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 9, 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., #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.

 

Employee Settlement Agreements

 

Effective as of January 13, 2025, Limitless X Holdings, Inc. (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 20, 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. The shares of the Company’s common stock issued to each Employee are “restricted securities” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and are subject to restrictions on transfer and sale under applicable state and federal securities laws (“Restricted Stock”).

 

The foregoing description of the Settlement Agreements is qualified in its entirety by reference to the full text of each Settlement Agreement, and a copy of the form of Settlement Agreement signed by each Employee is attached hereto as Exhibit 10.1.

 

Debt Conversion Agreements with Certain Vendors

 

On January 13, 2025, the Company entered into debt conversion agreements with 4 vendors (the “Vendor Debt Agreements”) to settle outstanding debts in the aggregate amount of $7,963,978.93. Under the Vendor Debt Agreements, the Company issued an aggregate of 320,094 shares of Class C Stock (defined below in Item 3.02). 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%. The shares of the Company’s Class C Stock and shares of the Company’s common stock issuable upon conversion of the Class C 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 foregoing description of the Vendor Debt Agreements is qualified in its entirety by reference to the full text of each Vendor Debt Agreement, and a copy of the form of the Vendor Debt Agreement signed by each vendor is attached hereto as Exhibit 10.2.

 

Item 3.02 Unregistered Sale of Equity Securities.

 

The information set forth in Items 1.01, 3.03, and 8.01 of this Current Report and the Exhibits attached to this Current Report are incorporated herein by reference into this Item 3.02.

 

 

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.

 

Effective as of January 13, 2025, the Company issued 320,094 shares of its Class C Convertible Preferred Stock (the “Class C Stock”) to 4 vendors to settle outstanding debts of $7,963,978.93. The Class C Stock is convertible into 32,009,400 shares of the Company’s common stock at any time at the option of the holder of the Class C Stock.

 

Shares of the Company’s common stock and the Class C Stock issued in the transactions described herein are exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act. Each of the executive officers, directors, employees, and vendors is an “accredited investor” as defined in Regulation D or “sophisticated investor” and was acquiring the shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the shares of the Company’s common stock and the Class C Stock were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

As previously disclosed, on January 2, 2025, the Company filed a Certification of Designation of Class C Convertible Preferred Stock with the Secretary of State of Delaware and in accordance with the Delaware General Corporation Law (the “Original Certificate of Designation”).

 

On January 9, 2025, the Company filed an Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock (the “Amended and Restated Certificate of Designation”) with the Secretary of State of Delaware and in accordance with the Delaware General Corporation Law. The Amended and Restated Certificate of Designation was approved by the Company’s board of directors (the “Board”) on January 3, 2025. The Amended and Restated Certificate of Designation amends and restates the Original Certificate of Designation to remove a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of the Company’s common stock issuable upon conversion of Class C Stock held by the applicable holder.

 

The summary of the rights, privileges and preferences of the Class C Stock described above in this Item 3.03 is qualified in its entirety by reference to the Amended and Restated Certificate of Designation, which is attached to this Current Report as Exhibit 3.1.

 

The information contained in the section titled Debt Conversion Agreements with Certain Vendors in Item 1.01 of this Current Report and the entire text of the form Vendor Debt Agreement attached to this Current Report as Exhibit 10.2 are incorporated into this Item 3.03 by reference.

 

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information contained in the section titled Employee Settlements Agreements of Item 1.01 of this Current Report is incorporated by reference into this Item 5.02.

 

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

 

The information contained in Item 3.03 of this Current Report is incorporated by reference into this Item 5.03.

 

 

Item 8.01 Other Information

 

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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibit

 

3.1		Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock of Limitless X Holdings Inc.
10.1		Form of Settlement Agreement
10.2		Form of Vendor Debt Agreement
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 15, 2025	By:	/s/ Jaspreet Mathur
	Name:	Jaspreet Mathur
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

January 9, 2025

 

CONFIDENTIAL SETTLEMENT COMMUNICATION

 

On [●] you entered into an employment agreement (Exhibit A) with Limitless X Holdings, Inc. (the “Company”). The Agreement provided that you would be paid minimum wage until the Company was sufficiently liquid to pay your cash salary as contemplated by that agreement. Due to continued cash flow challenges, and in exchange for your signature on the enclosed Settlement Agreement and Release of Claims, the parties have agreed to settle all amounts potentially owed via issuance of [●] shares of the Company’s common stock for pay periods [●], 2024. In order for you to receive this stock, you must provide the signed Agreement to us on or before January 26, 2025. In turn, the Company will issue these shares within thirty (30) days of receiving your signed and timely Agreement, provided you have not revoked it.

 

By signing the Agreement, you are releasing the Company from any liability it may have to you regarding salary payment issues during your employment. You will also be waiving any right you may have to sue the Company over wage issues. The Company believes that it has been compliant with all wage-and-hour regulations. That said, because there is a bona fide dispute over whether the Company owes you additional salary payments, we are making this offer to ensure that the Company’s payment methodology did not result in a loss to you.

 

 

SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS

 

This Settlement Agreement and Release of Claims (“Agreement”) is entered into by and between Limitless X, Inc. (“the Company”) and [●] , an employee of Company (“Employee”).

 

R E C I T A L S

 

A. Employee has raised concerns that the Company owes Employee salary, which amounts are disputed;

 

B. Employee and the Company desire to avoid any disputes or claims arising out of Employee’s claims against the Company (the “Dispute”) and;

 

C. Employee and the Company desire to compromise, settle and release these and all other claims, whether known or unknown, arising out of the Dispute.

 

In consideration of the mutual covenants and promises herein contained, and to avoid the unpredictability of litigation, it is hereby agreed by and between the parties as follows:

 

1. Payments. As full and complete consideration for Employee’s signature on this Agreement, Employee shall receive the following:

 

Issuance of [●] shares (“Shares”) of the Company’s common stock, the equivalent of ($[●]) (the “Settlement Payment”). Employee acknowledges that this Settlement Payment is above-and-beyond any prior or deferred wages due to Employee under Company’s policies, and is being provided to Employee in exchange for this Agreement. Employee acknowledges that the Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act of 1933, as amended and are subject to restrictions on transfer and sale under appliable state and federal securities laws. Employee represents that he is acquiring the Shares for investment purposes and not with any present view toward resale, transfer or other disposition of the Shares. Employee acknowledges that he certificates representing the Shares will bear a restrictive Rule 144 Legend (or stop transfer instructions if issued in book entry form).

 

Employee hereby warrants, represents and agrees that the Settlement Payment will constitute full and complete consideration for Employee’s execution of this Agreement and resolution of any and all issues related to Employee’s employment with Company through the Effective Date and that no payments, costs, expenses or other compensation of any kind or nature whatsoever will be paid to Employee in connection therewith other than the Settlement Payment.

 

 

2. Indemnification. Employee agrees to indemnify, hold harmless, and defend Company and Company’s members, officers, directors, present or former employees, administrators, agents and assigns against any and all claims or liabilities that may be asserted by any governmental agency (including but not limited to any local, state, or federal taxing authority or agency) with respect to any local, state, or federal taxes that may be required as a result of such Settlement Payment. This indemnity will continue in full force and effect for so long as any governmental agency can or may assert such a claim against Company.

 

3. No Admission of Liability. Employee and Company each hereby acknowledges that the foregoing consideration does not constitute an admission of liability, express or implied, on the part of Company or any of the Released Parties (as defined below in paragraph 6(a)) with respect to any fact or matter that may be involved in the Dispute. Employee acknowledges that Company denies that it or any of its employees, officers, directors, and/or agents ever acted toward Employee or any other individual in a manner which would constitute a violation of any constitutional, statutory, or common law right, whether under state or federal law. Employee further acknowledges that Company is providing Employee with the Settlement Payment solely for the purpose of resolving all the issues which are the subject of the Dispute.

 

4. No Workers’ Compensation Claim. Employee represents that Employee has not filed a claim for workers’ compensation benefits and has no known occupational injury or illness.

 

5. No Pending Litigation. Employee hereby represents that there is no pending action filed in any court of law against Company or Release Parties in connection with Employee’s employment with Company, and that there is no pending charge or complaint filed with any state, federal, or local agency, including but not limited to the Equal Employment Opportunity Commission, the Department of Fair Employment and Housing, the Department of Labor, the California Labor Commissioner, and/or the Department of Labor Standards Enforcement.

