VYBE Limitless X Holdings Inc (QB)

 

 

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

 

January 23, 2025

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 of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

9777 Wilshire Blvd., Suite 400,
Beverly Hills, CA		90212
(Address of principal executive offices)		(Zip Code)

 

(855) 413-7030

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	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
N/A		N/A		N/A

 

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

 

Consulting Agreement with Limitless Performance Inc.

 

Effective as of January 24, 2025, Limitless X Holdings Inc. (the “Company”) entered in consulting agreement with Limitless Performance Inc. (“LPI”) (the “Consulting Agreement”), an entity wholly-own by Jaspreet Mathur, a greater than 10% shareholder and the Chief Executive Officer (“CEO”) and Chairman of the board of directors (“Chairman”) of the Company. Under the Consulting Agreement, LPI is to assist the Company in identifying and securing cost-effective manufacturing processes, including international distribution and production, in the development of new products, including but not limited to different forms of brain supplements, coffee boosters, and other similar products. The term of the Consulting Agreement is three (3) years and automatically renews for succeeding terms of one (1) year unless either party gives notice to the other at least 30 days prior to the expiration of any term of their intention not to renew. The Company is to pay LPI on January 27, 2025, with a grant of 133,333 immediately exercisable stock options per the Company’s 2022 Stock Option Incentive Plan. The Company may pay performance-based incentives in the form of additional stock issuances or cash equivalents to LPI at some later date upon the mutual agreement of the parties dependent upon the Company’s growth.

 

The foregoing is only a summary of the material terms of the Consulting Agreement and does not purport to be a complete description of the rights or obligations of each party under the Consulting Agreement. This summary is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached as Exhibit 10.1 to this Current Report.

 

Manufacturing and Distributorship License Agreement with Limitless Performance

 

Effective as of January 24, 2025, Limitless X, Inc., a Nevada corporation (“Limitless X”) and wholly-owned subsidiary of the Company entered into an amendment (the “Amendment”) to the Manufacturing and Distributorship License Agreement, dated as of December 1, 2021, by and between Limitless X and LPI (the “Original License Agreement”). A copy of the Original License Agreement was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2022, and is incorporated by reference herein. LPI is wholly-owned by Jaspreet Mathur, the Company’s CEO, Chairman and significant shareholder. In the Amendment, LPI agreed to waive its right to receive royalty payments under the License Agreement for a period of three (3) years, to end on December 31, 2027. All other terms of the Original License Agreement remained the same.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.2.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective as of January 23, 2025, the Company filed a Certificate of Designation of Series D 15% Cumulative Redeemable Perpetual Preferred Stock (the “Certificate”) with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law. The Company currently has 30,000,000 shares of preferred stock (“Preferred Stock”) authorized. Of the 30,000,000 authorized shares of Preferred Stock, 500,000 shares are designated as Class A Convertible Preferred Stock (the “Class A Stock”), all of which are issued and outstanding. 11,000,000 shares of the Preferred Stock are designated as Class B Convertible Preferred Stock (the “Class B Stock”), of which 531,356 shares are issued and outstanding. Additionally, 5,000,000 shares of the Preferred Stock are designated as Class C Convertible Preferred Stock (the “Class C Stock”), of which 320,094 shares are issued and outstanding. The Company has 300,000,000 shares of common stock (“Common Stock”) authorized, of which 12,235,708 shares are issued and outstanding as of January 23, 2025.

 

The Certificate designates 5,000,000 shares of the Company’s Preferred Stock as Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value of $0.0001 per share (“Series D Stock”). The Series D Stock ranks (i) junior to the Class A Stock, Class B Stock, and Class C Stock and all of the Company’s existing and future indebtedness (including indebtedness convertible into the Company’s Common Stock or Preferred Stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) the Company’s existing subsidiaries and any future subsidiaries, (ii) senior to any other class or series of outstanding Preferred Stock or Common Stock, (iii) on parity with all equity securities issued by the Company with terms specifically providing that those equity securities rank on parity with the Series D Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution, or winding up, and (iv) senior 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 ranking of the Series D Stock in relation to items (i)-(iv), the “Series D Stock Distribution Ranking”).

 

Holders of the Series D Stock are entitled to receive cumulative cash dividends at the rate of 15% on the stated value of $25.00 per share of the Series D Preferred Stock per annum (equivalent to $3.75 per annum per share) (the “Series D Stock Dividend”). The Series D Stock Dividend is payable every quarter as and if declared by the Company’s board of directors and as permitted by law.

