Adapti (ADTI) Executive Chair details stock and convertible note stakes
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Adapti, Inc. names Jeffrey Thomas Campbell as Executive Chairman and reports his initial equity interests. He indirectly holds 10,000 shares of common stock through the Campbell Trust and directly owns 1,785 shares of common stock.
Campbell is trustee of the Campbell Trust with sole voting and investment power over its holdings. He also holds two convertible promissory notes: a 5% Subordinated Convertible Promissory Note with an initial principal of $492,800, maturing on 8/14/2028, convertible at $3.08 per share, which as of 5/28/2026 is convertible into 166,290 common shares; and a 12% Convertible Promissory Note purchased for $100,000 on 9/24/2024, maturing on 9/25/2026, also convertible at $3.08 per share and, as of 5/28/2026, convertible into 38,978 common shares subject to a 4.99% beneficial ownership limitation that may be increased on 61 days’ notice.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Campbell Jeffrey Thomas
Role
Executive Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | 5% Subordinated Convertible Promissory Note | -- | -- | -- |
| holding | 12% Convertible Promissory Note | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
5% Subordinated Convertible Promissory Note — 0 shares (Direct, null);
12% Convertible Promissory Note — 0 shares (Indirect, By the Campbell Trust);
Common Stock — 1,785 shares (Direct, null);
Common Stock — 10,000 shares (Indirect, By the Campbell Trust)
Footnotes (1)
- Mr. Campbell was appointed as Executive Chairman of the Issuer on 8/14/2025. Mr. Campbell serves as trustee of the Campbell Trust and has sole investment and voting power over the securities held by this entity. The 5% Subordinated Convertible Promissory Note ("Note") was issued as a bonus for the Issuer's completion of the Ballengee Group, LLC acquisition. The Note had a principal amount of $492,800 at issuance. The Note matures on 8/14/2028 and is convertible by holder at any time. As of 5/28/2026, the Note, including accrued interest, is convertible into 166,290 shares of Common Stock based on a conversion price of $3.08 per share. The Issuer may force conversion of this note at maturity at the same conversion price. The 12% Convertible Promissory Note ("12% Note") was purchased by holder for $100,000 on 9/24/2024. The 12% Note has a 12% bridge fee payable in cash at either maturity or conversion. The 12% Note matures on 9/25/2026 and is convertible by holder at any time. As of 5/28/2026, the 12% Note, including accrued interest, is convertible into 38,978 shares of Common Stock based on a conversion price of $3.08 per share, subject to a beneficial ownership limitation of 4.99% (may be increased on 61 days' notice).
Key Figures
Indirect common shares: 10,000 shares
Direct common shares: 1,785 shares
5% note principal: $492,800
+5 more
8 metrics
Indirect common shares
10,000 shares
Held by the Campbell Trust
Direct common shares
1,785 shares
Directly owned by Jeffrey Campbell
5% note principal
$492,800
Principal amount at issuance
5% note conversion price
$3.08 per share
Conversion price into common stock
Shares from 5% note
166,290 shares
Convertible as of May 28, 2026
12% note purchase amount
$100,000
Paid on September 24, 2024
Shares from 12% note
38,978 shares
Convertible as of May 28, 2026
Beneficial ownership cap
4.99%
Limit on 12% note conversions
Key Terms
Subordinated Convertible Promissory Note, Convertible Promissory Note, beneficial ownership limitation, bridge fee, +1 more
5 terms
Subordinated Convertible Promissory Note financial
"The 5% Subordinated Convertible Promissory Note ("Note") was issued as a bonus"
Convertible Promissory Note financial
"The 12% Convertible Promissory Note ("12% Note") was purchased by holder for $100,000"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
beneficial ownership limitation regulatory
"subject to a beneficial ownership limitation of 4.99% (may be increased on 61 days' notice)"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
bridge fee financial
"The 12% Note has a 12% bridge fee payable in cash at either maturity or conversion"
subordinated financial
"The 5% Subordinated Convertible Promissory Note ("Note") was issued as a bonus"
Debt or claims described as subordinated have lower priority for repayment than other obligations if a borrower defaults or goes into bankruptcy; think of them as standing at the back of the line while other creditors are served first. That matters to investors because subordinated instruments usually offer higher interest or returns to compensate for greater risk, but they also face a higher chance of partial or total loss if the issuer cannot meet its obligations.
FAQ
What equity stake does Adapti (ADTI) Executive Chairman Jeffrey Campbell report on this Form 3?
Jeffrey Campbell reports 10,000 Adapti common shares held indirectly through the Campbell Trust and 1,785 shares held directly. Together, these positions show his initial reported ownership as Executive Chairman at the time of this filing.
What are the key terms of Jeffrey Campbell’s 5% Subordinated Convertible Promissory Note in Adapti (ADTI)?
The 5% Subordinated Convertible Promissory Note had a principal of $492,800 at issuance and matures on August 14, 2028. As of May 28, 2026, it is convertible into 166,290 Adapti common shares at a $3.08 conversion price.
How is Jeffrey Campbell’s 12% Convertible Promissory Note in Adapti (ADTI) structured?
The 12% Convertible Promissory Note was purchased for $100,000 on September 24, 2024 and matures on September 25, 2026. As of May 28, 2026, it is convertible into 38,978 Adapti common shares at $3.08 per share, with a 4.99% beneficial ownership cap.
What is the beneficial ownership limitation on Campbell’s 12% note in Adapti (ADTI)?
The 12% Convertible Promissory Note is subject to a 4.99% beneficial ownership limitation, which restricts conversion above that level. This cap may be increased by the holder on 61 days’ prior notice under the note’s terms.
Can Adapti (ADTI) force conversion of Jeffrey Campbell’s 5% Subordinated Convertible Promissory Note?
Yes. The company may force conversion of the 5% Subordinated Convertible Promissory Note at maturity at the same $3.08 per share conversion price, based on the terms described in the filing’s footnotes.