Item 1.01 Entry into a Material Definitive Agreement

As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 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 "Shareholders") on May 11, 2022.

On August 2, 2022, the Company, LimitlessX, and the Shareholders entered into Amendment No. 1 to the Share Exchange Agreement (the "Amendment"). Pursuant to the Amendment, the parties agreed to remove and delete Article III, Sections 3.5 and 3.6, and those sections shall have no further force or effect whatsoever.

Such sections prohibited the Company, for a period of 12 months following the closing of the Agreement, from selling any equity securities at a price less than $0.40 per share or from effecting any reverse stock split, subject to certain exceptions. The Company shall no longer be restricted by these prohibitions pursuant to the Amendment.

A copy of the Amendment is attached hereto as Exhibit 10.1





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Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description
10.1            Amendment No. 1 to Share Exchange Agreement, dated August 2, 2022
104           Cover Page Interactive Data File (formatted as an Inline XBRL document)




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