false
--12-31
0001803977
0001803977
2025-09-30
2025-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
