### S-1/A - AMENDMENT NO. 1 TO FORM S-1
S-1/A
1
ea0290959-s1a1_ealixir.htm
AMENDMENT NO. 1 TO FORM S-1
As filed with the Securities and Exchange
Commission on May 27, 2026.
Registration No. 333-295480
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EALIXIR, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
7380 |
|
84-4905484 |
(State or other jurisdiction of
Incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
1395 Brickell Ave.
Suite 800
Miami, FL 33131
(305) 399 1130
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Eleonora Ramondetti, Chief Executive Officer
and Secretary
EALIXIR, INC.
1395 Brickell Ave.
Suite 800
Miami, FL 33131
(305) 399 1130
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard I. Anslow, Esq.
Lijia Sanchez, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Phone: (212) 370-1300
Fax: (212) 370-7889
Approximate date of commencement
of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the Prospectus
is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether
the registrant is a large , accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large , accelerated filer,” “accelerated filer,” and “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
|
|
|
|
Emerging growth company |
|
☒ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such dates as the Commission, acting
pursuant to said section 8(a), may determine.
The information in this prospectus is not complete
and may be changed. The securities in this registration statement may not be sold until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS |
|
SUBJECT TO COMPLETION, DATED MAY
27, 2026 |
EALIXIR, INC.
22,602,658 shares of Common Stock
This prospectus relates to
the offer and resale of up to an aggregate of 22,602,658 shares of common stock, par value $0.001 per share, of Ealixir, Inc. (the “Common
Stock”) held by selling stockholders, consisting of 22,602,658 shares of common stock (the “Shares”). The holders of
the Shares are referred to herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.”
We are registering the Shares
on behalf of the Selling Stockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale
of our common stock by the Selling Stockholders in the offering described in this prospectus. We cannot predict when and in what amounts
the Shares will be sold by each of the Selling Stockholders. We have agreed to bear all of the expenses incurred in connection with the
registration of the Shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers
or dealer managers and similar expenses, if any, incurred for the sale of the Shares.
Our common stock is quoted
on the OTC Pink Open Market operated by OTC Markets Group, Inc. (the “OTC Pink”), under the ticker symbol “EAXR.”
On May 26, 2026, the last reported sale price for our common stock was $2.01 per share. Since the OTC Pink is not an established public
trading market, the Shares will be offered and sold by the Selling Stockholders at a range of $1.65 to $2.05 per share. If and when,
our common stock is quoted on a national securities exchange, thereafter, the Shares may be sold at prevailing market prices or privately
negotiated prices or in transactions that are not in the public market. Although we intend to pursue an application for listing on a
national securities exchange, we cannot assure you that our common stock will, in fact, be quoted on a national securities exchange.
The Selling Stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person
to distribute their common shares. The Company will not receive any proceeds from the sale of the Shares by the selling stockholders.
Additional information on the Selling Stockholders, and the manner in which they may offer and sell the Shares, is provided under “Selling
Stockholders” and “Plan of Distribution” in this prospectus.
We are an “emerging growth
company” and a “smaller reporting company” is used in the Jumpstart Our Business Startups Act of 2012 (the
“JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for this and future
filings. This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in
which the Shares may be offered and sold will be described in a supplement to this prospectus.
Our officers and directors
will have significant influence over the Company following the completion of the Public Offering due to their significant shareholding
in the Company, in particular, Ms. Eleonora Ramondetti, our director, CEO and Secretary, who currently holds approximately 93.7% of the
voting power of our Company (based on 1,000,000 issued and outstanding shares of our Preferred Stock as of the date of this Resale Prospectus).
For more information regarding Ms. Ramondetti’s beneficial ownership, see “ Security Ownership of Principal Stockholders
And Management ” on page 66 and “ Risk Factors — Risks Related to Our Securities — Our
director, CEO and Secretary, Ms. Eleonora Ramondetti, has a substantial influence over our Company. Her interests may not be aligned with
the interests of our other stockholders, and she could prevent or cause a change of control or other transactions ” on page 23.
Investing in our Common Stock
involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 14 before
you invest in our Common Stock.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments
or supplements carefully before you make your investment decision.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
|
|
Page |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
|
ii |
ABOUT THIS PROSPECTUS |
|
iv |
INDUSTRY AND MARKET DATA |
|
v |
TRADEMARKS |
|
v |
PROSPECTUS SUMMARY |
|
1 |
THE OFFERING |
|
11 |
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION |
|
12 |
RISK FACTORS |
|
14 |
USE OF PROCEEDS |
|
29 |
SELLING STOCKHOLDERS |
|
30 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
|
32 |
BUSINESS |
|
43 |
MANAGEMENT |
|
60 |
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT |
|
66 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
|
67 |
DESCRIPTION OF SECURITIES |
|
70 |
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-US HOLDERS |
|
73 |
PLAN OF DISTRIBUTION |
|
77 |
LEGAL MATTERS |
|
79 |
EXPERTS |
|
79 |
WHERE YOU CAN FIND MORE INFORMATION |
|
79 |
INDEX TO FINANCIAL STATEMENTS |
|
F-1 |
You should rely only on the
information contained in this Resale Prospectus. Neither we nor the Selling Stockholders have not authorized anyone to provide you with
different information. If anyone provides you with different information, you should not rely on it. Neither we nor the Selling Stockholders
are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information contained in this Resale Prospectus is accurate only as of the date on the front cover of this Resale Prospectus. Neither
the delivery of this Resale Prospectus nor any sale made in connection with this Resale Prospectus shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of this Resale Prospectus or that the information contained
in this Resale Prospectus is correct as of any time after its date. Information contained on our website, or any other website operated
by us, is not part of this Resale Prospectus.
