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BioAdaptives director acquires 33,334 preferred shares

Each outstanding preferred share carries 100 votes at stockholder meetings or consent solicitations, regardless of the 4.9% beneficial ownership limitation.

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Form Type
4

Rhea-AI Filing Summary

Mark P. Frissora, a director of BioAdaptives, Inc. (BDPT), acquired 33,334 shares of Series D Convertible Preferred Stock as compensation for board services under an agreement dated February 3, 2025, bringing his direct holdings to 188,599 preferred shares. The acquired shares are convertible into 3,333,400 common shares at 100 common shares per preferred share, subject to a 4.9% beneficial ownership limitation. No Rule 10b5-1 plan is reported.

Insider FRISSORA MARK P
Role Director
Type Security Shares Price Value
Other Series D Convertible Preferred Stock F2, F1 33,334 -- --
Holdings After Transaction: Series D Convertible Preferred Stock — 188,599 contracts (Direct)
Holdings Before and After: Series D Convertible Preferred Stock, 155,265 to 188,599 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 theReporting 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 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.
Series D preferred shares acquired 33,334 shares Compensation for board services
Direct Series D preferred shares after transaction 188,599 shares Mark P. Frissora's reported holdings
Underlying common shares 3,333,400 shares Shares underlying the reported preferred-stock transaction
Conversion ratio 100 common shares per preferred share Series D Convertible Preferred Stock
Beneficial ownership limitation 4.9% Applies to conversion
Conversion waiting period Six months after issuance Except in the case of liquidation
Votes per preferred share 100 votes At a stockholder meeting or consent solicitation
Series D Convertible Preferred Stock financial
"shares of Series D Convertible Preferred Stock"
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"
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.

FAQ

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

What conversion terms apply to BDPT's Series D preferred shares?

Each preferred share is convertible into 100 common shares, subject to a 4.9% beneficial ownership limitation. Conversion is unavailable until six months after issuance, except in the case of liquidation, when conversion occurs immediately. The right to convert does not expire.

What voting rights do BDPT's Series D preferred shares carry?

Each outstanding preferred share is entitled to 100 votes on matters submitted at a stockholder meeting or consent solicitation, without regard to the beneficial ownership limitation.

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

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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)
11/02/2026
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)11/02/2026J(1)33,33405/02/2027 (2)Common Stock3,333,400(1)188,599D
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.
/s/ Mark P. Frissora11/04/2026
** 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)

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