Adia Med sells 30% of Adia Labs LLC to Live Oak Health for $1.5M; keeps 70% economics but gives 50% voting power

Adia Nutrition, Inc.

Adia Med sold 30 of 100 units in Adia Labs LLC (30%) to Live Oak Health LLC d/b/a QCM Biologics at $50,000 per unit, or $1,500,000 total, closing September 30, 2026.
$1,000,000 was paid in cash; $500,000 via a promissory note at 7% interest with $2,916.67 monthly interest-only payments for 48 months, balloon due September 30, 2030, secured by the units.
Buyer has an option through September 30, 2028 to buy 10 more units at $50,000 each ($500,000 total); full exercise would leave Adia Med with 60% economic ownership.
Despite 70/30 economic ownership, Adia Med and Live Oak each hold 50% of voting power on member matters; Adia Labs LLC will have two managers, one appointed by each member.
The pact includes a first right of refusal for Adia Labs LLC, quarterly distributions of 90% of cash after expenses with a 10% reserve, and Florida governing law.

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