Form 8-K

8-K — Limitless X Holdings Inc.

Accession: 0001493152-26-048160

Filed: 2026-10-23

Period: 2026-06-03

CIK: 0001803977

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-3.3 (ex3-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001803977

2026-06-03

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

Date of Report (Date of earliest event reported): June

3, 2026

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

Registrant’s telephone number, including area

code: (855) 413-7030

Not Applicable

(Former name or former address, if changed since last

report)

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:

☐

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: 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On June 3, 2026, Michael Braun notified the Board

of Directors (the “Board”) of Limitless X Holdings Inc. (the “Company”) of his decision to resign as a member

of the Board, effective June 30, 2026. Mr. Braun’s decision to resign was not the result of any disagreement with the Company on

any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Braun for his service on the Board.

As of the date of this Current Report on Form 8-K,

the Board has not appointed a director to fill the vacancy created by Mr. Braun’s resignation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 19, 2026, the Company

filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a Certificate of Amendment

to the Certificate of Designation of Class B Convertible Preferred Stock, as amended (the “Class B Amendment”), decreasing

the number of shares designated as Class B Convertible Preferred Stock from 11,000,000 to 1,500,000, which became effective upon filing.

On October 20, 2026, the Company filed with the Delaware Secretary of State (i) a Certificate of Amendment to the Second Amended and Restated

Certificate of Designation of Class C Convertible Preferred Stock (the “Class C Amendment”), decreasing the number of shares

designated as Class C Convertible Preferred Stock from 5,000,000 to 500,000; and (ii) a Certificate of Designations designating 20,000,000

shares of Class F Convertible Preferred Stock (the “Class F Certificate” and, together with the Class B Amendment and the

Class C Amendment, the “Filed Instruments”). Each of the Class C Amendment and the Class F Certificate became effective as

of October 19, 2026.

The Class B Amendment and the

Class C Amendment decreased the number of shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred

Stock”), designated to each class as follows:

Class / Series

Designated Before

Reduction

Designated After

Class B Convertible Preferred Stock

11,000,000

(9,500,000 )

1,500,000

Class C Convertible Preferred Stock

5,000,000

(4,500,000 )

500,000

Total

16,000,000

(14,000,000 )

2,000,000

The Class B Amendment was approved

by the Board pursuant to the authority granted under Article IV of the Company’s Amended and Restated Certificate of Incorporation,

as amended (the “Certificate of Incorporation”), and in accordance with Section 151(g) of the Delaware General Corporation

Law, without the consent of the holders of Class B Convertible Preferred Stock because the reduction affects only shares that were unissued.

The Class C Amendment was approved by the Board and by the holders of a majority of the outstanding Class C Convertible Preferred Stock.

The 14,000,000 shares of Preferred

Stock eliminated from the Class B Convertible Preferred Stock and Class C Convertible Preferred Stock resumed the status of authorized

but unissued and undesignated shares of Preferred Stock. The Amendments do not change the total number of shares of Preferred Stock the

Company is authorized to issue, which remains 30,000,000 shares. Following the filings, the designations are: 500,000 shares of Class

A Convertible Preferred Stock, 1,500,000 shares of Class B Convertible Preferred Stock, 500,000 shares of Class C Convertible Preferred

Stock, 5,000,000 shares of Series D 15% Cumulative Redeemable Perpetual Preferred Stock, and 20,000,000 shares of Class F Convertible

Preferred Stock, with 2,500,000 shares remaining authorized but undesignated. No outstanding shares were cancelled, converted or otherwise

affected by the Amendments or the Class F Certificate.

The Class F Preferred Stock will

be issuable as part of Units in the Company’s Regulation A offering of up to 20,000,000 Units at an offering price of $1.25 per

Unit. Each share of Class F Preferred Stock will have no dividend rights and a liquidation preference of $1.25 per share, and will be

convertible at the option of the holder into one share of Common Stock. The Company may direct mandatory conversion upon (i) a change

in control, (ii) the closing price of the Common Stock being at least $2.50 per share for five consecutive trading days, or (iii) the

listing of the Common Stock on a national securities exchange.

