Limitless X Holdings Inc 10-Q for FY2025 Q3
Limitless X Holdings Inc. (LIMX)
About this 10-Q
Limitless X Holdings Inc filed this 10-Q on November 19, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $247.87K
- down 59.2% from $607.16K a year earlier
- Net loss
- $3.07M
- compared with a net loss of $726.59K a year earlier
- Diluted EPS
- $0.47
- compared with -$0.17 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to ___________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (IRS Employer ID Number) |
(Address of Principal Executive Offices)
(Registrant’s Telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
| ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for 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).
| ☒ | 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 accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 17, 2025, there were shares of the registrant’s common stock, $ par value, issued and outstanding.
TABLE OF CONTENTS
| i |
LIMITLESS X HOLDINGS INC.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
LIMITLESS X HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | ||||||||
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivables, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Non-Current Assets: | ||||||||
| Property and equipment, net | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued interest | ||||||||
| Royalty payable | ||||||||
| Refunds and chargeback payable | ||||||||
| Note payable | ||||||||
| Notes payable to shareholder | ||||||||
| Notes payable to related parties | ||||||||
| Loans payable, net of unamortized debt discount of $ | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Preferred Stock B - $ par value; authorized shares; shares issued and outstanding, respectively | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred Stock A - $ par value; authorized shares; shares issued and outstanding | ||||||||
| Preferred Stock C - $ par value; authorized shares; shares issued and outstanding | ||||||||
| Preferred Stock D - $ par value; authorized shares; shares issued and outstanding and none, respectively | ||||||||
| Preferred Stock value | ||||||||
| Common Stock- $ par value; authorized shares; shares and shares issued and outstanding, respectively | ||||||||
| Common stock issuable, shares and , respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Revenue | ||||||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Total net revenue | ||||||||||||||||
| Cost of Revenue | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Total cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Salaries and compensation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ( | ) | ||||||||||||||
| Gain (Loss) on debt settlement | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income tax provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax provision | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Dividends accrued during the period | ||||||||||||||||
| Dividends forgiven during the period | ( | ) | ( | ) | ||||||||||||
| Deemed dividends during the period related to extinguishment of related party preferred stock C from mezzanine to equity | ( | ) | ( | ) | ||||||||||||
| Net income (loss) allocable to common shareholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Earnings (Loss) Per Share: | ||||||||||||||||
| Net income (loss) per common share - basic | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) per common share - diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of common shares - basic | ||||||||||||||||
| Weighted average number of common shares - diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Capital | deficit | Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred
Stock B | Preferred
Stock C | Preferred
Stock A | Preferred
Stock C | Preferred
Stock D | Preferred
Stock D Issuable | Common Stock | Common
Stock Issuable | Additional
Paid-In | Additional
Paid-In | Accumulated | Total
Stockholder’s | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Capital | deficit | Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Salaries conversion to common stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock to board of directors for services - conversion from accrued compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock to board of directors for services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consulting services - issuance of common stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock grants | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of stock options | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest to shareholder to preferred stock C | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest to shareholder to preferred stock C | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest to related parties to preferred stock C | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock C for services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of vendor accounts payable to preferred stock C | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of preferred stock C for compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable accrued interest to shareholder to preferred stock D | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest to shareholder to preferred stock D | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuable for borrowings from shareholder | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common stock for conversion of vendor debt | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on the settlement of accrued compensation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on settlement of directors compensation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consulting services - issuance of common stock from issuable | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consulting services - issuance of common stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issuable for consulting services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from issuable | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock D Issuable | - | - | - | - | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of preferred stock C from mezzanine to equity due to change in terms | - | ( | ) | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividends | - | - | - | - | ( | ) | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of royalty payables - related party | - | - | - | - | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest to shareholder to common shares | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock C to common stock | - | ( | ) | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of accounts payable to common stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends - amendment to forgivess dividends | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of royalty payables - related party | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuable on settlement of accrued salaries | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of preferred stock C from mezzanine to equity due to change in terms | - | ( | ) | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividends | - | - | - | - | ( | ) | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shares issued from notes payable to shareholder | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock C to common stock | - | ( | ) | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of accounts payable to common stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of preferred stock D from preferred stock D issuable | - | - | - | - | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends - amendment to forgivess dividends | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of royalty payables - related party | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issuable on settlement of accrued salaries | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Interest | Capital | deficit | Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock B | Preferred Stock C | Preferred Stock A | Preferred Stock C | Preferred Stock D | | Preferred
Stock D Issuable | Common Stock | Common Stock Issuable | Non- controlling | Additional Paid-In | Accumulated | Total Stockholder’s | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Interest | Capital | deficit | Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 (as restated) | $ | $ | - | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred Stock B to common stock | ( | ) | ( | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of accrued wages to common stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | - | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 (restated) | $ | $ | - | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | $ | - | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred Stock B to common stock | ( | ) | ( | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of accrued wages to common stock | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | - | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | $ | - | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
LIMITLESS X HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Gain (Loss) on debt settlement | ||||||||
| Stock compensation expense by issuance of Preferred C | ||||||||
| Stock compensation expense - Issuances of common stock to board of directors for services | ||||||||
| Stock compensation expense - issuance of common stock for consulting services | ||||||||
| Stock compensation – consulting services – common stock issuable | ||||||||
| Stock compensation - restricted stock grants | ||||||||
| Stock compensation - stock option expense | ||||||||
| Amortization of debt discount | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivables, net | ||||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Other assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Royalty payable | ||||||||
| Refunds and chargeback payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Loan provided under loan receivable | ||||||||
| Net cash provided by financing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from borrowings from related parties | ||||||||
| Proceeds from borrowings from stockholder | ||||||||
| Net borrowings from loans payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase(decrease) in cash | ( | ) | ( | ) | ||||
| Cash – beginning of period | ||||||||
| Cash – end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the periods for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of related party debt to preferred stock C – related party | $ | $ | ||||||
| Shares issued from stock payable | $ | $ | ||||||
| Conversion of related party debt to preferred stock D – related party | $ | $ | ||||||
| Series C preferred stock issued for settlement of vendor payable | $ | $ | ||||||
| Deemed dividend on preferred stock C – related party | $ | |||||||
| Conversion of preferred stock C to common stock | $ | |||||||
| Common shares issued for settlement of vendor payable | $ | $ | ||||||
| Conversion of accrued wages to common stock | $ | |||||||
| Conversion of board compensation to common stock | $ | $ | ||||||
| Series D Preferred Shares issued for debt inducement – related party | $ | $ | ||||||
| Common Shares issued for debt inducement – related party | $ | |||||||
| Common shares issuable for conversion of accrued salaries | $ | $ | ||||||
| Gain on forgiveness of royalty payable-related party | $ | $ | ||||||
| Gain on forgiveness of dividends payable-related party | $ | $ | ||||||
| Dividends payable - related party | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
LIMITLESS X HOLDINGS INC.
