Adagio Medical Holdings Inc 2025年季度报告

FORM10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period endedJune 30, 2025 ADAGIO MEDICAL HOLDINGS,INC. (Exact Name of Registrant as Specified in Its Charter) (949)348-1188(Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ As of August11, 2025, there were15,381,565shares of common stock, $0.0001 par value, issued and outstanding. ADAGIO MEDICAL HOLDINGS,INC. FORM10-Q FOR THE QUARTER ENDED JUNE30, 2025TABLE OF CONTENTS PART I:FINANCIAL INFORMATION Item 1.Condensed Consolidated Financial Statements3Condensed Consolidated Balance Sheets as of June 30, 2025 (Successor) (Unaudited) andDecember 31, 2024 (Successor)3Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss forthe three and six months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor)4Unaudited Condensed Consolidated Statements of Convertible Preferred Stock andStockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 (Successor)and June 30, 2024 (Predecessor)5Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June30, 2025 (Successor) and June 30, 2024 (Predecessor)6Notes to Condensed Consolidated Financial Statements (Unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 3.Quantitative and Qualitative Disclosures about Market Risk68Item 4.Controls and Procedures69PART II - OTHER INFORMATIONItem 1.Legal Proceedings70Item 1A.Risk Factors70Item 2.Unregistered Sales of Equity Securities and Use of Proceeds71Item 3.Defaults Upon Senior Securities71Item 4.Mine Safety Disclosures72Item 5.Other Information72Item 6.Exhibits72SIGNATURES73 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry thatinvolve substantial risks and uncertainties. All statements other than statements of historical facts contained inthis Quarterly Report on Form 10-Q including statements regarding our future results of operations or financialcondition, business strategy and plans and objectives of management for future operations, are forward-lookingstatements. In some cases, you can identify forward-looking statements because they contain words such as“anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”“potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or othersimilar terms or expressions. These forward-looking statements include, but are not limited to, statementsconcerning the following: •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 expand our sales force across key markets 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;•our expectations regarding the scope of protection from intellectual property rights covering ourproducts; •developments or disputes concerning our inte