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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 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): June
3, 2026
LIMITLESS X HOLDINGS
INC.
(Exact name of registrant as specified in its charter)
| Delaware |
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000-56453 |
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81-1034163 |
(State or other jurisdiction
of incorporation) |
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(Commission
File
Number) |
|
(IRS Employer
Identification No.) |
9777 Wilshire Blvd., #400, Beverly Hills, CA 90212
Registrant’s telephone number, including area
code: (855) 413-7030
Not Applicable
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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: None
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On June 3, 2026, Michael Braun notified the Board
of Directors (the “Board”) of Limitless X Holdings Inc. (the “Company”) of his decision to resign as a member
of the Board, effective June 30, 2026. Mr. Braun’s decision to resign was not the result of any disagreement with the Company on
any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Braun for his service on the Board.
As of the date of this Current Report on Form 8-K,
the Board has not appointed a director to fill the vacancy created by Mr. Braun’s resignation.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 19, 2026, the Company
filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a Certificate of Amendment
to the Certificate of Designation of Class B Convertible Preferred Stock, as amended (the “Class B Amendment”), decreasing
the number of shares designated as Class B Convertible Preferred Stock from 11,000,000 to 1,500,000, which became effective upon filing.
On October 20, 2026, the Company filed with the Delaware Secretary of State (i) a Certificate of Amendment to the Second Amended and Restated
Certificate of Designation of Class C Convertible Preferred Stock (the “Class C Amendment”), decreasing the number of shares
designated as Class C Convertible Preferred Stock from 5,000,000 to 500,000; and (ii) a Certificate of Designations designating 20,000,000
shares of Class F Convertible Preferred Stock (the “Class F Certificate” and, together with the Class B Amendment and the
Class C Amendment, the “Filed Instruments”). Each of the Class C Amendment and the Class F Certificate became effective as
of October 19, 2026.
The Class B Amendment and the
Class C Amendment decreased the number of shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred
Stock”), designated to each class as follows:
| Class / Series | |
Designated Before | | |
Reduction | | |
Designated After | |
| Class B Convertible Preferred Stock | |
| 11,000,000 | | |
| (9,500,000 | ) | |
| 1,500,000 | |
| Class C Convertible Preferred Stock | |
| 5,000,000 | | |
| (4,500,000 | ) | |
| 500,000 | |
| Total | |
| 16,000,000 | | |
| (14,000,000 | ) | |
| 2,000,000 | |
The Class B Amendment was approved
by the Board pursuant to the authority granted under Article IV of the Company’s Amended and Restated Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), and in accordance with Section 151(g) of the Delaware General Corporation
Law, without the consent of the holders of Class B Convertible Preferred Stock because the reduction affects only shares that were unissued.
The Class C Amendment was approved by the Board and by the holders of a majority of the outstanding Class C Convertible Preferred Stock.
The 14,000,000 shares of Preferred
Stock eliminated from the Class B Convertible Preferred Stock and Class C Convertible Preferred Stock resumed the status of authorized
but unissued and undesignated shares of Preferred Stock. The Amendments do not change the total number of shares of Preferred Stock the
Company is authorized to issue, which remains 30,000,000 shares. Following the filings, the designations are: 500,000 shares of Class
A Convertible Preferred Stock, 1,500,000 shares of Class B Convertible Preferred Stock, 500,000 shares of Class C Convertible Preferred
Stock, 5,000,000 shares of Series D 15% Cumulative Redeemable Perpetual Preferred Stock, and 20,000,000 shares of Class F Convertible
Preferred Stock, with 2,500,000 shares remaining authorized but undesignated. No outstanding shares were cancelled, converted or otherwise
affected by the Amendments or the Class F Certificate.
The Class F Preferred Stock will
be issuable as part of Units in the Company’s Regulation A offering of up to 20,000,000 Units at an offering price of $1.25 per
Unit. Each share of Class F Preferred Stock will have no dividend rights and a liquidation preference of $1.25 per share, and will be
convertible at the option of the holder into one share of Common Stock. The Company may direct mandatory conversion upon (i) a change
in control, (ii) the closing price of the Common Stock being at least $2.50 per share for five consecutive trading days, or (iii) the
listing of the Common Stock on a national securities exchange.
Beginning on the five-year anniversary
of the applicable issuance date, the Company may redeem Class F Preferred Stock at $1.25 per share. The Class F Preferred Stock ranks
junior to the Class A, Class B and Class C Preferred Stock and Series D 15% Cumulative Redeemable Perpetual Preferred Stock, has no voting
rights except as required by law, and is subject to a 19.99% beneficial ownership limitation on conversion.
The foregoing description of the
Filed Instruments and the Class F Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the
full text of the Filed Instruments, copies of which are filed as Exhibits 3.1, 3.2 and 3.3 to this Current Report on Form 8-K and are
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | |
Description |
| 3.1 | |
Certificate of Amendment to Certificate of Designation of Class B Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on October 19, 2026 and effective as of October 19, 2026 |
| 3.2 | |
Certificate of Amendment to Second Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on October 20, 2026 and effective as of October 19, 2026 |
| 3.3 | |
Certificate of Designations of Class F Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on October 20, 2026 and effective as of October 19, 2026 |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto
duly authorized.
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LIMITLESS X HOLDINGS INC. |
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By: |
/s/ Jaspreet Mathur |
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Name: |
Jaspreet Mathur |
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Title: |
Chief Executive Officer |
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Date: |
October 23, 2026 |
