Form 4: Bioadaptives Director Receives Stock Grant
Statement of Changes in Beneficial Ownership
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 12,500 shares of Series D Convertible Preferred Stock on July 1, 2026.
- This stock issuance is compensation for his board services under an agreement dated February 3, 2025.
- The Series D Convertible Preferred Stock is convertible into common stock at a ratio of 100:1, 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 Convertible Preferred Stock carries 100 votes per share.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, as it reports a standard director compensation event without indicating significant positive or negative financial performance or strategic shifts.
Positives
- Director compensation in the form of equity aligns incentives with the company's performance.
- The convertible preferred stock provides potential for future common stock ownership.
- Each preferred share carries significant voting power (100 votes per share), enhancing director influence.
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.
Risks
- The 4.9% beneficial ownership limitation could restrict the ability to convert all preferred shares into common stock.
- Market conditions or company performance could impact the value of the common stock upon conversion.
- The conversion ratio is subject to adjustments, though not explicitly detailed in this filing.
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 compensation for board services is a common practice in the biotechnology and technology sectors, particularly for early-stage or growth-oriented companies like Bioadaptives, Inc. This structure aims to attract and retain experienced directors by offering equity-based incentives tied to the company's future success.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Compensation | Issuance of Series D Convertible Preferred Stock to Director Mark P. Frissora as compensation for board services. | 07/01/2026 | Aligns director incentives with company performance and provides voting rights. |
| Voting Rights | Each share of Series D Convertible Preferred Stock is entitled to 100 votes per share. | 07/01/2026 | Significantly increases the voting power of the Series D Preferred Stockholders. |
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: The conversion of preferred stock into common stock could dilute existing common shareholder equity, depending on the timing and extent of conversion. The increased voting power of the preferred stock also impacts shareholder influence.
- Employees: No direct impact mentioned.
- Management: Aligns director incentives with company performance.
- Creditors: No direct impact mentioned.
Next Steps
- Mark P. Frissora may convert his Series D Convertible Preferred Stock into common stock after January 1, 2027, subject to the 4.9% beneficial ownership limitation.
- The Series D Convertible Preferred Stock may be converted immediately in the event of liquidation.
Key Dates
| Date | Description |
|---|---|
| 02/03/2025 | Date of the Board of Directors Agreement between Bioadaptives, Inc. and Mark P. Frissora. |
| 07/01/2026 | Date of issuance of Series D Convertible Preferred Stock to Mark P. Frissora. |
| 01/01/2027 | Earliest date for conversion of Series D Convertible Preferred Stock into common stock. |
| 07/06/2026 | Date of signature for the Form 4 filing. |
Keywords
Form 4, SEC Filing, Bioadaptives Inc., Mark P. Frissora, Director Compensation, Convertible Preferred Stock, Equity Grant, Beneficial Ownership, BDPT
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