10-K - LIMX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

000-56453

Commission

File Number

LIMITLESS X HOLDINGS, INC.
(Exact<br> Name of Registrant as Specified in its Charter)
Delaware	81-1034163
---	---
State<br> or Other Jurisdiction of Incorporation or Organization	(I.R.S.<br> Employer Identification No.)
9777 Wilshire Blvd. #400, Beverly Hills, CA	90212
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

(855)413-7030

Registrant’s

Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
None	None	None

Securities

registered pursuant to Section 12(g) of the Act:

CommonStock

Title

of each class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The

aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2025 based on the closing bid price of $0.63 for shares of the registrant’s common stock as reported by the OTCQB, was approximately $2,806,038. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The

registrant had 18,506,957 outstanding shares of common stock, par value $0.0001, as of April 13, 2026.

DocumentsIncorporated by Reference

None.

TABLE

OF CONTENTS

	PAGE
PART I	4
Item 1.Business	4
Item 1A.Risk Factors	27
Item 1B.Unresolved Staff Comments	47
Item 1C.Cybersecurity	47
Item 2.Properties	49
Item 3.Legal Proceedings	49
Item 4.Mine Safety Disclosures	49
PART II	50
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	50
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	55
Item 8.Financial Statements and Supplementary Data	55
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	55
Item 9A.Controls and Procedures	56
Item 9B.Other Information	57
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	57
PART III	57
Item 10.Directors, Executive Officers and Corporate Governance	57
Item 11.Executive Compensation.	61
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	65
Item 13.Certain Relationships and Related Transactions, and Director Independence.	67
Item 14.Principal Accounting Fees and Services.	71
PART IV	72
Item 15.Exhibits, Financial Statement Schedules.	72
Exhibit Index	72
Signatures	75
Index to Consolidated Financial Statements	F-1

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LIMITLESS

X HOLDINGS, INC.

CAUTIONARY

STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included in this Annual Report are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future construction, revenues, income, cost of sales, expenses, and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal,” “foresee,” “likely,” “target,” “may,” “should,” “could,” or other words that convey the uncertainty of future events or outcomes. The Company will continue to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). The forward-looking statements in this Annual Report speak only as of the date of this document, and we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond our control.

These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this Annual Report and are subject to risks and uncertainties. Moreover, we operate in a very highly competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on forward-looking statements contained herein.

You should read this Annual Report and the documents that we reference and have filed as exhibits with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this Annual Report relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Annual Report or to conform such statements to actual results or revised expectations, except as required by law.

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PART

Throughout this Annual Report, references to the “Company,” “LIMX,” “we,” “us,” and “our” refer to Limitless X Holdings, Inc. and its subsidiaries, unless the context requires otherwise.

ITEM

BUSINESS.

Overview

Limitless X Holdings, Inc. is a Delaware corporation building a diversified ecosystem across health, wellness, entertainment, and media-driven brand development. As of January 1, 2026, the Company conducts business through four wholly owned subsidiaries: Limitless X, Inc., a Nevada corporation (“Limitless X”), Limitless Films, Inc., a Florida corporation (“Limitless Films”), Limitless Entertainment Group, Inc., a Florida corporation (“Limitless Entertainment”) and BodyCor, Inc., a Nevada corporation (“BodyCor”).

LimitlessX, Inc.

Limitless X, operates a direct-to-consumer e-commerce platform supporting a diversified portfolio of health, wellness, and consumer packaged goods, and serves as the Company’s primary commercial engine across direct-to-consumer, Amazon, and retail channels. The Company offers premium dietary supplements and lifestyle products designed for mass-market adoption, with a focus on convenient delivery formats and repeat consumer use. The product portfolio includes the flagship NZT-48 line—comprised of NZT-48 Original, NZT-48 Lion’s Mane, NZT-48 For Her, and NZT-48 NAD+ Gummies—along with OneShot Nootropic Pre-Workout, SuperSlim Gummies, HYDR8 Creatine + Hydration Gummies, SuperShrooms Functional Mushroom Gummies, Super Greens Daily Greens, and Nootropic Coffee Concentrates. These products are designed to address consumer demand for cognitive support, energy, recovery, weight management, and general wellness.

Limitless X entered into agreements to develop signature premium supplement product lines for Manny Pacquiao, considered one of the greatest boxers of all time and the only eight-division world champion in boxing history, and Paul Michael DelVecchio Jr. (known professionally as DJ Pauly D), a professional DJ and music producer and former reality TV star. These partnerships are designed to expand our portfolio of nutritional and consumer packaged goods by leveraging each partner’s global visibility, performance-focused lifestyle, and strong brand influence. The new signature lines will complement the Company’s existing wellness offerings and are intended to strengthen our position in both the health and entertainment-driven consumer markets. The Company is pursuing international expansion initiatives in the Middle East, the Philippines, and India.

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BodyCor,Inc.

BodyCor was established to consolidate and scale technology-driven wellness initiatives across the Limitless X ecosystem. The Company intends to develop AI-assisted digital wellness tools that enhance the customer experience around existing and planned products, including personalized nutrition guidance, product education, habit formation, and engagement. BodyCor will serve as a centralized technology and data innovation layer that supports consumer engagement, personalization, and long-term brand intelligence.

In January 2026, the Company acquired a 60% controlling equity interest in DING, a food and nutrition-focused technology platform that operates with an existing commercial partnership with Instacart, enabling grocery ordering and fulfillment through Instacart’s platform. Te Company obtained the contractual right, but not the obligation, to acquire up to 100% of DING. The Company intends to integrate DING under BodyCor to enhance data-driven meal planning, commerce enablement, and nutrition-related engagement capabilities across the Limitless X ecosystem.

IntegratedStrategy

The Company’s strategy involves combining consumer product sales, content production, live events, and technology-enabled platforms across its operating subsidiaries. The Company believes this integrated approach may support customer acquisition efficiency and revenue diversification over time. The Company’s competitive advantage is derived from a tightly integrated ecosystem of leadership, operating subsidiaries, strategic partners, and cultural influencers, unified by a disciplined execution framework and a shared vision for scalable brand creation across health, wellness, entertainment, and digital commerce. The Company maintains strategic relationships with globally recognized individuals such as Manny Pacquiao, Floyd Mayweather Jr., and DJ Pauly D, which provide unique reach across sports, entertainment, and lifestyle audiences.

Leadership

Jaspreet (“Jas”) Mathur is a disciplined founder-operator with nearly three decades of experience building, scaling, and monetizing digital platforms, consumer brands, and multi-vertical operating businesses. His career spans direct-to-consumer commerce, consumer-packaged goods, online media, and entertainment, with ventures that have collectively generated hundreds of millions of dollars in cumulative revenue. His operating edge is rooted in customer acquisition, brand economics, capital efficiency, and repeatable execution.

Mr. Mathur began building revenue-generating digital businesses in his early teens, creating proprietary platforms that produced meaningful cash flow while still in high school. By his late teens, he achieved his first seven-figure outcome. Over the following years, he launched and scaled multiple high-growth ventures across performance marketing, online media, consumer electronics, and direct-to-consumer brands, supported by scalable infrastructure and disciplined operating systems.

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As an executive and producer, Mr. Mathur is known for assembling high-leverage teams and forming strategic relationships across capital markets, media, sports, and consumer industries. He has structured, financed, and overseen live events and branded media across film and television, leveraging content as a strategic asset to expand distribution, strengthen brand equity, and drive monetization across operating platforms.

In parallel with his operating career, Mr. Mathur executed a complete physical and mental transformation, losing more than 250 pounds through structured nutrition, training, and behavioural discipline. Mr. Mathur’s first-hand experience and perspective helps to inform Limitless X’s product development, brand positioning, and consumer engagement strategy, enabling authentic resonance, retention, and long-term brand trust with a global audience.

In 2022, Mr. Mathur took Limitless X Holdings Inc. public, positioning the Company as a platform designed to unify his operating philosophy into a scalable brand ecosystem and durable revenue engine. As Chairman and Chief Executive Officer, he remains focused on disciplined execution, ecosystem expansion, and long-term shareholder value, grounded in a single core belief: when people are empowered with the right products, systems, and relationships, there are no limits to what they can achieve.

DietarySupplements and Consumer Packaged Goods

The current products offered by Limitless X are:

NZT-48Original:

NZT-48 is a nootropic supplement designed to support cognitive function, including memory, mental speed, and focus, and to promote a positive mood. NZT-48’s formula is crafted from over 20 premium ingredients. Notable ingredients include (a) ginkgo biloba, which has traditionally been used to support healthy circulation and cognitive function, and (b) alpha GPC, which is believed to support the body’s natural production of acetylcholine, a neurochemical associated with memory and learning. With this state-of-the-art formula, NZT-48 is formulated to support focus, mental endurance, and sustained energy without the jitters commonly associated with stimulants. The name NZT-48 is (and other similarly-branded products are) inspired by a fictional concept from popular culture and is not intended to suggest that the product provides drug-like effects or therapeutic benefits.

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NZT-48Lions Mane:

NZT-48 Lion’s Mane is an everyday nootropic supplement formulated to support cognitive functions, including memory, mental speed, and focus, and to help promote a positive mood. This product is formulated to help support mental clarity, creativity, and sustained energy, and it is 100% vegan, non-GMO, and gelatin-free. Among the other 20+ clinically coordinated ingredients such as ginkgo biloba, theobromine, and alpha GPC, the namesake ingredient in this product’s formula is Lion’s Mane. Lion’s Mane is a functional mushroom that has been the subject of research exploring its potential role in supporting cognitive health and nerve growth factor (NGF) production.

NZT-48For Her:

NZT-48 For Her is a nootropic supplement comprising a specially tailored blend for women. This product contains 23+ nutrients, including GABA and DHA, formulated to support mood, creativity, energy, and an overall sense of calm. DHA, a type of Omega-3 fatty acid primarily found in fish oil that has been extensively researched, is a fundamental building block of brain tissue, contributing to mental clarity, focus, and cognitive agility. GABA is a naturally occurring amino acid commonly included in supplements formulated to promote relaxation and support a calm mental state.

OneShotNootropic Pre-Workout:

This product is a nootropic pre-workout supplement formulated with nitric oxide precursors, L-Arginine, and BCAAs, and is designed to support focus, endurance, and power during workouts. Additionally, the essential amino acids contained in this product are included to help support muscle recovery and maintenance as part of a regular exercise program.

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NootropicCoffee Concentrates:

Nootropic Coffee Concentrates are a line of coffee concentrate products formulated with nootropic ingredients and containing zero sugar. The products are designed to be prepared by mixing with water and are intended to support cognitive function and sustained energy.

HYDR8Creatine + Hydration Performance Gummies:

HYDR8 Creatine + Hydration Gummies are a dietary supplement in gummy form containing Creatine HCl, vitamins, and electrolytes. The product is designed to support muscle performance, recovery, and hydration.

SuperSlimGummies:

SuperSlim Gummies are a dietary supplement formulated to support metabolism, appetite control, and weight management. Key ingredients include Red Orange Extract, Garcinia Cambogia, Fibersol® fiber, and anandamide. The product contains 0g sugar per serving.

SuperShrromsSmart Focus Gummies:

SuperShrooms Smart Focus Gummies are a dietary supplement containing a blend of 10 functional mushroom varieties, including Lion’s Mane, Reishi, Cordyceps, Chaga, Turkey Tail, and Shiitake. The product is designed to support cognitive function, stress management, energy, and immune health.

SuperFoodsSuper Greens Blend Gummies:

SuperFoods Super Greens Blend Gummies are a dietary supplement in gummy form containing organic greens, antioxidant-rich fruit extracts, and digestive enzymes. The product contains 0g sugar per serving and is designed to support nutritional supplementation and digestive health.

NZT-48NAD+ Nocotinamide Adenine Gummies:

NZT-48 NAD+ Gummies are a dietary supplement in mango-flavored gummy form containing NAD+ (Nicotinamide Adenine Dinucleotide) and the Company’s NZT-48 Nootropic Blend and is designed to support cognitive function, energy, and recovery.

Licensingof Nutritional Products

NZT-48, our flagship nootropic supplement, is licensed from Limitless Performance, Inc. (“LPI”), a company wholly owned by Jas Mathur, our Chief Executive Officer, pursuant to a Manufacturing & Distribution License Agreement dated December 1, 2021 (the “NZT-48 License Agreement”). The NZT-48 License originally covered multiple products but was partially terminated on November 1, 2023, leaving NZT-48 as the sole product currently licensed under the agreement. In January 2025, we filed the First Amendment to the Manufacturing and Distributorship Licensing Agreement, under which Mr. Mathur agreed to waive all royalty payments under the NZT-48 License Agreement for a period of three years. Under the NZT-48 License Agreement and its amendments, LPI granted the Company a non-exclusive license to design, manufacture, promote, sell, and distribute NZT-48, a nootropic supplement formulated to support cognitive enhancement, including improved memory, speed, focus, and mood. The agreement has a five-year term and automatically renews for additional five-year periods unless either party provides notice of termination at least six months prior to the end of the term. LPI may terminate prior to the end of the term only for cause. After December 31, 2027, if Mr. Mathur does not extend the royalty waiver, the Company will be obligated to pay royalties of 4 percent on the gross sales of NZT-48.

In addition, the Company’s Chairman and Chief Executive Officer holds a separate license to manufacture, market, and distribute products under Floyd Mayweather’s “TMT – The Money Team” brand. The Company intends to bring this license into the Company and leverage it to develop, manufacture, and distribute a line of branded consumer and nutritional products under the TMT name. This initiative is expected to further expand the Company’s branded product portfolio and capitalize on the global recognition and commercial strength of the TMT brand.

Earlier this year, we also entered into agreements to develop signature series product lines for both Manny Pacquiao and Paul Michael DelVecchio Jr. (known professionally as DJ Pauly D). These partnerships are designed to expand our portfolio of nutritional and consumer packaged goods by leveraging each partner’s global visibility, performance-focused lifestyle, and strong brand influence. The new signature lines will complement the Company’s existing wellness offerings and are intended to strengthen our position in both the health and entertainment-driven consumer markets.

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Services

Limitless Entertainment Group Inc., the Company is building a platform designed to identify, develop, acquire, and scale distinctive consumer brands and technology-enabled ventures. This platform is intended to support a range of offerings that enhance consumer engagement across the health and wellness value chain, including personalized, goal-oriented solutions tailored to individual preferences, lifestyle behaviors, and performance objectives. As part of this strategy, the Company has acquired a controlling interest in DING, a food and nutrition-focused technology platform that operates with an existing commercial partnership with Instacart, pursuant to which grocery ordering and fulfillment are enabled through Instacart’s infrastructure. The DING platform is expected to generate revenue based on consumer activity and commerce facilitated through Instacart, while also supporting data-driven meal planning, nutrition engagement, and product discovery initiatives that complement the Company’s branded consumer products.

At present, the Company does not offer advisory or service-based programs as standalone offerings, and any future digital, advisory, or experiential components remain in the planning and development stage. There can be no assurance that such offerings will be launched, or if launched, that they will achieve commercial adoption or profitability.

Leveraging management’s experience in business strategy, health and nutrition, technology integration, and brand development, these subsidiaries are intended to serve as the operational vehicles through which e-commerce brands, digital platforms, and related ventures are conceived, launched, and scaled. While the Company’s current primary focus remains on direct-to-consumer product sales, the integration of technology platforms such as DING is intended to enhance consumer engagement, expand monetization opportunities through commerce-enabled partnerships, and support long-term growth, operating leverage, and customer retention across the broader Limitless X ecosystem.

ProductDevelopment

We leverage internal resources and strategic partnerships to develop and commercialize premium consumer products in collaboration with major influencers, athletes, and celebrities through structured service arrangements in which the Company holds equity interests, aligning brand growth with long term shareholder value.

This initiative is led by President Daniel Sanders, whose extensive experience spans the full product lifecycle, including concept development, formulation, branding, regulatory positioning, commercialization, and national distribution. Under his leadership, the Company employs a disciplined, compliance first approach to product development, ensuring all formulations, claims, labeling, and marketing materials are designed to meet applicable regulatory standards from inception.

Our development process includes comprehensive market research, competitive analysis, formulation benchmarking, consumer insights, pricing strategy, and go to market planning. Particular emphasis is placed on regulatory readiness, including ingredient vetting, label accuracy, substantiation of product claims, and adherence to FDA, FTC, and applicable state guidelines. For athlete facing products, additional safeguards are implemented to ensure products are athlete safe, compliant with applicable sport’s governing body standards, and suitable for professional and high-performance use.

We oversee product concept development, packaging design, and regulatory positioning to ensure each product is built for both direct to consumer performance and long-term retail scalability. Mr. Sanders’ prior experience developing products for distribution through major national retailers provides the Company with operational insight into retailer compliance requirements, margin structures, quality documentation, and onboarding processes. In addition, the Company facilitates key introductions to experienced partners across public relations, information technology, legal, regulatory, and logistics functions, while designing scalable operational workflows to support growth.

ProductManufacturing

We maintain comprehensive oversight of the manufacturing lifecycle, including ingredient sourcing, contract manufacturer selection, supply chain management, and ongoing quality assurance. All manufacturing partners are subject to rigorous vetting, including verification of current Good Manufacturing Practices compliance, audit history, and production capacity.

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Under Mr. Sanders’ leadership, the Company implements standardized quality control protocols, batch testing procedures, certificate of analysis verification, and documentation processes designed to ensure consistency, traceability, and regulatory compliance. Manufacturing workflows are structured to support product integrity, shelf stability, and scalability while minimizing operational and regulatory risk.

This disciplined approach enables the Company to confidently support professional athletes, brand ambassadors, and retail partners with products that meet stringent safety, quality, and compliance standards.

ProductDistribution and Fulfilment

Our product distribution and fulfilment strategy is designed to maximize operational efficiency, data security, and regulatory compliance while supporting scalable growth across sales channels.

For direct-to-consumer sales, all operations are managed in house. Online sales are conducted through the Company’s owned and operated e commerce platform utilizing Shopify as the primary sales infrastructure. Order management, shipping, and logistics are coordinated through ShipStation, allowing for streamlined fulfilment workflows, real time tracking, and efficient delivery across key markets. This in house model provides the Company with full visibility into sales performance, inventory levels, customer behavior, and fulfilment metrics while ensuring control over brand presentation and customer experience.

At this time, larger scale offline distribution and centralized warehousing have not yet been implemented. The Company’s strategic intention is to expand into a larger, dedicated warehouse facility as volume and distribution requirements increase. This approach is designed to allow the Company to internalize fulfilment operations at scale, maintain ownership and control of proprietary sales and customer data, and minimize reliance on third party logistics providers. By avoiding the use of external 3PL platforms for core fulfilment functions, the Company aims to protect customer data integrity, ensure compliance with applicable privacy standards, and retain direct oversight of inventory, shipping, and returns processes.

This phased distribution strategy supports near term operational efficiency while positioning the Company for long term scalability, data driven decision making, and enhanced operational control as the consumer-packaged goods portfolio continues to grow.

IntegratedBrand-Led Marketing Execution

The Company’s marketing strategy is designed to increase consumer awareness, demand, and long-term preference for the brands it owns or partners with. The in-house team oversees the full marketing lifecycle—content ideation, creative development, channel selection, distribution strategy, and performance optimization—ensuring consistent brand positioning across all consumer touchpoints.

Marketing execution incorporates a diversified mix of strategies, including product sampling initiatives, participation in consumer and industry trade events, and the production of high-profile, celebrity-driven activations where the Company and its brands are prominently featured. These experiential efforts are complemented by a strong emphasis on social and digital platforms, which serve as the primary drivers for consumer engagement, storytelling, and community building.

Digital advertising and online resources are deployed with a data-driven focus on increasing consumer trial, repeat usage, and brand affinity, while reinforcing premium positioning and regulatory compliance.

CompetitiveStrengths

The Company believes its competitive position is supported by the integration of its operating subsidiaries, which span consumer products, entertainment and media, and technology-enabled wellness initiatives. The Company’s business model is designed to allow its subsidiaries to support one another through shared customer relationships, marketing resources, and brand visibility. The Company combines branded consumer products, content production, and technology-enabled commerce across its operating subsidiaries.

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At the center of this ecosystem is the leadership team assembled by our Chairman and Chief Executive Officer, Jas Mathur, whose three-decade track record spans direct-to-consumer commerce, consumer packaged goods, digital media, and brand-driven operating platforms. However, the Company’s strength extends well beyond any one individual. Limitless X has deliberately built a management structure that combines entrepreneurial execution with institutional discipline, supported by seasoned operators, product innovators, and strategic partners across its operating subsidiaries.

A key pillar of this leadership expansion is the appointment of Daniel Sanders as President. Mr. Sanders brings deep operational expertise in product development, formulation, manufacturing, regulatory navigation, and national retail distribution, having played an integral role in building and scaling consumer health and wellness products distributed through major U.S. retailers including Walmart, Costco, Sam’s Club, Target, Kroger, Whole Foods, and GNC. His background significantly strengthens the Company’s ability to transition from high-margin direct-to-consumer success into large-scale retail, international expansion, and institutional-grade supply chain execution, materially reducing execution risk while expanding the Company’s addressable market.

The Company’s subsidiaries are intentionally structured to reinforce one another rather than operate in isolation. Our direct-to-consumer wellness and consumer products platform provides proprietary customer relationships, recurring revenue, and real-world product validation. Our entertainment and media initiatives create premium brand exposure, culturally relevant content, and differentiated customer acquisition channels. Complementing these efforts, our technology and AI-focused initiatives under BodyCor Inc., including the integration of DING, are designed to enhance personalization, engagement, and monetization across the ecosystem.

Through its controlling interest in DING, a food and nutrition-focused technology platform with an existing commercial partnership with Instacart, the Company gains access to a commerce-enabled distribution layer that connects digital engagement directly to consumer purchasing behavior. DING enables meal planning, nutrition engagement, and grocery fulfilment through Instacart’s infrastructure, allowing the Company to participate economically in commerce activity generated through the platform. This model extends the Company’s reach beyond traditional product sales by embedding Limitless X into everyday consumer decision-making around food, nutrition, and lifestyle, while generating incremental revenue streams tied to commerce activity rather than solely advertising or subscriptions.

Further strengthening this platform is the Company’s access to high-impact cultural and athletic figures who function not as passive endorsers, but as strategic brand partners and ecosystem participants. Longstanding relationships with globally recognized individuals such as Manny Pacquiao, Floyd Mayweather Jr., and DJ Pauly D provide unique reach across sports, entertainment, and lifestyle audiences that are typically inaccessible to emerging brands. These relationships enable authentic storytelling, accelerated trust-building with consumers, and high-efficiency customer acquisition across both product and digital commerce channels, including technology-enabled platforms such as DING.

Importantly, Limitless X does not rely on transactional influencer marketing. Instead, the Company leverages long-term relationship equity, aligned incentives, and platform participation to create sustained brand momentum. This approach enhances content credibility, improves conversion economics, and supports premium brand positioning while mitigating the volatility and rising costs associated with traditional paid media strategies.

The Company uses consumer data and performance analytics to inform product development, marketing, and distribution decisions. These data sources include information derived from the Company’s e-commerce platform and, as development progresses, digital engagement and commerce activity facilitated through platforms such as DING. The Company believes this data-informed approach supports more efficient resource allocation and product development.

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Collectively, the integration of experienced leadership, complementary subsidiaries, commerce-enabled technology platforms, proprietary operating infrastructure, and culturally influential strategic partners positions Limitless X to build durable, scalable brands with strong unit economics and multiple monetization pathways. This multi-dimensional platform provides competitive insulation, execution leverage, and a clear pathway toward institutional relevance and long-term shareholder value creation.

IntellectualProperty and Brand Ownership

All brands in the Company’s portfolio are owned by Limitless X Inc., except for NZT-48, which is owned by Limitless Performance Inc., a company that is 100% owned by Jaspreet Mathur. This centralized ownership structure enables strong operational oversight, accelerated brand development, and strategic alignment across the portfolio. As the Company continues to grow, this framework provides a scalable foundation for integrating, acquiring, or incubating additional brands while maintaining consistency and control.

InfluencerAccess, Brand Reach and Strategic Distribution Advantage

Limitless X benefits from a uniquely positioned ecosystem at the intersection of sports, entertainment, wellness, and digital media, built through years of high caliber sponsorships, premium event participation, and deep-rooted relationships across complementary industries. Through company sponsored entertainment and sports activations, Limitless X has established strong brand visibility and earned trusted access to elite talent networks that are typically inaccessible through traditional influencer marketing channels.

At the center of this ecosystem is the Company’s Chairman and CEO, whose personal brand and longstanding relationships span professional sports, global entertainment, music, film, social media, and high impact digital creators. With a combined social reach exceeding 11+ million followers on Instagram alone, supported by consistent motivational and transformational content, this presence acts as a continuous inbound funnel for new influencers, athletes, and creators seeking authentic alignment with a credible, purpose driven platform. As a result, Limitless X does not compete for influencer attention. It attracts it.

This access is further amplified by the development of an exclusive, invitation only training and performance facility under Limitless Entertainment Group, created in partnership with Manny Pacquiao. The facility is being designed specifically for elite athletes, celebrities, and top tier influencers, serving not only as a private performance destination but also as a high value content hub. This environment enables the organic creation of premium, aspirational content across fitness, lifestyle, recovery, and personal transformation, content that influencers want to be part of and audiences actively engage with.

Our influencer network is intentionally curated rather than commoditized. It includes respected figures across music, film, professional athletics, fitness, wellness, nutrition, lifestyle media, social platforms, and public leadership, all unified by a shared belief in the core brand ethos: Look Good and Feel Great. What differentiates this network is not follower count alone, but authentic alignment, credibility, and influence within their respective communities.

The Company maintains strategic flexibility by structuring influencer relationships on a campaign-by-campaign basis, with compensation terms tailored to the individual, the product, and the target audience. This approach avoids long term restrictive contracts and allows management to deploy the most effective voices for each initiative, ensuring message integrity and audience relevance. Influencers are activated only where brand fit and performance alignment are strongest.

Limitless X executes influencer activation using its internal resources, proprietary relationships, and select external marketing agencies, allowing the Company to source, negotiate, and deploy talent at a fraction of prevailing market rates. This model eliminates the cost inefficiencies of traditional influencer marketplaces and agency markups, while maintaining access to premium talent and high-quality content distribution across Instagram, YouTube, podcasts, long form content, live appearances, and experiential events. Influencers distribute pre-approved content aligned with brand standards and are compensated through performance-based commissions directly tied to measurable sales outcomes.

All promoted products are distributed through the Company’s owned digital channels, creating a seamless path from content to conversion. This integrated model enables Limitless X to reach audiences ranging from core fitness consumers to high-net-worth individuals, while maintaining full control over brand messaging, data, and customer relationships.

The Company believes that its relationships across sports, entertainment, and wellness industries, together with its content creation capabilities, provide marketing and distribution advantages. The Company engages influencers on a campaign-by-campaign basis with compensation terms tailored to each initiative, and influencers distribute pre-approved content aligned with brand standards and are compensated through performance-based commissions tied to measurable sales outcomes.

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MARKET

FOR GLOBAL HEALTH AND WELLNESS

The global health and wellness market represents one of the largest and most resilient consumer-driven sectors worldwide, supported by long-term structural trends rather than short-term economic cycles. Industry research indicates that the wellness economy reached approximately $6.5–$7.0 trillion in 2024, reflecting sustained growth across physical fitness, nutrition, mental health, preventive care, and lifestyle optimization categories.

Current industry forecasts project the market to expand at a compound annual growth rate of approximately 6%–8%, positioning the sector to reach approximately $9–$10 trillion by 2029–2030, with continued expansion potentially exceeding $11 trillion by the mid-2030s, assuming stable macroeconomic and regulatory conditions. For example, Zion Market Research estimates that the health and wellness market will reach approximately $8.9 trillion by 2030, representing a compound annual growth rate of approximately 6.9% during the 2023–2030 period.

Market expansion is being driven by several long-term and reinforcing factors, including demographic and behavioral shifts such as aging populations, rising prevalence of chronic conditions, and increasing consumer emphasis on longevity, quality of life, and preventive health. Consumers are increasingly allocating discretionary spending toward proactive health and wellness solutions rather than reactive or episodic care. In parallel, the rapid adoption of digital health technologies, data-driven wellness platforms, and personalized health solutions has expanded accessibility, scalability, and consumer engagement across multiple wellness categories.

Growth is further supported by rising global middle-class populations, particularly in emerging markets, which are contributing to increased demand for wellness-related products and services. Additionally, employer-sponsored wellness initiatives and institutional adoption of preventive health programs continue to support stable demand across economic cycles.

Demand within the health and wellness sector has historically demonstrated relative resilience during periods of economic uncertainty, as consumers increasingly view health-related expenditures as essential rather than discretionary. Subsegments such as nutrition, mental wellness, fitness, and digital health solutions have exhibited particularly strong growth in recent years, including accelerated adoption following the COVID-19 pandemic.

Despite its size and growth trajectory, the global health and wellness market remains highly fragmented, with no single participant holding a dominant market share across the sector. This fragmentation presents opportunities for differentiated brands, technology-enabled platforms, and vertically integrated business models to capture targeted segments of the broader addressable market.

While market forecasts are inherently subject to uncertainty and may be affected by factors such as regulatory developments, changes in consumer preferences, technological disruption, and broader macroeconomic conditions, management believes that the underlying fundamentals of the global health and wellness sector support continued expansion and sustained demand growth over the long term.

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LIMX’s business model is designed to address this convergence by operating as a hybrid wellness platform that integrates digital engagement with offline distribution and experiential access. Rather than relying exclusively on a single sales channel, LIMX intends to engage consumers through a combination of proprietary digital platforms, direct-to-consumer fulfillment, and strategic offline partnerships. This structure is intended to expand market reach, diversify revenue streams, and reduce dependence on any single distribution channel.

Through its digital infrastructure, LIMX seeks to support consumer education, personalization, subscription-based offerings, and ongoing engagement, while also leveraging data analytics and customer relationship management systems to better understand purchasing behavior across channels. In parallel, offline distribution is expected to support brand visibility, product trial, and access to consumer segments that may prefer or require in-person engagement. These offline channels may include retail distribution, wellness centers, fitness and lifestyle venues, events, and other third-party partners aligned with LIMX’s wellness-focused positioning.

The integration of digital and physical distribution is further supported by advances in supply chain management, logistics, and inventory optimization technologies, which enable coordinated fulfillment and consistent consumer experiences across channels. By aligning digital engagement with offline access points, LIMX aims to increase customer lifetime value, improve retention, and adapt more efficiently to changes in consumer demand.

As global health and wellness spending is projected to approach approximately $8–10 trillion by the end of the decade, platforms capable of serving consumers across multiple purchasing environments may be positioned to capture a broader share of the addressable market. Management believes that LIMX’s hybrid, omnichannel approach aligns with current and anticipated consumer behavior within the wellness sector, while also providing flexibility to scale across geographies, product categories, and distribution formats over time.

The digital commerce and wellness landscape remains highly competitive and subject to regulatory developments, technological change, shifts in consumer preferences, and operational execution risks. However, management believes that a diversified, omnichannel strategy that integrates digital engagement with offline distribution and partnerships may support sustainable growth and resilience relative to single-channel or narrowly focused business models.

OTHER

BUSINESS DIVISIONS

Limitless X Holdings Inc. is a holding company that conducts its operations through a portfolio of wholly owned subsidiaries. Each subsidiary is structured to operate within a distinct vertical while remaining strategically aligned under a centralized corporate, financial, and governance framework. The Company owns 100% of the equity interests in each operating subsidiary, providing full control over strategic direction, capital allocation, intellectual property, and operational execution across the platform.

The Company’s subsidiaries are organized to support an integrated ecosystem spanning health and wellness products, digital commerce, media and content production, live sports and entertainment initiatives, and emerging technology development. While certain subsidiaries may be in varying stages of development, each is intended to contribute to long-term revenue growth, brand expansion, and enterprise value creation for the consolidated holding company.

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LIMITLESS

X, INC.

Limitless X Inc., a Nevada corporation (“Limitless X”), operates as a direct-to-consumer e-commerce company specializing in innovative health and wellness products, with a primary focus on premium dietary supplements designed to enhance mental health and support brain-boosting performance. The company’s flagship products—NZT-48, NZT-48 Lion’s Mane, NZT-48 For Her, and Oneshot Nootropic Pre-Workout—are developed to enhance cognitive performance, boost energy, and support overall wellness. The name NZT-48 is also the same as the fictional cognitive-enhancing drug featured in the movie Limitless and the subsequent TV series, which is currently available on Disney+.

Leveraging a data-driven strategy, influencer partnerships, and high-performance digital marketing, Limitless X expects to rapidly scale both its customer base and brand footprint. In 2025, the company strategically expanded into the Consumer-Packaged Goods (CPG) sector with the launch of its proprietary Nootropic Coffee Concentrate. To date, approximately $50,000 has been invested in development and pre-launch preparation, with an additional $250,000 projected for the commercial rollout, which includes scaling test campaigns, introducing three new flavors, and replenishing initial inventory.

The Coffee Concentrate is formulated for taste and convenience and is intended to be a source of clean energy to support enhanced focus and sustained mental performance. This product directly aligns with the preferences of today’s wellness-focused consumer and represents a strategically important addition to the Limitless X product ecosystem.

The U.S. coffee market exceeds $100 billion annually, with coffee concentrates and ready-to-mix beverages emerging as one of the fastest-growing segments. Competitors such as Jot and newer entrants like Javvy underscore the rising demand for premium, high-potency concentrates that deliver both flavor and functionality. Limitless X differentiates itself by integrating wellness-enhancing ingredients, nutritional upgrades, and a holistic lifestyle connection supported by the broader Limitless X ecosystem.

Building on this momentum, Limitless X plans to introduce an expanded line of specialty coffee concentrates, including nootropic blends, adaptogenic formulas, and other wellness-forward infusions designed to optimize both mind and body. This marks the first phase of a broader CPG rollout. Supported by the CEO’s strategic industry relationships and direct access to major retail partners, the company is positioned to scale across multiple verticals, from functional beverages to nutritional snacks and additional wellness-centric consumer goods.

As part of its two-year growth strategy, Limitless X aims to significantly expand its direct-to-consumer (DTC) business by leveraging its core competency: high-performance digital marketing. The DTC model will be driven by conversion-focused advertising across Facebook, TikTok, Taboola, and related platforms, complemented by targeted influencer marketing initiatives. This channel is expected to remain a primary growth driver as the company increases advertising spend in line with projected revenue and return on ad spend.

