Adia Med, Inc 8-K, filed Oct 6, 2026
Adia Med, Inc. (ADIA)
About this 8-K
Adia Med, Inc filed this 8-K on October 6, 2026, reporting on events of September 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number, including area code)
Adia Nutrition, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On September 30, 2026, Adia Med, Inc. (the “Company”), Adia Labs LLC, a Florida limited liability company and subsidiary of the Company (the “Labs Company”), and Live Oak Health LLC, a Florida limited liability company doing business as QCM Biologics (“Buyer”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”). David Konn is the sole member and manager of Buyer. Buyer is not, to the Company’s knowledge, an affiliate of the Company.
Under the Purchase Agreement, the Company agreed to sell, and Buyer agreed to purchase, 30 units of membership interest in the Labs Company (the “Purchased Units”), representing 30% of the 100 units issued and outstanding, at $50,000 per unit, or $1,500,000 in the aggregate. The purchase price is payable $1,000,000 in cash by wire transfer of immediately available funds, and $500,000 by delivery of a promissory note (the “Note”). The Purchased Units are to be transferred free and clear of liens other than a first-priority pledge of the Purchased Units securing the Note.
Closing is the date the Company receives the $1,000,000 wire, and was required to occur not later than September 30, 2026, unless the parties agreed in writing to another date.
The Note is in the original principal amount of $500,000, bears interest at 7% per annum on unpaid principal, calculated on a 30/360 basis, and provides for interest-only monthly payments of $2,916.67 for 48 months. The first payment is due 30 days after closing. The entire unpaid principal of $500,000, plus accrued and unpaid interest, is due 48 months after the closing date. The Note may be prepaid in whole or in part at any time without penalty. After notice and a 10-day cure period, the default rate is 12% per annum. A late charge of 5% applies to any payment more than 10 days late. The Note is secured by a first-priority pledge of the Purchased Units until paid in full. Default under the Note or the pledge is a default under the Purchase Agreement. After the applicable cure period, the Company may accelerate the Note, enforce the pledge, and exercise other lawful remedies.
The Company also granted Buyer an option (the “Option”) to purchase up to 10 additional units at $50,000 per unit, or $500,000 if exercised in full. The Option may be exercised in whole units, in one or more exercises, at any time after closing until 5:00pm Eastern Time on September 30, 2028 (at which point the Option expire). The Option is personal to Buyer and may not be assigned without the Company’s prior written consent, except to an affiliate wholly owned by Mr. Konn. The Option adjusts only for a unit split or recapitalization that does not change relative ownership. Except for the Purchased Units and the Option Units, the Company is not obligated to sell Buyer any other interest in the Labs Company. If the Option is exercised in full and no other units are issued or transferred, the Company would own 60 units (60%) and Buyer would own 40 units (40%).
Economic ownership follows units. Voting power does not. Effective at closing, and from the first day Buyer purchases the Purchased Units, the Company and Buyer each have 50% of the voting power on all member matters, even though the Company owns 70% of the units and Buyer owns 30%. Equal voting continues if Buyer later purchases any or all of the Option units. Equal voting applies to member votes, consents, and approvals under the operating agreement and Florida law, including amendment of the operating agreement, issuance or repurchase of units, admission of new members, sale, merger, or dissolution, the annual budget and material debt, appointment or removal of managers, related-party transactions, and distributions other than tax distributions required by the operating agreement. Equal voting does not change distributions, profit and loss allocations, or sale proceeds, which follow units, except for tax distributions required by the operating agreement.
