[8-K] Adia Nutrition, Inc. Reports Material Event
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Filing Explained
The complaint targets a block alleged to be thirty point seven eight percent of outstanding shares; it remains outstanding pending court and transfer-agent action.
The 8-K reports that Adia Med filed a declaratory-judgment action concerning 29,059,792 common shares; no responsive pleading had been filed and no hearing set, and the shares remain outstanding. If a court grants the requested relief and the transfer agent records cancellation, up to 29,059,792 shares would leave the issued-and-outstanding count; the company says they are not retired before both steps.
The complaint alleges the shares equal
8-K Event Classification
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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)
(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)) |
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 8.01 Other Events.
On September 28, 2026, Adia Med, Inc. (the “Company”) filed a Verified Complaint for Declaratory Judgement (the “Complaint”) in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida, styled In Re Stock of ADIA MED, INC. v. Tydus Richards, Case No. 2026CA002155 (the “Action”). A copy of the Complaint is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Action in this Item 8.01 is qualified in its entirety by the Complaint.
The Action is a declaratory-judgment proceeding seeking to quiet title in 29,059,792 shares of the Company’s non-preferred common stock (the “Subject Shares”). The Complaint alleges that the Subject Shares represent 30.78% of the Company’s issued and outstanding shares and had a market value of $3,487,175.04 based on the closing price on August 13, 2026. The caption names Tydus Richards as the defendant. The body of the Complaint identifies the following persons and entities as purported holders who may claim an interest in all or part of the Subject Shares (collectively, the “Claimants”):
| Purported holder | Last known address alleged in the complaint |
| Tydus Richards | 2863 Durand Drive, Los Angeles, CA 90068 |
| Wen Peng | 2218 Timberwood, Irvine, CA 92660 |
| Robert Shively | 330 Cliff Drive 102, Laguna Beach, CA 92651 |
| Jennifer Singhal | 9 Crestwood Drive, Newport Beach, CA 92660 |
| Teibs Asia Limited | Unit A2 32/F United Center, 95 Queensway, Hong Kong |
| William Feaster | 11110 Greenstone Ave, Santa Fe Springs, CA 90670 |
| Golden Communications Inc. | 474 East 17th St, Suite 103, Costa Mesa, CA 92627 |
| Revete Capital Partners LLC | PO Box 12589, Newport Beach, CA 92658 |
| Chris Harano | 4600 Campus Drive, Ste 105, Newport Beach, CA 92660 |
| Orbital Inc. | 3857 Birch St, Ste 591, Newport Beach, CA 92660 |
| Hugh Cochrane | 91A Drayton Gardens Grove House, London, England SW10 9QU |
| Michael P. Bringle | 3800 Parkview Lane 39B, Irvine, CA 92612 |
| Vector Group International LLC | 101 Constitution, Suite 800, Washington, DC 20001 |
The Complaint alleges, among other things, that in January 2024 a change of control of the Company occurred when all Special 2022 Series A Preferred stock, carrying 60% of the voting rights, was acquired by Legends Investment Properties, LLC, a Florida limited liability company; that, in connection with that acquisition, the Company determined there was no basis in its records, and no record at its transfer agent of original issuance, supporting the Claimants’ positions as reflected on the shareholder list; that the Claimants’ asserted interests rest solely on the stock transfer ledger; and that, upon information and belief, the Claimants never paid for the Subject Shares and the Subject Shares were not validly issued. The Complaint seeks a judgment declaring that title to the improperly issued Subject Shares is quieted in the Company, and an order restraining each Claimant from instituting an action against the Company for recovery of the Subject Shares or any part of them, together with such other relief as the court deems just and proper.
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The Company is the plaintiff in the Action. No responsive pleading has been filed, and no hearing has been set, as of the date of this report. The Company intends to pursue the Action. The outcome is uncertain. The Claimants may appear, contest jurisdiction or venue, assert that the Subject Shares were validly issued or transferred, or bring related claims. An adverse result would leave the Subject Shares outstanding in the names of the Claimants. A judgment quieting title in the Company would, if entered and given effect by the transfer agent, reduce the number of shares of common stock deemed issued and outstanding by up to 29,059,792 shares. The Company has not cancelled the Subject Shares, and it will not treat the Subject Shares as retired unless and until a court of competent jurisdiction so orders and the transfer agent records the cancellation. The Company cannot predict the timing or outcome of the Action, or the amount of legal expense it will incur.
The Company’s common stock continues to trade on the OTC Markets Venture Market under the ticker symbol “ADIA.” Outstanding stock certificates are not affected by the filing of the Complaint.