Persons outside the United States
who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the
Shares and the distribution of the prospectus outside the United States. The information contained in this prospectus is current
only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have
changed since that date.
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this Resale
Prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Resale Prospectus
are “forward-looking statements” for purposes of federal and state securities laws, including statements regarding our expectations
and projections regarding future developments, operations and financial conditions, and the anticipated impact of our acquisitions, business
strategy, and strategic priorities. These statements involve known and unknown risks, uncertainties and other important factors that may
cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements.
In some cases, you can identify
forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,”
“anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”
“believe,” “estimate,” “predict,” “potential” or “continue” or the negative
of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements
in this Resale Prospectus are only predictions and are based largely on our current expectations and projections about future events and
financial trends that we reasonably believe may affect our business, financial condition, and results of operations. These forward-looking
statements speak only as of the date of this Resale Prospectus and are subject to several known and unknown risks, uncertainties, and
assumptions. Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could
differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results
of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
These forward-looking statements
present our estimates and assumptions only as of the date of this Resale Prospectus. Accordingly, you are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law,
we do not plan to publicly update or revise any forward-looking statements contained herein, whether because of any new information, future
events, changed circumstances or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking
statements include, but are not limited to, those summarized below:
| ● | We have generated negative cash flow for the year ended
December 31, 2025, there can be no assurance that we can generate positive cash flow in the near term. |
| ● | We may need to raise additional funds in the future that may
not be available on acceptable terms or available at all. |
| ● | Our independent auditor has expressed a “going concern”
opinion in the 2025 and 2024 audit report. |
| ● | We do not currently have an external line of credit facility
with any financial institution. |
| ● | We are an early-stage company with a business model and marketing
strategy still being developed and largely untested. |
| ● | Our management and organizational structures are still developing
and remain susceptible to error and inefficiencies. |
| ● | We have significant customer concentration, with a limited
number of customers accounting for a substantial portion of our revenues. Failure to attract, grow and retain a diverse and balanced
customer base could harm our business and operating results. |
ii
| ● | If we experience a significant disruption in our information
technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations
and financial condition could be adversely affected. |
| ● | Because we conduct operations in several different countries,
we may be affected by currency fluctuations. |
| ● | Our expansion into new markets may present increased risks
due to our unfamiliarity with those areas and our target customers’ unfamiliarity with our brand. |
| ● | Privacy and data protection regulations are complex and rapidly
evolving areas. Adverse interpretations of these laws could harm our business, reputation, financial condition, and operating results. |
| ● | Our business depends on continued and unimpeded access to
the Internet by us and our users. Internet access providers may be able to restrict, block, degrade, or charge for access to certain
of our products and services, which could lead to additional expenses and the loss of users and advertisers. |
| ● | Our director, CEO, and Secretary, Ms. Eleonora Ramondetti,
has a substantial influence over our Company. Her interests may not be aligned with the interests of our other stockholders, and she
could prevent or cause a change of control or other transactions of the Company. |
| ● | The other risks identified in this Resale Prospectus including,
without limitation, those under “ Risk Factors ” and “ Management’s Discussion and Analysis of Financial
Condition and Results of Operations ,” as such factors may updated from time to time in our other filings with the SEC. |
Given these uncertainties,
you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and
assumptions only as of the date of this Resale Prospectus and, except as required by law, we undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Resale
Prospectus. We qualify all our forward-looking statements by these cautionary statements.
iii
About
this Prospectus
This Resale Prospectus describes
the general manner in which the Selling Stockholders may offer from time to time the Shares. You should rely only on the information contained
in this Resale Prospectus or incorporated by reference into this Resale Prospectus and the related exhibits, any prospectus supplement
or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision.
Neither we nor the Selling Stockholders have authorized anyone to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. This Resale Prospectus, any prospectus supplement or amendments thereto
do not constitute an offer to sell, or a solicitation of an offer to purchase, the Shares offered by this prospectus, any prospectus supplement
or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation
of an offer in such jurisdiction. You should not assume that the information contained in this Resale Prospectus, any prospectus supplement
or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission (the “SEC”),
is accurate as of any date other than the date on the front cover of the applicable document.
If necessary, the specific
manner in which the Shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add,
update or change any of the information contained in this Resale Prospectus. To the extent there is a conflict between the information
contained in this Resale Prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided
that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for
example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document
having the later date modifies or supersedes the earlier statement.
Neither the delivery of this
Resale Prospectus nor any distribution of the Shares pursuant to this Resale Prospectus shall, under any circumstances, create any implication
that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the
date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
When used herein, unless the
context requires otherwise, references to the “Ealixir” “Company,” “we,” “our” and “us”
refer to Ealixir, Inc., a Nevada corporation and its consolidated subsidiaries.
iv
Industry
and Market Data
This Resale Prospectus, and
the documents incorporated by reference in this Resale Prospectus include industry data and forecasts that we obtained from industry publications
and surveys, public filings, and internal company sources. Statements as to our ranking, market position and market estimates are based
on independent industry publications, government publications, third-party forecasts and management’s good faith estimates and assumptions
about our markets and our internal research. Although we believe our internal company research and estimates are reliable, such research
and estimates have not been verified by any independent source. This data involves risks and uncertainties and is subject to change based
on various factors, including those discussed under the headings “ Risk Factors ” and “ Cautionary Note Regarding
Forward Looking Statements ” in this Resale Prospectus and the documents incorporated by reference herein and therein.
Trademarks
We own or have rights to trademarks
or trade names that we use in connection with the operation of our business, including our corporate names, logos, and website names.