At closing the Labs Company is to have two managers, one appointed by the Company and one appointed by Buyer. Ordinary-course operations may be run by either manager within a written budget approved by both members. The matters subject to equal voting require approval of both members, or of both managers if the operating agreement so provides. If the members or their managers are deadlocked for 15 days after written notice, they must confer in good faith and then mediate in Seminole County, Florida. If mediation fails within 30 days, either member may pursue the remedies in the operating agreement, including a buy-sell. Neither member may dissolve the Labs Company solely because of deadlock without a court order or a written agreement. Day-to-day clinical and manufacturing operations already in process continue during a deadlock if they stay inside the last approved budget.
| 2 |
If the Company, Buyer, or any later member receives a bona fide written offer from a third party for any units and desires to accept it, the selling member must first offer the units to the Labs Company. The Labs Company has a first right of refusal to purchase all, but not less than all, of the offered units on the same material terms, exercisable within 30 days. Transfers to affiliates expressly permitted under the Purchase Agreement or the operating agreement are excluded if the transferee remains bound. A transfer that does not comply is void.
The Labs Company is to review profits and available cash after expenses at the end of each calendar quarter. After ordinary operating expenses, taxes then due, and any required tax distributions, the Labs Company is to withhold 10% of the remaining amount as a reserve for working capital and other company needs, and distribute the other 90% to the members in proportion to their units within 30 days after quarter-end.
The Company may use the $1,000,000 cash proceeds for Labs Company or Company corporate purposes determined by the Company’s board of directors. The Company may disclose the Purchase Agreement as required by the Securities Exchange Act of 1934, OTC Markets rules, and GAAP related-party rules. The Purchase Agreement states that nothing in it is a representation that any product is approved by the U.S. Food and Drug Administration, that any clinical study proves safety or efficacy, or that any product will be reimbursed by insurance. The Purchased Units and option units are restricted membership interests and are not registered under the Securities Act of 1933. The Purchase Agreement is governed by Florida law, except that Nevada law governs the Company’s internal corporate affairs. Venue lies in the state courts of Seminole County, Florida, or the United States District Court for the Middle District of Florida.
The foregoing description of the Purchase Agreement, the Note, and the pledge does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, including the form of Note attached as Exhibit B and the form of pledge agreement attached as Exhibit C, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
On September 30, 2026, the Company completed the sale of the Purchased Units to Buyer on the terms described in Item 1.01. After closing, the Company owns 70 of the 100 issued units of the Labs Company, representing 70% of the economic interest, and Buyer owns 30 units, representing 30% of the economic interest. Each of the Company and Buyer holds 50% of the voting power. The Company’s common stock will continue to trade on the OTC Markets under the ticker symbol “ADIA.” The sale does not affect outstanding certificates for shares of the Company’s common stock.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 10.1 | Membership Interest Purchase Agreement, dated September 30, 2026, by and among Adia Med, Inc., Adia Labs LLC, and Live Oak Health LLC, d/b/a QCM Biologics, including the form of Promissory Note (Exhibit B) and the form of Pledge Agreement (Exhibit C). |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
| 3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 5, 2026
|
ADIA MED, INC.
/s/ Larry Powalisz Name: Larry Powalisz Title: Chief Executive Officer
/s/ Rebecca Miller Name: Rebecca Miller Title: Chief Financial Officer |
| 4 |
Exhibit 10.1
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of September 30, 2026 (the “Effective Date”), by and among:
Adia Med, Inc., a Nevada corporation (“Parent”); Adia Labs LLC, a Florida limited liability company (the “Company”); and Live Oak Health LLC, d/b/a QCM Biologics, a Florida limited liability company (“Buyer”).
Parent, the Company, and Buyer are each a “Party” and together the “Parties.”
RECITALS
A. The Company is authorized for and has issued one hundred (100) units of membership interest (each a “Unit”). Parent owns the Units being sold under this Agreement.
B. Buyer wishes to purchase thirty (30) Units (the “Purchased Units”) at Fifty Thousand and 00/100 Dollars ($50,000.00) per Unit, for a total purchase price of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), equal to a thirty percent (30%) membership interest.
C. Buyer also wishes to receive a two-year option to purchase ten (10) additional Units at the same price of $50,000.00 per Unit. After full exercise of that option, Buyer would own forty (40) Units (40%) and Parent would own sixty (60) Units (60%).
D. The Parties agree that, effective as of the Closing Date and from the first day Buyer purchases the Purchased Units, Buyer and Parent shall have equal voting rights in the Company, with each holding fifty percent (50%) of the voting power on all member matters, even though Parent holds seventy percent (70%) of the Units and Buyer holds thirty percent (30%) of the Units.
E. The Parties agree as follows.
ARTICLE 1 PURCHASE AND SALE
1.1 Sale of Units
On the Closing Date, Parent shall sell, assign, and transfer to Buyer, and Buyer shall purchase from Parent, thirty (30) Units of the Company (the “Purchased Units”), free and clear of all liens except the pledge securing the Note.
1.2 Price
The purchase price is $50,000.00 per Purchased Unit, totaling $1,500,000.00 (the “Purchase Price”).
| 1 |
1.3 Capitalization
The Company has 100 issued Units at Closing. The Purchased Units are a 30% membership interest. Effective as of the Closing Date and from the first day Buyer purchases the Purchased Units, economic ownership and voting power shall be as follows:
| Member | Units | Economic Ownership | Voting Power |
| Adia Med, Inc. | 70 | 70% | 50% |
| Live Oak Health LLC | 30 | 30% | 50% |
| Total | 100 | 100% | 100% |
ARTICLE 2 PAYMENT
2.1 Cash
Buyer shall pay One Million and 00/100 Dollars ($1,000,000.00) by wire transfer of immediately available U.S. funds to the account Parent designates in writing. The wire must be received on or before September 30, 2026.
2.2 Note
At Closing, Buyer shall deliver a promissory note in the original principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) payable to Parent, in the form of Exhibit B (the “Note”).
2.3 Note Terms
The Note shall provide:
| • | Principal: $500,000.00. |
| • | Interest: seven percent (7%) per annum on unpaid principal. |
| • | Payments for the first twenty-four (24) months: interest only, in monthly installments of Two Thousand Nine Hundred Sixteen and 67/100 Dollars ($2,916.67). |
| • | First interest payment due thirty (30) days after the Closing Date. |
| • | Balloon: the entire unpaid principal of $500,000.00, plus accrued and unpaid interest and any other amounts owing, is due and payable in full forty-eight (48) months after the Closing Date. |
| • | Prepayment: permitted in whole or in part at any time without penalty. |
| • | Default rate: twelve percent (12%) per annum after notice and a ten (10) day cure period. |
| • | Late charge: five percent (5%) of any payment more than ten (10) days late. |
2.4 Security
At Closing, Buyer shall pledge the Purchased Units to Parent under a pledge agreement in the form of Exhibit C. Parent’s security interest shall be a first-priority lien until the Note is paid in full.
| 2 |
2.5 No Transfer Before Payment
No Purchased Units transfer until Parent has received the $1,000,000.00 wire and the signed Note, pledge, and joinder.
ARTICLE 3 OPTION FOR TEN ADDITIONAL UNITS
3.1 Grant
Parent hereby grants Buyer an option (the “Option”) to purchase ten (10) additional Units of the Company (the “Option Units”) at $50,000.00 per Unit, for a total Option exercise price of Five Hundred Thousand and 00/100 Dollars ($500,000.00) if exercised in full.
3.2 Term
The Option may be exercised at any time after Closing until 5:00 p.m. Eastern Time on the date that is two (2) years after the Closing Date (the “Option Expiration Date”). If Closing occurs on September 30, 2026, the Option Expiration Date is September 30, 2028. The Option expires automatically if not exercised by that date and time.
3.3 Exercise
Buyer may exercise the Option at any time after Closing by delivering to Parent:
(a) written notice stating that Buyer is exercising the Option in full or in part (whole Units only); and
(b) immediately available funds equal to $50,000.00 multiplied by the number of Option Units being purchased. Partial exercise is allowed in whole Units. The Option may be exercised more than once, up to ten (10) Units in the aggregate.
3.4 Closing of Option Units
Within ten (10) business days after a valid exercise, Parent shall assign the Option Units to Buyer, and Buyer shall execute a joinder to the operating agreement. Option Units shall be subject to the same operating-agreement restrictions as the Purchased Units.
