BDPT director award: 1,517 Series D preferred convertible to 151,700 common
Rhea-AI Filing Summary
Mark P. Frissora, a director of BioAdaptives, Inc. (BDPT), received compensation in the form of Series D Convertible Preferred Stock on 10/01/2025. He was issued 1,517 shares of Series D Convertible Preferred Stock as board-service compensation under a Board of Directors Agreement dated 02/03/2025. Each preferred share converts into 100 shares of common stock, so the issuance represents economic exposure to 151,700 common shares, subject to a 10% beneficial ownership cap. Conversions are restricted for six months from issuance (except on liquidation), and each Series D preferred share carries 100 votes at stockholder meetings. The reporting indicates direct ownership following the transaction and no cash price was paid for the preferred shares.
Positive
- Board compensation was structured in equity rather than cash, conserving company cash resources
- Conversion restriction (six-month hold and 10% cap) limits immediate dilution and concentration
Negative
- Large voting power per preferred share (100 votes each) could affect governance if conversion conditions change
- Potential dilution of 151,700 common-equivalent shares upon conversion may dilute existing shareholders over time
Insights
Director received equity compensation with strong voting rights but conversion limits.
The issuance of 1,517 Series D shares creates potential voting influence because each preferred share equals 100 votes, translating to 151,700 common-equivalent votes if converted. However, the 10% beneficial ownership limitation and the six-month conversion restriction materially limit immediate ownership concentration and dilution.
The key dependencies are the six-month holding period before voluntary conversion and the 10% cap, which both constrain near-term share conversion and control changes. Monitor the six-month window for any related governance actions or liquidity events that could trigger conversion or affect voting dynamics.
Equity comp creates future dilution but was granted for board services, not cash purchase.
The award was issued as board compensation under an agreement dated 02/03/2025, with a stated $0 price for the underlying common-equivalent shares. If fully converted, the preferred would add 151,700 common-equivalent shares, which is the immediate dilution metric investors should note when assessing share count changes once conversion is permitted.
Watch for filings after the six-month restriction or any amendments to the beneficial ownership limit that would affect conversion timing or dilution magnitude over the next six months.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series D Convertible Preferred Stock | 1,517 | $0.00 | -- |
Footnotes (1)
- Represents shares of Series D Convertible Preferred Stock issued as compensation for board services pursuant to that certain Board of Directors Agreement, dated February 3, 2025, between the Issuer and the Reporting Person. The Reporting Person's shares of Series D Convertible Preferred Stock, par value $0.0001 per share, are convertible into shares of common stock, par value $0.0001 per share, at a ratio of 100 shares of common stock for each share of Series D Convertible Preferred Stock, subject to a 10% beneficial ownership limitation. No shares of Series D Convertible Preferred Stock may be converted until six months after the date of issuance, except in the case of liquidation, whereupon the conversion will occur immediately. Each share of Series D Convertible Preferred Stock outstanding at the time of a meeting of stockholders or a solicitation of consent is entitled to 100 votes on matters of the Issuer, without regard to the beneficial ownership limitation. The right to convert does not expire.