Beginning on the five-year anniversary

of the applicable issuance date, the Company may redeem Class F Preferred Stock at $1.25 per share. The Class F Preferred Stock ranks

junior to the Class A, Class B and Class C Preferred Stock and Series D 15% Cumulative Redeemable Perpetual Preferred Stock, has no voting

rights except as required by law, and is subject to a 19.99% beneficial ownership limitation on conversion.

The foregoing description of the

Filed Instruments and the Class F Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the

full text of the Filed Instruments, copies of which are filed as Exhibits 3.1, 3.2 and 3.3 to this Current Report on Form 8-K and are

incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Designation of Class B Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on October 19, 2026 and effective as of October 19, 2026

3.2

Certificate of Amendment to Second Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on October 20, 2026 and effective as of October 19, 2026

3.3

Certificate of Designations of Class F Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on October 20, 2026 and effective as of October 19, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

By:

/s/ Jaspreet Mathur

Name:

Jaspreet Mathur

Title:

Chief Executive Officer

Date:

October 23, 2026

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

CERTIFICATE

OF DESIGNATION OF CLASS B CONVERTIBLE PREFERRED STOCK

LIMITLESS

X HOLDINGS INC.

(Pursuant

to Sections 103 and 151(g) of the General Corporation Law of the State of Delaware)

Limitless

X Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the

“DGCL”) (the “Company”), DOES HEREBY CERTIFY as follows:

1. Article

IV of the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware

on October 31, 2022, as amended (the “A&R Certificate”) authorizes the Company to issue 30,000,000 shares of preferred

stock, par value $0.0001 per share (the “Preferred Stock”), in one or more series, and vests in the Board of Directors of

the Company (the “Board”) the authority to fix the number of shares and the rights and preferences of each series. Article

IV further provides that, “unless otherwise specifically provided in the resolution establishing any series, the board of directors

shall further have the authority, after the issuance of shares of a series whose number it has designated, to amend the resolution establishing

such series to decrease the number of shares of that series, but not below the number of shares of such series then outstanding”.

2. On

October 23, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Class B Convertible

Preferred Stock (as amended, including by the Certificates of Amendment thereto filed with the Secretary of State of the State of Delaware,

the “Class B Certificate of Designation”), which currently designates 11,000,000 shares of Preferred Stock as Class B Convertible

Preferred Stock (the “Class B Convertible Preferred Stock”).

3. The

resolution establishing the Class B Convertible Preferred Stock does not provide otherwise than as set forth in Article IV of the A&R

Certificate, and the number of shares of Class B Convertible Preferred Stock outstanding as of the date hereof is 1,081,356, which does

not exceed the reduced number of shares of Class B Convertible Preferred Stock set forth below.

4. Pursuant

to the authority granted to it under Article IV of the A&R Certificate and in accordance with Section 151(g) of the DGCL, the Board,

by unanimous written consent dated October 13, 2026, duly adopted resolutions approving the amendment of the Class B Certificate of Designation

set forth below (the “Amendment”).

5. The

Board determined that the decrease affects only authorized but unissued shares, does not alter the rights, preferences or privileges

of the outstanding Class B shares, and is not adverse to the Class B; accordingly no consent of the Class B holders under Section 4(a)

is required.

6. Section

1 of the Class B Certificate of Designation is hereby amended by deleting the number “11,000,000” and replacing it with the

number “1,500,000”, such that the number of shares of Preferred Stock designated as Class B Convertible Preferred Stock shall

be one million five hundred thousand (1,500,000) shares. Section 1 of the Class B Certificate of Designation, as so amended, reads in

its entirety as follows:

“Section

1. Designation and Amount. The shares of the Class of Convertible Preferred Stock hereby and herein created shall have a par value of

$0.0001 per share and shall be designated as Class B Convertible Preferred Stock (the “Class B Convertible Preferred Stock”)

and the number of shares constituting the Class B Convertible Preferred Stock shall be 1,500,000.”

7. The

9,500,000 shares of Preferred Stock by which the number of shares of Class B Convertible Preferred Stock is decreased pursuant to this

Certificate of Amendment shall resume the status of authorized but unissued and undesignated shares of Preferred Stock.

8. Except

as expressly set forth herein, the Class B Certificate of Designation remains unchanged and in full force and effect.

9. This

Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.

WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be executed by its duly authorized officer on October 19, 2026.

LIMITLESS

X HOLDINGS INC.