 

 

6. General Release. Employee (for Employee, Employee’s heirs, administrators, executors, agents and assigns) does hereby forever release, waive, discharge and covenant not to sue Company, and/or any related entity, and/or each of their respective current or former predecessors, successors, parent entities, owners, subsidiaries, members, officers, directors, partners, trustees, shareholders, attorneys, insurers and reinsurers, employees and/or former employees, representatives, agents and assigns, and their respective current and former parent companies, subsidiaries and other affiliated companies as well as any of their respective current and former insurers, directors, officers, agents, shareholders, and employees (collectively the “Released Parties”), with respect to any and all claims, assertions of claims, debts, demands, actions, suits, expenses, attorneys’ fees, costs, damages and liabilities of any nature, type and description, known or unknown, arising out of any fact or matter in any way connected with the Dispute, Employee’s employment, and/or prior contractor relationship with Company, if applicable.

 

This release specifically includes (but is not limited to) any claims under any foreign national, federal, state or local employment, wrongful dismissal, fair employment practices, tort claims, contract claims, civil rights or any other laws or regulations, including, but not limited to, the California Constitution, the California Labor Code (including but not limited to Sections 132a and 4553), the California Fair Employment & Housing Act, the California Government Code, the California Civil Code, the California Penal Code, Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act, the Employee Retirement Income Security Act, the Civil Rights Act, the Equal Pay Act, the Americans with Disabilities Act, the United States Constitution, and/or any other local, state, or federal law governing discrimination in employment and/or the payment of wages and benefits.

 

This release will apply to all known, unknown, suspected, unsuspected, anticipated, and unanticipated claims, liens, injuries and damages, including, but not limited to, claims arising out of or relating to Employee’s employment relationship with Company, including, without limitation, claims sounding in tort or contract, claims for compensation, benefits or other remuneration, or for attorneys’ fees, costs or disbursements, claims for physical and/or emotional distress or injuries, and claims based upon any other duty or obligation of any kind or description, whether arising in law, under statute, or in equity, which can lawfully be released under federal and state law. This release does not affect any legal rights that Employee may have that arise after Employee has signed the Agreement.

 

Employee understands and for valuable consideration hereby expressly waives all of the rights and benefits of Section 1542 of the California Civil Code, which section reads as follows:

 

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

 

 

7. Consideration and Revocation Period. Employee acknowledges with Employee’s signature on this Agreement that Employee has had at least 21 days within which to consider this Agreement and its consequences, or that Employee has been advised of Employee’s right to that 21-day period and has voluntarily waived that 21-day period. Employee further acknowledges that Employee has been advised that Employee has seven (7) days after Employee’s execution of this Agreement to revoke it. Any such revocation must be in writing and delivered to a company execuitve. Employee further acknowledges that Employee has read this Agreement in its entirety and that Employee fully understands all of the terms and conditions contained herein. Employee further acknowledges that Employee is entering into this Agreement knowingly, voluntarily and of Employee’s own free will, and has been advised to consult with an attorney. Notwithstanding any other provision of the Agreement, the parties agree that the Agreement will not be interpreted as a waiver of any claims Employee may have against the Company under the Age Discrimination in Employment Act (“ADEA”) arising after the Effective date of the Agreement, which shall be the 8th day after Employee signs this Agreement without revocation.

 

8. Confidentiality. To the extent permissible under applicable law, Employee agrees that the existence of this Agreement and the terms of this Agreement, including, without limitation, the Settlement Payment and the amount of the Settlement Payment are absolutely confidential. Employee agrees Employee will not: (i) communicate or disclose in any way to any individual (including present and former employees of Company) the existence of and/or the amount of the Settlement Payment made by Company; (ii) give any indication of the amount of the Settlement Payment; or (iii) voluntarily (where not compelled by legal process by a court or government agency) testify against Company. Employee may communicate the terms and conditions of this Agreement only: (A) to those rendering financial or legal advice to Employee and having a bona fide need to know such terms and conditions (collectively “Advisors”); (B) to government agencies for tax purposes (such as the IRS and the Franchise Tax Board); (C) when compelled by legal process by a court or governmental agency; or (D) to Employee’s spouse; provided, however, that Employee will advise any such individuals beforehand of the existence of Employee’s confidentiality obligations under this Agreement and the recipient’s corresponding obligations to comply therewith. Any violation of this confidentiality requirement by the individuals within groups 8(a)(A) and (D) will be treated as a violation of this Agreement by Employee.

