false
0001160420
0001160420
2026-10-09
2026-10-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 9, 2026
Commission File Number: 000-33265
| ADIA
MED, INC. |
| (Exact name of registrant as specified in its charter) |
| nevada |
35-2829671 |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
4421
Gabriella Lane, Winter Park,
FL 32792
(Address of principal executive offices)(Zip
Code)
(321)
231-2843
(Registrant’s telephone number, including area
code)
Not Applicable
(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: Common
A Stock, par value $0.001 per share
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 1.02. Termination of a Material Definitive Agreement
On October 9, 2026, Adia Med, Inc. (the “Company”) fully
repaid and discharged its unsecured revolving line of credit facility originally entered into on June 30, 2024, between Larry Powalisz,
Chief Executive Officer of the Company, as lender (the “Lender”), and the Company (and its relevant subsidiaries, as applicable),
as borrower.
The Facility had been increased over time to a commitment of $1,000,000
by the Lender, to best accommodate the growth needs of the Company, and bore interest at 6% per annum calculated daily.
In satisfaction of the obligation to the Lender, the Company made the
following payments to the Lender:
| · | October 7, 2026: $500,000; |
| · | October 9, 2026: $434,970.94 (of which $74,658.94 constituted accrued interest,
and the balance applied to principal). |
Total amount paid to the Lender was $934,970.94.
The Lender has acknowledged that the outstanding principal balance
and all accrued interest under the Facility have been paid in full as of October 9, 2026. As a result, the Facility is satisfied in full,
with respect to all amounts owing through that date.
The Lender, a related party, is the Chief Executive Officer of the
Company.
The foregoing facility is satisfied and discharged and qualified in
its entirety by reference to the full text of the Paid-in-Full Acknowledgment dated October 9, 2026, 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 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description of Exhibit |
| 10.1 |
Paid-in-Full Acknowledgment of Unsecured Revolving Line of Credit,
dated October 9, 2026, by Larry Powalisz as Lender and acknowledged by Adia Med, Inc. |
| 104 |
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
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 13, 2026
| |
ADIA MED, INC.
/s/ Larry Powalisz
Name: Larry Powalisz
Title: Chief Executive Officer
/s/ Rebecca Miller
Name: Rebecca Miller
Title: Chief Financial Officer
|
