ADIA 10-K & 10-Q changes, risk factors and insider trading

For the threesix months ended MarchJune 31,30, 2026 and and 2025

For the threesix months ended MarchJune 31,30, 2026 and 2025, 2025, the Company revenues of $176,275$661,660 and $71,764,$189,910, respectively. Revenue was generated from the following sources:

For the threesix months ended MarchJune 31,30, 2026 and 2025, 2025, cost of revenue was $108,698$311,503 and $57,712,$149,935, respectively. Cost of revenue was as a result of the following:

As a result, our gross profit for the threesix months months ended MarchJune 31,30, 2026 and 2025, was $67,577$350,157 and $14,052,$39,975, respectively.

For the threesix months ended MarchJune 31,30, 2026 and 2025, 2025, we incurred total operating expenses of $219,497$450,248 and $124,596.$267,105. The following is a tabular breakdown of our operating expenses for the the threesix months ended MarchJune 31,30, 2026 and 2025:

For the threesix months ended MarchJune 31,30, 2026 and 2025, 2025, we had other income of $375$750 and $0, respectively. For threesix months ended MarchJune 31,30, 2026 and 2025, we had other expenses of $10,980 $22,766 and $5,675, $13,086, respectively. For the threesix months ended MarchJune 31,30, 2026, other income was comprised of interest income of $375 on a loan we extended to a start-up facility. For the threesix months ended MarchJune 31,30, 2026 and 2025, other expenses were comprised of interest expenses on our line of credit facility with a related party.

For the threesix months ended MarchJune 31,30, 2026, we had had a net loss of $162,525.$122,107. For the threesix months ended MarchJune 31,30, 2026, we had non cash charges of $1,251$2,695 in depreciation and amortizationamortization, $27,868 $13,797 in amortization of operating lease right-of-use asset, and $5,801$11,716 in the amortization of finance lease right-of-use asset. For the three six months ended MarchJune 31,30, 2026, we had an increase in accounts receivable of $46,000,$11,025, ana increasedecrease in undepositedreceivable fundson sale of $6,450,inventory asset of $376, an increase in pre-paid expenses of $2,898,$5,865, an increase in inventory of $84,725,$115,475, an increase in accounts payable of $25,524, $2,831, an increase in accrued interest on our line of credit of $10,980,$22,766, an increase in deferred revenue of $204,000,$50,000, and a decrease in operating lease liabilities of $22,473.$27,858. As a result, we had net cash used in operating activities of $63,718$164,078 for the threesix months ended MarchJune 31, 30, 2026.

For the threesix monthsmonth ended MarchJune 31,30, 2025, we had had a net loss of $116,219.$240,216. For the threesix months ended MarchJune 31,30, 2025, we had non cash charges of $744$1,916 in depreciation and amortizationamortization, $25,802 $12,778 in amortization of operating lease right-of-use asset, and $4,124$8,351 in the amortization of finance lease right-of-use asset. For the three six months ended MarchJune 31,30, 2025, we had an increase in depositaccounts madereceivable of $26,900,$2,267, a decrease in pre-paid expenses of $44,383,$7,285, ana increasedecrease in inventory of $2,413,$40,116, a decrease in accounts payable of $1,880, an increase in accrued interest on our line of credit of $5,675,$13,086, and a decrease in operating lease liabilities of $7,177.$19,734. As a result, we had net cash used in operating activities of $31,175$167,541 for the three six months ended MarchJune 31,30, 2025.

For the threesix months ended MarchJune 31,30, 2026, we purchased purchasedadditional furnitureequipment in the amount of $5,495, and equipmentprovided foradditional $5,494.funds to clinics in the amount of $5,300. As a result, we had net cash used in investing activities of $5,494.$10,795.

For the threesix months ended MarchJune 31,30, 2025, purchase additional furniture and equipment in the amount of $13,199, we invested in the Biolete trademarks for of $2,794.$3,604. As a result, we had net cash used in investing activities of $2,794.$16,803.

For the threesix months ended MarchJune 31,30, 2026, we made made payments on our finance lease obligation of $5,801,$11,716, and we drew down on our line of credit facility for an additional $123,656.$235,312. As a a result, we had net cash provided by financing activities of $117,855.$223,596.

For the threesix months ended MarchJune 31,30, 2025, we made made payments on our finance lease obligation of $4,124,$8,351, has proceeds from the sale of our common stock of $70,000, and we drew down on our line of credit facility for an additional $69,233.$231,471. As a result, we had net cash provided by financing activities of $65,109.$293,120.

We expect to incur costs associated with filing reports under the Exchange Act over the next twelve months of approximately $100,000. Costs associated with operating our business based upon current operating expenses are projected to be in the range of $450,000 to $750,000. We anticipate our cost of revenue to be approximately 35% to 45% of revenue. Based upon our performance during 2025 and 2024, and the current year to date, we anticipate that our expenseexpenses should should be able to be satisfied by our profitability, although this can not be assured. If we are unable to cover our expenses with our gross profit, we may be required to obtain capital from third parties.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated revenues of $176,275$661,660 for the threesix months ended MarchJune 31,30, 2026, with an associated net loss of of $162,525,$122,107, and at MarchJune 31,30, 2026, the Company has an accumulated deficit of $16,136,007.$16,095,589. The Company did generate a net income of $40,418 for the three months ended June 30, 2026, in addition to significantly higher revenue during the three months ended June 30, 2026 versus the three months ended March 31, 2026. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern for one year after the audit report is dependent upon, among other things, its ability to generate greater revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.

Management anticipates continued growth in revenue and plans to utilize the funding resources it has available (i.e., its line of credit facility) as well as the continued identification of adequate sources of funding to provide bridge capital, financing of receivables, and operating capital for continued growth. The Company continued the use of its Reg A filing to raise additional capital; the Company received $70,000 in investments, towards this registration during the year ended December 31, 2025.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Our operations currently generate revenues from the sale of our biologic products, the performance of medical procedures, sales of ancillary products, shipping and delivery, and other services. During the threesix months ended MarchJune 31,30, 2026 and 2025, the Company had revenues of $176,275$661,660 and $71,764,$189,910, respectively. Revenue was generated from the following sources:

The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxestax assets and liabilities of a change in tax rates is recognized asin income or loss in the period that includes the enactment date.occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. All of the Company’s deferred tax assets were offset by a full valuation allowance for June 30, 2026 and December 31, 2025.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of MarchJune 31,30, 2026. The respective carrying value of of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

During the year ended December 31, 2025, the Company had three operating segments: (1) Biolete, (2) Adia Med, and (3) Adia Labs. On September 30, 2025, the Company sold its rights to the Biolete trademarks and all associated assets to Cement Factory, and as a result for the threesix months ended MarchJune 31,30, 2026, the Company had had two operating segments: (1) Adia Med, and (2) Adia Labs.

The Company chooses to disclose the following in its segment reporting requirements for the threesix months ended MarchJune 31,30, 2026:

The Company chooses to disclose the following in its segment reporting requirements for the threesix months ended MarchJune 31,30, 2025:

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. For the three and six months ended March 31,June 30, 2026 and 2025, the Company had no share-based compensation.