Director Frissora receives Series D preferred in BioAdaptives (BDPT)
Rhea-AI Filing Summary
BioAdaptives, Inc. director Mark P. Frissora acquired 15,152 shares of Series D Convertible Preferred Stock as compensation for board services under a February 3, 2025 agreement. Each preferred share is convertible into 100 common shares, for 1,515,152 underlying shares, subject to a 4.9% beneficial ownership limit. The award increases his holdings to 103,923 preferred shares, which carry 100 votes per share and cannot be converted for six months after issuance except upon liquidation.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
FRISSORA MARK P
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series D Convertible Preferred Stock F2, F1 | 15,152 | $0.00 | $0.00 |
Holdings After Transaction:
Series D Convertible Preferred Stock — 103,923 shares (Direct)
Footnotes (2)
- 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.
- 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 acquired: 15152.0000 shares
Underlying common shares: 1515152.0000 shares
Series D preferred holdings after transaction: 103923.0000 shares
+3 more
6 metrics
Series D preferred shares acquired
15152.0000 shares
Compensation for board services to director Mark P. Frissora
Underlying common shares
1515152.0000 shares
Common stock underlying the newly acquired Series D preferred
Series D preferred holdings after transaction
103923.0000 shares
Total Series D Convertible Preferred Stock held by Mark P. Frissora after the award
Conversion ratio
100 common shares per preferred share
Each Series D Convertible Preferred share converts into 100 common shares
Beneficial ownership cap
4.9%
Maximum beneficial ownership permitted upon conversion of Series D preferred
Voting power per preferred share
100 votes per share
Each Series D Convertible Preferred share is entitled to 100 votes 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"
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
"Series D Convertible Preferred Stock, 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.
Board of Directors Agreement financial
"issued as compensation for board services pursuant to that certain Board of Directors Agreement, dated February 3, 2025"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did BioAdaptives (BDPT) director Mark P. Frissora receive in this Form 4 filing?
He received 15,152 shares of BioAdaptives’ Series D Convertible Preferred Stock as compensation for board services under a Board of Directors Agreement dated February 3, 2025, issued at a stated price of $0.0000 per share.
What is the beneficial ownership limitation on BioAdaptives (BDPT) Series D Convertible Preferred Stock?
The Series D preferred is subject to a 4.9% beneficial ownership limitation. This means conversions into common stock cannot increase the holder’s beneficial ownership above 4.9%, which effectively restricts how many preferred shares can be converted at any given time.
Was the BioAdaptives (BDPT) Series D preferred stock award reported under a Rule 10b5-1 trading plan?
No. The Form 4’s Rule 10b5-1 checkbox was not marked as relying on a plan, indicating this compensation-related acquisition was not reported as being executed pursuant to a Rule 10b5-1 trading arrangement.