This Resale Prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their
respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this Resale Prospectus
is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience,
some of the copyrights, trade names and trademarks referred to in this Resale Prospectus are listed without their © , ®
and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names
and trademarks. All other trademarks are the property of their respective owners.
EXCHANGE RATE INFORMATION
Unless stated otherwise, all
dollar amounts are in United States Dollars. Certain amounts are expressed in Euros (“€”).
The annual average exchange
rates for Euros in terms of the United States Dollar for each of the two-year periods ended December 31, 2025 and 2024, as quoted
by the European Central Bank, were as follows:
Year ended December 31, |
2025 | |
2024 |
€0.8847 | |
€0.9245 |
On December 31, 2025,
the daily rate for United States Dollars in terms of the Euros, as quoted by the European Central Bank, was USD $1.00 = €
0.8513.
PRESENTATION OF FINANCIAL INFORMATION
The financial information
contained in this Resale Prospectus derives from our audited consolidated financial statements as of December 31, 2025 and
2024 and our unaudited consolidated financial statements for the three month period ended on March 31, 2026. These consolidated
financial statements and related notes included elsewhere in this Resale Prospectus are presented in the reporting currency of United States
Dollars ($) and are collectively referred to as our audited consolidated financial statements herein and throughout this Resale Prospectus.
Our audited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) and with reference to the Accounting Standards Codification (“ASC”). Our fiscal year ends
on December 31 of each year, so all references to a particular fiscal year are to the applicable year ended December 31.
v
PROSPECTUS
SUMMARY
This summary highlights
selected information contained elsewhere in this Resale Prospectus, but it does not contain all of the information that you may consider
important in making your investment decision. You should read the entire Resale Prospectus carefully, including the section entitled “Risk
Factors” in this Resale Prospectus, the financial statements and the notes to the financial statements included elsewhere in this
Resale Prospectus.
THE COMPANY
Ealixir is an internet technology
company specializing in online reputation management services, which we refer to as ORM. The heart of our operational philosophy
is to ensure that our clients have the “ right to be forgotten ”. We support a more professional and accurate Internet
whereby content publishers or providers regulate the use of people’s information by third parties, especially in the context of
preventing or limiting third parties’ abilities from doxing (referring to the unauthorized release of personal identifying information)
or engaging in libelous, slandering or any other similar malicious dissemination of (mis)communication.
Ealixir uses its advanced technological
platform to provide ORM services and digital privacy solutions to individuals, professional organizations, and small, medium businesses,
or “SMBs”. By providing our clients with an ability to control, remove and edit information posted and available on the Internet,
individuals, professional organizations, and SMBs can choose what verified content about them will appear on websites and search engines.
Our extensive removal experience and proprietary removal technology allows us, we believe, to offer one of the best services available
in the content removal industry. Our objective is to provide protection for the reputation of our clients on websites and search engines
by drafting and correcting inaccurate information, filtering harmful or negative information and misinformation from social engines, and
by managing the online status of individuals, brands and companies. Furthermore, we aim to enhance the image, legacy and the web-reputation
of our customers by creating positive links and original tailor-made content, which is then disseminated online through a vast network
of newspapers, agencies and websites with whom we work.
Our objective as a company
is to advocate the “ right to be forgotten ” in order to help individuals, SMBs and others fight back against outdated
negative information and harmful spurious content online, and we strive at being subject matter professionals at what we do.
The Internet and its various
platforms have become in our opinion the new media battlefield which can be used to destroy brand and reputation. Our purpose as a company
is to provide protection against these unwanted and often spurious attacks, while offering a possible risk-free, technical approach to
permanent content removal. We have witnessed the repercussions that negative online content can bring to both businesses and individuals
and strive to give our clients back control over their online presence.
Our employees include computer
science specialists, web analysists, and digital media or communication strategists, supported by a legal specialist specialized in privacy
laws. We also maintain relationships with a data analysis search engine and data banks with whom we work on the deindexation of harmful
and unwanted content and links.
By our choice and not by legal
obligation, as a policy, we do not work with those who have been found guilty in the past of committing crimes related to drugs, terrorism,
criminal organizations or violence against women or minors. Moreover, before working with any client, as a policy, we run background checks
from a combination of compliance and know-your-client databases and ask for supporting legal documentation such as criminal records or
certificate of pending charges from applicable jurisdictions. We have instituted certain controls and procedures to enforce this policy,
including using internal technologies aimed at proper customer due diligence and compliance databases. These controls and procedures are
activated at the moment of preliminary discussions with potential clients and, therefore, prior to signing any contract or the start of
any collaboration. Moreover, all of our clients have to accept a clause pursuant to our standard form agreement with clients that states
the client has read and accepted the terms of our Code of Ethics and that in the event of a violation of the Code of Ethics, we have the
right to renegotiate or terminate the agreements with the client.
1
Ealixir offers its individual
and corporate clients a full suite of ORM solutions. Our primary service offering is Ealixir Removal, the removal of negative content
and online spurious content. To complement the removal of negative content and online defamation, we offer ancillary services to both
remove such content and also promote our clients’ positive online reputation and improve search results. Our ancillary services
include: WEBiD, Ealixir Story, NewsDelete, Ealixir Analytics, Ealixir Event Launch, Monitoring, RepuTrust, Ealixir Editions and Crisis
Management:
| ● | Ealixir Removal — Our primary service,
which aims to protect the online reputation of clients (individuals or corporations) utilizing the Company’s innovative technological
platform to achieve the removal, de-indexation or the anonymization of negative or unwanted information. |
| ● | WEBiD — a detailed report covering
the past ten years of online content, including media presence, mentions, news, images, social media posts, blogs and forums relating
to individuals, brands and companies. Based on such report, the client receives an immediate and accurate portrait of the dominant “sentiment”
which is associated with the specific content — whether positive, neutral or negative. We uncover harmful information;
we geo-localize online conversations related to the subject and analyze their demographic composition. At the end of this, we then prepare
a report which summarizes the strengths and weaknesses, which is delivered to the customer’s home or headquarters. |
| ● | Ealixir Story — Through this service,
we aim to assist our clients in developing and spreading on the Internet a new or revived story about themselves. Frequently following
the completion of our Ealixir Removal work, the need to replace the content which was removed with new and positive content becomes apparent.
We thus offer our customers a customized editorial plan, with the aim of developing a new “story” through a number of articles
and features to be published by several online news outlets. |
| ● | NewsDelete — This service caters to
customers concerned about their reputation in financial affairs, as it is portrayed by privately-managed databases. If certain conditions
are met, we are able to obtain the removal of a client’s name from the database or the update of information that is incorrect
or obsolete. |
| ● | Ealixir Analytics collects real-time big data about
states, institutions, political parties, candidates and personalities. Through the web listening platform, we are able to monitor millions
of online sources and, with the use of algorithms in-house developed. We are able to cross-reference words and sentences in order to
identify trends in public audience reading in order to propose contents and information of interest. Through a detailed analysis of sentiment
related to specific targets, we identify strategic and business opportunities in target countries and propose communication plans of
effectiveness. |
| ● | Ealixir Event Launch gives companies the unique opportunity
to promote their event on an international scale, providing visibility in online periodicals in multiple countries around the world.
It works with accredited journalists and PR experts who will develop the most effective editorial plan to promote an event (e.g., the
launch of a new product, an important anniversary or the grand opening of a new office) and draft articles and press releases for distribution
in the target countries in authoritative periodicals. |
| ● | Monitoring is offered as a subscription service, where
we provide continuous monitoring of the client’s online presence for a duration of one year. The primary objective is to identify
and address potential threats to personal and professional reputation. This service is available in bundles, which also includes the
removal of certain negative links detected during the subscription period, with the extent of removal based on the package size chosen
by the client. |
| ● | RepuTrust is our AI-powered digital identity platform
currently under development and we expect to offer new and existing client the services by the second half of the fiscal year ended in
December 31, 2026. This service is designed to offer an individual or business an immediate and broad overview of such person’s
or company’s web reputation. RepuTrust uses advanced data analysis and AI-driven sentiment evaluation for our client, and we then
assign a score from 1 to 100 (where a higher number denotes a more positive sentiment). |
| ● | Ealixir Editions is our editorial offering designed
to help individuals and professionals strengthen digital identity through authorship, structured digital presence, and integrated communication.
Ealixir Editions delivers a complete authorship ecosystem that may include up to two original books, a personal website, and an integrated
media and SEO strategy intended to strengthen a client’s long-term visibility and credibility. |
2
| ● | Crisis Management is our structured advisory offering
designed to support executives, public figures, and organizations as they navigate high-impact and time-sensitive events. Ealixir’s
crisis management service is intended to support a range of high-impact scenarios, such as viral incidents or rapidly spreading digital
narratives, public allegations or controversy, coordinated online criticism or digital harassment campaigns, and resurfacing content
that gains renewed attention. |
Competition
The ORM industry is a young
and growing sector, because its growth is related to the growth of online content, as well as other factors, and thus in our view difficult
to quantify. At the same time, the ORM industry is highly competitive and fragmented. The number, size and strength of our competitors
vary by continent and country. Our competitors also compete based on a number of factors, including speed of service, value, name recognition,
and customer service. We believe our most direct competition comes from Reputation.com, Terakeet, and Repair Bad Reputation, among others.
We also compete with traditional
public relations and communication agencies.
However, we believe that none
of these competitors offers the breadth of services we provide. While some of them focus on the removal of unwanted Internet links, and
others manage promotional campaigns, we believe that few, if any, of them can match the scope, depth and reach of our services, commencing
from a thorough assessment of the nature of the web content relating to our client, to targeted link and content removal; the creation
of new and tailor-made web content; and the removal of information from databases and so called “blacklists”.
“Blacklists” are
databases that are used as compliance tools, containing information obtained from open sources, on individuals and business entities.
These databases are risk intelligence tools used by banks and financial systems to finalize a customer’s “Know Your Customer”
information, to mitigate financial risks and to make business transactions more transparent. The process is intended to address crimes
that are mainly related to money laundering resulting from corruption and illegal activities generally.
Banks, credit, insurance and
financial institutions, as well as government and intelligence services, use these databases to draw information on individuals, not only
to screen their financial solvency or the feasibility of granting mortgages or financing, but also process the information to understand
whether such individuals are linked to dynamics related to terrorism, drug trafficking, money laundering, arms and human trafficking.
The information contained in these databases constitutes the basis for calculating risk in business and entrepreneurial relationships,
a calculation that starts from merely financial data and then crosses over into a truly comprehensive report on the requesting subject.
These databases use open-source
information, i.e., information that can be found on the Internet by performing a Google or similar search, from government websites or
the media to create these profiles. Sometimes this information is outdated or no longer relevant (for example in cases of acquittal).
In these cases, the failure to update information may cause serious damage to the person or business entity involved and it is part of
Ealixir’s job to request an update of information and when possible, the cancellation of the profile.
Pricing; Sales and Marketing
The Company provides its “Removal”
service, aimed at the cancellation or the deindexation of the harmful or undesired links. The service is provided for the benefit of the
client’s online reputation. The Company currently offers monitoring services, as further described above, where the Company provides
continuous monitoring of the client’s online presence.
