Limitless X exchanges insider-held Class C preferred for Series D 15% perpetual preferred

Limitless X Holdings Inc.

Exchanged 304,264 Class C convertible preferred shares for 1,264,365 Series D 15% cumulative redeemable perpetual preferred shares.
Holders EM1 Capital, LPI, and Amarose—all controlled by CEO Jaspreet Mathur—received Series D at $25 stated value per share.
Class C stated value was 100x the 30-day VWAP of common ($1.04) resulting in ~$31,000 per share; no cash consideration paid.
Holders irrevocably waived all accrued and unpaid dividends on Class C shares through closing.
Series D shares are unregistered and carry restricted legend; issued in reliance on exemption from registration.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Limitless X Holdings Inc. entered into Exchange Agreements with EM1 Capital, LLC, Amarose, Inc., Limitless Performance Inc (effective 2026-02-23).

Action: entry
Agreement: equity purchase
Counterparty: EM1 Capital, LLC, Amarose, Inc., Limitless Performance Inc
Effective: 2026-02-23

Exact text from the filing

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”)

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299 material agreements filed in the last 30 days. Browse all material agreements →

Limitless X Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-008243

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