Limitless X Holdings Inc. 8-K

What Happened
Limitless X Holdings Inc. (LIMX) filed an 8-K reporting two material actions: (1) its subsidiary Limitless Entertainment signed a retail lease (Oct 15, 2025) for the "Limitless Manny Pacquiao Impact Performance & Training Center" at 1724 N Highland Ave, Suite 270, Los Angeles (approx. 3,815 rentable sq ft), and (2) the Company entered four separate securities purchase agreements and issued promissory/convertible notes between Nov 3–11, 2025, raising an aggregate of $675,000 in principal ($150k CFI; $275k Labrys; $140k GSCP; $110k Auctus) subject to original-issue discounts, fees, interest charges, conversion features and repayment/amortization schedules.

Key Details

• Lease: 5‑year initial term (option for additional 5 years); rent begins Feb 1, 2026. Initial base rent schedule: $14,306.25/month (Feb 1, 2026–Jan 31, 2027) rising to $16,213.75/month in the final year; $97,282.50 security deposit; $18,121.25 prepaid for first month; $38,150 tenant improvement allowance. Lease guaranteed by Limitless X and Jas Mathur.
• Aggregate financings: Four notes dated Nov 3–11, 2025 totaling $675,000 principal (CFI $150k; Labrys $275k; GSCP $140k; Auctus $110k) issued with original‑issue discounts and legal fee deductions; reliance on Regulation D/Section 4(a)(2) exemptions.
• Conversion / dilution mechanics: Conversion prices include steep discounts to recent trading prices (examples: CFI 65% of prior 20‑day low with a possible 45% adjustment on default; Auctus 60% of 15‑day low plus two warrants for ~157k shares exercisable at $1.40; Labrys 85% of 15‑day low with a 4.99% cap unless increased).
• Cash/repayment obligations and default triggers: Labrys requires monthly amortization payments of $29,700 beginning Feb 5, 2026 (with final maturity Nov 5, 2026) and may sweep up to 50% of certain cash proceeds toward repayment; Auctus requires monthly payments starting Dec 11, 2025 ($12,000) and includes accelerated/default remedies (150% payment on default); GSCP schedules principal installments beginning 181 days after issuance.

Why It Matters

• Cash flow and liquidity: The lease creates a new ongoing rent obligation and upfront deposits/allowances starting Feb 2026. The notes include near‑term amortization and maturity dates (mostly within ~12 months), so the Company will face scheduled cash outflows that could affect working capital. Several notes also allow lenders to require application of up to 50% of certain cash proceeds to repay debt.
• Dilution risk: The convertible notes include conversion prices at deep discounts to recent trading prices and include ownership caps, warrants, and default-triggered enhanced conversion discounts — all of which can materially increase share dilution if conversions or defaults occur.
• Contingent liability and governance: The Lease is guaranteed by the parent and an individual (Jas Mathur), creating a contingent obligation for the Company. The financings include covenants (e.g., reserve of shares, reporting/listing requirements, participation/most‑favored‑nation rights) that could restrict corporate actions or require further share issuances.

Investors should monitor upcoming SEC filings and company disclosures for cash balances, repayment progress, any conversions or defaults, and further details on the Manny Pacquiao center opening and operating plans.