By:

/s/

Jaspreet Mathur

Name:

Jaspreet

Mathur

Title:

Chief

Executive Officer

EX-3.2

Filename: ex3-2.htm · Sequence: 3

Exhibit

3.2

CERTIFICATE

OF AMENDMENT

SECOND

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF CLASS C

CONVERTIBLE PREFERRED STOCK

LIMITLESS

X HOLDINGS INC.

(Pursuant

to Sections 103 and 151(g) of the General Corporation Law of the State of Delaware)

Limitless

X Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the

“DGCL”) (the “Company”), DOES HEREBY CERTIFY as follows:

1. Article

IV of the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware

on October 31, 2022, as amended (the “A&R Certificate”) authorizes the Company to issue 30,000,000 shares of preferred

stock, par value $0.0001 per share (the “Preferred Stock”), in one or more series, and vests in the Board of Directors of

the Company (the “Board”) the authority to fix the number of shares and the rights and preferences of each series. Article

IV further provides that, “unless otherwise specifically provided in the resolution establishing any series, the board of directors

shall further have the authority, after the issuance of shares of a series whose number it has designated, to amend the resolution establishing

such series to decrease the number of shares of that series, but not below the number of shares of such series then outstanding”.

2. On

September 30, 2025, the Company executed and filed with the Secretary of State of the State of Delaware a Second Amended and Restated

Certificate of Designation of Class C Convertible Preferred Stock (the “Class C Certificate of Designation”), which amended

and restated in its entirety the Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock filed on January

9, 2025, and which currently designates 5,000,000 shares of Preferred Stock as Class C Convertible Preferred Stock (the “Class

C Convertible Preferred Stock”).

3. The

resolution establishing the Class C Convertible Preferred Stock does not provide otherwise than as set forth in Article IV of the A&R

Certificate, and the number of shares of Class C Convertible Preferred Stock outstanding as of the date hereof is 33,430, which does

not exceed the reduced number of shares of Class C Convertible Preferred Stock set forth below.

4. Pursuant

to the authority granted to it under Article IV of the A&R Certificate and in accordance with Section 151(g) of the DGCL, the Board,

by unanimous written consent dated October 13, 2026, duly adopted resolutions approving the amendment of the Class C Certificate of Designation

set forth below (the “Amendment”).

5. Section

8 of the Class C Certificate of Designation provides that the Class C Certificate of Designation may be amended by a written consent

adopted by a majority of the issued and outstanding shares of Class C Convertible Preferred Stock as of the date of the amendment. The

Amendment was duly approved, pursuant to Section 8 of the Class C Certificate of Designation and Section 228 of the DGCL, by the written

consent of the holders of a majority of the issued and outstanding shares of Class C Convertible Preferred Stock as of the date hereof.

6. Section

1 of the Class C Certificate of Designation is hereby amended by deleting the number “5,000,000” and replacing it with the

number “500,000”, such that the number of shares of Preferred Stock designated as Class C Convertible Preferred Stock shall

be five hundred thousand (500,000) shares. Section 1 of the Class C Certificate of Designation, as so amended, reads in its entirety

as follows:

“Section

1. Designation and Amount. The shares of the class of convertible preferred stock (the Company’s preferred stock, the “Preferred

Stock”) hereby and herein created shall have a par value of $0.0001 per share and shall be designated as Class C Convertible Preferred

Stock (the “Class C Convertible Preferred Stock”) and the number of shares constituting the Class C Convertible Preferred

Stock shall be 500,000.”

7. The

4,500,000 shares of Preferred Stock by which the number of shares of Class C Convertible Preferred Stock is decreased pursuant to this

Certificate of Amendment shall resume the status of authorized but unissued and undesignated shares of Preferred Stock.

8. Except

as expressly set forth herein, the Class C Certificate of Designation remains unchanged and in full force and effect.

9. This

Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.

WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be executed by its duly authorized officer on October 19, 2026.

LIMITLESS

X HOLDINGS INC.

By:

/s/

Jaspreet Mathur

Name:

Jaspreet

Mathur

Title:

Chief

Executive Officer

EX-3.3

Filename: ex3-3.htm · Sequence: 4

Exhibit 3.3

LIMITLESS

X HOLDINGS INC.

