Form 8-K

8-K — Limitless X Holdings Inc.

Accession: 0001493152-26-015866

Filed: 2026-04-09

Period: 2026-04-08

CIK: 0001803977

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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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

April

8, 2026

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

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

9777

Wilshire Blvd., #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 ☐

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.

Memorandum

of Understanding

April 8, 2026 (the “Effective Date”), Limitless X Holdings Inc. (the “Company”) entered into a binding Memorandum

of Understanding for Stock Issuance Settlement (the “MOU”) with its Chief Executive Officer and Chairman of the Board of

Directors and greater than 10% shareholder in the Company, Jaspreet Mathur (“Mathur”), to clarify and settle certain benefits

in the amount of $50,000 previously promised to Mathur under his employment offer letter and related to his efforts to grow the Company’s

business. The MOU provides for an accord and settlement of all bonus and incentive stock compensation promised to Mathur as part of his

offer letter and in connection with acquiring celebrity contracts, without affecting any other obligations or rights under such offer

letter or other agreements between the parties.

Pursuant

to the MOU, and as consideration for all bonuses and incentives earned by Mathur for meeting milestones on behalf of the Company (including,

but not limited to, entering into contracts with high-profile athletes and funding professionals required for public market reporting),

the Company agreed to cause to be issued to Mathur a total of 550,000 shares of the Company’s Class B Convertible Preferred Stock

(the “Class B Preferred Shares”). The Class B Preferred Shares are intended to constitute full compensation for all bonus

payments which are or may be owed to Mathur under his offer letter and as previously promised to him to acquire celebrity contracts.

The

Class B Preferred Shares will be subject to all terms, conditions and restrictions set forth in the Company’s Certificate of Designation

of Class B Convertible Preferred Stock, as amended. The Class B Preferred Shares will be restricted securities under the Securities Act

of 1933, as amended (the “Securities Act”).

Summary

of Terms of Class B Convertible Preferred Stock

Holders

of the Class B Convertible Preferred Stock (“Class B Stock”) have no voting rights, except as required by Delaware law. Dividends

do not accrue on the Class B Stock. Each share of Class B Stock is entitled to a liquidation preference of $3.00 per share, senior to

common stock and junior to the company’s Class A preferred stock. Each share of Class B Stock is convertible, at the holder’s

option, into .067 shares of common stock (initially, one share of Class B Stock converted into two shares of common stock, but was adjusted

to conform to the company’s December 2022 reverse stock split), subject to a beneficial-ownership cap if, after giving effect to

the conversion, the holder (together with its affiliates/attribution parties) would beneficially own more than 4.99% of the outstanding

common stock, with the ability to increase that cap to 9.99%. The conversion price/ratio is adjusted for stock dividends, stock splits,

combinations and reclassifications.

The

foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the full text of the

MOU, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

the extent applicable, 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

the extent applicable, 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

Memorandum of Understanding by and between the Company and Jaspreet Mathur dated April 6. 2026

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:

April

9, 2026

By:

/s/

Jaspreet Mathur

Name:

Jaspreet

Mathur

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

LIMITLESS

X HOLDINGS INC.

Memorandum

of Understanding

The

following memorandum of understanding provides for an accord and settlement between Limitless X Holdings, Inc. and Jaspreet Mathur to

clarify and settle benefits promised in the past as related to the employment offer letter previously entered by and between these parties,

with no impact on or affect to other obligations or rights provided in the offer letter or other agreements between the parties including

other issuances of stock prior to or following the execution hereof.

Dated:

April 8, 2026 (“Effective Date”)

WHEREAS,

LIMITLESS X HOLDINGS INC., a Delaware corporation is a publicly traded company and the owner of Limitless X Inc. a company started

October 1, 2021 (collectively, “Limitless”);

WHEREAS,

JASPREET MATHUR (“Mathur”) provided services for the benefit of Limitless from its inception in 2021 through the present

date pursuant to an Offer Letter for Mathur to act as CEO and Chairman of the Board of Directors (“the Offer Letter”) (Mathur

and Limitless are collectively referred to as “the Parties”);

WHEREAS,

Limitless by and through its management team and initial directors made certain promises to Mathur of as part of Mathur’s

role with Limitless and his efforts to grow the business, with certain milestones justifying issuance of additional common or preferred

stock specifically designed to reward Mathur’s accomplishment and/ or incentivize further efforts;

WHEREAS,

Mathur asserts that he has performed and continues to perform all promised milestones, including but not limited to entering a-list athlete

contracts and funding all professionals required for public market reporting, which he claims justifies the bonus stock issuance promised

to him in or around October 2021 and following the execution of the initial Offer Letter on an ongoing basis; and

WHEREAS,

the Parties have mutually agreed to settle any and all obligations between themselves as to the amount of the bonuses/incentives

owed to Mathur for his efforts, and the form of the stock issuance in order to resolve this issue, pursuant to the terms herein.

