Limitless X Holdings Inc.

11/19/2025 | Press release | Distributed by Public on 11/19/2025 15:58

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.

This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "expect," "believe," "anticipate," "estimate," "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; and failure to successfully develop business relationships.

INTRODUCTION

On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation ("Bio Lab"), entered into a Share Exchange Agreement (the "Share Exchange 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 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the "Acquisition Closing"). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests in approximately nine months from the Acquisition Closing as part of the Limitless Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab's Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

For accounting purposes, the LimitlessX Acquisition was accounted for as a "reverse merger" with LimitlessX as the accounting acquiror (legal acquiree) and Bio Lab as the accounting acquiree (legal acquiror). And, consequently, the transaction was treated as a recapitalization of Bio Lab. Since LimitlessX was deemed to be the accounting acquiror in the LimitlessX Acquisition, the historical financial information for periods prior to the LimitlessX Acquisition reflect the financial information and activities solely of LimitlessX and not of Bio Lab. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. ("we," "us," or "our").

RESULTS OF OPERATION

For the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024:

(Unaudited)
Three Months Ended June 30,
(restated)
2025 2024 Changes
% of % of
Amount Sales Amount Sales Amount %
Revenue
Product sales $ 247,868 100.0 % $ 607,161 100.0 % $ (359,293 ) -59.2 %
Total revenue 247,868 100.0 % 607,161 100.0 % (359,293 ) -59.2 %
Cost of sales
Cost of sales 59,753 24.1 % 154,287 25.4 % (94,534 ) -61.3 %
Total cost of sales 59,753 24.1 % 154,287 25.4 % (94,534 ) -61.3 %
Gross profit 188,115 75.9 % 452,874 74.6 % (264,759 ) -58.5 %
Operating expenses:
General and administrative 701,560 283.0 % 54,620 9.0 % 646,940 1184.4 %
Advertising and marketing 208,557 84.1 % 542,081 89.3 % (333,524 ) -61.5 %
Salaries and compensation 520,001 209.8 % 358,250 59.0 % 161,751 45.2 %
Total operating expenses 1,430,118 577.0 % 954,951 157.3 % 475,167 49.8 %
Income (loss) from operations (1,242,003 ) -501.1 % (502,077 ) -82.7 % (739,926 ) 147.4 %
Other income (expense)
Interest expense (134,993 ) -54.5 % (194,063 ) -32.0 % 59,070 -30.4 %
Other income (24,702 ) -10.0 % - 0.0 % (24,702 ) n/a
Gain (Loss) on debt settlement (1,665,369 ) -671.9 % (15,445 ) -6.2 % (1,649,924 ) 10682.6 %
Other expense - 0.0 % (15,000 ) -6.1 % 15,000 -100.0 %
Total other income (expense), net (1,825,064 ) -736.3 % (224,508 ) -37.0 % (1,600,556 ) 712.9 %
Income (loss) before income tax provision (3,067,067 ) -1237.4 % (726,585 ) -119.7 % (2,340,482 ) 322.1 %
Income tax provision - 0.0 % - 0.0 % - n/a
Net income (loss) $ (3,067,067 ) -1237.4 % $ (726,585 ) -119.7 % $ (2,340,482 ) 322.1 %

Product Sales - Our product sales decreased by $0.4 million to $0.3 million for the three months ended September 30, 2025 as compared to $0.6 million for the three months ended September 30, 2024. In 2024, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.

Cost of Sales - Our cost of sales decreased from $0.2 million, or 25.4% of sales, in the three months ended September 30, 2024 to $0.1 million, or 24.1% of sales, in the three months ended September 30, 2025. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.

Operating Expenses - During the three months ended September 30, 2025, we recognized $1.4 million in operating expenses compared to $1.0 million for the three months ended September 30, 2024. The increase of $0.5 million was primarily due to stock compensation expense and offset by decrease in advertising and marketing spendings.

Other Income or Expense - During the three months ended September 30, 2025, the Company also recorded interest expense of approximately $0.2 and a gain on debt settlement of $1.7 million during the three months ended September 30, 2025 compared to $0.2 million of interest expense during the three months ended September 30, 2024.

