0001140361-24-035381.txt : 20240801
0001140361-24-035381.hdr.sgml : 20240801
20240801171824
ACCESSION NUMBER: 0001140361-24-035381
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240731
FILED AS OF DATE: 20240801
DATE AS OF CHANGE: 20240801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDELMAN JOSEPH
CENTRAL INDEX KEY: 0001164426
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-42199
FILM NUMBER: 241167913
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE ADVISORS LLC
CENTRAL INDEX KEY: 0001224962
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-42199
FILM NUMBER: 241167915
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
CENTRAL INDEX KEY: 0001249675
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-42199
FILM NUMBER: 241167914
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5340
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Adagio Medical Holdings, Inc.
CENTRAL INDEX KEY: 0002006986
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 26051 MERIT CIRCLE
STREET 2: SUITE 102
CITY: LAGUNA HILLS
STATE: CA
ZIP: 92653
BUSINESS PHONE: 212-284-2300
MAIL ADDRESS:
STREET 1: 26051 MERIT CIRCLE
STREET 2: SUITE 102
CITY: LAGUNA HILLS
STATE: CA
ZIP: 92653
FORMER COMPANY:
FORMER CONFORMED NAME: Aja Holdco, Inc.
DATE OF NAME CHANGE: 20240104
3
1
form3.xml
FORM 3
X0206
3
2024-07-31
0
0002006986
Adagio Medical Holdings, Inc.
ADGM
0001224962
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
true
true
0001249675
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
true
0001164426
EDELMAN JOSEPH
C/O PERCEPTIVE CAPITAL SOLUTIONS CORP
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
true
Common stock
7160397
D
PIPE Warrants
10
2024-07-31
2029-07-31
Common Stock
5445069
D
Convert Warrants
24
2024-07-31
2031-07-31
Common Stock
525000
D
Convertible Notes
2024-07-31
2028-04-30
Common Stock
700000
D
The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. Joseph Edelman ("Mr. Edelman") serves as the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of their indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor or Mr. Edelman are beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The Master Fund was issued 5,445,069 warrants (the "PIPE Warrants") on July 29, 2024 pursuant to an Amended and Restated Subscription Agreement, dated July 29, 2024. Subject to adjustment, as provided in the Convert Warrants, each PIPE Warrant is exercisable for one share of common stock, par value $0.0001 per share (the "Common Stock"), of Adagio Medical Holdings, Inc. (f/k/a Aja HoldCo, Inc.) (the "Issuer"), at an exercise price of $10.00.
The Master Fund was issued $7,000,000 in principal amount of convertible notes ("Convertible Notes") and 525,000 warrants ("Convert Warrants") of the Issuer on July 29, 2024. The Convertible Notes and any interest that compounds on the principal amount outstanding under the Convertible Notes are convertible into shares of Common Stock at the Master Fund's option at an initial conversion price of $10.00 per share. Subject to adjustment, as provided in the Convert Warrants, each Convert Warrant is exercisable for one share of Common Stock at an exercise price of $24.00.
/s/ Joseph Edelman - for Perceptive Advisors LLC,
By: Joseph Edelman, its managing member
2024-08-01
/s/ Joseph Edelman - for Perceptive Life Sciences
Master Fund, Ltd., By: Perceptive Advisors LLC,
its investment manager, By: Joseph Edelman,
its managing member
2024-08-01
/s/ Joseph Edelman
2024-08-01