secwatch.observer — SEC 8-K summary
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Issuer:     Adia Nutrition, Inc. (ADIA)
CIK:        0001160420
Form:       8-K
Filed at:   2026-10-05T23:16:34+00:00
Accession:  0001683168-26-007632
Event type: m_and_a
Sentiment:  neutral
Materiality: 0.65
Item codes: 1.01, 2.01, 9.01
LLM model:  deepseek-v4.1-flash:cloud@v2

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

Source:
  EDGAR index:    https://www.sec.gov/Archives/edgar/data/1160420/000168316826007632/0001683168-26-007632-index.htm
  Primary doc:    https://www.sec.gov/Archives/edgar/data/1160420/000168316826007632/adia_8k.htm
  HTML page:      https://secwatch.observer/filing/0001683168-26-007632

License: Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer