Limitless X : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, from August 3, 2022 through January 4, 2023, Limitless X Holdings, Inc. (the "Company") conducted a convertible note offering pursuant to an exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, pursuant to which it sold $9,675,000 of Convertible Notes.

On October 1, 2023,the Company entered into Conversion Agreements with each of the Noteholders to convert their respective Notes into shares of Class B Convertible Preferred Stock (the "Class B Stock"). Pursuant to the Conversion Agreements, each Noteholder agreed to receive one share of Class B Stock for each $2.00 of principal and unpaid interest accrued through the closing date of the Conversion Agreement. As of the closing date of the Conversion Agreement, and each of them, no portion of any of the Notes had been converted into shares of the Company's common stock.

On October 23, 2023, following the filing of the Certificate of Designation of the Class B Stock, and pursuant to the Conversion Agreements, the Company issued an aggregate of 10,349,097 shares of Class B Stock and extinguished $9,675,000 of convertible debt including accumulated interest as of October 23, 2023 in the amount of $674,097.