Limitless X Holdings Inc.: director resigns and preferred stock classes amended

What happened

• Limitless X Holdings Inc. reported that Michael Braun notified the board of his decision to resign as a member of the board, effective Jun 30, 2026. The filing states Mr. Braun’s decision was not the result of any disagreement with the company on any matter relating to the company’s operations, policies or practices.
• The company filed amendments with the Delaware Secretary of State on Oct 19, 2026 and Oct 20, 2026 to change preferred stock designations, including a Certificate of Designations creating Class F convertible preferred stock that became effective as of Oct 19, 2026.

Key details

• Director departure: Michael Braun resigned effective Jun 30, 2026; as of the date of the Current Report on Form 8-K the board has not appointed a director to fill the vacancy.
• Class B amendment: filed Oct 19, 2026 and effective upon filing, reducing Class B convertible preferred stock from 11,000,000 shares to 1,500,000 shares (a reduction of 9,500,000 shares).
• Class C amendment: filed Oct 20, 2026 and effective as of Oct 19, 2026, reducing Class C convertible preferred stock from 5,000,000 shares to 500,000 shares (a reduction of 4,500,000 shares).
• Class F certificate: filed Oct 20, 2026 and effective as of Oct 19, 2026, designating 20,000,000 shares of Class F convertible preferred stock.
• Authorized preferred stock: total authorized preferred stock remains 30,000,000 shares; after the filings the designations are 500,000 shares of Class A, 1,500,000 shares of Class B, 500,000 shares of Class C, 5,000,000 shares of Series D 15% cumulative redeemable perpetual preferred stock, and 20,000,000 shares of Class F, with 2,500,000 shares remaining authorized but undesignated.
• Class F summary from the filing: Class F preferred stock will be issuable as part of units in a Regulation A offering of up to 20,000,000 units at an offering price of $1.25 per unit; each Class F share has no dividend rights, a liquidation preference of $1.25 per share, is convertible at the option of the holder into one share of common stock, may be mandatorily converted upon a change in control, the common stock closing price reaching at least $2.50 per share for five consecutive trading days, or listing of the common stock on a national securities exchange, may be redeemed by the company beginning on the 5-year anniversary at $1.25 per share, ranks junior to Class A, Class B, Class C and Series D, has no voting rights except as required by law, and is subject to a 19.99% beneficial ownership limitation on conversion.

Why it may matter

• Item 5.02 was reported, covering a director resignation; Item 5.03 was reported, covering amendments to the company’s certificates of designation for preferred stock and the designation of Class F preferred stock.
• The filing does not show why the insider resigned or why the company filed the amendments.