 

 

The Series D 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 Series D Preferred Stock are entitled to vote, each share of Series D Stock will be entitled to one vote.

 

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series D Stock will be entitled to be paid out of the assets the Company has legally available for distribution to its stockholders, with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus an amount equal to any accumulated and unpaid dividends up until, but not including, the date of payment, subject to the Series D Stock Distribution Ranking.

 

The Company may, at its option, redeem the Series D Stock (i) on or after the second anniversary of the date of the issuance of the Series D Stock, or (ii) at any time upon a Change of Control (as defined in the Certificate). The Series D Stock is not redeemable by the holders of the Series D Stock under any circumstances. The cash redemption price of the Series D Stock is $25.00 per share, plus any accumulated and unpaid dividends thereon up to, but not including, the redemption date. The Series D Stock is not convertible into or exchangeable for any shares of Common Stock or other capital stock of the Company.

 

The foregoing is only a summary of the material terms of the Certificate and does not purport to be a complete description of the rights, preferences, qualifications, limitations or restrictions of the Series D Stock. The summary of the Certificate is qualified in its entirety by reference to the Certificate, which is filed as Exhibit 3.1 on this Current Report and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On January 24, 2025, the board of directors authorized the creation of an Audit Committee, a Compensation Committee, and a Nominating Committee (the “Committees”). The Audit Committee will consist of three (3) independent directors: Amanda Saccomanno, Dan Fleyshman, and Hassan Iddrissu, with Hassan Iddrissu serving as the chair. The Compensation Committee will consist of three (3) independent directors: Leon Anderson, Arthur Sarkissian, and Amanda Saccomanno, with Amanda Saccomanno serving as the chair. The Nominating Committee will consist of three (3) independent directors: Amanda Saccomanno, Hassan Iddrissu, and Leon Anderson, with Leon Anderson serving as the chair. The Company’s board of directors will adopt a charter for each of the Committees and will approve compensation for each member and chair of the Committees upon the recommendation of the newly formed Compensation Committee.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibit

 

3.1	Certificate of Designation of Series D 15% Cumulative Redeemable Perpetual Preferred Stock of Limitless X Holdings Inc.
10.1	Consulting Agreement dated January 24, 2025 by and between Limitless X Holdings Inc. and Limitless Performance Inc.
10.2	Amendment to Manufacturing and Distributorship Licensing Agreement dated as of January 24, 2025 by and between Limitless X Inc. and Limitless Performance Inc.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Limitless X Holdings Inc.
Date: January 24, 2025	By:	/s/ Jaspreet Mathur
	Name:	Jaspreet Mathur
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

LIMITLESS X HOLDINGS INC.

 

CONSULTANT AGREEMENT

 

This Consultant Agreement (this “Agreement”) is entered into as of this January 24, 2025, by and between Limitless X Inc. (the “Company”), and Limitless Performance Inc. (the “Consultant”).

 

WHEREAS, The Consultant owns the intellectual property from certain brands, including but not limited to NZT-48 and The Limitless Pill, and manufactures and distributes products and licenses the rights to do so under those brands;

 

WHEREAS, The Parties entered that certain Manufacturing and Distributorship Licensing Agreement (“MDLA”) dated on or about December 1, 2021, whereby Consultant licensed rights to the Company and the Company agreed to pay royalties and/or other fees to Consultant;

 

WHEREAS, The MDLA was modified on or about November 1, 2023, where by all rights and obligations set froth therein would only apply to the NZT-48 brand and product line and not as to any other products or brand rights owned by Consultant;

 

WHEREAS, The Company wishes to expand into additional product lines and brands and wishes to engage the services of the Consultant above and beyond the modified limitations of the MDLA for manufacturing and distributorship processes and communications, as set forth hereinbelow.

 

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:

 

1. CONSULTING SERVICES

 

Consultant shall support the Company in identifying and securing cost-effective manufacturing processes, including international production and distribution, in the development of new product lines, including but not limited to different forms of brain supplements, coffee boosters, and other similar products (referred to as the “Consulting Services”). Neither the Consulting Services or any term in this Agreement shall interfere or modify the continuing obligations of the MDLA as modified on or about November 1, 2023.