Since each client needs and
appreciates a tailored service, the Company agrees on rates on customized basis. In doing so, reference is made to the following pricing
schedule:
Primary Service:
| ● | Ealixir Removal — $1,500 per link |
3
Ancillary Services:
| ● | WEBiD — $5,000 per name of a person or company,
hashtag or other identifier on average |
| ● | Ealixir Story — Three packages at $50,000;
$100,000; and $150,000, respectively. The packages differ from each other in the number of items and geographic area of reference. |
| ● | News Delete — $25,000 each black list. |
| ● | Analytics — $500,000 starting price. Additional
pricing is based on the scope of the project. |
| ● | Event Launch — $150,000 starting price. Additional
pricing depends on the scope of the project. |
| ● | Monitoring — Five packages at a monthly rate
of $500, $750, $1,000, $2,000, $2,500 or customized to the client’s needs. |
| ● | Ealixir Editions — $60,000, which includes
the authorship of two books, a dedicated website, and up to 10 media placements. |
| ● | Ealixir Story — Pricing depends on the length,
depth and complexity of the client’s story and the news media outlets to which it is distributed. |
| ● | Crisis Management — Crisis management services
are structured on a customized basis, combining a tailored selection of the Company’s services to address each client’s specific
circumstances. Pricing is determined using a modular approach, with standardized internal pricing applied to each service component.
Total fees vary depending on the scope and complexity considerations associated with each engagement. |
Implications of Being an Emerging Growth Company
and a Smaller Reporting Company
We are an “emerging growth
company,” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial
public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed
to be a large accelerated filer, which means the market value of our shares of Common Stock that are held by non-affiliates exceeds $700 million
as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible
debt during the prior three-year period. We refer to the Jumpstart Our Business Startups Act of 2012 in this Resale Prospectus
as the “JOBS Act,” and references in this Resale Prospectus to “emerging growth company” shall have the meaning
associated with it in the JOBS Act.
As an emerging growth company,
we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies.
These provisions include:
| ● | only two years of audited financial statements in addition
to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” disclosure; |
| ● | reduced disclosure about our executive compensation arrangements; |
| ● | no requirement that we hold non-binding advisory votes on
executive compensation or golden parachute arrangements; and |
| ● | exemption from the auditor attestation requirement in the
assessment of our internal control over financial reporting. |
We have elected to adopt certain
reduced disclosure requirements for purposes of the registration statement of which this Resale Prospectus is a part. In addition, for
so long as we qualify as an emerging growth company, we expect to take advantage of certain of the reduced reporting and other requirements
of the JOBS Act with respect to the periodic reports we will file with the SEC and proxy statements that we use to solicit proxies from
our stockholders. As a result, the information contained in this Resale Prospectus and in our periodic reports and proxy statements may
be different than the information provided by other public companies.
4
In addition, the JOBS Act provides
that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.
This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public
company effective dates for new or revised accounting standards.
For certain risks related to
our status as an emerging growth company, see the section titled “Risk Factors — Risks Related to Our Securities — We
are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain
if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our Common Stock
less attractive to investors.
We are also a “smaller
reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller
reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million,
or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity
float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become
an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.
We have elected to take advantage
of certain of the reduced disclosure obligations in the registration statement of which this Resale Prospectus is a part and may elect
to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders
may be different from what you might receive from other public reporting companies in which you hold equity interests.
Implications of Being a Controlled Company
We expect that our director,
CEO and Secretary, Ms. Eleonora Ramondetti, will hold a majority of our voting power following our initial public offering and we will
continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Listing
Rules and under the rules of the NYSE. Accordingly, we will be a controlled company under the applicable Nasdaq and
NYSE listing standards. For so long as we are a controlled company under that definition, we are permitted to elect to
rely, and may rely, on certain exemptions from corporate governance rules, including:
| ● | an exemption from the rule that a majority of our board of
directors must be independent directors; |
| ● | an exemption from the rule that the compensation of our chief
executive officer must be determined or recommended solely by independent directors; and |
| ● | an exemption from the rule that our director nominees must
be selected or recommended solely by independent directors. |
As a result, you will not have
the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.
Although we do not intend to
rely on the “controlled company” exemption under the Nasdaq Listing Rules or under the rules of the NYSE, we could elect
to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the
members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees
might not consist entirely of independent directors. Our status as a controlled company could cause our Common Stock to
look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection
afforded to stockholders of companies that are subject to these corporate governance requirements. Please see “ Risk Factors — We
are a “controlled company” defined under the Nasdaq Listing Rules and under the rules of the NYSE. Although we do not
intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect
to rely on this exemption in the future and you will not have the same protection afforded to stockholders of companies that are subject
to these corporate governance requirements .”
5
Corporate History and Structure
We were incorporated in the
State of Nevada on June 7, 2019 under the name Bull Run Capital Holdings, Inc. in order to participate in a holding company reorganization
pursuant to the laws of the State of Nevada, which was completed on July 19, 2019. In this reorganization Flint Telecom Group, Inc.,
our predecessor company (the “Predecessor”) merged with and into its indirect wholly owned subsidiary, Flint Merger Group
Sub Inc., with the Predecessor as the surviving corporation and becoming our wholly owned subsidiary. At that time we engaged in a reverse
stock split whereby one share of Common Stock was issued in exchange for every 50 shares then outstanding. Concurrently with this, we
cancelled all of the stock held in Flint Telecom Group, Inc. resulting in our becoming a stand-alone entity with no subsidiaries. Our
Common Stock was traded on the OTC Pink Market under the symbol “BRCH”. On January 8, 2020, our stockholders adopted
an amendment to our Articles of Incorporation, changing our name from “Bull Run Capital Holdings, Inc.” to “Budding
Times, Inc.” As a result, our trading symbol was changed to “BRCH.”