CERTIFICATE

OF DESIGNATIONS OF

CLASS

F CONVERTIBLE PREFERRED STOCK

Pursuant

to Section 151 of the General Corporation Law of the State of Delaware, Limitless X Holdings Inc., a corporation organized and existing

under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section

103 thereof, does hereby submit the following:

WHEREAS,

the Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”) authorizes the issuance

of as many as 30,000,000 shares of the Corporation’s preferred stock, par value $0.0001 per share (“Preferred Stock”),

in one or more classes of stock or series thereof, and expressly authorizes the Board of Directors of the Corporation (the “Board”),

subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for classes or series of Preferred

Stock, and, with respect to each such class or series, to establish and fix the number of shares to be included in any class or series

of Preferred Stock and the designation, rights, preferences, powers, restrictions, and limitations of the shares of such class or series;

WHEREAS,

the Corporation has designated (a) 500,000 of the shares of Preferred Stock as Class A Convertible Preferred Stock (“Class A Stock”);

(b) 1,500,000 of the shares of Preferred Stock as Class B Convertible Preferred Stock (“Class B Stock”); (c) 500,000 of the

shares of Preferred Stock as Class C Convertible Preferred Stock (“Class C Stock”); and (d) 5,000,000 of the shares of Preferred

Stock as Series D 15% Cumulative Redeemable Perpetual Preferred Stock (the “Series D Stock”); and the reductions in the numbers

of shares designated as Class B Stock and Class C Stock were effected by Certificates of Amendment filed with the Secretary of State

of the State of Delaware on October 19, 2026, immediately before this Certificate of Designations; and

WHEREAS,

it is the desire of the Board to establish and fix the number of shares to be included in a new class of Preferred Stock and the designations,

rights, preferences, powers, restrictions, and limitations of the shares of such new class.

NOW,

THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issue of a class of Preferred Stock and does hereby

in this Certificate of Designations (this “Certificate of Designations”) establish and fix and herein state and express the

designations, rights, preferences, powers, restrictions, and limitations of such class of Preferred Stock as follows:

Designation and Amount. The shares of such class of Preferred Stock shall be designated as “Class F Convertible Preferred

Stock” (the “Class F Preferred Stock”) and the number of shares constituting such class shall be 20,000,000 shares,

par value $0.0001 per share and a stated value of $1.25 per share.

No Maturity , Sinking Fund, Mandatory Redemption. The Class F Preferred Stock has no stated maturity and will not be subject to

any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Corporation decides to convert, redeem or

otherwise repurchase the Class F Preferred Stock as provided in Sections 6 and 7 hereof. The Corporation is not required to set aside

funds to redeem the Class F Preferred Stock.

Ranking. The Class F Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets

upon the Corporation’s liquidation, dissolution or winding up, (i) senior to all classes or series of the Corporation’s common

stock and to all other equity securities issued by the Corporation other than equity securities referenced in clauses (ii) and (iii)

of this Section 3, (ii) on parity with all equity securities issued by the Corporation with terms specifically providing that those equity

securities rank on parity with the Class F Preferred Stock with respect to rights to the payment of dividends and the distribution of

assets upon the Corporation’s liquidation, dissolution or winding up; and (iii) effectively junior to the Class A Stock, Class

B Stock, Class C Stock and Series D Stock and all of the Corporation’s existing and future indebtedness (including indebtedness

convertible into the Corporation’s common stock or Preferred Stock) and to the indebtedness and other liabilities of (as well as

any preferred equity interests held by others in) the Corporation’s existing subsidiaries and any future subsidiaries.

Dividends. The Class F Preferred Stock will not be entitled to dividends.

Liquidation Preference.

(a)

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Class

F Preferred Stock will be entitled to be paid out of the assets the Corporation has legally available for distribution to its stockholders,

with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $1.25 per share,

before any distribution of assets is made to holders of the Corporation’s common stock or any other class or series of the Corporation’s

capital stock that it may issue that ranks junior to the Class F Preferred Stock as to liquidation rights.

(b)

In the event that, upon any such voluntary or involuntary liquidation, dissolution, or winding up, the available assets of the Corporation

are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Class F Preferred Stock and the corresponding

amounts payable on all shares of other classes or series of capital stock of the Corporation that it may issue ranking on parity with

the Class F Preferred Stock in the distribution of assets, then the holders of the Class F Preferred Stock and all other such classes

or series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions

to which they would otherwise be respectively entitled.

