Limitless X Holdings Inc. 8-K

What Happened

• On January 26, 2026 Limitless X Holdings (the “Company”) and Bodycor, Inc. entered into a binding letter of intent (LOI) with Ding Easy AI, LLC and Ding’s equityholders to acquire a majority interest in Ding. Under the LOI, Bodycor will acquire 60% of Ding on a fully diluted basis (assuming a 15% employee pool) based on a $15,000,000 pre‑money valuation.
• Ding is wholly owned by Daniel Sanders, who also serves as President of Limitless X, Inc. (the Company’s wholly‑owned subsidiary), so the LOI is a related‑party transaction reviewed and approved by the Audit Committee. The LOI also contemplates issuing Company common stock to the Ding owners and providing growth capital to Ding.

Key Details

• Date of LOI: January 26, 2026; exclusivity period: 120 days.
• Acquisition structure: 60% of Ding for Company common stock valued at $9,000,000 (based on VWAP at issuance); shares to be issued as restricted securities.
• Growth capital: up to $1,750,000 (subject to due diligence and a fairness opinion); first $750,000 in three $250,000 tranches tied to use‑of‑proceeds and reporting; remaining $1,000,000 contingent on objective revenue and user milestones.
• Potential second transaction: Bodycor may (but is not required to) buy the remaining 40% if Ding reaches a $40,000,000 valuation, in exchange for Company stock valued at $16,000,000. Audited Ding financials to be provided within 60 days after the acquisition closes.

Why It Matters

• For investors, the LOI could lead to issuance of Company common stock totaling at least $9M now (and potentially $16M later), which may be dilutive to existing shareholders. The deal is a related‑party transaction because Ding is owned by a Company affiliate, although the Audit Committee reviewed and approved the terms. The growth capital and any future stock issuances are contingent on due diligence, a fairness opinion and performance milestones, so outcomes and timing remain uncertain.