3.5 Ownership if Option Is Fully Exercised
If Buyer purchases all ten (10) Option Units and no other Units are issued or transferred:
| Member | Units | Economic Ownership | Voting Power |
| Adia Med, Inc. | 60 | 60% | 50% |
| Live Oak Health LLC | 40 | 40% | 50% |
| Total | 100 | 100% | 100% |
3.6 Transfer of the Option
The Option is personal to Buyer. Buyer may not assign the Option without Parent’s prior written consent, except to an affiliate wholly owned by Konn.
| 3 |
3.7 Anti Dilution for Unit Splits Only
If the Company splits Units or recapitalizes Units without changing relative ownership, the number of Option Units and the $50,000.00 price shall be adjusted proportionally so Buyer can still acquire the same economic percentage the ten (10) Units represented at Closing. No adjustment is required for later arm’s-length issuances, except as the operating agreement already provides.
3.8 No Obligation to Sell More
Except for the Purchased Units and the Option Units, Parent is not obligated to sell Buyer any other interest in the Company.
ARTICLE 3A VOTING RIGHTS
3A.1 Equal Voting Despite Economic Ownership
The Parties agree that economic ownership follows Units, but voting power does not. Effective as of the Closing Date and from the first day Buyer purchases the Purchased Units, Parent and Buyer shall have equal voting rights in the Company.
(a) Beginning on the Closing Date, immediately upon Buyer’s purchase of the Purchased Units, each of Parent and Buyer shall have fifty percent (50%) of the voting power of all outstanding Units on every matter submitted to the members, even though Parent may own seventy percent (70%) of the Units and Buyer thirty percent (30%).
(b) If Buyer later purchases any or all Option Units, Parent and Buyer shall continue to have equal voting rights in the Company, with each holding fifty percent (50%) of the voting power of all outstanding Units, regardless of their respective economic ownership percentages.
3A.2 Scope
Equal voting under Section 3A.1 applies from the Closing Date and from the first day Buyer purchases the Purchased Units, and applies to all member votes, consents, and approvals under the operating agreement and Florida law, including:
| • | amendment of the operating agreement; |
| • | issuance or repurchase of Units; |
| • | admission of new members; |
| • | sale, merger, or dissolution of the Company; |
| • | annual budget and material debt; |
| • | appointment or removal of managers; |
| • | related-party transactions; and |
| • | distributions other than tax distributions required by the operating agreement. |
3A.3 Managers
Upon execution of this Agreement and the Closing, and effective from the first day Buyer purchases the Purchased Units, the Company shall have two managers: one appointed by Parent and one appointed by Buyer. Ordinary-course operations may be run by either manager within a written budget approved by both members. Matters listed in Section 3A.2 require approval of both members (or both managers, if the operating agreement so provides).
| 4 |
3A.4 Deadlock
If Parent and Buyer (or their managers) are deadlocked for fifteen (15) days after written notice of the dispute:
(a) the members shall confer in good faith within ten (10) days;
(b) if still unresolved, they shall mediate in Seminole County, Florida, with a mediator experienced in closely held companies;
(c) if mediation fails within thirty (30) days, either member may pursue the remedies in the operating agreement, including a buy-sell, but neither member may dissolve the Company solely because of the deadlock without a court order or a written agreement.
Day-to-day clinical and manufacturing operations already in process shall continue during deadlock so long as they stay inside the last approved budget.
3A.5 Operating Agreement Controls Only if Consistent
At Closing, Parent and Buyer shall sign an amendment to the Company operating agreement that restates Article 3A and gives Buyer equal voting rights with Parent from the Closing Date and from the first day Buyer purchases the Purchased Units. If the operating agreement conflicts with Article 3A, this Article 3A controls as between Parent and Buyer until the amendment is signed.
3A.6 No Extra Economics
Equal voting does not change distributions, profit and loss allocations, or sale proceeds. Those follow Units (30/70, then 40/60 if the Option is fully exercised), except as the operating agreement already requires for tax distributions. Distributions of available cash shall be made as provided in Section 6.5.
3A.7 First Right of Refusal in Favor of Adia Labs LLC
If Parent, Buyer, or any later member receives a bona fide written offer from a third party to purchase, acquire, or otherwise receive any Units or other membership interests in the Company, and the selling member desires to accept that offer, the selling member shall first deliver written notice to Adia Labs LLC describing the offered Units, proposed price, payment terms, identity of the proposed transferee, and all other material terms of the offer.
Adia Labs LLC shall have a first right of refusal to purchase all, but not less than all, of the offered Units on the same material terms stated in the notice. The Company may exercise this right by written notice to the selling member within thirty (30) days after receiving the transfer notice.
If the Company timely exercises the right, the closing shall occur within fifteen (15) business days after the exercise notice, unless the third-party offer provides a later closing date.
If the Company does not timely exercise the right, the selling member may complete the proposed transfer to the named third party on terms no more favorable to the third party than those stated in the notice, provided that closing occurs within ninety (90) days after expiration of the Company’s exercise period and the transferee agrees in writing to be bound by the Company operating agreement and this Agreement.
Any transfer attempted without complying with this Section is void and of no effect. This Section does not apply to transfers to affiliates that are expressly permitted under this Agreement or the operating agreement, provided the transferee remains bound by this Agreement and the operating agreement.
| 5 |
ARTICLE 4 CLOSING
4.1 Closing Date
Closing shall occur on the date Parent receives the $1,000,000.00 wire, but not later than September 30, 2026 (the “Closing Date”), unless the Parties agree in writing to another date.
4.2 Buyer’s Deliveries
(a) $1,000,000.00 wire;
(b) signed Note (Exhibit B);
(c) signed pledge (Exhibit C);
(d) signed joinder to the Company operating agreement;
(e) good-standing certificate and operating agreement of Buyer.
4.3 Seller’s Deliveries
(a) Unit assignment for the Purchased Units;
(b) updated Company cap table showing 100 issued Units;
(c) amendment or written consent under the operating agreement admitting Buyer as a 30% member and confirming Buyer’s equal voting rights with Parent from the Closing Date and from the first day Buyer purchases the Purchased Units;
(d) Parent board consent authorizing this Agreement;
(e) operating-agreement amendment implementing Article 3A at Closing, which may be rewritten at any time after Closing to memorialize, restate, or further implement the terms of this Agreement, provided that any rewritten operating agreement remains consistent with this Agreement unless Parent and Buyer agree otherwise in writing.
4.4 Failure to Wire
If the $1,000,000.00 is not received by September 30, 2026, Parent may terminate this Agreement by written notice. Upon termination, no Party has further obligation except confidentiality and any accrued liability for knowing misrepresentation.
ARTICLE 5 REPRESENTATIONS
5.1 Parent and Company Representations
Parent and the Company represent that:
(a) Parent is a Nevada corporation in good standing. The Company is a Florida limited liability company in good standing.
| 6 |
(b) The Company has 100 issued Units. Parent has authority to sell the Purchased Units and to grant the Option.
(c) The Purchased Units will be transferred free of liens other than the pledge in Exhibit C.
(d) This Agreement has been authorized by Parent’s board of directors.
(e) The Company has delivered to Buyer the current operating agreement and the Company’s most recent available financial information.
(f) Nothing in this Agreement is a representation that any product is FDA-approved, that any clinical study proves safety or efficacy, or that any product will be reimbursed by insurance.
5.2 Buyer Representations
Buyer represents that:
(a) Buyer is duly formed and in good standing. Konn has authority to bind Buyer.
(b) Buyer is acquiring the Purchased Units and the Option for investment, for its own account, and not with a view to a public distribution in violation of securities laws.
(c) Buyer can bear the economic risk of the Units and the Note.
(d) Buyer has had the opportunity to ask questions and to consult its own counsel and accountants.
(e) The Purchased Units and Option Units are restricted membership interests and are not registered under the Securities Act of 1933.
