10-K: ADIA Nutrition Reports Soaring Revenue, Persistent Losses in 2025

ADIA Nutrition, Inc. reported a significant increase in revenue for fiscal year 2025, driven by its medical procedures and biologics segments, despite continuing net losses and substantial doubt about its ability to continue as a going concern.

Summary

• Revenue increased from $6,380 in 2024 to $700,508 in 2025, primarily from sales of biologics ($443,750) and medical procedures ($245,600).
• Net loss increased from $181,067 in 2024 to $395,464 in 2025, contributing to an accumulated deficit of $15,973,482 as of December 31, 2025.
• The company's auditor raised substantial doubt about its ability to continue as a going concern.
• Disclosure controls and procedures, as well as internal control over financial reporting, were deemed ineffective as of December 31, 2025, citing a lack of formal documentation, segregation of duties, and formal review processes.
• ADIA Nutrition transitioned from a 'Shell Company' status to an operating company on June 30, 2024, following the acquisition of Biolete LLC and the establishment of medical clinics (Adia Med) and product labs (Adia Labs).
• The company successfully settled a lawsuit on May 5, 2025, resulting in the retirement of 15,495,165 common shares and 10,000,000 Series A Preferred Shares that were deemed improperly acquired.
• ADIA Nutrition operates in the stem cell therapy sector, focusing on Autologous Hematopoietic Stem Cell Transplantation (AHSCT) and Umbilical Cord Stem Cell (UCB-SC) treatments, and also has an 18% equity position in Cement Factory, LLC for supplements.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a high-risk investment due to significant and increasing net losses, a substantial accumulated deficit, and the auditor's going concern warning. Despite impressive revenue growth from a very low base, the ineffective internal controls and lack of key governance policies further compound the risk.

Positives

• Achieved significant revenue growth, increasing from $6,380 in 2024 to $700,508 in 2025, demonstrating successful operational ramp-up in its medical and biologics segments.
• Successfully launched and generated revenue from new medical clinics (Adia Med of Winter Park, LLC) and biologic product sales (Adia Labs, LLC).
• Resolved a legal dispute in its favor on May 5, 2025, leading to the cancellation of 15,495,165 common shares and 10,000,000 Series A Preferred Shares, which cleans up the capital structure and reduces potential dilution.
• Expanded its Board of Directors with four independent medical directors, enhancing expertise in medical advancements and regenerative medicine deployment.
• Reinstated its Nevada charter and filed all required reports, moving past a period of abandonment and non-compliance.
• Successfully changed its status from a 'Shell Company' to an operating company as of June 30, 2024, indicating active business operations and asset acquisition.
• Secured and expanded a line of credit facility with the CEO, providing access to working capital for continued growth.

Negatives

• Reported an increased net loss of $395,464 in 2025, up from $181,067 in 2024, indicating a worsening financial performance despite revenue growth.
• Accumulated deficit reached a substantial $15,973,482 as of December 31, 2025.
• The company's audit firm expressed 'substantial doubt about the Company's ability to continue as a going concern'.
• Disclosure controls and procedures were deemed ineffective as of December 31, 2025.
• Internal control over financial reporting was deemed ineffective as of December 31, 2025, due to material weaknesses including lack of formal documentation, segregation of duties, and formal review processes.
• The Board of Directors does not have an audit committee financial expert.
• A code of ethics has not yet been adopted, and no insider trading policies are maintained.
• The common stock is currently deemed a 'penny stock', which can limit liquidity and make it more difficult for investors to sell shares.
• No compensation agreements are in place with the CEO or CFO, and they are not currently compensated for their services.
• The company relies on a single third-party lab for the supply of its biologic products, posing a supply chain risk.
• No dividends are anticipated on common stock in the foreseeable future.

