Adia Nutrition (ADIA) sets $150,000 legal tab for Nasdaq uplisting
Rhea-AI Filing Summary
Adia Nutrition, Inc. (ADIA) has engaged Lucosky Brookman LLP as legal counsel to support a planned uplisting from the OTC Markets to the Nasdaq Capital Market or a similar senior exchange and to advise on a contemplated bridge financing transaction. Under an engagement letter dated August 14, 2026, the firm will handle preparation and filing of a Form S-1 registration statement, related SEC comment responses and amendments, the listing application, and structuring and documentation of the bridge financing, as well as related corporate matters.
Fees for these uplist and bridge financing services are fixed at $150,000, with additional amounts payable if hourly billings exceed 115% of that fee. The fee is scheduled as $30,000 at closing of the bridge financing, $50,000 upon filing the Form S-1, and the balance (plus any excess hourly amounts) at the uplisting closing. After listing on Nasdaq or the New York Stock Exchange, ongoing Exchange Act and related securities work will be billed at $8,000 per month, with other work at stated hourly rates. The firm receives expense reimbursement, customary indemnification, and a security interest in the company’s assets to secure outstanding obligations, and the agreement may be terminated by either party with written notice, subject to payment of amounts due.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Uplist and Bridge Financing Services Fee: $150,000
Excess fee threshold: 115% of $150,000
Initial payment on Bridge Financing close: $30,000
+5 more
8 metrics
Uplist and Bridge Financing Services Fee
$150,000
Fixed fee for uplisting and bridge financing legal services
Excess fee threshold
115% of $150,000
Hourly billings above this level are payable in addition to the fixed fee
Initial payment on Bridge Financing close
$30,000
Due upon closing of the bridge financing
Payment on Form S-1 filing
$50,000
Due upon filing of the registration statement with the SEC
Monthly SEC Services fee
$8,000 per month
Fixed fee after listing on Nasdaq or NYSE for specified Exchange Act work
Partner hourly rate range
$600 to $995 per hour
Hourly billing rates for partners at Lucosky Brookman LLP
Associate and counsel hourly rate range
$450 to $650 per hour
Hourly billing rates for associates and counsel
Law clerk and assistant hourly rate range
$300 to $400 per hour
Hourly billing rates for law clerks and legal assistants
Key Terms
Bridge Financing, registration statement on Form S-1, Exchange Act, Section 16 filings, +2 more
6 terms
Bridge Financing financial
"the Company’s contemplated bridge financing transaction (the “Bridge Financing”)"
Bridge financing is short-term funding a company uses to cover expenses until longer-term financing or a sale comes through. Think of it as a temporary loan or financial “bridge” that keeps operations running—similar to borrowing to cover a gap between paychecks. Investors watch bridge financing because it can signal cash pressure, potential dilution, or higher costs to raise capital, which affect a company’s risk and value.
registration statement on Form S-1 regulatory
"the preparation and/or review and filing of a registration statement on Form S-1"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
Exchange Act regulatory
"certain securities work related to the Exchange Act, including (a) periodic Exchange Act filings"
A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.
Section 16 filings regulatory
"Section 16 filings on Form 3, Form 4 and Form 5 for executive officers"
indemnification and hold-harmless legal
"including provisions regarding ... indemnification and hold-harmless obligations in favor of the Firm"
security interest legal
"a security interest in the Company’s assets to secure outstanding obligations"
A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.
FAQ
What agreement did ADIA enter into with Lucosky Brookman LLP?
Adia Nutrition, Inc. entered into an engagement letter under which Lucosky Brookman LLP will act as counsel for a planned uplisting to the Nasdaq Capital Market or a similar senior exchange and for a contemplated bridge financing, including preparing a Form S-1 registration statement and listing application.
How much will ADIA pay for uplisting and bridge financing legal services?
For uplisting and bridge financing services, Adia Nutrition agreed to a fixed fee of $150,000. If the firm’s hourly billings exceed 115% of that amount, the company will also pay the excess above that threshold.
What are the payment milestones under ADIA’s engagement with Lucosky Brookman?
The company will pay $30,000 at the closing of the bridge financing, $50,000 upon filing the Form S-1 registration statement with the SEC, and the remaining balance of the $150,000 fee plus any excess hourly amounts at the closing of the uplisting transaction.
What ongoing legal fee will ADIA incur after listing on Nasdaq or NYSE?
Once its securities are listed on Nasdaq or the New York Stock Exchange, Adia Nutrition’s Exchange Act and related securities work described in the engagement will be billed at a fixed fee of $8,000 per month, beginning the first day of the month after such listing.
What hourly billing rates apply under ADIA’s engagement letter?
Lucosky Brookman’s hourly billing rates are disclosed as: partners $600–$995 per hour, associates and counsel $450–$650 per hour, and law clerks and legal assistants $300–$400 per hour, with fees for additional services generally billed on this hourly basis.
Does Lucosky Brookman receive any security or indemnification from ADIA?
Yes. Adia Nutrition grants the firm a security interest in the company’s assets to secure outstanding obligations and agrees to customary indemnification and hold-harmless provisions in favor of the firm, while also reimbursing expenses incurred in connection with the representation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