ARTICLE 6 COVENANTS
6.1 Operating Agreement
Buyer shall be admitted as a member on the terms of the Company’s operating agreement, as amended at Closing to reflect the 30 Purchased Units, Buyer’s equal voting rights with Parent from the Closing Date and from the first day Buyer purchases the Purchased Units, and the first right of refusal in favor of Adia Labs LLC.
6.2 Public Company Disclosure
Parent may disclose this Agreement as required by the Securities Exchange Act of 1934, OTC Markets rules, and GAAP related-party rules.
6.3 Use of Cash
Parent may use the $1,000,000.00 for Company or Parent corporate purposes determined by Parent’s board.
6.4 Voting Implementation
Parent and Buyer shall take all actions reasonably required to implement Article 3A from the Closing Date and from the first day Buyer purchases the Purchased Units, including manager appointments and operating-agreement amendments.
| 7 |
6.5 Quarterly Distributions and 10 Percent Reserve
The Company shall review profits and available cash after expenses at the end of each calendar quarter. After paying ordinary operating expenses, taxes then due, and any required tax distributions, the Company shall withhold ten percent (10%) of the remaining amount as a reserve. The Company shall distribute the other ninety percent (90%) to the members in proportion to their Units within thirty (30) days after quarter-end. The 10% reserve stays in the Company for working capital and other Company needs.
ARTICLE 7 DEFAULT
7.1 Note Default
Default under the Note or pledge is a default under this Agreement. After the cure period in the Note, Parent may accelerate the Note, foreclose the pledged Units, and exercise any other lawful remedy.
7.2 Other Default
If a Party materially breaches this Agreement and fails to cure within fifteen (15) days after written notice, the non-breaching Party may pursue damages and specific performance.
ARTICLE 8 MISCELLANEOUS
8.1 Entire Agreement
This Agreement, including Exhibits A–C, is the entire agreement on this subject and supersedes prior term sheets and summaries, including any Live Oak Health funding summary.
8.2 Amendments
Amendments must be in a writing signed by Parent and Buyer.
8.3 Governing Law and Venue
Florida law governs this Agreement and the Note. Venue lies in the state courts of Seminole County, Florida, or the U.S. District Court for the Middle District of Florida, except that Nevada law governs Parent’s internal corporate affairs.
8.7 No Third Party Beneficiaries
Except Parent, Company and Buyer, no third party has rights under this Agreement.
| 8 |
SIGNATURES
ADIA MED, INC.
By: /s/ Larry A. Powalisz
Name: Larry A. Powalisz
Title: Chief Executive Officer
Date: September 30, 2026
Address: 1561 W. Fairbanks Avenue, Suite 205, Winter Park, FL 32789
Email: ceo@adiamed.com
ADIA LABS LLC
By: Adia Med, Inc., Managing Member
By: /s/ Larry A. Powalisz
Name: Larry A. Powalisz
Title: Manager / CEO of Managing Member
Date: September 30, 2026
LIVE OAK HEALTH LLC d/b/a QCM Biologics
By: /s/ David Konn
Name: David Konn
Title: Sole Member / Manager
Date: September 30, 2026
Address: 101 Plaza Real S., Unit G, Boca Raton, FL 33432
Email: DCK@QCMedicine.com
| 9 |
EXHIBIT A CAP TABLE AT CLOSING
Issued Units: 100
At Closing
| Member | Units | Economic Ownership | Voting Power |
| Adia Med, Inc. | 70 | 70% | 50% |
| Live Oak Health LLC | 30 | 30% | 50% |
| Total | 100 | 100% | 100% |
If the Option Is Later Exercised in Full
| Member | Units | Economic Ownership | Voting Power |
| Adia Med, Inc. | 60 | 60% | 50% |
| Live Oak Health LLC | 40 | 40% | 50% |
| Total | 100 | 100% | 100% |
| /s/ Larry A. Powalisz | /s/ David Konn |
| 10 |
EXHIBIT B
PROMISSORY NOTE
Principal: $500,000.00
Date: September 30, 2026
Maturity Date: September 30, 2030 (forty-eight (48) months after the Date of this Note).
