Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.

This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "expect," "believe," "anticipate," "estimate," "continue" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; and failure to successfully develop business relationships.

OVERVIEW

Limitless X Holdings Inc. is a Delaware corporation (the "Company," "Limitless X," "we," or "us") that, together with its subsidiaries, is building a diversified ecosystem across health, wellness, entertainment, and media-driven brand development. As of June 1, 2026, the Company conducts business through four wholly owned subsidiaries: Limitless X, Inc., a Nevada corporation ("Limitless X"); Limitless Films, Inc., a Florida corporation ("Limitless Films"); Limitless Entertainment Group, Inc., a Florida corporation ("Limitless Entertainment"); and BodyCor, Inc., a Nevada corporation ("BodyCor"). The Company's common stock is quoted on the OTCQB Best Market under the symbol "LIMX."

Through Limitless X, the Company operates a direct-to-consumer e-commerce platform offering dietary supplements and consumer packaged goods focused on cognitive support, energy, recovery, weight management, and general wellness. Its product portfolio includes the NZT-48 product line, OneShot Nootropic Pre-Workout, SuperSlim Gummies, HYDR8 Creatine + Hydration Gummies, SuperShrooms Functional Mushroom Gummies, Super Greens Daily Greens, and Nootropic Coffee Concentrates. The Company has also entered into agreements to develop signature premium supplement product lines for Manny Pacquiao and Paul Michael DelVecchio Jr., known professionally as DJ Pauly D, and is pursuing international expansion initiatives in the Middle East, the Philippines, and India.

The Company's entertainment and media operations are conducted through Limitless Films and Limitless Entertainment. Limitless Films is focused on the development, packaging, financing, and monetization of film and television content for domestic and international markets. In 2025, the Company was involved in financing two films, The Gentleman Thief and High Rollers, both starring John Travolta. Limitless Entertainment Group is focused on professional boxing and combat sports through live event production, fighter development, strategic partnerships, and media initiatives. The Company is also working with Manny Pacquiao and Manny Pacquiao Promotions in connection with the Limitless X Manny Pacquiao Impact Performance Training Center in Los Angeles, California, which is targeted for opening in June 2026.

BodyCor was established to consolidate and scale technology-driven wellness initiatives across the Limitless X ecosystem, including AI-assisted digital wellness tools designed to enhance the customer experience around existing and planned products. In January 2026, the Company acquired a 60% controlling equity interest in DING, a food and nutrition-focused technology platform with an existing commercial partnership with Instacart, and obtained the contractual right, but not the obligation, to acquire up to 100% of DING. The Company intends to integrate DING under BodyCor to enhance data-driven meal planning, commerce enablement, and nutrition-related engagement capabilities across the Limitless X ecosystem.

The Company's strategy is to combine consumer product sales, content production, live events, and technology-enabled platforms across its operating subsidiaries. Management believes this integrated approach may support customer acquisition efficiency and revenue diversification over time. While the Company's current primary focus remains direct-to-consumer product sales, the integration of technology platforms such as DING is intended to enhance consumer engagement, expand monetization opportunities through commerce-enabled partnerships, and support long-term growth, operating leverage, and customer retention across the broader Limitless X ecosystem.

HISTORY

On May 11, 2022, Bio Lab Naturals, Inc., a Delaware corporation ("Bio Lab"), entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Limitless X, Inc., a Nevada corporation ("LimitlessX"), and its eleven shareholders (the "LimitlessX Acquisition"). The parties completed and closed the LimitlessX Acquisition on May 20, 2022, by issuing an aggregate of 3,233,334 shares of common stock of Bio Lab to the LimitlessX shareholders (the "Acquisition Closing"). According to the terms of the Share Exchange Agreement, Bio Lab then issued an additional 300,000 shares of common stock to the LimitlessX shareholders pro rata to their interests in approximately nine months from the Acquisition Closing as part of the Limitless Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab's Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all of the issued and outstanding shares of common stock of Bio Lab.

