Form 4: BIOADAPTIVES Director Mark Frissora Receives Preferred Stock as Board Compensation

BIOADAPTIVES, Inc. Director Mark P. Frissora was granted 694 shares of Series D Convertible Preferred Stock as compensation for board services, convertible into common stock at a 100:1 ratio.

Summary

• Mark P. Frissora, a Director of BIOADAPTIVES, INC. (BDPT), acquired 694 shares of Series D Convertible Preferred Stock on May 1, 2025.
• These shares were issued as compensation for board services, as per 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 these preferred shares is restricted for six months from the issuance date, except in the case of liquidation, where conversion occurs immediately.
• The Series D Convertible Preferred Stock carries significant voting rights, entitling the holder to 100 votes per share on matters of the Issuer, irrespective of the beneficial ownership limitation.
• The right to convert these preferred shares into common stock does not expire.
• Following this transaction, Mark P. Frissora beneficially owns 45,634 shares of Series D Convertible Preferred Stock directly.

Sentiment

Score: 6

Explanation: The document reports a standard compensation event for a director, which is generally a neutral to slightly positive signal as it aligns interests. There are no negative surprises or significant financial impacts disclosed.

Positives

• The issuance of preferred stock as compensation aligns the director's interests with those of the shareholders, as the value of the compensation is tied to the company's performance.
• The director's continued accumulation of company equity demonstrates commitment and confidence in the company's future.

Negatives

• The potential conversion of preferred stock into common stock could lead to future dilution for existing common shareholders, although this is a standard aspect of convertible securities.

Risks

• The 10% beneficial ownership limitation on conversion means the director cannot convert all shares if it would exceed this threshold, potentially limiting immediate liquidity.
• The six-month lock-up period on conversion (except in liquidation) restricts the immediate ability to convert preferred shares into common stock.

Future Outlook

The Series D Convertible Preferred Stock held by the director can be converted into common stock at a 100:1 ratio, subject to a 10% beneficial ownership limitation, and becomes convertible six months after issuance (except in liquidation). The conversion right does not expire, providing long-term equity participation.

Management Comments

• The Series D Convertible Preferred Stock was 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 Form 4 filing is a routine disclosure of an insider transaction, specifically the grant of equity compensation to a director. Such compensation structures are common across industries to align management and board interests with shareholder value.

Corporate Governance

Related Party Transactions

• The issuance of Series D Convertible Preferred Stock to Mark P. Frissora, a director, as compensation for board services, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Potential for minor dilution upon conversion of preferred stock into common stock, but also benefits from aligned director interests.
• Director (Mark P. Frissora): Receives equity compensation, tying personal wealth to company performance and providing significant voting influence.

Next Steps

• The Series D Convertible Preferred Stock will become eligible for conversion into common stock six months after its issuance date (November 1, 2025), subject to the beneficial ownership limitation.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Director Compensation, Convertible Preferred Stock, BIOADAPTIVES, BDPT, Equity Compensation, Corporate Governance