STOCKHOLDERS’ EQUITY |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY
Common Stock
The Company has authorized common shares with a par value of $ per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
The Company has two common stock designations; Class A Common Stock with shares authorized, and Class B Common Stock with shares authorized.
Class A Common Stock: Each share of Class A Common Stock shall have, for all purposes, one (1) vote per share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of the shares of Class A Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefrom. The holders of Class A Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Class A Common Stock or approval of the common shareholders is required or requested.
Class B Common Stock: The shares of Class B Common Stock may be issued from time to time in one or more series. The Board of Directors is authorized, by resolution adopted and filed in accordance with law, to provide for the issue of each series of shares of Class B Common Stock; provided, however, that any issuance of shares of Class B Common Stock shall be made only in connection with a special acquisition transaction, as determined by the Board of Directors. Each series of shares of Class B Common Stock: (a) may have such voting powers, full or limited or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices as determined by the Board of Directors; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of assets of, the Corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall be stated in said resolution or resolutions providing for the issue of such shares of Class B Common Stock. Shares of Class B Common Stock of any series that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Class B Common Stock of the same series and may be reissued as a part of the series of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series of shares of Class B Common Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of Class B Common Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of Class B Common Stock.
On July 9, 2024, the Company received an investment on its Reg A registration statement in the amount of $40,000 in investments, offset by $15,000 in offering costs, resulting in subsequent issuance of shares of the Company’s Class A Common Stock.
On May 5, 2025, the Company retired shares of its Common Stock. Initially, on May 31, 2024, the Company filed a complaint for declaratory relief, seeking an order declaring as void a total of 15,495,165 shares of the Company’s issued and outstanding shares of Common Stock, held by Lotus Fund (“Lotus”) (10,495,165 shares), and Jason S. Coombs (“Coombs”) (5,000,000 shares), as well as the certain issued and outstanding shares of Series A Preferred Shares. Lotus, Coombs and Singhal (collectively the “Claimants”) were issued these shares but the Company deems that they were not properly acquired through any consideration. The lawsuit (Case Number: 2024CA001088, Case Style: ADIA NUTRITION INC -VS- ADIA NUTRITION INC) was filed pursuant to the laws of the State of Florida, and the venue lies in Seminole County. This matter was settled in favor of the Company on May 5, 2025.
On June 6, 2025, the Company received an investment on its Reg A registration statement in the amount of $38,500 in investments, offset by $15,000 in offering costs, resulting in shares to be issued of shares of the Company’s Class A Common Stock.
On June 11, 2025, the Company received an investment on its Reg A registration statement in the amount of $31,500 in investments, offset by $15,000 in offering costs, resulting in shares to be issued of shares of the Company’s Class A Common Stock.
At June 30, 2026 and December 31, 2025, there were Class A Common Shares issued and outstanding.
At June 30, 2026 and December 31, 2025, there were Class B Common Shares issued and outstanding.
Preferred Stock
There are shares of preferred stock authorized, par value $ per share (the “Preferred Stock”), issuable in one or more series; (a) the Company designated one () share of Preferred Stock as “Special 2022 Series A Preferred Stock” possessing super-voting rights; (b) the Company designated shares of Series A Preferred Stock; and (c) the Company designated shares of Series C Preferred Stock.
Special 2022 Series A Preferred Stock. The designation of this class of preferred stock shall be “Special 2022 Series A Preferred Stock,” par value $ per share (the “Special 2022 Series A Preferred Stock”). The number of authorized shares of Special 2022 Series A Preferred Stock is one (1). (A) Voting Rights. Except as otherwise required by law, the holder of the share of Special 2022 Series A Preferred Stock shall have the following rights: (1) Number of Votes; Voting with Common Stock. Except as provided by Nevada statutes or elsewhere herein, the holder of the Special 2022 Series A Preferred Stock shall vote together with the holders of Preferred Stock (including on an as converted basis), and Common Stock, of the Corporation as a single class. The holder of the share of Special 2022 Series A Preferred Stock is entitled to 60% of all votes (including, but not limited to, Common Stock, and Preferred Stock (including on an as converted basis) entitled to vote at each meeting of shareholders of the Corporation (and written actions of shareholders in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. The share of Special 2022 Series A Preferred Stock shall not be divided into fractional shares. (2) Adverse Effects. The Corporation shall not amend, alter, or repeal the preferences, rights, powers or other terms of the Special 2022 Series A Preferred Stock so as to affect adversely the Special 2022 Series A Preferred Stock, or the holder thereof, without the written consent or affirmative vote of the holder of the Special 2022 Series A Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class. (B) Conversion. The share of the Special 2022 Series A Preferred Stock shall convert into common shares at a conversion rate of 1 preferred to 60,000,000 common shares. The holder of the Special 2022 Series A Preferred stock can affect the conversion at any time. The conversion into common is a right and is not required. (C) Dividends; Liquidation. The shares of Special 2022 Series A Preferred Stock shall not be entitled to any dividends in respect thereof and shall not participate in any proceeds available to the Corporation’s shareholders upon the liquidation, dissolution or winding up of the Corporation. (D) No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2022 Series A Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will, at all times, in good faith assist in the carrying out of all the provisions herein and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Special 2022 Series A Preferred Stock against impairment.
