Limitless X alters Class C preferred stock terms

Limitless X Holdings Inc. amended the terms of its Class C Convertible Preferred Stock.

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Form Type

8-K

Rhea-AI Filing Summary

Limitless X Holdings Inc. amended the terms of its Class C Convertible Preferred Stock. Effective as of September 30, 2025, the company filed a Second Amended and Restated Certificate of Designation for this Class C stock with the Delaware Secretary of State.

The amendment changes the Class C liquidation preference so these shares are only entitled to liquidation rights required by law and removes their conversion rights in connection with a defined Liquidation Event. All other voting powers and rights from the prior certificate remain in place.

The company believes these changes, which are subject to review by its independent auditors, will allow the Class C stock to be reclassified as permanent equity rather than mezzanine equity, potentially simplifying how this security appears on the balance sheet.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did Limitless X (LIMX) disclose regarding its Class C stock?

Limitless X amended the terms of its Class C Convertible Preferred Stock. It filed a Second Amended and Restated Certificate of Designation, altering liquidation and conversion features while keeping other voting and special rights from the earlier certificate largely unchanged.

How did Limitless X (LIMX) change the liquidation rights of its Class C preferred stock?

The company revised the Class C liquidation preference so these shares are entitled only to liquidation rights required by law. This narrows previously defined preferential treatment, aligning their payout rights more closely with minimum legal standards in a wind-down scenario.

What conversion rights were removed from Limitless X (LIMX) Class C preferred stock?

The amendment removes Class C conversion rights tied to a defined Liquidation Event. Previously, holders had conversion features in such situations; under the new terms, those specific conversion options no longer apply when a Liquidation Event, as earlier defined, occurs.

Why does Limitless X (LIMX) expect to reclassify Class C stock as permanent equity?

The company believes the revised liquidation and conversion terms will support treating the Class C preferred as permanent equity. This reclassification, subject to review by independent auditors, would move the security from mezzanine equity into the permanent equity section of the balance sheet.

Which prior document does the new Limitless X (LIMX) Class C amendment modify?

The Second Amended and Restated Certificate of Designation updates the First Amended Certificate for Class C Convertible Preferred Stock that was filed on January 9, 2025. Other voting powers and special rights from that earlier document generally remain unchanged under the new terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/07/2025 - 03:30 PM EDT

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

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of September 30, 2025, the Company filed a Second Amended and Restated Certificate of Designation of the Class C Convertible Preferred Stock (the “Second Amended Certificate”) with the Delaware Secretary of State and in accordance with the Delaware General Corporation Law. The Second Amended Certificate amends the Amended and Restated Certificate of Designation of the Class C Convertible Preferred Stock, par value of $0.0001 per share, (the “Class C Stock”) of Limitless X Holdings Inc. filed by the Company with the Delaware Secretary of State on January 9, 2025 (the “First Amended Certificate”). The Second Amended Certificate serves to (i) change the liquidation preference of the Class C Stock so that the Class C Stock shall only be entitled to liquidation rights as required by law, and (ii) removes conversion rights of the Class C Stock in connection with a Liquidation Event (as that term is defined in the First Amended Certificate). Except as noted herein, the Second Amended Certificate does not change any of the voting powers, designations, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of the Class C Stock set forth in the First Amended Certificate.

The Company believes that this change, which is subject to review by our independent auditors, will enable the Company to reclassify the Class C Stock as permanent equity rather than mezzanine equity.

The foregoing is only a summary of the material terms of the Second Amended Certificate and does not purport to be a complete description of the rights, preferences, qualifications, limitations or restrictions of the Class C Stock. The summary herein of changes to the First Amended Certificate is qualified in its entirety by reference to (i) the Company’s Form 8-K, and Exhibit 3.1 attached thereto, filed on January 15, 2025, and (ii) the Second Amended Certificate, which is filed as Exhibit 3.1 on this Current Report. Each of (i) and (ii) is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit

3.1	Second Amended and Restated Certificate of Designation of the Class C Convertible Preferred Stock of Limitless X Holdings Inc.
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: October 7, 2025	By:	/s/ Jaspreet Mathur
	Name:	Jaspreet Mathur
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR