Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported on a Current Report on Form 8-K that was filed with the
Securities and Exchange Commission on May 13, 2022, on May 11, 2022 Bio Lab
Naturals, Inc., a Delaware corporation (the "Company"), entered into a Share
Exchange Agreement (the "Agreement") with Limitless X, Inc., a Nevada
corporation ("LimitlessX"), and its 11 shareholders (the "LimitlessX
Acquisition").
The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by
issuing an aggregate of 97 million shares to the LimitlessX shareholders (the
"Closing"). According to the terms of the Agreement, the Company is obligated to
issue an additional nine million shares of common stock to the LimitlessX
shareholders pro rata to their interests in approximately six months from
Closing. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the
founder and principal shareholder of LimitlessX, also purchased from Helion
Holdings LLC, 500,000 shares of the Company's Class A Preferred Convertible
Stock, which at all times have a number of votes equal to 60% of all the issued
and outstanding shares of common stock of the Company.
Certain shareholders of the Company, owning 4,308,000 shares of common stock of
the Company in the aggregate, agreed to enter into Lock-up/Leak Out Agreements
whereby for a period of 180 days following Closing (the "Lock Up Period") those
shareholders agreed not to sell, pledge or transfer any of the lock-up shares.
Upon expiration of the Lock-Up Period, these shareholders shall be permitted to
sell, transfer, and convey up to 15% of the lock-up shares during each calendar
month during the six-month period following termination of the Lock-up Period,
following which the provisions of the Lock-Up/Leak Out Agreements shall
terminate. The foregoing descriptions of the Lock-up/Leak Out Agreements do not
purport to be complete and are qualified in their entirety by reference to the
form of these agreements which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Limitless X, Inc., a corporation incorporated under the laws of Nevada in
September 2021, specializes in creating, and marketing leading
direct-to-consumer products and services that include certain proprietary
lifestyle brands and health and fitness products and accessories. The LimitlessX
mission is to launch products and services which make people look good and feel
great. In December 2021, LimitlessX entered into Manufacturing & Distributorship
License Agreements ("MDLA Licenses") with (i) Divatrim Inc. ("Divatrim"), (ii)
Smilz Inc. ("Smilz"), (iii) Amarose Inc. ("Amarose") and (iv) Limitless
Performance, Inc ("LPI" and together with Divatrim, Smilz and Amarose, the
"Affiliated Licensors"). Each of the Affiliated Licensors is substantially owned
and controlled by Jaspreet Mathur, the founder of LimitlessX, who following the
LimitlessX Acquisition is also the controlling shareholder and chief executive
officer of the Company.
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Divatrimhas developed and owns the rights to weight management, weight loss
supplements and related products which it has designed and has been
manufacturing, marketing and selling under the Divatrim name and design logo,
with established brand awareness and significant sales from its inception in
2020.
Smilz has developed and owns the rights to certain CBD and related lifestyle
products which it has designed and has been manufacturing, marketing and selling
under the Smilz name and design logo, with established brand awareness and
significant sales from its inception in November 2020.
Amarosehas developed and owns the rights to skincare, health and beauty products
which it has designed and has been manufacturing, marketing and selling under
the Amarose name and design logo, with established brand awareness and
significant initial sales from its inception in 2020.
LPI has developed and owns the rights to certain nutraceutical, dietary
supplement, and related lifestyle products which it has designed and has been
manufacturing, marketing and selling under the LPI name and design logo, with
established brand awareness and significant sales from its inception in 2016.
Under the MDLA Licenses each of the Affiliated Licensors granted to LimitlessX,
on the terms and conditions of their respective agreements and under any
respective exhibits attached and made a part of those agreements, the following
rights exclusive of all other entities and persons:
a) To design or redesign the products of the respective Affiliated
Licensors (the "Affiliated Licensor Products"):
b) To manufacture the respective Affiliated Licensor Products under
such design Specifications as may be mutually agreed upon by the respective
Affiliated Licensors and LimitlessX from time to time;
c) To promote, sell and distribute the Affiliated Licensor Products in
the United States and its territories and possessions (the "Territory");
d) To use the existing designs of the Affiliated Licensor Products
and all intellectual property rights associated with or for such Affiliated
Licensor Products, including all Trademarks and Patent rights, with the sale,
promotion and distribution of the Affiliated Licensor Products in the Territory,
including the display of any Trademarks, and all other designs or marks which
could be or that are actually later registered with the United States Patent and
Trademark Office ("USPTO"), on LimitlessX vehicles and other merchandising
equipment, and on stationery, packaging and other advertising and promotional
materials;
e) To use the existing domain names, web addresses, telephone
lines, third-party vendors, and any other operational element currently in use
. . .
