Limitless X Holdings Inc.

8-K/A · form8-ka.htm

0001803977

 2025-09-30
 2025-09-30

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K/A

 Amendment
No. 1

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d) of the Securities

Exchange Act of 1934

  

 September
30, 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

 of incorporation)

  
 (Commission

 File Number)

  
 (IRS Employer

 Identification No.)

  

 9777
 Wilshire Blvd. , Suite 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.

  

  

  

  

  

  

 Explanatory
Note

  

 This
Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Limitless X Holdings Inc.
(the “Company”) with the Securities and Exchange Commission on October 7, 2025 (the “Original Filing”). The purpose
of this Amendment is to include information that was inadvertently omitted from the Original Filing regarding certain issuances of common
stock to executive officers of the Company. This Amendment should be read in conjunction with the October 7 Filing and is hereby incorporated
therein by reference.

  

 Except
as expressly set forth herein, this Amendment does not modify or update any other disclosures contained in the Original Filing. The Original
Form 8-K and the Amendment should be read together.

  

  

  

  

 Item
3.02 Unregistered Sales of Equity Securities

  

 Officer
Stock Issuances

  

 Effective
as of September 30, 2025, the board of directors (the “Board”) of the Company issued an aggregate of 1,046,834 shares of
its common stock to its executive officers in consideration for accrued compensation owed to such officers in connection with services
rendered as executive officers of the Company from January 1, 2025 through September 30, 2025. The number of shares issued to each officer
was calculated using a price of $1.21 per share. The shares were issued as follows: (a) to Jaspreet Mathur, the Company’s Chief
Executive Officer, 654,270 shares of the Company’s common stock, the equivalent of $791,666.70 in accrued compensation; (b) to
Rob Cucher, the Company’s Vice President of Legal Affairs, 163,567 shares of the Company’s common stock, the equivalent of
$197,916.07 in accrued compensation; (c) to Danielle Young, the Company’s Chief Operating Officer, 130,857 shares of the Company’s
common stock, the equivalent of $158,336.97 in accrued compensation; and (d) to Benjamin Chung, the Company’s Chief Financial Officer,
98,140 shares of the Company’s common stock, the equivalent of $118,749.40 in accrued compensation. The shares of the Company’s
common stock issued to each officer are “restricted securities” as defined in Rule 144 under the Securities Act and are subject
to restrictions on transfer and sale under applicable state and federal securities laws. The issuance of the shares was exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, as the shares were
issued to a limited number of persons who were executive officers of the Company and had access to information about the Company.

  

 Item
5.02 Compensatory Arrangements of Certain Officers

  

 The
information disclosed in Item 3.02 is hereby incorporated by reference into this Item 5.02 to the extent necessary.

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
  
 Exhibit

 10.1
  
 Form of Wage Release Agreement between the Company and the Executives

 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:
 June 4, 2026
 By:
 /s/
 Jaspreet Mathur

  
 Name:

 Jaspreet
 Mathur

  
 Title:
 Chief
 Executive Officer