Form 4: Bioadaptives Director Receives Series D Preferred Stock

Bioadaptives, Inc. reports that Director Mark P. Frissora received Series D Convertible Preferred Stock as compensation for board services.

Summary

• Mark P. Frissora, a Director at Bioadaptives, Inc., was issued shares of Series D Convertible Preferred Stock on May 1, 2026.
• This issuance is compensation for his services as a board member, as per an agreement dated February 3, 2025.
• The Series D Preferred Stock is convertible into common stock at a 100:1 ratio, subject to a 4.9% beneficial ownership limitation.
• Conversion is restricted for six months post-issuance, except in cases of liquidation.
• Each share of Series D Preferred Stock carries 100 votes.
• The reporting person, Mark P. Frissora, also holds 71,554 shares of common stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it represents a standard compensation arrangement for a director and does not inherently signal positive or negative performance for the company.

Positives

• Director compensation is being issued in the form of convertible preferred stock, aligning incentives.
• The convertible preferred stock provides voting rights, allowing the director to participate in corporate governance.
• The structure allows for potential future conversion into common stock, benefiting the holder as the company grows.

Negatives

• The conversion of preferred stock into common stock is subject to a 4.9% beneficial ownership limitation, potentially capping upside for the holder.
• There is a six-month lock-up period on conversion, delaying the realization of common stock benefits unless liquidation occurs.

Risks

• The 4.9% beneficial ownership limitation could restrict the director's ability to convert all preferred shares into common stock if the company's stock price increases significantly.
• The six-month waiting period for conversion means the director's direct stake in common stock will not increase immediately, potentially impacting their immediate alignment with common shareholders in certain scenarios.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports a change in beneficial ownership.

Industry Context

StockSavvy.ai notes that the issuance of convertible preferred stock as director compensation is a common practice in the biotechnology and technology sectors, often used to attract and retain experienced board members by offering potential upside while managing immediate dilution.

Corporate Governance

Related Party Transactions

• The issuance of Series D Convertible Preferred Stock to Director Mark P. Frissora for board services is a related party transaction.

Stakeholder Impact

• Shareholders: Potential for increased voting power by the director and future dilution if preferred stock is converted to common stock. The 4.9% limitation may mitigate significant control shifts.
• Employees: No direct impact mentioned.
• Creditors: No direct impact mentioned.
• Suppliers: No direct impact mentioned.

Next Steps

• The Series D Convertible Preferred Stock may be converted into common stock after November 1, 2026, subject to beneficial ownership limitations.
• The director will continue to provide services as a board member for Bioadaptives, Inc.

Key Dates

Keywords

Form 4, SEC Filing, Bioadaptives, BDPT, Mark P. Frissora, Director Compensation, Series D Convertible Preferred Stock, Beneficial Ownership, Stock Conversion