Item 3.02 Unregistered Sales of Equity Securities
In May 2022 the Company entered into four consulting agreements with four
consultants, each having a term of six months, pursuant to which each consultant
agreed to provide services including, but not limited to, general business
advice, capital structuring, potential acquisitions, board member recruitment,
and advice and assistance with Company regulatory reporting and disclosure
requirements. The Company agreed to issue a total of one million shares of
restricted stock to these consultants. This description of the consulting
agreements does not purport to be complete and are qualified in their entirety
by the Form of Consulting Agreement attached hereto as Exhibit 10.2 and
incorporated by this reference.
As described in Section 2.01, the Company became obligated to issue an aggregate
of 106 million shares of common stock in connection with the share exchange with
the LimitlessX shareholders, of which 97 million shares were issued to them
effective May 20, 2022 and an additional nine million shares will be issued to
them pro rata to the share interests of the LimitlessX shareholders within six
months from May 20, 2022. The foregoing share issuances were or will be issued
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended since
among other things the transactions did not involve a public offering.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On the Closing and pursuant to the terms of the Agreement, W. Edward Nichols,
Darrell Avey, Jeremy Ostler and Calvin D. Smiley, Sr. resigned as officers and
directors of the Company.
On the Closing and pursuant to the provisions of the Agreement Jaspreet Mathur,
Bharat Raj Mathur, Kenneth Haller, Amanda Saccomanno and Dov Konetz were
appointed directors of the Company. Jaspreet Mathur was appointed as the
Company's Chairman and Chief Executive Officer, Kenneth Haller was appointed as
President, Danielle Young was appointed as Chief Operating Officer and Benjamin
Chung was appointed as Chief Financial Officer.
Jaspreet Mathur, age 37, on May 20, 2022 became the Chairman, Chief Executive
Officer and a member of the Board of Directors of the Company. In January 2011,
he launched Kore Fit Living, a chain of retail stores across Canada specializing
in sales of vitamins and supplements, sports nutrition, athletic apparel
and fitness/MMA training equipment. In 2013 he launched a web agency, Emblaze
One, as a full-service interactive agency with global offices to accommodate a
consumer market shift from brick and mortar to e-commerce. In November 2018, he
launched the Limitless brand, which manufactures and distributes health and
wellness products and offers B2B services for brand development and digital
marketing. In January 2022, he teamed up with Dr. Mehmet Oz, and a nonprofit
organization called HealthCorps to jumpstart health and wellness programs that
are targeted at teens and young adults.
Kenneth Haller, age 36 , became the President of the Company on May 20, 2022.
From January 2021 until April 2022 he was Vice President Payments at Greenbox, a
software company that designs and develops mobile applications for cash-free
e-wallet payments. From May 2013 until May 2022 he was Managing Partner of SKY
MIDS a strategic merchant services company that focuses on high risk &
international credit card processing. During this same period until 2021 he was
chief executive officer of ChargeSavvy, LLC a table-side checkout POS system
that streamlines information gathering and payment processing.
Danielle Young, 35, has been in public accounting for 10 years. In 2015 she was
hired by Benjamin & Young, LLP, a mid-size CPA firm in Orange County, CA as part
of their tax department. In 2019, she left Benjamin & Young and joined Benjamin
& Ko, spearheading their operations as well as the Director of Internal Audit,
working with major Public corporations such as The Habit Burger, Aerovironment
and Ducommun Aerospace. After leaving Benjamin & Ko, she started her own
consulting firm, Irvine Advisory Services in July 2021, focusing on IPO
readiness preparation, Internal Audit and corporation management. She was also
recently elected as a board member for The Miss America Foundation.
Benjamin Chung, 46, has been in public accounting for over 15 years. From
1999-2004 Mr. Chung was an Audit Manager at PricewaterhouseCoopers, from
2004-2007 Mr. Chung was an audit manager at Ernst & Young and he then went on to
become the Director of Internal Audit for Big 5 Sporting Goods. In 2012 Mr.
Chung was the founder and managing partner at Benjamin & Ko, a public accounting
and consulting firm. Over the last five years, Mr. Chung has also served on the
board for multiple public companies, the most recent being Franklin Wireless,
which trades on Nasdaq. Mr. Chung resigned from that board in December 2019.
