BIOADAPTIVES, INC. (OTCMKTS:BDPT) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
1. Employment Contracts – Charles Townsend, Robert Ellis and Ronald Lambrecht
The information set out in Item 5.02 is incorporated in its entirety herein by reference. The contracts are provided as Exhibits 10.1(1), 10.1(2) and 10.1(3).
2. 2021 Equity Incentive Plan
Effective May 31, 2021, the Company adopted its 2021 Equity Incentive Plan. The Plan provides the Company with the ability to offer officers, directors and employees RSUs, SARs and other forms of non-cash compensation, including deferred compensation, and for a common stock bonus pool of up to 1.5% of the Company’s total issued and outstanding shares for distribution at the Board’s discretion. In accordance with Internal Revenue Service regulations, the Plan was approved by consent of the holders of a majority of the Company’s voting shares, including the holders of the preferred stock. A copy of the Plan is furnished herewith as an Exhibit 10.1(4).
3. Marketing Plans
During May 2021, the Company entered into agreements with J Ramsdell Consulting, Syracuse, New York, and The Dropup Agency, Dallas, Texas, to provide social media management and distribution services with respect to selected products. J Ramsdell and Dropup will repackage existing video and print materials and arrange distribution of this re-formatted content through the Company’s existing social media accounts, influencers, and existing forums, news groups and other accounts associated with or represented by each agency. The Company intends to target specific markets with its social media outreach efforts, demonstrating the specific, discipline-related benefits from use.
ITEM 5.02 APPOINTMENT OF OFFICERS AND DIRECTORS
Effective May 31, 2021, the Company entered into an Employment Contract with Charles Townsend to serve as its Chief Operating Officer. The Contract provides for a 12-month term and for payment of an annual salary of $100,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares as of the effective date. A copy of the Contract is furnished herewith as Exhibit 10.1. Mr. Townsend was also appointed as a director.
Mr. Townsend, 75, has a Bachelor of Arts degree in accounting from the University of Texas and a Master of Business Administration from the University of North Texas. He previously served in the U.S. Navy Submarine Force. Mr. Townsend was a cost accounting manager, comptroller, and Chief Financial Officer for several private and public companies, including NYSE and OTC companies but in the past ten years has not been an officer or director of any publicly traded company. Mr. Townsend’s consulting work has emphasized enterprise marketing programs, predominantly in the telecommunications and home security industries. He most recently was employed by the US Department of Commerce as a District Census Manager for the 2020 US Census. Mr. Townsend is employed under a one-year Employment Contract, a copy of which is provided herewith as an exhibit.
Effective May 31, 2021, the Company entered into an Employment Contract with Robert Ellis, to continue his service as the Company’s President. The Contract provides for a 12-month term and for payment of an annual salary of $100,000, payable in Restricted Stock Units calculated based on the closing market price of the Company’s shares each quarter. Mr. Ellis was also appointed as a director. Mr. Ellis’ biographical information is provided in the Company’s most recent Form 10-K.
BIOADAPTIVES, INC. Exhibit
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About BIOADAPTIVES, INC. (OTCMKTS:BDPT)
BioAdaptives Inc. is a research, development and educational company. The Company is focused on products for health and wellness. These products include dietary supplements, specialty food items, and methods of optimizing the bioelectromagnetic availability of foods and beverages. Its base of intellectual property and products, which are solutions in the form of devices and nutraceuticals, are designed to aid in cognition, focus, fatigue reduction, increased testosterone, improved overall emotional and physical wellness, healing, and anti-aging. The Company has a product agreement with Ferris Holding, Inc. (Ferris), pursuant to which it has the right to develop, market and sell the products, including PrimiCell and PrimiLive. Additionally, it has two products, which are in the advanced stage of testing: Equine Regen and Equine Regen Plus. The Company also offers PrimiTrim, which is a weight control product, and an exercise product. It is also developing a product for dogs.
