v3.25.1
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after December 31, 2024. During this period, the Company did not have any material recognizable subsequent events required to be disclosed other than the following:

 

●January 2, 2025 – 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. 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. Additionally, 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. The Company has 300,000,000 shares of common stock (“Common Stock”) authorized, of which 7,179,961 shares are issued and outstanding. The Certificate designates 5,000,000 shares of the Company’s Preferred Stock as Class C Convertible Preferred Stock with a par value of $0.0001 per share (“Class C Stock”). The Class C Stock ranks (i) junior to the Class A Stock and Class B 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 Stock is not entitled to dividends except as required by law. The Class C Stock shall have no voting rights other than as set forth in the Certificate or as required by law.

 

●January 13, 2025 – Effective as of January 13, 2025, the Company entered into a Settlement Agreement and Release of Claims (each, a “Settlement Agreement” together, the “Settlement Agreements”) with each of (a) Jaspreet Mathur, the Company’s Chief Executive Officer; (b) Rob D. Cucher, the Company’s Vice President of Legal Affairs; (c) Danielle Young, the Company’s Chief Operating Officer, (d) Benjamin Chung, the Company’s Chief Financial Officer, and (e) two (2) non-executive employees (each individual in (a)-(e), an “Employee”). Under the Settlement Agreements, the Company issued an aggregate of 1,340,598 shares of its common stock to each Employee a party thereto (each issuance, a “Settlement Payment”) in exchange and in full and complete consideration for such Employee’s execution of the Settlement Agreement, and in full and complete consideration for the resolution of any and all issues related to such Employee’s employment (in particular, disputes or claims arising out of compensation allegedly owed and unpaid to such Employee during the period beginning on September 1, 2024 and ending on December 15, 2024 (“Accrual Period”). Each Employee agreed that the Settlement Payment payable to it was above-and-beyond any prior or deferred wages due to such Employee during the Accrual Period. The number of shares issued to each Employee in the Settlement Agreement was calculated using the Company’s average stock price during the Accrual Period, which was $0.40 per share. The Settlement Payment to each Employee was as follows: (a) to Mr. Mathur, 729,155 shares of the Company’s common stock, the equivalent of $291,662; (b) to Mr. Cucher, 182,280 shares of the Company’s common stock, the equivalent of $72,912; (c) to Ms. Young, 145,833 shares of the Company’s common stock, the equivalent of $58,333; (d) to Mr. Chung, 130,205 shares of the Company’s common stock, the equivalent of $52,082; and (e) to the non-executive employees, an aggregate of 153,125 shares of the Company’s common stock, the equivalent of $61,250 of wages owed in the aggregate.

 

●January 13, 2025 – On January 13, 2025, the Company entered into debt conversion agreements with 4 vendors to settle outstanding debts in the aggregate amount of $7,963,978.93. Under these agreements, the Company issued an aggregate of 320,094 shares of Class C Stock. These shares can convert into 32,009,400 shares of the Company’s common stock. The Class C Stock was priced to each vendor at 12.5% of the total amount of the debt owed to each vendor plus agreed upon interest at 12.5%.

 

 

●January 13, 2025 – Effective as of January 13, 2025, the Company issued an aggregate of 3,285,598 shares of its common stock, which exceeds 5% of its issued and outstanding common stock, to (i) its executive officers and employees in connection with the Settlement Agreements and (ii) as fees for Board service for the last two years. As a result of these issuances, the Company has an aggregate of 12,308,613 shares of common stock issued and outstanding common stock as of January 14, 2025.

