UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

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Adagio Medical Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00534B 100

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Perceptive Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			15,257,488
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			15,257,488
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,257,488
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	76.4%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

(1) The ownership percentage reported is based upon the sum of: (i) 13,387,636 shares of Common Stock outstanding as of August 23, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 26, 2024; (ii) 1,147,500 Earn-Out Shares (as defined below); and (iii) 5,445,069 shares of Common Stock issuable upon the exercise of Warrants (as defined below).

(1) The ownership percentage reported is based upon the sum of: (i) 13,387,636 shares of Common Stock outstanding as of August 23, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 26, 2024; (ii) 1,147,500 Earn-Out Shares; and (iii) 5,445,069 shares of Common Stock issuable upon the exercise of Warrants.

1	NAMES OF REPORTING PERSONS
	Perceptive Life Sciences Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			15,056,586
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			15,056,586
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,056,586
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	75.4%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) The ownership percentage reported is based upon the sum of: (i) 13,387,636 shares of Common Stock outstanding as of August 23, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 26, 2024; (ii) 1,147,500 Earn-Out Shares; and (iii) 5,445,069 shares of Common Stock issuable upon the exercise of Warrants.

Adagio Medical Holdings, Inc. (the “Issuer”)

26051 Merit Circle, Suite 102, Laguna Hills, CA 92653

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

 

Perceptive Advisors LLC (“Perceptive Advisors”);

Joseph Edelman (“Mr. Edelman”);

Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”); and

C2 Life Sciences LLC (“C2”).

The address of the principal business office of each of the Reporting Persons is:

 

51 Astor Place, 10th Floor

New York, NY 10003

Perceptive Advisors is a Delaware limited liability company

Mr. Edelman is a United States citizen

The Master Fund is a Cayman Islands corporation

C2 is a Delaware limited liability company

Common Stock, par value $0.0001 per share

00534B 100

Not applicable.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G.

 

The Master Fund is the holder of record of (i) 8,808,267 shares of Common Stock, (ii) 803,250 shares of Common Stock that will only vest if, prior to the tenth anniversary of the closing of the business combination by and among the Issuer, ARYA Sciences Acquisition Corp IV, Aja Merger Sub 1, Aja Merger Sub 2, Inc. and Adagio Medical, Inc. (the “Earn-Out Period”), the share price of the Common Stock equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period and shall automatically be forfeited and cancelled if the foregoing vesting condition is not fulfilled within the Earn-Out Period (such shares of Common Stock, the “Earn-Out Shares”), and (iii) 5,445,069 warrants (the “Warrants”) exercisable for 5,445,069 shares of Common Stock.  Perceptive Advisors serves as the investment manager to the Master Fund and C2 and Mr. Edelman is the managing member of Perceptive Advisors.  Accordingly, Perceptive Advisors and Mr. Edelman have voting and investment discretion with respect to, and may be deemed to beneficially own, the shares of Common Stock, Earn-Out Shares and Warrants held of record by the Master Fund.  Perceptive Advisors does not directly hold any shares of Common Stock, Earn-Out Shares or Warrants.  C2 is the holder of record of 135,065 shares of Common Stock and 65,837 Earn-Out Shares.  C2 became a holder of such securities in connection with a pro rata distribution for no consideration that ARYA Sciences Holdings IV effectuated on September 27, 2024.

The filing of this statement shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any of the reported securities (other than securities reported as directly held by such Reporting Person).

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Not applicable.

Not applicable.

 

Not applicable.

Not applicable.

 

Exhibit 1: Joint Filing Agreement

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.