1. Promise to Pay
For value received, Live Oak Health LLC, d/b/a QCM Biologics (“Maker”), promises to pay to Adia Med, Inc., a Nevada corporation (“Holder”), the principal sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00), plus interest as provided in this Note.
2. Interest
Unpaid principal bears interest at seven percent (7%) per annum, calculated on a 30/360 basis.
3. Payments of Interest Only
For the first twenty-four (24) months, Maker shall pay interest only in monthly installments of Two Thousand Nine Hundred Sixteen and 67/100 Dollars ($2,916.67). The first payment is due thirty (30) days after the Date of this Note. Later payments are due on the same day of each month.
4. Balloon
On the Maturity Date, Maker shall pay in full the entire unpaid principal of $500,000.00, plus all accrued and unpaid interest and any other amounts owing under this Note.
5. Prepayment
Maker may prepay principal in whole or in part at any time without penalty. Partial prepayment does not excuse later scheduled interest payments on the remaining principal.
6. Place of Payment
Payments shall be made in immediately available U.S. funds by wire to the account Holder designates in writing.
7. Security
This Note is secured by a first-priority pledge of thirty (30) Units of membership interest in Adia Labs LLC, each representing a one percent (1%) membership interest at Closing, under the Pledge Agreement of even date between Maker and Holder (the “Pledge”). The Pledge is a separate signed instrument.
| 11 |
8. Default
Any of the following is a default:
(a) failure to pay any amount when due, if not cured within ten (10) days after written notice;
(b) failure to perform any other obligation under this Note or the Pledge, if not cured within fifteen (15) days after written notice;
(c) Maker’s bankruptcy, assignment for creditors, or the appointment of a receiver;
(d) a transfer of the pledged units in violation of the Pledge.
9. Remedies
After default and the applicable cure period, Holder may:
(a) declare the entire unpaid principal, accrued interest, and other amounts immediately due;
(b) charge interest after default at twelve percent (12%) per annum;
(c) impose a late charge of five percent (5%) of any payment more than ten (10) days late;
(d) enforce the Pledge; and
(e) use any other remedy available at law or in equity.
10. No Transfer of This Note by Maker
Maker may not transfer its obligations under this Note without Holder’s prior written consent.
11. Waivers
Maker waives presentment, demand, protest, and notice of dishonor, except notices this Note expressly requires.
12. Costs
If Holder hires counsel to collect this Note after default, Maker shall pay Holder’s reasonable attorneys’ fees and collection costs.
13. Purchase Agreement
This Note is part of the purchase price under the Membership Interest Purchase Agreement dated September 30, 2026, among Adia Med, Inc., Adia Labs LLC, and Maker (the “Purchase Agreement”). If this Note conflicts with the Purchase Agreement on payment terms, this Note controls.
| 12 |
14. Governing Law and Venue
Florida law governs. Venue lies in the state courts of Seminole County, Florida, or the U.S. District Court for the Middle District of Florida.
15. Notices
Notices shall be in writing and delivered by hand, overnight courier, or email with confirmation to the addresses below, or to any later address a party gives in writing.
16. Entire Note
This Note is the entire agreement on this debt. It may be amended only by a writing signed by Maker and Holder.
17. Counterparts
This Note may be signed in counterparts, including electronic signature. Each counterpart is an original.
| 13 |
MAKER LIVE OAK HEALTH LLC d/b/a QCM Biologics
By: /s/ David Konn
Name: David Konn
Title: Sole Member / Manager
Date: September 30, 2026
Address: 101 Plaza Real S., Unit G, Boca Raton, FL 33432
Email: DCK@QCMedicine.com
HOLDER ADIA MED, INC.
By: /s/ Larry A. Powalisz
Name: Larry A. Powalisz
Title: Chief Executive Officer
Date: September 30, 2026
Address: 1561 W. Fairbanks Avenue, Suite 205, Winter Park, FL 32789
Email: ceo@adiamed.com
| 14 |
EXHIBIT C
PLEDGE AGREEMENT
This Pledge Agreement (this “Pledge”) is entered into as of September 30, 2026, by Live Oak Health LLC, d/b/a QCM Biologics (“Pledgor”), in favor of Adia Med, Inc., a Nevada corporation (“Secured Party”).