Currently, we retain approximately 35% of our customers through recurring billing, giving us an average lifetime value (LTV) of about $90 per customer. With the strategic addition of more SKUs and product bundles throughout 2025, we project a doubling of our LTV to $180. By 2026, we aim to increase this figure by an additional 50%, bringing LTV to approximately $270, driven by continued customer retention efforts, subscription optimization, and upsell opportunities. While we are optimistic about the projected increase in LTV, these figures are estimates and there is no guarantee or assurance that we will achieve these targets.

In parallel with our DTC push, Limitless X is pursuing big-box retail distribution to further diversify our sales channels and amplify brand visibility. This retail expansion will work hand-in-hand with our digital growth, offering consumers multiple touchpoints to engage with our brand. On a global scale, Limitless X aims to expand into key international markets such as Canada, Latin America, Philippines, India and the MENA region. While these targeted markets offer substantial growth potential and align with our mission to make premium health and wellness products accessible worldwide, such plans are aspirational and may not come to fruition as we do not currently have concrete plans to implement such an expansion.

Together, these strategic initiatives—DTC acceleration, retail expansion, and international market penetration—will better position Limitless X to enhance operations, increase market share, and achieve sustainable, long-term revenue growth. As we execute on this vision, we aspire to build the reputation of Limitless X in the global health and wellness industry.

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LIMITLESS

FILMS, INC.

Limitless Films, Inc., a Florida corporation (“Limitless Films”), is a film and television company focused on the development, packaging, and financing of premium motion picture and episodic content for domestic and international markets. The Company’s strategy emphasizes disciplined capital deployment, selective project participation, and collaboration exclusively with established, reputable directors, producers, and recognized acting talent with demonstrated commercial track records. By focusing on carefully curated projects and experienced creative partners, the Company seeks to mitigate development, production, and distribution risk. As of January 1, 2026, Limitless Films is a wholly-owned subsidiary of the Company, and the activities of Limitless Films will be consolidated into the financial statements of the Company going forward.

Limitless Films primarily operates through a packaging and structured investment model, whereby projects are assembled with attached creative leadership, principal cast, defined budgets, and clear distribution pathways prior to or early in production. The Company generally seeks to monetize projects through pre-sales, licensing arrangements, secured lending, and distribution agreements with domestic and international buyers, rather than relying solely on speculative box office performance. International markets are expected to play a meaningful role in this strategy, supporting diversified revenue streams and advance sales opportunities.

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FilmFinancing Strategy:

We plan to produce films with total budgets ranging from 3 million to 10 million dollars, beginning with mid-budget projects in the 3-to-5-million-dollar range. These films balance creative ambition with commercial sensibility and allow us to pair rising talent with established A-list actors while maintaining attractive risk-adjusted economics.

Our film financing model is engineered for maximum leverage, security, and rapid capital recycling. Limitless Films expects to finance approximately 10 to 15 percent of each film’s total budget in-house, providing the seed capital that unlocks full financing. The remaining 85 to 90 percent will be sourced through well-established, low-risk channels, including:

●	Bank<br> financing backed by state and international tax credits
	(tax credits are pre-sold or monetized through completion-bonded<br> structures)
●	Strategic<br> partnerships with studios and distributors
●	Private<br> film financiers and equity partners who co-invest based on creative and commercial viability

We also utilize domestic paper and other secured lending mechanisms that guarantee repayment, allowing us to deploy capital with limited downside. These instruments, which may be collateralized by tax credits, domestic distribution agreements, minimum guarantees, or presale contracts, ensure that our funds are protected, contractually secured, and returned quickly, often within 12 to 18 months depending on production and delivery timelines. This structure minimizes risk and allows capital to be recycled into new projects without liquidity strain.

This capital structure enables us to maintain meaningful creative control and backend participation while minimizing upfront exposure. To further reduce risk and support capital recovery, we intend to align with major distribution partners early in development. This includes potential theatrical distribution deals and direct-to-streaming releases with platforms such as Amazon Prime or Netflix, depending on the target demographic and genre. It should be noted, however, that aside from the Bridge Loan Agreement, we do not currently have any agreements in place with production companies, studios, or distributors, and there is no assurance that we will enter into any such agreements in the future.

Owning or co-owning key intellectual property assets, including scripts, characters, trademarks, and brand integrations, combined with the above capital strategy, is intended to support long-term royalty streams and profit participation for Limitless Films. Except for the Bridge Loan Agreement, which gives Limitless Films a security interest in the underlying rights of The Gentleman Thief, we do not currently have any agreements regarding ownership or co-ownership of key intellectual property assets, and we may never enter into any such agreements.

StrategicValue to Limitless X:

Each film serves as a large-scale marketing engine for Limitless X products and brands. Through organic product placement, lifestyle integration, influencer and athlete involvement, and storyline-driven brand tie-ins, our films become high-visibility platforms that:

●	Increase<br> national and international brand awareness
●	Drive<br> conversion by associating products with A-list talent and culturally relevant storytelling
●	Cross-promote<br> across our wellness, fitness, and streaming ecosystems
●	Expand<br> Limitless X into new consumer markets and global audiences

Through secure financing, strategic distribution, and integrated brand placement, every project functions as both a revenue-generating film and a powerful marketing asset for the Limitless X ecosystem.

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FilmRevenue Generation Strategy:

We plan to generate revenue from our films through a multi-channel monetization strategy that includes:

●	Domestic<br> and international box office receipts;
●	Global<br> streaming rights sales;
●	Licensing<br> and syndication to TV and VOD platforms;
●	Third-party<br> brand sponsorships and product placement;
●	Royalties<br> from soundtrack and merchandise sales;
●	International<br> territory sales and pre-sales; and
●	Ancillary<br> rights (airlines, hotels, inflight entertainment, etc.)

Led by CEO Jas Mathur and Director Arthur Sarkissian, we are leveraging a powerful network of top-tier entertainment, media, and brand relationships.

Arthur Sarkissian is the visionary producer behind the iconic Rush Hour franchise, one of the most successful action-comedy series in global box office history. Rush Hour 4 was recently announced with Paramount set to distribute the film, following a major push and public endorsement by President Donald Trump, further elevating the franchise’s momentum and visibility.

In addition to our core leadership, we maintain strategic alliances with established producers, directors, and industry veterans whose collective portfolios include films starring A-list talent such as Robert De Niro, Al Pacino, Dwayne Johnson, Mark Wahlberg, Bruce Willis, Megan Fox, John Travolta, and many more. These partnerships significantly expand our creative reach, enhance our access to premier talent, and strengthen the commercial potential of our slate and long-term strategy.

Together, our approach combines high-impact storytelling with viral influencer-driven marketing to create content that not only captivates audiences but also drives measurable real-world product awareness and conversion.

Currently, we have four completed scripts (where ownership of the IP rights thereunder belongs exclusively to Limitless Films), several A-list actors committed, and are positioned to begin production pending receipt of financing from this Offering or other sources. We currently do not have any agreements in place regarding the scripts and we may never into such agreements with respect to intellectual property rights such as trademarks, licenses, or royalties. However, as we scale, we will continue to work to finalize international rights deals, expand our digital and physical distribution pipelines, and elevate promotional campaigns driven by our network of influencers—amplifying visibility, boosting corporate valuation, and achieving long-term, sustainable revenue growth.

LIMITLESS

ENTERTAINMENT GROUP, INC.

Limitless Entertainment Group, Inc., a Florida corporation (“Limitless Entertainment”), is a wholly owned subsidiary of Limitless X Holdings Inc. The Company is focused on supporting, developing, and scaling professional boxing through live event production, fighter development infrastructure, strategic partnerships, and integrated media initiatives.

Limitless Entertainment operates as a collaborative platform within the boxing ecosystem. Rather than replacing existing industry participants, the Company works alongside licensed promoters, managers, trainers, sanctioning bodies, and regulatory authorities to enhance operational efficiency, expand market reach, and create sustainable opportunities for fighters at every stage of their careers.

The Company is led by an experienced executive team with more than a decade of direct involvement in boxing and mixed martial arts. Leadership experience includes working with elite professional fighters, negotiating athlete and promotional contracts, securing brand sponsorships, managing regulatory compliance, and producing live combat sports events. This background also includes the operation of an MMA promotions company in Montreal in 2013, providing hands-on expertise in event execution, athletic commission relations, audience development, and venue logistics.

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Through its integrated model, Limitless Entertainment aims to deliver high-quality live events, support athlete development pathways, and create compelling content for digital and broadcast distribution. The Company leverages strategic alliances, disciplined operational practices, and industry relationships to build scalable, revenue-generating boxing properties while maintaining the integrity of the sport.

StrategicPartnership & Fighter Development Division:

Limitless Entertainment has entered into a partnership with Manny Pacquiao Promotions, securing an equity stake and launching a dedicated division focused on supporting fighter development and promotional growth. This division does not manage fighters; instead, it provides infrastructure, resources, and opportunities designed to complement the work of licensed managers, trainers, and promoters. The division will:

●	Collaborate<br> with partners to identify and spotlight rising boxing talent;
●	Support<br> fighters’ promotional visibility, brand-building, and media exposure opportunities;
●	Provide<br> access to coaching, training facilities, conditioning resources, and performance-optimization programs;
●	Integrate<br> Limitless X Inc. performance nutrition products designed to support strength, recovery, and endurance goals;
●	Assist<br> in creating content, digital storytelling, and audience engagement initiatives around fighters;
●	Negotiate<br> and secure brand partnerships, sponsorships, endorsements, licensing agreements, marketing campaigns, and other corporate commercial<br> opportunities for fighters;
●	Participate<br> in promotional activities and event development while remaining strictly outside of any role involving purse negotiations;
●	Not<br> earn a percentage of a fighter’s purse, nor engage in negotiating fight purses, bout terms, or any compensation directly tied<br> to sanctioned fight earnings.

This structure enables Limitless Entertainment to support and elevate fighters through promotional, commercial, and developmental resources—while maintaining full compliance with all regulatory requirements and avoiding any activities that may constitute fighter management or interfere with purse-related negotiations.

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EventProduction & National Expansion

Beginning in 2026, Limitless Entertainment will produce multiple championship boxing events across high-value markets including California, New York, Florida and Montreal, QC.

The Company held its inaugural boxing event on November 29, 2025, at Pechanga Resort Casino. The Company intends to use this event as a basis for developing additional boxing events in 2026 and beyond.

EventRevenue:

●	Digital<br> pay-per-view (PPV) for select events
●	Ticketing<br> and VIP hospitality experiences
●	Corporate<br> sponsorships and brand integrations
●	Merchandise<br> sales and athlete-branded apparel
●	Broadcast<br> and media licensing rights
●	International<br> distribution and content syndication
●	On-site<br> concessions and food and beverage revenue sharing
●	Branded<br> fan experiences, meet-and-greets, and VIP access
●	Ticketed<br> weigh-ins, open workouts, and training sessions
●	On-demand<br> replays, highlight packages, and event archives
●	Subscription-based<br> access to behind-the-scenes or premium content
●	Social<br> media monetization and platform revenue sharing
●	Fighter<br> appearance fees and promotional participation agreements
●	Training<br> camps, seminars, and clinics connected to events
●	Product<br> placement within live events and broadcasts
●	Naming<br> rights for events, fight series, or venues
●	Co-branded<br> product launches tied to major fights
●	Licensing<br> of event formats, brands, or proprietary content libraries
●	Documentary,<br> film, or episodic content derived from event footage
●	Gaming,<br> fantasy, and interactive fan experiences
●	Fan<br> data monetization through compliant marketing partnerships

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Leadership& Industry Advantage:

Limitless Entertainment’s position is further strengthened through its strategic partnership with Manny Pacquiao, the only eight-division world champion in boxing history and a universally respected Hall of Fame legend. Pacquiao’s unparalleled legacy, global fan base, and championship pedigree bring instant credibility, authenticity, and worldwide recognition to the Limitless brand—anchoring the company at the highest level of combat sports and athletic performance.

This foundation is reinforced by Sean Gibbons, whose decades-long career spans global matchmaking, elite fighter development, world-title campaigns, and major international event production. Gibbons’ deep relationships across boxing commissions, sanctioning bodies, promoters, broadcasters, and fighters provide Limitless with rare access and institutional knowledge, enabling the company to operate seamlessly across both domestic and international markets.

The Company’s CEO further adds a critical layer of operational and strategic depth, bringing over a decade of hands-on experience working directly with elite fighters, trainers, and promoters. His background includes founding and operating an MMA promotions company in Montreal in 2013, where he gained first-hand expertise in athlete management, live event logistics, regulatory compliance, sponsorship acquisition, and fan engagement. This experience gives Limitless a meaningful competitive advantage in promoter relations, event execution, brand activation, and audience development.

Together, this leadership team uniquely positions Limitless Entertainment at the intersection of elite athletic performance, combat sports, global entertainment, and scalable brand development—combining championship credibility, operational expertise, and industry relationships to build a platform designed for long-term growth and international impact.

AI-PoweredStreaming Platform & Digital Media Ecosystem:

Limitless Entertainment intends to develop an advanced, AI-enabled global streaming platform for boxing, designed to operate on customizable technology frameworks and cloud-based infrastructure, including Amazon AWS, to support scalability, performance efficiency, and cost-effective operations. The platform is expected to integrate live and on-demand content, data-driven fan engagement tools, and digital distribution capabilities as development progresses.

DevelopmentCost & Timeline:

●	Total<br> development cost: Approximately $750,000 - $1,000,000
●	Platform<br> + Smart TV + Mobile app launch timeline: 6 to 9 months
●	Monthly<br> maintenance (incl. staff): Not exceeding $25,000 USD

AWS-DrivenScalability:

●	The<br> platform will utilize Amazon AWS for servers, CDN delivery, and load balancing, ensuring:
●	Ultra-low<br> cost per active viewer
●	High<br> reliability during live fight events

Automaticscaling for global audiences:

Even with 100,000 concurrent viewers, operational costs are projected at $12,000–$15,000 USD per month, providing exceptional scalability at negligible incremental cost.

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PlatformFeatures:

●	Live<br> and on-demand event streaming
●	Multi-camera<br> viewing capabilities
●	Real-time<br> analytics & commentary
●	AI-powered<br> predictive insights
●	Fan<br> voting, polls, and interactive tools
●	Community<br> chat and social engagement
●	Training<br> camp, behind-the-scenes, and exclusive fighter content
●	Streaming<br> Revenue Components
●	Digital<br> PPV sales
●	Subscription<br> memberships
●	App<br> store distribution
●	Advertising<br> & sponsorship sales
●	Data<br> analytics licensing
●	Premium<br> digital content & exclusive access packages

StreamingRevenue Channels:

●	Digital<br> PPV sales
●	Subscription<br> memberships (monthly/annual)
●	Advertising<br> & sponsorship integrations
●	App<br> ecosystem distribution
●	Analytics<br> & audience insights licensing
●	Premium<br> digital content sales

IntegratedFilm & Storytelling Division

Limitless Entertainment Group will collaborate with Limitless Films Inc. to develop and produce a slate of premium documentaries, athlete-driven series, and culturally resonant original content distributed across the United States, Canada, Latin America, and Asia. This content strategy is designed to spotlight athlete journeys, championship moments, behind-the-scenes access, and untold stories that deepen fan connection while expanding global audiences.

By controlling both content creation and athlete narratives, Limitless is positioned to elevate fighters beyond competition and transform them into recognizable global brands with long-term commercial value. Programming will span multiple formats, including long-form documentaries, episodic series, digital-first content, and exclusive behind-the-scenes access tailored for streaming platforms, social media, and broadcast partners.

This integrated, cross-media approach amplifies the entire Limitless Entertainment ecosystem and creates a powerful flywheel that:

●	Builds<br> authentic fighter brands and fan loyalty
●	Expands<br> international reach across high-growth markets
●	Drives<br> incremental subscription, sponsorship, licensing, and PPV revenue
●	Enhances<br> event promotion, merchandise sales, and brand partnerships

By merging elite combat sports with premium storytelling, Limitless Entertainment and Limitless Films Inc. are creating a scalable media platform that extends far beyond the ring and positions the company at the intersection of sports, culture, and global entertainment.

Vision

With meaningful influence across the talent development pipeline, a nationwide portfolio of live boxing events, a flagship Hollywood high-performance training center, and (later) a global AI-powered streaming and media platform, Limitless Entertainment Group Inc. is building a vertically integrated boxing support and development ecosystem designed to strengthen the sport from within.

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Limitless is not seeking to reinvent boxing. Instead, the Company exists to support, develop, and elevate fighters, helping them maximize their opportunities both inside and outside the ring. By providing access to elite training, performance science, media exposure, brand-building resources, and global distribution, Limitless empowers athletes to take greater control of their careers while remaining fully aligned with the traditional boxing structure.

The Company is committed to working collaboratively with promoters, managers, trainers, and sanctioning bodies at both the national and international levels. Through partnership rather than competition, Limitless enhances event promotion, expands audiences, and creates additional revenue opportunities that benefit all stakeholders in the ecosystem.

Backed by iconic partners, deep industry relationships, and a robust digital infrastructure, Limitless Entertainment Group is positioning itself as a trusted global platform for fighter development and visibility, bridging performance, media, and opportunity while preserving the integrity and legacy of the sport of boxing.

BODYCOR,

INC.

BodyCorInc., a Nevada corporation formed in July 2025, is a wholly owned subsidiary established to consolidate, develop, and scale technology-driven wellness initiatives across the Limitless X ecosystem. BodyCor is intended to serve as the Company’s centralized technology and data innovation layer, supporting consumer engagement, personalization, and long-term brand intelligence while remaining complementary to the Company’s core nutraceutical, consumer packaged goods, entertainment, and athlete-driven platforms.

BodyCor’s strategic objective is to develop simple, intuitive, and AI-assisted digital wellness tools that enhance the customer experience surrounding the Company’s existing and planned products, without positioning the platform as a medical or diagnostic solution. These tools are intended to support personalized nutrition guidance, product education, habit formation, and engagement, while generating anonymized and aggregated insights that may inform future product development, marketing efficiency, inventory planning, and customer retention strategies across the Company’s subsidiaries.

As part of this strategy, the Company has acquired a 60% controlling equity interest in DING, a food and nutrition-focused technology platform, with the contractual right, but not the obligation, to acquire up to 100% of DING, subject to applicable agreements. DING operates with an existing commercial partnership with Instacart, pursuant to which grocery ordering and fulfillment are enabled through Instacart’s platform. Through this model, the Company expects to participate economically in commerce activity generated through the DING platform, linking digital nutrition engagement directly to consumer purchasing behavior. The integration of DING under BodyCor is intended to expand the Company’s addressable monetization opportunities beyond product sales by embedding the ecosystem into everyday food, nutrition, and lifestyle decision-making.

In addition to consumer applications, BodyCor is expected to support professional fighters and athletes affiliated with Limitless Entertainment Group Inc. through performance-oriented wellness tools focused on routine optimization, recovery awareness, and lifestyle consistency. These tools are intended to integrate with content, athlete engagement, and brand partnerships to create a unified, data-informed wellness experience.

PlannedPlatform Capabilities (Conceptual)

BodyCor intends to pursue development of a modular technology platform that may include, subject to available capital and execution:

●	Personalized<br> nutrition and supplement guidance based on user-provided lifestyle inputs, preferences, and goals
●	Habit-tracking<br> features addressing sleep, hydration, fitness activity, and supplementation consistency
●	AI-assisted<br> educational content, coaching prompts, and actionable wellness insights
●	Automated<br> onboarding, engagement, and retention workflows tied to product usage and content consumption
●	Athlete-focused<br> tools designed to help track training routines, recovery patterns, and daily readiness
●	Aggregated,<br> anonymized data analytics to identify emerging consumer trends and inform product innovation
●	Integration<br> across the Company’s eCommerce, content, athlete, and brand platforms

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StrategicRationale & Value Creation

If successfully developed and integrated, BodyCor and DING are intended to:

●	Increase<br> customer lifetime value through improved engagement and personalization
●	Support<br> improved conversion and retention across DTC and commerce-enabled channels
●	Diversify<br> monetization through Instacart-facilitated commerce activity
●	Enhance<br> data-driven product development, inventory planning, and marketing efficiency
●	Strengthen<br> athlete, brand, and partner relationships through differentiated digital experiences

Risk& Forward-Looking Disclosure

This initiative is forward-looking and subject to significant execution, technical, integration, regulatory, and capital risks. There can be no assurance that BodyCor’s planned technologies or DING’s projected growth will be achieved, that the Instacart partnership will continue on current terms, or that these initiatives will generate revenue or positive returns. The Company may modify, delay, scale back, or discontinue development at any time.

ComplianceTeam

All compliance matters are managed internally by our Chief Operating Officer in close collaboration with our Vice President of Legal Affairs. Together, they oversee and ensure compliance with all applicable legal and regulatory requirements across our operations. This oversight includes data security, privacy protections, and adherence to, and where possible exceeding, relevant governmental standards. Our organization is committed to maintaining the highest levels of transparency, accountability, and ethical conduct across all departments. Management actively monitors developments in the regulatory environment and implements timely updates to our policies and procedures to remain compliant. We place a strong emphasis on safeguarding customer information and privacy while proactively addressing evolving legal requirements to mitigate risk and protect the long-term interests of the business.

RegulatoryCompliance – FDA and FTC

We are subject to various federal, state, and local laws, regulations and administrative practices that affect our business. The safety, formulation, manufacturing, processing, packaging, importation, labeling, promotion, advertising, and distribution of our dietary supplements, are subject to regulation by several federal agencies, including the FDA, the FTC, the USDA and the CPSC.

The FDA exercises broad jurisdiction over the labeling and promotion of dietary supplements. Labeling is a broad concept that, under most circumstances, extends even to product-related claims and representations made on package inserts, and in some cases, a company’s website and printed or digital media. All dietary supplements, must bear labeling that provides consumers with specific information with respect to standards of product identity, net quantity/weight, nutrition or supplement facts labeling, ingredient statements, contact information for the manufacturer/packer/distributor, allergens, and certain other disclosures.

The FDA has comprehensive authority to regulate the safety of dietary supplements, dietary ingredients, labeling and current good manufacturing practices. The DSHEA, enacted in 1994, greatly expanded the FDA’s regulatory authority over dietary supplements. Through DSHEA, dietary supplements became a separately regulated subcategory of food, and the FDA was empowered to establish good manufacturing practice regulations governing key aspects of the production of dietary supplements, including quality control, record keeping, packaging, and labeling. DSHEA also expressly permits dietary supplements to make label claims and promotional statements describing how a product affects the structure, function or general well-being of the body if adequate scientific evidence exists to substantiate the claim, although no statement may expressly or implicitly represent that a dietary supplement will diagnose, cure, treat or prevent a disease, which are claims reserved for drug products that are regulated separately by the FDA.

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The FDA has broad authority to enforce the provisions of the FDCA applicable to the safety, labeling, manufacturing, transport, and promotion of dietary supplements, including powers to issue a public warning letter to a company, publicize information about illegal, misbranded, or adulterated products, instituting a seizure action, an injunction action, or a criminal prosecution. In the past few years, the FDA has commenced enforcement actions against dietary supplement companies by issuing warning letters regarding products that make impermissible claims related to treatments and cures for various diseases.

In addition to the FDA’s regulatory control over product labeling, the FTC also exercises jurisdiction over the advertising of foods and dietary supplements, including health benefit claim, as well as deceptive advertising methods. The FTC has the power to levy monetary sanctions and demand “consent decrees” or seek judgments that include penalties and restitution to consumers that can severely limit a company’s business practices. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. In December of 2022, FTC issued its Health Products Compliance Guidance that suggests that at least one randomized clinical trial may be necessary for any claim regarding the health benefits of a product. In addition to FTC warning letters and enforcement actions, private parties are increasingly initiating broad consumer class actions against food and dietary supplement manufacturers for false or misleading labeling and/or advertising.

As is common in our industry, we rely on our suppliers and contract manufacturers to ensure that the products they manufacture and sell to us comply with all applicable regulatory and statutory requirements. In general, we seek certifications of compliance, representations and warranties, indemnification and insurance from our suppliers and contract manufacturers, directly or through our distributor. However, even with adequate certifications, representations and warranties, insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in the products we sell. In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or withdraw such products from our stores.

DataPrivacy

In the ordinary course of our business, we might collect and store in our internal and external data centers, cloud services and networks sensitive data, including our proprietary business information and that of our customers, suppliers, and business collaborators, as well as personal information of our customers and employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. The number and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past few years. Despite our security measures, it is impossible for us to eliminate this risk.

A number of states in the United States have enacted data privacy and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of personal information, such as social security numbers, financial information, and other sensitive personal information. For example, all 50 states and several U.S. territories now have data breach laws that require timely notification to affected individuals, and at times regulators, credit reporting agencies and other bodies, if a company has experienced the unauthorized access or acquisition of certain personal information. Other state laws, particularly the California Consumer Privacy Act, as amended (“CCPA”), among other things, contain disclosure obligations for businesses that collect personal information about residents in their state and afford those individuals new rights relating to their personal information that may affect our ability to collect and/or use personal information. Further, the California Privacy Rights Act (“CPRA”) was recently voted into law by California residents. The CPRA significantly amends the CCPA and imposes additional data protection obligations on covered companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. It also creates a new California data protection agency specifically tasked to enforce the law, which would likely result in increased regulatory scrutiny of California businesses in the areas of data protection and security. The substantive requirements for businesses subject to the CPRA went into effect on January 1, 2023, and became enforceable on July 1, 2023. Meanwhile, several other states and the federal government have considered or are considering privacy laws like the CCPA. We will continue to monitor and assess the impact of these laws, which may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class-action litigation and carry significant potential liability for our business.

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Outside of the United States, data protection laws, including the European Union General Data Protection Regulation (the “GDPR”), also might apply to some of our operations or business collaborators. Legal requirements in these countries relating to the collection, storage, processing, and transfer of personal data/information continue to evolve. The GDPR imposes, among other things, data protection requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer personal data/information of persons located in the European Union, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances, and possible substantial fines for any violations (including possible fines for certain violations of up to the greater of €20 million or 4% of total company revenue). Other governmental authorities around the world have enacted or are considering similar types of legislative and regulatory proposals concerning data protection.

The interpretation and enforcement of the laws and regulations described above are uncertain and subject to change, and may require substantial costs to monitor and implement and maintain adequate compliance programs. Failure to comply with United States and international data protection laws and regulations could result in government enforcement actions (which could include substantial civil and/or criminal penalties), private litigation and/or adverse publicity and could negatively affect our operating results and business.

We rely on a variety of marketing techniques and practices, including email and social media marketing, online targeted advertising, cookie-based processing, and postal mail to sell our products and services and to attract new consumers, and we and our vendors, are subject to various current and future data protection laws and data protection obligations that govern marketing and advertising practices. Governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some providers of consumer devices, web browsers and application stores have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents, or limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. Laws and regulations regarding the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new consumers on cost-effective terms, which, in turn, could have an adverse effect on our business, financial condition, results of operations, and prospects.

Seasonality

We do not experience seasonal variations in our quarterly operating results and capital requirements.

HumanCapital

As of the date of this Offering Circular, we have 7 full-time employees and 4 sub-contractors. None of our employees are members of a labor union or covered by a collective bargaining agreement.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and new employees, advisors, and consultants. The principal purposes of our equity incentive plans are to attract, retain and reward personnel through the granting of equity-based compensation awards in order to increase shareholder value and the success of our business by motivating such individuals to perform to the best of their abilities and achieve our objectives.

LegalProceedings

From time to time, the Company is involved in legal proceedings. arising in the ordinary course of our business, the resolution of which we do not anticipate would have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations. For more detail regarding litigation matters, please see the Financial Statements.

PROPERTIES

We have a lease for our corporate headquarters located at 9777 Wilshire Blvd., #400, Beverly Hills, CA 90212.

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CORPORATE

HISTORY AND BACKGROUND

The Company was formed in the State of Nevada on June 3, 1996, as Vyta Corp. On November 5, 2010, the Company changed its name to Bio Lab Naturals, Inc. On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“Limitless X”), and its 11 shareholders (the “Limitless X Nevada Acquisition”). The parties completed and closed the Limitless X Acquisition on May 20, 2022. Concurrently with the Limitless X Nevada Acquisition, Jaspreet Mathur, the founder, and principal shareholder of Limitless X, also purchased from Helion Holdings LLC, shares of Bio Lab’s Class A Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab. On June 10, 2022, the Company changed its name to Limitless X Holdings Inc.

CORPORATE

INFORMATION

We are a Delaware corporation. Our corporate headquarters are located at 9777 Wilshire Blvd., Suite 400, Beverly Hills, California 90212, and our telephone number is (855) 413-7030. We maintain a corporate website at https://www.limitlessx.com/ . Information for investors can be found on our Investor Relations website at https://ir.limitlessx.com .

REPORTS

TO SECURITY HOLDERS

We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Exchange Act. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM

1A. RISK FACTORS.

Our business, results of operations, and financial condition are subject to numerous risks and uncertainties. In connection with making any investment decision with respect to our securities, you should carefully consider the following risk factors, which address the material risks concerning our business and an investment in our securities, together with the other information contained in this filing. The risks described below are material risks currently known, expected, or reasonably foreseeable by us. However, the risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating results, prospects, or financial condition. If any of the risks discussed in this filing occur, our business, prospects, liquidity, financial condition, and results of operations could be materially and adversely affected, in which case the trading price of our common stock could decline significantly. You should read these Risk Factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our consolidated financial statements and related notes in Item 8. Additionally, some statements herein constitute forward-looking statements. (See “Cautionary Note Concerning Forward-Looking Statements.”)

Summaryof Risk Factors

●	We<br> have incurred significant losses, we expect to incur losses in the future, and we may not be able to generate sufficient revenue<br> to achieve and maintain profitability.
●	The<br> report of the independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.
●	All<br> of the current brands and products that we sell and promote are owned or controlled by our Chief Executive Officer and we may lose<br> all of our business at any time.
●	If<br> we fail to cost-effectively acquire new consumers or retain our existing consumers, our business could be adversely affected.
●	Use<br> of social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.
●	If<br> we fail to retain existing customers, or fail to maintain average order value levels, we may not be able to maintain our revenue<br> base and margins, which would have a material adverse effect on our business and operating results.
●	We<br> rely on third parties for some essential business operations and services, and disruptions or failures in service or changes in terms<br> may adversely affect our ability to deliver goods and services to our customers.
●	Shipping<br> is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely<br> affect our operating results.
●	Increases<br> in labor costs, including wages, could adversely affect our business, financial condition, and results of operations.

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| --- | | ● | If we fail to maintain and enhance awareness of our brand, our business and financial results could be adversely affected. | | --- | --- | | ● | We could face liability for information displayed via our e-commerce webpages and our other websites. | | ● | Advertising inaccuracies or product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings. | | ● | We are subject to a number of other laws and regulations, which could impact our business. | | ● | Our future financial performance and our ability to commercialize our products and services and to compete effectively will depend, in part, on our ability to manage any future growth effectively. | | ● | We have authorized and designated Class A Preferred Convertible Stock, which are held by our Chief Executive Officer and majority shareholder and have voting rights of 60% of our common stock at all times. | | ● | Jaspreet Mathur, our Chief Executive Officer, owns greater than 50% of our voting securities which will cause us to be deemed a “controlled company” under the rules of NYSE American. | | ● | Because insiders control our activities, that may cause us to act in a manner that is most beneficial to them and not to an outside shareholder which could cause us not to take actions that outside shareholders might view favorably. | | ● | We are dependent upon our management, founders, key personnel, and consultants to execute our business plan, and many of them have concurrent responsibilities at other companies. | | ● | There are limitations on the liability of our directors. | | ● | We can issue future series of shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders. | | --- | --- | | ● | Our securities are considered a penny stock, and therefore are subject to the penny stock rules, and as such, U.S. broker-dealers may be discouraged from effecting transactions in our securities. |

While our shares of our common stock are quoted on the OTCQB, we are required to remain current in our filings with the SEC for our shares of common stock to remain quoted on the OTCQB and not be moved to the OTC Pink Market.

RISKS

RELATED TO OUR BUSINESS

Ourfuture profitability is uncertain.

We have incurred losses in recent quarters. Because we operate in the highly competitive nutritional supplement industry and are or expect to expand into film and television, regenerative skin care, entertainment, real estate, and potentially even digital assets, we have difficulty predicting our future operating results, and we cannot be certain that our revenue will grow at rates that will allow us to reach or maintain profitability on a quarterly or annual basis.

Wehave incurred recurring losses and may not be profitable in the future. Our plans to maintain and increase liquidity may not be successful.The report of the independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.

We have a history of operating losses and negative cash flow in operating activities. We have incurred recurring net losses, including net losses from operations before income taxes of $46.1 million for the year ended December 31, 2025 and we had an accumulated deficit of $84.9 million as of December 31, 2025. These factors raise substantial doubt as to our ability to continue as a going concern, and our independent registered public accounting firm has included a going concern uncertainty explanatory paragraph in their report for 2025. Our cash needs will depend on numerous factors, including our revenues, completion of our product development activities, customer and market acceptance of our product, and our ability to reduce and control costs. We expect to devote substantial capital resources to, among other things, fund operations and continue development plans. To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans, and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impact our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in the near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern.

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Wehave incurred significant losses, we expect to incur losses in the future, and we may not be able to generate sufficient revenue to achieveand maintain profitability.

For the year ended December 31, 2025, we incurred net losses of $46.6 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we (i) expand our business into new areas, which includes film and television, regenerative skin-care, entertainment and fin-tech, and which may not come to fruition and prove successful (ii) broaden our customer base, (iii) develop our retail and wholesale distribution platforms, and (iv) make expenditures in an effort to enhance our existing online direct-to-consumer website. Historically, we have devoted most of our financial and other resources on sales and marketing; continued expansion of our business; and general administration expenses, including legal, accounting, and other expenses. We may not succeed in increasing our revenues, which historically have been reliant on our online direct-to-consumer website, in a manner that will be sufficient to offset these higher expenses. Any failure to increase our revenues as we implement initiatives to grow our business could prevent us from achieving profitability. We cannot be certain that we will be able to achieve profitability on a quarterly or annual basis, if at all. If we are unable to address these risks and difficulties as we encounter them, our business, financial condition, and results of operations may suffer.

Certainof our lenders may require that a significant portion of gross proceeds received to be used to repay outstanding indebtedness, whichwould reduce the amount of proceeds available for other corporate purposes, and failure to comply with such requirements could resultin an event of default under the applicable loan agreements.

The Company is party to certain promissory notes with Auctus Fund, LLC and Labrys Fund II, L.P. Under the terms of the such notes, the holders thereof may require that up to 50% of gross proceeds received by the Company for any capital raise or in the ordinary course of business be immediately applied to repay amounts outstanding under the Notes. As a result, a substantial portion of gross proceeds received by the company in the ordinary course of business may not be available to fund the Company’s operations or for other general corporate purposes.