 

●January 13, 2025 – Effective as of January 13, 2025, the Board granted in the aggregate 1,945,000 shares of the Company’s common stock to its directors in connection with their services as directors of the Company between May 20, 2022, through December 31, 2024 (the “Director Payments”). The number of shares issued to the directors was calculated using the Company’s average stock price during the last year, which was $0.50 per share. The Director Payments consisted of: (a) 315,000 shares to Jaspreet Mathur for his accrued director fees of $157,500; (b) 315,000 shares to Bharat Raj Mathur for his accrued director fees of $157,500; (c) 315,000 shares to Amanda Saccomanno for her accrued director fees of $157,500; (d) 260,000 shares to Dan Fleyshman for his accrued director fees of $130,000; (e) 260,000 shares to Leon Anderson for accrued director fees of $130,000; (f) 240,000 shares to Michael Braun for accrued director fees of $120,000; and (g) 240,000 shares to Hassan Iddrissu for his accrued director fees of $120,000. No director received any compensation for his or her Board services prior to this date.

 

●January 23, 2025 – 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.
   
 ●January 24, 2025 – Effective as of January 24, 2025, 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.

 

●January 24, 2025 – 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”). 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.

 

●January 24, 2025 – On January 24, 2025, Limitless Films, Inc. (“Lender”), a subsidiary of Limitless X Holdings Inc. (the “Company”) entered into a Bridge Loan Agreement with a film producer (the “Borrower”) to finance part of the pre-production budget for Borrower’s upcoming film (the “Picture”) with an A-list actor. The Lender agreed to loan to Borrower on a secured basis one million dollars ($1,000,000) in order for Borrower to meet its cash flow requirements for the Picture (the “Loan”). Under the Bridge Loan Agreement, an affiliate of the Company and Lender, EM1 Capital LLC, solely owed and managed by Jaspreet Mathur, the Company’s Chief Executive Officer, Chairman of the Company’s board of directors, and a significant shareholder, advanced the Loan to Borrower pursuant to the terms of the Bridge Loan Agreement. The Loan bears an interest rate of twelve and one-half percent (12.5%) per annum from the date that the Loan funds were received by Borrower. The maturity date on the Loan is the earlier of (i) the first day of principal photography of the Picture, or (ii) December 15, 2025. The Bridge Loan Agreements grants Lender a security interest in Borrower’s copyright interest in the Picture and the screenplay.

 

●January 29, 2025 – On January 29, 2025, the Board of Directors (the “Board”) of Limitless X Holdings Inc. (the “Company”) approved an award of stock options (“Options”) to purchase shares of common stock, $0.0001 par value per share (“Common Stock”), to the Company’s executive officers and directors as follows: 200,000 Options to Jaspreet Mathur, the Company’s Chief Executive Officer and Chairman; 75,000 Options to Rob Cucher, the Company’s VP of Legal Affairs; 25,000 Options to Benjamin Chung, the Company’s Chief Financial Officer; 75,000 Options to Danielle Young, the Company’s Chief Operating Officer; 50,000 Options to Bharat Raj Mathur, a member of the Board; and 50,000 Options to Arthur Sarkissian, a member of the Board. These Options, which have an exercise price of $0.52 per share, vested immediately upon grant. These Options were awarded pursuant to the Company’s 2022 Incentive and Nonstatutory Stock Option Plan (the “Option Plan”) previously filed by the Company as Exhibit 4.3 to the Company’s Registration Statement on Form S-1 as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 14, 2024, and the above summary of the terms of these Options is qualified in its entirety by reference to the Option Plan.

 

●January 29, 2025 – On January 29, 2025, the Board also approved an award of shares of Common Stock restricted under Rule 144 of the Securities Act of 1933, as amended (“Restricted Stock”) to the Company’s executive officers as follows: 333,333 shares of Restricted Stock to Jaspreet Mathur, the Company’s Chief Executive Officer and Chairman; 150,000 shares of Restricted Stock Options to Rob Cucher, the Company’s VP of Legal Affairs; 50,000 shares of Restricted Stock to Benjamin Chung, the Company’s Chief Financial Officer; and 150,000 shares of Restricted Stock to Danielle Young, the Company’s Chief Operating Officer. The shares of Restricted Stock were awarded pursuant to the Company’s 2022 Restricted Stock Plan (the “Restricted Stock Plan”) previously filed by the Company as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 as filed with the SEC on February 14, 2024, and the above summary of the terms of the Restricted Stock is qualified in its entirety by reference to the Restricted Stock Plan.

 

 

●February 5, 2025 – Effective as of February 5, 2025, the Company, along with it wholly-owned subsidiary, Limitless X Inc., a Nevada corporation (“LSX”), entered into an endorsement agreement with Blowout Enterprises, LLC (“Blowout”), f/s/o Paul Michael DelVecchio Jr., p/k/a “Pauly D” a/k/a “DJ Pauly D” (“Pauly D”) (the “Endorsement Agreement”). The initial term of the endorsement agreement is three years and shall automatically renew for successive one-year terms unless a party gives notice of its intent not to renew at least 30 days prior to the expiration of any term. Under the Agreement, Blowout agreed to cause Pauly D to endorse and exclusively promote LSX’s dietary supplement products, specifically including the Company’s Oneshot Pre-Workout and such other mutually approved products (the “Endorsement”). In exchange for the Endorsement, the Company agreed to pay Blowout, on a pay-or-play basis, cash compensation of $150,000 per contract year. Additionally, the Company agreed to pay Blowout compensation in the form of the Company’s common stock, restricted under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) (“Restricted Stock”), equivalent to the fair market value of $100,000 based on the 30-day volume weighted average price. The Company is to pay Blowout $50,000 of Restricted Stock within a reasonable period of time following the execution of the Endorsement Agreement. The remaining $50,000 of Restricted Stock shall be paid by the Company to Blowout on the twelve-month anniversary of the effective date.
   
 ●February 7, 2025 – On February 7, 2025, the Company entered into a debt conversion transaction with Jaspreet Mathur to settle outstanding debt in the amount of $3,000,000, plus accrued interest the amount of $375,000, for an aggregate debt in the amount of $3,375,000. The Debt Conversion Agreement is attached as Exhibit 10.1 to this Current Report. In exchange for cancelling the Debt, The Company issued an aggregate of 135,000 shares of Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value of $0.0001 per share (“Series D Stock”) to Mr. Mathur. The Class D Stock was priced to 12.5% of the total amount of the debt owed to each vendor plus agreed upon interest at 12.5%. The shares of the Company’s Class D Stock are “restricted securities” as defined in Rule 144 of the Securities Act and are subject to restrictions on transfer and sale under applicable federal and state securities laws. The Company filed a Certificate of Designation (“Certificate”) for the Series D Preferred Stock with the Delaware Secretary of State on January 24, 2025. 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 Preferred Stock has no voting rights, other than as set forth in the Certificate of Designation or as required by law. 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.

 

●March 21, 2025 – Effective as of March 21, 2025 (“Effective Date”), Jaspreet Mathur (the “Holder”), Chief Executive Officer, Chairman, and a greater than 10% shareholder in Limitless X Holdings Inc. (the “Company”) entered into a promissory note with the Company (the “Promissory Note”) in the amount of $500,000.00 plus accrued interest at the agreed upon rate of 12.5% fixed equaling the total sum of $562,500.00 (the “Full Balance”). The Company will pay Holder the Full Balance on or before the Maturity Date (defined herein below). The Maturity Date of the Promissory Note is (i) September 21, 2025 or (ii) the date on which the Company secures funding of at least $1 million in an offering, whichever comes first (the “Maturity Date”). Additionally, in consideration for Holder’s willingness to enter into the Promissory Note, the Company shall cause to be issued in the aggregate 225,000 shares of the Company’s common stock and 10,000 shares of the Company’s Class D Preferred Stock to the Holder within two business days (or a reasonable time) after the Effective Date. The issuance of restricted shares of the Company’s common stock and Class D Preferred Stock under the Promissory Note is exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The Holder is sophisticated and represented in writing that he is an accredited investor and acquired the securities for his own account for investment purposes. A legend will be placed on the stock certificates issued to Holder stating that the securities are “restricted securities” under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.