Form 8-K

8-K — Adagio Medical Holdings, Inc.

Accession: 0001104659-26-097242

Filed: 2026-08-14

Period: 2026-08-13

CIK: 0002006986

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 13, 2026

ADAGIO MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-42199

99-1151466

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

26051 Merit Circle, Suite 102

Laguna Hills, CA

92653

(Address of principal executive offices)

(Zip Code)

(949) 348-1188

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

ADGM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange

Act of 1934.

Emerging growth

company x

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

Stockholders’ Equity Requirement

On August 13, 2026, Adagio Medical Holdings, Inc.

(the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq

Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement

for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market

to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”). The Company’s

Quarterly Report on Form 10-Q for the period ended June 30, 2026, reported stockholders’ equity of $(415,000). As of the date of

this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income from continued

operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the

alternative quantitative standards for continued listing on the Nasdaq Capital Market.

The notification received has no immediate effect

on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued

listing requirements. In accordance with Nasdaq rules, the Company has been provided 45 calendar days, but no later than September 28,

2026, to submit a plan to regain compliance (the “Compliance Plan”). If the Compliance Plan is acceptable to the Staff, they

may grant an extension of 180 calendar days from the date of the Staff notification to regain compliance with the Stockholders’

Equity Requirement.

If the Staff does not accept the Compliance Plan,

the Staff will provide written notification to the Company that the Compliance Plan has been rejected. At that time, the Company may appeal

the Staff’s determination to a Nasdaq Hearings Panel.

The Company intends to submit the Compliance Plan

on or before September 28, 2026, monitor its stockholders’ equity and evaluate further available options to regain compliance with

the Stockholders’ Equity Requirement.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities

Act of 1933, as amended, concerning the Company. These statements may discuss goals, intentions, and expectations as to future plans,

trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of the Company,

as well as assumptions made by, and information currently available to, management of the Company. Forward-looking statements generally

include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,”

“will,” “should,” “would,” “could”, “expect,” “anticipate,” “plan,”

“likely,” “believe,” “estimate,” “project,” “intend,” “goal”,

“suggest”, “target” and other similar expressions. All statements that are not historical facts are forward-looking

statements, including but not limited to, statements regarding: the Company’s plan to submit the Compliance Plan on or before September

28, 2026, monitor its stockholders’ equity and evaluate further available options to regain compliance with the Stockholders’

Equity Requirement. All forward-looking statements in this Current Report on Form 8-K are based on the Company’s current expectations,

estimates and projections about its industry as well as management’s current beliefs and expectations of future events only as

of today and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from

those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the

risks related to the Company’s ability to regain compliance with Nasdaq listing standards; the Company’s ability to obtain

an additional compliance period, if needed; the Company’s ability to take actions that may be required for its continued listing

on Nasdaq; the Company’s current liquidity position and the need to obtain additional financing to support ongoing operations;

and the Company’s need for additional capital to fund its planned programs and operations and to continue to operate as a going

concern. These and other factors that may cause actual results to differ from those expressed or implied are discussed in greater detail

in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed

with the Securities and Exchange Commission (“SEC”) on March 27, 2026, as amended on July 13, 2026, and in other documents

filed by the Company from time to time with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended

June 30, 2026, filed with the SEC on August 11, 2026. Except as required by applicable law, the Company undertakes no obligation to revise

or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future

events or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date

subsequent to the date of this Current Report on Form 8-K and should not be relied upon as prediction of future events. In light of the

foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision

about any securities of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

Dated: August 14, 2026

Adagio Medical Holdings, Inc.

By:

/s/ Deborah Kaster

Name:

Deborah Kaster

Title:

Chief Financial Officer and Chief Business Officer

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