The Company’s failure to comply with this mandatory prepayment covenant, if invoked by the holders of the Notes, would constitute an event of default under either note or both, as applicable. An event of default under the Notes could result in the acceleration of all outstanding amounts due thereunder, the imposition of default interest rates, and the exercise of other remedies available to the holders, any of which could have an adverse effect on the Company’s financial condition, results of operations, and liquidity.

Allof the current brands and products that we sell and promote are licensed from Limitless Performance, Inc., an entity owned by our ChiefExecutive Officer and we may lose all of our business at any time, and royalties at a rate of 4% may begin to accrue as of December 31,2027

All of the current brands and products, including the NZT-48 products, that we sell and promote are licensed from Limitless Performance, Inc. (“LPI”), an entity owned by Jas Mathur, our Chief Executive Officer. If Mr. Mathur chooses, on behalf of LPI, to terminate our licensing agreement, we will effectively lose all of our current business. We entered into the licensing agreement with LPI for our current marketed brands in 2021 and it has a five-year term with automatic renewal for five years, whereby the licensor is not able to terminate the agreement with us before the end of a given term except “for cause.” However, the licensing agreement only grants us a non-exclusive license to manufacture, market, and distribute the brand’s products. Therefore, there is a possibility that LPI could work with other companies to manufacture, market, and distribute its products or replace us entirely. If this occurs, our revenues will significantly decline or stop completely. In addition, the trademarks for our name, “Limitless X,” and logo, are owned by entities that are owned or controlled by Mr. Mathur. In the event that he chooses, on behalf of LPI, to restrict our use of these trademarks, we will not be able to use our name and logo and would have to change our name.

In addition, after December 31, 2027, royalties under the licensing agreement with LPI, which are currently waived by Mr. Mathur, will begin to accrue at a rate of 4% on gross sales of NZT-48, which will increase our cost structure and could adversely affect our gross margins, cash flows and profitability if Mr. Mathur does not extend the royalty waiver. If our revenues grow faster than expected, the absolute amount of royalty payments would increase correspondingly, potentially diverting significant cash that would otherwise be available for research and development, sales and marketing, working capital and other corporate purposes. The royalty obligation may also disadvantage us relative to competitors that do not bear similar related-party royalty burdens and could limit our pricing flexibility.

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Ifwe fail to cost-effectively acquire new consumers or retain our existing consumers, our nutritional supplements business could be adverselyaffected.

Our success in our nutritional supplements business depends on our ability to attract new customers and engage existing customers cost-effectively. To acquire and engage customers, we must, among other things, promote and sustain our platform, and provide high-quality products, user experiences, and customer service. If customers do not perceive our e-commerce service or products to be reliable and of high quality, if we fail to introduce new and improved products, or if we introduce new products that are not favorably received by the market, we may not be able to attract or retain customers.

We have historically acquired a significant number of our customers through digital advertising on social media. The advertisers we utilize may terminate their agreements with us at any time or introduce factors beyond our control, such as such as adjustments to algorithms that may decrease user engagement or negatively affect our ability to reach a broad audience; increases in pricing; and changes in policies that may delay or prevent our advertising through these channels, all of which could impact our ability to attract new customers.

We have marketing initiatives designed to acquire customers through increased search engine optimization and streaming digital video services. These new acquisition channels may not perform as well as our historical social media advertising channels. Our efforts to diversify customer acquisition channels may not be effective, which could negatively affect our results of operations.

Customer acquisition costs may fluctuate and rise on the channels that have been successful for us historically and on new channels that we are introducing. Rising costs may limit our ability to expand or maintain our customer acquisition efforts which could negatively affect our results of operations.

Other factors may reduce our ability to acquire, maintain, and further engage with customers, including the effectiveness of our marketing efforts and other expenditures we make to continue to acquire new customers and maintain and increase engagement with existing customers; system updates to advertising platforms; changes in search algorithms by search engines; the development of new search engines or social media sites that reduce traffic on existing search engines and social media sites; and consumer behavior changes as a result of the COVID-19 pandemic or otherwise.

Moreover, consumer preferences may change, and customers may not purchase through our marketplace as frequently or spend as much with us as historically has been the case. As a result of these potential changes, the revenue generated from customer transactions may not be as high as revenue generated from transactions historically.

Wemust expend resources to maintain consumer awareness of our current nutritional supplement brands, to develop new business divisionsin television and film, regenerative skin-care, fintech, entertainment and real estate and generate interest in our current and new products.Our marketing strategies and channels will evolve, and our efforts may or may not be successful.

To remain competitive and expand and keep market share for our current nutritional products (including new and advanced versions of these products) and to develop our new businesses in television and film, regenerative skin care, fintech, entertainment and real estate, across our various channels, we need to increase our marketing and advertising spending. Substantial advertising and promotional expenditures will be e required to maintain or improve our brands’ market position and to develop our new business divisions, which includes our television and entertainment, regenerative skin care, fintech, entertainment and real estate divisions. An increase in our marketing and advertising efforts may not maintain our current reputation, which leads to increased brand awareness, or attract new customers. If we are unable to maintain and promote a favorable perception of our brand and products on a cost-effective basis, our business, financial condition, results of operations, and prospects could be adversely affected.

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Useof social media and influencers may materially and adversely affect our reputation or subject us to fines or other penalties.

We use third-party social media platforms as, among other things, marketing tools. We also maintain relationships with many social media influencers and engage in sponsorship initiatives. As existing e-commerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish presences on new or emerging popular social media platforms. If we are unable to cost-effectively use social media platforms as marketing tools or if the social media platforms that we use change their policies or algorithms, we may not be able to fully optimize such platforms, and our ability to maintain and acquire customers and our financial condition may suffer.

Furthermore, as laws and regulations and public opinion rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees, our network of social media influencers, our sponsors or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverse effect on our business, financial condition and operating results.

In addition, an increase in the use of social media for product promotion and marketing may cause an increase in the burden on us to monitor compliance of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations. For example, in some cases, the FTC has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser.

Wedo not prescribe what our influencers post, and if we were held responsible for the content of their posts or their actions, we couldbe fined or forced to alter our practices, which could have an adverse impact on our business.

Negative commentary regarding us, our products, or influencers and other third parties who are affiliated with us may be posted on social media platforms and may be adverse to our reputation or business. Influencers with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our customers in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us. It is not possible to prevent such behavior, and the precautions we take to detect this activity may not be effective in all cases. Our target consumers often value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or correction.

Ifwe fail to retain existing customers, or fail to maintain average order value levels, we may not be able to maintain our revenue baseand margins, which would have a material adverse effect on our business and operating results.

A significant portion of our net sales is generated from sales to existing customers. If existing customers no longer find our product offerings appealing, or if we are unable to timely update our product offerings to meet current trends and customer demands, our existing customers may make fewer or smaller purchases in the future. A decrease in the number of our customers who make repeat purchases or a decrease in their spending on the merchandise we offer could negatively impact our operating results. Further, we believe that our future success will depend in part on our ability to increase sales to our existing customers over time, and if we are unable to do so, our business may suffer. If we fail to generate repeat purchases or maintain high levels of customer engagement and average order value, our growth prospects, operating results, and financial condition could be materially adversely affected.

Trafficto our e-commerce webpages and conversion rates may decline.

In order to generate online customer traffic, we depend heavily on e-mailed catalogs, outbound emails, and an affiliate program. Our sales volume and e-commerce webpages traffic generally may be adversely affected by, among other things, a change in any of the above-mentioned dependencies as well as economic downturns, system failures, competition from other internet retailers, and non-internet retailers. A reduction in traffic to the e-commerce webpages as a result of these or any other factors could have a material adverse effect on our business, results of operations, and financial condition. In addition, e-commerce webpages sales conversion rates may decline due to, among other things, system failures and our ability to effectively predict and respond to changing trends and consumer demands, and to translate market trends into appropriate, saleable product offerings in a timely manner, all of which could also have a material adverse effect on our business, results of operations, and financial condition.

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Wemust effectively manage our vendors to minimize inventory risk and maintain our margins.

We seek to avoid maintaining high inventory levels in an effort to limit the risk of outdated merchandise and inventory write-downs. If we underestimate quantities demanded by our customers and our vendors cannot restock, then we may disappoint customers who may then turn to our competitors. We require many of our vendors to meet minimum restocking requirements, but if our vendors cannot meet these requirements and we cannot find alternative vendors, we could be forced to carry more inventory than we have in the past. Our risk of inventory write-downs would increase if we were to hold large inventories of merchandise that prove to be unpopular.

Werely on third parties for some essential business operations and services, and disruptions or failures in service or changes in termsmay adversely affect our ability to deliver goods and services to our customers.

We currently depend on third parties for important aspects of our business, such as printing, shipping, paper supplies, and operation of our e-commerce webpages and customer support. We have limited control over these third parties, and we are not their only client. In addition, we may not be able to maintain satisfactory relationships with any of these third parties on acceptable commercial terms. Further, we cannot be certain that the quality or cost of products and services that they provide will remain at currents levels or the levels needed to enable us to conduct our business efficiently and effectively.

Ourbusiness, including our costs and supply chain, is subject to risks associated with sourcing, manufacturing, warehousing, distribution,infrastructure, and logistics to third-party providers, and the loss of any of our key suppliers or logistical service providers couldnegatively impact our business.

All of the products we offer are supplied or manufactured by a limited number of third-party suppliers and manufacturers, and as a result we may be subject to price fluctuations or supply disruptions. Our operating results would be negatively impacted by increases in the costs of our products, and we have no guarantees that costs will not rise. In addition, as we expand into new categories and product types, we expect that we may not have strong purchasing power in these new areas, which could lead to higher costs than we have historically seen in our current categories. We may not be able to pass increased costs on to consumers, which could adversely affect our operating results. Moreover, in the event of a significant disruption in the supply of the materials used in the manufacture of the products we offer, we and the vendors that we work with might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price.

In addition, products and merchandise we receive from manufacturers and suppliers may not be of sufficient quality or free from damage, or such products may be damaged during shipping, while stored in our warehouse fulfillment centers or with third-party e-commerce or retail customers or when returned by consumers. We may incur additional expenses, and our reputation could be harmed if consumers and potential consumers believe that our products do not meet their expectations, are not properly labelled, or are damaged. Quality control problems could also result in regulatory action, such as FDA Warning Letters, restrictions on importation, product liability litigation, product seizures, products of inferior quality or product stock outages or shortages, harming our sales and creating inventory write-downs for unusable products.

We purchase significant amounts of product from a limited number of suppliers with limited supply capabilities. There can be no assurance that our current suppliers will be able to accommodate our anticipated growth or continue to supply current quantities at preferential prices. We generally do not maintain long-term supply contracts with any of our suppliers and any of our suppliers could discontinue selling to us at any time. An inability of our existing suppliers to provide materials in a timely or cost-effective manner could impair our growth and have an adverse effect on our business, financial condition, results of operations, and prospects.

We rely or may rely on software-as-a-service (“SaaS”) technologies from third parties in order to operate critical functions of our business, including financial management services, payment processing, customer relationship management services, website platform services, e-commerce services, email services, supply chain services, and data storage services. If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices or for any other reason, or if we fail to migrate successfully to new services, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing sales of our offerings and supporting our consumers could be impaired, our ability to communicate with our suppliers could be weakened and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could have an adverse effect on our business, financial condition, results of operations, and prospects.

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We utilize cloud services from third-party data center facilities operated by AWS and Cloudflare. Any damage to, failure of, or interference with our cloud service that is hosted by us, AWS, Cloudfare, or by third-party providers we may utilize in the future, whether as a result of our actions, actions by the third-party data centers, actions by other third parties, or acts of nature, could result in interruptions in our cloud service and/or the loss of our or our customers’ data, including personal information. Impairment of, or interruptions in, our cloud services may subject us to claims and litigation and adversely affect our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our services are unreliable. Additionally, any limitation of the capacity of our data centers could impede our ability to scale, onboard new customers, or expand the usage of existing customers, which could adversely affect our business, financial condition, and results of operations. While we have disaster recovery arrangements in place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-party data centers or any other third-party facilities. Our disaster recovery and data redundancy measures may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

If any of our key suppliers becomes insolvent, ceases, or significantly reduces its operations, or experiences financial distress, or if any environmental, economic, or other outside factors impact their operations, our operations could be substantially disrupted. If we are unable to identify or enter into distribution relationships with new suppliers or to replace the loss of any of our existing suppliers, we may experience a competitive disadvantage, our business may be disrupted and our business, financial condition, results of operations, and prospects could be adversely affected.

Ifour third-party suppliers and manufacturers do not comply with ethical business practices or with applicable laws and regulations, ourreputation, business, financial condition, results of operations, and prospects could be harmed.

We continually seek to expand our base of suppliers, especially as we identify new products that necessitate new or additional materials. We also require our new and existing suppliers to meet our ethical and business partner standards. Suppliers may also have to meet governmental and industry standards and any relevant standards required by our consumers, which may require additional investment and time on behalf of suppliers and us.

Our reputation and our consumers’ willingness to purchase our products depend in part on our suppliers’, manufacturers’, and retail partners’ compliance with ethical employment practices, such as with respect to child labor, wages, and benefits, forced labor, discrimination, safe and healthy working conditions, and with all legal and regulatory requirements relating to the conduct of their businesses. We do not exercise control over our suppliers, manufacturers, and retail partners and cannot guarantee their compliance with ethical and lawful business practices. If our suppliers, manufacturers, or retail partners fail to comply with applicable laws, regulations, safety codes, employment practices, human rights standards, quality standards, environmental standards, production practices, or other obligations, norms, or ethical standards, our reputation and brand image could be harmed, and we could be exposed to litigation, investigations, enforcement actions, monetary liability, and additional costs that would harm our reputation, business, financial condition, results of operations, and prospects.

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Shippingis a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely affectour operating results.

We rely on several vendors for our shipping requirements. If we are not able to negotiate acceptable pricing or other terms with these vendors or if they experience performance problems or other difficulties, it could negatively impact our operating results and our consumer experience. Rising shipping costs and the imposition of surcharges from time to time could negatively impact our operating results. In addition, our ability to receive inbound inventory and ship products to consumers and retailers may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism, trade embargoes, customs and tax requirements, and similar factors. We are also subject to risks of damage or loss during delivery by our shipping vendors. If our products are not delivered in a timely fashion or are damaged or lost during delivery, our consumers could become dissatisfied and cease shopping on our site or retailer, which could have an adverse effect on our business, financial condition, operating results, and prospects.

Weare subject to risks related to online payment methods, including third-party payment processing-related risks.

We currently accept payments using a variety of methods, including credit card, debit card, and gift cards. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements, fraud, and other risks. We also rely on third parties to provide payment processing services, and for certain payment methods, we pay interchange and other fees, which may increase over time and raise our operating costs and affect our ability to achieve or maintain profitability. We are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard, or PCI-DSS, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we (or a third party processing payment card transactions on our behalf) suffer a security breach affecting payment card information, we may have to pay onerous and significant fines, penalties and assessments arising out of the major card brands’ rules and regulations, contractual indemnifications, or liability contained in merchant agreements and similar contracts, and we may lose our ability to accept payment cards for payment for our goods and services, which could materially impact our operations and financial performance.

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Furthermore, as our business changes, we may be subject to different rules under existing standards, which may require new assessments that involve costs above what we currently pay for compliance. As we offer new payment options to consumers, including by way of integrating emerging mobile and other payment methods, we may be subject to additional regulations, compliance requirements, and fraud. If we fail to comply with the rules or requirements of any provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card payments from consumers or facilitate other types of online payments. In addition, our customers could lose confidence in certain payment types, which may result in a shift to other payment types or potential changes to our payment systems that may result in higher costs.

We also occasionally receive orders placed with fraudulent data and we may ultimately be held liable for the unauthorized use of a cardholder’s card number in an illegal activity and be required by card issuers to pay charge-back fees. Charge-backs result not only in our loss of fees earned with respect to the payment, but also leave us liable for the underlying money transfer amount. If our charge-back rate becomes excessive, card associations also may require us to pay fines or refuse to process our transactions. In addition, we may be subject to additional fraud risk if third-party service providers or our employees fraudulently use consumer information for their own gain or facilitate the fraudulent use of such information. Overall, we may have little recourse if we process a criminally fraudulent transaction. If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures, and significantly higher credit card-related costs, each of which could harm our business, results of operations and financial condition.

Merchandisereturns could harm our business.

We allow our customers to return products, subject to our return policy. If the rate of merchandise returns increases significantly or if merchandise return economics become less efficient, our business, financial condition, and operating results could be harmed. Further, we modify our policies relating to returns from time to time, which may result in customer dissatisfaction or an increase in the number of product returns. From time to time our products are damaged in transit, which can increase return rates and harm our brands.

Our operations are currently dependent on a single warehouse and distribution center, and the loss of, or disruption in, the warehouse and distribution center and other factors affecting the distribution of merchandise could have a material adverse effect on our business and operations.

Our warehouse and fulfillment/distribution functions are currently primarily handled from a single facility. Our current fulfillment/distribution operations are dependent on the continued use of this facility. Any significant interruption in the operation of the warehouse and fulfillment/distribution center due to COVID-19 restrictions, natural disasters, accidents, system issues or failures, or other unforeseen causes that materially impair our ability to access or use our facility, could delay, or impair the ability to distribute merchandise and fulfill online orders, which could cause sales to decline.

We also depend upon third-party carriers for shipment of a significant amount of merchandise directly to our customers. An interruption in service by these third-party carriers for any reason could cause temporary disruptions in business, a loss of sales and profits, and other material adverse effects.

Ourrevenues and income could decline due to general economic trends and declines in consumer spending.

Our revenues are largely generated by discretionary consumer spending. Consumer spending tends to decline during recessionary periods and may also decline at other times. Accordingly, our revenues could decline during any general economic downturn.

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Weface risks related to recession, inflation, weak growth, and other economic conditions.

Customer demand for our products may be impacted by weak economic conditions, inflation, weak growth, recession, equity market volatility, or other negative economic factors in the United States or other nations. For example, under these conditions, potential customers may delay or cancel purchases of our products. Further, in the event of a recession, our manufacturing partners, suppliers, and other third-party partners may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment, or become insolvent, which could harm our ability to meet our customer demands or otherwise could harm our business, financial condition, and results of operations. Similarly, disruptions in financial and credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers, and lenders and might cause us to not be able to access sources of liquidity, and our borrowing costs could increase. If general macroeconomic conditions deteriorate, our business, financial condition, and results of operations could be materially and adversely affected.

In addition, we are also subject to risk from inflation and increasing market prices of certain supplies and raw materials, which are incorporated into our products or used by our suppliers to manufacture our products. These components, supplies, and commodities may from time to time become restricted, or general market factors and conditions may affect pricing of such components, supplies, and commodities, such as inflation or supply chain constraints.

Changesin the economy could have a detrimental impact on our business.

Changes in the general economic climate could have a detrimental impact on our revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment, and tax increases) may adversely affect our business. Any of such events or occurrences could have a material adverse effect on our financial results.

Increasesin labor costs, including wages, could adversely affect our business, financial condition, and results of operations.

Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collective bargaining arrangements, health insurance costs and other insurance costs, and changes in employment and labor legislation or other workplace regulation. From time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in California and a number of other states and municipalities, and to reform entitlement programs, such as health insurance and paid leave programs. As minimum wage rates increase or related laws and regulations change, we may need to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly or salaried employees. Any increase in the cost of our labor could have an adverse effect on our business, financial condition, and results of operations or if we fail to pay such higher wages we could suffer increased employee turnover. Increases in labor costs could force us to increase prices, which could adversely impact our sales. If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financial condition, and results of operations.

Weface competition in our market from various companies, most of which have greater financial, technical, and other resources than us.

We face significant competition from other companies operating in the health and wellness space and other industries into which we intend to expand such as film and entertainment, fintech, and real estate. Our operating results could suffer if we fail to compete effectively. These industries are intensely competitive and subject to rapid and significant change. We have competitors both in the United States and internationally. Many of our competitors have substantially greater financial, technical, and other resources, such as larger staff and experienced marketing departments and manufacturing wings. These companies may obtain market acceptance more rapidly than we can and may be more effective in selling and marketing their products and services as well. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Our ability to compete depends, in part, upon a number of factors outside our control, including the ability of our competitors to develop products and services that are superior. Competition may increase further as a result of greater availability of capital for investment in these industries. Our competitors may succeed in developing, acquiring, or licensing similar products or services that we may develop. If we fail to successfully compete in our market, or if we incur significant expenses in order to compete, it could have a material adverse effect on our results of operations.

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Ourbusiness model is evolving.

Our business model is unproven and is evolving. In December 2024 and January 2025, we announced that we were entering into new industries, including television and film, entertainment, fintech, real estate and regenerative skin care. Accordingly, our initial business model may not be successful and may need to be changed. Our ability to generate significant revenues will depend, in large part, on our ability to successfully market our products to potential users who may not be convinced of the need for our products and services or who may be reluctant to rely upon third parties to develop and provide these products. We intend to continue to develop our business model as our market continues to evolve.

Ifwe fail to maintain and enhance awareness of our brand, our business and financial results could be adversely affected.

We believe that maintaining and enhancing awareness of our brand is critical to achieving widespread acceptance and success of our business. We also believe that the importance of brand recognition will increase due to the relatively low barriers to entry in our market. Maintaining and enhancing our brand awareness may require us to spend increasing amounts of money on, and devote greater resources to, advertising, marketing, and other brand-building efforts and these investments may not be successful. Further, even if these efforts are successful, they may not be cost-effective. If we are unable to continuously maintain and enhance our media presence, our market may decrease and we may fail to attract advertisers and subscribers, which could in turn result in lost revenues and adversely affect our business and financial results.

Aninability to maintain and enhance product image could harm our business.

It is important that we maintain and enhance a positive perception of any new products. The image and reputation of our products may be impacted for various reasons including, but not limited to, bad publicity, litigation, and complaints from regulatory bodies. Such problems, even when unsubstantiated, could be harmful to our image and the reputation of our products. These claims may not be covered by our insurance policies. Any resulting litigation could be costly for us, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on our business, results of operations, and financial condition. Any negative publicity generated could damage our reputation and diminish the value of our brand, which could have a material adverse effect on our business, results of operations, and financial condition. Deterioration in our brand equity (brand image, reputation, and product quality) may have a material adverse effect on our financial results.

Ourfuture financial performance and our ability to commercialize our products and services and to compete effectively will depend, in part,on our ability to manage any future growth effectively.

If our operations expand as planned, we will need to manage additional relationships with various strategic partners, suppliers, and other third parties. Our future financial performance and our ability to commercialize our products and services and to compete effectively will depend, in part, on our ability to manage any future growth effectively. To that end, we must be able to manage our development efforts effectively and hire, train, and integrate additional management, administrative and sales and marketing personnel. Our projected growth will place a significant strain on our administrative, operational, and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel, or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

Ouroperating plan relies in large part upon our assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actualoperating results may be materially different from our forecasted results.

Whether actual operating results and business developments will be consistent with our expectations and assumptions as reflected in our operating plan depends on a number of factors, many of which are outside our control, including, but not limited to:

●	whether<br> we can obtain sufficient capital to sustain and grow our business;
●	our<br> ability to manage our growth;

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| --- | | ● | results of our research and development activity; | | --- | --- | | ● | demand for our current and proposed products; | | ● | competition; | | ● | our ability to retain existing key management and consultants, to integrate recent hires, and to attract, retain, and motivate qualified personnel; and | | ● | the overall strength and stability of domestic and international economies. |

Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations, and financial condition.

Actsof war or terrorism may seriously harm our business.

Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power, or acts of terrorism may cause disruption to the U.S. economy or the local economies of the markets in which we operate, cause shortages of materials, increase costs associated with obtaining materials, affect job growth and consumer confidence, or cause economic changes that we cannot anticipate, all of which could reduce demand for our products and services and adversely impact our business, prospects, liquidity, financial condition, and results of operations.

RISKS

RELATING TO GOVERNMENT REGULATION AND POLICIES

Wecould face liability for information displayed via our e-commerce webpages and our other websites.

We may be subjected to claims for defamation, negligence, copyright, or trademark infringement, or based on other theories relating to the information we publish on our e-commerce webpages and on any of our websites. These types of claims have been brought, sometimes successfully, against similar companies in the past.

Recently, we entered into a settlement agreement to resolve a legal action that had been filed against the Company and certain of its officers alleging trademark infringement and dilution, unfair competition, false advertising, and violation of the right of publicity, all based on allegations that one of our advertisements contained the unauthorized use of a celebrity’s name and intellectual property. The terms of the settlement are confidential, but the resolution of this matter did not have a material adverse effect on our financial condition or results of operations.

We may face similar claims in the future, and the outcome of any such claims could result in significant monetary damages, injunctive relief, or other remedies that could adversely affect our business. In addition, based on links we provide to third-party websites, we could also be subjected to claims based upon online content we do not control that is accessible from our e-commerce webpages.

Governmentregulation of the internet and e-commerce is evolving and unfavorable changes or failure by us to comply with these regulations couldhave an adverse effect on our business, financial condition, results of operations, and prospects.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce, including consumer protection regulations that regulate retailers and govern the promotion and sale of merchandise. Existing and future regulations and laws could impede the growth of the Internet, e-commerce, or mobile commerce, which could in turn adversely affect our growth. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer protection, sales practices, subscription programs, and internet neutrality. It is possible that general business regulations and laws, or those specifically governing the internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices have complied, comply, or will comply fully with all such laws and regulations.

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Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business, and proceedings or actions against us by governmental entities, customers, suppliers, or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our website and mobile applications by customers and suppliers, and may result in the imposition of monetary liabilities and burdensome injunctions that could, for example, require changes to our business practices. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of noncompliance with any such laws or regulations. As a result, adverse developments with respect to these laws and regulations could have an adverse effect on our business, financial condition, results of operations, and prospects.

Weare subject to a number of other laws and regulations, which could impact our business.

We are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public and worker health and safety, natural resources, the environment, and consumers. Our operations are subject to regulation by the Occupational Safety and Health Administration (“OSHA”), the Food and Drug Administration (“FDA”), the Consumer Product Safety Commission (“CPSC”), the United States Department of Agriculture (“USDA”), the Federal Trade Commission (“FTC”), and by various other federal, state, local and foreign authorities regarding the manufacture, processing, packaging, storage, sale, order fulfillment, advertising, labeling, import and export of our products. In addition, we and our manufacturing partners are subject to additional regulatory requirements, including state, local and foreign environmental, health and safety legislative and regulatory authorities and the National Labor Relations Board, covering such areas as discharges and emissions to air and water, the use, management, disposal and remediation of, and human exposure to, hazardous materials and wastes, and public and worker health and safety, and current Good Manufacturing Practice requirements (“GMPs”) enforced by the FDA.

In addition, as the provider of products with a subscription-based element, a variety of laws and regulations govern the ability of users to cancel subscriptions and auto-payment renewals. California’s automatic renewal law in particular has been the basis for both consumer class actions and government enforcement.

Violations of or liability under any of these laws and regulations may result in administrative, civil, or criminal fines, penalties, or sanctions against us, revocation or modification of applicable permits, licenses, or authorizations, environmental, health and safety investigations or remedial activities, voluntary or involuntary product recalls, warning or untitled letters or cease and desist orders against operations that are not in compliance, among other things. Such laws and regulations generally have become more stringent over time and may become more so in the future, and we may incur (directly or indirectly through our manufacturing partners) material costs to comply with current or future laws and regulations or in any required product recalls.

Liabilities under, and/or costs of compliance, and the impacts on us of any non-compliance, with or investigations under any such laws and regulations could have an adverse effect on our business, financial condition, results of operations, and prospects.

Failureby our network of retail and e-commerce partners, suppliers, or manufacturers to comply with product safety, environmental, or otherlaws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affectour business.

If our network of retail and e-commerce partners, suppliers, or manufacturers fail to comply with environmental, health and safety, or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted, and our reputation could be harmed. Additionally, our retail and e-commerce partners, suppliers, and manufacturers are required to maintain the quality of our products and to comply with our standards and specifications. In the event of actual or alleged non-compliance, we might be forced to find alternative retail or e-commerce partners, suppliers, or manufacturers and we may be subject to lawsuits and/or regulatory enforcement actions related to such non-compliance by the suppliers and manufacturers. As a result, our supply of products could be disrupted or our costs could increase, which could adversely affect our business, financial condition, results of operations, and prospects. The failure of any partner or manufacturer to produce products that conform to our standards could adversely affect our reputation in the marketplace and result in product recalls, product liability claims, government, or third-party actions, or economic loss. For example, a manufacturer’s failure to meet GMPs could result in the delivery of a product that is subject to a product recall, product liability litigation, or government investigations and enforcement. Additionally, actions we may take to mitigate the impact of any disruption or potential disruption in our supply of materials or finished inventory, including increasing inventory in anticipation of a potential supply or production interruption, could have an adverse effect on our business, financial condition, results of operations, and prospects.

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We,as well as our suppliers, are subject to numerous federal, state and local laws and regulations and our compliance with these laws andregulations, as they currently exist or as modified in the future, may increase our costs, limit or eliminate our ability to sell certainproducts, require recalls of certain products, raise regulatory enforcement risks not present in the past or otherwise adversely affectour business, results of operations and financial condition.

We are subject to various federal, state, and local laws, regulations and administrative practices that affect our business. Our suppliers and contract manufacturers are also subject to such laws and regulations. The safety, formulation, manufacturing, processing, packaging, importation, labeling, promotion, advertising, and distribution of products we sell in our stores, including private label products, are subject to regulation by several federal agencies, including the FDA, the FTC, the USDA, the CPSC and the EPA, as well as by various state and local agencies.

Our sale of dietary supplements is subject to the FDA’s comprehensive regulatory authority under the FDCA, as amended by the Dietary Supplement Health and Education Act (“DSHEA”). DSHEA greatly expanded the FDA’s regulatory authority over dietary supplements and empowered the FDA to establish good manufacturing practice regulations governing key aspects of the production of dietary supplements, including quality control, packaging, and labeling. Under DSHEA, a person or firm that markets a dietary supplement with structure, function, general well-being or nutrient deficiency claims on the product labeling must notify FDA about the claim within thirty days after first marketing the dietary supplement with the claim and no dietary supplement may bear a statement that expressly or implicitly represents that such supplement will diagnose, cure, treat or prevent a disease. If these laws and regulations were violated by our management, suppliers, distributors or vendors, we could be subject to regulatory enforcement action, public warning letters, product recalls, fines, penalties and sanctions, including injunctions against the future shipment and sale of products, seizure and confiscation of products, prohibition on the operation of our stores, restitution and disgorgement of profits, operating restrictions and even criminal prosecution in some circumstances. In addition, other public and private actors are increasingly targeting dietary supplement retailers and manufacturers with class action lawsuits for selling products that allegedly fail to adhere to the requirements of FDCA, DSHEA, and other federal and state statutes and requirements, including for failing to adhere to current GPMs, making false or misleading product statements, providing inaccurate ingredient identity and potency, and failing to control or disclose allergens, contaminants, residues and adulterants, as well as for state common and statutory laws regarding deceptive trade practices.

We could also be the target of claims relating to false or deceptive advertising in connection with the marketing and advertising of the products we sell, including under the auspices of the FTC, the consumer protection statutes of some states as well as certain non-government watchdog groups and class action law firms. In addition, the FDA has aggressively enforced its regulations with respect to structure/function claims (e.g., “calcium builds strong bones”), nutrient content claims (e.g., “high in antioxidants”) and other claims that impermissibly suggest therapeutic benefits for certain foods or food components. In addition, the number of private consumer class actions relating to false or deceptive advertising against cosmetic, food, beverage and nutritional supplement manufacturers has increased in recent years. These events could interrupt the marketing and sales of products in our stores, including our private label products, severely damage our brand reputation and public image, increase the cost of products in our stores, result in product recalls or litigation, and impede our ability to deliver merchandise in sufficient quantities or quality to our stores, which could result in a material adverse effect on our business, financial condition, results of operations and cash flows.

Thestorage, processing, and use of data, some of which contain personal information, are subject to complex and evolving privacy and dataprotection laws and regulations that could adversely affect our business and financial condition.

Some data we store, process, and use, contains personal information, which subjects us to a variety of privacy, rights of publicity, data protection, content, protection of minors, and consumer protection laws and regulations in the United States. These laws and regulations are constantly evolving, can be particularly restrictive, and may impose significant fines or penalties. The application and interpretation of these laws and regulations are often uncertain and could result in investigations, claims, changes to our business practices, and/or increased cost of operations, any of which could have a material adverse effect on our results of operations and financial condition.

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A number of states have enacted laws or are considering the enactment of laws governing the protection of credit card or other personal information received from consumers. If we fail to comply with these laws, it could adversely affect our business and financial performance.

Weface significant risks relating to cybersecurity threats.

We face significant risks related to cybersecurity threats, which could adversely affect our business, financial condition, and results of operations. Cybersecurity incidents, including but not limited to unauthorized access, data breaches, and other malicious activities, could result in the loss or theft of sensitive information, disruption of our operations, and damage to our reputation. While we have implemented measures to protect our information systems, there can be no assurance that these measures will effectively prevent all cybersecurity incidents.

CorporateHeadquarters

Our executive offices are located in Beverly Hills, California. We do not own any real property, but lease an office space consisting of approximately 1,900 square feet for all of our corporate and subsidiary locations. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current needs of our business.

LegalProceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of our business, the resolution of which we do not anticipate would have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.

RISKS

RELATED TO OUR ORGANIZATION AND STRUCTURE

Wehave authorized and designated Class A Stock, which have voting rights of 60% of our common stock at all times.

We have 500,000 shares of our Class A Stock authorized and outstanding. The Class A Stock have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of the Company. At this time, all shares of the Class A Stock are issued to Jaspreet Mathur, our Chief Executive Officer and majority shareholder. Therefore, at all times, our CEO will have voting control over all decisions requiring majority vote or consent.

JaspreetMathur, our Chief Executive Officer, owns greater than 50% of our voting securities which will cause us to be deemed a “controlledcompany” under the rules of OTCQX.

As a result of his ownership of all issued and outstanding shares of our Class A Stock, as well as ownership of our common stock, Mr. Mathur, our Chief Executive Officer currently holds approximately 87% of our voting securities (and will continue to own at least 60% of our voting stock at all times, including after our offering), and as such, we are a “controlled company” under the OTCQX Listing Rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group, or another company is a “controlled company” and, as such, may elect to be exempt from certain corporate governance requirements.

Accordingly, should the interests of Mr. Mathur differ from those of other shareholders, the other shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the OTCQX corporate governance standards. Even if we do not avail ourselves of these exemptions, our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

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Becauseinsiders control our activities, that may cause us to act us in a manner that is most beneficial to them and not to outside shareholderwhich could cause us not to take actions that outside shareholders might view favorably.

