BioAdaptives director granted Series D preferred shares

BioAdaptives, Inc. director Mark P. Frissora reported an award of Series D Convertible Preferred Stock as board compensation.

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.

Insider Trade Summary

Other: 4,808 shares

Other 1 txn

Insider FRISSORA MARK P

Role Director

Type	Security	Shares	Price	Value
Other	Series D Convertible Preferred Stock	4,808	$0.00	$0.00

Holdings After Transaction: Series D Convertible Preferred Stock — 71,554 contracts (Direct)

Footnotes (2)

1. F1. 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. F2. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many BDPT common shares are tied to the new preferred stock grant?

The 4,808 Series D Convertible Preferred shares are linked to 480,800 BDPT common shares, using a 100-to-1 conversion ratio. This relationship is subject to a 4.9% beneficial ownership limitation that restricts how much can actually be converted at any given time.

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.

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

After the reported grant, Mark P. Frissora directly holds 71,554 shares of Series D Convertible Preferred Stock. This figure reflects his total Series D Preferred position reported in the filing, providing context for the scale of the 4,808-share compensation award relative to his overall holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 04:47 PM EDT Learn about SEC filing dates

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)
05/01/2026

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)	05/01/2026		J(1)		4,808		11/01/2026	(2)	Common Stock	480,800	$0(1)	71,554	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.

	/s/ Mark P. Frissora	05/05/2026
	** 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)