Limitless X Holdings Inc 8-K, filed Oct 7, 2025
Limitless X Holdings Inc. (LIMX)
About this 8-K
Limitless X Holdings Inc filed this 8-K on October 7, 2025, reporting on events of September 30, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |
Exhibit 3.1
