Adagio Medical Holdings Inc 2026 Annual Report

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. TABLE OF CONTENTS PART I:FINANCIAL INFORMATION Item 1.Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31,2025Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for thethree months ended March 31, 2026 and March 31, 2025Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three monthsended March 31, 2026 and March 31, 2025Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March31, 2026 and March 31, 2025Notes to Condensed Consolidated Financial Statements (Unaudited)Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures about Market RiskItem 4.Controls and ProceduresPART II: OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A. Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSIGNATURES CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involvesubstantial risks and uncertainties. All statements other than statements of historical facts contained in this QuarterlyReport on Form 10-Q including statements regarding our future results of operations or financial condition, businessstrategy and plans and objectives of management for future operations, are forward-looking statements. In some cases,youcan identify forward-looking statements because they contain words such as“anticipate,”“believe,” ●the timing, progress and results of our clinical trials of our product candidates, including statementsregarding the timing of initiation and completion of studies or trials and related preparatory work, theperiod during which the results of the trials will become available and our research and developmentprograms;●our ability to continue to develop innovative, proprietary products that address significant clinical needsin a manner that is safe and effective for patients and easy-to-use for physicians;●our ability to obtain and maintain regulatory clearances or approvals;●our ability to demonstrate safety and effectiveness in our sponsored and third-party clinical trials;●our ability to increase physician awareness;●our ability to obtain and maintain coverage and adequate reimbursement for procedures using ourproducts;●our ability to attract and retain skilled research, development, sales and clinical personnel;●our ability to cost-effectively manufacture, market and sell our products;●our estimates of our market opportunity; You should not rely on forward-looking statements as predictions of future events. The outcome of the eventsdescribed in these forward-looking statements is subject to risks, uncertainties and other factors described under theheader “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a verycompetitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not Table of Contents The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the dateon which the statements are made, and we undertake no obligation to update them to reflect events or circumstances References in this Quarterly Report on Form 10-Q to “we,” “us,” “ListCo” or the “Company” refer to AdagioMedical Holdings, Inc. and its consolidated subsidiaries at and after the consummation of the Business Combination(as defined below). References to our “management” or our “management team” refer to our officers and directors. We We may announce material business and financial information to our investors using our investor relations website(investors.adagiomedical.com). We therefore encourage investors and others interested in Adagio Medical Holdings,Inc. to review the information that we make available on our website, in addition to following our filings with the PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements. Adagio Medical Holdings, Inc.Condensed Consolidated Balance Sheets(in thousands, except share data) Adagio Medical Holdings, Inc.Condensed C