NOW

THEREFORE, the parties hereby agree to the terms of this binding Memorandum of Understanding to serve as full compensation for all

bonus payments which are or may be owed to Mathur as part of the Offer Letter and as promised to him to acquire celebrity contracts.

1. Consideration-

As consideration for all bonuses and incentives earned by Mathur for meeting milestones

on behalf of Limitless, as promised to him in or around October 2021, Limitless shall cause

to be issued a total of 550,000 shares of LIMX Class B Convertible Preferred stock

to Mathur. The Parties have agreed that the bonuses and incentives owed to Mathur have an

aggregate value of approximately $50,000, based on the Company’s stock price of $1.25

as of April 8, 2026, the terms of the Class B Convertible Preferred Stock (including a 0.067

conversion rate to Common Stock, resulting in approximately 36,850 shares of Common Stock),

and other relevant factors, and that the issuance of 550,000 shares of Class B Convertible

Preferred Stock represents fair and reasonable consideration to settle such obligations.

The issuance will be made within a reasonable time after execution hereof and following preparation

of the required disclosures and SEC filings.

Page 1 of 3

The

stock will be subject to all terms and conditions and restrictions as set forth in the Certificate of Designation of Class B Convertible

Preferred Stock and all Certificate of Amendments thereto, and will be subject to all restrictions on transfer under the Securities Act.

2. Due

Diligence- Mathur is familiar with and has reviewed the terms of the Class B Preferred

Stock, including the key terms of a 0.067 conversion rate to Common Stock, and desires to

be compensated for all incentives and bonus compensation as set forth above with the issuance

following execution and regulatory approval.

3. Approvals-

All stock issued per this Agreement is subject to approval of securities counsel and

the Board of Directors, which shall not be unreasonably withheld or delayed, and shall be

restricted pursuant to securities laws including but not limited to Rule 144 of the Securities

Act. Your role on the Board of Directors will prohibit you from voting or encouraging other

directors to vote on the approval of this Agreement and the issuance provided for.

4. Taxes-

Mathur may be required to pay taxes related to the issuance of stock in these situations.

These taxes may include, but are not limited to, self-employment taxes, social security taxes,

state and federal taxes, and any other taxes that you may be subject to. Limitless is not

obligated to pay any taxes related to Mathur’s individual taxes, and Mathur hereby

indemnifies and holds Limitless harmless from any tax liabilities. Mathur will also be responsible

to comply with all regulatory and legal restrictions on these shares, and is hereby urged

to consult with tax and legal professionals prior to executing this Agreement.

Legal Fees- The Parties shall be

responsible for their own attorneys’ fees and costs in negotiating and reviewing/finalizing this

Agreement and the Parties acknowledge having the opportunity to consult with independent legal counsel prior to executing and

neither has been coerced or forced to execute in any manner. Mathur will be responsible for his own fees in obtaining any opinion

letter to the conversion and depositing of the issued stock.

6. Miscellaneous

Provisions-

This

Agreement will be considered to have been executed and delivered, and to be performed in the State of 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.

any provision or any word, term, clause, or part of any provision of this Agreement shall be invalid for any reason, the same shall be

ineffective, but the remainder of the Agreement and of the provision shall not be affected and shall remain in full force and effect.

To the extent that any term of this Agreement 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 Agreement may be waived in writing, but no such waiver shall affect or impair the rights of the parties

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 Agreement.

modification, assignment, amendment, or waiver of any provisions of this Agreement 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 Agreement.

Page 2 of 3

WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written as the Effective Date.

/s/ Danielle Young

Limitless X Holdings, Inc.

By:

Danielle Young, COO

/s/ Jaspreet Mathur

Jaspreet Mathur, individually

Page 3 of 3

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