Our officers, directors, and holders of 5% or more of our issued and outstanding common stock beneficially own approximately 92% of our issued and outstanding common stock and our CEO owns all of the Class A Stock. As a result, insiders and particularly our CEO effectively control all matters requiring shareholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even to block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring, or preventing a change in control that you might view favorably.

Weare dependent upon our management, founders, key personnel, and consultants to execute our business plan, and many of them have concurrentresponsibilities at other companies.

Our success is heavily dependent upon the continued active participation of our current executive officers as well as other key personnel and consultants. Many of them have concurrent responsibilities at other entities. Some of the advisors and consultants, and others to whom our ultimate success may be reliant have not signed contracts with us and may not ever do so. Loss of the services of one or more of these individuals could have a material adverse effect upon our business, financial condition, or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train, and retain other highly qualified personnel. Competition for qualified employees and consultants among companies in the applicable industries is intense, and the loss of any of such persons, or an inability to attract, retain, and motivate any additional highly skilled employees and consultants required for the initiation and expansion of our activities, could have a materially adverse effect on it.

Wedo not have any key person life insurance policies on any of our officers or employees.

We are dependent upon our officers and key employees to conduct our operations and execute our business plan. However, we have not purchased any life insurance policies for any individuals in the event of their death or disability. Therefore, should any of those officers and key employees die or become disabled, we will not receive any compensation that would assist with such person’s absence. The loss of such person could negatively affect us and our operations.

Thereare limitations on the liability of our directors.

Delaware General Corporation Laws exclude personal liability of our directors and our shareholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors than otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws. Our charter documents also provide for the indemnification of directors to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors for monetary damages for certain breaches of fiduciary duty. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“the “Securities Act”) may be permitted to directors, officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Wehave agreed to indemnification of officers and directors as is allowed by Delaware General Corporation Law.

Delaware General Corporation Law provides for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with us or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

Ourofficers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participatein.

Presently there is no requirement contained in our charter documents or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. See “Certain Relationships and Related Party Transactions”.

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RISKS

RELATED TO OWNERSHIP OF OUR SECURITIES

Wecan issue future series of shares of preferred stock without shareholder approval which could adversely affect the rights of common shareholdersor other classes or series of preferred stock.

Our Certificate of Incorporation, as amended, permits our board of directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of preferred stock and to issue such stock without approval from our shareholders. The rights of holders of common stock and other classes or series of preferred may suffer as a result of the rights granted to holders of new classes or series preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

Asignificant number of additional shares of our common stock may be issued under the terms of existing securities, which issuances wouldsubstantially dilute existing stockholders and may depress the market price of our common stock.

As of December 31, 2025, we have 16,993,811 shares of our common stock issued and outstanding. In addition, we have outstanding stock options allowing for the purchase of 450,000 shares of our common stock. Also, we have an aggregate of 33,129,601 shares of our common stock that are issuable upon conversion of our Class A Stock, Class B Stock and Class C Stock. If these shares are issued pursuant to exercise of the options or conversion of the Class A, Class B or Class C Stock into common shares, it would substantially dilute our existing shareholders and could depress the market price of our common stock.

Ifwe are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracyand completeness of our financial reports, which could adversely affect the market price of our common stock.

We have identified material weaknesses in our internal control over financial reporting. These material weaknesses relate to the fact that we do not maintain a comprehensive policies and procedures manual designed to establish internal controls over financial reporting to reduce the risk of publishing materially misstated financial statements, as well as define responsibilities and segregate incompatible duties to reduce the risk of unauthorized transactions.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. A material weakness is defined in the standards established by the Public Company Accounting Oversight Board (United States) as a deficiency, or an acquisition of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation is time consuming, costly, and complex. If we fail to increase and maintain the number and expertise of our staff for our accounting and finance functions and to improve and maintain internal control over financial reporting adequate to meet the demands upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to report our financial results accurately and prevent fraud. In addition, we cannot be certain that any such steps we undertake will successfully remediate any material weaknesses or that other material weaknesses and control deficiencies will not be discovered in the future. If our remediation efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately or on a timely basis, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause our stock price to decline. As a result of such failures, we could also become subject to investigations by any over-the-counter market where our stock may trade, the SEC, or other regulatory authorities, and become subject to litigation from investors and shareholders, any of which could harm our reputation and financial condition, and divert financial and management resources. Even if we are able to report our consolidated financial statements accurately and timely, if we do not make all the necessary improvements to address the material weaknesses, continued disclosure of our material weaknesses will be required in future filings with the SEC, which could reduce investor confidence in our reported results and our cause our stock price to decline.

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Ourstock price may be volatile.

Our common stock may be subject to rapid and substantial price volatility. Contributing to this risk of volatility are a number of factors. First, our shares of common stock are likely to be more sporadically and thinly traded than that of larger, more established companies. As a consequence of this lack of liquidity, the trade of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price of our common stock could, for example, decline precipitously in the event that a large number of our shares are sold on the market without commensurate demand as compared to a seasoned issuer that could better absorb those sales without adverse impact on its stock price. Second, we are a speculative investment due to our limited operating history, not being profitable, and engaging in a new business strategy with no guarantee of its success. As a consequence of this enhanced risk, shareholders, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that has a relatively large public float.

In addition, the market price of our common stock is also subject to significant fluctuations in response to, among other factors:

●	quarterly<br> variations in our results of operations or those of our competitors;
●	announcements<br> by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
●	disruption<br> to our operations or those of other sources critical to our operations;
●	the<br> emergence of new competitors or new products;
●	our<br> ability to develop and market new and enhanced products on a timely basis;
●	seasonal<br> or other variations in our subscriber base;
●	commencement<br> of, or our involvement in, litigation;
●	dilutive<br> issuances of our stock or the stock of our subsidiaries, or the incurrence of additional debt;
●	changes<br> in our board or management;
●	adoption<br> of new or different accounting standards;
●	changes<br> in earnings estimates or recommendations by securities analysts; and
●	general<br> economic conditions and slow or negative growth of related markets.

Many of these factors are beyond our control and may decrease the market price of our common stock. Such volatility, including any stock run-ups, may be unrelated or disproportionate to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

Furthermore, the stock market in general, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of our common stock, regardless of our actual operating performance.

Further, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

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Therehas been a limited public market for our common stock and there is no assurance that a more active, liquid and orderly trading marketwill develop for our common stock or what the market price of our common stock will be.

There is and has been a limited public market for shares of our common stock on the OTCQB. Until our common stock is listed on a national market or a broader exchange, we anticipate that it will remain quoted on the OTCQB. In this venue, investors may find it difficult to obtain accurate quotations as to the market value of our common stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect liquidity. This could also make it more difficult to raise additional capital.

Thereis no assurance of an active or sustained trading market for our Common Stock, or that we will uplist to NYSE American.

Our Common Stock is currently quoted on the OTCQX. We cannot predict if the active trading market will be sustained, or how liquid the market will be. The liquidity of our Common Stock will depend on various factors, including prevailing market conditions, our financial condition and operating results, the number of holders, trading interest from investors and dealers, and overall market volatility. Although not a condition of this Offering, we intend to apply to uplist our Common Stock to the NYSE American; however, there is no assurance that our application will be approved or that we will meet or maintain the listing standards. If we do not obtain or maintain a NYSE American listing, our Common Stock may have reduced liquidity, wider bid-ask spreads, increased volatility, less analyst coverage and institutional interest, and we may find it more difficult and costly to raise capital. Without an active trading market, the liquidity of our Common Stock will be limited.

Ourstock is thinly traded.

The shares of our common stock are thinly-traded. We are a small company which is relatively unknown to stock analysts, stockbrokers, institutional shareholders and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early-stage company such as ours or purchase or recommend the purchase of any of our securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on securities prices. We cannot give you any assurance that a broader or more active public trading market for our securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give shareholders no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities.

Whileour shares of common stock are quoted on the OTCQX, we are required to remain current in our filings with the SEC for our shares of commonstock to remain quoted on the OTCQX and not be moved to the OTC Pink Market.

While our common stock is quoted on the OTCQX, we will be required to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the OTCQX. In the event that we become delinquent in our required filings with the SEC, quotation of our common stock on the OTCQX will be terminated following a 30-day grace period if we do not make our required filing during that time, and quotation of our shares of common stock will continue on the OTC Pink Sheets under the “Limited Information” tier. Given the reduced transparency of companies on the OTC Pink Sheets – Limited Information tier, trading for companies listed on this tier tends to be more attenuated and/or unpredictable. Therefore, if our common stock is not eligible for quotation on the OTCQX, investors in our common stock may find it difficult to sell their shares.

Oursecurities are considered a penny stock, and therefore are subject to the penny stock rules, as such, U.S. broker-dealers may be discouragedfrom effecting transactions in our securities.

Our securities are subject to the penny stock rules under the Exchange Act. The SEC rules define a “penny stock,” as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires broker-dealers that derive more than 5% of their customer transaction revenues from transactions in penny stocks to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market to any non-institutional customer to whom the broker-dealer recommends a penny stock transaction. The broker-dealer must also provide the customer with the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing before completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that before a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our securities. These additional penny stock disclosure requirements are burdensome and may reduce all the trading activity in the market for our securities. As long as our securities are subject to the penny stock rules, holders of our securities may find it more difficult to sell their securities and cause a decline in the market value of our stock.

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As of March 1, 2026, we have 16,343,131 shares of our common stock issued and outstanding. In addition, we have outstanding stock options allowing for the purchase of 450,000 shares of our common stock. We have an aggregate of 33,129,601 shares of our common stock that are issuable upon conversion of our Class A Stock and Class B Stock.

The issuance of common stock pursuant to the conversion of shares of our preferred stock, and exercise of warrants and options would substantially dilute the proportionate ownership and voting power of existing stockholders, and their issuance, or the possibility of their issuance, may depress the market price of our common stock.

Wehave not paid dividends in the past and do not expect to pay dividends in the foreseeable future.

We have never paid cash dividends on our securities. We do not anticipate paying cash dividends in the foreseeable future except with respect to our Series D Preferred Stock, subject to compliance with Delaware law. Except as required with respect to our Series D Preferred Stock, we currently intend to retain our future earnings, if any, to finance the development and expansion of our business. The determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments, and such other factors as our board of directors deems relevant in its discretion.

Werely significantly on information technology and any failure, inadequacy, or security lapse of that technology, including any cybersecurityincidents, could harm us.

We believe that companies have been increasingly subject to a wide variety of security incidents, cyberattacks and other attempts to gain unauthorized access. These threats can come from a variety of sources, ranging in sophistication from an individual hacker to a state-sponsored attack. Cyber threats may be generic, or they may be custom-crafted against our information systems. Over the past few years, cyber-attacks have become more prevalent and much harder to detect and defend against. Several key areas of our business depend on the use of information technologies, including production, manufacturing, marketing, and logistics, as well as clinical and regulatory matters. We also utilize systems that allow for the secure storage and transmission of proprietary or confidential information regarding our customers, employees, and others, including personal information. If we fail to maintain or protect our information systems and data integrity effectively, we could have problems in determining product cost estimates and establishing appropriate pricing, have difficulty preventing, detecting, and controlling fraud, have disputes with physicians, and other health care professionals, have regulatory sanctions or penalties imposed, have increases in operating expenses, incur expenses or lose revenues as a result of a data privacy breach, or suffer other adverse consequences and reputational damages. While we have invested in the protection of data and information technology, there can be no assurance that our efforts or those of our third-party collaborators, if any, or manufacturers, to implement adequate security and quality measures for data processing would be sufficient to protect against data deterioration or loss in the event of a system malfunction, or to prevent data from being stolen or corrupted in the event of a security breach. Any such loss or breach could harm our business, operating results, and financial condition. For a discussion of our management of cybersecurity risks, see Item 1C. “Cybersecurity-Risk Management”and “Governance.”

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Provisionsin our Charter and under Delaware law could make an acquisition of Limitless X more difficult, which acquisition may be beneficial tostockholders.

Provisions in our Charter and Amended and Restated Bylaws (“Bylaws”), as well as provisions of the General Corporation Law of the State of Delaware (the “DGCL”), which may discourage, delay or prevent a merger with, acquisition of or other change in control of Limitless X, even if such a change in control would be beneficial to our stockholders, include the following:

●	only<br> our board of directors may call special meetings of our stockholders;
●	a<br> director of the board may be removed only for cause and only by the affirmative vote of at least 75% of the shares then entitled<br> to vote at a meeting of the stockholders called for that purpose;
●	we<br> have designated preferred stock in the form of Class A Stock, which requires the Company to obtain the written consent of at least<br> 51% of the outstanding shares of such Class A Stock before the company may liquidate, wind-up or effect any Liquidation Event (as<br> defined in the Charter, a Liquidation Event includes a transaction such as a merger with another entity); and
●	we<br> have authorized, undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder<br> approval.

Additionally, Section 203 of the DGCL prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. We have not opted out of the restriction under Section 203, as permitted under the DGCL.

Provisionsin our Bylaws may make it more difficult for shareholders to bring derivative suits and other actions arising under Delaware.

Article XI of our Bylaws provides that the Delaware Court of Chancery is the exclusive forum for state law claims such as any derivative action, any action asserting a claim of breach of a fiduciary duty or other wrongdoing by a director, officer, or employee of the Company, any action asserting a claim against the Company pursuant to the Delaware General Corpora Law or the Company’s Charter or Bylaws, any action to interpret, apply, and enforce the Company’s Charter or Bylaws, and any action against the corporation governed by the internal affairs doctrine. While Article XI of our Bylaws does not apply to claims made under federal securities laws, this provision may increase the cost of litigation and will limit the ability of investors to bring suit against the Company in a jurisdiction and/or forum they find favorable, thereby potentially discouraging investors to litigate claims they may have against the Company.

ITEM

1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM

1C. CYBERSECURITY.

Risks related to Cybersecurity Incidents

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Specific risks include, but are not limited to:

1.	Data<br> Breaches: A breach of our information systems could lead to unauthorized access to customer or employee data, resulting in reputational<br> harm and legal liabilities.
2.	Operational<br> Disruption: Cybersecurity incidents could disrupt our operations, leading to delays in production, delivery, or fulfilment of customer<br> orders.
3.	Intellectual<br> Property Theft: Unauthorized access to our proprietary information could result in intellectual property theft, impacting our competitive<br> position in the market.
4.	Regulatory<br> and Legal Compliance: Cybersecurity incidents may subject us to regulatory investigations, legal claims, and penalties, affecting<br> our compliance with applicable laws and regulations.
5.	Third-Party<br> Relationships: Our reliance on third-party vendors and service providers exposes us to additional cybersecurity risks, and a security<br> breach affecting these entities could impact our operations.

Although, to date, cybersecurity incidents have not materially impacted our business strategy, results of operations, or financial condition, there can be no assurances that they will not do so in the future.

Refer to “Item 1A. Risk factors” in this Annual Report for additional information about cybersecurity-related risks.

Risk Management and Strategy

Assessing,Identifying, and Managing Material Cyber Threats

We have in place certain infrastructure, systems, policies, and procedures that are designed to proactively and reactively address circumstances that arise when unexpected events such as a cybersecurity incident occur. These include processes for assessing, identifying, and managing material risks from cybersecurity threats. We consult with external parties, such as cybersecurity firms and risk management and governance experts, on risk management and strategy. We use a team of outside vendors and government services specializing in IT and cybersecurity that provide expertise, tools, and methodologies to identify and assess vulnerabilities and potential threats. Automated tools and

AI-based user behavior analytics also support identification and management of cyber threats. Response to a broad category of threats is immediate and automatic. Security personnel and members of our management are alerted when cyber threats or anomalies are detected. Persistent threats or issues that, in the opinion of management, are material are immediately brought to the attention of our board of directors.

In the event of a detected cyber incident by 24/7 monitoring software or employee notification, our IT and cybersecurity provider performs a detailed assessment of the incident, identifies the source of the problem, and resolves the issue as appropriate. If they are unable to resolve the issue, the problem is escalated to our cybersecurity monitoring and detection software provider for resolution. Events which are not routinely resolved by our IT and cybersecurity provider are brought to the attention of the board.

In order to mitigate risks of cybersecurity incidents, critical business and operational data are backed up at night and stored offsite for security purposes and to restore data in the event of a breach. Additionally, we provide cybersecurity awareness training of our employees, incident response personnel, and senior management.

Governance

Our executive management team is primarily responsible for assessing and managing our material risks from cybersecurity threats. Management supervises both our internal cybersecurity and IT related personnel, as well as our retained external cybersecurity consultants and vendors. Additionally, they supervise efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefing from internal or external security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants or vendors engaged by us; and alerts and reports produced by security tools deployed in our IT environment.

Our board of directors provides oversight and oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Two of our management have received training on cyber risk governance for public companies, regularly brief our board of directors on our cybersecurity and information security posture as well as cybersecurity incidents deemed to have a moderate or higher business impact, even if viewed as immaterial to us. As cyber threats evolve and become more sophisticated, we believe that the board’s involvement in cybersecurity governance ensures that we are adequately focused on resources and protecting the Company’s assets and reputation.

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Vital aspects of our cybersecurity governance that are currently in process or have been implemented include the following:

●	Governance<br> and Strategy: Management and the board ensure that our cybersecurity strategy is aligned with our business strategy.
●	Risk<br> Management and Oversight: Our board, as part of the board’s enterprise risk management oversight, actively oversee our cybersecurity<br> risk management framework, ensuring that material risks are identified, assessed, and mitigated.
●	Resource<br> Allocation:
○	Budget<br> Approval: The board reviews and approves cybersecurity budgets and resource allocations to ensure we have adequate resources to implement<br> and maintain effective cybersecurity measures.
---	---
○	Investment<br> Decisions: The board, based upon recommendation of management or our external vendors and consultants, evaluates and approves significant<br> investments in cybersecurity technologies, training, and talent.
●	Compliance<br> and Legal Obligations:
---	---
○	Regulatory<br> Compliance: Management and the board both play a role in overseeing compliance with relevant cybersecurity regulations and legal<br> requirements.
---	---
○	Legal<br> Oversight: Management and the board ensure we have appropriate legal counsel to address cybersecurity-related issues, including breach<br> notification requirements.
●	Education<br> and Awareness:
---	---
○	Training<br> and Awareness: Members of management and members of our board take reasonable steps to stay informed about cybersecurity trends,<br> threats, and best practices through ongoing education and training. Management reviews Company employee training programs to ensure<br> employees are being trained appropriately and kept up to date on evolving cyber trends.
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○	Board<br> Training: Certain of our board members have received training to understand cybersecurity risks and their role in overseeing cybersecurity.
●	Reporting<br> and Communication:
---	---
○	Periodic<br> Updates: The board receives periodic updates from management, responsible staff regarding the Company’s cybersecurity posture,<br> incidents, and risk management efforts.
---	---
○	Communication<br> Strategy: Management, together with the board, are in the process of establishing a communication strategy for addressing cybersecurity<br> disclosures with stakeholders, including customers, employees, and the public.
●	Performance<br> Evaluation: Included in the board’s annual evaluation of the performance of the Company’s chief executive officer is<br> the effectiveness of implementing cybersecurity policy and measures, ensuring that cybersecurity policies and practices are effective<br> and aligned with organizational goals.
---	---
●	Cybersecurity<br> Culture: The board fosters a cybersecurity-aware culture throughout the organization, supporting management’s efforts to build<br> risk management including cyber into the fabric of the operating culture.

Despite these efforts, the rapidly evolving nature of cybersecurity threats requires ongoing vigilance, and there can be no assurance that our efforts will prevent all incidents.

In addition to the foregoing, management and the board are evaluating, and intend to implement, further cybersecurity related measures, including without limitation developing a more robust internal policy framework, incident response plan, crisis management planning, and third-party vendor assessments and contractual obligations for third parties that the Company engages with. The Company intends to progress these efforts throughout 2026.

Cybersecurity Incidents

The Company did not experience any material cybersecurity incidentsduring the fiscal year ended December 31, 2025. While we have not identified any material impact from cybersecurity incidents to date, there can be no assurance that future incidents will not occur

ITEM

PROPERTIES

We have a lease for our corporate headquarters located at 9777 Wilshire Blvd., #400, Beverly Hills, CA 90212.

In addition, we have secured a 5-year lease for the Limitless Manny Pacquiao Impact Performance & Training Center, located at 1724 N Highland Avenue, Suite 270, Los Angeles, CA 90028.

ITEM

LEGAL PROCEEDINGS

From time to time, the Company is involved in legal proceedings. The Company records a liability for those legal proceedings when it determines it is probable that a loss has been incurred, and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred, however, the amount cannot be reasonably estimated. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders. Refer to Note 16. Commitments and Contingencies– Legal Proceedings, in the Notes to Consolidated Financial Statements set forth in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report, for further information regarding potential legal proceedings.

ITEM

MINE SAFETY DISCLOSURE

Not applicable.

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PART

ITEM

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MarketInformation

Our common stock is currently trading on the OTCQX under the symbol “LIMX” The closing price of our common stock on the OTCQB on December 31, 2025 was $1.25.

Holders

As of the date of this Annual Report, there are approximately 618 record holders of 16,993,811 shares of our common stock, 500,000 shares of Class A Preferred Stock, 531,356 shares of Class B Preferred Stock, 337,694 shares of Class C Preferred Stock, and 405,214 shares of Series D Preferred Stock.

TransferAgent and Registrar

Our transfer agent is Mountain Share Transfer, Inc., 2030 Powers Ferry Rd. SE, Suite # 212, Atlanta, Georgia 30339. Their telephone number is (404) 474-3110.

UnregisteredSales of Equity Securities

None, except as previously disclosed.

Dividends

We have never paid cash dividends on our common stock. Holders of shares of Series D Preferred Stock are entitled to receive, when, as and if declared by the Board, out of our legally available funds for the payment of dividends, cumulative cash dividends at the rate of 15% of the stated value of $25.00 per share of the Series D Preferred Stock per annum. Except with respect to Series D Stock and in accordance with Delaware law regarding dividends, the board of directors otherwise presently intends to retain all earnings for use in our business and does not anticipate paying cash dividends in the foreseeable future. We do not have a dividend reinvestment plan or a direct stock purchase plan.

SecuritiesAuthorized for Issuance Under Equity Compensation Plans.

The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Part III, Item 12 of this Annual Report on Form 10-K.

Purchasesof Equity Securities by the Issuer and Affiliated Purchasers

There were no issuer purchases of equity securities during the year ended December 31, 2025.

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ITEM

RESERVED

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-LookingStatements and Associated Risks.

ThisAnnual Report contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Actof 1995. For this purpose, any statements contained in this Annual Report that are not statements of historical fact may be deemed tobe forward-looking statements. Without limiting the foregoing, words such as “may,” “expect,” “believe,”“anticipate,” “estimate,” or “continue,” or comparable terminology are intended to identify forward-lookingstatements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially dependingon a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generallyand in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors;technological advances and failure to successfully develop business relationships. (See “Cautionary Note Concerning Forward-LookingStatements.”)

OVERVIEW

AND HISTORY

We are a multinational consumer packaged goods company that specializes in developing and offering ‘Look Good, Feel Great’ products, specifically within the nutrition and beauty industry, through direct response advertising and our distinctive and highly successful celebrity-backed brand awareness strategies. We possess unique capabilities to greatly enhance the reputation and impact of brands, due to our extensive knowledge and expertise in digital marketing and our successful track record in launching new consumer products.

On May 11, 2022, Bio Lab Naturals, Inc. (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”) on May 11, 2022 (the “Merger”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the “Acquisition Closing”). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests in approximately six months from the Acquisition Closing as part of the Limitless Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

For accounting purposes, the Merger was accounted for as a “reverse merger” with LimitlessX as the accounting acquiror (legal acquiree) and Bio Lab as the accounting acquiree (legal acquiror). and, consequently, the transaction was treated as a recapitalization of Bio Lab. Since LimitlessX was deemed to be the accounting acquiror in the Merger, the historical financial information for periods prior to the Merger reflect the financial information and activities solely of LimitlessX and not of Bio Lab. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

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On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. From March 2022 through December 31, 2024, the Company’s revenues were generated from the sale of its nutritional supplements.

In December 2024 and January 2025, the Company announced that it planned to make a significant impact in television and film, regenerative skin care, fintech, entertainment and real estate. As of April 1, 2025, the Company will conduct business through its 6 active subsidiary companies.

SupplyChain Disruption / COVID-19 Business Update

Due to the residual impact of the global COVID-19 pandemic, we have taken measures to secure our research and development activities, while work in facilities has been organized to reduce the risk of COVID-19 transmission. The extent of the impact of the COVID-19 pandemic on our business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on development, manufacturing process, supply chain, and other third parties with whom we do business, as well as its impact on regulatory authorities and our key management personnel. While we are experiencing limited financial impacts at this time, given the global economic slowdown, the overall disruption of global supply chains and the other risks and uncertainties associated with the pandemic, our business, financial condition, and results of operations ultimately could be materially adversely affected. Some of our suppliers have experienced delays in securing critical raw materials; while this has not materially impacted their services, we have observed delays in certain activities. Therefore, we continue to closely monitor the COVID-19 pandemic as we evolve our business continuity plans, clinical development plans and response strategy.

Generaland Administrative Expenses

General and administrative expenses consist of administrative functions, as well as fees paid for legal, consulting fees and facilities costs not otherwise included in research and development expense. Legal costs include general corporate legal fees and patent costs. We expect to incur additional expenses as a result of becoming a public company, including expenses related to compliance with the rules and regulations of the SEC and NYSE, additional insurance, investor relations and other administrative expenses and professional services.

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RESULTS

OF OPERATION

Forthe Years Ended December 31, 2025 Compared to the Year Ended December 31, 2024.

	Years Ended December 31,
	2025						2024						Changes
				% of						% of
	Amount			Sales			Amount			Sales			Amount			%
Revenue
Product sales	$	946,563			100.0	%	$	3,355,961			100.0	%	$	(2,409,398	)		-71.8	%
Total revenue		946,563			100.0	%		3,355,961			100.0	%		(2,409,398	)		-71.8	%
Cost of sales
Cost of sales		233,581			24.7	%		1,105,879			33.0	%		(872,298	)		-78.9	%
Total cost of sales		233,581			24.7	%		1,105,879			33.0	%		(872,298	)		-78.9	%
Gross profit		712,982			75.3	%		2,250,082			67.0	%		(1,537,100	)		-68.3	%
Operating expenses:
General and administrative		1,559,242			164.7	%		1,087,459			32.4	%		471,783			43.4	%
Advertising and marketing		544,777			57.6	%		1,997,123			59.5	%		(1,452,346	)		-72.7	%
Salaries and compensation		2,215,221			234.0	%		2,879,870			85.8	%		(664,649	)		-23.1	%
Stock compensation expense		5,498,021			580.8	%		168,555			5.0	%		5,329,466			3161.9	%
Total operating expenses		9,817,261			1037.1	%		6,133,007			182.7	%		3,684,254			60.1	%
Income (loss) from operations		(9,104,279	)		-961.8	%		(3,882,925	)		-115.7	%		(5,221,354	)		134.5	%
Other income (expense)
Interest expense		(954,668	)		-100.9	%		(512,619	)		-15.3	%		(442,049	)		86.2	%
Other income		36,186			3.8	%		10,477			0.3	%		25,709			245.4	%
Gain (Loss) on debt settlement		(35,458,137	)		-3746.0	%		216,914			6.5	%		(35,675,051	)		-16446.6	%
Loss on settlement		(636,705	)		-67.3	%		-			0.0	%		(636,705	)		n/a
Gain on disposal of assets		-			0.0	%		(26,035	)		-0.8	%		26,035			-100.0	%
Other expense		-			0.0	%		(7,825	)		-0.2	%		7,825			-100.0	%
Total other income (expense), net		(37,013,2324	)		-3910.3	%		(319,088	)		-9.5	%		(36,694,236	)		11499.7	%
Income (loss) before income tax provision		(46,117,603	)		-4872.1	%		(4,202,013	)		-125.2	%		(41,915,590	)		997.5	%
Income tax provision		-			0.0	%		915			0.0	%		(915	)		-100.0	%
Net income (loss)	$	(46,117,603	)		-4872.1	%	$	(4,202,928	)		-125.2	%	$	(41,914,675	)		997.3	%

ProductSales - Our product sales decreased by $2.4 million to $0.9 million for the year ended December 31, 2025 as compared to $3.4 million for the year ended December 31, 2024. The sales decrease was primarily attributable to changing affiliate marketing strategy to in-house sales through digital marketing. In 2024 partially, there was a shift in our marketing strategies, including strategic advertisement placements with celebrities rather than depending on affiliate marketers who charge significant amount of marketing and affiliate costs.

Costof Sales

Our cost of sales decreased by $0.9 million to $0.2 million, for the year ended December 31, 2025 compared to $1.1 million. This increase was primarily due to decrease in product revenue and a result of operations decreasing during the period.

GrossProfit

Gross profit for the year ended December 31, 2025 was $0.7 million or 75.3% of total revenue compared to $2.3 million and 67.0% of total revenue for the year ended December 31, 2024. The decrease in gross profit of $1.5 million was primarily due to decrease product revenue due to decrease in number of customer transactions and volume resulting from reduction in using affiliate third-party marketing. Our gross margin decrease was primarily due to slight increase in product costs.

OperatingExpenses

During the year ended December 31, 2025, we recognized $9.8 million in operating expenses compared to $6.1 million for the year ended December 31, 2024. The increase of $3.7 million was due to decrease in advertising and marketing and payroll and off-set by increase in stock compensation expense of $5.3 million.

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OtherIncome (Expense)

For the year ended December 31, 2025, the Company incurred $1.0 million related to interest expense compared to $0.5 million of interest expense for the year ended December 31, 2024. The Company recorded loss on extinguishment of debt of $35.5 million for the year ended December 31, 2025 compared to gain of $0.2 million for the year ended December 31, 2024. The Company recognized loss on settlement of 0.6 million for the year ended December 31, 2025 and none in the previous year.

LIQUIDITY

AND CAPITAL RESOURCES

We intend to meet the balance of our cash requirements for the next 12 months through advances from related parties as well as a combination of equity financing through private placements or a registered public offering, subject to SEC approval. Regardless, there is no assurance that we will be successful in completing any private placement or other financings. If we are unsuccessful in obtaining sufficient funds through our capital raising efforts, we may review other financing options.

CashUsed in Operating Activities

During the year ended December 31, 2025, net cash used in operating activities was $1.6 million. The cash used in operating activities was primarily due to a net loss of $46.1 million off-set by stock compensation and loss on settlement of debt add back and increase and decrease in accounts payable, inventories, accrued expenses and royalty payable. During the year ended December 31, 2024 net cash used in operating activities was $0.7 million. The cash used in operating activities was primarily due to a net loss of $13.9 million off-set by changes in accounts payable and accrued expenses, royalty payable and inventories.

CashProvided by Financing Activities

Net cash provided by financing activities for the year ended December 31, 2025 was $1.6 million. This amount was incurred by increased borrowings from related parties, and shareholders. Net cash provided by financing activities for the year ended December 31, 2024 was $0.6 million. This amount was incurred by increased borrowings from shareholders and convertible debt.

CRITICAL

ACCOUNTING ESTIMATES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheet and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, stock-based compensation and the valuation of deferred taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements:

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RevenueRecognition

We recognize revenue when performance obligations under the terms of a contract with our customers are satisfied. We have determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when we have satisfied our performance obligation, and the customer has obtained control of the products. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders,

While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary.

Our customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be more extended, the majority of the payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet.

ITEM

7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements required by this item begin on page F-1 of this Annual Report and are incorporated herein by reference.

ITEM

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective May 9, 2024, Limitless X Holdings Inc. (the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. On May 9, 2024, the Company engaged M&K CPAS, PLLC (“M&K”) as BF Borgers’ replacement. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Board of Directors of the Company.

BF Borgers’ audit reports on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

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ITEM

9A. CONTROLS AND PROCEDURES

Evaluationof Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the supervision of our Board of Directors, our Chief Executive Officer and Chief Financial Officer, acting as our principal executive officer and principal financial officer respectively, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, 2025. Subject to the inherent limitations noted in this Part II, Item 9A as of December 31, 2025, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting as discussed below. It is management’s responsibility to establish and maintain adequate internal control over financial reporting.

This annual report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management’s report on internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC because we are neither an accelerated filer nor a larger accelerated filer.

We have implemented a framework used by management to evaluate the effectiveness of our internal control over financial reporting, which incorporates a quarterly review by our Board of Directors of the recording of transactions and whether questions of accuracy and authorization may arise as the accounting may be reviewed by our auditors.

Our Management’s assessment of the effectiveness of internal controls over financial reporting as of the end of the most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective is contained in the section immediately following this paragraph.

Management’sReport of Internal Control Over Financial Reporting

It is Management’s responsibility to establish and maintain adequate internal control over financial reporting. The matters involving internal controls and procedures that our Company’s management considered to be material weaknesses and may have been ineffective under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.

Management has assessed the effectiveness of its internal controls over financial reporting at the end of the most recent fiscal year and has determined several weaknesses and has determined that its internal controls have not been effective due, in part, to lack of full-time financial accounting professionals.

Management believes that the material weaknesses and ineffectiveness set forth in items (2), (3) and (4) above resulted in restatements in the financial statements as of and for the years ended December 31, 2025 and 2024. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures may result in our Company’s financial statements for the future years being subject to error and inaccurate if controls, procedures, and professional financial officers are not maintained.

We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and intend to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to our Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues our Company may encounter in the future.

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Due to insufficient funds during the year ended December 31, 2025, the Company has been unable to implement many of the remedies to the ineffective oversight. The Company will continue to implement the changes as laid out above as soon as funds are available to the Company.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

ITEM

9B. OTHER INFORMATION

Rule10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications

During the year ended December 31, 2025, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of SEC Regulation S-K.

ITEM

9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART

III

ITEM

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

InformationAbout our Executive Officers and Directors

Our business and affairs are organized under the direction of our board of directors, which currently consists of nine members. Our directors will serve for one-year terms or until their successors are duly elected and qualified. There will be no cumulative voting in the election of directors. Consequently, at each annual meeting, the successors to each of our directors will be elected by a plurality of the votes cast at that meeting.

The following table and paragraphs set forth information regarding our executive officers and directors, including the business experience for the past five years (and, in some instances, for prior years) of each such executive officer and director.

