Adia Med, Inc.

The Note is in the original principal amount of $500,000, bears interest at 7% per annum on unpaid principal, calculated on a 30/360 basis, and provides for interest-only monthly payments of $2,916.67 for 48 months. The first payment is due 30 days after closing. The entire unpaid principal of $500,000, plus accrued and unpaid interest, is due 48 months after the closing date. The Note may be prepaid in whole or in part at any time without penalty. After notice and a 10-day cure period, the default rate is 12% per annum. A late charge of 5% applies to any payment more than 10 days late.

The Note is secured by a first-priority pledge of the Purchased Units until paid in full. Default under the Note or the pledge is a default under the Purchase Agreement. After the applicable cure period, the Company may accelerate the Note, enforce the pledge, and exercise other lawful remedies.

Except for the Purchased Units and the Option Units, the Company is not obligated to sell Buyer any other interest in the Labs Company.

If the Option is exercised in full and no other units are issued or transferred, the Company would own 60 units (60%) and Buyer would own 40 units (40%).

At closing the Labs Company is to have two managers, one appointed by the Company and one appointed by Buyer. Ordinary-course operations may be run by either manager within a written budget approved by both members. The matters subject to equal voting require approval of both members, or of both managers if the operating agreement so provides. If the members or their managers are deadlocked for 15 days after written notice, they must confer in good faith and then mediate in Seminole County, Florida. If mediation fails within 30 days, either member may pursue the remedies in the operating agreement, including a buy-sell. Neither member may dissolve the Labs Company solely because of deadlock without a court order or a written agreement.

Day-to-day clinical and manufacturing operations already in process continue during a deadlock if they stay inside the last approved budget.

The foregoing description of the Purchase Agreement, the Note, and the pledge does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, including the form of Note attached as Exhibit B and the form of pledge agreement attached as Exhibit C, 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 2.01. Completion of Acquisition or Disposition of Assets The information in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No.

Description of Exhibit 10.1 Membership Interest Purchase Agreement, dated September 30, 2026, by and among Adia Med, Inc., Adia Labs LLC, and Live Oak Health LLC, d/b/a QCM Biologics, including the form of Promissory Note (Exhibit B) and the form of Pledge Agreement (Exhibit C).