Bharat Raj Mathur, age 67, became a director of the Company on May 20, 2022.
From July 2016 he has been a Columnist and featured Contributor at
www.bizcatalyst360.com. From March 2014 to April 2016 he was chief operating
officer at KORE Fit Living and from August 2004 to April 2016 he was Vice
President, Distribution Channel Management at Incredible Entertainment.
Amanda Saccomanno, age 31, became a director of the Company on May 20, 2022. Ms.
Saccomanno is an American professional wrestler, television personality,
and fitness and figure competitor. In 2015 Ms. Saccomanno gained major attention
from World Wrestling Entertainment after scoring second place in its Tough
Enough reality show - a competition of contenders vying for a WWE wrestling
contract. In 2015 she signed with the WWE as a Sports Entertainer and starring
in their E! Hit Reality Series, Total Divas. Since 2017, Ms. Saccomanno has
developed multiple health platforms and
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launched an iOS application called "Fit with Mandy." In 2020 Ms. Saccomanno
co-founded and continues to help market and develop a skin care line, with
Jaspreet Mathur, called Amarose.
Dov Konetz, age 40, for more than the past five years has been the Managing
Director of DMK Capital, a company engaged in providing valuations in commercial
real estate, intangibles, and movable assets. Since 2008, Dov has served as a
Director of Mount Sinai Hospital in Miami, Florida. Dov also served on the Miami
Beach Police Relations Committee from 2010-2012. Dov is also a valued supporter
of The Dream Catcher Foundation, a non-profit that is dedicated to combating
human trafficking.
Except for Bharat Raj Mathur who is the father of Jaspreet Mathur, there are no
family relationships with any of the executive officers or directors of the
Company and the above referenced individuals. Other than as may be contemplated
by the share exchange agreement there are no arrangements or understandings
between the above referenced individuals and any other persons pursuant to which
he or she was selected as a director.
Item 7.01 Regulation FD Disclosure
On May 23, 2022, the Company issued a press release announcing the completion of
the LimitlessX Acquisition. A copy of the press release is attached as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The audited financial statements and related notes thereto of LimitlessX, Inc.
for the period from September 27, 2021 (Date of Formation) through December 31,
2021, including the related audit report of the Company's independent registered
public accounting firm, BF Borgers CPA PC, and the unaudited interim financial
statements and related notes thereto of LimitlessX, Inc., for the three months
ended March 31, 2022, are filed herewith.
(b) Pro Forma Financial Information
The unaudited pro forma combined financial information of the Company, after
giving effect to the acquisition of Limitless X, Inc., effective May 20, 2022,
which includes the unaudited pro forma combined balance sheet as of March 31,
2022, and the unaudited pro forma combined statements of operations for the
three months ended March 31, 2022 and for the period from September 27, 2021
(Date of Formation) through December 31, 2021, including the required
explanatory notes thereto, are filed herewith.
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(c) Exhibits
Exhibit No. Description
2.1 Share Exchange Agreement among Registrant, Limitless X, Inc. dated May
11, 2022(1)
3.1 Amended Certificate of Designation of Series A Preferred Stock of
Registrant
10.1 Form of Lock-Up/Leak-Out Agreement
10.2 Form of Consulting Agreement
10.3 Manufacturing and Distributorship License Agreement between Registrant
and Divatrim, Inc., dated as of December 1, 2021
10.4 Manufacturing and Distributorship License Agreement between Registrant
and Smilz Inc., dated as of December 1, 2021
10.5 Manufacturing and Distributorship License Agreement between Registrant
and Limitless Performance Inc., dated as of December 1, 2021
10.6 Manufacturing and Distributorship License Agreement between Registrant
and Amarose Inc., dated as of December 1, 2021
10.7 Limitless X Inc. Promissory Note in amount of $50,000, dated December
6, 2021
10.8 Limitless X Inc. Promissory Note in amount of $150,000, dated February
11, 2022
10.9 Limitless X Inc. Promissory Note in amount of $550,000, dated May 8,
2022
10.10 Limitless X Inc. Promissory Note in amount of $1,100,000, dated as of
May 16, 2022
10.11 Limitless X Inc. Promissory Note in amount of $450,000, dated as of May
18, 2022
99.1 Press Release, dated May 23, 2022
___________
(1) Incorporated by reference to the Company's Current Report on Form 8-K,
previously filed on May 13, 2022.
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