On May 21, 2020, we engaged
in a merger (the “2020 Merger”) with Ealixir Privacy Services, Ltd, Dublin, Ireland, whereby we issued an aggregate of 35,376,126
shares of our Common Stock (post reverse 1:50 stock split) to the stockholders of Ealixir, pro rata to their respective ownership prior
to the 2020 Merger. As part of this transaction our stockholders approved a reverse stock split whereby one share of Common Stock was
issued for every 25 shares outstanding and adopted an amendment to our Articles of Incorporation, changing our name to “Ealixir,
Inc.” The effective date of the reverse split was July 8, 2020. All references in this Prospectus to our issued and outstanding
Common Stock is presented on a post reverse stock split basis unless otherwise indicated.
Corporate Information
Our principal place of business
is located at 1395 Brickell Avenue, Suite 800, Miami FL 33131. Our telephone number is (305) 399-1130. Since April 25,
2018, our principal office in Europe is located at Plaza Universidad 3, 08007, Barcelona, Spain.
Recent Developments
The hallmark of Ealixir has
always been to maintain leadership in the market of online identity management, through continuous research in the IT field, in order
to be able to provide trusted services to companies and individuals. Ealixir recently undertook investments in artificial intelligence
technologies that will enable an individual or business an immediate and broad overview of such person’s or company’s web
reputation. We anticipate that by the second half of the fiscal year ended December 31, 2026, such platform will enable our clients
to analyze their reputational content on the Internet in a quick and effective manner, at a competitive price. This process will enable
Ealixir to evaluate and analyze large amounts of data points to ensure our marketing efforts are reaching intended audiences.
6
Artificial Intelligence
In pursuing the process of
strengthening its IT architecture and broadening its service offering, the Company has engaged in initiatives related to the development
and application of artificial intelligence. These efforts support the creation of innovative solutions and the introduction of new services.
Among them is RepuTrust, designed to provide an immediate and comprehensive overview of a person’s or company’s reputation.
The platform uses advanced data analysis and AI-driven sentiment evaluation for our client associated with the client and assigns a score
from 1 to 100, where a higher number denotes a more positive sentiment.
Corporate Events (“Ealixir Event Launch”).
The development of the application
is also driven in-house, with limited support by external IT professionals. The application provides the client companies the unique opportunity
to promote their event on an international scale, providing visibility in more than 1200 online periodicals in 30 countries around the
world. In delivering the services, Ealixir works with accredited journalists and PR experts who will develop the most effective editorial
plan to promote an event (e.g., the launch of a new product, an important anniversary, or the grand opening of a new office) and draft
articles and press releases for distribution in the target countries in authoritative newspapers.
Contracts Management
Ealixir considers the operational
contract management software (the “Management Software”) to be of strategic importance; the Management Software was initially
developed exclusively in-house. It is regularly updated, and new functions are continuously being developed in order to support the increasing
complexity of customer relations, enabling the Company operations to keep not only effective, but ever more distinctive compared to its
competitors.
These improvements, which take
the form of operational adjustments and the implementation of new functions, although entrusted in the operational component to an external
company, are always driven by the Company’s top managers, in order to ensure the committed confidentiality to our clients and the
advisable protection of the Company’s know-how.
7
SUMMARY
OF RISK FACTORS
Our business is subject to
multiple risks and uncertainties, as more fully described in “ Risk Factors ” and elsewhere in this Resale Prospectus.
We urge you to read “ Risk Factors ” and this prospectus in full. Our principal risks may be summarized as follows:
We are subject to risks and
uncertainties related to our business and Company, including, but are not limited to, the following:
| ● | We have generated negative cash flow for the year ended
December 31, 2025, there can be no assurance that we can generate positive cash flow in the near term. |
| ● | We may need to raise additional funds in the future that
may not be available on acceptable terms or available at all. |
| ● | Our independent auditor has expressed a “going concern”
opinion in the 2025 and 2024 audit report. |
| ● | We do not currently have an external line of credit facility
with any financial institution. |
| ● | We are an early-stage company with a business model and marketing
strategy still being developed and largely untested. |
| ● | Our management and organizational structures are still developing
and remain susceptible to error and inefficiencies. |
| ● | We have adopted a corporate policy to prohibit our services
from being rendered to clients who have been found guilty of committing certain crimes. Any deviation from this policy would result in
negative publicity. |
| ● | We have significant customer concentration, with a limited
number of customers accounting for a substantial portion of our revenues. Failure to attract, grow and retain a diverse and balanced
customer base could harm our business and operating results. |
| ● | We operate in a highly competitive industry and competitors
may compete more effectively. |
| ● | If we are unable to keep up with technological developments,
our business could be negatively affected. |
| ● | If we experience a significant disruption in our information
technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations
and financial condition could be adversely affected. |
| ● | We are subject to cyber security risks and may incur delays
in platform development in an effort to minimize those risks and to respond to cyber incidents. |
| ● | Disruptions to our information technology systems due to
cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our
growth and materially and adversely affect our business and results of operations. |
| ● | We may be forced to litigate to enforce or defend our intellectual
property rights or to protect trade secrets. |
| ● | Our officers and directors may be engaged in a range of business
activities resulting in conflicts of interest. |
| ● | Because we conduct operations in several different countries,
we may be affected by currency fluctuations. |
| ● | We rely on outside consultants and agents. |
| ● | Our expansion into new markets may present increased risks
due to our unfamiliarity with those areas and our target customers’ unfamiliarity with our brand. |
| ● | If we fail to retain our key personnel or if we fail to attract
additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer. |
8
| ● | Changes in accounting standards and subjective assumptions,
estimates and judgments by management related to complex accounting matters could significantly affect our financial results. |
| ● | If we are unable to manage any future growth effectively,
our profitability and liquidity could be adversely affected. |
| ● | Privacy and data protection regulations are complex and rapidly
evolving areas. Adverse interpretations of these laws could harm our business, reputation, financial condition, and operating results. |
| ● | We operate in numerous countries and are subject to various
different laws and regulations which can change significantly which could adversely affect our future business, financial condition and
results of operations. |
| ● | We may be subject to various new and existing federal and
state law. Adverse interpretations of these laws could harm our business, reputation, financial condition, and operating results. |
| ● | A patchwork of laws may negatively impact our ability to
render our services. |
| ● | Extrajudicial laws may render our services moot. |
| ● | Our business depends on continued and unimpeded access to
the Internet by us and our users. Internet access providers may be able to restrict, block, degrade, or charge for access to certain
of our products and services, which could lead to additional expenses and the loss of users and advertisers. |
| ● | Failure to adequately manage our growth could impair our
ability to deliver high-quality solutions to our customers, hurt our reputation and compromise our ability to become profitable. |
| ● | The loss of key personnel could have a material adverse effect
on our business, financial condition or results of operations. |
| ● | Our reported financial results may be adversely affected
by changes in U.S. GAAP. |
| ● | We are subject to risks relating to our information technology
systems, and any failure to adequately protect our critical information technology systems could materially affect our operations. |
| ● | The success of our Company will depend on relationships with
third parties and pre-existing customers of Ealixir which relationships may be affected by customer preferences or public attitudes.
Any adverse changes in these relationships could adversely affect our business, financial condition or results of operations. |
| ● | We face intense competition, and we may not be able to compete
effectively, which could reduce demand for our products and adversely affect our business, growth, revenues and market share. |
| ● | Our director, CEO and Secretary, Eleonora Ramondetti, has
a substantial influence over our Company. Her interests may not be aligned with the interests of our other stockholders, and she could
prevent or cause a change of control or other transactions. |
| ● | We are a “controlled company” defined under the
Nasdaq Listing Rules and under the rules of the NYSE. Although we do not intend to rely on the “controlled company”
exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely on this exemption in the future and you will
not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. |
| ● | Because the market for our Common Stock is limited, persons
who purchase our Common Stock may not be able to resell their shares at or above the purchase price paid for them. |
| ● | We may be unable to list our Common Stock on a national securities
exchange. |
| ● | There is a limited market for our securities, which may make
it more difficult to dispose of our securities and we may fail to sustain trading on a national securities exchange, which could make
it more difficult for investors to sell their shares. |
9
| ● | An active market for our Common Stock may never develop,
and we are under no obligation to seek out a more active market for our Common Stock. |
| ● | To date, we have not paid any cash dividends, and no cash
dividends will be paid in the foreseeable future. |
| ● | Our articles of incorporation allow our Board to create new
series of preferred stock without approval by our stockholders, which could adversely affect the rights of the holders of our Common
Stock. |
| ● | Any adverse effect on the market price of our Common Stock
could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate. |
| ● | Provisions of our Bylaws and Nevada law may delay or prevent
a take-over that may not be in the best interests of our stockholders. |
| ● | Our future results may vary significantly which may adversely
affect the price of our Common Stock. |
| ● | We will incur increased costs as a result of operating as
a public company, and our management will be required to devote substantial time to compliance requirements of the SEC and a national
securities exchange. |
| ● | We are an “emerging growth company” and a “smaller
reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth
companies and smaller reporting companies will make our Common Stock less attractive to investors. |
| ● | If securities or industry analysts do not publish research
or reports about our business, or if they publish a negative report regarding our Common Stock, the price of our Common Stock and trading
volume could decline. |
| ● | The resale of the Shares by the Selling Stockholders in the
public market could adversely affect the market price of our Common Stock. |
10
THE
OFFERING
Common Stock offered by the Selling Stockholders: |
|
22,602,658 shares of Common Stock. |
|
|
|
Shares of Common Stock Outstanding prior to this Offering |
|
60,121,536 shares of Common Stock. |
|
|
|
Shares of Common Stock to be Outstanding after this Offering |
|
60,121,536 shares of Common Stock |
|
|
|
Use of Proceeds |
|
We will not receive any proceeds from the sale of the Shares by the Selling Stockholders. |
|
|
|
Risk Factors |
|
An investment in our company is highly speculative and involves a significant degree of risk. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock. |
Unless we indicate otherwise,
the number of shares of our Common Stock that will be outstanding immediately after this resale offering is based on 60,121,536 shares
of our Common Stock outstanding as of May 26, 2026.
11
Summary
of Consolidated Financial Information
The following tables summarize
our financial data for the periods and as of the dates indicated. The summary statements of operations data for the years ended December 31,
2025 and 2024 are derived from our audited financial statements and related notes included elsewhere in this Resale Prospectus. Our historical
results are not necessarily indicative of results that may be expected in the future. You should read the summary financial data together
with our financial statements and related notes appearing elsewhere in this Resale Prospectus and the information in the section titled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary financial data
in this section are not intended to replace our financial statements and the related notes and are qualified in their entirety by the
financial statements and related notes included elsewhere in this Resale Prospectus.
