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Adagio Medical to list on Nasdaq through business combination with ARYA Sciences Acquisition Corp IV

Press releases may be edited for formatting or style | February 19, 2024 Business Affairs
LAGUNA HILLS, Calif., February 14, 2024 /PRNewswire/ -- Adagio Medical, Inc. (“Adagio Medical”), a leading innovator in catheter ablation technologies for treatment of cardiac arrhythmias, and ARYA Sciences Acquisition Corp IV (Nasdaq: ARYD) (“ARYA”), a special purpose acquisition company that is sponsored by an affiliate of Perceptive Advisors, LLC (“Perceptive Advisors”), today announced they have entered a definitive agreement (the “business combination agreement”) for a business combination (the “transaction”). Upon closing of the transaction, Adagio Medical will become a subsidiary of Aja Holdco, Inc. (the “Combined Company”), which will operate with the existing Adagio Medical management team under the name “Adagio Medical, Inc.” The Combined Company’s common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “ADGM”.

Investors have committed to participate in the transaction in the form of $20 million in convertible debt (which includes bridge financing for the period between signing and closing) and $22 million in equity financing (which includes the non-redemption of cash in ARYA’s trust account). Investors in the financing include affiliates of Perceptive Advisors, RA Capital Management (“RA Capital”), RTW Investments and ATW Partners.

“The business combination agreement and Adagio Medical’s evolution to a public company is a natural next step in our relationship with Perceptive Advisors and other investor groups who have long supported Adagio Medical’s innovations aimed to improve the efficacy of cardiac ablations,” said Olav Bergheim, President and Chief Executive Officer of Adagio Medical. “We are expanding the clinical trials program for Adagio Medical’s proprietary ultra-low temperature cryo (“ULTC”) and pulsed field cryoablation (“PFCA”) technologies, with some of the pivotal data and new product launches expected in the first half of 2024. The business combination and related financings with ARYA will ensure that the company has sufficient capital to support its European commercialization of Adagio Medical’s ULTC system for treatment of ventricular tachycardias (“VT”) and initiation of the US Pivotal VT IDE trial and to further advance our worldwide ULTC and PFCA clinical programs for atrial fibrillation.”

“When Arya IV was formed, our objective was to identify a company with the potential to successfully address a significant, unmet need and to advance the treatment of patients,” said Adam Stone, Chief Investment Officer of Perceptive Advisors and Chief Executive Officer of ARYA. “In Adagio Medical, we’ve come to believe that the company’s innovative cardiac ablation technology, thoughtful commercialization strategy, and experienced leadership team make it an exceptional fit to meet our objectives.”

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