Adia Nutrition, Inc. Engages Counsel for NASDAQ Uplist and Bridge Financing

What Happened
Adia Nutrition, Inc. (ADIA) filed an 8-K disclosing that it entered into an engagement letter with law firm Lucosky Brookman LLP to serve as counsel for the company's planned uplisting from the OTC Markets to the Nasdaq Capital Market (or a similar senior exchange) and a contemplated bridge financing. The Engagement Letter is dated August 14, 2026 (a copy filed as an exhibit is dated August 19, 2026) and is effective retroactively to when the firm first began providing services.

Key Details

• Engagement fee for uplist and bridge financing work is a fixed $150,000, payable as: $30,000 upon closing of the Bridge Financing, $50,000 upon filing the Form S-1 registration statement with the SEC, and the balance at closing of the uplisting transaction.
• If the firm’s time-based fees (calculated at its hourly rates) exceed 115% of the $150,000 fixed fee, Adia must pay the excess. Firm hourly rates disclosed: partners $600–$995/hr; associates/counsel $450–$650/hr; law clerks/legal assistants $300–$400/hr.
• After listing, certain Exchange Act (“SEC Services”) filings and basic corporate securities work will be billed at a fixed $8,000 per month (starting the month after listing).
• Engagement Letter includes customary provisions: reimbursement of expenses, possible issuance of company common shares as payment (with related acknowledgements), indemnification and hold‑harmless in favor of the firm, a security interest in company assets to secure obligations, New York law and forum, and termination on notice subject to payment of outstanding amounts.

Why It Matters
This filing confirms Adia is actively pursuing a formal uplisting to a national exchange (Nasdaq or similar) and arranging a bridge financing to support that process — material corporate actions that can affect liquidity, investor access, and future financing terms. Investors should watch for the Form S‑1 filing, the closing of any bridge financing, and additional disclosures about financing size and terms. The Engagement Letter also shows potential financial and governance impacts: legal fees and expenses, possible share issuance as payment, and a security interest securing obligations, all of which could affect capital structure and investor returns.