Filing Analysis
Limitless X Holdings Inc. has amended its Class C Convertible Preferred Stock to remove liquidation preferences and conversion rights in connection with a Liquidation Event. This structural change is intended to allow the company to reclassify this stock from mezzanine equity to permanent equity on its balance sheet.
🚩 Red Flags
- The move to reclassify mezzanine equity as permanent equity often indicates a need to improve debt-to-equity ratios or strengthen the balance sheet, which can be a sign of underlying liquidity pressure or covenant concerns.
- Removal of liquidation preferences for preferred shareholders may signal tension between different classes of stockholders.
📋 Key Facts
- Effective date of amendment: September 30, 2025.
- The Second Amended Certificate removes liquidation rights (except as required by law) and conversion rights for Class C Stock in a Liquidation Event.
- Objective: Reclassify Class C Stock from mezzanine equity to permanent equity.
- Filed under Item 5.03 regarding amendments to Articles of Incorporation/Bylaws.
Limitless X Holdings Inc. filed an 8-K to disclose a shareholder letter regarding strategic transformation, Reg A+ qualification, and capital markets milestones.
🚩 Red Flags
- The use of 'Item 8.01 Other Events' to announce strategic transformations can sometimes be used by micro-cap companies to disseminate optimistic narratives without the rigorous scrutiny required for formal material agreements or financial restatements.
📋 Key Facts
- The company released a shareholder letter on September 3, 2025.
- The letter covers 'Strategic Transformation', 'Reg A+ Qualification', 'Capital Markets Milestones', and 'Near-Term Growth Outlook'.
- The filing is categorized under Item 8.01 (Other Events).
Limitless X Holdings Inc. entered into a $250,000 promissory note and warrant agreement with EM1 Capital LLC, an entity controlled by the company's CEO and Chairman, Jaspreet Mathur. The deal includes the issuance of 500,000 restricted shares and warrants for an additional 500,000 shares to the CEO's entity.
🚩 Red Flags
- Related-party transaction: The lender/investor is the CEO and Chairman (Jaspreet Mathur).
- Significant equity dilution: Issuance of 1,000,000 total potential shares (500k common + 500k warrants) in exchange for a relatively small $250,000 loan.
- High interest rate: 15% fixed per annum on the debt.
📋 Key Facts
- Promissory note amount: $250,000 plus 15% fixed annual interest.
- Maturity date: July 11, 2026 (12 months from effective date).
- The CEO's entity (EM1 Capital LLC) will receive 500,000 shares of common stock upon execution.
- Warrants issued for up to 500,000 shares at an exercise price of $0.80 per share.
- Warrant term is five years and includes a cashless exercise provision.
Limitless X Holdings Inc. entered into two promissory notes with EM1 Capital LLC, an entity controlled by the Company's CEO and Chairman, Jaspreet Mathur. The loans are intended to cover auditing fees and general operating expenses.
🚩 Red Flags
- Related-party transactions: Both notes are with an entity controlled by the CEO/Chairman (Jaspreet Mathur).
- Liquidity distress indicator: The company is borrowing from its own CEO specifically to pay auditing fees, suggesting a lack of cash for basic compliance.
- Debt-for-equity swap: Note 2 includes the issuance of common stock as consideration, which can lead to dilution.
- Short maturity/Trigger event: Maturity is tied to a $1 million funding round, indicating the company is in a race to raise capital before year-end.
📋 Key Facts
- Promissory Note 1: $25,000 principal ($28,750 total with interest) issued June 9, 2025, to pay auditing fees; 15% fixed interest rate.
- Promissory Note 2: $75,000 principal ($86,250 total with interest) issued June 11, 2025; as of June 13, 2025, only $20,000 has been advanced.
- Maturity Date for both notes: December 9/11, 2025, or upon securing a $1 million funding offering, whichever occurs first.
- Equity Component: In consideration for Note 2, the Company will issue 15,000 shares of common stock to EM1 Capital LLC.
- Default Terms: Default interest rate is an additional 3% accruing monthly on accelerated indebtedness.
Limitless X Holdings Inc. entered into a second amendment to its Manufacturing and Distributorship License Agreement with LPI, a company wholly-owned by the Company's CEO, Chairman, and significant shareholder, Jaspreet Mathur.
🚩 Red Flags
- Significant related-party transaction: The agreement is with a company owned by the CEO and Chairman.
- Potential conflict of interest regarding intellectual property/product development rights ('Future Products').
