Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 31, 2022, Limitless X Holdings Inc., a Delaware corporation (the "Company"), filed a Certificate of Amendment with the Secretary of State of the State of Delaware to amend and restate their Certificate of Incorporation (the "A&R Certificate of Incorporation").

The Company's previous authorized shares were 205,000,000, consisting of 200,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value, 500,000 of which were designated as Class A Convertible Preferred Stock and 2,000,000 of which were designated as Class B Convertible Preferred Stock.

The A&R Certificate of Incorporation increased the authorized shares of the Company to 330,000,000, consisting of 300,000,000 shares of common stock, $0.0001 par value ("Common Stock") and 30,000,000 shares of preferred stock, $0.0001 par value ("Preferred Stock"), with 500,000 shares of Preferred Stock designated as Class A Convertible Preferred Stock.

Pursuant to the A&R Certificate of Incorporation, all previous Certificates of Designation filed prior to the date of the A&R Certificate of Incorporation were rescinded (i.e., the Class B Convertible Preferred Stock), excluding the Class A Convertible Preferred Stock which was restated with substantially the same terms as previously designated. At the time of the filing of the A&R Certificate of Incorporation, there were 500,000 shares of Class A Convertible Preferred Stock issued and outstanding and no shares of Class B Convertible Preferred Stock issued and outstanding.

Item 9.01 Financial Statements and Exhibit





(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:





Exhibit
Number    Description
3.1         Amended and Restated Certificate of Incorporation filed October 31, 2022
104       Cover Page Interactive Data File (formatted as an Inline XBRL document)






                                       1

© Edgar Online, source Glimpses