 

Consultant hereby agrees to utilize his best efforts in performing the Consulting Services; however, Consultant makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company or the eventual effectiveness of the Consulting Services. Consultant is responsible to follow all laws in the performance of the Consulting Services.

 

 

2. COMPENSATION TO CONSULTANT

 

A. The Consultant’s compensation hereunder shall be as follows:

 

a. An immediate grant of 133,333 stock options per the Company’s 2022 Stock Option Incentive Plan.

 

b. Performance-Based Incentives may be paid to Consultant in the form of additional stock issuances or cash equivalent depending on the growth of the Company, to be determined and agreed to by the Parties. An addendum will be negotiated in good faith and added to this agreement to specify the terms of any performance-based incentives to apply.

 

All stock issued per this Agreement is subject to approval of securities counsel and the Board of Directors, and shall be restricted pursuant to securities laws and in the same manner as executives of the Company, and may be subject to a leak out provision to be determined.

 

Consultant may be required to pay any taxes related to the issuance of stock in these situations. These taxes may include, but are not limited to, self-employment taxes, social security taxes, state and federal taxes, and any other taxes that you may be subject to. The Company is not obligated to pay any taxes related to your individual taxes, and Consultant hereby indemnifies and holds the Company harmless from all tax liabilities as you will be fully responsible. Consultant will also be responsible to comply with a11 regulatory and legal restrictions on these shares, including but not limited to the lock-up on selling or transferring shares. As the Company is not making any representations as to these issues and how they may apply, Consultant is hereby urged to consult with tax and legal professionals prior to executing this offer letter.

 

B. Consultant sha11 be reimbursed for a11 out-of-pocket expenses upon submission of receipts or accounting to the Company, including, but not limited to, all travel expenses, research material and charges, computer charges, long-distance telephone charges, facsimile costs, copy charges, messenger services, mail expenses and such other Company related charges as may occur exclusively in relation to the Company’s business as substantiated by documentation. Any expenditure above $100 will require oral or written pre-approval of the Company.

 

2. TERM OF AGREEMENT

 

This Agreement shall be in full force and effect commencing upon the date hereof. This Agreement has a term of three (3) years beginning on the date of execution hereof. This Agreement shall be renewed automatically for succeeding terms of one year each unless either party gives notice to the other at least 30 days prior to the expiration of any term of their intention not to renew this Agreement. Either party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other party.

 

 

Consultant shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for compensation as set forth in this Agreement, and such failure continues unremedied for a period of 30 days after written notice to the Company by Consultant.

 

The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice setting forth facts comprising a material breach of this Agreement by Consultant. For purposes of this agreement a material breach will include the failure of Consultant to perform to the standards set forth per the Company’s discretion. Consultant shall have 30 days to remedy such breach. If such breach has not been cured, and this Agreement is terminated due to such breach within one year of the Effective Date, then the shares issued to Consultant shall be returned to the Company and/or the Company reimbursed for the value of those shares.

 

3. TIME DEVOTED BY CONSULTANT/CONFLICT OF INTEREST

 

It is anticipated that the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder. The Company understands that this amount of time may vary and that the Consultant may perform Consulting Services for other companies; however, during the term of this Agreement, Consultant will not accept work, enter into a contract, or accept an obligation inconsistent or incompatible with Consultant’s obligations, or the scope of services to be rendered for Company, under this Agreement. Consultant agrees to indemnify Company from any and all loss or liability incurred by reason of the alleged breach by Consultant of any services agreement with any third party.

 

4. NON-INTERFERENCE WITH BUSINESS

 

During this Agreement and for a period of three (3) years immediately following the termination or expiration of this Agreement, Consultant agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with Company.

 

5. INDEPENDENT CONTRACTOR

 

Consultant’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or will be construed to, create a partnership, agency, joint venture, employment, or similar relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Consultant is not authorized to make any representation, contract, or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager.

 

Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Company for the payment of social security, federal, state or any other employee taxes. Company will report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.

 

 

6. CONFIDENTIAL INFORMATION

 

A. Definition of Confidential Information. “Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company innovations and property and information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Consultant and that Company has received from others that Company is obligated to treat as confidential or proprietary.

