Thursday, January 30, 2014 5:09:22 PM
Bill Hodson has asked that he be allowed to communicate with the investors, so I am deferring to him but of course everyone is very busy so I will clarify this point, below. Going forward there will be a different forum for public discussions about Homeland Forensics, Inc. and Public Startup Company, Inc. even if that forum ends up being hosted elsewhere, away from investorshub.com if they won't or if they are not allowed to host such a discussion forum for some reason. I have not looked into that question yet.
The spin-out of Homeland Forensics, Inc. will be what it originally was meant to be, and what it was announced to be all the way back on 2011: a proper spin-out by way of a stock dividend to the holders of ADIA shares on the dividend ex date. This requires FINRA approval prior to the declaration of the dividend, so the dividend ex date has not yet been determined.
If ADIA were a 1934 Exchange Act-registered issuer then we could perhaps do this spin-out in the form of a new public company with a registered class of security, but that is not possible in the case of a private company that has an OTC ticker symbol assigned to its unregistered securities which is what ADIA is today.
When a new corporation is spun out from an existing private corporation, the new corporation is a private company just like the parent is -- being quoted OTC does not make a company "public" in terms of the 1934 Exchange Act nor does it impose any public disclosure obligations pursuant thereto.
Describing the spin-out as a "private company" that will be incorporated in Washington, D.C. is the most accurate way to differentiate this from a public spin-out. It is important to understand that ADIA itself is not a public company today and that it has no disclosure obligations pursuant to the 1934 Exchange Act despite still having an OTC quotation for its Common stock.
The spin-out of Homeland Forensics, Inc. will be what it originally was meant to be, and what it was announced to be all the way back on 2011: a proper spin-out by way of a stock dividend to the holders of ADIA shares on the dividend ex date. This requires FINRA approval prior to the declaration of the dividend, so the dividend ex date has not yet been determined.
If ADIA were a 1934 Exchange Act-registered issuer then we could perhaps do this spin-out in the form of a new public company with a registered class of security, but that is not possible in the case of a private company that has an OTC ticker symbol assigned to its unregistered securities which is what ADIA is today.
When a new corporation is spun out from an existing private corporation, the new corporation is a private company just like the parent is -- being quoted OTC does not make a company "public" in terms of the 1934 Exchange Act nor does it impose any public disclosure obligations pursuant thereto.
Describing the spin-out as a "private company" that will be incorporated in Washington, D.C. is the most accurate way to differentiate this from a public spin-out. It is important to understand that ADIA itself is not a public company today and that it has no disclosure obligations pursuant to the 1934 Exchange Act despite still having an OTC quotation for its Common stock.
Recent ADIA News
- Adia Nutrition, Inc. Announces Corporate Name Change to Adia Med, Inc. to Better Align with Its Regenerative Medicine and Biologics Business Model • Newsfile • 04/15/2026 12:30:00 PM
- Adia Nutrition Strikes Major Partnership with Leading Atlanta Clinic to Launch Groundbreaking Autism Clinical Study • Newsfile • 04/08/2026 12:30:00 PM
- Adia Nutrition, Inc. Reports Strong Revenue Growth in 2025 Annual Report, Highlighting Transition to Regenerative Medicine and Full SEC Reporting Status • Newsfile • 04/01/2026 02:07:00 PM
- Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405] • Edgar (US Regulatory) • 03/31/2026 07:49:04 PM
- Tonight: Adia Nutrition and UCF CARD Host Live Zoom on Revolutionary Stem Cell Study for Autism - Strong Interest Already Building • Newsfile • 03/24/2026 12:00:00 PM
- Adia Med of Winter Park Appoints Amy Dalrymple, APRN, Former Mrs. Florida United States, to Lead Regenerative Aesthetics Division • Newsfile • 03/17/2026 01:30:00 PM
- Adia Med Unveils a Fresh Facelift: New Website by ZenChange Marketing Spotlights Cutting-Edge Regenerative Medicine Studies • Newsfile • 03/09/2026 01:38:00 PM
- Adia Nutrition Announces Submission of Final Revised Protocol for Lower Back Pain Study with AdiaVita • Newsfile • 03/03/2026 03:20:00 PM
- Adia Med of Winter Park Expands into Cosmetics Due to High Patient Demand - Now Interviewing Nurse Practitioners for Hair Growth and Aesthetic Procedures • Newsfile • 02/24/2026 01:30:00 PM
- Adia Nutrition Announces Subsidiary Adia Med's Submission of Second Clinical Study for IRB Review Targeting Lower Back Pain with AdiaVita • Newsfile • 02/16/2026 02:00:00 PM
- Adia Nutrition Inc. Plans to Initiate Four to Five New Clinical Studies in 2026, Including Expansions in Autism and New Rheumatoid Arthritis Research • Newsfile • 02/09/2026 01:31:00 PM
- Adia Nutrition Inc. Announces Effectiveness of Form 10 Registration Statement - Now a Fully Reporting SEC Company and Advancing Toward Next Phase of Growth and NASDAQ Uplisting • Newsfile • 02/04/2026 02:32:00 PM
- Adia Nutrition Inc. Announces Dr. Brian Browning as Lead Physician for All Orthopedic Treatments and Specialties at Adia Med • Newsfile • 02/02/2026 02:00:00 PM
- Adia Nutrition Announces Documentary Featuring WWE/TNA Superstar Elias/Elijah Jeff Sciullo's Recovery with Adia Med's AdiaVita Stem Cell Treatment • Newsfile • 01/28/2026 03:00:00 PM
- Adia Nutrition Announces Every Child in Autism Stem Cell Study Receives Umbilical Cord Blood-Derived Stem Cell Treatments Three Times - Open Nationwide and Worldwide with Participation Cost • Newsfile • 01/26/2026 03:00:00 PM
- Adia Nutrition Inc. Receives Notification from SEC: Form 10 to Become Effective on February 3, 2026 • Newsfile • 01/20/2026 02:30:00 PM
- Adia Nutrition Promotes Emmanuela Derisbrun, APRN, FNP-C, to Provider Role Amid Growing Patient Demand and Launch of Autism IRB Study • Newsfile • 01/15/2026 04:03:00 PM
- Adia Med Kicks Off Recruitment Today for Innovative Autism Stem Cell Study • Newsfile • 01/13/2026 03:16:00 PM
- ADIA Nutrition Appoints Dawn Bell as Chief Revenue Officer to Accelerate Growth and Drive Success Across Physician Network • Newsfile • 01/08/2026 01:30:00 PM
- Adia Nutrition Inc. Announces Landmark Autism Spectrum Disorder Clinical Study Now Live on ClinicalTrials.gov • Newsfile • 01/05/2026 03:21:00 PM
- Adia Nutrition Inc. Recaps Transformative 2025: Explosive Growth, Strategic Focus, and Path to Nasdaq Uplisting • Newsfile • 12/29/2025 02:00:00 PM
- Adia Labs Launches Turnkey Clinic Model for Chiropractic Practices with BoldMD • Newsfile • 12/17/2025 02:48:00 PM
- Adia Nutrition Inc. Announces IRB Approval from BeyondBound for Adia Med's Autism Clinical Study • Newsfile • 12/15/2025 03:30:00 PM
- Adia Nutrition Inc. Files SEC Form 10 as Strategic Step Toward Full Reporting Status • Newsfile • 12/08/2025 02:00:00 PM
- Form 10-12G - Registration of securities [Section 12(g)] • Edgar (US Regulatory) • 12/05/2025 05:56:55 PM