 

 

9. Non-Disparagement/Litigation Assistance. To the extent allowable under applicable law (and without regard to Employee’s rights under the National Labor Relations Act), Employee agrees: (a) not to further disclose the substance of any allegations Employee may have against Company to anyone; (b) to refrain from any disparagement of Company and any Released Parties; and (c) not to assist in the prosecution of litigation against Company or any Released Parties except as compelled by legal process by a court or government agency. Employee further agrees not to commence, maintain, prosecute or participate in (except as may be required by law, pursuant to court order, or in response to a valid subpoena) any action, charge, complaint, or proceeding of any kind (on Employee’s own behalf and/or on behalf of any other person or entity and/or on behalf of or as a member of any alleged class or representative body of persons) in any court, or before any administrative or investigative body or agency (whether public, quasi-public or private) against Company or any Released Parties with respect to any act, omission, transaction or occurrence arising out of the Dispute. To the extent Employee is permitted by law to exercise rights in a government agency form, by signing this Agreement, Employee understands that Employee is waiving Employee’s right to receive monetary relief based on claims asserted in any such agency proceeding, except where such a waiver is prohibited, such as Employee’s right to receive an award for information provided to any government agencies. Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

 

10. Arbitration. The parties agree to resolve any disputes that they may have with each other regarding the validity, interpretation, or effect of this Agreement or any alleged violations of it, through final and binding arbitration. The arbitration will take place under the JAMS employment arbitration rules and procedures in Los Angeles, California before an experienced employment arbitrator licensed to practice law in California who has been selected in accordance with such rules, and who has no conflict of interest with either party or either party’s attorney. The arbitrator may not modify or change this Agreement in any way. All out-of-pocket costs of the arbitration, including the fees of the arbitrator, the costs of any record or transcript of the arbitration, administrative fees, and other fees and costs will be paid in equal shares by Employee and Company prior to the arbitration. Employee and Company agree that the prevailing party at the arbitration will be entitled to all reasonable costs and attorneys’ fees incurred in enforcing any of the terms, conditions, or provisions hereof.

 

11. Voluntary Agreement. Each party expressly declares and represents that it has read and understood the meaning of the terms and conditions contained in this Agreement, and that such party has had the opportunity to consult with legal counsel prior to executing this Agreement. Each party further declares and represents that it fully understands the content and effect of this Agreement and that such party approves and accepts the terms and conditions contained herein, and that this Agreement is executed freely and voluntarily without coercion and with approval of counsel.

 

12. Use of Agreement. Employee and Company agree that this Agreement may be used as evidence in a subsequent proceeding in which either of the parties allege a breach of this Agreement.

 

 

13. Attorneys’ Fees. Employee and Company agree that if any action is brought to enforce the terms, conditions and provisions of this Agreement, the prevailing party will be entitled to all reasonable costs and attorneys’ fees incurred in enforcing any of the terms, conditions and provisions hereof except as prohibited under applicable law.

 

14. Headings. The headings contained in this Agreement have been inserted for identification and reference purposes only and will not be used in the construction or interpretation of this Agreement.

 

15. Severability. If any provision or provisions of this Agreement will be held invalid, illegal or unenforceable, the validity, legality and/or enforceability of the remaining provisions will not in any way be affected or impaired thereby. If any terms or sections of this Agreement are determined to be unenforceable, they will be modified so that the unenforceable term or section is enforceable to the greatest extent possible.

 

16. California Law. This Agreement will be governed by and construed under the laws of the State of California without reference to principles of choice of law thereof.

 

17. Entire Agreement. This Agreement and its exhibits constitute the entire Agreement between Employee and Company, except the Confidentiality Agreement signed by Employee upon hire. Company has made no promises to Employee other than those contained in this Agreement.