Risks

• Competitors may market products that are less expensive, safer, or more effective, or commercialize competing products sooner.
• The market may not understand or accept the company's products, which represent new classes of therapy.
• Third-party reimbursement and coverage by health insurance providers for products are currently undetermined.
• The company has incurred losses in the past and may not achieve consistent profitability, raising substantial doubt about its ability to continue as a going concern.
• Additional financing may be required to maintain reporting requirements and administrative expenses, and such financing may not be available on acceptable terms.
• Reliance on a third-party lab for product supply creates risks of interruptions, inventory loss, and non-compliance with regulatory requirements.
• FDA regulatory actions, including fines, injunctions, recalls, or production shutdowns, could adversely affect the business if non-compliant manufacturing or processing practices are found.
• The FDA may reclassify certain products from Section 361 HCT/Ps to drugs, medical devices, or biological products, requiring more stringent and costly pre-market approvals.
• Product liability claims could arise if products cause or contribute to death, serious injury, or adverse reactions, leading to significant costs and reputational damage.
• Obtaining and maintaining necessary regulatory approvals, including conducting clinical trials, for certain products could be expensive and time-consuming, with no assurance of success.
• The company may be subject to fines, penalties, and sanctions if deemed to be promoting products for unapproved uses.
• Increased prices for, or unavailability of, raw materials could adversely affect business, results of operations, and financial condition.
• Dependence on the senior leadership team and potential inability to retain or replace key employees or recruit additional qualified personnel.
• A cyberattack or significant disruptions of information technology systems could adversely affect business, results of operations, and financial condition.
• Breaches of personal data covered by HIPAA or state privacy laws could result in significant liabilities and operational disruptions.
• Public health pandemics or outbreaks could adversely impact the company's operations, workforce, supply chain, and financial position.
• Ongoing costs and demands associated with complying with laws and regulations affecting public companies.
• The stock market, particularly for thinly traded penny stocks, can experience significant volatility, limiting liquidity and affecting the ability to sell shares.
• Future issuance of additional shares of common stock may dilute existing ownership interests and depress the stock price.
• Directors and officers currently control the company, making it unlikely for other shareholders to elect directors or influence policies.
• Provisions of the Certificate of Incorporation and Bylaws may delay or prevent a takeover.

Future Outlook

Management anticipates continued growth in revenue and plans to utilize available funding resources, including its line of credit facility and ongoing Reg A offerings, to provide bridge capital, finance receivables, and support continued operational expansion. The company expects to cover its expenses with profitability, though this cannot be assured.

Management Comments

• "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."
• "We believe that our most recent profitability trend can be maintained and will continue to provide sufficient funds to pay accounting and professional fees and other expenses to fulfill our reporting obligations under the Exchange Act; however, in the event that our available funds prove to be insufficient, we will be required to seek additional financing."

Industry Context

StockSavvy.ai notes that ADIA Nutrition operates in the rapidly expanding stem cell therapy sector, projected to reach $28.89 billion globally by 2030. The company's primary focus on Autologous Hematopoietic Stem Cell Transplantation (AHSCT) and Umbilical Cord Stem Cell (UCB-SC) treatments aligns with dominant segments of the Hematopoietic Stem Cell Transplantation (HSCT) market, which is valued at around USD 3.74 billion in 2025 and projected to reach USD 6.25 billion by 2030. This market benefits from rising awareness of personalized medicine, advancements in cryopreservation technology, and increasing clinical trials for chronic diseases. ADIA's strategy of opening medical clinics and procuring/selling FDA-registered stem cell products positions it to capitalize on increasing consumer acceptance and favorable regulatory changes, particularly in Florida.

Comparison to Industry Standards

• The global HSCT market, with AHSCT as its largest component, is experiencing robust expansion driven by increasing cancer prevalence and improved accessibility, projected to reach USD 6.25 billion by 2030 at a compound annual growth rate (CAGR) of 10.79%. ADIA's entry into this market with AHSCT for MS patients and UCB-SC treatments positions it within a high-growth area.
• The umbilical cord stem cell market is valued around USD 7-8 billion in 2025, with strong expansion projected through 2032 and beyond. ADIA's AdiaVita product, containing at least 100 million stem cells and 3 trillion exosomes per unit, is competitive in this space, adhering to FDA 21 CFR part 1271 standards.
• The market for regenerative tissue products is moderately fragmented with approximately 30 to 50 competitors. ADIA's focus on specific applications and FDA-registered products (Section 361 PHSA) aims to differentiate it from less funded competitors and the broader pharmaceutical industry, which is not yet a direct competitor in this niche but is anticipated to enter through acquisitions in the future.

