{"schema_version":"secwatch.filing_event.v1","accession":"0001683168-26-007632","form_type":"8-K","ticker":"ADIA","cik":"0001160420","company_name":"Adia Nutrition, Inc.","filed_at":"2026-10-05T23:16:34+00:00","discovered_at":"2026-10-06T10:05:00.284538+00:00","generated_at":"2026-10-12T16:38:59.605652+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Adia Med sells 30% of Adia Labs LLC to Live Oak Health for $1.5M; keeps 70% economics but gives 50% voting power","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-007632","json":"https://secwatch.observer/filing/0001683168-26-007632.json","markdown":"https://secwatch.observer/filing/0001683168-26-007632.md","text":"https://secwatch.observer/filing/0001683168-26-007632.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1160420/000168316826007632/0001683168-26-007632-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1160420/000168316826007632/adia_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T16:38:59.605652+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}