For accounting purposes, the LimitlessX Acquisition was accounted for as a "reverse merger" with LimitlessX as the accounting acquiror (legal acquiree) and Bio Lab as the accounting acquiree (legal acquiror). And, consequently, the transaction was treated as a recapitalization of Bio Lab. Since LimitlessX was deemed to be the accounting acquiror in the LimitlessX Acquisition, the historical financial information for periods prior to the LimitlessX Acquisition reflect the financial information and activities solely of LimitlessX and not of Bio Lab. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

On June 10, 2022, Bio Lab changed its name to Limitless X Holdings Inc. ("we," "us," or "our").

RESULTS OF OPERATION

For the Three Months Ended June 30, 2026, Compared to the Three Months Ended June 30, 2025:

		Three Months Ended June 30,
		2026								2025								Changes
						% of								% of
		Amount				Sales				Amount				Sales				Amount				%
Revenue
Product sales		$	42,206				100.0	%		$	302,592				100.0	%		$	(260,386	)			-86.1	%
Total revenue			42,206				100.0	%			302,592				100.0	%			(260,386	)			-86.1	%
Cost of sales
Cost of sales			12,046				28.5	%			86,840				28.7	%			(74,794	)			-86.1	%
Total cost of sales			12,046				28.5	%			86,840				28.7	%			(74,794	)			-86.1	%
Gross profit			30,160				71.5	%			215,752				71.3	%			(185,592	)			-86.0	%
Operating expenses:
General and administrative			443,585				1051.0	%			325,395				107.5	%			118,190				36.3	%
Advertising and marketing			36,685				86.9	%			76,287				25.2	%			(39,602	)			-51.9	%
Salaries and compensation			2,398,039				5681.7	%			591,369				195.4	%			1,806,670				305.5	%
Total operating expenses			2,878,309				6819.7	%			993,051				328.2	%			1,885,258				189.8	%
Income (loss) from operations			(2,848,149	)			-6748.2	%			(777,299	)			-256.9	%			(2,070,850	)			266.4	%
Other income (expense)
Interest expense			(36,469	)			-86.4	%			(18,318	)			-6.1	%			(18,151	)			99.1	%
Other income			-				0.0	%			58,460				19.3	%			(58,460	)			-100.0	%
Loss on conversion of Preferred C to Preferred D			-				0.0	%			-				0.0	%			-				#DIV/0!
Gain (Loss) on debt settlement			-				0.0	%			(3,866,368	)			-1277.7	%			3,866,368				-100.0	%
Total other income (expense), net			(36,469	)			-86.4	%			(3,826,226	)			-1264.5	%			3,789,757				-99.0	%
Income (loss) before income tax provision			(2,884,618	)			-6834.6	%			(4,603,525	)			-1521.4	%			1,718,907				-37.3	%
Income tax provision			-				0.0	%			-				0.0	%			-				n/a
Net income (loss)			(2,884,618	)			-6834.6	%			(4,603,525	)			-1521.4	%			1,718,907				-37.3	%
Dividends accrued during the period			-				0.0	%			204,555				67.6	%			(204,555	)			-100.0	%
Net loss allocable to common shareholders		$	(2,884,618	)			-6834.6	%		$	(4,808,080	)			-1589.0	%		$	1,923,462				-40.0	%

Product Sales - Our product sales decreased by $0.3 million to nil for the three months ended June 30, 2026, as compared to $0.3 million for the three months ended June 30, 2025. In 2026, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.

Cost of Sales - Our cost of sales decreased from $0.1 million, or 28.7% of sales, in the three months ended June 30, 2025, to $nil or 28.5% of sales, in the three months ended June 30, 2026. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.

Operating Expenses - During the three months ended June 30, 2026, we recognized $2.9 million in operating expenses compared to $0.1 million for the three months ended June 30, 2025. The increase of $1.9 million was primarily due to increase in stock compensation expense.

Other Income or Expense - During the three months ended June 30, 2026, we recognized $nil in net other expense compared to $3.9 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, the Company recorded a loss on settlement of debt of $3.9 million and none in the previous same period.

