Limitless X Holdings Inc. 8-K

What Happened
Limitless X Holdings Inc. announced on its 8-K that it entered into a binding Memorandum of Understanding (MOU) effective April 8, 2026 to settle $50,000 of bonus/incentive compensation promised to CEO, Chairman and >10% shareholder Jaspreet Mathur. Instead of a cash payment, the company agreed to issue 550,000 shares of its Class B Convertible Preferred Stock to Mathur as full compensation for the bonuses and related incentive compensation tied to milestone efforts (including securing celebrity/athlete contracts and financing reporting professionals). The MOU is filed as Exhibit 10.1 to the 8-K.

Key Details

• Parties: Jaspreet Mathur (CEO, Chairman, >10% owner) and Limitless X Holdings Inc.; MOU effective April 8, 2026.
• Consideration: 550,000 shares of Class B Convertible Preferred Stock issued in full satisfaction of $50,000 in promised bonuses.
• Class B terms: no voting rights except as required by Delaware law; no accruing dividends; $3.00 liquidation preference per share (senior to common, junior to Class A preferred).
• Conversion: each Class B share convertible at holder’s option into 0.067 common shares (adjusted for prior reverse splits); conversion subject to a beneficial ownership cap of 4.99% (can be increased to 9.99%); conversion ratio adjusts for splits/dividends. Shares will be restricted under the Securities Act.

Why It Matters
For investors, the company is settling a small ($50K) cash-equivalent liability by issuing preferred stock, which preserves cash but creates an outstanding equity-class obligation that can dilute common shareholders if converted. The Class B shares carry a $3.00-per-share liquidation preference and limited conversion rights, so they rank ahead of common stock in a liquidation scenario but have no regular dividend or routine voting power. The conversion caps limit how large a stake Mathur can hold through conversion without company consent, which partially mitigates immediate dilution. The MOU and Class B terms are material to holders because they change the company’s capital structure and potential future dilution, while avoiding a cash payout.