Item 5.03 Amendments to Articles of Incorporation or Bylaws.

Amendment and Restatement of Certificate of Incorporation

On August 10, 2021, Adagio Therapeutics, Inc. (the "Company") filed an Amended and Restated Certificate of Incorporation, or the Restated Certificate, with the Secretary of State of the State of Delaware in connection with the closing of the Company's initial public offering of its common stock (the "IPO"). The Company's board of directors and stockholders previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective as of August 10, 2021, the Company adopted Amended and Restated Bylaws, or the Restated Bylaws, in connection with the closing of the IPO. The Company's board of directors and stockholders previously approved the Restated Bylaws to be effective upon the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Please see the description of the Restated Certificate and the Restated Bylaws in the section titled "Description of Capital Stock" in the final prospectus the Company filed with the U.S. Securities and Exchange Commission on August 6, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-257975).

Item 9.01 Financial Statements and Exhibits.





                                  (d)   Exhibits




Exhibit
  No.        Description

3.1            Amended and Restated Certificate of Incorporation of the Registrant.

3.2            Amended and Restated Bylaws of the Registrant.

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