05/05/2025 | Press release | Distributed by Public on 05/05/2025 19:14
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D Convertible Preferred Stock | (1) | 02/15/2025 | A | 455 | 08/15/2025(1) | (1) | Common Stock | 45,500 | $11(2) | 4,092 | D | ||||
Series D Convertible Preferred Stock | (1) | 03/15/2025 | A | 479 | 09/15/2025(1) | (1) | Common Stock | 47,900 | $10.45(3) | 4,571 | D | ||||
Series D Convertible Preferred Stock | (1) | 04/09/2025 | P | 39,868 | 10/09/2025(1) | (1) | Common Stock | 3,986,800 | $7.52(4) | 44,439 | D | ||||
Option to Purchase Common Stock | $10 | 04/09/2025 | P | 1 | 04/09/2028 | 04/09/2035 | Common Stock | 500,000 | (5) | 1 | D | ||||
Series D Convertible Preferred Stock | (1) | 04/15/2025 | A | 501 | 10/15/2025(1) | (1) | Common Stock | 50,100 | $9.99(6) | 44,940 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRISSORA MARK P C/O BIOADAPTIVES, INC. 2620 REGATTA DRIVE, SUITE 102 LAS VEGAS, NV 89128 |
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/s/ Mark P. Frissora | 05/05/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 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 10% 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. |
(2) | Represents shares of Series D Convertible Preferred Stock issued as compensation for board services based on a closing price per share of the Issuer's common stock of $0.1100 on February 14, 2025, times 100. |
(3) | Represents shares of Series D Convertible Preferred Stock issued as compensation for board services based on a closing price per share of the Issuer's common stock of $0.1045 on March 14, 2025, times 100. |
(4) | The price per share is based on the average closing price of the Issuer's common stock for the five days prior to the transaction date, less a 20% discount, times 100. |
(5) | The option to purchase 500,000 shares of the Issuer's common stock was granted to the Reporting Person in connection with the Preferred D Stock Purchase Agreement, dated April 9, 2025, between the Issuer and the Reporting Person. No additional consideration was paid to the Issuer in exchange for such option beyond the consideration paid in exchange for the Series D Convertible Preferred Stock. |
(6) | Represents shares of Series D Convertible Preferred Stock issued as compensation for board services based on a closing price per share of the Issuer's common stock of $0.0999 on April 15, 2025, times 100. |