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