- Retroactive application of terms (effective September 1, 2023) to memorialize oral understandings.
📋 Key Facts
- Amendment effective date for new products: September 1, 2023.
- Added products include NZT-48 Lions Mane, NZT-48 For Her, and OneShot Nootropic Pre-Workout.
- The amendment covers 'Future Products' developed by LPI that use the terms 'NZT' or 'OneShot'.
- LPI is a wholly-owned subsidiary of Jaspreet Mathur (CEO/Chairman).
- The amendment clarifies that previous termination agreements from November 2023 do not apply to these specific product lines.
Limitless X Holdings Inc. entered into debt conversion agreements with its CEO and controlling shareholder, Jaspreet Mathur, to settle $6.5 million in outstanding expenses. In exchange for the cancellation of this debt, the company issued 260,214 shares of Series D 15% Cumulative Redeemable Perpetual Preferred Stock at a price of $25 per share.
🚩 Red Flags
- Related-party transaction involving the CEO and controlling shareholder.
- Significant debt cancellation/conversion with an insider, which can lead to dilution or complex capital structures.
- The use of 'Redeemable Perpetual Preferred Stock' often indicates a high cost of capital for the company in the long term.
📋 Key Facts
- Date of agreement: April 14, 2025
- Total debt amount cancelled: $6,505,368
- Counterparties: CEO Jaspreet Mathur and two entities under his control (Emblaze One, Inc. and EM1 Capital LLC)
- Securities issued: 260,214 shares of Series D 15% Cumulative Redeemable Perpetual Preferred Stock
- Issuance price: $25.00 per share
- The debt was incurred from expenses paid on behalf of the Company by the Vendors.
Limitless X Holdings Inc. has issued a notice of non-reliance on its previously issued financial statements for the fiscal years ended 2023 and 2022, as well as Q3 2023 results. The restatement was prompted by deficiencies in financial close processes affecting accounts receivable, holdback receivables, and inventory valuation.
🚩 Red Flags
- Restatement of multiple years of financial statements (2022 and 2023).
- Historical auditor change linked to an SEC enforcement action/suspension against the previous firm (BF Borgers CPA PC).
- Deficiencies in internal financial close processes.
- Material errors identified in core balance sheet items: Receivables and Inventory.
📋 Key Facts
- Non-reliance on Annual Reports (Form 10-K) for fiscal years ended December 31, 2023, and December 31, 2022.
- Non-reliance on Quarterly Report (Form 10-Q) for the three and nine months ended September 30, 2023.
- Errors identified in accounts receivable collectability, holdback receivables, and excess/obsolete inventory identification.
- The company previously dismissed its auditor, BF Borgers CPA PC, following an SEC suspension order against the firm in May 2024.
- Current independent auditor is M&K CPAS, PLLC.
Limitless X Holdings Inc. entered into a $500,000 promissory note with its CEO and Chairman, Jaspreet Mathur, effective March 21, 2025. The agreement includes high-interest terms and the issuance of common and preferred stock to the insider.
🚩 Red Flags
- Related-party transaction involving the CEO/Chairman.
- Insider financing (CEO lending money to his own company).
- High default interest rate (3% per month / 36% annualized) upon acceleration.
- Potential dilution via issuance of restricted common and preferred stock to an insider.
- Maturity date tied to a specific funding event ($1M offering), suggesting potential liquidity pressure.
📋 Key Facts
- Promissory Note amount: $500,000 principal plus interest totaling a Full Balance of $562,500.
- Interest rate: 12.5% fixed.
- Maturity Date: September 21, 2025, or upon the company securing $\ge$ $1 million in an offering, whichever is sooner.
- Consideration for note: Issuance of 225,000 shares of common stock and 10,000 shares of Class D Preferred Stock to the Holder.
- Holder identity: Jaspreet Mathur (CEO, Chairman, and >10% shareholder).
- Default terms: Immediate acceleration of debt upon default, plus a 3% monthly default interest rate and collection costs.
Limitless X Holdings Inc. entered into a significant debt conversion agreement and an endorsement deal with celebrity 'Pauly D'. The company is settling $3.375 million in debt by issuing 135,000 shares of high-yield Series D Preferred Stock.
🚩 Red Flags
- Significant debt settlement via high-yield preferred stock (15% cumulative dividend) creates a heavy long-term cash drain.
