8-K - LIMX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

July 11, 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<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
9777 Wilshire Blvd., Suite 400
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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.

$250,000 Promissory Note and Warrant Agreement

Effective as of July 11, 2025 (the “Effective Date”), EM1 Capital LLC (“EM1”), an entity controlled by Jaspreet Mathur, Chief Executive Officer, Chairman, and a greater than 10% shareholder in Limitless X Holdings Inc. (the “Company”), entered into a promissory note with the Company (the “Promissory Note”) in the amount of $250,000.00 plus accrued interest at the agreed upon rate of 15% fixed per annum. EM1 will advance the funds to the Company for general working capital purposes and growth initiatives between July 11 and August 29, 2025.. The Company will pay EM1 the full balance (including principal and interest) of the Promissory Note on or before the Maturity Date (defined herein below). The maturity date of the Promissory Note is 12 months from the Effective Date (the “Maturity Date”).

Additionally, in consideration for EM1’s willingness to enter into the Promissory Note, the Company shall cause to be issued 500,000 shares of the Company’s common to EM1 on the Effective Date. The issuance of restricted shares of the Company’s common under the Promissory Note is exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). EM1 is sophisticated and represented in writing that he is an accredited investor and acquired the securities for his own account for investment purposes. A legend will be placed on the stock certificates issued to EM1 stating that the securities are “restricted securities” under Rule 144 of the Securities Act, have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

Under the Promissory Note, the Company is also required to issue warrants to EM1 to purchase up to 500,000 shares of the Corporation’s common stock on the Effective Date in accordance with the terms of the Warrant Agreement dated July 11, 2025 by and between EM1 and the Company (the “Warrant”). The Warrant has an exercise price equal to $0.80 per share, the closing price of the Company’s common stock on the date of the grant, a five (5) year term and a provision for cashless exercise.

The foregoing is only a summary of the material terms of the Promissory Note and the Warrant and does not purport to be a complete description of the rights and obligations of the parties thereunder. This summary of Promissory Note and Warrant is qualified in its entirety by reference to the forms of such agreements, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report and incorporated herein by reference.

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

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, 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	Promissory Note dated July 11, 2025 by and between the Company and EM1 Capital LLC
10.2	Warrant Agreement dated July 11, 2025 by and between the Company and EM1 Capital LLC
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:	July 14, 2025	By:	/s/ Jaspreet Mathur
		Name:	Jaspreet Mathur
		Title:	Chief Executive Officer

Exhibit 10.1

RELATED PARTY LOAN AGREEMENT AND PROMISSORY NOTE

$250,000.00	July 11, 2025 (“Effective Date”)

12-Month Note

1.	LOAN AMOUNT

Principal Loan Amount: Subject to the terms and conditions herein, EMl Capital LLC (“EM1” or “Holder”) has agreed to advance a loan in favor of Limitless X Holdings, Inc., a Delaware corporation (“LIMX” or “Maker”) the total sum of Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00), for general corporate purposes, working capital and growth initiatives. EM1 will advance the loan proceeds between July 11 and August 29, 2025. Each of EM1 or LIMX may be referred to individually as a “Party” or collectively as the “Parties”.

Mr. Mathur is the CEO, Chairman of the Board, and a significant shareholder of the LIMX. EMl is solely owned and managed by Jaspreet Mathur. This agreement and note (this “Note”) is intended to memorialize a related party loan between the entities which was required for the Company to meet a key business objective.

2.	PROMISE TO PAY

For value received, LIMX promises to pay to the order of “EM1 Capital LLC”, including its agents, successors, and assigns, at 30 N. Gould St., Suite 27689, Sheridan WY 82801, or at such other address as the EMl hereof may from time to time in writing designate, at the times specified below, in lawful money of the United States of America, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Principal”) together with interest at the rate of fifteen percent (15.0%) per annum thereon (the “Interest”, together with the Principal, the “Total Balance”) for a term of 12 months.

3.	PAYMENTS AND ADDITIONAL CONSIDERATION

The Company will pay to EMl the Total Balance, which includes principal and interest, on or before the Maturity Date, defined herein as the 12-month anniversary of the Effective Date, i.e., July 11, 2026, unless otherwise agreed in writing by the Parties.