Name	Age	Position with the Company	Date Joined the Company
Jaspreet Mathur	40	Chief<br> Executive Officer and Chairman	May<br> 20, 2022
Benjamin Chung	51	Chief<br> Financial Officer	May<br> 20, 2022
Danielle Young	38	Chief<br> Operating Officer	May<br> 20, 2022
Rob Cucher	49	VP<br> of Legal Affairs	May<br> 20, 2022
Bharat Raj Mathur	72	Director	May<br> 20, 2022
Amanda Saccomanno	32	Director	May<br> 20, 2022
Dan Fleyshman	45	Director	October<br> 3, 2022
Leon Anderson	40	Director	October<br> 3, 2022
Michael Braun	41	Director	January<br> 11, 2023
Hassan Iddrissu	49	Director	January<br> 11, 2023
Arthur Sarkissian	77	Director	December<br> 31, 2024
Daniel C. Sanders	33	President	January<br> 5, 2026

Biographical

Information

ExecutiveOfficers

JaspreetMathur – Chief Executive Officer and Chairman of the Board of Directors

Jas Mathur is a renowned investor and tech entrepreneur with a proven track record of developing successful brands in the health and wellness industry. Over the years, he has garnered the backing of major figures in sports and entertainment, generating tens to hundreds of millions in revenue annually. As a trendsetter with over 10 million Instagram followers (@Limitless), Jas is driven by a passion for helping individuals achieve their health, wellness, and business goals—drawing inspiration from his own transformative journey of losing over 250lbs in his twenties.

On May 20, 2022, Jas became the Chairman and CEO of the company and joined its Board of Directors. His entrepreneurial journey began in January 2011 when he founded Kore Fit Living, a chain of retail stores in Canada specializing in vitamins, supplements, sports nutrition, athletic apparel, and fitness/MMA training equipment. In 2013, Jas launched Emblaze One, a global interactive web agency designed to serve the growing demand for e-commerce. Later, in November 2018, he introduced the Limitless brand, which manufactures health and wellness products while offering B2B services for brand development and digital marketing. In January 2022, Jas partnered with Dr. Mehmet Oz and HealthCorps, a nonprofit organization, to initiate health and wellness programs focused on empowering teens and young adults.

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BenjaminChung – Chief Financial Officer

On May 20, 2022, Benjamin Chung was appointed as our Chief Financial Officer. Mr. Chung has been in public accounting for over 24 years. From 1999 through 2004, Mr. Chung was an Audit Manager at PricewaterhouseCoopers. From May 2004 through June 2007, Mr. Chung was an audit manager at Ernst & Young. He then went on to become the Director of Internal Audit for Big 5 Sporting Goods. In January 2012, Mr. Chung was the founder and managing partner at Benjamin & Ko, a public accounting and consulting firm. In May 2021, Mr. Chung became the CFO of RYVYL Inc. (formerly Greenbox POS) (Nasdaq: RYVL). Additionally, over the last five years, Mr. Chung has also served on the board for multiple public companies, the most recent being Franklin Wireless, which trades on Nasdaq. Mr. Chung resigned from that board in December 2019 and currently does not serve on the board of directors of any publicly traded company.

DanielleYoung – Chief Operating Officer

On May 20, 2022, Danielle Young was appointed our Chief Operating Officer. Ms. Young has been in public accounting for over twelve years. In January 2015, she was hired by Benjamin & Young, LLP, a mid-size CPA firm in Orange County, California as part of their tax department. In May 2019, she left Benjamin & Young and joined Benjamin & Ko, as the Director of Internal Audit, spearheading their operations as well as working with major public companies such as The Habit Burger, Aerovironment, and Ducommun Aerospace. After leaving Benjamin & Ko in July 2021, she started her own consulting firm, Irvine Advisory Services which focuses on IPO readiness preparation, internal audit, Sarbanes-Oxley, and corporate management. In June 2022, she was elected to the board of trustees of The Miss America Foundation.

DanielC. Sanders – President

David Sanders was appointed President of the Company on January 5, 2026. He is an experienced life sciences and advanced manufacturing executive with a background in scaling consumer packaged goods businesses, commercializing science-based products, and implementing GMP-compliant quality systems. Mr. Sanders oversees more than 150,000 square feet of dietary supplement manufacturing space and has played a key role in the development, manufacturing, and scaling of dietary supplement products distributed across seven of the ten largest big-box retailers in the United States.

Mr. Sanders’ experience supports the growth strategy of Limitless X Holdings Inc. and its subsidiaries by strengthening manufacturing operations, supply chain execution, and product scalability for domestic and international retail distribution, including athlete- and brand-driven product lines. He previously served as Vice President of Manufacturing and Director of Operations at Innovative Life Sciences, where he led a capacity expansion exceeding 500%. Mr. Sanders holds a Bachelor of Science in Molecular Biotechnology and Genetics from the University of Arkansas at Little Rock.

RobCucher – VP of Legal Affairs

On May 20, 2022, Rob Cucher was appointed as our VP of Legal Affairs. Mr. Cucher is a seasoned attorney with 20 years of courtroom practice and experience representing clients on a wide range of legal matters including civil litigation, corporate governance, labor and employment, and commercial transactions, with a concentration in business law and health care. Since April 2017, Mr. Cucher has served as an officer and director of a technology company finding solutions to tracking chronic care and behavioral health conditions for patients throughout California. In February 2010, Mr. Cucher co-founded Sports for All Children, a non-profit providing athletic opportunities for children with special needs. Additionally, Mr. Cucher became a director in May 2019 of Better Housing Solutions, an affordable housing non-profit currently servicing Palmdale, California. Mr. Cucher graduated cum laude from UCLA and Loyola Law School in Los Angeles and is a current member of the California State Bar and United States District Courts.

Non-EmployeeDirectors

BharatRaj Mathur – Director

Bharat Raj Mathur joined our board of directors on May 20, 2022. Since July 2016, he has been a columnist and featured contributor at www.bizcatalyst360.com. From March 2014 to April 2016, he was chief operating officer at KORE Fit Living. From August 2004 through April 2016, Mr. Mathur was Vice President, Distribution Channel Management at Incredible Entertainment.

AmandaSaccomanno – Director

Amanda Saccomanno joined our board of directors on May 20, 2022. Ms. Saccomanno is an American professional wrestler, television personality, and fitness and figure competitor. In 2015, Ms. Saccomanno gained major attention from World Wrestling Entertainment (WWE) after scoring second place in its Tough Enough reality show – a competition of contenders vying for a WWE wrestling contract. In May 2015, she signed with the WWE as a Sports Entertainer and starring in their E! Hit Reality Series, Total Divas. Since May 2017, Ms. Saccomanno has developed multiple health platforms and launched an iOS application called “Fit with Mandy.” In 2020, Ms. Saccomanno co-founded and continues to help market and develop a skin care line, with our CEO, Jaspreet Mathur, called Amarose.

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DanFleyshman – Director

Dan Fleyshman is the CIO and a director of Blockchain Consulting Group, Inc. He founded Elevator Studios in 2015 and is currently its CEO. From 2012 through 2015, he was the CEO of One Penny Ad Agency. Between 2010 and 2012, Mr. Fleyshman consulted for a casino in Nevada. He was the CEO of Victory Poker from 2009 through April 2010. From 1999 through 2009, he was the president of WYD, Inc. located in San Diego, California.

LeonAnderson – Director

From 2002 through 2012, Mr. Anderson became a partner in a London based night club. Mr. Anderson went on to develop public relations and marketing services for major brand deals while in the U.K. for a number of celebrities. Mr. Anderson was recognized for a “first of its kind” buyout on a brand that had no previous history but secured a buyout by ASOS. Since September 2021, Mr. Anderson has continued to run his company, Due Diligence Apparel Ltd.

MichaelBraun – Director

Since 2010, Michael Braun has been the Director of Marketing and Sales of Westbank Pacific Realty Corp., a mixed-use real estate development company. Prior to Westbank, Mr. Braun worked for Rennie, a real estate marketing and sales firm in Vancouver. He graduated from the University of British Columbia in 2007 with a Science Major and Commerce Minor. Mr. Braun holds a real estate license in Vancouver, British Columbia.

HassanIddrissu – Director

Since 2014, Mr. Iddrissu has been the CFO of First Pinnacle Capital Group, Inc., a real estate company in West Los Angeles. Since 2003, Mr. Iddrissu has also been the co-Founder, Chairman, and CEO of RoadStarr Motorsports, a market leader in the auto boutique with various entities across the luxury car industry including an exotic car rental company Starr Auto Rentals. Mr. Iddrissu is also an active mentor and motivational speaker for various inner-city youth, including the Los Angeles Sheriff Foundation. Mr. Iddrissu has his Bachelor of Business Administration from Loyola Marymount University.

ArthurSarkissian – Director

On December 31, 2024, our board of directors elected Arthur Sarkissian to the board of directors, effective as of January 1, 2025. His term will expire at our next annual shareholders meeting. Mr. Sarkissian, 75 years old, is an established Hollywood producer. Over the course of his career, Mr. Sarkissian has developed and produced feature films that have dominated the domestic and global landscape, with box office receipts totaling close to one billion dollars. His biggest hits include the $900 million Rush Hour franchise, While You Were Sleeping, Last Man Standing, The Foreigner, The Protégé, Kill the Irishman, Memory, Vegas TV Series on CBS and many more. Since March 2014, Mr. Sarkissian has been the sole owner of Fourteen Films Inc. Mr. Sarkissian is well known for his entrepreneurial spirit and creativity, and we are confident that his experience and skillsets make him an appropriate fit to serve as a director of Limitless X Holdings, Inc.

FamilyRelationships

Except for Bharat Raj Mathur, who is the father of our CEO, Jaspreet Mathur, there are no family relationships with any of the executive officers or directors of the Company and the above referenced individuals.

BoardComposition

Our board of directors currently consists of eight persons.

Our board of directors believes its members collectively have the experience, qualifications, attributes and skills to effectively oversee our management, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing us, a willingness to devote the necessary time to board duties, a commitment to representing our best interests and the best interests of our shareholders, and a dedication to enhancing shareholder value.

We held one board of directors meeting in 2021, two board of directors’ meetings in 2022, and no board of directors’ meetings in 2023, 2024 or 2025. All other board actions were taken by unanimous written consent of the directors.

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DelinquentSection 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC.

Based solely upon a review of such forms filed electronically with the SEC or written representations that no Form 5s were required, the Company believes that all Section 16(a) filing requirements were timely met during the year ended December 31, 2025.

DirectorIndependence

While we are not required to do so, we adhere to the rules of NYSE American in determining whether a director is independent. The NYSE American listing standards generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board of Directors has affirmatively determined, after considering all the relevant facts and circumstances, that each of Leon Anderson, Michael Braun, Dan Fleyshman, Amanda Saccomanno and Arthur Sarkissian, are independent, as “independence” is defined under the applicable rules and regulations of the NYSE American, and does not have a relationship with us (either directly or as a partner, stockholder, or officer of an organization that has a relationship with us) that would interfere with their exercise of independent judgment in carrying out their responsibilities as directors. Accordingly, a majority of our directors are independent, as required under the applicable NYSE American Rules.

Audit,Compensation and Nominating Committees

On January 24, 2025, our board of directors authorized the creation of an Audit Committee, a Compensation Committee, and a Nominating Committee (the “Committees”). The Audit Committee consists of three (3) independent directors: Amanda Saccomanno, Dan Fleyshman, and Hassan Iddrissu, with Hassan Iddrissu serving as the chair. The Compensation Committee consists of three (3) independent directors: Leon Anderson, Arthur Sarkissian, and Amanda Saccomanno, with Amanda Saccomanno serving as the chair. The Nominating Committee consists of three (3) independent directors: Amanda Saccomanno, Hassan Iddrissu, and Leon Anderson, with Leon Anderson serving as the chair.

Roleof Our Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly, along with our Audit Committee, Compensation Committee, and Nominating which support the board of directors by addressing risks specific to its respective areas of oversight. Our Compensation Committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Nominating Committee will seek to nominate candidates for the board who exhibit a care for corporate governance and ethical conduct. In the future, we plan to create a Corporate Governance Committee that monitors the effectiveness of our corporate governance and ethical guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

Codeof Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers and directors. Code of Business Conduct and Ethics will be available on our website at www.limitlessx.com, upon the completion of a successful uplisting on the NYSE. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics and Business Conduct, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics and Business Conduct that apply to our principal executive officer, financial and accounting officers by posting the required information on our website at the above address within four business days of such amendment or waiver. The information on our website is not part of this Annual Report Offering Circular.

Our Board, management and all employees of our Company are committed to implementing and adhering to the Code of Business Conduct and Ethics. Therefore, it is up to each individual to comply with the Code of Business Conduct and Ethics and to be in compliance of the Code of Business Conduct and Ethics. If an individual is concerned that there has been a violation of the Code of Business Conduct and Ethics, he or she will be able to report such violation in good faith to his or her superior. While a record of such reports will be kept confidential by our Company for the purposes of investigation, the report may be made anonymously and no individual making such a report will be subject to any form of retribution.

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ITEM

EXECUTIVE COMPENSATION.

SummaryCompensation

The following table summarizes information regarding the compensation for fiscal years 2024 and 2025 for our named executive officers (“NEO’s”).

Name and Principal Position	Year		Salary<br> ()(1)
Jaspreet<br> Mathur,<br><br> <br>Chief Excutive Officer and Chairman*		2025
	of the Board of Director(5)		2024
	Kenneth<br> Haller,		2025
	Former President and Director^(6)^		2024
	Benjamin<br> Chung,		2025
	Chief Financial Officer^(7)^		2024
	Danielle<br> Young,		2025
	Chief Operating Officer^(8)^		2024
	Rob<br> Cucher,*		2025
VP of Legal Affairs^(9)^		2024

All values are in US Dollars.

(1) Salary includes salary earned; stock received in lieu of salary is included in Stock Awards at ASC 718 grant-date fair value. Salary amounts for 2024 reflect cash actually paid plus salary amounts settled in shares issued in lieu of cash. 2024 Cash-salary amounts paid: Mathur $23,870; Haller $12,900; Chung $177,083; Young $141,666; Cucher $23,870.

(2) Stock awards reflect FASB ASC Topic 718 grant-date fair value. 2024 and 2025 stock awards include shares issued in lieu of salary, plus additional equity grants per original disclosure.

(3) Options awards reflect ASC 718 grant-date fair value (applicable only to 2025 CEO grant).

(4) All Other Compensation for 2024 consists of Company-paid medical, dental, and vision premiums; none reportable for 2025.

(5) Mr. Mathur: 2025 Stock Awards include $1,041,666 for stock issued in lieu of salary and $173,333 for 333,333 additional shares granted on Jan. 29, 2025.

(6) Mr. Haller resigned as our President effective as of December 31, 2024. M Thr. Haller: 2024 stock includes 237,000 shares issued for $237,000 of accrued salary.

(7) Mr. Chung: 2025 Stock Awards include $156,250 for stock issued in lieu of salary and $26,000 for 50,000 shares granted Jan. 29, 2025.

(8) Ms. Young: 2025 Stock Awards include $208,338 for stock issued in lieu of salary and $78,000 for 150,000 shares granted Jan. 29, 2025.

(9) Mr. Cucher: 2025 Stock Awards include $260,470 for stock issued in lieu of salary and $78,000 for 150,000 shares granted Jan. 29, 2025.

(10) Because each named executive officer elected to receive stock in lieu of cash salary for fiscal 2025, the amounts reported in the Salary column and the Stock Awards column for fiscal 2025 reflect overlapping compensation. The Salary column reports the contractual salary amount that was forgone, while the Stock Awards column reports the grant date fair value of the stock actually received in satisfaction of that salary obligation. Accordingly, the Total column for fiscal 2025 includes both the forgone salary amount and the fair value of the stock award received in lieu thereof, which results in an aggregate figure that exceeds the actual economic value of compensation received by each executive.

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ExecutiveCompensation

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our shareholders in a way that allows us to attract and retain the best executive talent.

●	Annual Base Salary. Base salary will be designed to compensate our named executive officers at a fixed level of compensation that will<br> be designed to serve as a retention tool throughout the executive’s career. In determining base salaries, our board of directors<br> (or, when enacted, our compensation committee) considers each executive’s role and responsibility, unique skills, future potential<br> with us, salary levels for similar positions in our market and internal pay equity.
●	Option Plan. We plan to offer option awards to executives and other employees, in the discretion of the board of directors, considering<br> the executive’s role and other compensation.
●	Health/Welfare Plans. All of our full-time employees are eligible to participate in health and welfare plans, including medical, dental and<br> vision benefits, maintained by the Company. The Company pays 100% of health and welfare plans for all executives and 50% of health<br> and welfare plans for all full-time employees.
●	PTO Plan. We offer paid time off, which may be used for vacations, rest and relaxation and personal business, and sick days. The<br> PTO varies amongst type of employee and is between two and three weeks.

SettlementAgreements with Named Executive Officers for Accrued Compensation in Fiscal 2024 and 2025

The Company did not have sufficient cash flow to satisfy its obligations to its executive officers in fiscal 2023 and 2024. Effective as of September 10, 2024, the Company entered into a Settlement Agreement and Release of Claims (each, a “September Settlement Agreement”) with each of (a) Jaspreet Mathur, the Company’s Chief Executive Officer; (b) Kenneth Haller, the Company’s President; and (c) Rob D. Cucher, the Company’s Vice President of Legal Affairs.

Under each September Settlement Agreement, the Company issued to (a) to Mr. Mathur, 1,552,442 shares of the Company’s common stock, the equivalent of $1,552,442.00; (b) to Mr. Haller, 932,171 shares of the Company’s common stock, the equivalent of $932,171.00; and (c) to Mr. Cucher, 658,476 shares of the Company’s common stock, the equivalent of $658,476.00. The shares of the Company’s common stock comprising each Settlement Payment were deemed to have a value of $1.00 per share, are subject to a one-year lock-up period commencing on the effective date of each September Settlement Agreement and ending on the anniversary date of such effective date.

Effective as of January 13, 2025, the Company entered into a Settlement Agreement and Release of Claims (each, a “January Settlement Agreement”) with each of (a) Jaspreet Mathur, the Company’s Chief Executive Officer; (b) Rob D. Cucher, the Company’s Vice President of Legal Affairs; (c) Danielle Young, the Company’s Chief Operating Officer; and (d) Benjamin Chung, the Company’s Chief Financial Officer.

Under each January Settlement Agreement, the Company issued to (a) to Mr. Mathur, 729,155 shares of the Company’s common stock, the equivalent of $291,662; (b) to Mr. Cucher, 182,280 shares of the Company’s common stock, the equivalent of $72,912; (c) to Ms. Young, 145,833 shares of the Company’s common stock, the equivalent of $58,333 and (d) to Mr. Chung, 130,205 shares of the Company’s common stock, the equivalent of $52,082. The shares are deemed to have a value of $0.40 per share and are subject to restrictions on transfer and sale under applicable state and federal securities laws.

SettlementAgreements with Named Executive Officers for Accrued Compensation in Fiscal 2025.

On September 30, 2025, the Company entered into a settlement agreement with each of Mr. Mathur, Mr. Chung, Mr. Cucher and Ms. Young by converting accrued salaries of $1,266,670 for the period from January 1, 2025 through June 30, 2025 into common shares at the price of $1.21 per share which resulted in common stock issuable of 1,046,836. The fair value of the common share price was $2.20 at the date of the settlement, which resulted total fair value of $2,303,039 and a loss on settlement of debt in the amount of $1,036,369 for the year ended December 31, 2025.

EmploymentAgreements and Equity Compensation

JaspreetMathur, Chief Executive Officer

We entered into an employment agreement with Jaspreet Mathur, effective as of May 1, 2022, pursuant to which Mr. Mathur serves as our Chief Executive Officer. Under his employment agreement, Mr. Mathur devotes his full business time and effort to the business affairs of the Company. Mr. Mathur employment agreement provides that his employment is on an at-will basis and can be terminated by either Mr. Mathur or the Company at any time, for “Cause”. Under the agreement, Mr. Mathur receives an annual salary of $1,000,000. In the event that Mr. Mathur’s employment is terminated by the Company without “Cause” or is terminated by Mr. Mathur for “Good Reason”, Mr. Mathur will be entitled to a predetermined severance compensation package which will be negotiated in good faith and be in compliance with all SEC regulations. “Cause” is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary matters. “Good Reason” is defined to include a material adverse change in Mr. Mathur’s compensation or duties and level of responsibility. Mr. Mathur is eligible to participate in the Company’s Equity Incentive Plans (as defined below herein). The employment agreement also contains customary confidentiality and invention-assignment covenants to which Mr. Mathur is subject.

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During fiscal 2024 and 2025, Mr. Mathur receive a significant portion of his salary in stock, rather than cash. See “Executive Compensation

Summary Compensation Table.”

RobD. Cucher, Esq., VP of Legal Affairs

We entered into an employment agreement with Rob D. Cucher, Esq., effective as of May 1, 2022, pursuant to which Mr. Cucher serves as our Vice President of Legal Affairs. Under his employment agreement, Mr. Cucher devotes his full business time and effort to the business affairs of the Company. Mr. Cucher’s employment agreement provides that his employment is on an at-will basis and can be terminated by either Mr. Cucher or the Company at any time, for “Cause”. Under the agreement, Mr. Cucher receives an initial base salary of $250,000 per year. Mr. Cucher’s employment may be terminated by our company for “Good Reason” or without “Cause.” “Cause” is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary matters. “Good Reason” is defined to include a material adverse change in Mr. Cucher’s compensation or duties and level of responsibility. Mr. Cucher is eligible to participate in the Company’s Equity Incentive Plans. The employment agreement also contains customary confidentiality and invention-assignment covenants to which Mr. Cucher is subject.

During fiscal 2024 and 2025, Mr. Cucher receive a significant portion of his salary in stock, rather than cash. See “Executive Compensation

Summary Compensation Table.”

BenjaminChung, Chief Financial Officer

We entered into an employment agreement with Benjamin Chung, effective as of July 27, 2022, pursuant to which Mr. Chung serves as our Chief Financial Officer. Under his employment agreement, Mr. Chung devotes his full business time and effort to the business affairs of the Company. Mr. Chung employment agreement provides that his employment is on an at-will basis and can be terminated by either Mr. Chung or the Company at any time, for “Cause”. Under the agreement, Mr. Chung receives an initial base salary of $250,000 per year. Mr. Chung’s employment may be terminated by our company for “Good Reason” or without “Cause.” “Cause” is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary matters. “Good Reason” is defined to include a material adverse change in Mr. Chung’s compensation or duties and level of responsibility. Mr. Chung is eligible to participate in the Company’s Equity Incentive Plans. The employment agreement also contains customary confidentiality and invention-assignment covenants to which Mr. Chung is subject.

During fiscal 2024 and 2025, Mr. Chung receive a portion of his salary in stock, rather than cash. See “Executive Compensation - Summary Compensation Table.”

DanielleYoung, Chief Operating Officer

We entered into an employment agreement with Danielle Young, effective as of May 1, 2022, pursuant to which Ms. Young serves as our Chief Operating Officer. Under her employment agreement, Ms. Young devotes her full business time and effort to the business affairs of the Company. Ms. Young’s employment agreement provides that her employment is on an at-will basis and can be terminated by either Ms. Young or the Company at any time, for “Cause”. Under the agreement, Ms. Young receives an initial base salary of $200,000 per year. Ms. Young’s employment may be terminated by our company for “Good Reason” or without “Cause.” “Cause” is defined to include dishonesty, misappropriation, willful misconduct, breach of the agreement, and other customary matters. “Good Reason” is defined to include a material adverse change in Ms. Young’s compensation or duties and level of responsibility. Ms. Young is eligible to participate in the Company’s Equity Incentive Plans. The employment agreement also contains customary confidentiality and invention-assignment covenants to which Ms. Young is subject.

During fiscal 2024 and 2025, Ms. Young receive a portion of his salary in stock, rather than cash. See “Executive Compensation - Summary Compensation Table.”

RetirementPlans

We do not currently maintain any retirement plans for our employees.

OutstandingEquity Awards at Fiscal Year-End (December 31, 2025)

The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025. All options listed below were granted on January 29, 2025, vested immediately upon grant, have an exercise price of $0.52 per share, and, pursuant to the Company’s 2022 Incentive and Nonstatutory Stock Option Plan, expire ten years from the date of grant. Accordingly, each option expires on January 29, 2035. No unvested stock awards were outstanding for the Named Executive Officers as of December 31, 2025.

	Option Awards
Name	Number of<br> <br>securities<br> <br>underlying<br> <br>unexercised<br> <br>options<br> <br>exercisable<br> <br>(#)		Number of<br> <br>securities<br> <br>underlying<br> <br>unexercised<br> <br>options<br> <br>unexercisable<br> <br>(#)		Option exercise price ()	Option<br> <br>expiration<br> <br>date
Jaspreet (Jas) Mathur		200,000		0		01/29/2035
Benjamin (Ben) Chung		25,000		0		01/29/2035
Danielle Young		75,000		0		01/29/2035
Rob Cucher		75,000		0		01/29/2035

All values are in US Dollars.

(1) On January 29, 2025, the Board approved stock option grants to the Named Executive Officers listed above. These options vested immediately upon grant and were granted under the Company’s 2022 Incentive and Nonstatutory Stock Option Plan.

(2) Under the Company’s 2022 Incentive and Nonstatutory Stock Option Plan, options generally expire ten years from the date of grant unless earlier terminated under the plan. Expiration dates shown reflect a ten-year term from the January 29, 2025 grant date.

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2020Stock Incentive Plan 2025

On January 15, 2020, a Stock Option and Award Incentive Plan (the “2020 Stock Incentive Plan”) was approved by our board of directors. There are 2,222 shares of common stock reserved for the 2020 Stock Option Plan.

2022Stock Option Plan

Effective August 9, 2022, we adopted our 2022 Incentive and Nonstatutory Stock Option Plan (the “2022 Stock Option Plan”). Under the 2022 Stock Option Plan, our board of directors may grant options to purchase common stock to officers, employees, and other persons who provide services to us. A total of 833,333 shares of common stock were reserved for the 2022 Stock Option Plan. In fiscal 2025, the Company granted an aggregate of 475,000 options to its executive officers and certain directors.

2022Restricted Stock Plan

Effective August 9, 2022, we adopted our 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”, and together with the 2020 Stock Incentive Plan and the 2022 Stock Option Plan, the “Equity Incentive Plans”). Under the 2022 Restricted Stock Plan, our board of directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common stock is reserved for the 2022 Restricted Stock Plan. In 2025, the Company granted an aggregate of 683,333 shares of restricted stock to its Named Executive Officers under the 2022 Restricted Plan.

Grantsof Equity Compensation in Fiscal 2025

On January 29, 2025, the Company’s Board of Directors approved an award of stock options (“Options”) pursuant to its 2022 Stock Option Plan to purchase shares of common stock to the Company’s executive officers and directors as follows: 200,000 Options to Jaspreet Mathur, the Company’s Chief Executive Officer and Chairman; 75,000 Options to Rob Cucher, the Company’s VP of Legal Affairs; 25,000 Options to Benjamin Chung, the Company’s Chief Financial Officer; 75,000 Options to Danielle Young, the Company’s Chief Operating Officer; 50,000 Options to Bharat Raj Mathur, a member of the Board; and 50,000 Options to Arthur Sarkissian, a member of the Board. These Options, which have an exercise price of $0.52 per share, vested immediately upon grant.

RestrictedStock Awards

On January 29, 2025, the Board also approved an award of shares of Common Stock restricted under Rule 144 of the Securities Act of 1933, as amended (“Restricted Stock”) to the Company’s executive officers as follows: 333,333 shares of Restricted Stock to Jaspreet Mathur, the Company’s Chief Executive Officer and Chairman; 150,000 shares of Restricted Stock Options to Rob Cucher, the Company’s VP of Legal Affairs; 50,000 shares of Restricted Stock to Benjamin Chung, the Company’s Chief Financial Officer; and 150,000 shares of Restricted Stock to Danielle Young, the Company’s Chief Operating Officer. The shares of Restricted Stock were awarded pursuant to the Company’s 2022 Restricted Stock Plan (the “Restricted Stock Plan”).

Policiesand Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

During 2025, we did not grant any stock options or similar awards as part of our equity compensation program. If stock options or similar awards are granted in the future, we intend to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates.

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EquityCompensation Plan Information

The following table sets forth information as of December 31, 2025, regarding shares of common stock that may be issued under our equity compensation plans, consisting of our 2020 Stock Incentive Plan, 2022 Equity Incentive Plan, and our 2022 Restricted Stock Plan. We do not have any non-shareholder approved equity compensation plans.

Plan Category	Number of<br> securities to be<br> issued upon<br> exercise of<br> outstanding<br> options, warrants<br> and rights		Weighted-average<br> exercise price of<br> outstanding<br> options, warrants<br> and rights		Number of securities<br> remaining available <br> for future issuance<br> under equity<br> compensation plans <br> (excluding securities <br> reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		833,333	$	-		2,222	(1)
Equity compensation plans not approved by security holders		-		-		-
Total		0				2,222
(1)	Includes<br> 2,222 options under the 2020 Stock Incentive Plan; 833,333 options under the 2022 Equity Incentive Plan; and 833,333 shares of common<br> stock under the 2022 Restricted Stock Plan.
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DirectorCompensation

For fiscal 2025, the Company did not pay cash retainers to directors, but in the first quarter of 2025 it issued fully vested shares to settle accrued director compensation for service rendered in fiscal 2025. In addition, on January 29, 2025, the board granted stock options to two non-employee directors.

Name	Fees Earned or Paid in Cash ()	Stock Awards () (1)	Options Awards()	Total Compensation
Jaspreet Mathur					60,000
Bharat Raj Mathur					72,000
Amanda Saccomanno					60,000
Dan Fleyshman					60,000
Leon Anderson					60,000
Michael Braun					60,000
Hassan Iddrissu					60,000
Arthur Sarkissian					72,000

All values are in US Dollars.

(1)	Stock<br> awards reflect ASC 718 grant-date fair value. The stock awards made on January 29, 2025 valued at $0.52 per share.
(2)	The<br> amounts reported in the Option awards column reflect the grant date fair value of stock options compared in accordance with FASB<br> ASC Topic 718. On January 29, 2025, the board granted options to purchase 50,000 shares (exercise price $0.52, vested immediately)<br> to each of Bharat Raj Mathur and Arthur Sarkissian under the 2022 Stock Option Plan.
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DirectorAgreements

We do not have any written agreements with our directors. However, we have agreed to reimburse the directors for any Company-related expenses.

ITEM

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SecurityOwnership of Certain Beneficial Owners and Management

As of the April 1, 2025, there are 14,205,965 shares of our common stock issued and outstanding. The following table sets forth, as of April 1, 2025, the record and beneficial ownership of our common stock by:

●	each<br> of our directors;
●	each<br> of our named executive officers;
●	all<br> of our directors and executive officers as a group; and
●	each<br> person known by us to be the beneficial owner of 5% or more of our outstanding common stock.

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Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Generally, it means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security and includes options, warrants, and other securities convertible or exercisable into shares of common stock, provided that such securities are currently exercisable or convertible or exercisable or convertible within 60 days of April 1, 2025. As of April 1, 2025, there were 14,205,965 shares of our common stock issued and outstanding, a 500,000 shares of our Class A Stock issued and outstanding and 320,094 shares of Class C Stock issued and outstanding. Each share of our Class A Stock is convertible into 2 shares of the Company’s common stock.

Each share of Class A Stock is entitled to a number of votes equal, in the aggregate, to 60% of the total voting power of the Company’s outstanding common stock, voting together with the common stock and Class C Stock as a single class.

Each share of Class C Stock is convertible into 100 shares of the Company’s common stock at any time at the option of the holder. Each shares of Class C Stock carries a number of votes equal to the number of shares of common stock into which such shares of Class C Stock is then convertible. “Combined Voting Power” represents the percentage of the total voting power of all outstanding shares of the Company’s voting securitiesheld by the applicable beneficial owner, taking into account the voting rights of common stock, Class A Stock, and Class C Stock as described herein.

Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their securities. The mailing address of each of the officers and directors as set forth above is c/o Limitless X Holdings Inc., 9777 Wilshire Blvd. #400, Beverly Hills, California 90212.

						Class<br> A					Class<br> C
	Common<br> Stock					Preferred<br> Stock					Preferred<br> Stock					Percent<br> of
Name<br> of Beneficial Owner	Number<br> of Shares		%<br> of Class			Number<br> of Shares		%<br> of Class			Number<br> of Shares		%<br> of Class			Combined<br> Voting Power (8)
Officers and Directors:
Jaspreet<br> Mathur, Chief Executive Officer, and Chairman ^(1)^		36,308,663		80.45	%		500,000		100	%		304,264		95.0	%		83.92	%
Benjamin<br> Chung, Chief Financial Officer ^(2)^		240,538		1.66	%		-		-			-		-			*
Robby<br> Cucher, VP of Legal Affairs ^(3)^		1,083,423		7.43	%		-		-			-		-			2.02	%
Danielle<br> Young, Chief Operating Officer ^(4)^		370,833		2.54	%		-		-			-		-			*
Leon<br> Anderson, Director		260,000		1.79	%		-		-			-		-			*
Michael<br> Braun, Director		240,000		1.65	%		-		-			-		-			*
Dan<br> Fleyshman, Director		260,000		1.79	%		-		-			-		-			*
Hassan<br> Iddrissu, Director		240,000		1.65	%		-		-			-		-			*
Bharat<br> R. Mathur, Director ^(5)^		506,333		3.48	%		-		-			-		-			*
Amanda<br> Saccomanno, Director ^(6)^		1,210,200		7.91	%		-		-			7,892		2.4	%		2.26	%
Arthur<br> Sarkissian, Director ^(7)^		150,000		1.03	%		-		-			-		-			*
Directors<br> and Officers as a Group (11 persons)		41,164,213		91.61	%		500,000		100	%		312,156		97.52	%		92.43	%
5% Shareholders
Ken<br> Haller		1,083,423		7.47	%		-		-			-		-			2.02	%

* less than 1%

(1)	Amount<br> includes (i) 5,682,263 shares of common stock held directly by Mr. Mathur, (ii) options to purchase 200,000 shares of common stock,<br> which are immediately exercisable, and (iii) 304,264 shares of Class C Preferred Stock, which are owned indirectly by Mr. Mathur<br> through the following entities as follows: 291,372 shares of Class C Stock owned by EM1 Capital, LLC, a company controlled by Mr.<br> Mathur; 5,000 shares of Class C Stock owned by LPI, a company controlled by Mr. Mathur; and, 7,892 shares of Class C Stock owned<br> by Amarose, Inc., a company in which Mr. Mathur has a 50% ownership interest. The shares of Class C Stock owned by Mr. Mathur are<br> convertible into an aggregate of 30,426,400 shares of common stock.
(2)	Amount<br> includes 215,538 shares of common stock held directly by Mr. Chung, and options to purchase up to 25,000 shares of common stock,<br> which are immediately exercisable.
(3)	Amount<br> includes 1,008,423 shares of common stock held directly by Mr. Cucher, and options to purchase 75,000 shares of common stock, which<br> are immediately exercisable.
(4)	Amount<br> includes 295,833 shares of common stock held directly by Ms. Young, and options to purchase 75,000 shares of common stock, which<br> are immediately exercisable.
(5)	Amount<br> includes 456,333 shares of common stock held directly by Mr. Mathur, and options to purchase 50,000 shares of common stock which,<br> are immediately exercisable.
(6)	Amount<br> includes (i) 421,000 shares of common stock held directly by Ms. Saccomanno, and (ii) 7,892 shares of Class C Preferred Stock owned<br> by Amarose, Inc., a company in which Ms. Saccomanno has a 50% ownership interest. The shares of Class C Stock are convertible into<br> an aggregate of 789,200 shares of common stock.
(7)	Amount<br> includes 100,000 shares of common stock held directly by Mr. Sarkissian, and options to purchase 50,000 shares of common stock, which<br> are immediately exercisable.
(8)	Each<br> share of common stock is entitled to one vote per share, and each share of Class C Stock carries a number of votes equal to the number<br> of shares of common stock into which such Class C Stock may then be converted. The Class A Stock has a number of votes equal to 60%<br> of all of the issued and outstanding shares of the Company’s common stock. The Class A Stock and Class C Stock generally will<br> vote together with the common stock and not as a separate class.

