8-K - LIMX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

August2, 2022

Date

of Report (Date of earliest event reported)

LimitlessX Holdings Inc.

(f/k/aBio Lab Naturals Inc.)

(Exact name of Registrant as specified in its charter)

Delaware	000-56453	81-1034163
(State<br> or other jurisdiction	(Commission<br> File Number)	(I.R.S.<br> Employer
of<br> incorporation)		Identification<br> No.)

9454Wilshire Blvd. #300 , Beverly Hills, CA 90212

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

855-413-7030

7400E. 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

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. ☐

Item1.01 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

Item9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit<br> 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<br> XBRL document)

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<br> 5, 2022	By:	/s/ Jaspreet Mathur
		Jaspreet Mathur
		Chief Executive Officer

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 “LXIShareholders”), 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 ExchangeAgreement”) 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”
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/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
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By:	/s/ Sim Farar
Sim Farar, Manager