1. Debt Secured
This Pledge secures payment and performance of:
(a) the Promissory Note of even date made by Pledgor payable to Secured Party in the original principal amount of $500,000.00 (the “Note”); and
(b) all renewals and extensions of the Note (together, the “Obligations”).
2. Collateral
Pledgor pledges, assigns, and grants to Secured Party a first-priority security interest in:
(a) thirty (30) Units of membership interest in Adia Labs LLC, each representing a one percent (1%) membership interest at Closing, for an aggregate thirty percent (30%) membership interest (the “Pledged Units”);
(b) all distributions, replacements, and proceeds of the Pledged Units; and
(c) all records evidencing the Pledged Units (collectively, the “Collateral”).
3. Perfection
Pledgor shall, on request:
(a) deliver any unit certificate for the Pledged Units, endorsed in blank or with a signed assignment;
(b) sign a unit power;
(c) consent to a notation of this Pledge on the books of Adia Labs LLC; and
(d) sign a UCC-1 financing statement covering the Pledged Units.
4. Voting and Distributions Before Default
Until an uncured default under the Note or this Pledge:
(a) Pledgor may vote the Pledged Units as the Purchase Agreement and the Adia Labs LLC operating agreement allow; and
| 15 |
(b) cash distributions on the Pledged Units may be paid to Pledgor, unless Secured Party gives written notice that they be paid to Secured Party and applied to the Note.
5. Restrictions
Until the Obligations are paid in full, Pledgor shall not sell, transfer, or further encumber the Collateral without Secured Party’s prior written consent, except as the Purchase Agreement already allows.
6. Default and Remedies
If a default exists under the Note or this Pledge after the applicable cure period, Secured Party may:
(a) vote the Pledged Units;
(b) collect distributions;
(c) sell or retain the Pledged Units as the Florida Uniform Commercial Code and the operating agreement allow;
(d) apply proceeds to the Obligations; and
(e) use any other lawful remedy.
Secured Party shall give any notice the UCC requires before the sale of Collateral.
7. Release
When the Obligations are paid in full, Secured Party shall release this Pledge, return any certificates, and sign UCC terminations reasonably requested by Pledgor.
8. No Transfer by Pledgor
Pledgor may not assign this Pledge without Secured Party’s prior written consent.
9. Purchase Agreement
This Pledge is given in connection with the Membership Interest Purchase Agreement dated September 30, 2026, among Adia Med, Inc., Adia Labs LLC, and Pledgor (the “Purchase Agreement”). If this Pledge conflicts with the Purchase Agreement on the lien, this Pledge controls.
10. Governing Law and Venue
Florida law governs. Venue lies in the state courts of Seminole County, Florida, or the U.S. District Court for the Middle District of Florida.
| 16 |
11. Notices
Notices shall be in writing and delivered by hand, overnight courier, or email with confirmation to the addresses below, or to any later address a party gives in writing.
12. Entire Pledge
This Pledge is the entire agreement on the lien. It may be amended only by a writing signed by Pledgor and Secured Party.
13. Counterparts
This Pledge may be signed in counterparts, including electronic signature. Each counterpart is an original.
| 17 |
LEDGOR LIVE OAK HEALTH LLC d/b/a QCM Biologics
By: /s/ David Konn
Name: David Konn
Title: Sole Member / Manager
Date: September 30, 2026
Address: 101 Plaza Real S., Unit G, Boca Raton, FL 33432
Email: DCK@QCMedicine.com
SECURED PARTY ADIA MED, INC.
By: /s/ Larry A. Powalisz
Name: Larry A. Powalisz
Title: Chief Executive Officer
Date: September 30, 2026
Address: 1561 W. Fairbanks Avenue, Suite 205, Winter Park, FL 32789
Email: ceo@adiamed.com
| 18 |