Form 4: BIOADAPTIVES Director Acquires Convertible Preferred Stock

BIOADAPTIVES Director Mark P. Frissora acquired 1,307 shares of Series D Convertible Preferred Stock as compensation for board services.

Summary

• Mark P. Frissora, a Director and 10% owner of BIOADAPTIVES, INC. (BDPT), acquired 1,307 shares of Series D Convertible Preferred Stock.
• These shares were issued as compensation for board services, pursuant to a Board of Directors Agreement dated February 3, 2025.
• Each share of Series D Convertible Preferred Stock is convertible into 100 shares of common stock, subject to a 10% beneficial ownership limitation.
• Conversion of the preferred stock is restricted for six months from the issuance date, except in the case of liquidation.
• Each Series D Convertible Preferred Stock share carries 100 votes on company matters, without regard to the beneficial ownership limitation.
• Following this transaction, Mr. Frissora beneficially owns a total of 48,501 shares of Series D Convertible Preferred Stock.

Sentiment

Score: 6

Explanation: The acquisition of convertible preferred stock by a director as compensation aligns management's interests with shareholders, which is generally viewed positively. However, the filing itself is purely transactional and does not contain performance data.

Positives

• Director Mark P. Frissora received equity compensation, which aligns his financial interests with those of the company's shareholders.
• The Series D Convertible Preferred Stock provides significant voting power to the holder, with 100 votes per share.

Negatives

• The Series D Convertible Preferred Stock cannot be converted into common stock for six months from the issuance date, except in liquidation, limiting immediate liquidity.
• A 10% beneficial ownership limitation applies to the conversion of preferred stock into common stock, potentially restricting the full conversion of shares at once.

Risks

• Conversion of Series D Convertible Preferred Stock is subject to a 10% beneficial ownership limitation, which could restrict the holder's ability to convert all shares at once.
• The Series D Convertible Preferred Stock cannot be converted into common stock for six months from the issuance date, except in the case of liquidation, limiting immediate liquidity for the holder.

Future Outlook

The right to convert the Series D Convertible Preferred Stock into common stock does not expire.

Management Comments

• Shares of Series D Convertible Preferred Stock were issued as compensation for board services pursuant to a Board of Directors Agreement dated February 3, 2025, between the Issuer and the Reporting Person.

Industry Context

This filing is a standard disclosure of an insider equity transaction, common across all industries for publicly traded companies. It reflects a director's compensation structure involving equity.

Comparison to Industry Standards

• NA

Related Party Transactions

• Issuance of 1,307 shares of Series D Convertible Preferred Stock to Director Mark P. Frissora as compensation for board services.

Stakeholder Impact

• Shareholders: Potential for future dilution upon conversion of preferred stock into common stock, but also increased alignment of a director's interests with shareholder value.
• Management: Director Mark P. Frissora receives equity compensation, aligning his financial interests with the company's performance.

Next Steps

• Conversion of Series D Convertible Preferred Stock into common stock can occur six months after issuance (February 1, 2026), subject to beneficial ownership limitations.

Key Dates

Keywords

BIOADAPTIVES, BDPT, Mark P. Frissora, Form 4, Director Compensation, Convertible Preferred Stock, Equity Compensation, Insider Transaction, SEC Filing