 

B. Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Consultant will not use, disseminate or in any way disclose the Confidential Information. Consultant may use the Confidential Information solely to perform Project Assignment(s) for the benefit of Company. Consultant will treat all Confidential Information with the same degree of care as Consultant accords to Consultant’s own confidential information, but in no case will Consultant use less than reasonable care. If Consultant is not an individual or uses employees or agents to perform his services, Consultant will disclose Confidential Information only to those of Consultant’s employees or agents who have a need to know such information. Consultant certifies that each such employee will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Consultant under this Agreement. Consultant will immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Consultant will assist Company in remedying any such unauthorized use or disclosure of the Confidential Information. Consultant agrees not to communicate any information to Company in violation of the proprietary rights of any third party. This obligation shall continue after termination of this Agreement, if any, as will the legal requirements against disclosure of trade secrets.

 

C. Exclusions from Nondisclosure and Nonuse Obligations. Consultant’s obligations under this Section 9 will not apply to any Confidential Information that Consultant can demonstrate (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Consultant by Company through no fault of Consultant; (b) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Consultant by Company; or (c) was developed by employees of Consultant independently of and without reference to any Confidential Information communicated to Consultant by Company. A disclosure of any Confidential Information by Consultant (i) in response to a valid order by a court or other governmental body or (ii) as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Consultant will provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure.

 

 

D. Ownership and Return of Confidential Information and Company Property. All Confidential Information and any materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished to Consultant by Company, whether delivered to Consultant by Company or made by Consultant in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive property of Company or Company’s suppliers or customers. Consultant agrees to keep all Company Property at Consultant’s premises unless otherwise permitted in writing by Company. Within five (5) days after any request by Company, Consultant will destroy or deliver to Company, at Company’s option, (a) all Company Property and (b) all materials in Consultant’s possession or control that contain or disclose any Confidential Information. Consultant will provide Company a written certification of Consultant’s compliance with Consultant’s obligations under this Section.

 

7. WORK PRODUCT OWNERSHIP

 

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Consultant in connection with the Consulting Services shall be the exclusive property of the Company. Upon request, Consultant shall sign all documents necessary to confirm or perfect the exclusive ownership of the Company to any of the products, goods, etc. that may arise as part of the Consulting Services and any additional services that may arise during the term hereof.

 

8. INDEMNIFICATION

 

Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its sub-Consultants, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its sub-Consultants, agents, or employees.

 

The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.

 

 

The rights and obligations of the Parties under this section shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

 

9. COVENANTS OF CONSULTANT

 

Consultant covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Consultant will:

 

(a) Comply with all federal and state laws, including corporate, securities, trade, and other laws and regulations pertaining to the business of the Company;

 

(b) Not make any representations other than those authorized by the Company;

 

(c) Not publish, circulate, or otherwise use any materials or documents other than materials provided by or otherwise approved by the Company.

 

10. MISCELLANEOUS

 

(A) The parties submit to the jurisdiction of the Courts of the County of Los Angeles, State of California or a Federal Court empaneled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement. This provision shall survive the termination of this Agreement.

 

(B) If either party to this Agreement brings an action on this Agreement, the prevailing party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys’ fees and expenses and court costs.

 

(C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either party hereto without the prior written consent of the other.

 

(D) This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them.

 

(E) This Agreement shall be constructed and interpreted in accordance with and the governed by the laws of the State of California.

 

(F) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

 

(G) If any provision hereof is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision.

 

IN WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written.

 

Limitless Performance Inc.			Limitless X Holdings Inc.
By:	/s/ Jas Mathur		By:	/s/ Danielle Young
	Jas Mathur, Officer			Danielle Young, COO

 

 

 

Exhibit 10.2

 

FIRST AMENDMENT TO

MANUFACTURING AND DISTRIBUTORSHIP LICENSE AGREEMENT

 

THIS FIRST AMENDMENT TO MANUFACTURING AND DISTRIBUTORSHIP LICENSE AGREEMENT (this “Amendment”) is effective as of January 24, 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, LimitlessX and LPI have mutually agreed to amend the MDLA 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 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 of the MDLA is hereby amended by the addition of provision 11(d), which provides as follows:

 

11(d): 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 other than royalty payments that accrued prior to the Waiver Period and are due and payable to LPI. 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]

 

 

v3.24.4

Cover	Jan. 23, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	000-56453
Entity Registrant Name	Limitless X Holdings Inc.
Entity Central Index Key	0001803977
Entity Tax Identification Number	81-1034163
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9777 Wilshire Blvd.
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	(855)
Local Phone Number	413-7030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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