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

~~January~~February 2623, 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

of 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 ☐

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 1.01 Entry into a Material Agreement.

~~Binding~~Share ~~Letter~~Exchange ~~of Intent~~ Agreements

OnEffective ~~January~~February 2623, 2026, ~~Bodycor, Inc., a Nevada corporation (“Bodycor”), and~~ Limitless X Holdings Inc., ~~a Delaware corporation~~ (the “Company”~~, which is the issuer of the Common Stock described herein~~), entered into aExchange ~~Binding~~Agreements ~~Letter of Intent~~ (~~the “LOI”) with Ding Easy AI~~each, ~~LLC,~~an ~~a Delaware limited liability company (~~“~~Ding~~Exchange Agreement”), and collectively, the ~~equityholders of Ding (~~“~~Ding~~Exchange ~~Owners~~Agreements”)~~. Ding~~ iswith acertain ~~web~~holders ~~and~~of ~~mobile~~the ~~platform~~Company’s ~~that~~Class ~~leverages~~C ~~its~~Convertible Preferred ~~partnership~~Stock, ~~with~~par ~~Maplebear~~value ~~Inc~~$0.0001 ~~d/b/a~~per ~~Instacart~~share (~~NASDAQ: CART) to assist users in achieving health goals through~~ the ~~use~~“Class ofC ~~artificial~~Stock”), ~~intelligence~~pursuant to ~~plan~~which ~~meals~~such ~~and~~holders ~~generate~~agreed ~~grocery~~to ~~lists~~exchange ~~based on individualized dietary~~all ~~needs~~of ~~and~~their ~~budget~~shares ~~requirements.~~of ~~Ding~~Class isC ~~wholly~~Stock ~~owned~~for ~~and~~shares ~~controlled by Daniel Sanders, who also serves as the President~~ of ~~Limitless X, Inc.,~~ the Company’s ~~wholly-owned~~Series ~~subsidiary~~D ~~which~~15% ~~sells~~Cumulative ~~nutritional~~Redeemable ~~supplements.~~Perpetual AsPreferred ~~a result~~Stock, ~~the LOI constitutes a related-party~~par ~~transaction~~value ~~under Item 404(a) of Regulation S-K~~$0.0001 ~~The~~per ~~transaction~~share ~~terms and~~ (the ~~President’s~~“Series ~~interest~~D ~~were reviewed and approved by the Audit Committee.~~Stock”)

~~Pursuant~~The toExchange ~~the~~Agreements ~~LOI,~~were ~~Bodycor~~entered ~~will~~into ~~acquire~~with ~~from~~each ~~the Ding Owners sixty percent (60%)~~ of ~~the~~EM1 ~~equity interests of Ding on a fully diluted basis~~Capital, ~~assumed for~~LLC ~~valuation purposes to include an employee equity pool of fifteen percent~~ (~~15%) and a pre-money valuation of fifteen million dollars ($15,000,000) (the~~ “~~Valuation~~EM1”)~~. In exchange~~, ~~the Ding Owners will receive shares of common stock of the Company (“Common Stock”) having an aggregate value of nine million dollars ($9~~Amarose,~~000,000)~~ ~~based on the volume-weighted average price per share of the Common Stock~~Inc. ~~The Comon Stock will be issued as restricted securities pursuant to Rule 144 of the Securities Act of 1933~~, ~~as amended~~ (~~the~~ “~~Act~~Amarose”)~~. Additionally~~, ~~Bodycor will provide Ding with one million seven hundred and fifty thousand dollars ($1,750,000)~~Limitless ofPerformance ~~growth~~Inc ~~capital~~ (“~~Growth Capital~~LPI”), ~~subject~~each ~~to Bodycor’s satisfactory completion~~ of ~~due~~which ~~diligence~~is ~~and~~controlled ~~the~~by ~~issuance of~~our aChief ~~fairness~~Executive ~~opinion~~Officer ~~with~~and ~~respect~~greater tothan ~~the~~10% ~~Valuation~~shareholder, Jaspreet Mathur.

