Innovative MedTech (IMTH) completes Ticketbash asset license for $469.5K

Rhea-AI Filing Summary

Innovative MedTech, Inc. agreed to acquire assets from Grand Concierge LLC d/b/a Ticketbash through an Asset Purchase Agreement originally structured to issue equity and contingent cash/royalty payments but later amended twice. The initial deal would have issued 20,000,000 common shares plus 1,151,500 Series A preferred (convertible into 115,150,000 common) so the sellers would hold 60% of voting rights, and contemplated a $2,000,000 contingent cash payment, royalty tiers (2% up to $15,000,000, 4% between $15,000,000–$25,000,000, and 5% above $25,000,000), plus an additional $1,000,000 investment in development.

Amendments converted the structure twice and ultimately limited the acquisition to a copy and non-exclusive license to Ticketbash source and object code and related materials, with the Purchase Price reduced to the $469,500 already paid by the company. The parties treat the Purchase as closed on October 3, 2025.

Positive

• Deal closed on October 3, 2025 for a defined cash amount of $469,500
• Removed planned 60% equity issuance, avoiding immediate shareholder dilution and governance shift
• Final assets limited to code and documentation, providing operational access without acquiring broader liabilities

Negative

• Original agreement contemplated significant contingent payments including $2,000,000 and multi‑tier royalties, indicating earlier potential exposure
• Initial terms would have issued preferred stock convertible to 115,150,000 shares, representing substantial possible dilution before amendment
• Remaining disclosure risk if any unpaid contingent milestones or royalties from prior drafts are later asserted

Insights

Corporate Transactions Expert

TL;DR: Transaction shifted from equity‑heavy takeover to a limited asset license for $469,500.

The structure changed materially: an initial plan to issue shares representing 60% voting control plus contingent cash and royalties was replaced by a transaction that conveys only a copy and a non‑exclusive license to source and object code and related documentation.

This reduces near‑term dilution and governance impact for current shareholders but also limits control and exclusive rights over Ticketbash technology; monitor any residual contingent payment language or undisclosed obligations on or before October 3, 2025.

Securities & Corporate Counsel

TL;DR: Amendments removed a major equity issuance and converted obligations into a settled cash‑based purchase.

Legally, treating the Purchase as closed on October 3, 2025 for the amount already paid ($469,500) simplifies disclosure and eliminates issuance mechanics tied to conversion timing and voting rights. The final asset scope is expressly limited to code copies, licenses, and documentation.

Investors should review filings for any remaining contingent payment covenants or royalty claims in earlier drafts; absent those, the company avoided issuing preferred shares that would have conferred 60% voting control.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)   October 3, 2025

AnTix Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-24189		33-1130446
(Commission File Number)		(IRS Employer Identification No.)
2310 York St, Suite 200 Blue Island, IL		60406
(Address of Principal Executive Offices)		(Zip Code)

(708) 925-9424

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     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))

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on or about April 25, 2025, AnTix Holdings, Inc., formerly known as Innovative MedTech, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which a newly formed subsidiary of the Company (the “New Subsidiary”) would purchase (the “Purchase”) assets of Grand Concierge LLC, d/b/a Ticketbash, a New York limited liability company (“Ticketbash”) associated with retail and wholesale event ticket pricing, and the development of software and artificial intelligence related to the ticket business (the “Assets”), in consideration of (i) the issuance by the Company to Ticketbash’s owners of Company equity (the “Equity Purchase Price”) consisting of 20,000,000 shares of common stock and 1,151,500 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 115,150,000 shares of common stock) and additional shares as necessary to ensure that the shares issued constitute 60% of the total number of fully diluted shares of the Company, (ii) the future payment of two million dollars ($2,000,000) to Ticketbash based on revenue and income milestones to be determined by the parties in the future (the “Additional Cash Purchase Price”), and (iii) the future payment of percentage royalties to Ticketbash based on aggregate revenues generated by the New Subsidiary as follows: 2% of revenue up to $15,000,000, 4% of revenue from $15,000,000-$25,000,000, and 5% of revenue in excess of $25,000,000. Under the Asset Purchase Agreement, the Company was also required to invest an additional $1,000,000 in development of the Tickebash Assets (the “Additional Cash Investment”). On May 30, 2025, the Company and Ticketbash entered into Amendment No. 1 to Asset Purchase Agreement (the “First Amendment”), providing that (i) instead of making the Additional Cash Investment, the Company would pay $1,000,000 to Ticketbash within 10 months (the “Initial Cash Payment”), and upon completion of Initial Cash Payment, the Assets will be immediately transferred to the Company; (ii) the Equity Purchase Price would instead consist of a number of shares of Company preferred stock having voting rights equal to sixty percent (60%) of the total voting rights of the Company, and which shares of preferred stock shall have no economic rights, except that such shares shall automatically convert into sixty percent (60%) of the total number of outstanding shares of Common Stock on a fully diluted basis (following issuance of conversion shares) calculated as of June 1, 2025, upon the payment by the Company of the Initial Cash Payment; (iii) the Additional Cash Purchase Price shall be paid over a 36-month period based on based on revenue and income milestones to be determined by the parties in the future.

On October 3, 3025, the Company and Ticketbash entered into Amendment No. 2 to Asset Purchase Agreement (the “Second Amendment”), restructuring the Purchase and providing that (i) the Company would be acquiring in the Purchase only a copy of and a non-exclusive license and rights to use Ticketbash’s complete source code (including build scripts, repositories, libraries, and dependencies), object code, and all related documentation, design files, and technical specifications, user manuals and training materials (if any), and, login and access to all such code, and (ii) the Purchase Price would consist solely of the total amount already paid to Ticketbash by the Company, or $469,500. As a result, the Purchase is being deemed by the parties to have closed on October 3, 2025.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 above is incorporated by reference into this Item 2.01.

Item 7.01 Regulation FD Disclosure

                On or about October 3, 2025, the Company prepared an updated investor presentation furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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This Current Report on Form 8-K does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not an admission as to the materiality of such information. The information furnished in this Item 7.01 is intended to be considered in the context of more complete information included in the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise such information, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 2 to Asset Purchase Agreement, by and between AnTix Holdings Inc., and Grand Concierge, LLC d/b/a/ Ticketbash, dated October 3, 2025
99.1		Investor Presentation*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished but not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AnTix Holdings, Inc.
Date: October 6, 2025	By:	/s/ Michael Jordan Friedman
		Michael Jordan Friedman
		President, Chief Executive Officer and Member of the Board of Directors

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FAQ

What did IMTH ultimately acquire from Ticketbash?

IMTH acquired a copy and a non‑exclusive license to Ticketbash's complete source code, object code, and related documentation and technical materials.

How much did IMTH pay to close the Ticketbash purchase?

The Purchase Price was limited to the amounts already paid by IMTH, totaling $469,500, and the transaction is deemed closed on October 3, 2025.

Were equity shares issued to Ticketbash owners as part of the final deal?

No. Although the original agreement contemplated issuing shares representing 60% voting rights, the final amendment removed that issuance and settled the purchase for cash already paid.

Did the company agree to future payments or royalties in the final amendment?

The final amendment restructured the Purchase to consist solely of the amount already paid ($469,500); earlier proposed contingent cash ($2,000,000) and royalty tiers were not part of the final Purchase Price as described.

What was the scope of the earlier royalty proposal?

Earlier terms proposed royalties of 2% of revenue up to $15,000,000, 4% for $15,000,000–$25,000,000, and 5% above $25,000,000.