BioAdaptives (BDPT) director receives Series D preferred stock grant as board pay
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
Director received preferred stock as non-cash board compensation.
Director Mark P. Frissora was issued 12,500 shares of Series D Convertible Preferred Stock as consideration for board services under a Board of Directors Agreement dated February 3, 2025. This is compensation, not an open-market trade.
Each preferred share converts into 100 common shares, implying 1,250,000 common shares, but conversion is limited by a 4.9% beneficial ownership cap and generally deferred for six months. The Series D shares carry 100 votes each, so this grant primarily affects voting power and potential future equity exposure rather than immediate share float.
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 | 12,500 | $0.00 | -- |
Holdings After Transaction:
Series D Convertible Preferred Stock — 88,771 shares (Direct, null)
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 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 granted: 12,500 shares
Underlying common shares: 1,250,000 shares
Preferred shares after transaction: 88,771 shares
+2 more
5 metrics
Preferred shares granted
12,500 shares
Series D Convertible Preferred Stock issued as board compensation
Underlying common shares
1,250,000 shares
100 common shares per Series D preferred share
Preferred shares after transaction
88,771 shares
Total Series D Convertible Preferred Stock held by director
Beneficial ownership cap
4.9%
Limit on common stock ownership upon conversion
Voting power per preferred share
100 votes
Votes each Series D Convertible Preferred Stock share carries
Key Terms
Series D Convertible Preferred Stock, beneficial ownership limitation, par value, liquidation
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 financial
"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
"Series D Convertible Preferred Stock, 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.
liquidation financial
"No shares ... may be converted until six months after the date of issuance, except in the case of liquidation"
Liquidation is the process of turning a company’s assets into cash to pay off debts and close the business, often by selling property, inventory or investments. For investors it matters because liquidation determines whether there will be any money left for shareholders after creditors are paid and how much they might recover — like a garage sale where items are sold to settle bills, with leftovers (if any) shared last.
