STOCK TITAN

Executive stock grants settle accrued pay at Limitless X (LIMX)

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total shares issued to executives 1,046,834 shares Common stock for accrued compensation as of September 30, 2025
Per-share valuation $1.21 per share Used to calculate executive stock issuances
CEO stock grant equivalent $791,666.70 654,270 shares to CEO Jaspreet Mathur
VP Legal stock grant equivalent $197,916.07 163,567 shares to VP of Legal Affairs Rob Cucher
COO stock grant equivalent $158,336.97 130,857 shares to COO Danielle Young
CFO stock grant equivalent $118,749.40 98,140 shares to CFO Benjamin Chung
restricted securities financial
"The shares of the Company’s common stock issued to each officer are “restricted securities” as defined in Rule 144 under the Securities Act"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Rule 144 regulatory
"“restricted securities” as defined in Rule 144 under the Securities Act and are subject to restrictions on transfer and sale"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
Section 4(a)(2) regulatory
"The issuance of the shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
accrued compensation financial
"in consideration for accrued compensation owed to such officers in connection with services rendered"
Form of Wage Release Agreement financial
"Exhibit 10.1 | Form of Wage Release Agreement between the Company and the Executives"

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FAQ

What did Limitless X Holdings Inc. (LIMX) disclose in this 8-K/A amendment?

Limitless X disclosed that it issued common stock to executive officers in lieu of cash for accrued 2025 compensation. The amendment adds details on these stock issuances that were omitted from the original current report.

How many Limitless X (LIMX) shares were issued to executives and at what price?

The board issued 1,046,834 common shares to executive officers, using a calculation price of $1.21 per share. These shares represent accrued compensation for services provided during the 2025 period described.

Which Limitless X (LIMX) executives received stock and in what amounts?

CEO Jaspreet Mathur received 654,270 shares, Vice President of Legal Affairs Rob Cucher 163,567 shares, COO Danielle Young 130,857 shares, and CFO Benjamin Chung 98,140 shares. Each grant corresponds to that officer’s accrued compensation balance.

How much accrued compensation did each Limitless X (LIMX) stock grant represent?

The stock grants represented cash-equivalent amounts of $791,666.70 for the CEO, $197,916.07 for the VP of Legal Affairs, $158,336.97 for the COO, and $118,749.40 for the CFO. Each amount was based on a $1.21 per-share valuation.

Are the new Limitless X (LIMX) executive shares freely tradable?

No, the executive shares are classified as "restricted securities" under Rule 144. They are subject to transfer and resale restrictions under federal and state securities laws until certain holding periods and other regulatory conditions are satisfied.

Under what exemption did Limitless X (LIMX) issue these unregistered shares?

The company relied on Section 4(a)(2) of the Securities Act of 1933. The exemption applies because the shares were sold to a limited group of executive officers who had access to detailed information about the company.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

 

September 30, 2025

Date of Report (Date of earliest event reported)

 

Limitless X Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-56453   81-1034163

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9777 Wilshire Blvd., Suite 400,    
Beverly Hills, CA   90212
(Address of principal executive offices)   (Zip Code)

 

(855) 413-7030

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Explanatory Note

 

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Limitless X Holdings Inc. (the “Company”) with the Securities and Exchange Commission on October 7, 2025 (the “Original Filing”). The purpose of this Amendment is to include information that was inadvertently omitted from the Original Filing regarding certain issuances of common stock to executive officers of the Company. This Amendment should be read in conjunction with the October 7 Filing and is hereby incorporated therein by reference.

 

Except as expressly set forth herein, this Amendment does not modify or update any other disclosures contained in the Original Filing. The Original Form 8-K and the Amendment should be read together.

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities

 

Officer Stock Issuances

 

Effective as of September 30, 2025, the board of directors (the “Board”) of the Company issued an aggregate of 1,046,834 shares of its common stock to its executive officers in consideration for accrued compensation owed to such officers in connection with services rendered as executive officers of the Company from January 1, 2025 through September 30, 2025. The number of shares issued to each officer was calculated using a price of $1.21 per share. The shares were issued as follows: (a) to Jaspreet Mathur, the Company’s Chief Executive Officer, 654,270 shares of the Company’s common stock, the equivalent of $791,666.70 in accrued compensation; (b) to Rob Cucher, the Company’s Vice President of Legal Affairs, 163,567 shares of the Company’s common stock, the equivalent of $197,916.07 in accrued compensation; (c) to Danielle Young, the Company’s Chief Operating Officer, 130,857 shares of the Company’s common stock, the equivalent of $158,336.97 in accrued compensation; and (d) to Benjamin Chung, the Company’s Chief Financial Officer, 98,140 shares of the Company’s common stock, the equivalent of $118,749.40 in accrued compensation. The shares of the Company’s common stock issued to each officer are “restricted securities” as defined in Rule 144 under the Securities Act and are subject to restrictions on transfer and sale under applicable state and federal securities laws. The issuance of the shares was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, as the shares were issued to a limited number of persons who were executive officers of the Company and had access to information about the Company.

 

Item 5.02 Compensatory Arrangements of Certain Officers

 

The information disclosed in Item 3.02 is hereby incorporated by reference into this Item 5.02 to the extent necessary.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibit
10.1   Form of Wage Release Agreement between the Company and the Executives
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURES

 

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

 

  Limitless X Holdings Inc.
     
Date: June 4, 2026 By: /s/ Jaspreet Mathur
  Name: Jaspreet Mathur
  Title: Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

4 documents