What happened Adia Med, Inc. filed an 8-K reporting that it entered into a Membership Interest Purchase Agreement with Adia Labs LLC and Live Oak Health LLC, d/b/a QCM Biologics, and that it completed the sale on Sep 30, 2026. The company sold 30 units of membership interest in Adia Labs LLC, representing 30% of the 100 units, for $50,000 per unit, or $1,500,000 in the aggregate. Buyer Live Oak Health LLC is owned and managed by David Konn.

Key details

• Purchase price of $1,500,000 paid as $1,000,000 in cash at closing and $500,000 via a promissory note; the note bears interest at 7% per annum, uses a 30/360 basis, requires interest-only monthly payments of $2,916.67 for 48 months, and matures 48 months after closing. The note is secured by a first-priority pledge of the purchased units.
• The company granted Buyer an option to buy up to 10 additional units at $50,000 per unit through 5:00 p.m. Eastern Time on Sep 30, 2028.
• Economic ownership follows units (the company retains 70% of units after the sale); voting power is allocated 50% to the company and 50% to Buyer for member matters, including major corporate actions.
• Quarterly profit distributions: after expenses and required tax distributions, Adia Labs will withhold 10% as a reserve and distribute 90% to members in proportion to their units within 30 days after quarter-end.

Why it may matter This 8-K reports Item 1.01 (entry into a material definitive agreement) describing the Membership Interest Purchase Agreement and related promissory note and pledge, and Item 2.01 (completion of acquisition or disposition of assets), reporting that the sale closed on Sep 30, 2026. The filing does not show why the insider traded or why the company acted.