Business Description

NOTE 1. GENERAL ORGANIZATION AND BUSINESS AnTix Holdings, Inc. (formerly known as Innovative MedTech, Inc.) (the “Company”), a Delaware corporation, is a media and technology company. On September 19, 2025, the Company filed with the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from “Innovative MedTech, Inc.” to “AnTix Holdings, Inc.”. On or about April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Acquisition 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 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) (such shares of common stock and preferred stock collectively the “Shares”), 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 net revenue and income milestones to be determined by the parties in the future, 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. In connection with the Purchase, Ticketbash also received the right to appoint two members of the Board of Directors of the Company. On or about April 25, 2025, the Purchase was closed, and Innovative issued the Shares to Ticketbash’s owners. On May 30, 2025, because of existing encumbrances on the Assets, the Company and Ticketbash entered into Amendment No. 1 to Asset Purchase Agreement (the “ 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, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $522,000, which amount had already been paid by the Company, resulting in the immediate closing of the acquisition. On or about May 27, 2025, the Company entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with Colbico, LLC (the “ Buyer ”) pursuant to which the Company will sell to the Buyer the Company’s shares of capital stock of both of Sarah Adult Day Services, Inc., an Ohio corporation, and Sarah Day Care Centers, Inc., an Ohio corporation, for $300,000 to paid to the Company within 30 days of closing. Additional consideration included the cancellation of royalty liability in the amount of $1,500,000, cancellation of intercompany loans in the amount of $178,949, and the cancelation of related party debt and accrued interest totaling $498,980.…