NOTES TO UNAUDITED CONDENSED 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 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 shares of common stock to the LimitlessX shareholders pro rata to their interests approximately nine 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, shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to % 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
The accompanying unaudited interim consolidated financial statements as of and for the three and nine months ended September 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany balances and transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for any future periods or the year ending December 31, 2025. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 9, 2025.
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Going Concern
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 approximately $
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.
Principles of 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.
Use of 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.
Segment Reporting
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 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 limited transactions during the nine months ended September 30, 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.
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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.
Cash and 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”).
Concentration of Credit Risk
The Company offers its products and services to a large number of customers. The risk of non-payment by these customers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its customers.
Accounts Receivable, net
Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products 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.
Holdback Receivables
The Company primarily sells its products online using various third-party sales affiliates. These affiliates (online marketing campaign companies) are paid certain commission based on their ability to provide the Company’s products through online sales. All payments are processed through various gateways and are settled through the Company’s payment gateway settler. The Company payment gateway settler is not responsible for settlements that are not paid due to processing bank failure. The Company holds responsibility for all the risk in all transactions and processing systems. The payment gateway settler charges a reserve fee to mitigate the risk on their end for any loss of funds or damages.
Distributions of the holdback receivables from the third-party payment gateway settler are based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount, and so on. In order to mitigate processing risks, there are policies regarding reserve requirements and payment in arrears in place.
The
total holdback receivables balance reflects the
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.
Advertising and Marketing
Advertising
and marketing costs are charged to expense as incurred. Advertising and marketing costs were $
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Revenue Recognition
| ● | Product Sales | |
| The Company recognizes revenue when performance obligations under the terms of a contract with a 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. 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. | ||
| 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. | ||
| 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 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. | ||
| 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. | ||
| ● | Service Revenue | |
| Service
revenue consists of digital marketing revenue. Revenue related to digital marketing is recognized over time as services are provided
to the customer. The Company sells digital marketing, digital and print design, social media marketing, and direct-to-consumer marketing
and thus uses standalone selling prices as the basis for revenue. Payment for digital marketing services is typically received at
the point when control transfers to the customer or in accordance with payment terms customary to the business. There was |
Cost of Sales
Cost of sales includes the cost of inventory sold during the period, as well as 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.
Refunds Payable
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
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Chargebacks Payable
Once customers successfully dispute chargebacks with the payment processor, the Company returns such funds to the payment processor to return to the customer.
Income Taxes
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 upon 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
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 nine months ended September 30, 2025, the Company granted and shares of its common stock to its employes under the 2020 Stock Option, and 2022 Restricted Stock Plan.
General Concentrations 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 inventories from a few suppliers, and the Company’s one largest supplier accounted for
The
Company purchases inventories from a few suppliers, and the Company’s one largest supplier accounted for
Operating Lease
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 arrangements 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 month-to-month lease as of September 30, 2025.
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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 1. | Observable inputs such as quoted prices in active markets; | |
| Level 2. | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
| Level 3. | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
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.
Basic net earnings per share of common stock are computed by dividing net earnings available to common shareholders by the weighted-average number of common stock shares (Common Shares) outstanding during the period. Diluted net earnings per Common Share are determined using the weighted-average number of Common Shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of outstanding convertible securities is reflected in diluted earnings per share by application of the if-converted method.
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Basic earnings (loss) per common share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net income (loss) available to common shareholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic earnings (loss) per common share | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Diluted earnings (loss) per common share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net income (loss) available to common shareholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Preferred B shares | ||||||||||||||||
| Preferred C shares | ||||||||||||||||
| Adjusted weighted average common shares outstanding | ||||||||||||||||
| Diluted earnings (loss) per common share | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Recent Accounting 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, 2024. 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.
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NOTE 3 – ROYALTY PAYABLES
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
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 $
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 $
As
of September 30, 2025 and December 31, 2024, royalty payables were $ and $
NOTE 4 – NOTE PAYABLE
On
March 1, 2021, an individual loaned Prime Time Live, Inc. $
SCHEDULE OF NOTES PAYABLE TO SHAREHOLDER
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| December 6, 2021 ($) | $ | $ | ||||||
| February 11, 2022 ($) | ||||||||
| May 8, 2022 ($) | ||||||||
| May 16, 2022 ($) | ||||||||
| May 18, 2022 ($) | ||||||||
| June 1, 2022 ($) | ||||||||
| June 30, 2022 ($) | ||||||||
| August 25, 2022 ($) | ||||||||
| November 15, 2022 ($) | ||||||||
| May 16, 2023 ($) | ||||||||
| May 18, 2023 ($) | ||||||||
| June 5, 2023 ($) | ||||||||
| June 20, 2023 ($) – Funding Commitment | ||||||||
| July 13, 2023 ($) – Funding Commitment | ||||||||
| August 1, 2023 ($) – Funding Commitment | ||||||||
| August 7, 2023 ($) – Funding Commitment | ||||||||
| March 23, 2025 ($) | ||||||||
| Total notes payable to stockholder (current) | $ | $ | ||||||
December 6, 2021 – $50,000
On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $ 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 $ per month, which included principal and interest with an interest rate of % per annum. The total balance of principal and interest of $ 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 $ 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 $ per month, which included principal and interest with an interest rate of % per annum. The total balance of principal and interest of $ was converted to preferred C shares during the nine months ended September 30, 2025.
May 8, 2022 – $550,000
On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 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 $ per month, which included principal and interest with an interest rate of % per annum. The total balance of principal and interest of $ was converted to preferred C shares during the nine months ended September 30, 2025.
May 16, 2022 – $1,100,000
On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of % per annum on June 17, 2022 and total amount of $ which included principal and interest was converted to preferred C shares during the nine months ended September 30, 2025.
May 18, 2022 – $450,000
On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of % per annum on June 19, 2022 and was due on . During the nine months ended September 30, 2025, approximately $ of this amount including accrued interest was converted to preferred C shares and $ 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 $ 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 $ per month, which included principal and interest with an interest rate of % per annum. The total balance of principal and interest of $ was due on July 1, 2023. During the nine months ended September 30, 2025, this amount including accrued interest was converted to preferred D shares.
June 30, 2022 – $922,028
On September 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $ 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 $ per month, which included principal and interest with an interest rate of % per annum. The total balance of principal and interest of $ was due on August 1, 2023. During the nine months ended September 30, 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 $ from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of % per annum and is due on demand. During the nine months ended September 30, 2025, total amount of $ 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 $ from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of % per annum and is due on demand. During the nine months ended September 30, 2025, total amount of $ including accrued interest was converted to preferred D shares.
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May 16, 2023 – $150,000
On May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of % per annum and is due on demand. During the nine months ended September 30, 2025, total amount of $ 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 $ from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of % per annum and is due on demand. During the nine months ended September 30, 2025, total amount $ including accrued interest was converted to preferred D shares.
June 5, 2023 – $150,000
On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $ from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of % per annum and is due on demand. During the nine months ended September 30, 2025, total amount of $ 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 $
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| June 20, 2023 ($) | $ | $ | ||||||
| July 13, 2023 ($) | ||||||||
| August 1, 2023 ($) | ||||||||
| August 7, 2023 ($ original) | ||||||||
| Total notes payable to related parties (current) | $ | $ | ||||||
During
the nine months ended September 30, 2025, this amount including accrued interest was converted to preferred D shares. The total debt converted was $
March 21, 2025 – $500,000
On
March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $
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NOTE 6 – NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties consisted of the following:
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| May 10, 2022 ($ | $ | $ | ||||||
| May 10, 2022 ($ | ||||||||
| May 10, 2022 ($ | ||||||||
| May 31, 2022 ($ | ||||||||
| May 31, 2022 ($ | ||||||||
| June 9, 2022 ($ | ||||||||
| March 27, 2024 ($ | ||||||||
| April 22, 2024 ($ | ||||||||
| April 26, 2024 ($ | ||||||||
| June 25, 2024 ($ | ||||||||
| June 28, 2024, 2024 ($ | ||||||||
| March 15, 2024 ($ | ||||||||
| June 9, 2025 and June 11, 2025 ($ | ||||||||
| July 2025 (others) | ||||||||
| Total notes payable to related parties (current), net of debt discount. | $ | $ | ||||||
| ● | May 10, 2022 - $12,500 |
On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $
| ● | May 10, 2022 - $12,500 |
On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $
| ● | May 10, 2022 - $20,000 |
On
May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $
| ● | May 31, 2022 - $5,000 |
On
May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $
| ● | May 31, 2022 - $15,000 |
On
May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $
| ● | June 9, 2022 - $15,000 |
On
June 9, 2022, the Company loaned share holder of the company $
| 14 |
| ● | March 15, 2024 - $419,428 |
On
March 12, 2024, Emblaze One, a company owned by the shareholder of the company, a related party, provided $
| ● | March 27, 2024 - $100,000 |
On
March 12, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $
| ● | April 22, 2024 - $49,139 |
On
April 22, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $
| ● | April 26, 2024 - $45,000 |
On
April 26, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $
| ● | June 25, 2024 - $32,000 |
On
June 25, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $
| ● | June 28, 2024 - $25,000 |
On
June 28, 2024, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $
| ● | March 24, 2025 - $163,515 |
On
March 24, 2025, Emblaze One, a company owned by the shareholder of the company, a related party, provided $
| ● | June 9, 2025 - $100,000 |
On
June 9, 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $
On
June 11, 2025, EM1 Capital, a company owned by the shareholder of the company, a related party, provided $
| 15 |
NOTE 7 – LOANS PAYABLE
The
Company entered into a loan payable agreement in July 2024 in the amount of $
The
Company entered into a loan payable agreement in May 2025 and amended in July 2025 with a lender. The loan is payable $
NOTE 8 – STOCKHOLDERS’ DEFICIT
Common Stock
As of September 30, 2025 and December 31, 2024, the Company has authorized shares of common stock par value $ per share.
Preferred Stock
As of September 30, 2025 and December 31, 2024, the Company has authorized shares of preferred stock, shares of which were designated as Class A Convertible Preferred Stock (“Class A Preferred Stock”). and shares of which were designated as Class B Convertible Preferred Stock.
Class A Convertible Stock
As
of September 30, 2025 and December 31, 2024, there were a total of 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
Class B Convertible Stock
As of September 30, 2025 and
December 31, 2024, there were a total of shares of Class B Preferred Stock issued and outstanding. On
October 23, 2023, pursuant to certain Conversion Agreements, the Company issued an aggregate of shares
of Class B Preferred Stock and extinguished $
On
September 9, 2024, pursuant to the conversion agreement, the convertible B shareholders converted shares of Class B Preferred
Stock in exchange for common stock. The conversion amount of Class B Preferred Stock was $
Class C Convertible Stock
As of September 30, 2025, there were a total of 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 shares of the Company’s Preferred Stock as Class C Convertible Preferred Stock with a par value of $ 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 ClassC Stock in connection with a Liquidation Event (as that term is defined in the First Amended Certificate)
| 16 |
During the nine months ended September 30, 2025, the Company issued the following Class C Convertible Stock:
| ● | Pursuant to the conversion agreement dated April 14, 2025, the notes payable to shareholder including accrued interest in the amount of $ was converted to shares of Class C Preferred Stock. The conversion amount of Class C Preferred Stock was $ at the date of conversion. The Company recognized loss from settlement of debt in the amount of $ during the nine months ended September 30, 2025. |
| ● | The Company issued shares of Class C Preferred Stock to Limitless Performance, Inc., an entity wholly-owned by the CEO, related to settlement of license related to manufacturing and distributorship. The company recognized stock compensation expense of $ 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 dated April 14, 2025, the notes payable to related party including accrued interest in the amount of $ |
| ● | The Company issued shares of Class C Preferred Stock to consultant for services. The Company recognized stock compensation expense of $ 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 $ | |
| ● | On
July 14, 2025, the Class C Convertible shareholder converted Class C Convertible stock to common shares in accordance with
the conversion price and shares and was issued |
As a result of converting various related party notes payable to preferred C shares, the Company recognized total loss from settlement of debt as summarized below:
SCHEDULE OF LOSS FROM SETTLEMENT OF DEBT
Nine Months Ended September 30, | ||||
| 2025 | ||||
| Conversion of $ | $ | |||
| Conversion of $ | ||||
| Total loss from settlement of notes payable to shareholder and related parties | $ | |||
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 $
| 17 |
Class D Convertible Preferred Stock
Effective
as of January 23, 2025, the Company filed a Certificate of Designation of Series D
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 $
to the Accrued Dividends.
During the nine months ended September 30, 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 $ was converted to shares of Class D Preferred Stock. The conversion amount of Class D Preferred Stock was $ or $ per share at the date of conversion. |
| ● | On
March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $ |
| 18 |
Class D Convertible Preferred Stock Issuable
On April 14, 2025, the Company entered into a Class D Convertible Preferred Stock agreement whereby the Company will issue to related parties. These Class D Convertible Preferred Stock were issued on July 18, 2025.
The
Company recorded preferred D shares at $
In July 2025, preferred D shares issuable of were issued.
Conversion of Class C Convertible Stock to Common Shares
On
July 14, 2025, the Class C Convertible shareholder converted Class C Convertible stock to common shares in accordance with the
conversion price and shares and was issued
Conversion of 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 $
Settlement of Debt Reconciliation:
The Company recorded settlement of debt as follows:
SCHEDULE OF LOSS FROM SETTLEMENT OF DEBT
Nine Months Ended September 30, | ||||
| 2025 | ||||
| Conversion of $ | $ | |||
| Conversion of $ | ||||
| Conversion of accrued compensation to common stock | ||||
| Conversion of directors’ compensation to common stock | ||||
| Conversion of notes payable to shareholder – Class D Convertible stock issuable | ||||
| Conversion of Class C Convertible Stock to common shares | ||||
| Conversion of accrued salaries to common stock issuable | ||||
| Total loss from settlement of debt | $ | |||
| 19 |
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.
Stock Incentive 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 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 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 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 nine months ended September 30, 2025:
| ○ | The Company granted and issued shares of common stock under the 2022 Stock Option Plan to its employees during the three months ended September 30, 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 $ per share at the time of issuances and the Company recognized $ as stock compensation expense during the nine months ended March 31, 2025. compensation expense related to these shares were recognized during the three months ended September 30, 2025. |
The Company did not have any stock options outstanding as of September 30, 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 shares of common stock is reserved for the 2022 Restricted Stock Plan.
The Company granted and issued the following restricted stock during the nine months ended September 30, 2025:
| ○ | The Company granted and issued shares of common stock under the 2022 Restricted Stock Plan to its employees during the nine months ended September 30, 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 $ per share at the time of issuances and the Company recognized $ as stock compensation expense during the nine months ended September 30, 2025 and during the three months ended September 30, 2025. |
The Company did not have any restricted stock options outstanding as of September 30, 2025 as the previously issued stock options were immediately vested, exercised, and issued.
| 20 |
Stock Compensation - Others
At time to time, the Company issues common stock to its Board of Directors, outside service providers or consultants.
The Company had the following common stock issuances during the nine months ended September 30, 2025:
| ● | Issuances
of Shares for Accrued Board of Directors Compensation Settlement – The Company issued common stock shares
to its Board of Directors for prior year services of which the Company had accrued $ |
| ● | Issuances of Shares for Board of Directors Compensation – The Company issued common stock shares to its Board of Directors for its services. The common stock share trading price was $ per share at the time of issuance and the Company recognized $ as stock compensation expense during the three months ended March 31, 2025 and during the three months ended September 30, 2025. |
| ● | Issuances
of Shares to Consultants for Services – The Company issued common stock shares to consultants. Some of these
consultants require entire year of 2025 services, therefore, some of stock compensation expense of $ was recorded as prepaid
at March 31, 2025. The prepaid amount was $ | |
| ● | Issuances
of Shares for Conversion of Vendor Debt – The Company issued common stock shares to settle vendor debt valued
at $ |
| ● | Issuances of Shares to Consultants for Services – On June 12, 2025, the Company entered into a consulting agreement with a consultant whereby the Company will issue , restricted shares as a consulting fee of the Company’s common stock to the consultant to be delivered over 12 months as follows: shares to be delivered to the Company’s transfer agent in the Consultant’s name upon signing the contract. restricted, Company, common shares to be delivered over 12 months as follows: The Company expensed common shares pro-ratably over the service period and recorded stock compensation expense of $ for shares vested and issued of shares for the nine months ended September 30, 2025 and $ for shares vested and issuable of as of September 30, 2025 and for the nine months ended September 30, 2025. The Company issued shares from shares issuable from December 31, 2024 during the nine months ended September 30, 2025. |
| ● | Issuances
of Shares for Accrued Salaries Settlement – The Company issued common stock shares to its employees for prior
year accrued wages of $ |
| ● | Common
Stock and Preferred D Shares Issuable from Additional Borrowings from Notes Payable to Shareholder ($500,000) – On
March 21, 2025, the Company entered into a Loan Authorization and Agreement for a loan of $ | |
| ● | Issuances
of Shares for Accrued Salaries Settlement – On September 30, 2025, the Company entered into a settlement agreement
with its employees by converting accrued salaries of $ | |
| ● | Issuances of Common Shares for Related Party Loan Payable – In July 2025, the Company issued common shares for related party loan inducement with the fair value at $. | |
| ● | Issuances of Common Shares from Common Share Issuable - During the nine months ended September 30, 2025, the Company issued common shares in the amount of $ from common share payable. | |
| ● | Common Share Issuable of valued at $ | |
| ● | Common Shares Issued for Consulting Services – During the
nine months ended September 30, 2025, the Company issued common shares for consulting services valued at $ |
| 21 |
NOTE 11 – RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
| ● | Royalty
Payables – 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 |
| ● | Notes
Payable to Shareholder – The Company had various notes payable with its shareholder who is the Chief Executive Officer
of the Company. As of September 30, 2025 and December 31, 2024, the Company had $ | |
| ● | Notes
Payable to Related Parties – The Company entered into various notes payable with shareholders of the Company. As of September
30, 2025 and December 31, 2024, the Company had $ |
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is of the opinion that such matters will be resolved without material effect on the Company’s financial condition or results of operations. The Company did not have any legal actions or claims that have a material effect on the results of operation or financial position of the Company.
NOTE 13 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after September 30, 2025. During this period, the Company did not have any material recognizable subsequent events required to be disclosed other than the following:
| ● | On November 10, 2025, the Company issued common shares for consulting services. |
| 22 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements and Associated Risks.
This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; and failure to successfully develop business relationships.
INTRODUCTION
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 in approximately nine 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 LimitlessX Acquisition 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 LimitlessX Acquisition, the historical financial information for periods prior to the LimitlessX Acquisition 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.
On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. (“we,” “us,” or “our”).
| 23 |
RESULTS OF OPERATION
For the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024:
| (Unaudited) | ||||||||||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||||||||||
| (restated) | ||||||||||||||||||||||||
| 2025 | 2024 | Changes | ||||||||||||||||||||||
| % of | % of | |||||||||||||||||||||||
| Amount | Sales | Amount | Sales | Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Product sales | $ | 247,868 | 100.0 | % | $ | 607,161 | 100.0 | % | $ | (359,293 | ) | -59.2 | % | |||||||||||
| Total revenue | 247,868 | 100.0 | % | 607,161 | 100.0 | % | (359,293 | ) | -59.2 | % | ||||||||||||||
| Cost of sales | ||||||||||||||||||||||||
| Cost of sales | 59,753 | 24.1 | % | 154,287 | 25.4 | % | (94,534 | ) | -61.3 | % | ||||||||||||||
| Total cost of sales | 59,753 | 24.1 | % | 154,287 | 25.4 | % | (94,534 | ) | -61.3 | % | ||||||||||||||
| Gross profit | 188,115 | 75.9 | % | 452,874 | 74.6 | % | (264,759 | ) | -58.5 | % | ||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | 701,560 | 283.0 | % | 54,620 | 9.0 | % | 646,940 | 1184.4 | % | |||||||||||||||
| Advertising and marketing | 208,557 | 84.1 | % | 542,081 | 89.3 | % | (333,524 | ) | -61.5 | % | ||||||||||||||
| Salaries and compensation | 520,001 | 209.8 | % | 358,250 | 59.0 | % | 161,751 | 45.2 | % | |||||||||||||||
| Total operating expenses | 1,430,118 | 577.0 | % | 954,951 | 157.3 | % | 475,167 | 49.8 | % | |||||||||||||||
| Income (loss) from operations | (1,242,003 | ) | -501.1 | % | (502,077 | ) | -82.7 | % | (739,926 | ) | 147.4 | % | ||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest expense | (134,993 | ) | -54.5 | % | (194,063 | ) | -32.0 | % | 59,070 | -30.4 | % | |||||||||||||
| Other income | (24,702 | ) | -10.0 | % | - | 0.0 | % | (24,702 | ) | n/a | ||||||||||||||
| Gain (Loss) on debt settlement | (1,665,369 | ) | -671.9 | % | (15,445 | ) | -6.2 | % | (1,649,924 | ) | 10682.6 | % | ||||||||||||
| Other expense | - | 0.0 | % | (15,000 | ) | -6.1 | % | 15,000 | -100.0 | % | ||||||||||||||
| Total other income (expense), net | (1,825,064 | ) | -736.3 | % | (224,508 | ) | -37.0 | % | (1,600,556 | ) | 712.9 | % | ||||||||||||
| Income (loss) before income tax provision | (3,067,067 | ) | -1237.4 | % | (726,585 | ) | -119.7 | % | (2,340,482 | ) | 322.1 | % | ||||||||||||
| Income tax provision | - | 0.0 | % | - | 0.0 | % | - | n/a | ||||||||||||||||
| Net income (loss) | $ | (3,067,067 | ) | -1237.4 | % | $ | (726,585 | ) | -119.7 | % | $ | (2,340,482 | ) | 322.1 | % | |||||||||
| 24 |
Product Sales – Our product sales decreased by $0.4 million to $0.3 million for the three months ended September 30, 2025 as compared to $0.6 million for the three months ended September 30, 2024. In 2024, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.
Cost of Sales – Our cost of sales decreased from $0.2 million, or 25.4% of sales, in the three months ended September 30, 2024 to $0.1 million, or 24.1% of sales, in the three months ended September 30, 2025. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.
Operating Expenses – During the three months ended September 30, 2025, we recognized $1.4 million in operating expenses compared to $1.0 million for the three months ended September 30, 2024. The increase of $0.5 million was primarily due to stock compensation expense and offset by decrease in advertising and marketing spendings.
Other Income or Expense – During the three months ended September 30, 2025, the Company also recorded interest expense of approximately $0.2 and a gain on debt settlement of $1.7 million during the three months ended September 30, 2025 compared to $0.2 million of interest expense during the three months ended September 30, 2024.
For the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024:
| (Unaudited) | ||||||||||||||||||||||||
| Nine Months Ended Sepember 30, | ||||||||||||||||||||||||
| (restated) | ||||||||||||||||||||||||
| 2025 | 2024 | Changes | ||||||||||||||||||||||
| % of | % of | |||||||||||||||||||||||
| Amount | Sales | Amount | Sales | Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Product sales | $ | 802,396 | 100.0 | % | $ | 3,024,112 | 100.0 | % | $ | (2,221,716 | ) | -73.5 | % | |||||||||||
| Total revenue | 802,396 | 100.0 | % | 3,024,112 | 100.0 | % | (2,221,716 | ) | -73.5 | % | ||||||||||||||
| Cost of sales | ||||||||||||||||||||||||
| Cost of sales | 263,787 | 32.9 | % | 797,565 | 26.4 | % | (533,778 | ) | -66.9 | % | ||||||||||||||
| Total cost of sales | 263,787 | 32.9 | % | 797,565 | 26.4 | % | (533,778 | ) | -66.9 | % | ||||||||||||||
| Gross profit | 538,609 | 67.1 | % | 2,226,547 | 73.6 | % | (1,687,938 | ) | -75.8 | % | ||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | 4,618,756 | 575.6 | % | 938,490 | 31.0 | % | 3,680,266 | 392.1 | % | |||||||||||||||
| Advertising and marketing | 475,978 | 59.3 | % | 1,939,391 | 64.1 | % | (1,463,413 | ) | -75.5 | % | ||||||||||||||
| Salaries and compensation | 1,695,221 | 211.3 | % | 1,345,835 | 44.5 | % | 349,386 | 26.0 | % | |||||||||||||||
| Total operating expenses | 6,789,955 | 846.2 | % | 4,223,716 | 139.7 | % | 2,566,239 | 60.8 | % | |||||||||||||||
| Income (loss) from operations | (6,251,346 | ) | -779.1 | % | (1,997,169 | ) | -66.0 | % | (4,254,177 | ) | 213.0 | % | ||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest expense | (616,708 | ) | -76.9 | % | (420,868 | ) | -13.9 | % | (195,840 | ) | 46.5 | % | ||||||||||||
| Other income | 36,186 | 4.5 | % | 7,902 | 0.3 | % | 28,284 | 357.9 | % | |||||||||||||||
| Gain (Loss) on debt settlement | (35,458,137 | ) | -4419.0 | % | (33,112 | ) | -1.1 | % | (35,425,025 | ) | 106985.5 | % | ||||||||||||
| Other expense | - | 0.0 | % | (7,825 | ) | -0.3 | % | 7,825 | -100.0 | % | ||||||||||||||
| Total other income (expense), net | (36,038,659 | ) | -4491.4 | % | (453,903 | ) | -15.0 | % | (35,584,756 | ) | 7839.7 | % | ||||||||||||
| Income (loss) before income tax provision | (42,290,005 | ) | -5270.5 | % | (2,451,072 | ) | -81.1 | % | (39,838,933 | ) | 1625.4 | % | ||||||||||||
| Income tax provision | - | 0.0 | % | 915 | 0.0 | % | (915 | ) | n/a | |||||||||||||||
| Net income (loss) | $ | (42,290,005 | ) | -5270.5 | % | $ | (2,451,987 | ) | -81.1 | % | $ | (39,838,018 | ) | 1624.7 | % | |||||||||
Product Sales - Our product sales decreased by $2.2 million to $0.8 million for the nine months ended September 30, 2025 as compared to $3.0 million for the nine months ended September 30, 2024. In 2024, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.
Cost of Sales - Our cost of sales decreased from $0.8 million, or 26.4% of sales, in the nine months ended September 30, 2024 to $0.3 million, or 32.9% of sales, in the nine months ended September 30, 2025. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.
Operating Expenses - During the nine months ended September 30, 2025, we recognized $6.9 million in operating expenses compared to $4.2 million for the nine months ended September 30, 2024. The increase of $2.6 million in operating expenses was primarily due to stock compensation expense of approximately $3.8 million recorded in the nine months ended September 30, 2025 and none in the previous same period and off-set by decrease in advertising and marketing expenses of $1.5 million.
Other Income or Expense - During the nine months ended September 30, 2025, we had loss on settlement of in the amount of $35.5 million due to the conversion of loans in the amount of $35.5, primarily from our CEO and principal shareholder into shares of our common stock, in compared to none in prior year same quarter. The Company also recorded interest expense of $0.6 million during the nine months ended September 30, 2025 compared to $0.4 million during the nine months ended September 30, 2024.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
During the nine months ended September 30, 2025, net cash used in operating activities was $1.1 million. The cash used in operating activities was primarily due to net loss of approximately $42.3 million and off-set by loss on settlement of debt of $35.5 million and stock compensation expense of $3.5 million.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was $0.9 million. This amount was incurred by increased borrowings from a stockholder and related parties.
Off Balance Sheet Arrangements
None.
| 25 |
ITEM 3. 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 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness described below, as of September 30, 2025, our disclosure controls and procedures were not effective. Our disclosure controls were not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The material weakness, which relates to internal control over financial reporting, that was identified is:
We did not have sufficient personnel in our accounting and financial reporting functions. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for independent adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.
Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that our accounting staff consists of a Chief Financial Officer, a bookkeeper, and external accounting consultants, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will eliminate or greatly decrease any control and procedure issues we may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our disclosure 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.
| 26 |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Our Annual Report on Form 10-K, filed with the SEC, on December 31, 2024, describes important risk factors that could cause our business, financial condition, results of operations, and growth prospects to differ materially from those indicated or suggested by forward-looking statements made in this Quarterly Report on Form 10-Q or presented elsewhere by management from time to time. There have been no material changes in the risk factors that appear in our Annual Report on Form 10-K. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
Series D 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 September 30, 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 September 30, 2025, which totaled $539,444 in the aggregate. The form of Dividend Waiver Agreement executed by each holder of Series D Preferred is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
Third Amendment to License Agreement and Royalty Payment Waiver
Limitless Performance Inc. (“LPI”), Smilz, Inc., Divatrim In.c (“Divatrim”) and Amarose, Inc (“Amarose”) (individually, each is a “Licensor” and collectively, the “Licensors”) are companies at least 50% owned by Mr. Jaspreet Mathur, the Company’s CEO. On December 1, 2021, the Company entered into license agreements with each Licensor to manufacture and distribute their products, paying royalties of 4% of gross sales (excluding returns and allowances).
On October 1, 2023, the Company terminated its License Agreements with Smilz, Divatri and Amarose. Pursuant to amendments dated January 24, 2025 and May 20, 2025, the Company modified its Manufacturing and Distribution License dated December 1, 2021 with LPI (“LPI License Agreement”) to restrict the license to NZT-48 products (one of the Company’s nutritional supplements) and discontinued licensing certain gummy products. As of this termination date, royalties payable totaled $1,557,432, and inventories returned to Licensors were valued at $2,363,151, resulting in net receivables of $805,719. This amount was offset against a note payable to the shareholder as of December 31, 2023.
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 September 30, 2025, and confirmed its waiver of all royalties under the LPI License Agreement for the period ending on December 31, 2027. A copy of the Third Amendment is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q.
Rule 10b-5 Trading Plans
Our
directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our common
stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement
under the Exchange Act. During the nine ended September 30, 2025, no such plans or other arrangements were
| 27 |
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
*Filed herewith
| 28 |
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.
| LIMITLESS X HOLDINGS INC. | ||
| (Registrant) | ||
| Dated: November 19, 2025 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| (Chief Executive Officer, | ||
| Principal Executive Officer) | ||
| Dated: November 19, 2025 | By: | /s/ Benjamin Chung |
| Benjamin Chung | ||
(Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) | ||
| 29 |
Exhibit 10.3
THIRD AMENDMENT TO
MANUFACTURING AND DISTRIBUTORSHIP LICENSE AGREEMENT
THIS THIRD AMENDMENT TO MANUFACTURING AND DISTRIBUTORSHIP LICENSE AGREEMENT (this “ Amendment”) is effective as of September 30, 2025, by and between Limitless X, Inc., a Nevada corporation (“ LimitlessX” or “ Manufacturer”) and Limitless Performance Inc., a California corporation (“ LPI” and together with the LimitlessX, each a “ Party”, and collectively the “ Parties”).
RECITALS
WHEREAS, the Parties entered into a Manufacturing and Distributorship License Agreement with an effective date of December 1, 2021 (as the same now exists or may hereafter be amended, modified, supplemented, renewed, restated, or replaced, the “ MDLA”).
WHEREAS, the Parties previously amended the MDLA on January 24, 2025 to provide that LPI will waive its right to receive royalty payments under the MDLA for a period of three (3) years;
WHEREAS, the Parties previously amended the MDLA for a second time on May 20, 2025, to clarify the products subject to the MDLA (the “ Second Amendment”);
WHEREAS, the Parties desire to amend the MDLA to waive royalty payment accrued prior to the Waiver Period (as defined the Second Amendment); and
WHEREAS, the Parties desire to modify the MDLA to reflect the foregoing as set forth herein.
