the second quarter of 2025 and the related impact of an inventory buyback conducted in connection with the pause.

Current report

Selling, general and administrative expenses were $6.0 million for the six months ended June 30, 2025 (Successor) and $8.2 million for the six months ended June 30, 2024 (Predecessor). The decrease in selling, general and administrative expenses of $2.2 million, or 27%, was primarily due to a decrease in payroll and personnel expense related to lower headcount during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. Additionally, we changed our estimate of the useful life of our consoles from five years to three years and recognized a catch-up in January 2024, which increased depreciation expense in the first half of 2024.

Current report

The change in convertible notes fair value resulted in a gain of $1.4 million and $1.6 million for the three months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively, and $1.6 million and $4.0 million for the six months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively.

Current report

The change in fair value of warrant liabilities resulted in a loss of $103 thousand for the six months ended June 30, 2025, compared to a gain of $14 thousand for the six months ended June 30, 2024.

Current report

Other income, net was $143 thousand and other expense was $38 thousand for the six months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively. This net increase in other income of $181 thousand was primarily attributable to foreign currency unrealized and realized gain.
Removed paragraphs (5)

Previous report

Cost of revenue was $0.3 million and $0.5 million for the three months ended March 31, 2025 (Successor) and for the three months ended March 31, 2024 (Predecessor), respectively, representing a decrease of $0.2 million, or 53%. This decrease was primarily due to higher cost of revenue for the three months ended March 31, 2024 (Predecessor) resulting from a change in the estimated useful life of our Consoles from five years to three years, effective January 1, 2024. This change resulted in increased depreciation expense during the three months ended March 31, 2024. The lower cost of revenue in the three months ended March 31, 2025 (Successor) also reflects the impact of an inventory buyback conducted in connection with a pause in commercial activity in Europe during the three months ended March 31, 2025.

Previous report

The change in convertible notes fair value resulted in a gain of $0.2 million for the three months ended March 31, 2025 (Successor). The change in convertible notes fair value resulted in a gain of $1.7 million for the three months ended March 31, 2024 (Predecessor). The change in convertible notes fair value for the three months ended March 31, 2025 (Successor) is due to the change in the fair value of the Convertible Securities Notes. The change in convertible notes fair value for the three months ended March 31, 2024 (Predecessor) is due to a change in the fair value of the October 2022 Convertible Notes and the April 2023 Convertible Notes.
Reworded paragraphs (30)

Previous wording

ListCo was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification 805, Business Combinations. Legacy Adagio is the accounting acquiree and predecessor based on an analysis of the criteria outlined in the Accounting Standards Codification 805, Business Combinations. Accordingly, the historical financial statements of Legacy Adagio became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Adagio prior to the Closing; and (ii) the combined results of the Company following the Closing. The accompanying financial information includes a predecessor period, which includes the periods through July 30, 2024, concurrent with the Business Combination, and the successor period from January 01, 2025, through March 31, 2025. A black-line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the statements to highlight the lack of comparability between these two periods and differentiate the cut-off of these periods.

Current wording

ListCo was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification 805, Business Combinations. Legacy Adagio is the accounting acquiree and predecessor based on an analysis of the criteria outlined in the Accounting Standards Codification 805, Business Combinations. Accordingly, the historical financial statements of Legacy Adagio became the historical financial statements of the combined company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Adagio prior to the Closing; and (ii) the combined results of the Company following the Closing. The accompanying financial information includes a predecessor period, which includes the periods through July 30, 2024, concurrent with the Business Combination, and the successor period from January 1, 2025, through June 30, 2025.

Previous wording

We are a medical device company focused on developing and commercializing products for the treatment of cardiac arrhythmias with our novel, proprietary, catheter-based Ultra-Low Temperature Cryoablation (“ULTC”) technology. Our initial focus is on the treatment of ventricular tachycardia (“VT”). VT is a rapid, abnormal heart rhythm, or arrhythmia, that originates in the heart's lower chambers, or ventricles, potentially leading to blood flow issues and, if sustained, VT can be fatal. VT is strongly associated with coronary artery disease, with an estimated 15% of patients with coronary artery disease found to have VT, and sudden cardiac death (“SCD”) caused by VT account for approximately half of the deaths related to cardiac causes. Radio Frequency (“RF”) ablation catheters currently used to treat VT were primarily designed and approved for the treatment of atrial fibrillation (“AF”) and are therefore not designed to optimally treat the specifics of the ventricular anatomy and disease. As a result, VT procedures performed with current devices can be overly complex, with sub-optimal outcomes, potentially leading to limited growth in the market for VT ablations.

