Limitless X Holdings Inc 8-K, filed Aug 5, 2022
Limitless X Holdings Inc. (LIMX)
About this 8-K
Limitless X Holdings Inc filed this 8-K on August 5, 2022, reporting on events of August 2, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(f/k/a Bio Lab Naturals Inc.)
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
7400 E. Crestline Circle, Suite 130, Greenwood Village, CO 80111
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2022, Bio Lab Naturals, Inc., a Delaware corporation (the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “Shareholders”) on May 11, 2022.
On August 2, 2022, the Company, LimitlessX, and the Shareholders entered into Amendment No. 1 to the Share Exchange Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed to remove and delete Article III, Sections 3.5 and 3.6, and those sections shall have no further force or effect whatsoever.
Such sections prohibited the Company, for a period of 12 months following the closing of the Agreement, from selling any equity securities at a price less than $0.40 per share or from effecting any reverse stock split, subject to certain exceptions. The Company shall no longer be restricted by these prohibitions pursuant to the Amendment.
A copy of the Amendment is attached hereto as Exhibit 10.1
1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Share Exchange Agreement, dated August 2, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as an Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Limitless X Holdings Inc. | ||
| Dated: August 5, 2022 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| Chief Executive Officer | ||
3
Exhibit 10.1
Amendment No. 1 to SHARE EXCHANGE AGREEMENT
This Amendment No.1 to Share Exchange Agreement (this “Agreement”) is entered into as of August 2nd, 2022 (the “Effective Date”) by and among Limitless X Holdings Inc., f/k/a Bio Lab Naturals, Inc., a Delaware corporation (the “Company”), on the one hand, and Limitless X, Inc., a California corporation (the “LXI”), Jaspreet Mathur, an individual (“Mathur”), and the shareholders listed below on the signature page (each an “LXI Shareholder” and collectively, the “LXI Shareholders”), on the other hand. Each of the Company, Mathur, LXI and the LXI Shareholders generally may be referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Company is engaged in the business of providing products and services in the health and wellness, beauty and skincare, and CBD industries;
WHEREAS, the Company, LXI, Mathur and the LXI Shareholders entered into that certain Share Exchange Agreement dated as of May 11, 2022 (the “Share Exchange Agreement”) pursuant to which, the Company sought to acquire all of LXI (the “LXI Acquisition”);
WHEREAS, the Company completed and closed the LXI Acquisition on May 22, 2022 (the “Closing”);
WHEREAS, the LXI Shareholders were the beneficial and record owners of all of the issued and outstanding equity interests of LXI on the date of Closing and were Parties to the Share Exchange Agreement;
WHEREAS, the board of directors of the Company (the “Board”) has determined that it is in the best interests of the Company to amend the Share Exchange Agreement as hereinbelow set forth;
WHEREAS, Mathur and the LXI Shareholders concur in the determination of the Board and believe that it is in the best interests of the Company to amend the Share Exchange Agreement as hereinbelow set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 Article III Amendment. Article III, Section 3.5 and Section 3.6 of the Share Exchange Agreement are hereby amended by removing and deleting those sections in their entirety and those sections shall have no further force or effect whatsoever.
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first above written.
| Jaspreet Mathur | “The Company” | ||
| /s/ Jaspreet Mathur | Limitless X Holdings Inc., f/k/a Bio Lab Naturals, Inc., | ||
| Jaspreet Mathur | a Delaware corporation | ||
| /s/ Kenneth W. Haller | |||
| By: | Kenneth W. Haller | ||
| Its: | President | ||
| LXI Shareholders: | “LXI” | ||
| /s/ Jaspreet Mathur | Limitless X, Inc., | ||
| Jaspreet Mathur | a California corporation | ||
| /s/ Bharat Raj Mathur | /s/ Danielle Young | ||
| Bharat Raj Mathur | By: | Danielle Young | |
| Its: | Chief Operating Officer | ||
| /s/ Zachary Ersoff | |||
| Zachary Ersoff | |||
| /s/ Amanda Saccomanno | |||
| Amanda Saccomanno | |||
| /s/ Georgios Markoglou | |||
| Georgios Markoglou | |||
| /s/ Arshad Assafi | |||
|
Arshad Assafi
|
|||
| /s/ Rob Cucher | |||
| Rob Cucher | |||
| /s/ Benjamin Chung | |||
| Benjamin Chung | |||
| /s/ Aaron Grunfeld | |||
| Aaron Grunfeld | |||
| JDF Investment Company | |||
| By: | /s/ Sim Farar | ||
| Sim Farar, Manager | |||