Adia Med sells 7% of Adia Labs LLC to CEO Larry Powalisz for $350,000 cash in related-party deal

Adia Nutrition, Inc.

Adia Med sold 7 of 100 units in subsidiary Adia Labs LLC to CEO Larry Powalisz for $350,000 cash, or $50,000 per unit, per the Oct 13, 2026 agreement.
The units carry a 7% membership interest and 7% of total voting power (one vote per unit of 100); operating agreement to be amended at closing.
Related-party terms: Powalisz buys as an individual; independent directors Monica Sher, M.D. and Richard Edwards, D.O. signed for Adia Med and must jointly approve in writing any use of the proceeds.
Powalisz has no unilateral authority to direct spending of the purchase price or to approve/execute amendments on the seller's behalf.
Closing needs full wire payment plus buyer joinder and updated cap table; deal terminates if not closed within 10 days of effectiveness. Live Oak Health (QCM Biologics) consented.

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