~~The~~Pursuant ~~first~~to ~~seven~~the ~~hundred~~Exchange ~~and~~Agreements, ~~fifty~~at ~~thousand~~the ~~dollars~~closing ~~($750~~of each exchange transaction,~~000)~~ ofeach ~~Growth~~holder ~~Capital~~delivered, ~~will~~assigned, betransferred ~~funded~~and inconveyed ~~three~~to the ~~(3)~~Company, ~~tranches~~free and clear of ~~two~~all ~~hundred~~liens and ~~fifty thousand~~encumbrances, ~~dollars~~all ~~($250~~of its shares of Class C Stock,~~000),~~ ~~each~~and ~~tied~~in exchange the Company issued and delivered to ansuch ~~agreed~~holder ~~use-of-proceeds~~a ~~schedule,~~number ~~budget~~of ~~categories~~validly issued, ~~spend~~fully ~~thresholds,~~paid and ~~reporting~~non-assessable ~~covenants.~~shares of Series D Stock (in the amounts per the table ~~Bodycor’s~~below). ~~disbursement~~The number of ~~the~~shares ~~remaining~~of ~~one~~Series ~~million~~D ~~dollars~~Stock issued to each holder was calculated as follows: ($1a) the product of (i) the number of Preferred C Shares held by such holder,~~000,000~~ multiplied by (ii) the Stated Value per share of ~~Growth~~the ~~Capital~~Class ~~will~~C beStock ~~contingent~~(defined ~~upon~~in the ~~achievement~~Exchange Agreements as 100 multiplied by the price of ~~certain~~the ~~objective~~Company’s ~~and~~common ~~auditable~~stock ~~milestones~~based ~~including~~on ~~revenue~~the ~~targets~~30-day ~~and~~weighted ~~user~~average ~~metrics~~share price), divided by (b) $25.00 ~~The~~(i.e., ~~timing~~the ~~and~~stated ~~funding~~value per share of the ~~Growth~~Series ~~Capital~~D Stock). No additional cash consideration was paid in connection with the exchanges. ~~per~~In lieu of any fractional share, the ~~LOI~~Company ispaid ~~not~~cash ~~binding~~equal onto the ~~parties~~product of such fraction multiplied by $25.00.

Following Ding achieving a valuation of forty million dollars ($40,000,000), as determined pursuant to the LOI, Bodycor will have the right, but not the obligation, to acquire from the Ding Owners the remaining forty percent (40%) of the equity interests of Ding in a subsequent transaction (the “Second Sale”) in exchange for Common Stock having an aggregate value of sixteen million dollars ($16,000,000) based on the volume-weighted average price per share of the Common Stock immediately preceding the Second Sale. The LOI provides for an exclusivity period of one hundred and twenty (120) days.

Holder	Class C Shares Exchanged	Class D Shares Received
EM1	291,372 shares	1,210,793
LPI	5,000 shares	20,777
Amarose	7,892 shares	32,795

The ~~Company~~Series ~~will~~D ~~provide~~Stock ~~audited~~issued ~~financial~~pursuant ~~statements~~to the Exchange Agreements has not been registered under the Securities Act of ~~Ding~~1933, ~~within~~as 60amended ~~days~~(the ~~after~~“Securities Act”), or under any state securities laws, and was issued in reliance on exemptions thereunder. The Series D Stock bears a customary restrictive legend indicating that it may not be offered, sold, pledged or otherwise transferred in the ~~acquisition~~absence isof ~~completed~~an effective registration statement or an applicable exemption from registration.

The foregoing description of the ~~LOI~~Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of ~~such document,~~each aExchange ~~copy~~Agreement, copies of which isare filed as anexhibits ~~exhibit~~ to this Current Report on Form 8-K.

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

To 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		~~Binding~~Exchange ~~Letter~~Agreement ~~of Intent~~ by and ~~among~~between ~~Bodycor~~the ~~Inc.,~~Company ~~Limitless X Holdings Inc.,~~ and ~~Ding Easy AI, LLC, dated January 26, 2026~~EM1
10.2		Exchange Agreement by and between the Company and LPI
10.3		Exchange Agreement by and between the Company and Amarose
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:	February 926, 2026	By:	/s/ Jaspreet Mathur
		Name:	Jaspreet Mathur
		Title:	Chief Executive Officer

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