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ITEM

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Review,Approval or Ratification of Transactions with Related Parties

The Company has established policies and other procedures regarding approval of transactions between the Company and any employee, officer, director, and certain of their family members and other related persons. These policies and procedures are generally not in writing but are evidenced by long standing principles adhered to by our Board. The disinterested members of the Board review, approve and ratify transactions that involve “related persons” and potential conflicts of interest. Related persons must disclose to the disinterested members of the Board any potential related person transactions and must disclose all material facts with respect to such transaction. All such transactions will be reviewed by the disinterested members of the Board and, in their discretion, approved or ratified. In determining whether to approve or ratify a related person transaction the disinterested members of the Board will consider the relevant facts and circumstances of the transaction, which may include factors such as the relationship of the related person with the Company, the materiality or significance of the transaction to the Company and the related person, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to the Company on an arms-length basis, and the impact of the transaction on the Company’s business and operations.

We had the following transactions with related parties during the last two fiscal years:

SettlementAgreements with NEOs for Accrued Compensation

Mr. Mathur, Mr. Chung, Mr. Cucher and Ms. Young entered into settlement agreements with the Company for accrued compensation payable to them pursuant to employment agreements on September 2024 and January 2024. Additionally, each of Mr. Mathur, Mr. Chung, Mr. Cucher and Ms. Young entered into settlement agreements for accrued compensation payable to them pursuant to their employment agreements on September 30, 2025. For additional information, please see “Executive Compensation – Settlement Agreements with NEOs for AccruedCompensation.”

SeriesD Dividend Waiver Agreements signed by Related Parties

Effective as of September 30, 2025, the Company entered into dividend waiver agreement (each, a “Dividend Waiver Agreement” and collectively, the “Dividend Waiver Agreements”) with all holders of the Company’s Series D Preferred Stock. The holders consisted of Jaspreet Mathur, the Company’s Chief Executive Officer (“CEO”); Emblaze One, Inc. (“Emblaze”), an entity wholly owned by the CEO; and EM1 Capital, LLC (“EM1”), an entity wholly owned by the CEO.

As of December 31, 2025, the Company had accrued and unpaid dividends on the Series D Preferred Stock in the amounts of $526,799 owed to Mr. Mathur, $4,658 owed to Emblaze, and $7,968 owed to EM1. Pursuant to the Waiver Agreements, each holder irrevocably waived its right to receive all accrued and unpaid dividends on the Series D Preferred Stock from the date of issuance through and including December 31, 2025, which totaled $539,444 in the aggregate.

LicenseAgreements and Royalty Payments to Affiliated Parties

From the date on which the Limitless X Nevada Acquisition of BioLabs was completed through November 1, 2023, Limitless X, the Company’s wholly-owned subsidiary, had manufacturing and distribution license agreements with (i) Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smilz”), and DIVATRIM INC. (“Divatrim”), which are all companies owned by Jas Mathur, our Chief Executive Officer, Chairman of the Board of Directors, and majority shareholder, and (ii) AMAROSE INC. (“Amarose”), which is owned 50% by Mr. Mathur and 50% by Amanda Saccomanno, one of our directors. LPI, Smilz, Divatrim and Amarose may be collectively referred to as the “Licensors.”

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Pursuant to the License Agreements, and each of them, the Company agreed to pay to each Licensor royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances. On October 1, 2023, the Company terminated each of the License Agreements with Smilz, Divatrim and Amarose; however, the Company maintained its license for NZT-48 with LPI. As of October 1, 2023, the Company had accrued liabilities for royalty payments in the amount of $436,528 to Smilz,, $2,860 to Divatrim, $673,004 to LPI and $320,261 to Amarose, respectively. In the third quarter of 2023, the Company and each of the Licensors agreed to convert their royalty payments into accrued liabilities of the Company in the same amount.

As of November 1, 2023, Limitless X amended its license agreement with LPI, terminating its rights to license two nutritional supplements.

In January 2025 (the “January Amendment”), LPI amended the License Agreement for NZT-48 to waive all royalty payments from the Company for the next 3 years. The term of the License Agreement for NZT-48 is for 5 years and automatically renews for 5 years unless either party gives notice of its intent not to renew, and LPI can only terminate for the end of a term for cause. The License Agreement for NZT-48 only gives the Company a non-exclusive license to design, redesign, manufacture, promote, sell and distribute NZT-48. In May 2025, we further amended the License Agreement to memorialize the understanding and operating relationship between the LPI and Limitless X that the License Agreement and the royalty waivers under the January 2025 Amendment, applied to all NZT-48 related products, including NZT-48, NZT-48 Lions Mane, and NZT-48 For Her, as well as the OneShot Nootropic Pre-Workout and any OneShot related products, whether already developed or that may be developed by LPI in the future.

Effective as of September 2025, the Company and LPI amended the LPI License Agreement pursuant to a Third Amendment (“Third Amendment”) in which LPI waived $260,602 in royalties due through December 31, 2025, and confirmed its waiver of all royalties under the LPI License Agreement for the period ending

NotesPayable to the Majority Shareholder

The Company had various notes payable with its shareholder who is the Chief Executive Officer of the Company. As of September 30, 2024 and December 31, 2023, the Company had $5,144,460 and $5,152,028 outstanding. Refer to Note 7 – Notes Payable to Shareholder in the Company’s unaudited financial statements for the nine months ended September 30, 2024, which are included in this Offering Circular.

On December 10, 2024, Mr. Mathur advanced $145,000 to the Company pursuant to a promissory note accruing interest at the rate of 12% per annum, which matures on the earlier of (i) June 10, 2025, or (ii) the date on which the Company secures funding of at least $1 million in an offering. As consideration for advancing these funds, the Company issued 50,000 shares of its common stock to Mr. Mathur. These shares are “restricted securities” under Rule 144 of the Securities Act, have not been registered and cannot be resold or otherwise transferred without registration or an exemption therefrom.

On December 31, 2024, Mr. Mathur advanced $200,000 to the Company pursuant to a promissory note accruing interest at the rate of 12% per annum, which matures on the earlier of (i) June 27, 2025, or (ii) the date on which the Company secures funding of at least $1 million in an offering, whichever comes first. As consideration for advancing these funds, the Company issued 70,000 shares of the Company’s common stock to Mr. Mathur. The shares are “restricted securities” under Rule 144 of the Securities Act, have not been registered and cannot be resold or otherwise transferred without registration or an exemption therefrom.

On March 21, 2025, Mr. Mathur entered into a promissory note with the Company in the amount of $500,000.00 accruing at the rate of 12.5% per annum, which matures the earlier of (i) September 21, 2025 or (ii) the date on which the Company secures funding of at least $1 million in an offering, whichever comes first. As consideration for advancing these funds, the Company issued 225,000 shares of its common stock and 10,000 shares of the Series D Preferred Stock to Mr. Mathur. These shares are “restricted securities” under Rule 144 of the Securities Act, have not been registered and cannot be resold or otherwise transferred without registration or an exemption therefrom.

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NotesPayable to Related Parties

The Company entered into various notes payable with shareholders of the Company. As of December 31, 2025, and 2024, the Company had $161,092 and $436,747 outstanding, respectively. Refer to Note 8 of the Company’s unaudited financial statements.

Mr. Mathur entered into a promissory note dated December 10, 2024 with the Company in the amount of $145,000.00 plus accrued interest at the agreed upon rate of 12% fixed equaling the total sum of $153,700.00. The Company will pay Mr. Mathur the full balance on or before the earlier of (i) June 10, 2025 or (ii) the date on which the Company secures funding of at least $1 million. As consideration for advancing the loan, the Company issued 50,000 shares of its common stock to Mr. Mathur.

Mr. Mathur entered into a promissory note dated December 31, 2024 with the Company in the amount of $200,000 plus accrued interest at the agreed upon rate of 12% fixed equaling the total sum of $212,000. The Company will pay Mr. Mathur the full balance on or before the earlier of (i) June 27, 2025 or (ii) the date on which the Company secures funding of at least $1 million in an offering, whichever comes first. As consideration for advancing the loan, the Company issued 70,000 shares of its common stock to Mr. Mathur.

On January 22, 2025, Limitless Films entered into a promissory note with EM1 Capital, LLC (“EM1”), a company wholly-owned and controlled by Mr. Mathur, pursuant to which EM1 advanced $1 million to Limitless Films to enable Limitless Films to meet its obligations under the Bridge Loan Agreement with Gentleman Thief LLC. The $1 million loan accrues interest at a rate of five percent (5%) and has a maturity date of January 22, 2026. The maturity date of the bridge loan has been extended multiple times in connection with ongoing project developments. In September 2025, Limitless Films entered into a second addendum to the bridge loan agreement, which extended the maturity date to November 15, 2025 and provided for the rollover of $400,000 of the original loan amount toward the development of a separate motion picture, The Conspiracy, featuring Emile Hirsch, Emma Ishta, Busta Rhymes, and Rich the Kid, among others. As of September 15, 2025, the Borrower had repaid $300,000 of the outstanding balance, leaving a remaining balance of $300,000 at that time. Although the November 15, 2025 maturity date has passed, the Company has agreed to provide an additional extension in consideration of continued project developments, delayed inbound payments related to distribution and sales activity, and the rescheduled premiere of The Gentleman Thief, which is currently expected to open the Miami Film Festival in April 2026. The Company is also preparing a new security agreement related to The Conspiracy.

On June 9, 2025, EM1, an entity controlled by Mr. Mathur, entered into a promissory note with the Company in the amount of $25,000 plus accrued interest at the agreed upon rate of 15% fixed equaling the total sum of $28,750 (the “Full Balance”). The Company is to use the funds received under the promissory note to pay its auditing fees. The Company will pay EM1 the Full Balance on or before the earlier of (i) December 9, 2025 or (ii) the date on which the Company secures funding of at least $1 million in an offering. The note was subsequently amended on June 12, 2025, only to change the governing law provision from California to Delaware. The note was amended again on June/30, 2025 to include consideration payable to EM1 in the form of stock. The Company will issue 5,000 shares of the Company’s common stock to EM1, after obtaining Board approval, which shares are “restricted securities” under Rule 144 of the Securities Act, have not been registered and cannot be resold or otherwise transferred without registration or an exemption therefrom.

On June 11, 2025, EM1 entered into a promissory note with the Company in the amount of $75,000 plus accrued interest at the agreed upon rate of 15% fixed equaling the total sum of $86,250 (the “Full Balance”). The Company is to use the funds received pursuant to promissory note for necessary expenses. The Company will pay EM1 the Full Balance on or before the earlier of (i) December 11, 2025 or (ii) the date on which the Company secures funding of at least $1 million in an offering. In consideration for EM1’s willingness to loan the funds, the Company will issue 15,000 shares of the Company’s common stock to EM1 after obtaining Board approval. These shares will be “restricted securities” under Rule 144 of the Securities Act, have not been registered and cannot be resold or otherwise transferred without registration or an exemption therefrom.

On July 11, 2025 (the “Effective Date”), EM1 entered into a promissory note with the Company in the amount of $250,000 plus accrued interest at the agreed upon rate of 15% fixed per annum, pursuant to which EM1 will advance the funds to the Company for general working capital purposes and growth initiatives between July 11 and August 29, 2025. The Company will pay EM1 the full balance (including principal and interest) of the promissory note on or before the maturity date of July 11, 2026. In consideration for EM1’s willingness to loan the funds, the Company was required to issue 500,000 shares of the Company’s common stock and 500,000 warrants to purchase the Company’s common stock to EM1 on the Effective Date. The warrants have an exercise price of $0.80 per share, the closing price of the Company’s common stock on the Effective Date, and contain terms for cashless exercise and a 5-year term. The issuance of common stock, the warrants, and any common stock issued under the warrants shall be restricted under Rule 144 of the Securities Act, have not been registered and cannot be resold or otherwise transferred without registration or an exemption therefrom.

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DebtConversion Agreements with Mr. Mathur

On January 3, 2025, the Company entered into a debt conversion transaction with Jaspreet Mathur to settle outstanding debt in the amount of $2,152,000, plus accrued interest in the amount of $227,601. In exchange for cancelling this debt, the Company issued an aggregate of 193,680 shares of Class C Stock to Mr. Mathur. The Class C Stock was priced at 12.5% of the total amount of the debt portion settled, plus agreed upon interest of 12%. The shares of the Company’s Class C Stock are “restricted securities” as defined in Rule 144 of the Securities Act and are subject to restrictions on transfer and sale under applicable federal and state securities laws.

On February 7, 2025, the Company entered into a debt conversion transaction with Jaspreet Mathur to settle outstanding debt in the amount of $3,000,000, plus accrued interest the amount of $375,000, for an aggregate debt in the amount of $3,3750,000. In exchange for cancelling this debt, the Company issued an aggregate of 135,000 shares of Series D Stock to Mr. Mathur. The Series D Preferred Stock was priced to 12.5% of the total amount of the debt owed to each vendor plus agreed upon interest at 12.5%. The shares of the Company’s Series D Preferred Stock are “restricted securities” as defined in Rule 144 of the Securities Act and are subject to restrictions on transfer and sale under applicable federal and state securities laws.

On April 14, 2025, the Company entered into debt conversion agreements with each of (i) Jaspreet Mathur and (ii) EM1 Capital, LLC and Emblaze One, LLC, two entities under Mr. Mathur’s control (each of Mr. Mathur and the entities, a “Vendor”, and collectively, the “Vendors”). The Company had an outstanding balance owed to the Vendors in an aggregate amount of $6,505,368 (the “Debt”) in connection with expenses paid on behalf of the Company by each Vendor. In exchange for cancelling the Debt, The Company issued an aggregate of 260,214 shares to the Vendors of the Series D Preferred Stock restricted under Rule 144 of the Securities Act of 1933, as amended, at a price of $25 per share. The Series D Preferred Stock is subject to restrictions on transfer and sale under applicable federal and state securities laws.

ExchangeAgreements with Mr. Mathur

On February 23, 2026, the Company entered into Exchange Agreements (each, an “Exchange Agreement” and collectively, the “Exchange Agreements”) with certain holders of the Company’s Class C Convertible Preferred Stock, par value $0.0001 per share (the “Class C Stock”), pursuant to which such holders agreed to exchange all of their shares of Class C Stock for shares of the Company’s Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series D Stock”). The Exchange Agreements were entered into with each of EM1, Amarose, LPI, each of which is controlled by our Chief Executive Officer and greater than 10% shareholder, Jaspreet Mathur. Pursuant to the Exchange Agreements, each holder exchanged its shares of Class C Stock for shares of Series D Stock as follows (pursuant to the table below). The Series D Stock issued pursuant to the Exchange Agreements has not been registered under the Securities Act or under any state securities laws, and was issued in reliance on exemptions thereunder.

Class C Holder
EM1	291,372	1,210,793
LPI	5,000	20,777
Amarose	7,892	32,795

Ding Acquisition

On January 26, 2026, the Company and BodyCor entered into a Binding Letter of Intent with Ding Easy AI, LLC and its equity holders, pursuant to which the Company would acquire 60% of the equity interests of Ding (on a fully diluted basis) at a pre-money valuation of $15.0 million in exchange for shares of the Company’s common stock valued at $9.0 million based on the volume-weighted average trading price, and commit to provide up to $1.75 million in growth capital subject to due diligence, milestone conditions, and a fairness opinion. The LOI also provides the Company with an option to acquire the remaining 40% equity interest upon Ding achieving a specified valuation, in exchange for additional shares of common stock, and includes a 120-day exclusivity period. Ding is wholly owned by Daniel Sanders, who also serves as President of the Company’s wholly owned subsidiary, Limitless X, Inc., and therefore the LOI constitutes a related-party transaction under Item 404(a) of Regulation S-K. The related-party relationship and transaction terms were reviewed and approved by the Company’s Audit Committee.

NotesPayable to Prime Time Live, Inc.

As of December 31, 2025, and 2024, Prime Time Live owed affiliates of the Company $80,000 and $80,000, respectively. These loans each bear interest at the rate of $10 per annum and is due upon demand.

Policiesand Procedures for Transactions with Related Persons

All future related party transactions will be voted upon by the disinterested directors. The Audit Committee of the Board is responsible for evaluating each related party transaction and making a recommendation to the disinterested members of the Board as to whether the transaction at issue is fair, reasonable and within our policy and whether it should be ratified and approved. The Board or the Audit Committee, as applicable, in making its recommendation, will consider various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arm’s-length and in the ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards. The Board and the Audit Committee will review, at least annually, a summary of our transactions with our directors and officers and with firms that employ our directors, as well as any other related person transactions.

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Limitationson Liability and Indemnification of Officers and Directors

Our Charter and Bylaws limit the liability of our officers and directors and provide that we will indemnify our officers and directors, in each case, to the fullest extent permitted by Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the Commission such indemnification is against public policy and is therefore unenforceable.

Charterand Bylaw Provisions

Our Charter and Bylaws include a number of anti-takeover provisions that may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board rather than pursue non-negotiated takeover attempts. These provisions include:

AdvanceNotice Requirements. Our Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of stockholders. These procedures provide that notice of stockholder proposals must be timely and given in writing to our corporate Secretary. Generally, to be timely, notice must be received at our principal executive offices not fewer than 75 calendar days nor more than 125 calendar days prior to the first anniversary date of the previous year’s annual meeting of stockholders. The notice must contain the information required by the bylaws, including information regarding the proposal and the proponent.

Removalof Directors. A director may only be removed for cause and upon the affirmative vote of at least 75% of the holders of shares then entitled to vote at a meeting called for that purpose.

SpecialMeetings of Stockholders. Our Bylaws provides that special meetings of stockholders may only be called by the Board.

Amendmentof Bylaws. The Board has the power to amend or repeal any provisions of our Bylaws by an affirmative vote of a majority of the directors then in office. The stockholders may only amend or repeal the Bylaws at a regular or special meeting of the stockholders with a vote of at least 75% of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that only a majority of the shares present or represented by proxy at such a meeting is required if the Board recommends that the stockholders approve such amendment or repeal at such meeting of stockholders.

PreferredStock. Our Charter authorizes our Board to create and issue rights entitling our stockholders to purchase shares of our stock or other securities. The ability of our Board to establish the rights and issue substantial amounts of preferred stock without the need for stockholder approval may delay or deter a change in control of us. See “Preferred Stock” below in “Securities Offered.”

DelawareTakeover Statute

We are subject to Section 203 of the DGCL which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any “business combination” (as defined below) with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, unless: (1) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (2) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned (a) by persons who are directors and also officers and (b) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to this plan will be tendered in a tender or exchange offer; or (3) on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 of the DGCL defines generally “business combination” to include: (1) any merger or consolidation involving the corporation and the interested stockholder; (2) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; (3) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (4) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (5) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

ITEM

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table summarizes the aggregate fees billed to us by M&K CPAS, PLLC (“M&K”), our principal accounts, for professional services during the years ended December 31, 2025 and 2024 for re-audit:

Fees	2025		2024
Audit Fees (1)	$	50,000	$	50,000
All Other Fees		-		-
Total Fees	$	50,000	$	50,000

(1) Audit Fees.

Fees for audit services billed in 2025 and 2024 consisted of:

●	Progress<br> billings for the audits of the Company’s financial statements for 2025 and 2024; and
●	Review<br> of the Company’s quarterly financial statements for 2025 and 2024.

Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements, the review of interim consolidated financial statements included in quarterly reports, services that are normally provided in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.

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PART

ITEM

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this Annual Report on Form 10-K:

a)	Financial<br> Statements:

Our financial statements and the Report of Independent Registered Public Accounting Firm are included herein on page F-1.

b)	Financial<br> Statement Schedules:

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto on page F-1.

c)	Exhibits:
Exhibit Number	Description	Form	Exhibit	Filing Date	Filed Herewith
---	---	---	---	---	---
2.1	Share Exchange Agreement among Bio Lab Naturals, Inc., Limitless X, Inc., and Certain Shareholders, dated May 11, 2022	8-K	2.1	05/26/2022
2.1	Amendment to Share Exchange Agreement, dated August 2, 2022	8-K	10.1	08/05/2022
3.1	Amended and Restated Certificate of Incorporation filed October 31, 2022	8-K	3.1	11/01/2022
3.2	Amended and Restated Bylaws	S-1	3.2	02/14/2024
3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation filed December 19, 2022	8-K	3.1	12/21/2022
3.4	Class A Super Majority Convertible Preferred Shares Designation filed February 5, 2020	S-1	4.3	07/02/2020
3.5	Amended Certificate of Designation of Class A Preferred Convertible Stock	8-K	3.1	05/26/2022
3.6	Certificate of Designation of Class B Convertible Preferred Stock filed October 23, 2023	8-K	3.1	10/26/2023
3.7	Amended Certificate of Designation of Class B Preferred Convertible Stock	S-1	3.7	02/14/2024
3.8	Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock, filed on January 9, 2025	8-K	3.1	01/15/2025
3.9	Certificate of Designation of Series D 15% Cumulative Redeemable Perpetual Preferred Stock	8-K	3.1	01/27/2025
4.1	2020 Stock Option Plan	S-1	4.1	07/02/2020
4.2	2022 Restricted Stock Plan	S-1	4.2	02/14/2024
4.3	2022 Stock Option Plan	S-1	4.3	02/14/2024
10.1	Manufacturing & Distributorship License Agreement between Limitless X Inc. and Divatrim Inc., dated December 1, 2021	8-K	10.3	05/26/2022
10.2	Manufacturing & Distributorship License Agreement between Limitless X Inc. and Smilz Inc., dated December 1, 2021	8-K	10.4	05/26/2022
10.3	Manufacturing & Distributorship License Agreement between Limitless X Inc. and Limitless Performance Inc., dated December 1, 2021	8-K	10.5	05/26/2022
10.4	Manufacturing & Distributorship License Agreement between Limitless X Inc. and Amarose Inc., dated December 1, 2021	8-K	10.6	05/26/2022
10.5	Promissory Note between Limitless X, Inc. and Jaspreet Mathur, dated December 6, 2021	8-K	10.7	05/26/2022

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIMITLESS X HOLDINGS, INC.
	By:	/s/ Jaspreet Mathur
	Name:	Jaspreet<br> Mathur
Dated:<br> April 15, 2026	Title:	Chief<br> Executive Officer and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jaspreet Mathur	Chief<br> Executive Officer and Chairman of the Board of Director	April<br> 15, 2026
Jaspreet<br> Mathur	(Principal<br> Executive Officer)
/s/ Benjamin Chung	Chief<br> Financial Officer	April<br> 15, 2026
Benjamin<br> Chung	(Principal<br> Financial Officer and Principal Accounting Officer)
/s/ Bharat Raj Mathur	Director	April<br> 15, 2026
Bharat<br> Raj Mathur
/s/ Amanda Saccomanno	Director	April<br> 15, 2026
Amanda<br> Saccomanno
/s/ Leon Anderson	Director	April<br> 15, 2026
Leon<br> Anderson
/s/ Dan Fleyshman	Director	April<br> 15, 2026
Dan<br> Fleyshman
/s/ Michael Braun	Director	April<br> 15, 2026
Michael<br> Braun
/s/ Hassan Iddrissu	Director	April<br> 15, 2026
Hassan<br> Iddrissu
/s/ Arthur Sarkissian	Director	April<br> 15, 2026
Arthur<br> Sarkissian

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LIMITLESS

X HOLDINGS, INC.

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS

Index<br> to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 2738)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statement of Changes in Stockholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

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REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Limitless X Holdings, Inc.

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Limitless X Holdings, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

GoingConcern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has yet to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations all of which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern

Due to recurring net losses and negative cash flows from operations for the year, the company evaluated the need for a going concern listed in Note 2. Auditing management’s evaluation of a going concern involves significant judgement given the fact that the Company uses management’s estimates on future revenues and expenses, which are not able to be easily substantiated. We evaluated the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/<br> M&K CPAS, PLLC

We have served as the Company’s auditor since 2024.

The Woodlands, TX

April 15, 2026

| F-2 |

| --- |

LIMITLESS

X HOLDINGS INC.

CONSOLIDATED

BALANCE SHEETS

			December 31,
			2024
ASSETS
Current Assets:
Cash	7,169		$	53,549
Accounts receivables, net	-			24,984
Inventories	140,554			18,415
Prepaid expenses	24,148			11,700
Total current assets	171,871			108,648
Non-Current Assets:
Property and equipment, net	660			980
Other assets	10,985			11,208
Total non-current assets	11,645			12,188
Total assets	183,516		$	120,836
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	3,309,385		$	6,024,556
Accrued interest	59,653			1,035,842
Royalty payable	-			220,535
Refunds and chargeback payable	4,342			55,296
Note payable	35,000			35,000
Notes payable to shareholder	-			5,144,460
Notes payable to related parties	164,092			436,747
Notes payable	164,092			436,747
Convertible notes payable, net of debt discount of 124,434	550,566			-
Loans payable	339,249			240,133
Total current liabilities	4,462,287			13,192,569
Total liabilities	4,462,287			13,192,569
Commitments and contingencies	-			-
Preferred Stock B - 0.0001 par value; 30,000,000 authorized shares; 531,356 shares issued and<br> outstanding, respectively	1,742,953			1,742,953
Stockholders’ deficit
Preferred Stock A - 0.0001 par value; 30,000,000 authorized shares; 500,000 shares issued and<br> outstanding	50			50
Preferred Stock C - 0.0001 par value; 30,000,000 authorized shares; 337,694 shares issued and outstanding	5,374,996			-
Preferred Stock D - 0.0001 par value; 30,000,000 authorized shares; 405,214 shares issued and<br> outstanding and none, respectively	10,130,350			-
Preferred<br> Stock, value	10,130,350			-
Common Stock- 0.0001 par value; 300,000,000 authorized shares; 16,993,811 shares and 8,594,681<br> shares issued and outstanding, respectively	1,699			859
Common stock issuable, 2,502,382 shares and 133,332, respectively	4,661,734			83,555
Additional paid-in-capital	58,767,979			23,941,779
Accumulated deficit	(84,958,532	)		(38,840,929	)
Total stockholders’ deficit	(6,021,724	)		(14,814,686	)
Total liabilities and stockholders’ deficit	183,516		$	120,836

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| F-3 |

| --- |

LIMITLESS

X HOLDINGS INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

	2025			2024
	Years Ended December 31,
	2025			2024
Net Revenue
Product sales	$	946,563		$	3,355,961
Total net revenue		946,563			3,355,961
Cost of Revenue
Cost of revenue		233,581			1,105,879
Total cost of sales		233,581			1,105,879
Gross profit		712,982			2,250,082
Operating expenses:
General and administrative		1,559,242			1,087,459
Advertising and marketing		544,777			1,997,123
Salaries and compensation		2,215,221			2,879,870
Stock compensation expense		5,498,021			168,555
Total operating expenses		9,817,261			6,133,007
Loss from operations		(9,104,279	)		(3,882,925	)
Other income (expense)
Interest expense		(954,668	)		(512,619	)
Other income (expense)		36,186			10,477
Gain (Loss) on debt settlement		(35,458,137	)		216,914
Loss on settlement		(636,705	)		-
Gain on disposal of assets		-			(26,035	)
Other expense		-			(7,825	)
Total other income (expense), net		(37,013,324	)		(319,088	)
Loss before income tax provision		(46,117,603	)		(4,202,013	)
Income tax provision		-			915
Net loss	$	(46,117,603	)	$	(4,202,928	)
Dividends accrued during the period		539,444			-
Dividends forgiven during the period		(539,444	)		-
Deemed dividends during the period related to extinguishment of related party<br> preferred stock C from mezzanine to equity		(26,931,904	)		-
Net loss allocable to common shareholders	$	(19,185,699	)	$	(4,202,928	)
Earnings (Loss) Per Share:
Net loss per common share - basic and diluted	$	(1.23	)	$	(0.83	)
Weighted average number of common shares - basic and diluted		15,415,997			5,068,134

The

accompanying notes are an integral part of these consolidated financial statements.

| F-4 |

| --- |

LIMITLESS

X HOLDINGS INC.

CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			deficit			Equity
	Preferred<br><br> <br>Stock<br> B						Preferred<br><br> <br>Stock<br> C						Preferred<br><br> <br>Stock<br> A				Preferred<br><br> <br>Stock<br> C					Preferred<br><br> <br>Stock<br> D				Preferred<br><br> <br>Stock<br> D Issuable				Common<br> Stock				Common<br><br> <br>Stock Issuable						Additional<br><br> <br>Paid-In			Accumulated			Total<br><br> <br>Stockholder’s
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			deficit			Equity
Balance at December 31, 2023		10,349,097		$	16,973,554			-		$	-			500,000	$	50		-	$	-			-	$	-		-	$	-		3,992,234	$	399		-		$	-		$	4,793,068		$	(34,638,001	)	$	(29,844,484	)
Salaries conversion to common stock		-			-			-			-			-		-		-		-			-		-		-		-		3,202,464		320		-			-			3,202,144			-			3,202,464
Conversion of Preferred Stock B to common stock		(9,817,741	)		(15,230,601	)		-			-			-		-		-		-			-		-		-		-		311,100		31		-			-			15,230,570			-			15,230,601
Conversion of accrued wages to common stock		-			-			-			-			-		-		-		-			-		-		-		-		788,883		79		-			-			631,027			-			631,106
Conversion of Preferred Stock B to common stock		-			-			-			-			-		-		-		-			-		-		-		-		300,000		30		-			-			84,970			-			85,000
Conversion of accrued wages to common stock		-			-			-			-			-		-		-		-			-		-		-		-		-		-		133,332			83,555			-			-			83,555
Net loss		-			-			-			-			-		-		-		-			-		-		-		-		-		-		-			-			-			(4,202,928	)		(4,202,928	)
Balance at December 31, 2024		531,356		$	1,742,953			-		$	-			500,000	$	50		-	$	-			-	$	-		-	$	-		8,594,681	$	859		133,332		$	83,555		$	23,941,779		$	(38,840,929	)	$	(14,814,686	)
Balance		531,356		$	1,742,953			-		$	-			500,000	$	50		-	$	-			-	$	-		-	$	-		8,594,681	$	859		133,332		$	83,555		$	23,941,779		$	(38,840,929	)	$	(14,814,686	)
Salaries conversion to common stock		-			-			-			-			-		-		-		-			-		-		-		-		1,340,598		134		-			-			1,126,095			-			1,126,229
Issuances of common stock to board of directors for services - conversion<br> from accrued compensation		-			-			-			-			-		-		-		-			-		-		-		-		1,945,000		195		-			-			1,653,055			-			1,653,250
Issuances of common stock to board of directors for services		-			-			-			-			-		-		-		-			-		-		-		-		220,000		22		-			-			146,978			-			147,000
Consulting services - issuance of common stock		-			-			-			-			-		-		-		-			-		-		-		-		578,757		58		-			-			403,460			-			403,518
Restricted stock grants		-			-			-			-			-		-		-		-			-		-		-		-		833,333		83		-			-			430,095			-			430,178
Issuances of stock options		-			-			-			-			-		-		-		-			-		-		-		-		708,333		71		-			-			430,077			-			430,148
Common stock issuable for borrowings from shareholder		-			-			-			-			-		-		-		-			-		-		-		-		-		-		225,000			177,750			-			-			177,750
Conversion of notes payable and accrued interest to shareholder to preferred<br> stock C		-			-			193,680			19,368,000			-		-		-		-			-		-		-		-		-		-		-			-			2,736,361			-			2,736,361
Conversion of notes payable and accrued interest to shareholder to preferred<br> stock C		-			-			97,692			9,769,200			-		-		-		-			-		-		-		-		-		-		-			-			1,085,468			-			1,085,468
Conversion of notes payable and accrued interest to related parties to<br> preferred stock C		-			-			7,892			789,200			-		-		-		-			-		-		-		-		-		-		-			-			87,892			-			87,892
Issuance of preferred stock C for services		-			-			25,000			1,037,500			-		-		-		-			-		-		-		-		-		-		-			-			-			-			-
Conversion of vendor accounts payable to preferred stock C		-			-			15,830			1,583,000			-		-		-		-			-		-		-		-		-		-		-			-			-			-			-
Issuances of preferred stock C for compensation		-			-			5,000			500,000			-		-		-		-			-		-		-		-		-		-		-			-			-			-			-
Conversion of notes payable accrued interest to shareholder to preferred<br> stock D		-			-			-			-			-		-		-		-			135,000		3,375,000		-		-		-		-		-			-			-			-			3,375,000
Conversion of notes payable and accrued interest to shareholder to preferred<br> stock D		-			-			-			-			-		-		-		-			10,000		250,000		-		-		-		-		-			-			-			-			250,000
Common stock issued from issuable		-			-			-			-			-		-		-		-			-		-		-		-		225,000		23		(225,000	)		(177,750	)		177,727			-			-
Issuances of common stock for conversion of vendor debt		-			-			-			-			-		-		-		-			-		-		-		-		739,002		74		-			-			738,928			-			739,002
Consulting services - issuance of common stock - Draper		-			-			-			-			-		-		-		-			-		-		-		-		222,220		22		-			-			136,161			-			136,183
Consulting services - issuance of common stock from issuable		-			-			-			-			-		-		-		-			-		-		-		-		133,332		13		(133,332	)		(83,555	)		83,542			-			-
Shares issuable for consulting services		-			-			-			-			-		-		-		-			-		-		-		-		-		-		44,448			20,070			-			-			20,070
Issuances of preferred stock D as compensation		-			-			-			-			-		-		-		-			260,214		6,505,350		-		-		-		-		-			-			(3,909,721	)		-			2,595,629
Dividends		-			-			-			-			-		-		-		-			-		-		-		-		-		-		-			-			(204,555	)		-			(204,555	)
Extinguishment of preferred stock C from mezzanine to equity due to change<br> in terms		-			-			(337,694	)		(32,306,900	)		-		-		337,694		32,306,900			-		-		-		-		-		-		-			-			-			-			32,306,900
Deemed dividends		-			-			-			-			-		-		-		(26,931,904	)		-		-		-		-		-		-		-			-			26,931,904			-			-
Conversion of notes payable and accrued interest to shareholder to common<br> shares		-			-			-			-			-		-		-		-			-		-		-		-		520,000		52		-			-			334,040			-			334,092
Conversion of preferred stock C to common stock		-			-			(7,400	)		(740,000	)		-		-		-		-			-		-		-		-		740,000		74		-			-			1,368,926			-			1,369,000
Consulting services - issuance of common stock		-			-			-			-			-		-		-		-			-		-		-		-		100,000		10		-			-			398,990			-			399,000
Dividends		-			-			-			-			-		-		-		-			-		-		-		-		-		-		-			-			(334,889	)		-			(334,889	)
Dividends - amendment to forgivess dividends		-			-			-			-			-		-		-		-			-		-		-		-		-		-		-			-			539,444			-			539,444
Settlement of royalty payables - related party		-			-			-			-			-		-		-		-			-		-		-		-		-		-		-			-			260,602			-			260,602
Common stock issuable on settlement of accrued salaries		-			-			-			-			-		-		-		-			-		-		-		-		-		-		1,046,836			2,303,039			-			-			2,303,039
Consulting services - issuance of common stock - Irth and Lavry		-			-			-			-			-		-		-		-			-		-		-		-		93,555		9		-			-			135,790			-			135,799
Employee stock compensation expense - common stock issuable		-			-			-			-			-		-		-		-			-		-		-		-		-		-		250,000			550,000			-			-			550,000
Stock compensation to board of directors for services - common stock issuable		-			-			-			-			-		-		-		-			-		-		-		-		-		-		369,232			480,000			-			-			480,000
Stock compensation for consulting services - common stock issuable		-			-			-			-			-		-		-		-			-		-		-		-		-		-		791,866			1,308,625			-			-			1,308,625
Warrant valuation from convertible debt		-			-			-			-			-		-		-		-			-		-		-		-		-		-		-			-			69,830			-			69,830
Net Loss		-			-			-			-			-		-		-		-			-		-		-		-		-		-		-			-			-			(46,117,603	)		(46,117,603	)
Balance at December 31, 2025		531,356		$	1,742,953			-		$	-			500,000	$	50		337,694	$	5,374,996			405,214	$	10,130,350		-	$	-		16,993,811	$	1,699		2,502,382		$	4,661,734		$	58,767,979		$	(84,958,532	)	$	(6,021,724	)
Balance		531,356		$	1,742,953			-		$	-			500,000	$	50		337,694	$	5,374,996			405,214	$	10,130,350		-	$	-		16,993,811	$	1,699		2,502,382		$	4,661,734		$	58,767,979		$	(84,958,532	)	$	(6,021,724	)