 

18. Modification of Agreement. No modification or waiver of any provision of this Agreement will be valid unless in writing and signed by Employee and an officer of Company.

 

19. Counterparts/By Facsimile/PDF. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one in the same instrument. Facsimile copies, scanned copies and/or photocopies of signatures shall be deemed valid as originals. Accordingly, such reproductions of original signatures by any reliable means shall be given the same legal weight and effect as original signatures, and the parties waive any rights they may have to object to such treatment.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement (consisting of 19 paragraphs) as of the dates listed below. This Agreement will expire 21 days after Employee receives this Agreement if not signed and returned to Danielle Young, Chief Operating Officer.

 

			LIMITLESS X, INC.
			By:
[●]
			Title:
Dated:			Dated:

 

 

Exhibit 10.2

 

DEBT CONVERSION AGREEMENT

 

This Debt Conversion Agreement (referred to as this “Agreement”), dated as of [●] (the “Closing Date”), is entered into by and between Limitless X Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Creditor”). The parties to this Agreement may be referred to individually as a “Party” and collectively as the “Parties.”

 

RECITALS:

 

WHEREAS, the Company and the Creditor entered into a financial relationship whereby Creditor would pay a series of vendor debts, including debts incurred by the Company for sales and marketing purposes, communications, legal matters, professional fees, and other miscellaneous costs and expenses for the Company’s benefit (“The Debt Agreement”), which Creditor did pay in full over the past 24-month period, creating a total amount owed from the Company to Creditor of $[●], not including interest (“the Debt”);

 

WHEREAS, the Debt has not been paid to the Creditor as of the date of this Agreement and is due and payable, and the Company has not made any payment on the Debt (the “Default”);

 

WHEREAS, the Company has offered to the Creditor an exchange of their interests in the Debt for shares of the Company’s designated Preferred Class C stock (“Class C Stock”);

 

WHEREAS, pursuant to the Debt Agreement and to the agreement between the Parties hereto, the principal and interest of the Debt will be convertible into shares of the Company’s Class C Stock;

 

WHEREAS, no portion of the Debt has been converted into shares of the Company’s Common or Preferred Stock as of the date hereof;

 

WHEREAS, in consideration of the Company’s agreement to convert the Debt into shares of the Company’s Class C Stock, and of the Creditor’s agreement to waive collections and release the Company from financial debt obligations, the Parties agree to convert the Debt in full to a total of [●] shares of Class C Stock based on a settlement and compromise of principal and unpaid interest accrued through the Closing Date, priced at 12.5% of the total amount of the Debt plus agreed upon interest at 12.5%; and

 

WHEREAS, The Creditor has reviewed the terms of the Class C Preferred Stock, including the key terms of a 100:1 conversion rate to Common Stock, and desires to exchange their interest in the Debt for shares of the Class C Stock at the conversion rate set forth above.

 

NOW THEREFORE, in consideration of the releases and agreements made herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each Party, it is hereby agreed as follows:

 

 

AGREEMENT:

 

1. Conversion of Debt; Change in Exercise Price. Subject to the terms and conditions set forth herein, on the Closing Date (defined below), all of the outstanding principal amount and interest accrued through the Closing Date as to the Debt, or $[●], plus interest on the Debt set at 12.5% flat on the balance, or $[●], will convert into the number of shares of the Company’s Class C Stock, as determined based on the agreed upon conversion rate, for a total amount of [●] shares (the “Shares”).

 

2. Manner of Conversion/Termination of Debt. On the Closing Date, the Company shall issue and deliver to the Creditor or to such other party as directed by the Creditor, a certificate, transfer agent record, or other document evidencing the Shares of the Company’s Class C Stock issued upon conversion as set forth hereinabove, and upon receipt of such certificate, record, or other document evidencing the Shares of Class C Stock by the Creditor, the Debt will be deemed paid in full and the accrued interest will be deemed satisfied, with no further obligations thereunder or for the borrowing evidenced by the Debt Agreement, and all rights of the Creditor under the Debt Agreement shall cease and the Creditor shall be deemed to be a holder of record of the Shares of Class C Stock of the Company into which the Debt was converted. The Creditor’s execution of this Agreement, with a copy of the Stock Issuance to the Creditor shall serve as its acknowledgement of satisfaction of the Default and Debt Agreement.

 

3. Representations of the Creditor. The Creditor represents and warrants to the Company that:

 

(a) The Creditor has, and at the time immediately prior to the Closing Date, will have, good and valid title to the Debt, free and clear of all liens, security interests, encumbrances, equities, and claims, with no defects of title whatsoever.

 

(b) The Creditor is not a party to or bound by any agreement, or any judgment, decree, or ruling of any governmental authority, affecting or relating to the Creditor’s right to convert the Debt.

 

(c) The Creditor acknowledges that the Shares will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) (“Rule 144”) and that the certificates evidencing the Shares will include this legend:

 

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

 

(d) The Creditor further acknowledges that the Shares cannot be sold unless registered with the United States Securities and Exchange Commission (“SEC”) and qualified by appropriate state securities regulators, or unless the Creditor obtains written consent from the Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

 

 

(e) The Creditor has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares. The Creditor represents that it is able to bear the economic risk of the investment and at the present time can afford a complete loss of such investment. The Creditor has had a full opportunity to inspect the books and records of the Company, including all reports filed by the Company with the SEC, and to make any and all inquiries of the Company’s officers and directors regarding the Company and its business as the Creditor has deemed appropriate.

 

(f) The Creditor is an “Accredited Investor” or as a “sophisticated investor” as defined in Regulation D of the Securities Act of 1933 (the “Act”) or the Creditor, either alone or with its professional advisers who are unaffiliated with, have no equity interest in and are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that the Creditor is capable of evaluating the merits and risks of an investment in the Shares offered by the Company and of making an informed investment decision with respect thereto and has the capacity to protect the Creditor’s own interests in connection with the Company’s proposed investment in the Shares.

 

(g) The Creditor is acquiring the Shares solely for the Creditor’s own account as principal, for investment purposes only, and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Shares.

 

(h) The Creditor will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and fully understands and agrees that the Creditor must bear the economic risk of the Creditor’s purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

 

4. Release by the Creditor. Except with respect to the obligations created by or arising out of this Agreement, the Creditor for themselves and their respective heirs, family members, executors, officers, directors, employees, accountants, experts, investors, shareholders, administrators, attorneys, divisions, subsidiaries, predecessor and successor corporations, hereby fully and forever releases and absolutely discharges the Company, its officers, directors, employees, investors, shareholders, administrators, attorneys, affiliates, divisions, subsidiaries, predecessors and successors, and assigns from, and agrees not to sue concerning, any claim, demand, duty, debt, liability, account, reckoning, obligation, cost, expense, lien, attorneys’ fee, action, cause of action, or rights such the Creditor has or may have against the Company as of the date of this Agreement relating to:

 

(a) any and all claims relating to or arising from the Default, including all claims there were or could have been alleged in the Default;

 

 

(b) any and all claims relating to or arising from the Debt Agreement, including the Funding Commitment Letter, and including all claims there were or could have been alleged regarding the conversion rate of any of the Debt Agreement; and

 

(c) any and all claims for attorneys’ fees and costs incurred in connection with the Default.

 

Nothing contained herein shall be construed as releasing any claim that may arise after the date of this Agreement.

 

5. Waiver of Section 1542. The Creditor acknowledges that their legal counsel has advised them of and/or they are familiar and understand with the provisions of California Civil Code section 1542, which reads as follows:

 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH DEBTOR.”

 

The Creditor acknowledges that facts in addition to or different from those which are now known or believed by them to be true may hereafter be discovered with respect to the subject matter of the released claims, and the Creditor hereby accepts and assumes the risk that the facts may turn out to be different and agree that the release will remain fully enforceable and not subject to termination or recission, notwithstanding any such difference in facts. The Creditor hereby waives and relinquishes all rights or benefits which he/it presently has or may have or at any time in the future will or may have under and pursuant to the above statute, and any and all similar provisions contained in the law of any jurisdiction(s), whether within or outside the United States, to the full extent that the Creditor may lawfully waive such rights with respect to the subject matter of the releases contained in this Agreement.