Current wording

We are a medical device company focused on developing and commercializing products for the treatment of cardiac arrhythmias with our novel, proprietary, catheter-based Ultra-Low Temperature Cryoablation (“ULTC”) technology. Our initial focus is on the treatment of ventricular tachycardia (“VT”). VT is a rapid, abnormal heart rhythm, or arrhythmia, that originates in the heart's lower chambers, or ventricles, potentially leading to blood flow issues and, if sustained, VT can be fatal. VT is strongly associated with coronary artery disease, with an estimated 15% of patients with coronary artery disease found to have VT, and sudden cardiac death (“SCD”) caused by VT accounts for approximately half of the deaths related to cardiac causes. Radio Frequency (“RF”) ablation catheters currently used to treat VT were primarily designed and approved for the treatment of atrial fibrillation (“AF”) and are therefore not designed to optimally treat the specifics of the ventricular anatomy and disease. As a result, VT procedures performed with current devices can be overly complex, with sub-optimal outcomes, potentially leading to limited growth in the market for VT ablations.

Previous wording

Our clinically tested ULTC products are purpose-built to treat patients with VT. Our highly differentiated catheters are designed for large, durable, deep lesions within the ventricle through an endocardial approach. Our ULTC approach is built on the hypothesis that large and durable lesions extending through the depth of both diseased and healthy muscular tissue of the ventricle of the heart (ventricular myocardium) is a foundation for improving the effectiveness of VT ablations and patient outcomes.

Current wording

Our clinically tested ULTC products are purpose-built to treat patients with VT. Our highly differentiated catheters are designed for large, durable, deep lesions within the ventricle through an endocardial approach. Our ULTC approach is built on the hypothesis that large and durable lesions extending through the depth of both diseased and healthy muscular tissue of the ventricle of the heart (ventricular myocardium) is a foundation for improving the effectiveness of VT ablations and patient outcomes. In April 2025, we received Breakthrough Device designation from the FDA for our vCLASTM Cryoablation System for the treatment of drug-refractory, recurrent, sustained monomorphic ventricular tachycardia in patients with ischemic or non-ischemic structural heart disease.

Previous wording

We have established a robust cadence of clinical data designed to evaluate our technology and gain regulatory approvals of our product portfolio. Preliminary data suggest that our approach to treating VT offers a favorable combination of safety, acute and chronic effectiveness, compared to the current standard of care, including ablations performed using RF energy. Our first-in-human CRYOCURE-VT trial included 64 patients in nine centers in the E.U. and Canada. The outcomes of this trial, which were used to support CE Mark approval, include a 0% rate of major adverse events, 94% acute procedural success, 60% freedom from sustained VT and 81% freedom from implantable cardioverter defibrillator shock at six months. Our vCLASTM Cryoablation System for VT has obtained European CE Mark approval. In the U.S., our 206-patient FULCRUM-VT IDE pivotal clinical trial is currently enrolling patients across twenty (20) centers in the U.S. and Canada. Upon completion, which we anticipate in the second half of 2025, we expect to submit the results of this trial to support U.S. Food and Drug Administration (“FDA”) approval of our vCLASTM Cryoablation System.

Current wording

We have established a robust cadence of clinical data designed to evaluate our technology and gain regulatory approvals of our product portfolio. Preliminary data suggest that our approach to treating VT offers a favorable combination of safety, acute and chronic effectiveness, compared to the current standard of care, including ablations performed using RF energy. Our first-in-human CRYOCURE-VT trial included 64 patients in nine centers in the E.U. and Canada. The outcomes of this trial, which were used to support CE Mark approval, include a 0% rate of major adverse events, 94% acute procedural success, 60% freedom from sustained VT and 81% freedom from implantable cardioverter defibrillator (“ICD”) shock at six months. Our vCLASTM. Cryoablation System for VT has obtained European CE Mark approval. In the U.S., our 206-patient FULCRUM-VT IDE pivotal clinical trial is currently enrolling patients across twenty (20) centers in the U.S. and Canada. Upon completion, which we anticipate in the second half of 2025, we expect to submit the results of this trial to support U.S. Food and Drug Administration (“FDA”) approval of our vCLASTM Cryoablation System.

Previous wording

We have incurred net losses each year since our inception in 2011. As of March 31, 2025, and December 31, 2024, we had an accumulated deficit of $78.3 million and $70.6 million, respectively. Our net loss was $7.7 million for the three months ended March 31, 2025 (Successor) and $8.0 million for the three months ended March 31, 2024 (Predecessor), respectively. The net cash used in operating activities was $7.2 million for the three months ended March 31, 2025 (Successor) and $6.7 million for the three months ended March 31, 2024 (Predecessor), respectively. Substantially all of our accumulated deficit has primarily resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. As of March 31, 2025, and December 31, 2024, we had cash of $13.0 million and $20.6 million, respectively.

Current wording

We have incurred net losses each year since our inception in 2011. As of June 30, 2025, and December 31, 2024, we had an accumulated deficit of $82.2 million and $70.6 million, respectively. Our net loss was $3.9 million and $5.7 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively. Our net loss was $11.7 million and $13.0 million for the six months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively. The net cash used in operating activities was $11.9 million for the six months ended June 30, 2025 (Successor) and $13.7 million for the six months ended June 30, 2024 (Predecessor), respectively. Substantially all of our accumulated deficit has resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations. As of June 30, 2025, and December 31, 2024, we had cash of $8.2 million and $20.6 million, respectively.

Previous wording

In February 2025, we implemented a corporate prioritization initiative focusing all resources on the FULCRUM-VT clinical trial activities and our new product design optimization program, which has been designed to advance faster innovation and iteration to meet market demands. We incurred one-time expenses related to these events during the three months ended March 31, 2025.

Current wording

The accompanying condensed consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern, which contemplate the realization of assets and liabilities in the normal course of business. We have limited revenue and have experienced recurring operating losses and negative cash flows from operations since our inception and anticipate that we will continue to do so for at least the next several years. In February 2025, in an effort to extend our capital resources, we implemented a corporate prioritization initiative focusing all resources on the FULCRUM-VT clinical trial activities and our new product design optimization program, which has been designed to advance faster innovation and iteration to meet market demands. We incurred one-time expenses related to these events during the six months ended June 30, 2025. Based on our current research and development plans, we expect to have sufficient resources to fund our planned operations into the fourth quarter of 2025. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our capital resources sooner than expected. We will require additional capital in order to complete clinical development of our vCLASTM Cryoablation System.

Previous wording

The accompanying condensed consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern, which contemplate the realization of assets and liabilities in the normal course of business. We have limited revenue and have experienced recurring operating losses and negative cash flows from operations since our inception and anticipate that it will continue to do so for at least the next several years. These factors raise substantial doubt about our ability to continue as a going concern for the twelve-month period from the date of this filing with the SEC. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. Refer toNote 1 - Organization and Description of Businessin our condensed consolidated financial statements for additional information on the going concern assessment.

Current wording

These factors raise substantial doubt about our ability to continue as a going concern for the twelve-month period from the date of this filing with the SEC. Refer toNote 1 - Organization and Description of Businessin our condensed consolidated financial statements for additional information on the going concern assessment.

Previous wording

The need for additional capital will depend in part on the scope and costs of our development and clinical activities. To date, we have not generated significant revenue from the sale of commercialized products. Once we conduct a full commercial launch, our ability to generate product revenue will depend on the successful development and eventual commercialization of our products in the United States and Europe. Until such time, if ever, we expect to finance our operations through the sale of equity or debt, borrowings under credit facilities, or through potential collaborations, other strategic transactions or government and other grants. Adequate capital may not be available to us when needed or on acceptable terms. If we are unable to raise capital, we could be forced to delay, reduce, suspend or cease our research and development programs or any future commercialization efforts, which would have a negative impact on our business, prospects, operating results and financial condition. See the section of this Report titled “Risk Factors” for additional information.

Current wording

The need for additional capital will depend in part on the scope and costs of our development and clinical activities. To date, we have not generated significant revenue from the sale of commercialized products. Once we conduct a full commercial launch, our ability to generate product revenue will depend on the successful commercialization of our products. Until such time, if ever, we expect to finance our operations through the sale of equity or debt, borrowings under credit facilities, or through potential collaborations, other strategic transactions or government and other grants. Adequate capital may not be available to us when needed or on acceptable terms. If we are unable to raise capital, we could be forced to delay, reduce, suspend or cease our research and development programs or any future commercialization efforts, which would have a negative impact on our business, prospects, operating results and financial condition. See the section of this Report titled “Risk Factors” for additional information.

