UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
(Address of principal executive offices) (Zip Code)
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area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| 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) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 31, 2022, Limitless X Holdings Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment with the Secretary of State of the State of Delaware to amend and restate their Certificate of Incorporation (the “A&R Certificate of Incorporation”).
The Company’s previous authorized shares were 205,000,000, consisting of 200,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value, 500,000 of which were designated as Class A Convertible Preferred Stock and 2,000,000 of which were designated as Class B Convertible Preferred Stock.
The A&R Certificate of Incorporation increased the authorized shares of the Company to 330,000,000, consisting of 300,000,000 shares of common stock, $0.0001 par value (“Common Stock”) and 30,000,000 shares of preferred stock, $0.0001 par value (“Preferred Stock”), with 500,000 shares of Preferred Stock designated as Class A Convertible Preferred Stock.
Pursuant to the A&R Certificate of Incorporation, all previous Certificates of Designation filed prior to the date of the A&R Certificate of Incorporation were rescinded (i.e., the Class B Convertible Preferred Stock), excluding the Class A Convertible Preferred Stock which was restated with substantially the same terms as previously designated. At the time of the filing of the A&R Certificate of Incorporation, there were 500,000 shares of Class A Convertible Preferred Stock issued and outstanding and no shares of Class B Convertible Preferred Stock issued and outstanding.
Item 9.01 Financial Statements and Exhibit
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
|
Exhibit Number |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation filed October 31, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as an Inline XBRL document) |
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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 thereunto duly authorized.
| Limitless X Holdings Inc. | ||
| Dated: November 1, 2022 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| Chief Executive Officer | ||
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