8-K
Limitless X Holdings Inc. (LIMX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 1, 2022
Date of Report (Date of earliest event reported)
Bio Lab Naturals, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 333-239640 | 81-1034163 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
9454 Wilshire Blvd. #300 , Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area
code: 855-413-7030
7400 E. Crestline Circle, Suite 130, GreenwoodVillage, CO 80111
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging 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. ☐
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSAND INFORMATION
This Current Report on Form 8-K (this “Report”), the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission (“SEC”), and public announcements that we have previously made or may subsequently make, contain projections, expectations, beliefs, plans, objectives, assumptions, descriptions of future events or performances and other similar statements that constitute “forward looking statements” involve risks and uncertainties, many of which are beyond our control. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. All statements, other than statements of historical facts, included in this Report regarding our expectations, objectives, assumptions, strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management are forward-looking statements. All forward-looking statements speak only as to June 1, 2022 and June 6, 2022.
Forward-looking statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to this cautionary statement and the factors discussed throughout this Report. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this Report are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.
Item 2.03 Creation of a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 1, 2022, Bio Lab Naturals, Inc., a Delaware corporation (“we” or the “Company”) received interim funding from Jaspreet Mathur, Chairman and CEO of the Company, in the amount of $500,000. This funding is being treated as an advance with final terms of repayment still to be formalized. With the addition of this $500,000 advance, the total amount Mr. Mathur has provided the Company is $2,800,000, with dates and amounts as follows. May 18, 2022 $450,000, 8.5% interest, May 16, 2022 $1,100,000, 6% interest, May 8, 2022 550,000, 6% interest, February 11, 2022 $150,000, 6% interest and December 6, 2021 $50,000 6% interest. To date no payments have been made to Mr. Mathur. Additionally, Mr. Mathur has also paid directly and additional $2,300,000 for marketing and various corporate expenses, bringing the aggregate total of funds provided by Mr. Mathur to $5,100,000. All amounts have been duly recorded in the books of the Company.
Item 8.01 Other Events.
On June 6, 2022, by unanimous consent of the Board of Directors and major shareholders of the corporation, have voted in favor to change the Company’s corporate name from Bio Lab Naturals, Inc. to Limitless X Holdings Inc.
A copy of the director’s resolution and shareholders’ resolution are attached hereto as Exhibits 99.1 and 99.2.
1
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Director’s Consent Resolution |
| 99.2 | Shareholders Consent Resolution |
| 104 | Cover Page Interactive Data File (formatted as an Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BIO LAB NATURALS, INC.<br><br> <br>**** | ||
|---|---|---|
| Dated: June 8, 2022 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| Chief Executive Officer |
3
Exhibit 99.1
ACTION BY WRITTEN CONSENT OF DIRECTORS
(Section 222, Delaware General Corporation Law)
OF
Bio Lab Naturals Inc.
A Delaware Corporation
The undersigned, being all directors (the “Directors”) of Bio Lab Naturals Inc., a Delaware Corporation, (the "Company"), pursuant to the Bylaws of the Company and Delaware General Corporation Law, hereby consents in writing to the following actions of the Company as of June 6, 2022, by their signature(s) below or on a counterpart hereof, effective as of the date hereof, a copy of which shall be filed with the minutes of the Company:
| A. | The Company wishes to adopt and approve the actions (the “Actions”) set forth fully herein<br>as it deems the Actions to be in the best interests of the Company on a going-forward basis. |
|---|---|
| B. | The Company’s Director(s) have received and reviewed, concurrently herewith, consent to take the<br>Actions from holders of at least 67% of the Company's Common Stock issued and outstanding. |
| --- | --- |
| C. | This Resolution of the Company’s Board of Directors shall become effective immediately. |
| --- | --- |
IT IS RESOLVED THAT:
1. NAME CHANGE
RESOLVED, that theCompany is authorized to implement a Name Change of the Company’s corporate name from Bio Lab Naturals Inc. to Limitless X HoldingsInc.
RESOLVED FURTHER,that the Company is authorized to execute and file with the Secretary of State of Delaware the Certificate of Amendment, pursuant to sections222 and 242 of Delaware General Corporation Law, to give effect to the change in the Company’s corporate name.
RESOLVED FURTHER,that the Secretary of the Company is hereby instructed to forward a copy of this resolution notifying the Company’s Transfer Agentof the Name Change.
OMNIBUS RESOLUTION.