Management Changes

Corporate Governance

Legal Proceedings

• A lawsuit (Case Number: 2024CA001088) was filed on May 31, 2024, in Seminole County, Florida, seeking to declare void 15,495,165 shares of Common Stock held by Lotus Fund and Jason S. Coombs, and 10,000,000 shares of Series A Preferred Shares held by Shelly Singhal, on the grounds that they were not properly acquired through any consideration.
• This matter was settled in favor of the Company on May 5, 2025, resulting in the retirement of the aforementioned shares.

Related Party Transactions

• The Company leases office space from an entity controlled by the CEO and Director, Larry Powalisz.
• The CEO, Larry Powalisz, provided an unsecured line of credit facility to the Company, initially $500,000, which was increased by an additional $250,000 on June 12, 2025, bringing the total facility to $750,000.
• The line of credit bears interest at 6% per annum, calculated daily, with no stated maturity date, but the entire unpaid principal balance plus accrued interest is due and payable twelve months from the date of receipt of demand of payment by the lender.
• The total outstanding principal balance on this line of credit facility was $600,000 at December 31, 2025.
• Interest expense on this related-party line of credit was $31,597 for the year ended December 31, 2025, and $6,318 for the year ended December 31, 2024.
• Total accrued interest on the line of credit was $37,915 at December 31, 2025.

Stakeholder Impact

• Shareholders face increased risk due to the company's substantial and growing net losses, accumulated deficit, and the auditor's going concern warning. However, the cancellation of improperly issued shares is a positive for existing legitimate shareholders. The 'penny stock' status and thin trading market limit liquidity.
• Employees, particularly management, are critical to the company's success, but the lack of formal compensation agreements for the CEO and CFO and limited resources for internal controls could impact morale and operational efficiency.
• Customers benefit from the expansion of regenerative medicine therapies through Adia Med clinics and Adia Labs products, offering new treatment options for conditions like MS and orthopedic issues.
• Suppliers, especially the third-party lab providing biologic products, are crucial to the company's operations, and any disruption could severely impact product availability.
• Creditors, particularly the CEO who provides the line of credit, bear significant risk given the company's financial position and going concern issues.

Next Steps

• Generate greater revenues and obtain capital from third parties to address going concern issues.
• Utilize the existing line of credit facility and continue Regulation A offerings for funding.
• Address material weaknesses in internal control over financial reporting by hiring additional qualified management members.
• Adopt a code of ethics in the near future.
• Issue 1,000,000 shares of Series C Preferred Stock to the four independent directors.
• Issue 1,875,000 shares of Series C Preferred Stock for the membership interest in Cement Factory.
• Issue 15,000,000 shares of Series C Preferred Stock to two officers per their future employment agreements.

Key Dates

Recommendation

Despite significant revenue growth, the company's increasing net losses, substantial accumulated deficit, and the auditor's going concern warning indicate severe financial instability. The ineffective internal controls and lack of key governance policies (code of ethics, insider trading) further highlight operational and oversight deficiencies. While the market for its products is growing, the fundamental financial health and governance issues present a high risk for investors, suggesting a 'sell' recommendation until these core issues are demonstrably resolved and sustained profitability is achieved.

Keywords

ADIA Nutrition, stem cell therapy, biologics, regenerative medicine, AHSCT, Umbilical Cord Stem Cell, supplements, SEC 10-K, financial results, going concern, internal controls, corporate governance, FDA regulation, OTC Markets, healthcare innovation, Nevada corporation, product liability, cybersecurity risk, capital raise