aibioAdia Med agrees to sell 30% of Adia Labs to QCM Biologics for $1,500,000
Tickers ADIA
The buyer, run by David Konn, pays $1,000,000 in cash and signs a $500,000 note at 7% interest, secured by a pledge of the units.
Key facts
- Company
- Adia Med, Inc. (OTC: ADIA)
- News type
- Mergers
- Primary source
- Adia Med, Inc. 8-K (2026-10-06)
Adia Med, Inc. agreed to sell 30 units of membership interest in its subsidiary, Adia Labs LLC, to Live Oak Health LLC, doing business as QCM Biologics. The agreement is dated September 30, 2026, and the company reported it in a Form 8-K filed October 6, 2026. The units represent 30% of the 100 units issued and outstanding, at $50,000 per unit, or $1,500,000 in aggregate.
The buyer is a Florida limited liability company whose sole member and manager is David Konn. The 8-K says the buyer is not, to the company's knowledge, an affiliate of the company.
The payment and the note
The purchase price is $1,000,000 in cash, wired in immediately available funds, and $500,000 by delivery of a promissory note. The purchased units transfer free and clear of liens other than a first-priority pledge securing the note. Closing is the date the company receives the $1,000,000 wire. The agreement required closing no later than September 30, 2026, unless the parties agreed in writing to another date. The filing does not say whether closing has taken place.
The note is in the original principal amount of $500,000 and bears interest at 7% a year on unpaid principal, calculated on a 30/360 basis. Interest is payable monthly at $2,916.67 for 48 months, with the first payment due 30 days after closing. The full $500,000 plus accrued interest is due 48 months after closing. After notice and a 10-day cure period, the default rate is 12%. A default under the note or the pledge is also a default under the agreement.
Option, voting and governance
The company also granted the buyer an option to purchase up to 10 additional units at $50,000 per unit, or $500,000 if exercised in full. The option runs until September 30, 2028.
If the option were exercised in full and no other units were issued, the company would own 60%, and the buyer 40%. Economic ownership follows units, but voting power does not. Effective at closing, the company and the buyer each hold 50% of the voting power on all member matters, even though the company would own 70% of the units. Equal voting covers amendments to the operating agreement, issuance of units, a sale, merger or dissolution, the annual budget and material debt, and related-party transactions.
Deadlocks go to 15 days of good-faith talks, then mediation in Seminole County, Florida, and then the operating agreement remedies, including a buy-sell. Clinical and manufacturing operations already in process continue during a deadlock only within the last approved budget.
Distributions and finances
After expenses and taxes, the Labs Company withholds 10% as a working capital reserve each quarter and distributes the other 90% to members.
The XBRL data for Adia Med shows revenue of $700,508 for 2025, against $6,380 for 2024, as reported in the 10-K filed March 31, 2026. The net loss was $395,464 in 2025 and $181,067 in 2024. Cash from operations was negative $179,228 in 2025 and negative $335,476 in 2024. Cash and cash equivalents were $128,115 at June 30, 2026, according to the company's 10-Q.
The figures describe a very small company. Revenue of $700,508 in 2025 followed $6,380 the year before, and the net loss was still $395,464. Cash of $128,115 at June 30, 2026 is small beside the $1,500,000 price, yet only $1,000,000 of that price arrives in cash. The other $500,000 is a note paid over 48 months, so the company is lending part of the price to the buyer, with the sold units as security. The company also gives up half the voting power over budgets, debt and related-party deals while holding 70% of the units, so any dispute with the buyer could freeze decisions on the subsidiary. The filing does not say how the $50,000 unit price was set, whether an outside valuation was used, or whether the sale has closed.
The agreement states that nothing in it represents that any product is approved by the U.S. Food and Drug Administration or that any clinical study proves safety or efficacy. The purchased units are restricted and are not registered under the Securities Act of 1933.