(c)

Holders of Class F Preferred Stock will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than

30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which

they are entitled, the holders of Class F Preferred Stock will have no right or claim to any of the remaining assets of the Corporation.

The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other entity with or into

the Corporation, or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Corporation,

shall not be deemed a liquidation, dissolution or winding up of the Corporation (although such events may give rise to the special optional

redemption described in Section 6 hereof).

Conversion.

(a)

Optional Conversion. At any time after issuance, the Class F Preferred Stock is convertible into one (1) share of Common Stock

at the option of the holder.

(b)

Mandatory Conversion. At any time after issuance, upon the occurrence of any of the following events, the Corporation shall have

a right to direct the mandatory conversion of the Class F Preferred Stock: (a) a Change of Control; (b) if the closing price of the Common

Stock closes at or above $2.50 per share for 5 consecutive trading days; or (c) if the Corporation’s Common Stock is listed on

a National Securities Exchange. “National Securities Exchange” means any national securities exchange registered under Section

6 of the Exchange Act, including without limitation The Nasdaq Stock Market LLC, the New York Stock Exchange, NYSE American LLC, or any

successor thereto.

(c)

Beneficial Ownership Limitation. Notwithstanding anything herein to the contrary, the Corporation shall not effect any conversion

of Class F Preferred Stock, and a holder shall not have the right to convert any portion of Class F Preferred Stock, to the extent that,

after giving effect to such conversion, the holder (together with such holder’s affiliates, and any other person whose beneficial

ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act

and the applicable regulations of the Commission, including any “group” of which the holder is a member (the foregoing, “Attribution

Parties”)) would beneficially own a number of shares of Common Stock in excess of 19.99% of the Common Stock outstanding immediately

after giving effect to such conversion (the “Beneficial Ownership Limitation”).

Redemption; Class F Preferred Stock Call Right.

(a)

The Class F Preferred Stock is not redeemable by the Corporation prior to the five-year anniversary of the applicable Issue Date of each

respective share, except upon a Change of Control.

(b)

On and after the five-year anniversary of the applicable Issue Date, the Corporation may, at its option and upon not less than 30 nor

more than 60 days’ written notice, redeem the Class F Preferred Stock, in whole or in part, at any time or from time to time, for

cash at a redemption price of $1.25 per share.

(c)

Upon the occurrence of a Change of Control as defined in Section 7(d) hereof, regardless of whether before or after the five-year anniversary

of the applicable Issue Date, the Corporation may, at its option, upon not less than 30 nor more than 60 days’ written notice,

redeem the Class F Preferred Stock, in whole or in part, within 120 days after notice of such Change of Control, for cash at a redemption

price of $1.25 per share.

(d)

A “Change of Control” is deemed to occur when any person, including any syndicate or group deemed to be a “person”

under Section 13(d)(3) of the Exchange Act, directly or indirectly, through a purchase, merger or other acquisition transaction or series

of purchases, shall have acquired the Corporation’s stock entitling that person to exercise more than 50% of the total voting power

of all the Corporation’s stock entitled to vote generally in the election of the Corporation’s directors (except that such

person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is

currently exercisable or is exercisable only upon the occurrence of a subsequent condition).

(e)

In the event the Corporation elects to redeem the Class F Preferred Stock, the notice of redemption will be mailed to each holder of

record of the Class F Preferred Stock called for redemption at such holder’s address as it appears on the Corporation’s stock

transfer records, not less than 30 nor more than 60 days prior to the redemption date, and will state the following: (i) the redemption

date; (ii) the number of shares of Class F Preferred Stock to be redeemed; (iii) the place or places where certificates (if any) for

the Class F Preferred Stock are to be surrendered for payment of the redemption price; and (iv) if applicable, that such redemption is

being made in connection with a Change of Control and, in that case, a brief description of the transaction or transactions constituting

such Change of Control. If less than all of the shares of Class F Preferred Stock held by any holder are to be redeemed, the notice mailed

to such holder shall also specify the number of shares of Class F Preferred Stock held by such holder to be redeemed. No failure to give

such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares

of Class F Preferred Stock except as to the holder to whom notice was defective or not given.