 

In executing this waiver, the Creditor acknowledges that they have consulted with and had the advice of or had the opportunity to consult with, and was urged by the Company to consult with, an attorney duly admitted to practice in the State of California. The Creditor is executing this Agreement after independent investigation and without fraud, duress, or undue influence.

 

6. Miscellaneous Provisions.

 

(a) Conflict Waiver. The signatory for Creditor below also serves as an officer of and on the Board of Directors for the Company but the terms and conditions contained in this Agreement, and the negotiation hereof, have been and/or will be approved by the Company’s management team and independent directors without any direction, advice, recommendations, or input from the Creditor or any of its officers or directors including the undersigned.

 

 

(b) Legal Fees. Each Party will pay his or its own legal fees and costs with respect to this Agreement. In the event of any legal proceeding to enforce this Agreement, or any of its terms, the prevailing Party shall recover its reasonable costs and attorneys’ fees and costs.

 

(c) Related Parties; Successors in Interest. The Parties hereby agree that this Agreement shall be binding upon the Parties and each of them, and, as applicable, upon (i) their predecessors, successors, and heirs; (ii) their affiliates, subsidiaries, divisions, alter egos, and related entities; and (iii) their officers, directors, trustees, partners, parents, stockholders, employees, attorneys, assigns, agents and representatives, and any or all of them.

 

(d) No Admission. The Parties expressly agree that this Agreement is made in compromise of all actual or potential claims related to the Debt Agreement, and with no admission as to fault or liability by any of them.

 

(e) No Assignment. This Agreement, and any and all rights, duties, and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Party without the prior written consent of the other Parties. Any attempt by a Party without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void.

 

(f) Advice of Counsel. Each Party represents that it has been represented, or has had the opportunity to be represented, by independent legal counsel of its own choice throughout all of the negotiations that preceded the execution of this Agreement and that it has executed this Agreement with the consent and upon the advice of such independent legal counsel, or that it has had the opportunity to seek such consent and advice. Each Party acknowledges that it has read this Agreement and assents to all the terms and conditions contained herein without any reservation whatsoever and that it has had the opportunity to have the same explained to it by its own counsel, who have answered any and all questions which have been asked of them, with regard to the meaning of any provision hereof.

 

(g) Waiver; Entire Agreement. A provision of this Agreement may be waived or amended only by a writing signed by the waiving Party. This Agreement contain the entire agreement and understanding of the Parties concerning the subject matter hereof, and supersede and replace all prior negotiations, proposed agreements, representations, and agreements. Each of the Parties acknowledges that it is not executing this Agreement in reliance on any promise, representation, or warranty not contained in this Agreement.

 

(h) Severability. If any word, clause, phrase, sentence, or paragraph of this Agreement is declared void or unenforceable, such portion shall be considered independent of, and severable from the remainder, the validity of which shall remain unaffected.

 

(i) Governing Law; Forum & Venue. This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California, without regards to its conflict of laws provisions. Any lawsuit between the Parties arising out of or relating to this Agreement shall be brought only in a federal or state court located in the County of Los Angeles in the State of California, without regard to where any such dispute may arise. The Parties agree that both forum and venue in any such courts located in the County of Los Angeles in the State of California is proper and not inconvenient and submit to the personal jurisdiction of such courts for purposes of enforcing the terms and conditions of this Agreement or for the adjudication of any action or proceeding relating to or arising out of this Agreement. Further, the Parties agree that any judgment obtained in any such court located in the County of Los Angeles in the State of California may be enforced in a court of competent jurisdiction located in any other jurisdiction.

 

 

(j) Construction; Counterparts; Signatures. The headings of sections herein are for convenience of reference only and shall not affect the meaning and interpretation of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be an original as against any Party who signs it, and all of which shall constitute one and the same document. Signatures transmitted by email, facsimile, or other means of electronic communication shall be deemed original signatures and shall be binding as if they were original signatures.

 

IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.

 

COMPANY:			CREDITOR:
Limitless X Holdings, Inc.,			[●]
a Delaware corporation
By:			By:
Name:	Danielle Young		Name:	[●]
Title:	Chief Operating Officer		Title:	[●]

 

 

v3.24.4

Cover	Jan. 09, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 09, 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	#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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