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BIOADAPTIVES, INC. (BDPT) reported a small net profit for the three and six months ended June 30, 2026, driven primarily by non‑cash derivative valuation gains rather than core operations. For the quarter, revenue was $4,988 with a gross profit of $4,240, while operating expenses of $201,416 produced an operating loss of $197,176.
Other income of $347,266, mainly a $446,730 gain from the change in fair value of derivative liabilities, led to quarterly net income of $150,090 (basic EPS $0.01). For the first half, revenue totaled $10,502, the operating loss was $395,394, and net income was $39,004 versus a $355,050 loss a year earlier.
The balance sheet remains highly stressed: total assets were only $78,767 against total liabilities of $1,844,874, including $1,050,397 of derivative liabilities and $490,629 of current convertible notes. Stockholders’ deficit was $1,766,107, with an accumulated deficit of $10,682,200. Management discloses substantial doubt about the company’s ability to continue as a going concern, cites material weaknesses in internal control, and notes defaults on legacy 12% debentures while seeking additional financing and relying on equity issuances.
Bioadaptives, Inc. filed a notification that its Quarterly Report on Form 10-Q for the period ended June 30, 2026 will be filed late. The company states it needs additional time for compilation and review to ensure adequate disclosure of information required in the report and indicates it expects to file the Form 10-Q within the additional time allowed under Rule 12b-25.
BioAdaptives, Inc. director Mark P. Frissora acquired 15,152 shares of Series D Convertible Preferred Stock as compensation for board services under a February 3, 2025 agreement. Each preferred share is convertible into 100 common shares, for 1,515,152 underlying shares, subject to a 4.9% beneficial ownership limit. The award increases his holdings to 103,923 preferred shares, which carry 100 votes per share and cannot be converted for six months after issuance except upon liquidation.
BioAdaptives, Inc. reported that director Mark P. Frissora received 12,500 shares of Series D Convertible Preferred Stock as compensation for board services. Each preferred share is convertible into 100 common shares, for 1,250,000 underlying common shares, subject to a 4.9% beneficial ownership cap. Following this grant, he holds 88,771 Series D preferred shares. The preferred shares carry 100 votes each and generally cannot be converted for six months, except upon liquidation.
BIOADAPTIVES, INC. director Mark P. Frissora reported an issuance of 4,717 shares of Series D Convertible Preferred Stock as compensation for board services under a Board of Directors Agreement. These preferred shares are convertible into 471,700 shares of common stock at a 100-for-1 ratio, subject to a 4.9% beneficial ownership limitation.
After this transaction, he holds 76,271 shares of Series D Convertible Preferred Stock directly. Each preferred share carries 100 votes on stockholder matters and cannot be converted until six months after issuance, except that conversion occurs immediately in a liquidation, with the conversion right not expiring.
BioAdaptives Inc. reported a net loss of $111,086 for the quarter ended March 31, 2026, an improvement from a loss of $197,136 a year earlier, as operating expenses declined. The company recorded its first reported revenues of $5,514, generating a small gross profit of $4,113, but its business remains at an early stage.
Liquidity is very tight. Cash was only $73,606 and total current assets $123,449, versus current liabilities of $2,272,091, resulting in a working capital deficit and a stockholders’ deficit of $2,136,142. This includes sizeable derivative liabilities of $1,563,920 and convertible notes of $424,211, all current.
Management states that recurring losses and the need for additional capital raise substantial doubt about the company’s ability to continue as a going concern. To conserve cash, BioAdaptives issued $105,000 of Series D preferred stock as compensation and continues to rely on related-party financing. Internal controls over financial reporting are deemed ineffective due to material weaknesses. The company is rolling out new nutraceutical and pet-health products, including PawPa Regen, MyndMed, Xcellara and, after quarter-end, the MyndSystem line, but these launches have not yet offset ongoing operating and financing pressures.
BioAdaptives, Inc. director Mark P. Frissora reported an award of Series D Convertible Preferred Stock as board compensation. He received 4,808 shares of Series D Convertible Preferred Stock as compensation for board services under a Board of Directors Agreement dated February 3, 2025.
Each Series D share is convertible into 100 shares of common stock, so this grant is currently linked to 480,800 common shares, subject to a 4.9% beneficial ownership limitation. The preferred shares generally cannot be converted for six months after issuance, except that conversion occurs immediately in a liquidation. Each preferred share carries 100 votes on stockholder matters, and the right to convert does not expire. Following this grant, Frissora directly holds 71,554 shares of Series D Convertible Preferred Stock.
BioAdaptives, Inc. reported very small revenues and mounting losses for the year ended December 31, 2025. Revenue was $18,278, while a net loss of $1,557,898 drove its accumulated deficit to $10,721,204. Operating expenses of $1,054,670 far exceeded sales as the company invested in product development, marketing, and professional services.
Cash was $158,445, and operations used $516,025 of cash, funded mainly by issuing Series D preferred stock and new convertible notes. The balance sheet shows derivative liabilities of $1,738,804 and convertible notes of $352,332. The independent auditor highlighted substantial doubt about the company’s ability to continue as a going concern.
BioAdaptives focuses on nutraceuticals and wellness products for humans and animals, including MyndMed™, Xcellara™, Zeranovia™ and PawPa® Regen, alongside an FDA‑cleared Lung Flute™ device. Several products are in development or pre‑launch, and the company plans to grow through direct‑to‑consumer marketing, telehealth partnerships, and affiliate programs, but remains dependent on external financing.
BIOADAPTIVES, INC. director Mark P. Frissora reported an other-type derivative transaction involving Series D Convertible Preferred Stock. He received 4,386 shares of Series D Convertible Preferred Stock as compensation for board services under a Board of Directors Agreement dated February 3, 2025, at a stated price of $0.0000 per share.
Each preferred share is convertible into 100 shares of common stock, for 438,600 underlying common shares, subject to a 4.9% beneficial ownership limitation. The preferred shares generally cannot be converted until six months after issuance, except upon liquidation, and each preferred share carries 100 votes on matters submitted to stockholders. Following this grant, Frissora directly holds 66,746 shares of Series D Convertible Preferred Stock.
BioAdaptives, Inc. submitted a Form 12b-25 notification stating it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company attributes the delay to completing disclosures and finalizing financial statements with its independent public accountant. The notice is signed by James E. Keener, CEO on March 31, 2026.