Limitless X Holdings Inc. filings document material events, capital-structure changes and governance matters for a diversified wellness, entertainment and digital commerce issuer. The record includes Form 8-K disclosures on material agreements, officer appointments, employment terms, related-party review, unregistered equity issuance and preferred-stock terms.
Filings also address amendments to Class C Convertible Preferred Stock, exchanges involving Series D 15% Cumulative Redeemable Perpetual Preferred Stock, Class B Convertible Preferred Stock issuances, shareholder voting matters, operating and financial results, regulatory matters tied to product development, and Form 12b-25 notices for annual and quarterly reporting.
Limitless X Holdings Inc. proposes to offer 20,000,000 securities at $1.25 each; the aggregate offering price attributed to securities offered on the issuer’s behalf is $25,000,000. Estimated net proceeds to the issuer are $22,930,000. Atlas Clearing, Inc. is identified as the selling agent, DealMaker Securities LLC as a selected dealer, and sales commissions are estimated at $1,750,000, or 7% of gross proceeds. A financial table lists total revenue of $119,776 and net income of -$31,754,996.
Limitless X Holdings Inc. reduced designated Class B Convertible Preferred Stock from 11,000,000 to 1,500,000 shares and Class C Convertible Preferred Stock from 5,000,000 to 500,000 shares, and designated 20,000,000 Class F Convertible Preferred Stock shares. The changes became effective October 19, 2026. The 14,000,000 shares removed from Classes B and C returned to authorized but undesignated status; total authorized preferred stock remains 30,000,000 shares.
Class F shares will be issuable as part of the company’s Regulation A offering of up to 20,000,000 Units at $1.25 per Unit. They have no dividend rights, a $1.25-per-share liquidation preference, and holder-option conversion into one share of Common Stock. The company may direct conversion upon a change in control, a closing price of at least $2.50 per share for five consecutive trading days, or listing on a national securities exchange; it may redeem shares at $1.25 each beginning on the five-year anniversary of the applicable issuance date. Michael Braun, a Board member, notified the company on June 3, 2026, of his resignation effective June 30, 2026; the company said the decision was not due to disagreement over its operations, policies, or practices.
Limitless X Holdings Inc. lists a Regulation A offering of 60,000,000 securities at $1.2500 per security, with $75,000,000.00 attributable to securities offered on the issuer’s behalf and $0.00 attributable to selling securityholders. Estimated net proceeds to the issuer are $69,430,000.00.
The financial information lists total assets of $1,722,397.00, total liabilities of $7,823,710.00, total stockholders’ equity of -$9,219,266.00, and net income of -$31,754,996.00.
Limitless X Holdings Inc. reports very small sales and large losses for the six months ended June 30, 2026. Net revenue was $119,776 while the company recorded a net loss of $31,754,996 and an accumulated deficit of $116,713,528. Operating expenses of $4.1 million far exceeded gross profit of $105,839.
Total assets were $1,722,397 against total liabilities of $7,823,710, leaving a stockholders’ deficit of $9,219,266. Cash was only $7,737, and current liabilities of $7,073,000 include $1,080,092 of related-party debt, $548,573 of convertible notes, and a $400,000 investor advance for a future equity purchase. Management discloses that the large accumulated deficit and continuing losses raise substantial doubt about the company’s ability to continue as a going concern.
During 2026 the company acquired the remaining 80% of Limitless Films and Limitless Entertainment for nominal consideration under common-control accounting, entered into a five-year operating lease creating a $901,053 right-of-use asset and $908,454 lease liability, and took on a new $1,000,000 related-party loan. The business strategy centers on direct-to-consumer wellness products, entertainment content, combat sports, and integration of the DING nutrition-tech platform.
Limitless X Holdings Inc. reported a Q1 2026 net loss of $28.9M on net revenue of $77.6k, down sharply from $251.9k a year earlier. Gross profit was $75.7k, but operating expenses of $1.23M and a $27.8M loss on converting Class C to Class D preferred stock drove results deep into the red.
Total assets were $2.0M at March 31, 2026, versus total liabilities of $7.2M and a stockholders’ deficit of $7.0M, with an accumulated deficit of about $113.8M. Cash was $183.8k, supported by new borrowings from a shareholder, related parties, loans payable, and outstanding convertible notes.
Management states that recurring losses and the large accumulated deficit raise substantial doubt about the company’s ability to continue as a going concern. The quarter also saw the acquisition of the remaining interests in Limitless Film and Limitless Entertainment for nominal consideration and recognition of a $400k loan receivable. Multiple legal matters are disclosed, including a new putative class action over NZT‑48 marketing, several judgments and settlements, and ongoing collection actions.
Limitless X Holdings Inc. filed an amended report to describe stock issued to executives in place of cash pay. Effective as of September 30, 2025, the board granted a total of 1,046,834 common shares to its executive officers for accrued compensation from January 1 through September 30, 2025, using a value of $1.21 per share.
The company issued 654,270 shares to CEO Jaspreet Mathur (equivalent to $791,666.70), 163,567 shares to Vice President of Legal Affairs Rob Cucher (equivalent to $197,916.07), 130,857 shares to COO Danielle Young (equivalent to $158,336.97), and 98,140 shares to CFO Benjamin Chung (equivalent to $118,749.40). These common shares are "restricted securities" under Rule 144, subject to transfer limits, and were issued without Securities Act registration under the Section 4(a)(2) exemption for a limited number of informed executive recipients.
Limitless X Holdings Inc. filed a Form 12b-25 notifying the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 due to delays completing financial statements and the independent accountant's review. The company anticipates filing the Form 10-Q no later than the fifth calendar day following the prescribed filing date.
Limitless X Holdings, Inc. files its annual report describing a diversified platform spanning health and wellness products, entertainment, film, live boxing events, and technology-driven wellness tools. Through subsidiaries Limitless X, Limitless Films, Limitless Entertainment, and BodyCor, the company sells nootropic supplements, launches functional coffee concentrates, develops media projects, and builds combat-sports properties.
The company acquired a 60% interest in DING, a food and nutrition technology platform partnered with Instacart, to link digital engagement with commerce. Its flagship NZT-48 nootropic is licensed from an affiliate, with royalties waived through December 31, 2027, and future 4% royalties possible thereafter. Limitless X emphasizes influencer-driven marketing and partnerships with figures such as Manny Pacquiao, Floyd Mayweather Jr., and DJ Pauly D, alongside plans for AI-assisted wellness tools and an AI-enabled boxing streaming platform.
Limitless X Holdings Inc. approved a binding Memorandum of Understanding with CEO and chairman Jaspreet Mathur to settle previously promised bonus and incentive compensation valued at $50,000. Instead of cash, the company will issue 550,000 shares of its Class B Convertible Preferred Stock as full payment for these bonuses.
The Class B preferred shares carry no voting rights and no dividends, but each has a $3.00 per share liquidation preference, ranking ahead of common stock and behind Class A preferred. Each preferred share is convertible, at the holder’s option, into 0.067 shares of common stock, subject to a beneficial-ownership cap that generally limits Mathur’s post-conversion stake to 4.99% of outstanding common stock, with an option to increase this cap to 9.99%. The shares will be issued as restricted securities under the Securities Act.