(f)

Holders of Class F Preferred Stock to be redeemed shall surrender the Class F Preferred Stock (if certificated) at the place designated

in the notice of redemption and shall be entitled to the redemption price following the surrender.

(g)

If notice of redemption of any shares of Class F Preferred Stock has been given and if the Corporation irrevocably sets aside the funds

necessary for redemption in trust for the benefit of the holders of the shares of Class F Preferred Stock so called for redemption, then

from and after the redemption date (unless the Corporation shall default in providing for the payment of the redemption price), those

shares of Class F Preferred Stock shall no longer be deemed outstanding, and all rights of the holders of those shares will terminate,

except the right to receive the redemption price payable upon redemption.

(h)

If any redemption date is not a Business Day, then the redemption price payable upon redemption may be paid on the next Business Day

and no interest or other sums will accumulate on the amount payable for the period from and after that redemption date to that next Business

Day.

(i)

If less than all of the outstanding Class F Preferred Stock is to be redeemed, the Class F Preferred Stock to be redeemed shall be selected

pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method the Corporation shall

determine.

(j)

Subject to applicable law, the Corporation may purchase shares of Class F Preferred Stock in the open market, by tender or by private

agreement. Any shares of Class F Preferred Stock that the Corporation acquires may be retired and reclassified as authorized but unissued

shares of Preferred Stock, without designation as to class or series, and may thereafter be reissued as any class or series of Preferred

Stock.

Amendment. No provision in this Certificate of Designations may be amended, waived or modified except by an instrument in writing

executed by the Corporation and the holders of a majority of the issued and outstanding shares of Class F Preferred Stock, and any such

written amendment, modification or waiver shall be binding upon the Corporation and each holder of the Class F Preferred Stock.

Voting Rights.

(a)

Holders of the Class F Preferred Stock will not have any voting rights, except as required by Delaware law. On each matter on which holders

of Class F Preferred Stock are entitled to vote, each share of Class F Preferred Stock will be entitled to one vote.

(b)

Except as expressly stated in this Section 9 or as may be required by applicable law, the Class F Preferred Stock will not have any relative,

participating, optional or other special voting rights or powers and the consent of the holders thereof shall not be required for the

taking of any corporate action.

10.

No Preemptive Rights. The holders of the Class F Preferred Stock will not have any preemptive rights to purchase or subscribe

for the Corporation’s common stock or any other security.

11.

Record Holders. The Corporation and the transfer agent for the Class F Preferred Stock may deem and treat the record holder of

any Class F Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent

shall be affected by any notice to the contrary.

12.

Adjustment. If the Corporation effects a stock dividend, a stock split, or a reverse split of the Class F Preferred Stock,

the liquidation preference, redemption price and conversion ratio will be proportionately adjusted.

13.

Reissuance of Class F Preferred Stock . In the event, any shares of Class F Preferred Stock are redeemed, converted, or otherwise

acquired by the Corporation, the shares so converted, redeemed or otherwise acquired shall be cancelled and shall return to the status

of authorized and unissued Preferred Stock of no designated class.

14.

Definitions. For purposes of this Certificate of Designations: (a) “Issue Date” means the original issuance date of

each share of Class F Preferred Stock; (b) “Business Day” means any day other than a Saturday, Sunday or day banks in New

York are authorized to close; (c) “Exchange Act” means the Securities Exchange Act of 1934, as amended; and (d) “Common

Stock” means the Corporation’s common stock, par value $0.0001 per share.

WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed in its name and on its behalf on this 19th

day of October, 2026.

Limitless

X Holdings Inc.

By:

/s/

Jaspreet Mathur

Jaspreet

Mathur

Chief

Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.3

Cover

Jun. 03, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 03, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

000-56453

Entity Registrant Name

LIMITLESS X HOLDINGS

INC.

Entity Central Index Key

0001803977

Entity Tax Identification Number

81-1034163

Entity Incorporation, State or Country Code

Entity Address, Address Line One

9777 Wilshire Blvd

Entity Address, Address Line Two

#400

Entity Address, City or Town

Beverly Hills

Entity Address, State or Province

Entity Address, Postal Zip Code

90212

City Area Code

(855)

Local Phone Number

413-7030

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration