8-K
Limitless X Holdings Inc. (LIMX)
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
December 19, 2022
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 | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
9454 Wilshire Blvd., #300, Beverly Hills,CA 90212
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: 855-413-7030
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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 |
|---|---|---|
| None |
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 3.03 Material Modifications to Rights of Securityholders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changein Fiscal Year.
Amendment to Certificate of Incorporation Effecting a 1:30 ReverseStock Split
On October 26, 2022, pursuant to the approval of a majority of the voting interests, Limitless X Holdings Inc., a Delaware corporation (the “Company”), approved a 1:30 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”) to be effected at any time prior to December 31, 2022, as determined by the Board of Directors.
In connection therewith, on December 19, 2022, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation effecting the Reverse Stock Split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
As a result of the Reverse Stock Split, the total number of shares of common stock held by each shareholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of shares of common stock held by such shareholder immediately prior to the Reverse Split, divided by (ii) 30, and then rounded up to the nearest whole number.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-split common stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
The Reverse Stock Split will not affect the number of shares of authorized stock.
In connection with the Reverse Stock Split, the CUSIP number of the common stock will be changed to 090622309.
The Market Effective Date for the Reverse Split is December 21, 2022. In connection with the Reverse stock Split, a “D” will be placed on the Company’s ticker symbol for 20 business days. After 20 business days, the symbol will then change back to “VYBE.”
Item 9.01 Financial Statements and Exhibit
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation filed December 19, 2022 |
| 104 | Cover Page Interactive Data File (formatted as an Inline XBRL document) |
1
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 thereunto duly authorized.
| Limitless X Holdings Inc. | ||
|---|---|---|
| Dated: December 21, 2022 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| Chief Executive Officer |
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Limitless X Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify:
FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph:
Upon the close of business on the effective date of this Amended and Restated Certificate of Incorporation, each 30 shares of the Corporation’s Common Stock, $0.0001 par value, issued and outstanding immediately prior to the effective date shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined into one share of Common Stock (the “Reverse Split”); provided, however, no fractional shares of Common Stock shall be issued as a result of the Reverse Split, and any fraction thereof shall be rounded up to the nearest whole share. Each certificate that immediately prior to the effective date represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificates shall have been reclassified and combined. The Reverse Split shall not affect the number of shares of authorized stock.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 16th day of December, 2022.
LIMITLESS X HOLDINGS INC.
| /s/ Jaspreet Mathur | |
|---|---|
| By: | Jaspreet Mathur |
| Its: | Chief Executive Officer |