BioAdaptives, Inc. (BDPT) director receives Series D preferred stock grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
BioAdaptives, Inc. director Mark P. Frissora reported an award of Series D Convertible Preferred Stock as board compensation. He received 4,808 shares of Series D Convertible Preferred Stock as compensation for board services under a Board of Directors Agreement dated February 3, 2025.
Each Series D share is convertible into 100 shares of common stock, so this grant is currently linked to 480,800 common shares, subject to a 4.9% beneficial ownership limitation. The preferred shares generally cannot be converted for six months after issuance, except that conversion occurs immediately in a liquidation. Each preferred share carries 100 votes on stockholder matters, and the right to convert does not expire. Following this grant, Frissora directly holds 71,554 shares of Series D Convertible Preferred Stock.
Positive
- None.
Negative
- None.
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 | 4,808 | $0.00 | -- |
Holdings After Transaction:
Series D Convertible Preferred Stock — 71,554 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
Series D Preferred shares granted: 4,808 shares
Underlying common shares: 480,800 shares
Beneficial ownership cap: 4.9%
+2 more
5 metrics
Series D Preferred shares granted
4,808 shares
Compensation for board services under February 3, 2025 agreement
Underlying common shares
480,800 shares
Common stock issuable at 100:1 per Series D share for this grant
Beneficial ownership cap
4.9%
Limit on common shares issuable upon conversion of Series D shares
Votes per preferred share
100 votes/share
Voting power of each Series D Convertible Preferred Stock share
Series D shares after transaction
71,554 shares
Total Series D Convertible Preferred Stock held directly after grant
Key Terms
Series D Convertible Preferred Stock, beneficial ownership limitation, par value, liquidation, +1 more
5 terms
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.
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.
liquidation financial
"No shares ... may be converted until six months ... 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.
conversion financial
"The right to convert does not expire"
Conversion is the exchange of one type of financial instrument for another, most commonly turning convertible bonds or preferred shares into common stock. It matters to investors because conversion changes the number of outstanding shares and ownership stakes—like trading a coupon for a slice of a company—potentially reducing each existing owner's portion, affecting per-share earnings, voting power and the market value of the stock.
FAQ
What insider transaction did BDPT director Mark P. Frissora report?
Mark P. Frissora reported receiving 4,808 shares of Series D Convertible Preferred Stock as compensation for board services. The grant was made under a Board of Directors Agreement dated February 3, 2025, and represents non-cash equity compensation rather than an open-market share purchase or sale.
What is the beneficial ownership limitation on BDPT’s Series D Preferred Stock?
The Series D Convertible Preferred Stock has a 4.9% beneficial ownership limitation on conversion into common stock. This means conversions cannot increase the holder’s beneficial ownership above 4.9%, effectively limiting how many common shares may be issued upon conversion at once.
When can the BDPT Series D Preferred Stock be converted into common stock?
The Series D Convertible Preferred Stock generally cannot be converted into common stock until six months after the issuance date. An exception applies in a liquidation event, where conversion occurs immediately, providing common share participation on those terms despite the usual six-month restriction.
What voting rights does BDPT’s Series D Convertible Preferred Stock provide?
Each share of BDPT’s Series D Convertible Preferred Stock carries 100 votes on stockholder matters. These voting rights apply without regard to the 4.9% beneficial ownership limitation, giving preferred holders significant voting influence relative to the number of preferred shares they own.