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
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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).
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Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, from August 3, 2022 through January 4, 2023, Limitless X Holdings, Inc. (the “Company”) conducted a convertible note offering pursuant to an exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, pursuant to which it sold $9,675,000 of Convertible Notes.
On October 1, 2023, the Company entered into Conversion Agreements with each of the Noteholders to convert their respective Notes into shares of Class B Convertible Preferred Stock (the “Class B Stock”). Pursuant to the Conversion Agreements, each Noteholder agreed to receive one share of Class B Stock for each $2.00 of principal and unpaid interest accrued through the closing date of the Conversion Agreement. As of the closing date of the Conversion Agreement, and each of them, no portion of any of the Notes had been converted into shares of the Company’s common stock.
On October 23, 2023, following the filing of the Certificate of Designation of the Class B Stock, and pursuant to the Conversion Agreements, the Company issued an aggregate of 10,349,097 shares of Class B Stock and extinguished $9,675,000 of convertible debt including accumulated interest as of October 23, 2023 in the amount of $674,097.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 23, 2023, the Company, filed a Certificate of Designation with the Secretary of State of the State of Delaware designating 5,000,000 shares of Class B Stock (the “Designation”).
Pursuant to the terms of the Designation, holders of the Class B Stock are entitled to a liquidation preference senior to common stock and junior to the Class A Preferred Stock at a liquidation price of $3.00 per share of Class B Stock. The Class B Stock also has conversion rights, whereby each share of Class B Stock is convertible into two shares of Common Stock in the discretion of the holder, subject to beneficial ownership limitations. The holders of the Class B Stock have no voting rights, unless otherwise provided for in the Designation or by law.
The Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Designation herein does not purport to be complete and is qualified in its entirety by Exhibit 3.1.
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 | Certificate of Designation of Class B Convertible Preferred Stock filed October 23, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as an 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 thereunto duly authorized.
| Limitless X Holdings Inc. | ||
| Dated: October 25, 2023 | By: | /s/ Jaspreet Mathur |
| Jaspreet Mathur | ||
| Chief Executive Officer | ||