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  4. [8-K] Limitless X Holdings Inc. Reports Material Event

Limitless X swaps Class C for 15% Series D preferred

Limitless X Holdings Inc. entered into share exchange agreements effective February 23, 2026 with three entities that hold its Class C Convertible Preferred Stock.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Limitless X Holdings Inc. entered into share exchange agreements effective February 23, 2026 with three entities that hold its Class C Convertible Preferred Stock. These entities, EM1 Capital, LLC, Amarose, Inc., and Limitless Performance Inc., are each controlled by the company’s chief executive officer and more than 10% shareholder, Jaspreet Mathur.

Under the agreements, all outstanding Class C shares held by these entities were surrendered to the company and exchanged for newly issued Series D 15% Cumulative Redeemable Perpetual Preferred Stock. EM1 exchanged 291,372 Class C shares for 1,210,793 Series D shares, LPI exchanged 5,000 Class C shares for 20,777 Series D shares, and Amarose exchanged 7,892 Class C shares for 32,795 Series D shares.

The number of Series D shares was determined by a formula using the Class C stated value and a $25.00 stated value per Series D share, with cash paid only for fractional shares. The Series D stock carries a 15% cumulative dividend and was issued in a private, unregistered transaction relying on securities law exemptions.

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Insights

Limitless X swaps insider-held Class C preferred into new 15% Series D preferred, adding a fixed cumulative obligation.

Limitless X Holdings Inc. replaced Class C Convertible Preferred Stock held by three insider-controlled entities with Series D 15% Cumulative Redeemable Perpetual Preferred Stock. The exchanges were done via formula, using each Class C share’s stated value divided by a $25.00 Series D stated value.

Because the Series D shares carry a 15% cumulative dividend and are perpetual and redeemable, this creates an ongoing preferred return obligation ahead of common shareholders. No additional cash changed hands at closing other than payment for fractional shares, so the impact is primarily structural rather than immediate cash outflow.

The transactions involve EM1, Amarose, and Limitless Performance Inc., all controlled by CEO Jaspreet Mathur, which concentrates the new preferred security with related parties. Future disclosures in company filings may clarify how Series D dividend and redemption terms affect earnings available to common stockholders over time.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What capital structure change did LIMITLESS X HOLDINGS INC. (LIMX) disclose in this 8-K?
Limitless X Holdings Inc. exchanged all Class C Convertible Preferred Stock held by three insider-controlled entities for new Series D 15% Cumulative Redeemable Perpetual Preferred Stock, changing the composition of its preferred equity without raising new cash proceeds.

Who participated in the Limitless X (LIMX) preferred stock exchange on February 23, 2026?
The exchange involved EM1 Capital, LLC, Amarose, Inc., and Limitless Performance Inc., each controlled by CEO and greater-than-10% shareholder Jaspreet Mathur, swapping their Class C Convertible Preferred Stock for newly issued Series D preferred shares from Limitless X Holdings Inc.

How many Series D preferred shares did each holder receive from Limitless X (LIMX)?
EM1 received 1,210,793 Series D shares for 291,372 Class C shares, Limitless Performance Inc. received 20,777 Series D shares for 5,000 Class C shares, and Amarose received 32,795 Series D shares for 7,892 Class C shares, all calculated using a defined value formula.

What are the key terms of Limitless X (LIMX) Series D 15% Cumulative Redeemable Perpetual Preferred Stock?
The Series D preferred stock carries a 15% cumulative dividend and a $25.00 stated value per share. It is redeemable and perpetual, and was issued in an unregistered private transaction relying on exemptions under the Securities Act and state securities laws.

Did Limitless X (LIMX) receive cash proceeds from the Series D preferred exchange?
No additional cash consideration was paid in connection with the exchanges, other than cash in lieu of fractional Series D shares. The transaction primarily replaced Class C preferred with Series D 15% cumulative redeemable perpetual preferred shares held by related entities.

Was the Limitless X (LIMX) Series D preferred stock registered with the SEC?
The Series D 15% Cumulative Redeemable Perpetual Preferred Stock was not registered under the Securities Act or state securities laws. It was issued in reliance on exemptions, and the shares bear restrictive legends limiting transfers absent registration or a valid exemption.

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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

 

February 23, 2026

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., #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 1.01 Entry into a Material Agreement.

 

Share Exchange Agreements

 

Effective February 23, 2026, Limitless X Holdings Inc. (the “Company”), entered into Exchange Agreements (each, an “Exchange Agreement” and collectively, the “Exchange Agreements”) with certain holders of the Company’s Class C Convertible Preferred Stock, par value $0.0001 per share (the “Class C Stock”), pursuant to which such holders agreed to exchange all of their shares of Class C Stock for shares of the Company’s Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series D Stock”)

 

The Exchange Agreements were entered into with each of EM1 Capital, LLC (“EM1”), Amarose, Inc., (“Amarose”), Limitless Performance Inc (“LPI”), each of which is controlled by our Chief Executive Officer and greater than 10% shareholder, Jaspreet Mathur.

 

Pursuant to the Exchange Agreements, at the closing of each exchange transaction, each holder delivered, assigned, transferred and conveyed to the Company, free and clear of all liens and encumbrances, all of its shares of Class C Stock, and in exchange the Company issued and delivered to such holder a number of validly issued, fully paid and non-assessable shares of Series D Stock (in the amounts per the table below). The number of shares of Series D Stock issued to each holder was calculated as follows: (a) the product of (i) the number of Preferred C Shares held by such holder, multiplied by (ii) the Stated Value per share of the Class C Stock (defined in the Exchange Agreements as 100 multiplied by the price of the Company’s common stock based on the 30-day weighted average share price), divided by (b) $25.00 (i.e., the stated value per share of the Series D Stock). No additional cash consideration was paid in connection with the exchanges. In lieu of any fractional share, the Company paid cash equal to the product of such fraction multiplied by $25.00.

 

Holder   Class C Shares Exchanged   Class D Shares Received
EM1   291,372 shares   1,210,793
LPI   5,000 shares   20,777
Amarose   7,892 shares   32,795

 

The Series D Stock issued pursuant to the Exchange Agreements has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and was issued in reliance on exemptions thereunder. The Series D Stock bears a customary restrictive legend indicating that it may not be offered, sold, pledged or otherwise transferred in the absence of an effective registration statement or an applicable exemption from registration.

 

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Exchange Agreement, copies of which are filed as exhibits to this Current Report on Form 8-K.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

To the extent applicable, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits
     
10.1   Exchange Agreement by and between the Company and EM1
10.2   Exchange Agreement by and between the Company and LPI
10.3   Exchange Agreement by and between the Company and Amarose
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

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.

 

  LIMITLESS X HOLDINGS INC.
     
Date: February 26, 2026 By: /s/ Jaspreet Mathur
  Name: Jaspreet Mathur
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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