Previous wording

In order to generate future growth, we plan to continue to expand and leverage our sales and marketing infrastructure to increase our customer base and grow our business. Identifying and recruiting qualified sales and marketing personnel and training them on our products, applicable federal and state laws and regulations, and on our internal policies and procedures requires significant time, expense and attention. It often takes several months or more before a sales representative is fully trained and productive. Our ability to increase

Current wording

In order to generate future growth, we plan to continue to expand and leverage our sales and marketing infrastructure to increase our customer base and grow our business. Identifying and recruiting qualified sales and marketing personnel and training them on our products, applicable federal and state laws and regulations, and on our internal policies and procedures requires significant time, expense and attention. It often takes several months or more before a sales representative is fully trained and productive. Our ability to increase our customer base and achieve broader market acceptance of our products will also depend to a significant extent on our ability to expand our marketing efforts as our plans to dedicate significant resources to our marketing programs.

Previous wording

Management expects the research and development expenses to increase, as we will incur incremental expenses associated with vCLAS product that are currently under development and in pre-clinical and clinical trials. Product candidates in later stages of clinical development generally have higher development costs, primarily due to the increased size and duration of later-stage clinical trials.

Current wording

Management expects the research and development expenses to increase in future periods, as we will incur incremental expenses associated with our ULTC products that are currently under development and in pre-clinical and clinical trials. Product candidates in later stages of clinical development generally have higher development costs, primarily due to the increased size and duration of later-stage clinical trials.

Previous wording

In connection with the execution of the Business Combination Agreement, certain investors (“Convert Investors”) executed a securities purchase agreement, dated February 13, 2024, with ListCo (the “Convertible Security Subscription Agreement”), pursuant to which ListCo issued on the Closing Date to the Convert Investors $20.0 million of 13% senior secured convertible notes (the “Convertible Securities Notes”), which will be convertible into shares of the Company’s Common Stock at a conversion price of $10.00 per share, subject to adjustment, and 1,500,000 warrants (the “Convert Warrants”), each Convert Warrant being exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment. Such $20.0 million of financing in the form of Convertible Securities Notes includes the conversion of the 2024 Bridge Financing Notes into Convertible Securities Notes and Convert Warrants at Closing.

Current wording

In connection with the execution of the Business Combination Agreement, the Convert Investors executed the Convertible Security Subscription Agreement, pursuant to which ListCo issued on the Closing Date to the Convert Investors the Convertible Securities Notes, which will be convertible into shares of the Company’s Common Stock at a conversion price of $10.00 per share, subject to adjustment, and the Convert Warrants, each Convert Warrant being exercisable on a cashless basis or for cash at a price of $24.00 per share, subject to adjustment. Such $20.0 million of financing in the form of Convertible Securities Notes includes the conversion of the 2024 Bridge Financing Notes into Convertible Securities Notes and Convert Warrants at Closing.

Previous wording

Comparison for the three months ended March 31, 2025 (Successor) to the three months ended March 31, 2024 (Predecessor)

Current wording

Comparison for the three and six months ended June 30, 2025 (Successor) to the three and six months ended June 30, 2024 (Predecessor)

Previous wording

Revenue was nil for the three months ended March 31, 2025 (Successor), compared to $26 thousand for the three months ended March 31, 2024 (Predecessor), representing a decrease of $26 thousand. The decrease was primarily due to the repurchase of previously sold inventory during the three months ended March 31, 2025, which offset gross sales recorded during the period. The inventory buyback was conducted in connection with a pause in commercial activity in Europe during the three months ended March 31, 2025.

Current wording

Revenue was nil for both the three and six months ended June 30, 2025 (Successor), compared to $0.3 million for both the three and six months ended June 30, 2024 (Predecessor), representing a decrease of $0.3 million in each period. The decrease was primarily due to the repurchase of previously sold inventory during the three and six months ended June 30, 2025 (Successor), which offset gross sales. This inventory buyback was undertaken in connection with our pause in commercial activity in Europe during the quarter and the first half of 2025.

Previous wording

Research and development expenses were $3.7 million for the three months ended March 31, 2025 (Successor), compared to $3.5 million for the three months ended March 31, 2024 (Predecessor), representing an increase of $0.2 million, or 5%. This increase was primarily driven by a $0.4 million increase in product development costs, including consulting, prototyping, and project-related support, as well as a $0.3 million increase in clinical trial expenses. These increases were partially offset by a $0.5 million decrease in quality assurance and operations costs due to reduced production activity in the current period, and a reduction in payroll and personnel expenses resulting from a corporate prioritization initiative implemented during the three months ended March 31, 2025.

Current wording

Research and development expenses were $2.0 million for the three months ended June 30, 2025 (Successor), compared to $2.9 million for the three months ended June 30, 2024 (Predecessor), representing a decrease of $0.9 million, or 31%. The decrease was primarily driven by a $0.5 million reduction in quality assurance and operations costs due to lower production activity, a $0.4 million reduction in product development expenses, including consulting, prototyping, and project-related support, and lower payroll and personnel costs resulting from our corporate prioritization initiative.

Previous wording

Our clinical trial expenses relate to trials for our iCLAS atrial ULTC catheter and system (CYROCURE-2), iCLAS atrial ULTC catheter and system (iCLAS for PsAF), vCLAS ventricular ULTC catheter (CYROCURE-VT), vCLAS ventricular ULTC catheter (FULCRUM-VT), and PFCA catheter. Clinical trial costs include the expenses spent on clinical trial studies and other related expenses. Quality assurance includes regulatory fees and third-party service fees. Pre-clinical trial costs and other research and development costs include the expenses resulting from professional fees, prototypes, and animal testing. Operational costs include the expenses spent on product manufacturing.

Current wording

Our clinical trial expenses relate to trials for our iCLAS atrial ULTC catheter and system (CYROCURE-2), iCLAS atrial ULTC catheter and system ((iCLAS for persistent atrial fibrillation (“PsAF”)), vCLAS ventricular ULTC catheter (CYROCURE-VT), vCLAS ventricular ULTC catheter (FULCRUM-VT), and PFCA catheter. Clinical trial costs include the expenses spent on clinical trial studies and other related expenses. Quality assurance includes regulatory fees and third-party service fees. Pre-clinical trial costs and other research and development costs include the expenses resulting from professional fees, prototypes, and animal testing. Operational costs include the expenses spent on product manufacturing.

Previous wording

Selling, general and administrative expenses were $3.5 million for the three months ended March 31, 2025 (Successor) and $4.8 million for the three months ended March 31, 2024 (Predecessor). The decrease in selling, general and administrative expenses of $1.3 million, or 28%, is primarily due to a decrease in payroll and personnel expense related to lower headcount during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

Current wording

Selling, general and administrative expenses were $2.4 million for the three months ended June 30, 2025 (Successor) and $3.4 million for the three months ended June 30, 2024 (Predecessor). The decrease in selling, general and administrative expenses of $1.0 million, or 29%, was primarily due to a decrease in payroll and personnel expense related to lower headcount during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

Previous wording

The change in fair value of warrant liabilities resulted in a gain of $38 thousand for the three months ended March 31, 2025, compared to a loss of $80 thousand for the three months ended March 31, 2024.

Current wording

The change in fair value of warrant liabilities resulted in a loss of $141 thousand for the three months ended June 30, 2025, compared to a gain of $94 thousand for the three months ended June 30, 2024.

Previous wording

Interest expense was $0.7 million and $0.8 million for the three months ended March 31, 2025 (Successor) and 2024 (Predecessor), respectively. The decrease of $0.1 million, or 12% was related to interest incurred from the convertible promissory notes issued in April 2023, November 2023, February 2024, May 2024, June 2024, July 2024 Notes, and the Convertible Securities Notes.

Current wording

Interest expense was $0.7 million and $0.8 million for the three months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively. The decrease of $0.1 million, or 5%, was related to interest incurred from the convertible promissory notes issued in April 2023, November 2023, February 2024, May 2024, June 2024, July 2024 Notes, and the Convertible Securities Notes.

Previous wording

Interest income was $164 thousand and $1 thousand for the three months ended March 31, 2025 (Successor) and 2024 (Predecessor), respectively. The increase in interest income of $163 thousand is primarily due to the increase of cash balances in an asset management account.

Current wording

Interest income was $102 thousand and $2 thousand for the three months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively. The increase in interest income of $100 thousand was primarily due to the increase of cash balances in an asset management account.

