Limitless X Holdings Inc. 8-K

What Happened

• Limitless X Holdings Inc. announced on Form 8-K that, effective February 23, 2026, it entered into Exchange Agreements to convert certain holders' Class C Convertible Preferred Stock into newly issued Series D 15% Cumulative Redeemable Perpetual Preferred Stock.
• The exchanges were with EM1 Capital, LLC (EM1), Amarose, Inc. (Amarose) and Limitless Performance Inc. (LPI) — each controlled by CEO and >10% shareholder Jaspreet Mathur. No additional cash was paid except cash for any fractional Series D shares.

Key Details

• Shares exchanged and Series D issued:
  • EM1: 291,372 Class C → 1,210,793 Series D
  • LPI: 5,000 Class C → 20,777 Series D
  • Amarose: 7,892 Class C → 32,795 Series D
• Conversion method: Series D shares issued = (Class C shares × Stated Value per Class C) ÷ $25. Stated Value per Class C is defined as 100 × the company common stock 30‑day weighted average price.
• Series D: 15% cumulative, redeemable, perpetual preferred; issued without registration under the Securities Act and subject to transfer restrictions and a restrictive legend.
• Fractional shares were settled in cash at $25.00 per share.

Why It Matters

• This is a material capital-structure change: the company issued a significant number of high‑dividend preferred shares (15% cumulative) to related parties controlled by the CEO, which affects the priority of claims and future cash obligations for dividends on those securities.
• The issuance was not registered and carries transfer restrictions, which limits immediate liquidity for recipients and signals a related‑party financing/restructuring rather than a public sale.
• Investors should monitor future filings for additional terms (e.g., dividend payment timing, redemption or conversion rights) and any impact on common shareholders from increased preferred claims or potential dilution.