For the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024:

(Unaudited)
Nine Months Ended Sepember 30,
(restated)
2025 2024 Changes
% of % of
Amount Sales Amount Sales Amount %
Revenue
Product sales $ 802,396 100.0 % $ 3,024,112 100.0 % $ (2,221,716 ) -73.5 %
Total revenue 802,396 100.0 % 3,024,112 100.0 % (2,221,716 ) -73.5 %
Cost of sales
Cost of sales 263,787 32.9 % 797,565 26.4 % (533,778 ) -66.9 %
Total cost of sales 263,787 32.9 % 797,565 26.4 % (533,778 ) -66.9 %
Gross profit 538,609 67.1 % 2,226,547 73.6 % (1,687,938 ) -75.8 %
Operating expenses:
General and administrative 4,618,756 575.6 % 938,490 31.0 % 3,680,266 392.1 %
Advertising and marketing 475,978 59.3 % 1,939,391 64.1 % (1,463,413 ) -75.5 %
Salaries and compensation 1,695,221 211.3 % 1,345,835 44.5 % 349,386 26.0 %
Total operating expenses 6,789,955 846.2 % 4,223,716 139.7 % 2,566,239 60.8 %
Income (loss) from operations (6,251,346 ) -779.1 % (1,997,169 ) -66.0 % (4,254,177 ) 213.0 %
Other income (expense)
Interest expense (616,708 ) -76.9 % (420,868 ) -13.9 % (195,840 ) 46.5 %
Other income 36,186 4.5 % 7,902 0.3 % 28,284 357.9 %
Gain (Loss) on debt settlement (35,458,137 ) -4419.0 % (33,112 ) -1.1 % (35,425,025 ) 106985.5 %
Other expense - 0.0 % (7,825 ) -0.3 % 7,825 -100.0 %
Total other income (expense), net (36,038,659 ) -4491.4 % (453,903 ) -15.0 % (35,584,756 ) 7839.7 %
Income (loss) before income tax provision (42,290,005 ) -5270.5 % (2,451,072 ) -81.1 % (39,838,933 ) 1625.4 %
Income tax provision - 0.0 % 915 0.0 % (915 ) n/a
Net income (loss) $ (42,290,005 ) -5270.5 % $ (2,451,987 ) -81.1 % $ (39,838,018 ) 1624.7 %

Product Sales - Our product sales decreased by $2.2 million to $0.8 million for the nine months ended September 30, 2025 as compared to $3.0 million for the nine months ended September 30, 2024. In 2024, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.

Cost of Sales - Our cost of sales decreased from $0.8 million, or 26.4% of sales, in the nine months ended September 30, 2024 to $0.3 million, or 32.9% of sales, in the nine months ended September 30, 2025. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.

Operating Expenses - During the nine months ended September 30, 2025, we recognized $6.9 million in operating expenses compared to $4.2 million for the nine months ended September 30, 2024. The increase of $2.6 million in operating expenses was primarily due to stock compensation expense of approximately $3.8 million recorded in the nine months ended September 30, 2025 and none in the previous same period and off-set by decrease in advertising and marketing expenses of $1.5 million.

Other Income or Expense - During the nine months ended September 30, 2025, we had loss on settlement of in the amount of $35.5 million due to the conversion of loans in the amount of $35.5, primarily from our CEO and principal shareholder into shares of our common stock, in compared to none in prior year same quarter. The Company also recorded interest expense of $0.6 million during the nine months ended September 30, 2025 compared to $0.4 million during the nine months ended September 30, 2024.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

During the nine months ended September 30, 2025, net cash used in operating activities was $1.1 million. The cash used in operating activities was primarily due to net loss of approximately $42.3 million and off-set by loss on settlement of debt of $35.5 million and stock compensation expense of $3.5 million.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2025 was $0.9 million. This amount was incurred by increased borrowings from a stockholder and related parties.

Off Balance Sheet Arrangements

None.

Limitless X Holdings Inc. published this content on November 19, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on November 19, 2025 at 21:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]