In consideration for the Holder’s willingness to provide the Loan, and the Maker’s need to pay certain necessary expenses, the Maker shall cause to be issued an aggregate of Five Hundred Thousand (500,000) shares of the Maker’s common stock to the Holder on the Effective Date. These shares will be restricted securities under Rule 144 of the Securities Act of 1933, as amended (“Securities Act”) and shall be subject to all restrictions on transfer under the Securities Act. In addition LIMX shall issue to EM1 warrants to purchase Five Hundred Thousand (500,000) shares of Maker’s common stock on the Effective Date (the “Grant Date”), pursuant to the terms and conditions of that certain Warrant Agreement dated July 11, 2025 by and between EM1 and LIMX (the “Warrant”). The Warrant shall contain provisions for a 5-year term, cashless exercise, and anti-dilution protections for Holder. The exercise price of the warrants shall be equal to the closing price of Maker’s common stock on the Grant Date.

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| --- | | 4. | DEFAULT | | --- | --- |

Upon the occurrence of any of the following “Events of Default”, at the option of EM1, all sums of principal and interest on this Note shall be immediately due and payable, without presentment, protest, notice of protest, notice of nonpayment or dishonor, or other notices or demands of any kind whatsoever, all of which are hereby expressly waived by LIMX: (a) failure of the Company to pay any installment when due under this Note, which failure is not cured within five (5) business days from receipt by LIMX of a written or verbal notice from EMI, including via email; (b) filing by or against LIMX of a petition in bankruptcy or for relief under any bankruptcy or similar laws or for a receiver for LIMX or any property thereof; or (c) attachment, seizure, foreclosure or sequestration of or with respect to any property of LIMX

Upon an Event of Default, LIMX shall pay to EMI all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees and legal costs incurred or paid by EMl on account of such collection, whether or not suit is instituted. Failure by EMI hereof to declare a default shall not constitute a waiver of any subsequent default. Acceptance of payment in arrears shall not waive or affect the right to accelerate this Note.

After acceleration of the indebtedness evidenced by this Note, such indebtedness shall continue to bear interest at the maximum default interest rate permitted by law. All remedies of EMI under this Note are cumulative and in addition to any other remedies provided for by law or in equity, and may otherwise to the extent permitted by law, be exercised separately and the exercise of any one remedy shall not be deemed to be an election of such remedy only, to the exclusion of all others.

4.	NOTICE

Any notice, demand or other communication under this Note shall be in writing and shall be deemed to have been given on the date of service, if served personally on the Party to whom notice is to be given, or upon receipt if mailed to the Party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed to the address above or such other address the Parties may designate in writing hereafter.

EMI or LIMX may change its address for purposes of this paragraph by giving the other Party written notice of the new address in the manner set forth in this paragraph.

5.	MISCELLANEOUS PROVISIONS

Time is of the essence with respect to all of the obligations of Maker under this Note. This Note will be considered to have been executed and delivered, and to be performed in New Castle County, Delaware for all purposes including jurisdiction and venue of any proceedings to enforce the Agreement. Each Party waives any argument based on forum non conveniens or similar provisions of law relating to the place of trial. This Note shall be interpreted under Delaware law, without regard to Delaware law regarding choice of law or conflicts of laws.

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The undersigned expressly agrees that this Note or any payment under this Note may be extended by EMI from time to time without in any way affecting the liability of the undersigned hereunder.

If any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect. To the extent that any term of this Note conflicts with any law, the conflicting term shall be limited only to the extent necessary to comply with said law.

Any of the terms or conditions of this Note may be waived by EMl in writing, but no such waiver shall affect or impair the rights of EMl to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.

This Note shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, and successors in interest of the parties hereto. LIMX may not assign the obligations created herein. EMI may assign this Note.

No modification, amendment, or waiver of any provisions of this Note shall be binding upon any Party unless made in writing and signed by that Party or by a duly authorized officer or agent that that Party. Each Party has had the opportunity to consult and/or has consulted with legal counsel prior to executing this Note. LIMX may prepay principal at any time, and from time to time, without penalty.

