Limitless X Holdings Inc.

Item 1.01 Entry into a Material Agreement. Memorandum of Understanding On April 8, 2026 (the “Effective Date”), Limitless X Holdings Inc. (the “Company”) entered into a binding Memorandum of Understanding for Stock Issuance Settlement (the “MOU”) with its Chief Executive Officer and Chairman of the Board of Directors and greater than 10% shareholder in the Company, Jaspreet Mathur (“Mathur”), to clarify and settle certain benefits in the amount of $50,000 previously promised to Mathur under his employment offer letter and related to his efforts to grow the Company’s business. The MOU provides for an accord and settlement of all bonus and incentive stock compensation promised to Mathur as part of his offer letter and in connection with acquiring celebrity contracts, without affecting any other obligations or rights under such offer letter or other agreements between the parties. Pursuant to the MOU, and as consideration for all bonuses and incentives earned by Mathur for meeting milestones on behalf of the Company (including, but not limited to, entering into contracts with high-profile athletes and funding professionals required for public market reporting), the Company agreed to cause to be issued to Mathur a total of 550,000 shares of the Company’s Class B Convertible Preferred Stock (the “Class B Preferred Shares”). The Class B Preferred Shares are intended to constitute full compensation for all bonus payments which are or may be owed to Mathur under his offer letter and as previously promised to him to acquire celebrity contracts. The Class B Preferred Shares will be subject to all terms, conditions and restrictions set forth in the Company’s Certificate of Designation of Class B Convertible Preferred Stock, as amended. The Class B Preferred Shares will be restricted securities under the Securities Act of 1933, as amended (the “Securities Act”). Summary of Terms of Class B Convertible Preferred Stock Holders of the Class B Convertible Preferred Stock (“Class B Stock”) have no voting rights, except as required by Delaware law. Dividends do not accrue on the Class B Stock. Each share of Class B Stock is entitled to a liquidation preference of $3.00 per share, senior to common stock and junior to the company’s Class A preferred stock. Each share of Class B Stock is convertible, at the holder’s option, into.067 shares of common stock (initially, one share of Class B Stock converted into two shares of common stock, but was adjusted to conform to the company’s December 2022 reverse stock split), subject to a beneficial-ownership cap if, after giving effect to the conversion, the holder (together with its affiliates/attribution parties) would beneficially own more than 4.99% of the outstanding common stock, with the ability to increase that cap to 9.99%. The conversion price/ratio is adjusted for stock dividends, stock splits, combinations and reclassifications. The foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the full text of the MOU, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 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 3.02 Unregistered Sales of Equity Securities To the extent applicable, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.