- The Series D Preferred Stock has liquidation preference and redemption rights at $25.00 + accumulated dividends, creating potential dilution/liquidation pressure.
- CEO Jaspreet Mathur is the recipient of the debt conversion shares (Related Party Transaction).
- High cost of celebrity endorsement ($150k cash + $100k stock) for a micro-cap company.
📋 Key Facts
- Debt conversion: Settled $3,000,000 principal plus $375,000 interest ($3.375M total) with Jaspreet Mathur.
- Issuance of 135,000 shares of Series D 15% Cumulative Redeemable Perpetual Preferred Stock to settle debt.
- Series D Stock features a 15% cumulative cash dividend per annum on a $25.00 par value.
- Endorsement agreement with 'Pauly D' (Blowout Enterprises, LLC) for dietary supplement promotion; term is 3 years.
- Endorsement compensation: $150,000 cash/year plus $100,000 in restricted stock over the initial term.
Limitless X Holdings Inc. announced significant equity compensation awards to its executive officers and directors on January 29, 2025. The awards include both stock options with immediate vesting and restricted stock units.
🚩 Red Flags
- Immediate vesting of stock options for multiple executives can be a red flag for potential short-term liquidation pressure.
- Significant dilution to existing shareholders through the issuance of restricted stock and options.
📋 Key Facts
- Board approved stock option awards for CEO Jaspreet Mathur (200,000), VP Legal Rob Cucher (75,000), CFO Benjamin Chung (25,000), COO Danielle Young (75,000), and two Board members (50,000 each).
- All stock options have an exercise price of $0.52 per share and vested immediately upon grant.
- Restricted Stock Awards were granted to CEO Jaspreet Mathur (333,333 shares), VP Legal Rob Cucher (150,000 shares), CFO Benjamin Chung (50,000 shares), and COO Danielle Young (150,000 shares).
- The awards were issued under the Company's 2022 Incentive and Nonstatutory Stock Option Plan and 2022 Restricted Stock Plan.
Limitless X Holdings Inc. entered into a $1,000,000 bridge loan agreement to finance the pre-production of a film. The transaction is highly significant due to its structure involving an affiliate managed by the Company's CEO.
🚩 Red Flags
- Related-party transaction: The funds were advanced via EM1 Capital LLC, which is solely owned/managed by the Company's CEO and Chairman, Jaspreet Mathur.
- Potential conflict of interest regarding the deployment of corporate subsidiary funds through an executive's private affiliate.
- High-risk asset backing: Security interest is tied to intellectual property (copyright/screenplay) of a film in pre-production, which is highly speculative.
📋 Key Facts
- On January 24, 2025, Limitless Films, Inc. (subsidiary) entered into a Bridge Loan Agreement for $1,000,000.
- The loan is intended to finance pre-production costs for an upcoming film featuring an 'A-list actor'.
- The loan bears an interest rate of 12.5% per annum.
- Maturity date is either the start of principal photography or December 15, 2025, whichever is earlier.
- Lender holds a security interest in the Borrower's copyright and screenplay.
- The loan was advanced by EM1 Capital LLC, an affiliate managed solely by CEO Jaspreet Mathur.
Limitless X Holdings Inc. entered into a consulting agreement and an amendment to a licensing agreement with Limitless Performance Inc., an entity wholly owned by the Company's CEO and Chairman, Jaspreet Mathur. Additionally, the company authorized a new series of 15% cumulative redeemable perpetual preferred stock.
🚩 Red Flags
- Related-party transaction: Consulting agreement with an entity owned by the CEO/Chairman.
- Potential dilution: Grant of 133,333 immediately exercisable stock options to a related party.
- Complex capital structure: Issuance of high-dividend (15%) cumulative redeemable preferred stock which ranks senior to common stock in liquidation.
📋 Key Facts
- Entered into a 3-year consulting agreement with Limitless Performance Inc. (LPI) effective Jan 24, 2025.
- LPI is wholly owned by CEO and Chairman Jaspreet Mathur, who is also a >10% shareholder.
- Company to grant LPI 133,333 immediately exercisable stock options under the 2022 Stock Option Incentive Plan on Jan 27, 2025.
- LPI agreed to waive royalty payments under an existing Manufacturing and Distributorship License Agreement for three years (until Dec 31, 2027).
- Authorized Series D 15% Cumulative Redeemable Perpetual Preferred Stock with a $25.00 liquidation preference.
- Series D stock carries a 15% cumulative cash dividend and is non-convertible into common stock.