RESOLVED, that theproper officers of the Company be, and each of them hereby is, authorized, empowered and directed in the name and on behalf of the Company,to take any and all actions reasonably necessary or appropriate to carry out the intent of the above resolutions, including the executionof documents, issuance of share certificates, warrants, debentures and making any filings with federal and state securities authoritiesas they deem necessary or appropriate, and that any and all actions taken by the officers in connection therewith are hereby ratified,confirmed, and approved.
(SIGNATURES ON FOLLOWINGPAGE)
| Certification |
|---|
I hereby certifythat the foregoing is a true and correct copy of a resolution duly passed by the written consent of all of the Directors of Bio Lab NaturalsInc. and that the said resolution is now in full force and effect.
Dated: June 6, 2022
| /s/Jaspreet Mathur |
|---|
| Jaspreet Mathur, Director |
| /s/Kenneth Haller |
| Kenneth Haller, Director |
| /s/Bharat Raj Mathur |
| Bharat Raj Mathur, Director |
| /s/Amanda Saccomanno |
| Amanda Saccomanno, Director |
| /s/Dov Konetz |
| Dov Konetz, Director |
ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
(Section 222, Delaware General Corporation Law)
OF
BIO LAB NATURALS INC.
A Delaware Corporation
The undersigned shareholders holding and possessing a majority of the issued and outstanding shares of Common Stock of Bio Lab Naturals Inc., a Delaware Corporation (the “Company”), by their signature(s) below or on a counterpart hereof, hereby adopt the following resolutions, by written consent, effective as of the date hereof, which shall have the same force and effect as if adopted at a meeting duly-convened of the Company.
| WHEREAS: | |
|---|---|
| D. | The Company’s Shareholders wish to adopt and approve the actions (the “Actions”) set<br>forth fully herein as it deems the Actions to be in the best interests of the Company on a going-forward basis. |
| --- | --- |
| E. | This Resolution authorizes the Company’s Board of Directors to take the following Actions which<br>shall become effective immediately. |
| --- | --- |
IT IS RESOLVED THAT:
NAME CHANGE
RESOLVED, that theCompany is authorized to implement a Name Change of the Company’s corporate name from Bio Lab Naturals Inc. to Limitless X HoldingsInc.
RESOLVED FURTHER,that the Company is authorized to execute and file with the Secretary of State of Delaware the Certificate of Amendment, pursuant to sections222 and 242 of Delaware General Corporation Law, to give effect to the change in the Company’s corporate name.
RESOLVED FURTHER,that the Secretary of the Company is hereby instructed to forward a copy of this resolution notifying the Company’s Transfer Agentof the name change.
| Certification |
|---|
I hereby certify that the foregoing isa true and correct copy of a resolution duly passed by the written consent of the Shareholders of Bio Lab Naturals Inc. and that the saidresolution is now in full force and effect.
/s/Jaspreet Mathur
Date June 6, 2022 Jaspreet Mathur a 67%Share holder
Exhibit 99.2
ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
(Section 222, Delaware General Corporation Law)
OF
BIO LAB NATURALS INC.
A Delaware Corporation
The undersigned shareholders holding and possessing a majority of the issued and outstanding shares of Common Stock of Bio Lab Naturals Inc., a Delaware Corporation (the “Company”), by their signature(s) below or on a counterpart hereof, hereby adopt the following resolutions, by written consent, effective as of the date hereof, which shall have the same force and effect as if adopted at a meeting duly-convened of the Company.
| WHEREAS: | |
|---|---|
| A. | The Company’s Shareholders wish to adopt and approve the actions (the “Actions”) set<br>forth fully herein as it deems the Actions to be in the best interests of the Company on a going-forward basis. |
| --- | --- |
| B. | This Resolution authorizes the Company’s Board of Directors to take the following Actions which<br>shall become effective immediately. |
| --- | --- |
IT IS RESOLVED THAT:
NAME CHANGE
RESOLVED, that theCompany is authorized to implement a Name Change of the Company’s corporate name from Bio Lab Naturals Inc. to Limitless X HoldingsInc.
RESOLVED FURTHER,that the Company is authorized to execute and file with the Secretary of State of Delaware the Certificate of Amendment, pursuant to sections222 and 242 of Delaware General Corporation Law, to give effect to the change in the Company’s corporate name.
RESOLVED FURTHER,that the Secretary of the Company is hereby instructed to forward a copy of this resolution notifying the Company’s Transfer Agentof the name change.
| Certification |
|---|
I hereby certify that the foregoing isa true and correct copy of a resolution duly passed by the written consent of the Shareholders of Bio Lab Naturals Inc. and that the saidresolution is now in full force and effect.
| /s/Jaspreet Mathur | |
|---|---|
| Date June 6, 2022 | Jaspreet Mathur a 67% Share holder |