Previous wording

Other expense, net was $46 thousand and $43 thousand for the three months ended March 31, 2025 (Successor) and 2024 (Predecessor), respectively. This net increase in other expense of $3 thousand was primarily attributable to foreign currency unrealized and realized loss.

Current wording

Other income, net was $102 thousand and $5 thousand for the three months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively. This net increase in other income of $102 thousand was primarily attributable to foreign currency unrealized and realized gain.

Previous wording

As of March 31, 2025, and December 31, 2024, the Successor had cash and cash equivalents of $13.0 million and $20.6 million, respectively. For the three months ended March 31, 2025 (Successor) and 2024 (Predecessor), net losses were $7.7 million and $8.0 million, respectively. For the three months ended March 31, 2025 (Successor) and 2024 (Predecessor) net cash used in operating activities was $7.2 million and $6.7 million, respectively.

Current wording

As of June 30, 2025, and December 31, 2024, the Successor had cash and cash equivalents of $8.2 million and $20.6 million, respectively. For the three months ended June 30, 2025 (Successor) and 2024 (Predecessor), net losses were $3.9 million and $5.7 million, respectively. For the six months ended June 30, 2025 (Successor) and 2024 (Predecessor), net losses were $11.7 million and $13.0 million, respectively. For the six months ended June 30, 2025 (Successor) and 2024 (Predecessor) net cash used in operating activities was $11.9 million and $13.7 million, respectively.

Previous wording

We do not require significant cash reserve to meet short term and long-term obligations with a balance of approximately $2.6 million for accounts payable and $3.1 million for accrued liabilities as of March 31, 2025 (Successor). We have a balance of $13.0 million in cash as of March 31, 2025, and we do not believe our current cash and cash equivalents are sufficient to fund operations for at least the next 12 months from the issuance date of the condensed consolidated financial statements. We believe that this raises substantial doubt about our ability to continue as a going concern.

Current wording

We do not require significant cash reserve to meet short term and long-term obligations with a balance of approximately $1.3 million for accounts payable and $3.4 million for accrued liabilities as of June 30, 2025 (Successor). We have a balance of $8.2 million in cash as of June 30, 2025, and we do not believe our current cash and cash equivalents are sufficient to fund operations for at least the next 12 months from the issuance date of the condensed consolidated financial statements. We believe that this raises substantial doubt about our ability to continue as a going concern. See “—Going Concern and Operating Outlook.”

Previous wording

On November 28, 2023, Legacy Adagio issued to Perceptive Life Sciences Master Fund, Ltd. (the “Perceptive PIPE Investor”), a $2.0 million convertible promissory note that would mature on the latest of (i) January 5, 2024, (ii) termination of agreements between Legacy Adagio and ARYA in connection with a non-binding summary of the Business Combination, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above (the “November 2023 Notes”). The November 2023 Notes accrued simple interest at eight percent (8.0%) per annum. Additionally, Legacy Adagio obtained the right to issue up to $6.0 million of Delayed Draw Commitment available beginning one month after November 28, 2023, through the occurrence of an ARYA stockholder vote with regard to the Business Combination.

Current wording

On November 28, 2023, Legacy Adagio issued the Perceptive PIPE Investor a $2.0 million convertible promissory note that would mature on the latest of (i) January 5, 2024, (ii) termination of agreements between Legacy Adagio and ARYA in connection with a non-binding summary of the Business Combination, or (iii) the termination or lapse of the exclusivity period as defined in the non-binding term sheet as mentioned above (the “November 2023 Notes”). The November 2023 Notes accrued simple interest at eight percent (8.0%) per annum. Additionally, Legacy Adagio obtained the right to issue up to $6.0 million of Delayed Draw Commitment available beginning one month after November 28, 2023, through the occurrence of an ARYA stockholder vote with regard to the Business Combination.

Previous wording

Comparison for the three months ended March 31, 2025 (Successor) to the three months ended March 31, 2024 (Predecessor)

Current wording

Comparison for the six months ended June 30, 2025 (Successor) to the six months ended June 30, 2024 (Predecessor)

