Limitless X Holdings Inc.

10/23/2026 | Press release | Distributed by Public on 10/23/2026 04:04

Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 19, 2026, the Company filed with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a Certificate of Amendment to the Certificate of Designation of Class B Convertible Preferred Stock, as amended (the "Class B Amendment"), decreasing the number of shares designated as Class B Convertible Preferred Stock from 11,000,000 to 1,500,000, which became effective upon filing. On October 20, 2026, the Company filed with the Delaware Secretary of State (i) a Certificate of Amendment to the Second Amended and Restated Certificate of Designation of Class C Convertible Preferred Stock (the "Class C Amendment"), decreasing the number of shares designated as Class C Convertible Preferred Stock from 5,000,000 to 500,000; and (ii) a Certificate of Designations designating 20,000,000 shares of Class F Convertible Preferred Stock (the "Class F Certificate" and, together with the Class B Amendment and the Class C Amendment, the "Filed Instruments"). Each of the Class C Amendment and the Class F Certificate became effective as of October 19, 2026.

The Class B Amendment and the Class C Amendment decreased the number of shares of the Company's preferred stock, par value $0.0001 per share (the "Preferred Stock"), designated to each class as follows:

Class / Series Designated Before Reduction Designated After
Class B Convertible Preferred Stock 11,000,000 (9,500,000 ) 1,500,000
Class C Convertible Preferred Stock 5,000,000 (4,500,000 ) 500,000
Total 16,000,000 (14,000,000 ) 2,000,000

The Class B Amendment was approved by the Board pursuant to the authority granted under Article IV of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and in accordance with Section 151(g) of the Delaware General Corporation Law, without the consent of the holders of Class B Convertible Preferred Stock because the reduction affects only shares that were unissued. The Class C Amendment was approved by the Board and by the holders of a majority of the outstanding Class C Convertible Preferred Stock.

The 14,000,000 shares of Preferred Stock eliminated from the Class B Convertible Preferred Stock and Class C Convertible Preferred Stock resumed the status of authorized but unissued and undesignated shares of Preferred Stock. The Amendments do not change the total number of shares of Preferred Stock the Company is authorized to issue, which remains 30,000,000 shares. Following the filings, the designations are: 500,000 shares of Class A Convertible Preferred Stock, 1,500,000 shares of Class B Convertible Preferred Stock, 500,000 shares of Class C Convertible Preferred Stock, 5,000,000 shares of Series D 15% Cumulative Redeemable Perpetual Preferred Stock, and 20,000,000 shares of Class F Convertible Preferred Stock, with 2,500,000 shares remaining authorized but undesignated. No outstanding shares were cancelled, converted or otherwise affected by the Amendments or the Class F Certificate.

Limitless X Holdings Inc. published this content on October 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 23, 2026 at 10:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]