BIOADAPTIVES (BDPT) director receives Series D preferred stock as board compensation

Rhea-AI Filing Summary

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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FRISSORA MARK P

Role null

Type	Security	Shares	Price	Value
Other	Series D Convertible Preferred Stock	4,717	$0.00	--

Holdings After Transaction: Series D Convertible Preferred Stock — 76,271 shares (Direct, null)

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 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 4.9% 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.

Key Figures

Preferred shares issued: 4,717 shares Underlying common shares: 471,700 shares Preferred holdings after transaction: 76,271 shares +3 more

6 metrics

Preferred shares issued 4,717 shares Series D Convertible Preferred Stock issued as board compensation

Underlying common shares 471,700 shares Common stock underlying the 4,717 preferred shares at 100-for-1 ratio

Preferred holdings after transaction 76,271 shares Total Series D Convertible Preferred Stock held directly after transaction

Beneficial ownership limit 4.9% Maximum beneficial ownership allowed upon conversion of preferred into common

Conversion ratio 100:1 Each preferred share convertible into 100 common shares

Voting rights per preferred share 100 votes Votes each Series D Convertible Preferred share carries on issuer matters

Key Terms

Series D Convertible Preferred Stock, beneficial ownership limitation, par value, Board of Directors Agreement

4 terms

Series D Convertible Preferred Stock financial

"Represents shares of Series D Convertible Preferred Stock issued as compensation for board services"

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.

beneficial ownership limitation regulatory

"at a ratio of 100 shares of common stock for each share ... 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 $0.0001 per share"

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.

Board of Directors Agreement financial

"issued as compensation for board services pursuant to that certain Board of Directors Agreement, dated February 3, 2025"

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Form 4 Insider Transactions: What Each Field Means →

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
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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

X	Form 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)
			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)	06/01/2026		J(1)		4,717		12/01/2026(2)	(2)	Common Stock	471,700	$0(1)	76,271	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 4.9% 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	06/03/2026
	** 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).
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?

Mark P. Frissora reported receiving 4,717 shares of Series D Convertible Preferred Stock as compensation for board services. This is a non‑cash award under a Board of Directors Agreement and represents a derivative security linked to BIOADAPTIVES common stock.

How many BIOADAPTIVES (BDPT) preferred shares does Mark P. Frissora hold after this Form 4?

Following the reported transaction, Mark P. Frissora directly holds 76,271 shares of BIOADAPTIVES Series D Convertible Preferred Stock. This figure reflects his total reported preferred holdings after the compensation issuance disclosed in the Form 4.

What is the conversion ratio of BIOADAPTIVES (BDPT) Series D Convertible Preferred Stock?

Each share of BIOADAPTIVES Series D Convertible Preferred Stock is convertible into 100 shares of common stock. The filing states a 100-for-1 conversion ratio between preferred and common shares, creating significant potential common stock exposure per preferred share.

Are there ownership limits on converting BIOADAPTIVES (BDPT) Series D Convertible Preferred Stock?

Yes. Conversion of BIOADAPTIVES Series D Convertible Preferred Stock is subject to a 4.9% beneficial ownership limitation. This cap restricts conversions that would push the holder’s beneficial ownership above 4.9%, limiting how much can be turned into common stock at one time.

When can the reported BIOADAPTIVES (BDPT) preferred shares be converted into common stock?

The preferred shares cannot be converted until six months after the date of issuance, except in a liquidation where conversion occurs immediately. The filing also notes that the right to convert does not expire, providing an ongoing conversion feature.

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

Each Series D Convertible Preferred share is entitled to 100 votes on issuer matters at stockholder meetings or consent solicitations. These voting rights apply without regard to the beneficial ownership limitation governing conversion into common stock.