Series A Preferred Stock. The designation of this class of preferred stock shall be “Series A Preferred Stock,” par value $ per share (the “Series A Preferred Stock”). The number of authorized shares of Series A Preferred Stock is ten million (). Each share of Series A Preferred Stock shall entitle the holder to five (5) votes on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, to be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules. The holders of Series A Preferred Stock shall vote together with the shares of Common Stock as one class. (c) Liquidation Rights. Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of the then-outstanding shares of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation the sum of $.001 per share (the “Liquidation Rate”) before any payment or distribution shall be made on any other class of capital stock of the Corporation ranking junior to the Series A Preferred Stock.
Series C Preferred Stock. The designation of this class of preferred stock shall be “Series C Preferred Stock,” par value $ per share (the “Series C Preferred Stock”). The number of authorized shares of Series C Preferred Stock is eighty-nine million, nine hundred ninety-nine thousand, nine hundred and ninety nine (). Each share of Series C Preferred Stock shall entitle the holder to one (1) vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, to be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules. The holders of Series C Preferred Stock shall vote together with the shares of Common Stock as one class.
Liquidation Rights - Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of the then-outstanding shares of Series C Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of the Company’s common stock multiplied by the Conversion Rate. Conversion Rate – Each share of Series C Preferred Stock shall be convertible into four (4) shares of the Company’s common stock.
On July 11, 2024, the Company acquired a 100% membership interest in Biolete, LLC; consideration provided for this acquisition was the issuance of shares of the Company’s Series C Preferred Stock.
On July 29, 2024, the Company acquired a 7% membership interest in Cement Factory Nutrition; consideration provided for this acquisition was the issuance of shares of the Company’s Series C Preferred Stock. On September 24, 2024, the acquisition of the 7% interest in Cement Factory Nutrition was rescinded and these shares were returned and a new agreement was made to acquire and 18% membership interest in Cement Factory, LLC; consideration provided for this acquisition was the reservation of 1,875,000 shares of the Company’s Series C Preferred Stock to be issued at a future date.
On August 19, 2024, the Company appointed Monica Sher, MD as a Director of Company. The Company will issue shares of its Series C Preferred Stock at a future date.
On September 10, 2024, the Company appointed Richard Edwards, DO as a Director of Company. The Company will issue shares of its Series C Preferred Stock at a future date.
On September 23, 2024, the Company appointed Kalpesh Barot, MD as a Director of Company. The Company will issue shares of its Series C Preferred Stock at a future date.
On May 5, 2025, the Company retired and declared void shares of the Company Series A Preferred Shares. Initially, on May 31, 2024, the Company filed a complaint for declaratory relief, seeking an order declaring as void certain shares of the Company’s issued and outstanding shares of Common Stock. In addition, the lawsuit sought an order declaring as void a total of shares of the Company’s issued and outstanding shares of Series A Preferred Shares, held by Shelly Singhal (“Singhal”). The lawsuit (Case Number: 2024CA001088, Case Style: ADIA NUTRITION INC -VS- ADIA NUTRITION INC) was filed pursuant to the laws of the State of Florida, and the venue lies in Seminole County. This matter was settled in favor of the Company on May 5, 2025.
On October 13, 2025, the Company appointed Dr. Evan Thomas, MD, PhD. as an Independent Medical Director for the Company’s medical division, Adia Med. The Company will issue shares of its Series C Preferred Stock at a future date.
At the year ended December 31, 2025, per their employment agreements (fully ratified in 2026), two officers of the Company were entitled to the option to purchase a total of shares of the Company’s Series C Preferred Stock, however, the Company is obligated to issue these shares at some point in the future, regardless if the options are exercised by the Company or not.
At June 30, 2026 and December 31, 2025, there is one () share of Special 2022 Series A Preferred issued and outstanding.
At June 30, 2026 and December 31, 2025, there are shares of Series A Preferred issued and outstanding.
At June 30, 2026 and December 31, 2025, there are shares of Series C Preferred issued and outstanding.
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