The

accompanying notes are an integral part of these consolidated financial statements.

| F-5 |

| --- |

LIMITLESS

X HOLDINGS INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

	2025			2024
	Years Ended December 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(46,117,603	)	$	(4,202,928	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		320			2,392
Amortization of debt discount		791,740			-
Loss on disposal of fixed assets		-			26,035
Stock compensation - Issuances of common stock to board of directors for services		147,000			-
Stock compensation - Consulting services		2,403,195			168,555
Stock compensation - Restricted stock grants		430,178			-
Stock compensation - Stock options		430,148			-
Stock compensation - Issuance of preferred stock C for services and compensation		1,537,500			-
Stock compensation - Employee stock compensation expense		550,000			-
Loss on settlement of debt - Salaries conversion to common stock		589,989			-
Loss on settlement of debt - Issuances of common stock to board of directors for services to settle accrued compensation		680,750			-
Loss on settlemetn of debt		-			(216,914	)
Loss on settlement of debt - settlement of accrued salaries		1,036,369			-
Loss on settlement of debt - Issuances of preferred stock D as compensation		6,505,350			-
Loss on settlement of debt - Conversion of preferred stock C to common stock		629,000			-
Loss on settlement of debt - Conversion of notes payable and accrued interest to shareholder to preferred stock C		26,016,679			-
Loss on legal settlement		636,705			-
Changes in assets and liabilities:
Accounts receivables, net		24,984			91,904
Inventories		(122,139	)		3,442
Prepaid expenses		(12,448	)		800
Other assets		223			(223	)
Accounts payable and accrued expenses		2,246,358			3,261,507
Royalty payable		40,067			220,535
Refunds and chargeback payable		(50,954	)		(6,968	)
Net cash used in operating activities		(1,606,589	)		(651,863	)
Cash flows from financing activities:
Loan provided under loan receivable		-			-
Net cash provided by financing activities		-			-
Cash flows from financing activities:
Proceeds from convertible debt, net of OID		598,000			-
Proceeds from borrowings from stockholder		500,000			(7,568	)
Net borrowings from related parties		363,093			356,747
Net borrowings from loans payable		99,116			240,133
Net cash provided by financing activities		1,560,209			589,312
Net increase(decrease) in cash		(46,380	)		(62,551	)
Cash – beginning of period		53,549			116,100
Cash – end of period	$	7,169		$	53,549
Supplemental disclosures of cash flow information Cash paid during the periods<br> for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Salaries conversion to common stock	$	536,240		$	3,202,464
Issuances of common stock to board of directors for services - conversion from accrued compensation	$	1,452,500		$	-
Common stock issuable on settlement of accrued salaries	$	1,266,670		$	-
Conversion of Preferred B Shares to common stock	$	-		$	15,230,601
Conversion of vendor accounts payable to preferred stock C	$	1,583,000		$	-
Issuances of common stock for conversion of vendor debt	$	739,002		$	788,881
Settlement of royalty payables - related party	$	260,602		$	-
Conversion of notes payable and accrued interest to shareholder to preferred stock C	$	2,736,361		$	-
Conversion of notes payable and accrued interest to shareholder to preferred stock C	$	1,085,468		$	-
Conversion of notes payable accrued interest to shareholder to preferred stock D	$	3,375,000		$	-
Common stock issued for borrowings from shareholder	$	177,750		$	-
Conversion of notes payable and accrued interest to shareholder to preferred stock D	$	250,000		$	-
Common stock issued for borrowing and relative fair value of warrants issued for borrowing from shareholder	$	334,092		$	-
Conversion of notes payable and accrued interest to related parties to preferred stock C	$	87,892		$	-
Gain on forgiveness of dividends payable - related party	$	539,444		$	-
Dividends payable - related party	$	539,444		$	-
Relative fair value of warrants issued on convertible notes payable	$	69,830		$	-
Shares issued from stock payable	$	83,555		$	-
Deemed dividend on preferred stock C - related party	$	26,931,904		$	-
Conversion of preferred stock C to common stock	$	740,000		$	-

The

accompanying notes are an integral part of these consolidated financial statements.

| F-6 |

| --- |

LIMITLESS

X HOLDINGS INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE

1 – ORGANIZATION AND HISTORY

On

May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“Bio Lab”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the “Acquisition Closing”). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests approximately six months from the Acquisition Closing as part of the LimitlessX Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. (“Limitless”).

The LimitlessX Acquisition was accounted for as a “reverse merger” following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX’s assets, liabilities, and results of operations became the historical financial statements of the registrant. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

The Company (as defined below) is a lifestyle brand, focused in the health and wellness industry. Initially, the Company focused on nutritional supplements, wellness studies, and interactive training videos and has since focused its business on performance marketing, sales of digital services, and sales of products. The Company’s mission is to provide businesses a turnkey solution to sell their products. Company teams include sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others.

The Company currently offers products online only. The Company has manufacturing and distribution licensing agreements to market, manufacture, sell, and distribute branded products on behalf of its clients. The Company orders products from third party partner manufacturers that make the products according to the Company’s custom formulations, and brands them using the Company’s licensed trademarks. Products are then marketed and sold direct to consumers online. Orders are fulfilled and shipped directly from the Company’s licensors. The Company plans to offer global marketing services across all areas of the sales process, including market research, brand and product development, and digital advertising operating as an integrated marketing agency.

The Company operates in the following product and service sectors: (i) health products and (ii) digital marketing services. The health products sector included the sales of health products in two primary vertical markets: (1) health & wellness; and (2) beauty & skincare. The digital marketing service sector includes digital marketing; digital and print design; social media marketing; and direct-to-consumer marketing.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principlesof Consolidation and Reporting

The accompanying consolidated financial statements include the accounts of Limitless X Holdings Inc. (a holding company) and its wholly owned operating subsidiaries: Limitless X, Inc., and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation.

GoingConcern

The

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $84.96 million at December 31, 2025, and had a net loss of $46.1 million for the year ended December 31, 2025. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

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To support our existing and planned business model, the Company needs to raise additional capital to fund our future operations. The Company has not experienced any difficulty in raising funds through loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional debt financing is anticipated to fund the Company’s operations in near future. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern.

Useof Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

SegmentReporting

Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment providing direct to consumer e-commerce services for the Company’s health and wellness products, with a primary emphasis on dietary supplements. The Company’s current lead products are NZT-48, NZT-48 Lions mane, NZT-48 For Her and Oneshot Nootropic Pre-Workout.

The Company’s other businesses Limitless Films, Inc. (formed December 2024), XocelForte Therapeutics Inc. (formed in Augusts 2024), Limitless Entertainment, Inc. (December 2024), Limitless Digital Assets, Inc. (formed in December 2024) and Limitless Living Inc. (formed in December 2024) did not have any transactions during 2024 and 2025.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies of the direct-to-consumer ecommerce services segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the direct-to-consumer ecommerce services segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.

The CODM reviews performance based on gross profit, operating profit, net earnings and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States. The Company does not have any customer representing more than 10% of total revenues for any period presented. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

Cashand Cash Equivalents

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”).

Concentrationof Credit Risk

The Company offers its services to a small number of clients. This risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients.

AccountsReceivable, net

Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products and services for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible. The Company did not require and did not have an allowance for doubtful accounts.

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Inventories

Inventories are valued at the lower-of-cost or net realizable value on a first-in, first-out basis, adjusted for the value of inventory that is determined to be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods.

Advertisingand Marketing

Advertising

and marketing costs are charged to expense as incurred. Advertising and marketing costs were approximately $544,777 and $1,997,123 for the years ended December 31, 2025 and 2024, respectively, and are included in operating expenses in the accompanying statements of operations.

Propertyand Equipment, net

Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of property and equipment is over the estimated useful life of 5five to ten years using the straight-line method.

SCHEDULE

OF PROPERTY AND EQUIPMENT

	December 31, <br><br>2025			December 31, <br><br>2024
Machinery and equipment	$	1,604		$	1,604
Total		1,604			1,604
Less: accumulated depreciation		(944	)		(624	)
Total equipment, net	$	660		$	980

Depreciation

expense was $320 and $2,392 for the years ended December 31, 2025 and 2024, respectively. The Company disposed approximately $37,000 of equipment and recorded a loss on disposal of fixed assets of approximately $26,000 for the year ended December 31, 2024.

RevenueRecognition

ProductSales

The Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products or when the service is fully. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of consideration expected to be received in exchange for fulfilled product orders,

The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be more extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet.

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The Company utilizes third-party contract manufacturers for the manufacture of its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases, as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price.

In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, the Company has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the Statements of Operations.

Costof Sales

Cost of goods sold includes the cost of inventory sold during the period as well as certain commission fees, returns, chargebacks, distribution and shipping and handling costs. The amount shown is net of various rebates from third-party vendors in the form of payments.

RefundsPayable

If

customers are not satisfied for any reason, they may request a full refund, processed to the original form of payment, within 30 days from the order date. If the order has already been shipped, the Company charges a 20% restocking fee. The Company’s estimate of the reserve is based upon the Company’s most historical experience of actual customer returns. Additionally, the Company considers other factors in estimating the reserve, such as hiring a new internal team with more resources for the refund process.

ChargebacksPayable

Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer.

OtherComprehensive Loss

The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period.

IncomeTaxes

The accounting standard on accounting for uncertainty in income taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Earnings(Loss) per Share

The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share (“EPS”) is computed by dividing earnings (losses) attributable to common shareholders by the weighted average number of common shares outstanding for the periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had a loss for the years ended December 31, 2025 and 2024.

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EquityBased Payments

The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. The Company applies the provisions of ASC 718, “Compensation - Stock Compensation,” using a modified prospective application, and the Black-Scholes model to value stock options. Under this application, the Company records compensation expense for all awards granted. Compensation costs will be recognized over the period that an employee provides service in exchange for the award. During the year ended December 31, 2025 and the year ended December 31, 2024, the Company granted no options under the 2020 Stock Incentive Plan and 2022 Stock Option Plan.

GeneralConcentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.

The

Company purchases merchandise from 6 suppliers, and the Company’s 2 largest suppliers accounted for 62% of total purchases for the year ended December 31, 2024 and 2 largest suppliers accounted for 72% of total purchases for the year ended December 31, 2025. A significant portion of the Company’s inventory is manufactured abroad in Asia. Foreign imports subject the Company to the risks of changes in, or the imposition of new, import tariffs, duties or quotas, new restrictions on imports, loss of “most favored nation” status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations, public health issues that could lead to temporary closures of facilities or shipping ports, such as the recent outbreak of COVID-19, and other economic uncertainties. If a disruption of trade were to occur from the countries in which the suppliers of the Company’s vendors are located, the Company may be unable to obtain sufficient quantities of products to satisfy its requirements, or the cost of obtaining products may increase.

A substantial amount of the Company’s inventory is manufactured abroad. From time to time, shipping ports experience capacity constraints (such as delays associated with COVID-19), labor strikes, work stoppages or other disruptions that may delay the delivery of imported products. A contract dispute may lead to protracted delays in the movement of the Company’s products, which could further delay the delivery of products to the Company’s stores and impact net sales and profitability. In addition, other conditions outside of the Company’s control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine, could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise we sell, either through supply chain disruptions, or rising freight and fuel costs.

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OperatingLease

In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangement generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component and are month-to-month during the year ended December 31, 2025 and 2024.

RecentAccounting Pronouncements

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU beginning with its Form 10-K for the year ended December 31, 2025. However, the adoption of the new standard did not have a material impact on the requisite disclosure in its financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity’s performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity’s selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements

NOTE

3 – FAIR VALUE MEASUREMENTS

The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level<br> 1.	Observable<br> inputs such as quoted prices in active markets;
Level<br> 2.	Inputs,<br> other than the quoted prices in active markets, that are observable either directly or indirectly; and
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Level<br> 3.	Unobservable<br> inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
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The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.

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NOTE

4 – ROYALTY PAYABLES

On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI.

Limitless

Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,” and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed to pay to such Licensors royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.

On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI, which was subsequently amended (the “LPI License Agreement”).

The

Company was required to start paying all earned royalties under the License Agreements beginning on June 15, 2022. As of October 1, 2023, the royalty payable was $1,557,432 and due to termination of license, all inventories were provided back to the Licensors on the same date of termination. Inventories that were to be provided back to the Licensors was $2,363,151 on October 1, 2023. The net difference resulted in accounts receivables from Licensors in the amount of $805,719. As this net amount of $805,719 was to the Licensors of which these companies are controlled and all owned by the shareholder of the Company, this amount of net receivables was classified as an offset to note payable to the shareholder as of December 31, 2023.

In

September 2025, the Company entered into an amendment, to the LPI License Agreement under which it waived payment of all royalties due under the License Agreement through September 30, 2025, totaling $260,602 which were forgiven. In addition, the Company waived the payment of all royalties under the LPI License Agreement for the subsequent three-year period ending December 31, 2027. This resulted in gain from forgiveness of royalty payable and was recorded as additional paid-in capital as this was a related party transaction.

As

of December 31, 2025 and December 31, 2024, royalty payables were $0 and $220,535, respectively.

NOTE

5 – NOTE PAYABLE

On March 1, 2021, an individual loaned the predecessor company $35,000 in exchange for an unsecured promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before March 1, 2022. The maturity date was extended to December 31, 2022. Interest is due and payable on the first day of each month. As of December 31, 2025 and 2024, the Company owes $

35,000

in principal and accrued interest of $16,845 and $13,345 as of December 31, 2025 and 2024, respectively.

NOTE

6 – NOTES PAYABLE TO SHAREHOLDER

Notes payable to shareholder consisted of the following:

SCHEDULE

OF NOTES PAYABLE TO SHAREHOLDER

		December 31,
		2024
December<br> 6, 2021 (50,000)	-	$	50,000
December 6, 2021 (50,000)	-	$	50,000
February 11, 2022 (150,000)	-		150,000
May 8, 2022 (550,000)	-		550,000
May 16, 2022 (1,100,000)	-		1,100,000
May 18, 2022 (450,000)	-		450,000
June 1, 2022 (500,000)	-		500,000
June 30, 2022 (922,028)	-		922,028
August 25, 2022 (290,000)	-		290,000
November 15, 2022 (450,000)	-		450,000
May 16, 2023 (150,000)	-		150,000
May 18, 2023 (50,000)	-		50,000
June 5, 2023 (150,000)	-		150,000
June 20, 2023 (50,000) – Funding Commitment	-		50,000
July 13, 2023 (50,000) – Funding Commitment	-		50,000
August 1, 2023 (190,000) – Funding Commitment	-		190,000
August 7, 2023 (50,000) – Funding Commitment	-		42,432
March 23, 2025 (500,000)	-		-
Total notes payable to stockholder (current)	-	$	5,144,460

All values are in US Dollars.

●	December 6, 2021 – $50,000

On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which were used to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $4,303 per month, which included principal and interest with an interest rate of 6 % per annum. The total balance of principal and interest was due on May 1, 2023. As of December 31, 2024, the loan is due upon demand. The total balance of principal and interest of $57,427 was converted to preferred C shares during the three months ended March 31, 2025.

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| --- | | ● | February 11, 2022 – $150,000 | | --- | --- |

On February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $12,910 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest was due on May 1, 2023. As of December 31, 2024, the loan is due upon demand. The total balance of principal and interest of $172,280 was converted to preferred C shares during the year ended December 31, 2025.

●	May 8, 2022 – $550,000

On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $550,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $550,000 and $550,000, respectively. Beginning on June 1, 2022, the loan required a payment of $47,337 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest was due on May 1, 2023. As of December 31, 2024, the loan is due upon demand. The total balance of principal and interest of $631,695 was converted to preferred C shares during the year ended December 31, 2025.

●	May 16, 2022 – $1,100,000

On

May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $1,100,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of 8.5% per annum on June 17, 2022 and was due on May 16, 2023. As of December 31, 2024, the loan is due upon demand. The total balance of $1,268,116 principal and interest was converted to preferred C shares during the during the year ended December 31, 2025.

●	May 18, 2022 – $450,000

On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of 8.5% per annum on June 19, 2022 and was due on May 18, 2023. As of December 31, 2024, the loan is due upon demand. During the year ended December 31, 2025, approximately $547,333 of this amount including accrued interest was converted to preferred C shares and $150,000 including accrued interest was converted to preferred D shares.

●	June 1, 2022 – $500,000

On June 1, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $43,494 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $604,490 was due on July 1, 2023. During the during the year ended December 31, 2025, this amount including accrued interest was converted to preferred D shares.

●	June 30, 2022 – $922,028

On June 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $922,028 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $80,206 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest of $1,101,463 was due on August 1, 2023. During the year ended December 31, 2025, this amount including accrued interest was converted to preferred D shares.

●	August 25, 2022 – $290,000

On

August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $290,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the year ended December 31, 2025, total amount of $357,667 including accrued interest was converted to preferred D shares.

●	November 15, 2022 – $450,000

On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds

of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the year ended December 31, 2025, total amount of $549,375 including accrued interest was converted to preferred D shares.

●	May 16, 2023 – $150,000

On

May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the year ended December 31, 2025, total amount of $175,661 including accrued interest was converted to preferred D shares.

●	May 18, 2023 – $50,000

On

May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the year ended December 31, 2025, total amount $58,527 including accrued interest was converted to preferred D shares.

| F-14 |

| --- | | ● | June 5, 2023 – $150,000 | | --- | --- |

On

June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand. During the year ended December 31, 2025, total amount of $174,839 including accrued interest was converted to preferred D shares.

●	Funding Commitment Agreement

On

June 3, 2023, the Company entered into a Funding Commitment Agreement (the “Funding Commitment”) with its Chief Executive Officer and Chairman of the Board of Directors, Jaspreet Mathur, wherein Mr. Mathur committed to provide up to $1,000,000 of working capital to the Company over the next six months. Mr. Mathur agreed to the Funding Commitment in exchange for a one year convertible promissory note for each drawdown amount advanced to the Company with an annual interest rate of 10% and a balloon payment of principal and interest due at maturity, unless Mr. Mathur elects to convert the outstanding principal and interest into Class B Preferred Stock of the Company at the conversion price of $1.50 per share; provided, however, Mr. Mathur may only covert each note within the term of the Funding Commitment, in the event of the occurrence of the earlier of a public offering of securities of the Company pursuant to a registration statement filed with the SEC and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms. The balance of the Funding Commitment are as follows:

SCHEDULE

OF FUNDING COMMITMENT

		December 31,<br><br> 2024
June 20, 2023 (50,000)	-	$	50,000
July 13, 2023 (50,000)	-		50,000
August 1, 2023 (190,000)	-		190,000
August 7, 2023 (50,000)	-		42,432
Total Funding Commitment	-	$	332,432

All values are in US Dollars.

During the year ended December 31, 2025, this amount including accrued interest was converted to preferred D shares. The total debt

converted was $384,229.

●	March 21, 2025 – $500,000

On

March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 12.5% per annum and is due within 6 months from the date of the agreement. Furthermore, the Company is required to issue 10,000 preferred C shares (issued on April 10, 2025) and 225,000 common stock shares (issued on April 10, 2025) under the agreement. These shares were calculated at fair value at the date of issuance and the Company recorded interest expense of $427,750. This loan balance of $500,000 was converted to preferred stock C during the year ended December 31, 2025.

NOTE

7 – NOTES PAYABLE TO RELATED PARTIES

Notes payable to related party consisted of the following:

SCHEDULE

OF NOTES PAYABLE TO RELATED PARTIES

		December 31,
		2024
May 10, 2022 (12,500)	12,500	$	12,500
May 10, 2022 (12,500)	12,500		12,500
May 10, 2022 (20,000)	20,000		20,000
May 31, 2022 (5,000)	5,000		5,000
May 31, 2022 (15,000)	15,000		15,000
June 9, 2022 (15,000)	15,000		15,000
March 27, 2024 (100,000)	-		100,000
April 22, 2024 (49,139)	-		45,763
April 26, 2024 (45,000)	-		45,000
June 25, 2024 (32,000)	-		32,000
June 28, 2024, 2024 (25,000)	-		15,000
March 15, 2024 (419,428)	-		118,984
June and July 2025 (others)	84,092		-
Total notes payable to related parties (current)	164,092	$	436,747

All values are in US Dollars.

| F-15 |

| --- | | ● | May 10, 2022 - $12,500 | | --- | --- |

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of December 31, 2025 and 2024, the loan is due upon demand.

●	May 10, 2022 - $12,500

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that includes interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of December 31, 2025 and 2024, the loan is due upon demand.

●	May 10, 2022 - $20,000

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $20,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of December 31, 2025 and 2024, the loan is due upon demand.

●	May 31, 2022 - $5,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $5,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest began accruing on May 31, 2022. As of December 31, 2025 and 2024, the loan is due upon demand.

●	May 31, 2022 - $15,000

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest began accruing on May 31, 2022. As of December 31, 2025 and 2024, the loan is due upon demand.

●	June 9, 2022 - $15,000

On June 9, 2022, the Company loaned share holder of the company $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing on May 10, 2022. As of December 31, 2025 and 2024, the loan is due upon demand.

●	March 15, 2024 - $419,428

On

March 15, 2024, Emblaze One, a company owned by the shareholder of the company, a related party, provided $419,428 as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the six months ended June 30, 2025.

●	March 27, 2024 - $100,000

On

March 27, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $100,000 as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the six months ended June 30, 2025.

●	April 22, 2024 - $49,139

On

April 22, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $49,139 as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the six months ended June 30, 2025.

●	April 26, 2024 - $45,000

On

April 26, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $45,000 as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the six months ended June 30, 2025.

| F-16 |

| --- | | ● | June 25, 2024 - $32,000 | | --- | --- |

On

June 25, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $32,000 as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the six months ended June 30, 2025.

●	June 28, 2024 - $25,000

On

June 28, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $25,000 as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. The amount including interest was converted to preferred stock C during the six months ended June 30, 2025.

●	March 24, 2025 - $163,515

On

March 24, 2025, Emblaze One, a company owned by the shareholder of the company, a related party, provided $219,001 as a loan that includes interest at the rate of 10% per annum on the unpaid principal balance, with all unpaid principal and interest due on demand. Total amount of $219,001 including interest was converted to preferred stock C during the year ended December 31, 2025.

●	June 9, 2025 - $100,000

On

June 9, 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $25,000

as a loan that includes interest at the rate of 15% per annum on the unpaid principal balance, with all unpaid principal and interest due on December 9, 2025.

On

June 11, 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $75,000

as a loan that includes interest at the rate of 15% per annum on the unpaid principal balance, with all unpaid principal and interest due on December 11, 2025. The amount was fully paid as of December 31, 2025.

●	July 2025 - $234,092

In July 2025,

EM1 Capital, a company owned by the shareholder of the company, a related party, provided $234,092 as a loan that includes interest at the rate of 15% per annum on the unpaid principal balance, with all unpaid principal and interest. The amount was partially repaid and the outstanding balance was $84,092 as of December 31, 2025.

NOTE

8 – LOAN PAYABLE

In

July 2024, the Company entered into a merchant account loan payable with Shopify in the amount of $360,000. The loan is payable daily over 306 days with interest rate at 15.51% per annum. The loan payable balance was $176,749 at December 31, 2025 and is expected to be fully paid in 2026. The balance was $240,133 at December 31, 2024.

The Company entered into a loan payable agreement in May 2025 and amended in July 2025 with a lender. The loan is payable $7,300 weekly with payments which total $204,400 maturing on December 29, 2025. The loan is secured by the Company’s merchant account receivables. The loan payable was $162,500 as of December 31, 2025.

NOTE

9 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

SCHEDULE

OF CONVERTIBLE NOTES PAYABLE

		December 31,
		2024
November<br> 2025 – Auctus Fund (110,000)	110,000	$	-
November<br> 2025 – CFI Capital LLC (150,000)	150,000		-
November<br> 2025 – GS Capital Partners LLC (140,000)	140,000		-
November<br> 2025 – Labrys Fund II Note (275,000)	275,000		-
Total<br> convertible notes payable	675,000		-
Debt<br> discount	(124,434)		-
Total<br> notes payable to related parties (current)	550,566	$	-

All values are in US Dollars.

●	November 11, 2025 – Auctus Fund, LLC - $110,000

On November 11, 2025, the Company issued a convertible promissory note (the “Note”) to Auctus Fund, LLC in the principal amount of $110,000 pursuant to a Securities Purchase Agreement. The Note bears a one-time interest charge at 12%, equivalent to $13,200, which was earned in full on the issuance date. The Note matures twelve months from the issuance date, November 11, 2026. The Note may not be prepaid except as explicitly provided in the agreement. Any amounts not paid when due bear default interest at the lesser of 22% per annum or the maximum rate permitted by law.

| F-17 |

| --- |

ConversionFeatures – Beginning six months after the issuance date, the holder may convert all or a portion of the outstanding principal and accrued interest into shares of the Company’s common stock. The conversion price is equal to 60% of the lowest trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date, subject to certain adjustments.

In connection with the issuance of the Note, the Company issued two common stock purchase warrants to the lender:

○	Warrant A - Shares issuable: 78,571 shares with exercise price: $1.40 per share for five years<br> from issuance date
○	Warrant B (Commitment Fee Warrant) - Shares issuable: 78,572 shares with exercise price: $1.40<br> per share with term for five years.
---	---

The

warrants may be exercised for cash or on a cashless basis if the market price of the Company’s common stock exceeds the exercise price. The Company evaluated the warrant under ASC 470-20, Debt with Conversion and Other Options, and ASC 815-15, Derivatives and Hedging — Embedded Derivatives. The Company calculated the fair value of the warrant using a Black-Scholes based model and then determined the relative fair value of the warrants in relation to the net cash proceeds from the loan in the amount of $69,830, which was recorded as debt discount and additional paid-in capital. The debt discount is amortized over the life of the Note.

The Company evaluated the note terms under ASC 815-40-25 and determined that the Company has sufficient authorized shares to settle conversion, and the CEO has unilateral control to increase shares with no blocking contingencies.

●	November 3, 2025 – CFI Capital LLC - $150,000

On November 3, 2025, the Company entered into a Securities Purchase Agreement with CFI Capital LLC pursuant to which the Company issued a 6% Convertible Redeemable Note with a principal amount of $150,000 (the “Note”). The Note bears interest at 6% per annum and matures on November 3, 2026. Interest may be paid in shares of the Company’s common stock at the holder’s election. The Note contains an original issue discount (“OID”) of $20,000, resulting in net proceeds of $130,000 received by the Company.

ConversionFeatures – Beginning six months after the issuance date, the holder may convert all or part of the outstanding principal and accrued interest into shares of the Company’s common stock. The conversion price is 65% of the lowest trading price of the Company’s common stock during the twenty trading days prior to the conversion date.

The Company evaluated the terms under ASC 815-40-25 and determined that the Company has sufficient authorized shares to settle conversion, and the CEO has unilateral control to increase shares with no blocking contingencies.

●	November 10, 2025 – GS Capital Partners, LLC - $140,000

On November 10, 2025, the Company entered into a Securities Purchase Agreement with GS Capital Partners, LLC pursuant to which the Company issued a Convertible Promissory Note with a principal amount of $140,000. The note was issued with an original issue discount (“OID”) of $18,000, resulting in cash proceeds to the Company of $122,000. The note bears interest at a rate of 12% per annum. A full twelve-month interest amount is guaranteed and added to the principal balance on the issue date. The note matures on November 10, 2026, at which time all outstanding principal and interest become due and payable. Principal is scheduled to be repaid in six monthly installments of approximately $26,133 beginning on the 181st day after issuance unless earlier prepaid or converted in accordance with the terms of the note.

ConversionFeature – Upon the occurrence of an event of default, the holder has the right to convert all or a portion of the outstanding principal, accrued interest, and other amounts due under the note into shares of the Company’s common stock. The conversion price is equal to 65% of the lowest trading price of the Company’s common stock during the 15 trading days preceding the conversion notice.

●	November 5, 2025 - Labrys Fund II Note - $275,000

On November 5, 2025, the Company entered into a Securities Purchase Agreement with Labrys Fund II, L.P. pursuant to which the Company issued a convertible promissory note with a principal amount of $275,000 (the “Note”). The Note was issued with an original issue discount (“OID”) of $30,000, resulting in gross proceeds of $245,000 received by the Company at issuance. The Note bears a one-time interest charge equal to 8% of the principal amount ($22,000) which is deemed earned upon issuance. The Note matures on November 5, 2026, at which time the outstanding principal amount, together with any accrued and unpaid interest and other applicable fees, becomes due and payable unless earlier converted in accordance with the terms of the Note.

The holder may convert all or any portion of the outstanding principal and accrued interest into shares of the Company’s common stock. The conversion price is equal to 85% of the lowest closing bid price of the Company’s common stock during the fifteen (15) trading days immediately preceding the applicable conversion date, subject to customary adjustments for stock splits, dividends, and similar transactions.

| F-18 |

| --- |

In

connection with the issuance of the Note, the Company also issued 6,750 shares of common stock (“Commitment Shares”) to the investor as additional consideration under the Securities Purchase Agreement.

NOTE

10 – CREDIT CARD SETTLEMENT

The

Company had settled American Express credit card liability of $292,251 as of December 31, 2024 to $200,000 which resulted a gain in settlement of debt of $92,251 for the year ended December 31, 2024. The gain in settlement of debt is recorded in other income in the statements of operations.

NOTE

11 – CLASS B PREFERRED STOCK

On

October 23, 2023, pursuant to certain Conversion Agreements, the Company issued an aggregate of 10,349,097 shares of Class B Preferred Stock and extinguished $9,675,000 of convertible debt including accumulated interest as of October 23, 2023 in the amount of $674,097. The conversion resulted in recording of loss in settlement of debt of $6,624,457 based on the market price of common stock at the date of conversion.

The

holders of the Class B Preferred Stock are entitled to a liquidation preference senior to common stock and junior to the Class A Preferred Stock at a liquidation price of $3.00 per share of Class B Preferred Stock. The Class B Preferred Stock also has conversion rights, whereby each share of Class B Preferred Stock is convertible into two shares of Common Stock at the discretion of the holder, subject to beneficial ownership limitations. The holders of the Class B Preferred Stock have no voting rights, unless otherwise provided for in its Certificate of Designation or by law.

On January 3, 2017, the Company filed an Amendment to Certificate of Designation with the Nevada Secretary of State defining the rights and preferences of the Series A Convertible Preferred shares. Series A Convertible Preferred stock shall be convertible into common shares at the rate of the closing market price on the day of the conversion notice equal to the dollar amount of the value of the Series A Convertible Preferred shares, and holders shall have no voting rights on corporate matters, unless and until they convert their Series A Convertible Preferred shares into Common shares, at which time they will have the same voting rights as all Common Shareholders have; their consent shall not be required for taking any corporate action.

The

Class B Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. The Company has recorded $16,972,519, which represents 10,349,097 Series B Preferred Stock at $1.64 per share, issued and outstanding as of December 31, 2023, outside of permanent equity and liabilities.

In

October 2024, 9,286,385 Series B Preferred Stock were converted into 311,100 shares of common stock. The Company recorded a reduction of $15,230,601 of Series B Preferred Stock amount at the time of conversion.

NOTE

12 – STOCKHOLDERS’ EQUITY

CommonStock

As

of December 31, 2025 and 2024, the Company has 300,000,000 authorized shares of common stock par value $0.0001 per share.

