UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 23, 2026

Date of Report (Date of earliest event reported)

LIMITLESS X HOLDINGS INC.

(Exact name of registrant as specified in its charter)

(855) 413-7030

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry into a Material Agreement.

Share Exchange Agreements

Effective February 23, 2026, Limitless X Holdings Inc. (the “Company”), entered into Exchange Agreements (each, an “Exchange Agreement” and collectively, the “Exchange Agreements”) with certain holders of the Company’s Class C Convertible Preferred Stock, par value $0.0001 per share (the “Class C Stock”), pursuant to which such holders agreed to exchange all of their shares of Class C Stock for shares of the Company’s Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series D Stock”)

The Exchange Agreements were entered into with each of EM1 Capital, LLC (“EM1”), Amarose, Inc., (“Amarose”), Limitless Performance Inc (“LPI”), each of which is controlled by our Chief Executive Officer and greater than 10% shareholder, Jaspreet Mathur.

Pursuant to the Exchange Agreements, at the closing of each exchange transaction, each holder delivered, assigned, transferred and conveyed to the Company, free and clear of all liens and encumbrances, all of its shares of Class C Stock, and in exchange the Company issued and delivered to such holder a number of validly issued, fully paid and non-assessable shares of Series D Stock (in the amounts per the table below). The number of shares of Series D Stock issued to each holder was calculated as follows: (a) the product of (i) the number of Preferred C Shares held by such holder, multiplied by (ii) the Stated Value per share of the Class C Stock (defined in the Exchange Agreements as 100 multiplied by the price of the Company’s common stock based on the 30-day weighted average share price), divided by (b) $25.00 (i.e., the stated value per share of the Series D Stock). No additional cash consideration was paid in connection with the exchanges. In lieu of any fractional share, the Company paid cash equal to the product of such fraction multiplied by $25.00.

The Series D Stock issued pursuant to the Exchange Agreements has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and was issued in reliance on exemptions thereunder. The Series D Stock bears a customary restrictive legend indicating that it may not be offered, sold, pledged or otherwise transferred in the absence of an effective registration statement or an applicable exemption from registration.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Exchange Agreement, copies of which are filed as exhibits to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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 hereunto duly authorized.