[Form 4] BIOADAPTIVES, INC. Insider Trading Activity

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

Corporate Governance Analyst

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.

Compensation & Dilution Specialist

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRISSORA MARK P

(Last) (First) (Middle)

C/O BIOADAPTIVES, INC.

2620 REGATTA DRIVE, SUITE 102

(Street)

LAS VEGAS NV 89128

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOADAPTIVES, INC. [ BDPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(2)	10/01/2025		J(1)		1,517		04/01/2026(2)	(2)	Common Stock	151,700	$0(1)	51,524	D

Explanation of Responses:

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.

2. 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.

Remarks:

None.

	/s/ Mark P. Frissora	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did BDPT director Mark P. Frissora receive on 10/01/2025?

He received 1,517 shares of Series D Convertible Preferred Stock as board compensation, convertible into 151,700 common shares at a 100:1 ratio.

When can the Series D preferred shares be converted into common stock?

No voluntary conversion may occur until six months after issuance, except conversion on a company liquidation is immediate.

Is there any ownership limit on conversion of the Series D shares?

Yes, conversion is subject to a 10% beneficial ownership limitation, which restricts the percentage of outstanding common stock that can be held after conversion.

How many votes does each Series D preferred share carry?

Each Series D preferred share carries 100 votes on matters submitted to stockholders or consent solicitations.

Was there a cash price for the Series D preferred issuance?

The reporting indicates the common-equivalent shares underlying the Series D were issued at a $0 price as compensation for board services.