PreferredStock

As

of December 31, 2025 and 2024, the Company has authorized 30,000,000 shares of preferred stock, 500,000 shares of which were designated as Class A Convertible Preferred Stock (Class A Preferred Stock”). and 11,000,000 shares of which were designated as Class B Convertible Preferred Stock, 5,000,000 shares of which were designated as Class C Convertible Preferred Stock (“Class C Preferred Stock”), and 5,000,000 shares of which were designated as Class D Convertible Preferred Stock (“Class D Preferred Stock”).

| F-19 |

| --- |

ClassA Convertible Stock

As

of December 31, 2025 and 2024, there were a total of 500,000 shares of Class A Preferred Stock issued and outstanding. The Class A Preferred Stock, when voting as a single class, has the votes of at least 60% of the voting power of the Company. Further, the holder of the Class A Preferred Stock can convert one share of Class A Preferred Stock into two shares of the Company’s common stock, subject to adjustment. In addition, the holder of the Class A Preferred Stock is entitled to a liquidation preference of the Company senior to all other securities of the Company.

ClassB Convertible Stock

As

of December 31, 2025 and 2024, there were a total of 1,062,712 shares of Class B Preferred Stock issued and outstanding. On October 23, 2023, pursuant to certain Conversion Agreements, the Company issued an aggregate of 10,349,097 shares of Class B Preferred Stock and extinguished $9,675,000 of convertible debt including accumulated interest as of October 23, 2023 in the amount of $674,097. The holders of the Class B Preferred Stock are entitled to a liquidation preference senior to common stock and junior to the Class A Preferred Stock at a liquidation price of $3.00 per share of Class B Preferred Stock. The Class B Preferred Stock also has conversion rights, whereby each share of Class B Preferred Stock is convertible into 0.067 shares of Common Stock at the discretion of the holder, subject to beneficial ownership limitations. The holders of the Class B Preferred Stock have no voting rights, unless otherwise provided for in its Certificate of Designation or by law.

On

September 9, 2024, pursuant to the conversion agreement, the convertible B shareholders converted 9,286,385 shares of Class B Preferred Stock in exchange for 311,100 common stock. The conversion amount of Class B Preferred Stock was $15,230,601 at the date of conversion.

ClassC Convertible Stock

As

of December 31, 2025, there were a total of 337,694 shares of Class C Convertible Preferred Stock issued and outstanding. Effective as of January 2, 2025, the Company filed a Certification of Designation of Class C Convertible Preferred Stock (the “Certificate”) with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law. (DGCL) The Class C Certificate designates 5,000,000 shares of the Company’s Preferred Stock as Class C Convertible Preferred Stock with a par value of $0.0001 per share (“Class C Stock”). The Class C Stock ranks (i) junior to the Class A Preferred Stock and Class B Preferred Stock, (ii) senior to any other class or series of outstanding Preferred Stock or Common Stock, and (iii) prior to any other class or series of capital stock of the Company hereafter created, and in each case as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (the “Class C Stock Distribution Ranking”). The Class C Preferred Stock is not entitled to dividends except as required by law. The Class C Preferred Stock shall have no voting rights other than as set forth in the Certificate or as required by law.

On each matter on which holders of Class C Preferred Stock are entitled to vote, each share of Class C Preferred Stock will be entitled to one vote.

Effective as of September 30, 2025, the Company filed a Second Amended and Restated Certificate of Designation of the Class C Convertible Preferred Stock (the “Second Class C Certificate”) with the Delaware Secretary of State The Second Class C Certificate serves to (i) change the liquidation preference of the Class C Stock so that the Class C Stock shall only be entitled to liquidation rights as required by law, and (ii) removes conversion rights of the Class C Stock in connection with a Liquidation Event (as that term is defined in the First Amended Certificate)

In 2025, the Company issued the following Class C Convertible Stock:

●	Pursuant<br> to the conversion agreement dated April 14, 2025, the notes payable to shareholder including<br> accrued interest in the amount of $2,824,253 was converted to 201,572 shares of Class C Preferred<br> Stock. The conversion amount of Class C Preferred Stock was $20,157,200 at the date of conversion.<br> The Company recognized loss from settlement of debt in the amount of $17,332,947 in 2025.
●	The<br> Company issued 5,000 shares of Class C Preferred Stock to Limitless Performance, Inc., an<br> entity wholly-owned by the CEO, related to settlement of license related to manufacturing<br> and distributorship. The company recognized stock compensation expense of $500,000 during<br> the three months ended March 31, 2025 which was the fair value based on common stock trading<br> price at the date of conversion.
---	---
●	Pursuant<br> to the conversion agreement dated April 14, 2025, the notes payable to related party including<br> accrued interest in the amount of $1,085,468 was converted to 97,692 shares of Class C Preferred<br> Stock. The conversion amount of Class C Preferred Stock was $9,769,200 at the date of conversion.<br> The Company recognized loss from settlement of debt in the amount of $8,683,732 during the year ended December 31, 2025.

| F-20 |

| --- | | ● | The Company issued 25,000 shares of Class C Preferred Stock to consultant for services. The Company recognized stock compensation expense of $1,037,500 during the three months ended March 31, 2025 which was the fair value based on common stock trading price at the date of conversion. | | --- | --- | | ● | Pursuant to the conversion agreement, the vendor accounts payable of $1,583,000 was converted to 15,830 shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $1,583,000 at the date of conversion which was fair value based on common stock trading at the date of conversion. As a result, no gain or loss was recognized. | | --- | --- | | ● | On July 14, 2025, the Class C Convertible shareholder converted 7,400 Class C Convertible stock to common shares in accordance with the conversion price and shares and was issued 740,000 (1 to 100 conversion with conversion price at $1.00). The fair value of the common share price was $1.85 at the date of conversion which resulted a loss on settlement of debt in the amount of $629,000 during the year ended December 31, 2025. | | --- | --- |

On September 30,2025 the company Amended and Restated the Certificate of Designation of the Class C Convertible Preferred Stock. The amendment removed the liquidation event from section 5C and states that in the event any shares of Class C Convertible Preferred Stock shall be converted pursuant to Section 5 hereof, the shares so converted shall be cancelled and shall return to the status of authorized but unissued Preferred Stock of no designated class, and shall not be issuable by the Company as Class C Convertible Preferred Stock.

As

a result of this amendment, the Company reclassed $32,306,900 from mezzanine liability to equity in the amount of $5,374,996 and additional paid in capital of $26,931,904. The $26,931,904 was deemed as deemed dividend as this was a related party transaction which resulted in recording in additional paid-in capital.

ClassD Convertible Preferred Stock

Effective

as of January 23, 2025, the Company filed a Certificate of Designation of Series D 15% Cumulative Redeemable Perpetual Preferred Stock (the “Certificate”) with the Delaware Secretary of State The Certificate designates 5,000,000 shares of the Company’s Preferred Stock as Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value of $0.0001 per share (“Series D Stock”). The Series D Stock ranks (i) junior to the Class A Stock, Class B Stock, and Class C Stock and all of the Company’s existing and future indebtedness (including indebtedness convertible into the Company’s Common Stock or Preferred Stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing subsidiaries and any future subsidiaries, (ii) senior to any other class or series of outstanding Preferred Stock or Common Stock, (iii) on parity with all equity securities issued by the Company with terms specifically providing that those equity securities rank on parity with the Series D Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution, or winding up, and (iv) senior to any other class or series of capital stock of the Company hereafter created, and in each case as to distributions of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (the ranking of the Series D Stock in relation to items (i)-(iv), the “Series D Stock Distribution Ranking”). Holders of the Series D Stock are entitled to receive cumulative cash dividends at the rate of 15% on the stated value of $25.00 per share of the Series D Preferred Stock per annum (equivalent to $3.75 per annum per share) (the “Series D Stock Dividend”). The Series D Stock Dividend is payable every quarter as and if declared by the Company’s board of directors and as permitted by law.

On

September 30, 2025, the Company entered into an accrued dividend waiver agreement (“Waiver Agreement”) which the CEO, the sole owner of shares of the Company’s Series D Preferred Stock, in which he waived his right to receive all accrued and unpaid dividends on the Series D Preferred Shares through and including September 30, 2025, in the aggregate amount of $539,444 (the “Accrued Dividends”).

to the Accrued Dividends.

During the year ended December 31, 2025, the Company issued the following Class D Convertible Stock:

●

Pursuant to the conversion agreement, the notes payable to shareholder including accrued interest in the amount of $3,375,000 was converted to 135,000 shares of Class D Preferred Stock. The conversion amount of Class D Preferred Stock was $3,375,000 or $25 per share at the date of conversion.

●

On March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Under this agreement, the Company also provided 10,000 preferred D shares. The Company recorded 10,000 preferred D shares at $250,000 or $25 per share which is deemed at fair value as the previous conversion rate for notes payable to shareholder was at $25 per share.

---

On

April 14, 2025, the Company entered into a Class D Convertible Preferred Stock agreement whereby the Company will issue 260,214 to related parties. These Class D Convertible Preferred Stock were issued on July 18, 2025.

| F-21 |

| --- |

The

Company recorded 260,214 preferred D shares at $6,505,350 or $25 per share which is deemed at fair value as the previous conversion rate for notes payable to shareholder was at $25 per share and recorded loss on settlement of debt in the amount of $6,505,350 for the year ended December 31, 2025.

In

July 2025, preferred D shares issuable of 260,214 were issued.

Conversionof Class C Convertible Stock to Common Shares

On July 14, 2025, the Class C Convertible shareholder converted 7,400 Class C Convertible stock to common shares in accordance with the conversion price and shares and was issued 740,000 (1 to 100 conversion with conversion price at $1.00). The fair value of the common share price was $1.85 at the date of conversion which resulted a loss on settlement of debt in the amount of $629,000 for the year ended December 31, 2025.

Conversionof Accrued Salaries to Common Stock Issuable

On

September 30, 2025, the Company entered into a settlement agreement with its employees by converting accrued salaries of $1,266,670 for the period from January 1, 2025 through June 30, 2025 into common shares at the price of $1.21pr share which resulted in common stock issuable of 1,046,836. The fair value of the common share price was $2.20 at the date of the settlement, which resulted total fair value of $2,303,039 and a loss on settlement of debt in the amount of $1,036,369 for the year ended December 31, 2025.

The Company issued the following common stock during 2025:

SCHEDULE OF STOCK BY CLASS

	Number of shares			Stock compensation expense		Gain (loss) on settlement debt
				Stock		Gain (loss)
	Number of			Compensation		On Settlement
	Shares			Expense		Debt
Common Stock Issued:
January 2025 – Accrued salaries conversion		1,340,598		$	-	$	(589,989	)
January 2025 – Board of directors for services – conversion from accrued compensation		1,945,000			-		(680,750	)
January 2025 – Compensation for board of directors		220,000			147,000		-
Various during 2025 – Compensation for consulting services		894,532			675,500		-
February 2025 – Stock options to employees		708,333			430,148		-
February 2025 – Restricted stock to employees		833,333			430,178
April 2025 – Stock issued from issuable		225,000			-		-
April 2025 – Conversion of vendor debt		739,002			-		-
May 2025 – Stock issued from issuable		133,332			-		-
July 2025 – Conversion of notes payable and accrued interest		520,000			-		-
July 2025 – Conversion of preferred C		740,000			-		(629,000	)
July 2025 – Compensation for services		100,000			399,000		-
Total common stock issued in 2025		8,399,130			2,081,826	$	(1,899,739	)
					-
Common Stock Issuable:
January 2025 – Conversion of loans payable to shareholder		225,000			-		-
April 2025 – Issued from issuable		(225,000	)		-		-
May 2025 – Issued from issuable from prior year		(133,332	)		-		-
June 2025 – Consulting services		44,448			20,070		-
September 2025 – Settlement of accrued salaries		1,046,836			-		(1,036,369	)
December 2025 – Employee stock compensation		250,000			550,000		-
December 2025 – Stock compensation for board <br>of directors		369,232			-		-
Various 2025 – Consulting services		791,866			1,308,625		-
Total notes payable to related parties (current)		2,369,050		$	1,878,695	$	(1,036,369	)
Preferred Stock C Issued:
March 2025 – Conversion of notes payable and accrued interest to shareholder		299,264			-		(26,016,679	)
March 2025 – Consulting services		25,000			1,037,500		-
March 2025 – Conversion of vendor payable		15,830			-		-
March 2025 – Compensation		5,000			500,000		-
July 2025 – Conversion to common stock		(7,400	)		-		-
Total Preferred Stock C Issued:		337,694			1,537,500	$	(26,016,679	)
Preferred Stock D Issued:
March 2025 – Conversion of notes payable and accrued interest to shareholder		145,000			-		-
April 2025 – Conversion of notes payable and accrued interest to shareholder		260,214			-		(6,505,350	)
Total Preferred Stock D Issued:		405,214			-	$	(6,505,350	)
Total Stock Compensation and Loss on Settlement of Debt				$	5,498,021	$	(35,458,137	)

| F-22 |

| --- |

Commonstock issued:

●	Issuances of Shares for Accrued Salaries Settlement – The Company issued 1,340,598 common stock shares to its employees for prior<br> year accrued wages of $536,251. The accrued amount of $536,251 was settled with issuance of 1,340,598 common shares. As a result,<br> the Company recorded a loss on debt settlement of $589,989 based on fair value during the year ended December 31, 2025.
●	Issuances of Shares for Accrued Board of Directors Compensation Settlement – The Company issued 1,945,000 common stock shares<br> to its Board of Directors for prior year services of which the Company had accrued $972,500 as accrued board compensation at December<br> 31, 2024. The accrued amount of $972,500 was settled with issuance of 1,945,000 common shares. As a result, the Company recorded<br> a loss on debt settlement of $680,750 based on fair value during the year ended December 31, 2025.
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●	Issuances of Shares for Board of Directors Compensation – The Company issued 220,000 common stock shares to its Board of Directors<br> for its services. The common stock share trading price was $1.00 per share at the time of issuance and the Company recognized $147,000<br> as stock compensation expense during the three months ended March 31, 2025 and none during the year ended December 31, 2025.
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●	Common Stock Issued for Services – In 2025, the Company issued 894,532 shares of common stock for services provided to the<br> Company. These shares were valued at fair value at the time of issuance and recorded stock compensation expense of $675,500 for the<br> year ended December 31, 2025.
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●	Common Stock Issued as Stock Options – In January 2025, the Company issued 708,333 shares of common stock as stock options<br> to its employees which vests immediately with no exercise price. These shares were valued at fair value at the time of issuance and<br> recorded stock compensation expense of $430,148, for the year ended December 31, 2025.
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●	Common Stock Issued as Restricted Stock – In January 2025, the Company issued 833,333 shares of common stock to its employees<br> which vests immediately with no exercise price. These shares were valued at fair value at the time of issuance and recorded stock<br> compensation expense of $430,178 for the year ended December 31, 2025.
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●	Common Stock Issued from Conversion of Vendor Debt – The Company issued 739,002 common stock shares to settle vendor debt<br> valued at $739,002 during the year ended December 31, 2025.
---	---
●	Common Stock Issued for Related Party Loan Payable – In July 2025, the Company issued 520,000<br> common shares for related party loan inducement with the fair value at $334,092. The amount of $187,299 relates to the shares that were issued with the debt and $146,793 relates to the relative<br>fair value of warrants granted with the debt.
---	---
●	Common Stock Issued from Conversion of Vendor Debt – The Company issued 739,002 common stock shares to settle vendor debt<br> valued at $739,002 during the year ended December 31, 2025.
●	Common Stock Issued from Conversion of Preferred Stock C – The Company issued 740,000 common stock shares through conversion<br> of Preferred Stock C which resulted in a loss in settlement of debt of $629,000 in 2025.
---	---
●	Common Stock Issued for Services – The Company issued 100,000 common stock shares to a consultant for services which resulted<br> in compensation expense of $399,000 in 2025.
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| F-23 |

| --- |

Commonstock issuable as of December 31, 2025:

●	Common Stock and Preferred D Shares Issuable from Additional Borrowings from Notes Payable to Shareholder ($500,000) – On<br> March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds<br> of which were to be used for working capital purposes. The loan has an interest rate of 12.5% per annum and is due within 6 months<br> from the date of the agreement. Furthermore, the Company is required to issue 10,000 preferred C shares (issued on April 10, 2025)<br> and 225,000 common stock shares (issued on April 10, 2025) under the agreement. These shares were calculated at fair value at the<br> date of issuance and the Company recorded interest expense of $427,750. The $500,000 was converted to preferred stock C during the year ended December 31, 2025.
●	Common Share Issuable of 44,448 valued at $20,070 – During the year ended December 31, 2025, the Company recorded<br> 44,448 as common share issuable valued at $20,070 for consulting services.
●	Shares Issuable for Accrued Salaries Settlement – The Company has common shar issuable of 1,046,836 to its employees for accrued<br> wages of $1,266,670. The accrued amount of $1,266,670 was settled with issuance of 1,046,836 common shares. As a result, the Company<br> recorded a loss on debt settlement of $1,036,369 based on fair value in 2025.
---	---
●	Shares Issuable for Employee Compensation – The Company had common share issuable of 250,000 to its employee which had fair<br> value of $313,000, resulting in compensation expense of 550,000 in 2025.
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●	Shares Issuable for Board of Directors Compensation – The Company had common share issuable of 369,232 to its Board of Directors<br> for current year services which was approximately $480,000 and accrued as accrued compensation as of December 31, 2025.
---	---
●	Shares Issuable for Consulting Services – The Company had common share issuable of 791,866 for consulting services which had<br> fair value of $588,029, resulting in compensation expense of $1,308,625 in 2025.
---	---
●	Shares Issued From Issuable – In<br> December 2024, the Company had common stock issuable of 133,332 shares of common stock for services provided to the Company. These<br> shares were valued at fair value at the time of issuance and recorded stock compensation expense of $83,555 for the year ended December<br> 31, 2024. These shares were issued in 2025.

CommonStock Issued and Issuable - 2024

●	Common Stock Issued for Services – In December 2024, the Company issued approximately 300,000 shares of common stock for services<br> provided to the Company. These shares were valued at fair value at the time of issuance and recorded stock compensation expense of<br> $85,000, for the year ended December 31, 2024.
●	Common Stock Issuable for Services – In December 2024, the Company had common stock issuable of 133,332 shares of common stock<br> for services provided to the Company. These shares were valued at fair value at the time of issuance and recorded stock compensation<br> expense of $83,555 for the year ended December 31, 2024.
---	---
●	Vendor Debt Conversion to Common Stock – In December 2024, the Company had vendor payable in the amount of $788,801 that was<br> converted to common stock and issued 788,883 shares of common stock. As a result of the conversion, the Company recorded as gain<br> of $157,775 which was recorded as a gain in debt settlement in other income in the statements of operations and off-set against additional<br> paid-in capital netting to $631,106.
●	Salaries Conversion to Common Stock – In December 2024, the Company had accrued compensation in the amount of $3,202,464 that was<br> converted to common stock and issued 3,202,464 shares of common stock.

NOTE

13 – EQUITY BASED PAYMENTS

| F-24 |

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StockIncentive Plans

The Company has the following stock incentive plans:

●	Stock Option Plan

Effective

January 15, 2020, the Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). A total of 2,222 shares of the Company’s common stock were reserved for the 2020 Stock Incentive Plan. As of March 31, 2025 and December 31, 2024, there were no grants made under the 2020 Stock Incentive Plan. On May 4, 2023, the Company terminated the 2020 Stock Incentive Plan.

Effective

August 9, 2022, the Company adopted its 2022 Incentive and Non-statutory Stock Option Plan (the “2022 Stock Option Plan”). Under the 2022 Stock Option Plan, the Board of Directors may grant options to purchase common stock to officers, employees, and other persons who provide services to the Company. A total of 833,333 shares of the Company’s common stock is reserved for the 2022 Stock Option Plan.

The Company granted and issued the following stock options during the year ended December 31, 2025:

○

The Company granted and issued 708,333 shares of common stock under the 2022 Stock Option Plan to its employees during the year ended December 31, 2025. Under the stock option grant, these shares were fully vested at the time of issuance with no exercise price. The common stock share trading price was $0.52 per share at the time of issuances and the Company recognized $365,641 as stock compensation expense during the year ended December 31, 2025.

The Company did not have any stock options outstanding as of December 31, 2025 as the previously issued stock options were immediately vested, exercised, and issued.

●	Restricted Stock Plan

Effective

August 9, 2022, the Company adopted its 2022 Restricted Stock Plan (the “2022 Restricted Stock Plan”). Under the 2022 Restricted Stock Plan, the Board of Directors may grant restricted stock to officers, directors, and key employees. A total of 833,333 shares of common stock is reserved for the 2022 Restricted Stock Plan.

The Company granted and issued the following restricted stock during the year ended December 31, 2025:

○

The Company granted and issued 833,333 shares of common stock under the 2022 Restricted Stock Plan to its employees during the year ended December 31, 2025. Under the plan, these shares were fully vested at the time of issuance with no exercise price. The common stock share trading price was $0.52 per share at the time of issuances and the Company recognized $430,166 as stock compensation expense during the year ended December 31, 2025.

The Company did not have any restricted stock options outstanding as of December 31, 2025 as the previously issued stock options were immediately vested, exercised, and issued.

●	Stock Compensation - Others

At time to time, the Company issues common stock to its Board of Directors, outside service providers or consultants.

NOTE

14 – RELATED PARTY TRANSACTIONS

The Company had the following related party transactions:

●	Royalty<br> Payables – Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”),<br> DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,” and collectively<br> with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50%<br> owned by a shareholder of the Company. On December 1, 2021, the Company entered into manufacturing<br> and distributorship license agreements (each, a “License Agreement”) with each<br> of the Licensors to distribute each of the Licensors’ respective products and for payments<br> to such Licensor for its product designs and distribution rights. Pursuant to the License<br> Agreements, and each of them, the Company agreed to pay to such Licensors royalty payments<br> equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.<br> On October 1, 2023, the Company terminated each of the License Agreements; however, the Company<br> maintained its license for NZT-48 with LPI. As of December 31, 2025 and December 31, 2024,<br> the royalty payable was $0 and $220,535, respectively.
●	Notes<br> Payable to Shareholder – The Company had various notes payable with its shareholder<br> who is the Chief Executive Officer of the Company. As of December 31, 2025 and 2024, the<br> Company had $0 and $5,144,460 outstanding. The amount outstanding at December 31, 2024 was<br> converted to preferred C and D shares during the year ended December 31, 2025.
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●	Notes<br> Payable to Related Parties – The Company entered into various notes payable with shareholders<br> of the Company. As of December 31, 2025 and 2024, the Company had $164,092 and $436,747 outstanding,<br> respectively. The amount outstanding at December 31, 2024 was converted to preferred C shares<br> during the year ended December 31, 2025.
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| F-25 |

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NOTE

15 – INCOME TAX PROVISION

Total income tax (benefit) expense consists of the following:

SCHEDULE OF INCOME TAX PROVISION (BENEFIT)

Years ended December 31,	2025		2024
Current provision (benefits):
Federal	$	-	$	-
State		-		915
Total current provision (benefits):	$	-	$	915
Deferred provision (benefits):
Federal	$	-	$	-
State		-		-
Total deferred provision (benefits)	$	-	$	-
Total tax provision (benefits)	$	-	$	915

A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows:

SCHEDULE

OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE AND EFFECTIVE INCOME TAX RATE

Years ended December 31,
Effective tax rates:
Statutory federal rate	21.00	%	21.00	%
State income taxes	8.84	%	8.84	%
Permanent differences for tax purposes and others	-	%	-	%
Change in valuation allowance	(29.84	)%	(29.84	)%
Effective tax rate	-	%	-	%

The

income tax benefit differs from the amount computed by applying the U.S. federal statutory tax rate of 21% and California state income taxes of 8.84% due to the change in the valuation allowance.

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Years ended December 31,	2025			2024
Deferred tax assets:
Net operating loss	$	9,491,000		$	8,153,000
Other temporary differences		-			-
Total deferred tax assets (liabilities)		9,491,000		$	8,153,000
Less – valuation allowance		(9,491,000	)		(8,153,000	)
Total deferred tax assets, net of valuation allowance	$	-		$	-

Deferred income taxes reflect the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax assets and liabilities are as follows:

As

of December 31, 2025 and 2024, the Company had available net operating loss carryovers of approximately $31.8 million and $27.3 million, respectively. Per the Tax Cuts and Jobs Act (TCJA) implemented in 2018, the two-year carryback provision was removed and now allows for an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year’s net income. As a result, net operating loss may be applied against future taxable income and expires at various dates subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.

The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to income tax examinations by federal tax authorities for tax year ended 2018 and later and subject to California authorities for tax year ended 2018 and later. The Company currently is not under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As December 31, 2025 and December 31, 2024, the Company has no accrued interest or penalties related to uncertain tax positions.

| F-26 |

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NOTE

16 – COMMITMENTS AND CONTINGENCIES

Commitments

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The Company’s variable lease payments primarily consist of maintenance and other operating expenses from their real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company does not have any long-term leases and leases are on a month-to-month basis as of December 31, 2025 and 2024. Total rent expense was $nil and $69,389 for the years ended December 31, 2025 and 2024, respectively.

Contingencies

The following is a summary of our current outstanding litigation:

●	Mentom Eyewear Inc. –A legal action was filed in the Los Angeles Superior Court<br> against Limitless X Holdings Inc., four of its officers, and an unrelated company, alleging<br> the breach of an Implied In-Fact Agreement and other causes of action related to it. We argued<br> that there was no such agreement and demanded a dismissal of the action. The case was dismissed<br> with an entry of dismissal filed by Mentom Eyewear Inc. on May 28, 2024.
●	Harpo Inc.– A legal action was filed in the Central District of California against<br> Limitless X Inc. and two of its officers along with Emblaze One, Inc., alleging trademark<br> infringement and dilution, unfair competition, false advertising, and violation of the right<br> of publicity, all based on allegations that one of our advertisements contained the unauthorized<br> use of a celebrity’s name and intellectual property, Harpo Inc. and OW Licensing Company<br> LLC v. Emblaze One, Inc., et al., Case Number 2:23-cv-04459 VAP (ASx). As of November 21,<br> 2025, the parties entered into a confidential settlement agreement in the amount of $275,000.<br> The amount of $68,500 was paid in 2025. The Company accrued $206,250 as of December 31, 2025<br> and recorded $275,000 as a loss on settlement for the year ended December 31, 2025.
●	Stubbs Alderton LLP – A legal action was filed in the Superior Courts of California, County<br> of Los Angeles, case #24STLC06079 against the company for unpaid legal fees. This matter<br> resulted in a judgement for $40,000. The amount is recorded as accounts payable as of December<br> 31, 2025 and professional fees for the year ended December 31, 2025.
●	Lace Marketing LLC- A new case was filed and just served on us in early April 2025.<br> The case is titled Lace Marketing LLC dba Leisurepay v. Limitless X Holdings Inc, et al, (with 9 other unrelated parties named as defendants), Case number 2024L014194<br> in Circuit Court of Cook County, Illinois. This matter was dismissed in January 2025.
●	FKBR LLP – A legal action for fee arbitration was filed with the Orange County Bar Association<br> in Orange County California , MFA case number #JN-025-7058 against the company for unpaid<br> legal fees. This matter has been fully resolved by a confidential settlement agreement, for<br> payment of the amount originally due of $65,111, and will be dismissed upon final payment<br> on or about May 4, 2026. The amount owed has been originally recorded as accounts payable<br> and expensed as professional fees as of and for the year ended December 31, 2025, therefore,<br> no loss on settlement is required to be recorded as of December 31, 2025.
●	Reid Granados – A case was filed in the Superior Courts of Los Angeles, CA. The company<br> has not yet been formally served on this case. Mr. Granados was employed by a different,<br> private company, owned by the CEO, Jas Mathur. The company was not his employer, and the<br> company will defend the case on that basis, as his claims stem from employment and labor<br> allegations only. The company believes it will be dismissed from this case, as such no liability<br> has been recorded for this litigation because the Company believes that any such liability<br> is not reasonably estimable at this time.
●	Blaker<br> – On October 29, 2024 claimant through counsel sent the company a “demand letter”<br> asserting that the company violated Californias Invasion of Privacy Act (“CIPA”)<br> in connection with the companies use of third-party “trap and trace” software<br> on its website. The Plaintiff and the company entered into a settlement agreement on March<br> 5, 2025 for the sum of $11,000. This settlement has not been paid. The amount is immaterial.
●	Argyle Payments LLC- A case was filed on December 31, 2024 in the Orange County Superior Court,<br> Orange County California, case # 30-2024-01397998. This matter was settled in the amount<br> of $200,000 and is pending dismissal upon payment of settlement amounts. Other defendants<br> named in the matter were responsible for payment of the settlement. The company had no involvement<br> in the underlying alleged facts and will be dismissed. The amount settled $200,000 was accrued<br> as of December 31, 2025 and recorded as loss on settlement for the year ended December 31,<br> 2025.
●	Litefund Solutions LLC- A case was filed in the Supreme Court in the State of New York, County<br> of Monroe, case # E2024019867, on August 22, 2025. The court entered a judgment in the amount<br> of $161,705. The amount of $161,705 was accrued as of December 31, 2025 and recorded as loss<br> on settlement for the year ended December 31, 2025.

NOTE

17 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after December 31, 2025. During this period, the Company did not have any material recognizable subsequent events required to be disclosed other than the following:

●	February<br> 5, 2026 – The Company had 1,046,836 shares issuable as of December 31, 2025 related<br> to accrued salaries settlement of which these shares were issued on February 5, 2026.
●	February<br> 5, 2026 – The Company had 250,000 shares issuable as of December 31, 2025 related to<br> executive compensation of which these shares were issued on February 5, 2026.
●	February<br> 10, 2026 – The Company had 34,649 shares issuable as of December 31, 2025 related to<br> consulting services of which these shares were issued on February 10, 2026.
●	January<br> 22, 2026 – The Company had 181,661 shares issuable as of December 31, 2025 related<br> to consulting services of which these shares were issued on January 22, 2026.
●	January 1, 2026- On January 1, 2026, the Company purchased 80% interest of Limitless Films, Inc. from EM1 Capital<br>LLC for $1.00. Limitless Film, Inc. was formed in December 2024. The Company previously held 20% of Limitless Film, Inc. and Limitless<br>Film, Inc. had very limited activities in 2025 or since formation.
●	January 1, 2026 – On January 1, 2026, the Company purchased 80% of the interest of Limitless Entertainment<br>Group, Inc. from EM1 Capital LLC for a $1.00. The Company previously held 20% of Limitless Entertainment Group, Inc. and Limitless Entertainment<br>Group, Inc. had very limited activities in 2025 or since formation.

| F-27 |

| --- |

Exhibit 10.34

SECOND ADDENDUM TO BRIDGE LOAN AGREEMENT

This Second Addendum (“Addendum”) is made and entered into as of September 15, 2025, by and among Gentleman Thief LLC, a limited liability company (“Borrower”), Limitless Films, Inc., a corporation (“Lender”), and Randall Emmett, acting solely in his capacity as Personal Guarantor of the Borrower, and shall modify and supplement that certain Bridge Loan Agreement dated January 24, 2025 (the “Loan Agreement”).

WHEREAS, pursuant to the Loan Agreement, Lender provided Borrower a loan in the principal amount of $1,000,000 (the “Loan”) with a maturity date of April 24, 2025;

WHEREAS, Lender previously granted Borrower a 30-day extension beyond the original maturity date, and subsequently a secondary extension, to accommodate delays in repayment, extending the Maturity Date of the Loan Agreement to September 15, 2025;

WHEREAS, Borrower and Guarantor have requested an additional extension due to delays in the release of the film (as identified in the Loan Agreement) and the beginning of the development of a new film;

WHEREAS, Borrower and Guarantor have also requested to modify the Loan Agreement to roll over a portion of the Loan as a loan into the pre-development of a new film; and

WHEREAS, Lender is willing to grant such extension conditioned upon the inclusion of Lender in the new film and adherence to a revised repayment schedule as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Loan Agreement, the parties agree as follows:

1. EXTENSION OF MATURITYDATE AND AMENDED BALANCE. The Loan Agreement is hereby modified to reflect a total loan of $600,000, of which $300,000 has been paid as of September 11, 2025, and a balance of $300,000 shall be paid by the new Maturity Date of November 15, 2025. The remaining amount of $400,000 on the original Loan will be rolled over into a new project (the “Rollover Portion”), with a new loan document to be drafted upon good faith negotiation, agreed to and executed by the Parties (the “New Loan Document”), which will reflect that Lender has provided, and Borrower accepted and has possession of, the Rollover Portion; provided, that if the parties, after good faith negotiation, are unable to agree upon the terms of the New Loan Document, the total loan under the Loan Agreement shall revert to $1,000,000, with the outstanding balance equal to $700,000 less any payments made by Borrower or Guarantor from the date hereof, which balance shall be due and payable on November 15, 2025.

2. NO OTHER MODIFICATIONS. Except as modified herein, all terms and conditions of the Loan Agreement, and the first Addendum thereto, including the Personal Guaranty executed by Randall Emmett, remain in full force and effect.

3. COUNTERPARTS. This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Executed copies exchanged by PDF or electronic transmission shall be deemed binding and enforceable.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first written above.

LIMITLESS FILMS INC.
/s/ JASPREET MATHUR
JASPREET MATHUR, CEO
GENTLEMEN THIEF LLC
/s/ RANDALL EMMETT
RANDALL EMMETT, CHAIRMAN
GUARANTOR
/s/ RANDALL EMMETT
RANDALL EMMETT

Exhibit31.1

Certificationof Principal Executive Officer

Pursuantto Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended

AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act

I, Jaspreet Mathur, certify that:

1.	I<br> have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Limitless X Holdings Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
---	---
	By:	/s/ Jaspreet Mathur
---	---	---
		Jaspreet<br> Mathur
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)
Date:<br> April 15, 2026

Exhibit31.2

Certificationof Chief Financial Officer

Pursuantto Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended

AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act

I, Benjamin Chung, certify that:

1.	I<br> have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 of Limitless X Holdings Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed<br> such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
	By:	/s/ Benjamin Chung
---	---	---
		Benjamin<br> Chung
		Chief<br> Financial Officer
		(Principal<br> Financial Officer and Principal Accounting Officer)
Date:<br> April 15, 2026

Exhibit32.1

Certificationof Principal Executive Officer Pursuant to

18U.S.C. Section 1350 As Adopted Pursuant to

Section906 of the Sarbanes-Oxley Act

In connection with the Annual Report of Limitless X Holdings Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jaspreet Mathur, in the capacity and on the date indicated below, certify that, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
---	---
By:	/s/ Jaspreet Mathur
---	---
Name:	Jaspreet<br> Mathur
Title:	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

Date: April 15, 2026

Exhibit32.2

Certificationof Principal Financial and Accounting Officer Pursuant to

18U.S.C. Section 1350 As Adopted Pursuant to

Section906 of the Sarbanes-Oxley Act

In connection with the Annual Report of Limitless X Holdings Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Chung, in the capacity and on the date indicated below, certify that, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
By:	/s/ Benjamin Chung
---	---
	Benjamin<br> Chung
	Chief<br> Financial Officer
	(Principal<br> Financial Officer and Principal Accounting Officer)

Date: April 15, 2026