Limitless X Holdings Inc. has entered into massive debt conversion and employee settlement agreements involving the issuance of significant amounts of equity, including Class C Convertible Preferred Stock convertible into 32 million common shares. This represents a massive dilution event for existing shareholders.
🚩 Red Flags
- Extreme Dilution: The convertible Class C stock could result in a ~260% increase in total common shares outstanding (from 12.3M to ~44.3M).
- Massive Debt Conversion: Settling nearly $8M in debt with equity at a highly favorable conversion ratio for vendors.
- Legal/Employment Disputes: Settlement agreements were required to resolve claims of unpaid wages for the CEO, CFO, COO, and VP of Legal Affairs.
- Removal of Ownership Caps: The removal of the 4.99% ownership limit on Class C stock allows large holders to amass significant control without triggering standard reporting thresholds immediately.
- Multiple items in one filing (1.01, 3.02, 3.03, 5.02, 8.01) indicating a period of high corporate volatility/restructuring.
📋 Key Facts
- Settled outstanding debts of $7,963,978.93 with 4 vendors via issuance of 320,094 shares of Class C Stock.
- Class C Stock is convertible into 32,009,400 shares of common stock (a massive dilution potential).
- Issued 1,340,598 total shares to executives and employees via settlement agreements for alleged unpaid wages from Sept-Dec 2024.
- Amended Certificate of Designation removed a 4.99% beneficial ownership limitation on Class C Stock holders.
- Granted 1,945,000 shares to directors for services rendered between May 2022 and Dec 2024.
- Total common stock outstanding as of Jan 14, 2025, is 12,308,613 shares.
Limitless X Holdings Inc. has authorized a new class of equity, Class C Convertible Preferred Stock, which ranks junior to existing Class A and B preferred stock but senior to common stock. This new class features a 1:100 conversion ratio into common stock and includes a liquidation preference of $0.01 per share.
🚩 Red Flags
- Potential dilution for existing common shareholders due to the high conversion ratio (1:100).
- The liquidation preference is extremely low ($0.01), suggesting this may be a vehicle for rapid capital infusion or restructuring rather than long-term stable equity.
📋 Key Facts
- Effective date of the Certificate of Designation is January 2, 2025.
- Authorized Class C Convertible Preferred Stock: 5,000,000 shares.
- Liquidation preference for Class C: $0.01 per share plus any due dividends.
- Conversion ratio: 1 share of Class C converts to 100 shares of Common Stock.
- Ownership limitation: Conversion is prohibited if it results in the holder owning more than 4.99% of outstanding Common Stock.
- Ranking: Junior to Class A and B Preferred; Senior to Common Stock.
Limitless X Holdings Inc. entered into a $212,000 promissory note with its CEO/Chairman and issued 70,000 shares to him as consideration. The filing also details the resignation of the President and the appointment of a new director alongside significant equity-based compensation for a consultant.
🚩 Red Flags
- Related-party transaction: CEO/Chairman is the lender in a promissory note.
- Potential dilution: Multiple issuances of restricted stock to insiders and consultants (CEO, New Director, Consultant).
- Liquidity pressure: Note maturity tied to a specific date or a $1M funding event.
- Management turnover: Resignation of the President.
📋 Key Facts
- CEO Jaspreet Mathur entered into a $212,000 promissory note (principal + interest) on Dec 27, 2024.
- The note maturity is set for June 27, 2025, or upon the company securing at least $1 million in an offering.
- CEO to receive 70,000 shares of common stock as consideration for the note.
- President Kenneth Haller resigned effective Dec 30, 2024; no disagreements reported.
- Arthur Sarkissian elected to the Board effective Jan 1, 2025; will receive 100,000 restricted shares.
- Consultant Kourous Ghasaban entered into a $1M equity-based compensation agreement over 3 years; first issuance of 208,334 shares approved Dec 31, 2024.
Limitless X Holdings Inc. filed an 8-K to disclose a shareholder letter titled 'Limitless Horizons: A Vision for Growth, Innovation, and Shareholder Value at Limitless X Holdings Inc.' dated December 19, 2024.
📋 Key Facts
- The company released a strategic vision letter to shareholders on December 19, 2024.
- The filing is categorized under Item 8.01 (Other Events).
- The shareholder letter is attached as Exhibit 99.1.
