IMTH 8-K
AnTix Holdings, Inc. (IMTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on or about April 25, 2025, AnTix Holdings, Inc., formerly known as Innovative MedTech, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which a newly formed subsidiary of the Company (the “New Subsidiary”) would purchase (the “Purchase”) assets of Grand Concierge LLC, d/b/a Ticketbash, a New York limited liability company (“Ticketbash”) associated with retail and wholesale event ticket pricing, and the development of software and artificial intelligence related to the ticket business (the “Assets”), in consideration of (i) the issuance by the Company to Ticketbash’s owners of Company equity (the “Equity Purchase Price”) consisting of 20,000,000 shares of common stock and 1,151,500 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 115,150,000 shares of common stock) and additional shares as necessary to ensure that the shares issued constitute 60% of the total number of fully diluted shares of the Company, (ii) the future payment of two million dollars ($2,000,000) to Ticketbash based on revenue and income milestones to be determined by the parties in the future (the “Additional Cash Purchase Price”), and (iii) the future payment of percentage royalties to Ticketbash based on aggregate revenues generated by the New Subsidiary as follows: 2% of revenue up to $15,000,000, 4% of revenue from $15,000,000-$25,000,000, and 5% of revenue in excess of $25,000,000. Under the Asset Purchase Agreement, the Company was also required to invest an additional $1,000,000 in development of the Tickebash Assets (the “Additional Cash Investment”). On May 30, 2025, the Company and Ticketbash entered into Amendment No. 1 to Asset Purchase Agreement (the “First Amendment”), providing that (i) instead of making the Additional Cash Investment, the Company would pay $1,000,000 to Ticketbash within 10 months (the “Initial Cash Payment”), and upon completion of Initial Cash Payment, the Assets will be immediately transferred to the Company; (ii) the Equity Purchase Price would instead consist of a number of shares of Company preferred stock having voting rights equal to sixty percent (60%) of the total voting rights of the Company, and which shares of preferred stock shall have no economic rights, except that such shares shall automatically convert into sixty percent (60%) of the total number of outstanding shares of Common Stock on a fully diluted basis (following issuance of conversion shares) calculated as of June 1, 2025, upon the payment by the Company of the Initial Cash Payment; (iii) the Additional Cash Purchase Price shall be paid over a 36-month period based on based on revenue and income milestones to be determined by the parties in the future.
On October 3, 3025, the Company and Ticketbash entered into Amendment No. 2 to Asset Purchase Agreement (the “Second Amendment”), restructuring the Purchase and providing that (i) the Company would be acquiring in the Purchase only a copy of and a non-exclusive license and rights to use Ticketbash’s complete source code (including build scripts, repositories, libraries, and dependencies), object code, and all related documentation, design files, and technical specifications, user manuals and training materials (if any), and, login and access to all such code, and (ii) the Purchase Price would consist solely of the total amount already paid to Ticketbash by the Company, or $469,500. As a result, the Purchase is being deemed by the parties to have closed on October 3, 2025.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure in Item 1.01 above is incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure
On or about October 3, 2025, the Company prepared an updated investor presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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This Current Report on Form 8-K does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not an admission as to the materiality of such information. The information furnished in this Item 7.01 is intended to be considered in the context of more complete information included in the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise such information, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Furnished but not filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: October 6, 2025 | By: | /s/ Michael Jordan Friedman |
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| Michael Jordan Friedman |
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| President, Chief Executive Officer and Member of the Board of Directors |
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EXHIBIT 10.1
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) is entered into as of October 3, 2025 (the “Amendment Date”), by and between INNOVATIVE MEDTECH, INC., a Delaware corporation (“Buyer”), and GRAND CONCIERGE LLC D/B/A TICKETBASH, a New York limited liability company (“Seller”). Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
A. Buyer and Seller previously entered into that certain Asset Purchase Agreement dated April 25, 2025 (the “Purchase Agreement”);
B. Buyer and Seller previously entered into that certain Amendment No. 1 to Asset Purchase Agreement dated May 30, 2025 (the “First Amendment”);
C. Buyer and Seller have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to amend the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
2. Amendments.
(a) The title of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
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| i. | Source Code Purchase Agreement |
(b) Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 of the Purchase Agreement are hereby deleted in their entirety, and replaced with the following:
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| i. | 2.1 Transfer of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller will sell, convey, transfer, assign and deliver to Buyer a copy of and a non-exclusive license and right(s) to use the Seller’s complete source code (including build scripts, repositories, libraries, and dependencies); object code; and all related documentation, design files, and technical specifications; user manuals and training materials (if any); and, login and access to all code listed herein (the “Transferred Assets”). |
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| ii. | 2.2 Purchase Price. The purchase price for the Transferred Assets shall consist of the total amount paid by the Buyer to the Seller as of September 30, 2025, or $469,500. |
3. Other Terms Unchanged. The Purchase Agreement, as amended by this Amendment and the First Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Purchase Agreement after the date of this Amendment is deemed to be a reference to the Purchase Agreement as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Purchase Agreement, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Buyer under the Purchase Agreement, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Purchase Agreement.
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4. No Reliance. Seller acknowledges and agrees that neither Buyer nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Seller or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and, in making its decision to enter into the transactions contemplated by this Amendment, Seller is not relying on any representation, warranty, covenant or promise of Buyer or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.
6. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.
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INNOVATIVE MEDTECH, INC. | |||
| By: | /s/ Michael J. Friedman | ||
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| Michael J. Friedman, President & CEO | |
| SELLER:
GRAND CONCIERGE LLC D/B/A TICKETBASH | |||
| By: | /s/ Vincent Greico | ||
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| Vincent Greico, President and CEO | |
[Signature Page to Amendment No. 1 to Asset Purchase Agreement]
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EXHIBIT 99.1