EM1 Capital, LLC		Limitless X Holdings Inc.
By:	/s/ Jaspreet Mathur	By:	/s/ Danielle Young
Name:	Jaspreet Mathur	Name:	Danielle Young
Title:	Manager	Title:	Chief Operating Officer

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Exhibit 10.2

Warrant No. ____	July 11, 2025

WARRANT

To Purchase

Five Hundred Thousand (500,000)

Shares of Common Stock

LIMITLESS X HOLDINGS INC.

July 11, 2025 (“Issuance Date”)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION THEREFROM, AND EXCEPT AS PERMITTED UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Limitless X Holdings Inc., a Delaware corporation (the “Company”), for value received and in connection with that certain Promissory Note dated July 11, 2025, hereby certifies that EM1 Capital LLC (the “Holder”), or assigns, is entitled, subject to the terms set forth below, to purchase from the Company, Five Hundred Thousand (500,000) shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), subject to adjustment as provided by the terms of this Warrant, at an exercise price per share of $0.80 per share (the “Exercise Price”). The shares issuable upon exercise or conversion of this Warrant, as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares.”

This Warrant is further subject to the following provisions, terms and conditions:

1.	Term. This Warrant may be exercised<br> by the Holder, in whole or in part beginning on or after 5:00 P.M. Eastern Standard Time<br> on the Issuance Date pursuant to the terms of Section 2 or 3 hereof. These exercise rights<br> shall continue until expiration five (5) years after the date of issuance, at which time<br> this Warrant shall be null and void.

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| --- | | 2. | Manner of Exercise. This Warrant may be exercised by the Holder, in whole or in part (but not as to any fractional shares of Common Stock), by surrendering this Warrant, with the Exercise Form attached hereto as Exhibit A filled in and duly executed by such Holder or by such Holder’s duly authorized attorney, to the Company at its principal office accompanied by payment of the Exercise Price in the amount of the Exercise Price multiplied by the number of shares as to which the Warrant is being exercised. The Exercise Price may be paid in the form of a cashier’s check, certified check or wire transfer of funds. Alternatively and notwithstanding anything to the contrary, in lieu of exercising this Warrant by the payment of cash, Holder may pay the Exercise Price, in whole or in part, on a “cashless” basis by surrendering this Warrant with the Exercise Form attached hereto as Exhibit A, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: | | --- | --- |

X = Y (A – B) / A

Where:

● X = the number of shares of Common Stock to be issued to the Holder upon cashless exercise of this Warrant

● Y = the number of shares of Common Stock for which this Warrant is being exercised

● A = the Fair Market Value (as defined below) of one share of Common Stock on the date of exercise

● B = the Exercise Price per share (as adjusted to the date of such calculation)

For purposes of this Warrant, “Fair Market Value” shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on a recognized quotation system, the closing price on the trading day immediately preceding the date of exercise, or (ii) if the Common Stock is not so listed or quoted, as reasonably determined in good faith by the Company’s board of directors.

Upon such cashless exercise, the Holder shall not be required to pay any exercise price in cash, and the number of shares of Common Stock to be issued upon such exercise shall be determined in accordance with the formula set forth above.

Effective Date of Exercise or Conversion. Each exercise or conversion of this Warrant shall be deemed effective as of the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 2 above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise or conversion shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Within ten (10) days after the exercise or conversion of this Warrant in full or in part, the Company will, at its expense, cause to be issued in the name of and delivered to the Holder or such other person as the Holder may (upon payment by such Holder of any applicable transfer taxes) direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Holder is entitled upon such exercise or conversion, and (ii) unless this Warrant has expired, a new Warrant or Warrants (dated the date hereof and in form identical hereto) representing the right to purchase the remaining number of shares of Common Stock, if any, with respect to which this Warrant has not then been exercised or converted.

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| --- | | 4. | Adjustments to Exercise Price. The above provisions are, however, subject to the following: | | --- | --- | | (i) | If the Company shall at any time after the date of this Warrant subdivide or combine the outstanding shares of its capital stock or declare a dividend payable in capital stock, then the number of shares of Common Stock for which this Warrant may be exercised immediately prior to the subdivision, combination or record date for such dividend payable in capital stock shall forthwith be proportionately decreased, in the case of combination, or increased, in the case of subdivision or dividend payable in capital stock. | | --- | --- | | (ii) | If the Company shall at any time after the date of this Warrant subdivide or combine the outstanding shares of capital stock or declare a dividend payable in capital stock or other securities, the Exercise Price in effect immediately prior to the subdivision, combination or record date for such dividend payable in capital stock or other securities shall forthwith be proportionately increased, in the case of combination, or decreased, in the case of subdivision or dividend payable in capital stock or other securities. | | --- | --- | | (iii) | If any capital reorganization or reclassification of the capital stock of the Company, or share exchange, combination, consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of capital stock shall be entitled to receive stock, securities or assets with respect to or in exchange for capital stock, then, as a condition of such reorganization, reclassification, share exchange, combination, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of this Warrant, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company into which this Warrant could be exercisable or convertible, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the maximum number of shares of such stock issuable upon exercise of this Warrant, and in any such case appropriate provisions shall be made with respect to the rights and interests of Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon exercise or conversion of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise or conversion hereof. The Company shall not effect any such share exchange, combination, consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such share exchange, combination, consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder, at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets that, in accordance with the foregoing provisions, such Holder may thereafter be entitled to receive upon exercise or conversion of this Warrant. Alternatively, the Company may cash out the Warrants based upon the per-share price for Common Stock that is obtained from such successor in connection with such transaction. | | --- | --- |

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| --- | | 5. | No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a shareholder of the Company unless and until exercised or converted pursuant to the provisions hereof. | | --- | --- | | 6. | Covenants of the Company. The Company covenants and agrees that all shares that may be issued upon conversion of this Warrant will, upon issuance, be duly authorized and issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times have authorized, and reserved for the purpose of issuance upon exercise hereof, a sufficient number of shares of its Common Stock and the common stock into which such Common Stock is convertible, to provide for the exercise of this Warrant. | | --- | --- | | 7. | Certain Notices. The Holder shall be entitled to receive from the Company immediately upon declaration thereof and at least 20 days prior to the record date for determination of shareholders entitled thereto or to vote thereon (or, if no record date is set, prior to the event), written notice of any event that could require an adjustment pursuant to Section 5 hereof or of the dissolution or liquidation of the Company. All notices hereunder shall be in writing and shall be delivered personally or by telecopy (receipt confirmed) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows: | | --- | --- |

If to the Holder, to the address listed with the Company’s transfer agent.

If to the Company, to Limitless X Holdings Inc., Danielle Young, Chief Operating Officer, 9454 Wilshire Blvd., #400, Beverly Hills, CA, Tel: (855) 413-7030, and e-mail address danielle@limitlessx.com.

Any party may change the above-specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by telecopy) or on the day shown on the return receipt (if delivered by mail or delivery service).

8.	Governing Law, Miscellaneous. No amendment, modification<br>or waiver of any provision of this Warrant shall be effective unless the same shall be in writing and signed by the holder hereof. This<br>Warrant shall be governed by and construed in accordance with the laws of the State of Delaware.

[Signature Pageto Follow]

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ACCORDINGLY, the Company has caused this Warrant to be signed by its authorized officer and dated as of the date stated above.

Limitless X Holdings, Inc.
By:	/s/ Danielle Young
Name:	Danielle Young
Title:	Chief Executive Officer
ACKNOWLEDGED AND ACCEPTED
EM1 Capital LLC
By:	/s/ Jaspreet Mathur
Name:	Jaspreet Mathur
Title:	Manager

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Exhibit A

NOTICE OF<br> EXERCISE OF WARRANT --	To Be Executed<br> by the Registered Holder in Order to Exercise the Warrant

The undersigned hereby irrevocably elects to exercise the attached Warrant to purchase, for [cash or cashless exercise] pursuant to Section 2 thereof, ________________ shares of Common Stock issuable upon the exercise of such Warrant. The undersigned requests that certificates for such shares be issued in the name of the undersigned. If this Warrant is not fully exercised, the undersigned requests that a new Warrant to purchase the balance of shares remaining purchasable hereunder be issued in the name of the same.

Date: ___________,<br> 20__	Holder
	[signature]
	INSERT ADDRESS
	_____________, _______
	PHONE: (___)<br> ___- ____
	FAX: (___) ___-____
	[tax identification number]

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