Limitless X Holdings Inc. entered into a promissory note with its CEO, Chairman, and a >10% shareholder, Jaspreet Mathur, for $145,000 plus interest. The agreement includes the issuance of 50,000 shares of common stock to the Holder as consideration.
🚩 Red Flags
- Related-party transaction: The loan is with the CEO, Chairman, and a major shareholder (Jaspreet Mathur).
- Potential dilution: Issuance of 50,000 shares to an insider as consideration for debt.
- Liquidity pressure: Maturity triggered by a $1 million funding event or a specific date, creating immediate repayment obligations upon successful capital raise.
📋 Key Facts
- Effective date: December 10, 2024.
- Principal amount: $145,000.00; Total Full Balance (including interest): $153,700.00.
- Interest rate: 12% fixed.
- Maturity Date: June 10, 2025 (Note: Filing text says 2024, but context implies 2025) or upon securing $1 million in funding, whichever comes first.
- Consideration for note: Issuance of 50,000 shares of common stock to the Holder within two business days.
- Default terms include a 3% monthly default interest rate and responsibility for collection costs/attorney fees.
Limitless X Holdings Inc. has amended its Certificate of Designation for Class B Convertible Preferred Stock to adjust the conversion rate following a prior reverse stock split. The conversion ratio was adjusted from 1:2 to 1:0.067 to maintain economic parity.
🚩 Red Flags
- Adjustment relates to a prior reverse stock split, which is often associated with micro-cap companies struggling to maintain minimum exchange listing requirements.
📋 Key Facts
- Effective Date of amendment: September 20, 2024.
- Amends Section 5(a) of the Certificate of Designation of Class B Convertible Preferred Stock.
- The conversion rate was adjusted from 1 share of Class B Stock for every 2 shares of Common Stock to 1 share of Class B Stock for every 0.067 shares of Common Stock.
- The adjustment is intended to account for the reverse stock split effectuated in December 2022.
Limitless X Holdings Inc. entered into settlement agreements with its CEO, President, VP of Legal Affairs, and a former Operations Manager to resolve disputes regarding allegedly unpaid compensation. The company issued a total of 3,202,464 shares of common stock as settlement payments to these individuals.
🚩 Red Flags
- Related-party transactions: Significant issuance of equity directly to top executives (CEO and President).
- Legal/Employment disputes: Settlement specifically addresses claims for 'unpaid compensation' from the company's own leadership.
- Potential dilution: Issuance of over 3.2 million shares to settle internal labor disputes rather than for operational growth.
📋 Key Facts
- Effective date of settlement: September 10, 2024.
- Total shares issued via settlement: 3,202,464 shares.
- Settlement breakdown: Jaspreet Mathur (CEO) received 1,552,442 shares; Kenneth Haller (President) received 932,171 shares; Rob D. Cucher (VP Legal) received 658,476 shares; Karmandeep Munder (former Ops Manager) received 59,375 shares.
- The settlement addresses disputes or claims arising out of compensation allegedly owed and unpaid to the employees.
- All issued shares are subject to a one-year lock-up period starting September 10, 2024.
Limitless X Holdings Inc. announced the immediate resignation of director Dov Konetz on July 18, 2024. The company explicitly stated that the resignation was not due to any disagreement regarding operations, policies, or practices.
📋 Key Facts
- Dov Konetz resigned from the Board of Directors effective July 18, 2024.
- The resignation is categorized under Item 5.02(b) - Resignation of Director.
- The filing states there was no disagreement with the Company regarding operations, policies, or practices.
Limitless X Holdings Inc. has dismissed its independent auditor, BF Borgers CPA PC, and appointed M&K CPAS, PLLC as its replacement. Notably, the outgoing auditor was recently subject to an SEC Cease-and-Desist Order on May 3, 2024.
🚩 Red Flags
- Auditor change involving a firm (BF Borgers) that was recently sanctioned by the SEC (Order issued May 3, 2024).
- The dismissal of an auditor due to regulatory sanctions against that firm is a significant red flag for micro-cap companies.
- Potential risk of restatements or internal control issues if the previous auditor's work was impacted by their SEC disciplinary action.
📋 Key Facts
- Effective date of auditor change: May 9, 2024.
- Dismissed Auditor: BF Borgers CPA PC.
- New Auditor: M&K CPAS, PLLC.
- The Company stated there were no disagreements with the previous auditor regarding accounting principles or auditing scope.
- BF Borgers is currently not permitted to appear or practice before the SEC due to an SEC Order dated May 3, 2024.