NOW, THEREFORE, in consideration of the promises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used herein and not defined herein shall have the meaning ascribed to such term as set forth in the MDLA, and all references to Sections, shall mean the Sections of the MDLA unless reference is made to another document.
2. Amendment to MDLA. Section 11(d) of the MDLA is hereby deleted and restated in its entirety as follows:
11(d): LPI agrees to waive all royalty payments that accrued prior to the Waiver Period (as defined herein), which amounts to a total of $260,602. Additionally, effective as of January 24, 2025, LPI agrees to waive, for a period of three (3) years ending on December 31, 2027 (the “Waiver Period”), its right to receive royalty payments under this Agreement. LimitlessX shall have no obligation to pay LPI any royalties hereunder during the Waiver Period. Following the Waiver Period, LPI is entitled to receive royalty payments in accordance with the terms of this Section 11. The Parties may mutually agree in writing to extend the Waiver Period.
3. Full Force and Effect. Except as specifically amended, modified, or supplemented by this Amendment, the MDLA shall remain unchanged and in full force and effect.
4. Governing Law. The Parties expressly agree that this Amendment shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict-of-law principles.
5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature), or other commonly recognized transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| LIMITLESS X, INC. | ||
| By: | /s/ Danielle Young | |
| Chief Operating Officer | ||
| LIMITLESS PERFORMANCE INC. | ||
| By: | /s/ Jaspreet Mathur | |
| Jaspreet Mathur, Authorized Signatory | ||
[Signature Page to First Amendment to Manufacturing and Distributorship License Agreement]
Exhibit 10.4
Form of Accrued Dividend Waiver Agreement
This Accrued Dividends Waiver Agreement (this “Agreement”) is entered into as of September 30, 2025 (the “Effective Date”), by and between Limitless X Holdings Inc., a Delaware corporation (the “Company”), and ______ (“Holder,” and together with the Company, the “Parties,” and each, a “Party”).
The Parties hereby agree as follows:
| 1. | In General; Definitions. Holder is the record and beneficial owner of 388,583 shares (the “Preferred Shares”) of the Company’s Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), which Series D Preferred Stock has a stated value of $25.00 per share (the “Stated Value”). |
| 2. | Waiver of Accrued Dividends. For good and valuable consideration, Holder hereby irrevocably waives, releases, and forgives any and all accrued and unpaid dividends on the Preferred Shares through and including September 30, 2025, in the aggregate amount of $[●] (the “Accrued Dividends”). For the avoidance of doubt, Holder acknowledges and agrees that (a) Holder has no further right, title, interest, claim or demand in or to the Accrued Dividends, and (b) this Agreement effects a full and final compromise, settlement, and release of any claim by Holder to the Accrued Dividends. |
| 3. | No Exchange; No Other Amendments. This Agreement relates solely to the waiver, release, and forgiveness of Accrued Dividends with respect to the Preferred Shares. It does not contemplate, require, or effect any exchange, conversion, redemption, cancellation, modification, or amendment of the Preferred Shares or the terms of the Series D Preferred Stock, which shall remain in full force and effect in accordance with their existing terms (other than as expressly set forth in Section 2 with respect to the Accrued Dividends). |
| 4. | Holder Representations. Holder represents and warrants that (a) Holder is the sole legal and beneficial owner of the Preferred Shares, free and clear of any lien, pledge, encumbrance, security interest, restriction, claim, option, right of first refusal or adverse interest (other than restrictions arising under applicable securities laws and the Company’s governing instruments), and (b) Holder has full right, power, and authority to execute and deliver this Agreement and to irrevocably waive, release, and forgive the Accrued Dividends. This Agreement constitutes a legal, valid, and binding obligation of Holder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles. |
| 5. | Company Representations. The Company represents and warrants that this Agreement has been duly authorized, executed, and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles. |
| 6. | Miscellaneous. This Agreement (a) is the entire agreement of the Parties with respect to the waiver, release, and forgiveness of the Accrued Dividends and supersedes all prior and contemporaneous discussions or understandings relating thereto; (b) may be amended or waived only by a written instrument signed by both Parties; (c) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles; and (d) may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original and together shall constitute one and the same instrument. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect so long as the essential terms and intent can be effectuated. No third party shall have any rights hereunder. Each Party shall bear its own fees and expenses in connection with this Agreement. |
[Signatures on the Following Page]
IN WITNESS WHEREOF, the Parties have executed this Accrued Dividends Waiver Agreement as of the Effective Date.
| Limitless X Holdings Inc. | ||
| By: | ||
| Name: | Danielle Young | |
| Title: | Chief Operating Officer | |
| By: | ||
| Name: |
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
I, Jaspreet Mathur, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Limitless X Holdings Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Jaspreet Mathur | |
| Jaspreet Mathur | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 19, 2025 |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, As Amended
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
I, Benjamin Chung, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Limitless X Holdings Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Benjamin Chung | |
| Benjamin Chung | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| Date: November 19, 2025 |
Exhibit 32.1
Certification of Principal Executive Officer Pursuant to
18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
In connection with the Quarterly Report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 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 Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Jaspreet Mathur | |
| Name: | Jaspreet Mathur | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Date: November 19, 2025
Exhibit 32.2
Certification of Principal Financial and Accounting Officer Pursuant to
18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act
In connection with the Quarterly Report of Limitless X Holdings Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 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 Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Benjamin Chung | |
| Benjamin Chung | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) |
Date: November 19, 2025