What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-05-13 compared with 2021-11-15 · 58 added, 15 removed, 5 unchanged (94% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

(a) Recent Sales of Unregistered Equity Securities

Common Stock Issued Upon Conversion of Preferred Stock

On August 12, 2021, upon the closing of our IPO, all shares of our then-outstanding convertible preferred stock were converted into 84,722,420 shares of common stock.

The issuance of such shares of common stock was exempt from registration under Section 3(a)(9) of the Securities Act.

(b) Use of Proceeds

Use of Proceeds

On August 5, 2021, our Registration Statement on Form S-1, as amended (File No.

333-257975), was declared effective in connection with our initial public offering, pursuant to which we sold an aggregate of 20,930,000 shares of our common stock, including the full exercise of the underwriters’

333-257975), was declared effective in connection with the IPO, pursuant to which we sold an aggregate of 20,930,000 shares of our common stock, including the full exercise of the underwriters’

option to purchase additional shares, at a price to the public of $17.00 per share.

1 unchanged sentence

LLC, Jefferies LLC, Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC acted as joint book-running managers.

The initial public offering closed on August 10, 2021.

The aggregate net proceeds received by the Company from the IPO were approximately $330.9 million, after deducting underwriting discounts and commissions of $24.9 million, but before deducting offering expenses payable by the Company, which were $3.4 million.

In connection with our initial public offering, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates or to our affiliates.

There has been no material change in the planned use of proceeds from our initial public offering as described in our prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on August 6, 2021.

Upon the closing of the IPO, all shares of the Company’s convertible preferred stock then outstanding converted into 84,722,420 shares of common stock (see Note 10).

Defaults Upon Senior Securities.

Not applicable.

Mine Safety Disclosures.

Not Applicable

The IPO closed on August 10, 2021.

The aggregate net proceeds received by the Company from the IPO were approximately $327.5 million, after deducting underwriting discounts and commissions of $24.9 million and offering expenses payable by the Company of $3.4 million.

In connection with the IPO, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates or to our affiliates.

There has been no material change in the planned use of proceeds from the IPO as described in our prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on August 6, 2021.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

(a) Total Number of Shares (or Units) Purchased

b) Average Price Paid per Share (or Unit)

(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

January 1, 2022 to January 31, 2022

February 1, 2022 to February 28, 2022

March 1, 2022 to March 31, 2022

(1) We repurchased 1,158,089 shares of our common stock that were previously issued upon the early exercise of employee stock options in connection with the exercise of our repurchase right upon cessation of employment of certain of our employees.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.

001-40703), filed with the Securities and Exchange Commission on August 10, 2021).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No.

001-40703), filed with the Securities and Exchange Commission on August 10, 2021).

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K (File No.

001-40703), filed with the Securities and Exchange Commission on March 31, 2022).

First Amendment to the Amended and Restated Employment Agreement of David Hering by and between the Registrant and David Hering, dated February 23, 2022 (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K (File No.

001-40703), filed with the Securities and Exchange Commission on March 31, 2022).

Employment Agreement by and between the Registrant and Jill Andersen, dated September 24, 2021 (incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K (File No.

001-40703), filed with the Securities and Exchange Commission on March 31, 2022).

First Amendment to the Amended and Restated Employment Agreement of Jane Pritchett Henderson by and between the Registrant and Jane Pritchett Henderson, dated March 18, 2022 (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (File No.

001-40703), filed with the Securities and Exchange Commission on March 31, 2022).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Filed herewith.

Indicates management contract or compensatory plan.

Furnished herewith and not “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

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 thereunto duly authorized.

Adagio Therapeutics, Inc.

/s/ David Hering, M.B.A.

David Hering, M.B.A.

Interim Chief Executive Officer and

Chief Operating Officer

(Principal Executive Officer)

/s/ Jane Pritchett Henderson

Jane Pritchett Henderson

Chief Financial Officer and

Chief Business Officer

(Principal Financial Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities