UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 1, 2023
Date of Report (Date of earliest event reported)
Limitless X Holdings Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | | 000-56453 | | 81-1034163 |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
9454 Wilshire Blvd., #300, Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 855-413-7030
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
Sale of Vybe Labs, Inc. Stock
On June 1, 2023, Limitless X Holdings Inc. (the “Company”) entered into an Agreement for Purchase and Sale of Stock (the “Vybe Sale Agreement”) with Emblaze One, Inc., a Nevada corporation, (“Emblaze”) wherein the Company sold all 5,000 of its shares of common stock of its wholly owned subsidiary Vybe Labs, Inc., a Delaware corporation (“Vybe”) as full payment and settlement of a debt in the amount of $1,167,011 owed by the Company to Emblaze under two certain Loan Authorization and Agreements dated April 1, 2022, in the principal amount of $237,610 and December 31, 2022, in the principal amount of $929,401 (collectively, the “Notes”). Emblaze is a company 100% owned by the Company’s Chief Executive Officer and Chairman of the Board of Directors and majority shareholder, Jaspreet Mathur (“Mathur”). Therefore, the Vybe Sale Agreement is a related party transaction which was evaluated by and voted upon by the disinterested board of directors as to whether the transaction was fair, reasonable, at arm’s-length, and in the ordinary course of business.
A copy of the Vybe Sale Agreement is attached hereto as Exhibit 10.1.
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, Jas Mathur, wherein Mr. Mathur committed to provide up to $1,000,000 of working capital to the Company over the next six months. Mr. Mathur agreed to the Funding Commitment in exchange for a one year convertible promissory note for each drawdown amount advanced to the Company with an annual interest rate of 10% and a balloon payment of principal and interest due at maturity, unless Mr. Mathur elects to convert the outstanding principal and interest into Preferred Class B stock of the Company at the conversion price of $1.50 per share; provided, however, Mr. Mathur may only covert each note within the term of the Funding Commitment, in the event of the occurrence of the earlier of a public offering of securities of the Company pursuant to a registration statement filed with the United States Securities and Exchange Commission and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms. The Funding Commitment is a related party transaction by Mr. Mathur which was evaluated by and voted upon by the disinterested board of directors as to whether the transaction was fair, reasonable, at arm’s-length, and in the ordinary course of business.
A copy of the Funding Commitment is attached hereto as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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: June 6, 2023 | By: | /s/ Jaspreet Mathur |
| | | Jaspreet Mathur |
| | | Chief Executive Officer |
