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BIOADAPTIVES (BDPT) director granted Series D preferred stock tied to board service

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

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Insider FRISSORA MARK P
Role Director
Type Security Shares Price Value
Other Series D Convertible Preferred Stock 4,386 $0.00 --
Holdings After Transaction: Series D Convertible Preferred Stock — 66,746 shares (Direct)
Footnotes (1)
  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 theReporting 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 ofcommon stock for each share of Series D Convertible Preferred Stock, subject to a 4.9% beneficial ownership limitation. No shares of Series D Convertible Preferred Stock may be converted until six monthsafter 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 ofstockholders 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.
Preferred shares granted 4,386 shares Series D Convertible Preferred Stock granted as board compensation
Underlying common shares 438,600 shares 100 common shares for each Series D preferred share
Preferred shares after transaction 66,746 shares Total Series D Convertible Preferred Stock held directly after transaction
Beneficial ownership cap 4.9% Limitation on beneficial ownership upon conversion to common stock
Voting power per preferred share 100 votes Votes each Series D Convertible Preferred share holds on issuer matters
Conversion ratio 100:1 100 common shares for each Series D Convertible Preferred share
Series D Convertible Preferred Stock financial
"Represents shares of Series D Convertible Preferred Stock issued as compensation"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
Board of Directors Agreement financial
"pursuant to that certain Board of Directors Agreement, dated February 3, 2025"
beneficial ownership limitation financial
"subject to a 4.9% beneficial ownership limitation"
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.
par value financial
"par value $0.0001 per share, are convertible into shares of common stock"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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 NEVADA 89128

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BIOADAPTIVES, INC. [ BDPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series D Convertible Preferred Stock(2)04/01/2026J(1)4,38610/01/2026 (2)Common Stock438,600$0(1)66,746D
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 theReporting 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 ofcommon stock for each share of Series D Convertible Preferred Stock, subject to a 4.9% beneficial ownership limitation. No shares of Series D Convertible Preferred Stock may be converted until six monthsafter 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 ofstockholders 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:
/s/ Mark P. Frissora04/03/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BIOADAPTIVES (BDPT) director Mark P. Frissora report?

Director Mark P. Frissora reported an other-type derivative transaction involving Series D Convertible Preferred Stock. He received 4,386 preferred shares as compensation for board services, rather than through an open-market purchase or sale, according to the disclosed Board of Directors Agreement.

How many BIOADAPTIVES (BDPT) preferred shares did Mark P. Frissora receive and what do they represent?

Mark P. Frissora received 4,386 shares of Series D Convertible Preferred Stock. Each preferred share is convertible into 100 common shares, representing 438,600 underlying common shares in total, subject to a 4.9% beneficial ownership limitation as described in the filing footnotes.

When can the Series D Convertible Preferred Stock reported by BDPT’s director be converted?

The Series D Convertible Preferred Stock generally cannot be converted into common stock until six months after the date of issuance. An exception applies in the case of liquidation, when conversion would occur immediately, and the right to convert does not expire under the stated terms.

What voting rights do BIOADAPTIVES (BDPT) Series D Convertible Preferred shares carry?

Each share of Series D Convertible Preferred Stock carries 100 votes on matters of the issuer. These voting rights apply at meetings of stockholders or when consents are solicited, and they are not limited by the 4.9% beneficial ownership conversion limitation described for the preferred shares.

What is the beneficial ownership limitation on BDPT’s Series D Convertible Preferred Stock?

The Series D Convertible Preferred Stock is subject to a 4.9% beneficial ownership limitation. This means conversions into common stock are restricted so that the holder’s beneficial ownership does not exceed 4.9% of outstanding common shares, as described in the transaction footnote language.

How many Series D Convertible Preferred shares does Mark P. Frissora hold after this BDPT transaction?

After the reported transaction, Mark P. Frissora directly holds 66,746 shares of Series D Convertible Preferred Stock. This post-transaction balance reflects his position following the 4,386-share grant disclosed as compensation for board services in the Form 4 filing.
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