Forward-looking statements. This Item 8.01 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company’s intention to pursue the Action and the possible effect of a judgment on the number of shares outstanding. These statements are subject to risks and uncertainties, including the uncertainty of litigation, the defenses available to the Claimants, the possibility of related proceedings, and the requirements of the transfer agent and applicable state corporate law. Actual results may differ materially. The Company undertakes no obligation to update these statements except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 99.1 | Verified Complaint for Declaratory Judgement, filed September 16, 2026, in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida, Case No. 2026CA002155. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto 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 |
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Exhibit 99.1
FORM 1.997. CIVIL COVER SHEET The civil cover sheet and the information contained in it neither replace nor supplement the filing and service of pleadings or other documents as required by law. This form must be filed by the plaintiff or petitioner with the Clerk of Court for the purpose of reporting uniform data pursuant to section 25.075, Florida Statutes. (See instructions for completion.) I. CASE STYLE IN THE CIRCUIT/COUNTY COURT OF THE EIGHTEENTH JUDICIAL CIRCUIT, IN AND FOR SEMINOLE COUNTY, FLORIDA ADIA MED INC Plaintiff vs. TYDUS RICHARDS Defendant II. AMOUNT OF CLAIM Please indicate the estimated amount of the claim, rounded to the nearest dollar. The estimated amount of the claim is requested for data collection and clerical processing purposes only. The amount of the claim shall not be used for any other purpose. ☐ $8,000 or less ☐ $8,001 - $30,000 ☐ $30,001 - $50,000 ☐ $50,001 - $75,000 ☐ $75,001 - $100,000 ☐ over $100,000.00 III. TYPE OF CASE (If the case fits more than one type of case, select the most definitive category.) If the most descriptive label is a subcategory (is indented under a broader category), place an x on both the main category and subcategory lines. 2026CA002155 Case # Judge - 1 - Filing # 257217378 E - Filed 09/28/2026 03:54:46 PM
- 2 - CIRCUIT CIVIL ☐ Condominium ☐ Contracts and indebtedness ☐ Eminent domain ☐ Auto negligence ☐ Negligence — other ☐ Business governance ☐ Business torts ☐ Environmental/Toxic tort ☐ Third party indemnification ☐ Construction defect ☐ Mass tort ☐ Negligent security ☐ Nursing home negligence ☐ Premises liability — commercial ☐ Premises liability — residential ☐ Products liability ☐ Real Property/Mortgage foreclosure ☐ Commercial foreclosure ☐ Homestead residential foreclosure ☐ Non - homestead residential foreclosure ☐ Other real property actions ☐ Professional malpractice ☐ Malpractice — business ☐ Malpractice — medical ☐ Malpractice — other professional ܈ Other ☐ Antitrust/Trade regulation ܈ Business transactions ☐ Constitutional challenge — statute or ordinance ☐ Constitutional challenge — proposed amendment ☐ Corporate trusts ☐ Discrimination — employment or other ☐ Insurance claims ☐ Intellectual property ☐ Libel/Slander ☐ Shareholder derivative action ☐ Securities litigation ☐ Trade secrets ☐ Trust litigation COUNTY CIVIL ☐ Small Claims up to $8,000 ☐ Civil ☐ Real property/Mortgage foreclosure
☐ Replevins ☐ Evictions ☐ Residential Evictions ☐ Non - residential Evictions ☐ Other civil (non - monetary) COMPLEX BUSINESS COURT This action is appropriate for assignment to Complex Business Court as delineated and mandated by the Administrative Order. Yes ܆ No ܈ IV. REMEDIES SOUGHT (check all that apply): ☐ Monetary; ܈ Nonmonetary declaratory or injunctive relief; ☐ Punitive V. NUMBER OF CAUSES OF ACTION: [ ] (Specify) 1 VI. IS THIS CASE A CLASS ACTION LAWSUIT? ܈ yes ☐ no VII. HAS NOTICE OF ANY KNOWN RELATED CASE BEEN FILED? ܈ no ☐ yes If “yes,” list all related cases by name, case number, and court. VIII. IS JURY TRIAL DEMANDED IN COMPLAINT? ☐ yes ܈ no IX. DOES THIS CASE INVOLVE ALLEGATIONS OF SEXUAL ABUSE? ☐ yes ܈ no I CERTIFY that the information I have provided in this cover sheet is accurate to the best of my knowledge and belief, and that I have read and will comply with the requirements of Florida Rule of Judicial Administration 2.425. Signature: s/ Timothy A. Moran Fla. Bar # 41684 (Bar # if attorney) 09/28/2026 (type or print name) Date - 3 - Attorney or party Timothy A. Moran
In Re Stock of ADIA MED, INC., a Florida corporation. v. TYDUS RICHARDS Filing # 257217378 E - Filed 09/16/2026 03:38:27 PM CIRCUIT COURT OF THE EIGHTEENTH JUDICIAL CIRCUIT IN AND FOR SEMINOLE COUNTY, FLORIDA Case No. COMPLAINT FOR DECLARATORY JUDGEMENT COMES NOW, ADIA MED, INC. (“ADIA”), by and through its undersigned attorney, and hereby files its Verified Complaint for Declaratory Judgement, and in support thereof alleges as follows: JURISDICTION AND VENUE 1. This is an action for declaratory judgement to quiet title in the stock of ADIA Med, Inc . (“ADIA”), a Nevada corporation having its principal place of business at 4421 Gabriella Lane, Winter Park, Seminole County, Florida . 2. This Court has jurisdiction over this Action pursuant to Fla . R . Civ . P . 1.100 and 1.240 where: a. The property in controversy is stock in ADIA, a corporation with its place of business in Seminole County, Florida. b. The property in controversy is worth more than $50,000.00. 3. Venue is proper because ADIA has its principal place of business within this Court’s judicial district. COUNT I: DECLARATORY JUDGMENT 4. ADIA realleges and reavers Paragraphs 1 through 3 in their entirety . 2026CA002155