For the Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025:

		Six Months Ended June 30,
		2026								2025								Changes
						% of								% of
		Amount				Sales				Amount				Sales				Amount				%
Revenue
Product sales		$	119,776				100.0	%		$	554,528				100.0	%		$	(434,752	)			-78.4	%
Total revenue			119,776				100.0	%			554,528				100.0	%			(434,752	)			-78.4	%
Cost of sales
Cost of sales			13,937				11.6	%			204,034				36.8	%			(190,097	)			-93.2	%
Total cost of sales			13,937				11.6	%			204,034				36.8	%			(190,097	)			-93.2	%
Gross profit			105,839				88.4	%			350,494				63.2	%			(244,655	)			-69.8	%
Operating expenses:
General and administrative			825,354				689.1	%			3,917,196				706.4	%			(3,091,842	)			-78.9	%
Advertising and marketing			81,063				67.7	%			267,421				48.2	%			(186,358	)			-69.7	%
Salaries and compensation			3,200,941				2672.4	%			1,175,220				211.9	%			2,025,721				172.4	%
Total operating expenses			4,107,358				3429.2	%			5,359,837				966.6	%			(1,252,479	)			-23.4	%
Income (loss) from operations			(4,001,519	)			-3340.8	%			(5,009,343	)			-903.4	%			1,007,824				-20.1	%
Other income (expense)
Interest expense			(156,058	)			-130.3	%			(481,715	)			-86.9	%			325,657				-67.6	%
Other income			215,157				179.6	%			60,888				11.0	%			154,269				253.4	%
Loss on conversion of Preferred C to Preferred D			(27,812,576	)			-23220.5	%			-				0.0	%			(27,812,576	)			n/a
Gain (Loss) on debt settlement			-				0.0	%			(33,792,768	)			-6094.0	%			33,792,768				-100.0	%
Total other income (expense), net			(27,753,477	)			-23171.2	%			(34,213,595	)			-6169.9	%			6,460,118				-18.9	%
Income (loss) before income tax provision			(31,754,996	)			-26512.0	%			(39,222,938	)			-7073.2	%			7,467,942				-19.0	%
Income tax provision			-				0.0	%			-				0.0	%			-				n/a
Net income (loss)			(31,754,996	)			-26512.0	%			(39,222,938	)			-7073.2	%			7,467,942				-19.0	%
Dividends accrued during the period			-				0.0	%			204,555				36.9	%			(204,555	)			-100.0	%
Net loss allocable to common shareholders		$	(31,754,996	)			-26512.0	%		$	(39,427,493	)			-7110.1	%		$	7,672,497				-19.5	%

Product Sales - Our product sales decreased by $0.4 million to $0.1 million for the six months ended June 30, 2026, as compared to $0.6 million for the six months ended June 30, 2025. In 2026, there was a shift in our marketing and selling strategies, including a change in performance marketers and platforms, which resulted in the decrease of product sales.

Cost of Sales - Our cost of sales decreased from $0.2 million, or 36.8% of sales, in the six months ended June 30, 2025, to $nil or 11.6% of sales, in the six months ended June 30, 2026. As operations decreased during the period, so did our costs for freight, inventory, and other supplies.

Operating Expenses - During the six months ended June 30, 2026, we recognized $4.1 million in operating expenses compared to $5.0 million for the six months ended June 30, 2025. The increase of $1.3 million was primarily due to increase in stock compensation for the six months ended June 30, 2026 compared to same prior period.

Other Income or Expense - During the six months ended June 30, 2026, the Company recorded interest expense of approximately $0.2 million and loss on conversion of Preferred C to Preferred D of $27.8 million. During the six months ended June 30, 2025, the Company recorded interest expense of $0.5 million and loss on settlement of debt of $33.8 million.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

During the six months ended June 30, 2026, net cash used in operating activities was $1.0 million. The cash used in operating activities was primarily due to net loss of approximately $31.8 million and off-set by loss from conversion of Preferred C and Preferred D of $27.8 million.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026, was $0.5 million, which represented loans provided under loans receivables of $0.4 million and $0.1 million for purchases of property and equipment and $1.0 million for loan receivables during the six months ended June 30, 2025.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 was $1.5 million. This amount was incurred by increased borrowings from a stockholder. related parties and loans payable. Net cash provided by financing activities for the six months ended June 30, 2025 was $2.0 million. This amount was incurred by increased borrowings from a stockholder. related parties and loans payable.

Off Balance Sheet Arrangements

None.