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 (Successor) was $7.2 million, consisting primarily of a net loss of $7.7 million, adjusted by non-cash items of $0.2 million and net changes in operating assets and liabilities of $0.2 million. Non-cash items primarily consisted of $0.3 million in depreciation and amortization, $0.2 million in stock-based compensation, and a $0.2 million net gain from the change in fair value of convertible notes payable. Changes in operating assets and liabilities included a $0.3 million increase in inventory and a $0.6 million decrease in accrued liabilities, partially offset by a $0.7 million increase in other accrued liabilities.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 (Successor) was $11.9 million, consisting primarily of a net loss of $11.7 million, adjusted by non-cash items of $0.5 million and net changes in operating assets and liabilities of $0.3 million. Non-cash items primarily consisted of $0.5 million in depreciation and amortization, $0.5 million in stock-based compensation, partially offset by a $1.6 million net gain from the change in fair value of convertible notes payable. Changes in operating assets and liabilities included a $1.5 million decrease in accounts payable and a $0.4 million decrease in accrued liabilities, partially offset by a $0.8 million decrease in inventory and a $1.4 million increase in other accrued liabilities.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2024 (Predecessor) was $6.7 million, consisting primarily of a net loss of $8.0 million, adjusted by non-cash items of 0.9 million, and net cash provided by changes in operating assets and liabilities of $0.4 million. Non-cash items primarily consisted of $0.3 million in depreciation and amortization, $0.1 million in stock-based compensation, $42,000 in non-cash lease expense, and a $0.1 million loss from the change in fair value of warrant liabilities, partially offset by a $1.7 million gain from the change in fair value of convertible notes payable. Changes in operating assets and liabilities were primarily driven by a $0.9 million increase in accounts payable, a $0.7 million increase in accrued liabilities, and a $0.2 million increase in accrued transaction costs, partially offset by a $0.7 million increase in other accrued liabilities and a $0.3 million increase in inventory.

Current wording

Net cash used in operating activities for the six months ended June 30, 2024 (Predecessor) was $13.7 million, consisting primarily of a net loss of $13.0 million, adjusted by non-cash items of $3.0 million, and net cash provided by changes in operating assets and liabilities of $2.3 million. Non-cash items primarily consisted of $0.6 million in depreciation and amortization, $0.2 million in stock-based compensation, and $0.1 million in non-cash lease expense, partially offset by a $4.0 million gain from the change in fair value of convertible notes payable. Changes in operating assets and liabilities were primarily driven by a $1.8 million increase in accounts payable, a $0.4 million increase in accrued liabilities, and a $1.4 million increase in other accrued liabilities, partially offset by a $0.8 million increase in inventory, and a $0.3 million decrease in accrued transaction costs.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025 (Successor) and the three months ended March 31, 2024 (Predecessor) was $0.3 million and $0.2 million, respectively. The increase in cash used in investing activities was due to the increased purchases of property.

Current wording

Net cash used in investing activities for each of the six months ended June 30, 2025 (Successor) and the six months ended June 30, 2024 (Predecessor) was $0.3 million. The cash used in investing activities was due to purchases of property and equipment.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2025 (Successor) was nil.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025 (Successor) was nil.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2024 (Predecessor) was $9.6 million, primarily due to receiving $10.0 million from the issuance of convertible notes payable, and $18 thousand related to exercise of common stock options in 2023, offset by a decrease of $0.4 million repayment of SVB Term Loan.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2024 (Predecessor) was $14.6 million, primarily due to receiving $15.5 million from the issuance of convertible notes payable, offset by a decrease of $0.9 million repayment of SVB Term Loan.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Research and development expenses were $5.6 million for the six months ended June 30, 2025 (Successor), compared to $6.3 million for the six months ended June 30, 2024 (Predecessor), representing a decrease of $0.7 million, or 11%. This decrease was primarily driven by a $0.7 million decrease in quality assurance and operations costs due to reduced production activity in the current period, and a reduction in payroll and personnel expenses resulting from a corporate prioritization initiative implemented during the six months ended June 30, 2025.

Current report — wording carried from elsewhere

Interest expense was $1.4 million and $1.5 million for the six months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively. The decrease of $0.1 million, or 9%, was related to interest incurred from the convertible promissory notes issued in April 2023, November 2023, February 2024, May 2024, June 2024, July 2024 Notes, and the Convertible Securities Notes.

Current report — wording carried from elsewhere

Interest income was $266 thousand and $3 thousand for the six months ended June 30, 2025 (Successor) and 2024 (Predecessor), respectively. The increase in interest income of $263 thousand was primarily due to the increase of cash balances in an asset management account.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

our customer base and achieve broader market acceptance of our products will also depend to a significant extent on our ability to expand our marketing efforts as our plans to dedicate significant resources to our marketing programs.