- 2 - 5. The property that is the subject of this action is 29 , 059 , 792 shares, representing 30 . 78 % of issued and outstanding shares of ADIA Med, Inc . non - preferred common stock (the “Stock”), having a value of $ 3 , 487 , 175 . 04 at the close of market on August 13 , 2026 . 6. In January 2024 , a change of control of ADIA occurred when all Special 2022 Series A Preferred stock with 60 % voting rights was acquired by Legends Investment Properties, LLC (“Legends”), a Florida limited liability company . 7. During the acquisition, ADIA discovered there was no basis for the respective acquisition of Defendants’ shares as listed on the shareholder list provided by the transfer agent . The transfer agent had no record of their original issuance . 8. The purported shareholders in ADIA are : a. Tydus Richards (“Richards”), an individual having his last known address at 2863 Durand Drive, Los Angeles, CA 90068 ; b. Wen Peng (“Peng”), an individual having his last known address at 2218 Timberwood, Irvine, CA 92660 ; c. Robert Shively (“Shively”), an individual having his last known address at 330 Cliff Drive 102 , Laguna Beach, CA 92651 ; d. Jennifer Singhal (“Singhal”), an individual having her last known address at 9 Crestwood Drive, Newport Beach, CA 92660 ; e. Teibs Asia Limited (“Teibs”), a Hong Kong limited company with its last known place of business at Unit A 2 32 /F United Center, 95 Queensway, Hong Kong ; f. William Feaster (“Feaster”), an individual having his last known
- 3 - address at 11110 Greenstone Ave, Santa Fe Springs, CA 90670 ; g. Golden Communications Inc . (“Golden”), a corporation with its last known place of business at 474 East 17 th St Suite 103 , Costa Mesa, CA 92627 ; h. Revete Capital Partners LLC (“Revete”), a limited liability company with its last known place of business at PO Box 12589 , Newport Beach, CA 92658 ; i. Chris Harano (“Harano”), an individual having his last known address at 4600 Campus Drive Ste 105 , Newport Beach, CA 92660 ; j. Orbital Inc . (“Orbital”), a corporation with its last known place of business at 3857 Birch St Ste 591 , Newport Beach, CA 92660 ; k. Hugh Cochrane (“Cochrane”), an individual having his last known address at 91 A Drayton Gardens Grove House, London, England United Kingdom SW 10 9 QU ; l. Michael P . Bringle (“Bringle”), an individual having his last known address at 3800 Parkview Lane 39 B, Irvine, CA 92612 ; and m. Vector Group International LLC (“Vector”), a limited liability company with its last known place of business at 101 Constitution Suite 800 , Washington, DC 20001 9 . Because ADIA has no record of the transactions, Tydus Richards, Wen Peng, Robert Shively, Jennifer Singhal, Teibs Asia Limited (“Teibs”), William Feaster, Golden Communications Inc . , Revete Capital Partners LLC, Chris Harano, Orbital Inc . , Hugh Cochrane, Michael P . Bringle, and Vector Group International LLC (collectively, “Claimants”) may have a claim of entitlement to
- 4 - all or part of the Stock . If Defendants cannot show the basis for acquisition of the Stock, the Stock may have been improperly transferred, reverting ownership to ADIA . Therefore, ADIA can only determine which claims are valid by exposing itself to potential double litigation and multiple claims for the same Stock . 10. Upon information and belief, the Stock was not validly issued to the Claimants as there is no record of the basis for Claimants’ respective acquisitions . 11. Defendants never paid for the Stock, and therefore have no valid claim to the Stock . 12. Claimants’ interest in the Stock is based solely on ADIA’s stock transfer ledger, which does not show any basis for said acquisitions . 13 . Therefore, ADIA retains the title to the improperly issued Stock and ADIA is entitled to quiet title to the Stock in its name . WHEREFORE, ADIA Med, Inc . requests that each Claimant be restrained from instituting any action against ADIA for recovery of the Stock or any part of it, that the Court provide a declaratory judgment to quiet title to the Stock to ADIA, and that the Court grant any further relief as may be just and proper under the circumstances of this case . Respectfully submitted this 16 th day of September 2026 . /s/ TIMOTHY A. MORAN, ESQ. TIMOTHY A. MORAN tim@tmoranlaw.net 1750 W BROADWAY ST, STE 118 OVIEDO FL, 32765 Florida Bar No. 0041684
VERIFICATION Under penalties of perjury, I declare that I have read the foregoing and that the facts alleged are true to the best of my knowledge and belief. - 5 -
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