Summary Financial Table
Ealixir, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
| |
For the years ended
December 31, | |
| |
2025 | | |
2024 | |
Revenue | |
| | |
| |
Removal services | |
$ | 3,179,802 | | |
$ | 2,688,383 | |
Ancillary services | |
| 402,891 | | |
| 668,388 | |
Total revenue | |
| 3,582,693 | | |
| 3,356,771 | |
| |
| | | |
| | |
Cost of sales | |
| 745,960 | | |
| 1,046,188 | |
Total cost of sales | |
| 745,960 | | |
| 1,046,188 | |
Gross profit | |
| 2,836,733 | | |
| 2,310,583 | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
General and administrative expenses | |
| 1,555,511 | | |
| 1,687,649 | |
Personnel – gross | |
| 1,041,838 | | |
| 1,025,527 | |
Total operating expenses | |
| 2,597,349 | | |
| 2,713,176 | |
Operating profit/(loss) | |
| 239,384 | | |
| (402,593 | ) |
| |
| | | |
| | |
Other income (expenses) | |
| | | |
| | |
Gain (loss) on disposition – assets | |
| (17,077 | ) | |
| 2,406 | |
Gain on termination of lease | |
| 13,190 | | |
| — | |
Gain (loss) on foreign exchange | |
| (93,246 | ) | |
| 40,878 | |
Gain on forgiveness of debt | |
| 26,651 | | |
| 145,674 | |
Interest expense | |
| (25,356 | ) | |
| (18,312 | ) |
Total other income/(expense) | |
| (95,838 | ) | |
| 170,646 | |
| |
| | | |
| | |
Income (Loss) before income tax | |
| 143,546 | | |
| (231,947 | ) |
Provision for income taxes | |
| (41,864 | ) | |
| (32,868 | ) |
Net income/(loss) | |
$ | 101,682 | | |
$ | (264,815 | ) |
| |
| | | |
| | |
Other comprehensive income (loss), net of tax | |
| | | |
| | |
Foreign exchange gain (loss) | |
| (19,218 | ) | |
| 2,530 | |
Comprehensive income/(loss) | |
| 82,464 | | |
| (262,285 | ) |
| |
| | | |
| | |
Net income/(loss) per common share | |
| | | |
| | |
Basic and diluted net income/(loss) per common share | |
$ | 0.00 | | |
$ | (0.00 | ) |
Basic and diluted weighted average nr. of common shares outstanding | |
| 60,121,796 | | |
| 60,282,036 | |
12
Selected Balance Sheet Data
| |
As of December 31, | |
| |
2025 | | |
2024 | |
Assets | |
| | |
| |
Current assets | |
| | |
| |
Cash | |
$ | 113,641 | | |
$ | 101,970 | |
Accounts receivable, net | |
| 1,576,075 | | |
| 560,947 | |
Total current assets | |
| 2,035,867 | | |
| 1,008,862 | |
Total assets | |
$ | 2,049,369 | | |
$ | 1,076,526 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Deferred revenue | |
$ | 683,109 | | |
$ | 516,548 | |
Other current liabilities | |
| 1,657,482 | | |
| 1,133,665 | |
Total current liabilities | |
| 2,340,591 | | |
| 1,650,213 | |
| |
| | | |
| | |
Stockholder loans payable – non current | |
| 200,000 | | |
| — | |
Total liabilities | |
| 2,540,591 | | |
| 1,650,213 | |
| |
| | | |
| | |
Stockholders’ deficit: | |
| | | |
| | |
Total stockholders’ deficit | |
| (491,222 | ) | |
| (573,687 | ) |
Total stockholders’ deficit | |
| (491,222 | ) | |
| (573,687 | ) |
Total liabilities and stockholders’ deficit | |
$ | 2,049,369 | | |
$ | 1,076,526 | |
13
RISK
FACTORS
An investment in our Common
Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors,
which address the material risks concerning our business and an investment in our Common Stock, together with the other information contained
in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, financial condition and
results of operations could be materially and adversely affected, in which case the trading price of our Common Stock could decline significantly,
and you could lose all or part of your investment. Some statements in this prospectus including statements in the following risk factors,
constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to Our Business and Company
Neither did we generate positive cash
flow for the quarter ended March 31, 2026 nor for the year ended December 31, 2025, and there can be no assurance that we will be
able to generate positive cash flow in the near terms, if ever.
Neither did we generate
positive cash flow for the quarter ended March 31, 2026 nor for the year ended December 31, 2025, and our negative cash flow for the
respective periods was financed mainly through loan proceeds in the aggregate of $186,300 and a $475,000 loan, respectively, by our major
shareholder. There can be no assurance that we will be able to generate positive cash flow from operations in the near term if ever.
As such, we may need additional financing to execute its business plan. If additional financing is required, the Company cannot predict
whether such financing will be in the form of equity, debt, or another instrument, and the Company may not be able to obtain the necessary
additional capital on a timely basis, on acceptable terms, or at all.
We may need to raise additional funds in
the future that may not be available on acceptable terms or available at all.
We may consider issuing additional
debt or equity securities in the future to fund our business plan, for potential investment acquisitions, or general corporate purposes.
If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience dilution, and the
new equity or debt securities may have rights, preferences, and privileges senior to those of our existing stockholders. If we incur additional
debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.
We may not be able to obtain financing on favorable terms, or at all, in which case, we may not be able to develop or enhance our products,
execute our business plan, take advantage of future opportunities, or respond to competitive pressures.
Our independent auditor has expressed a
“going concern” opinion.
The report of our independent
auditor that accompanies our 2025 consolidated financial statements includes an explanatory paragraph indicating a substantial doubt about
our ability to continue as a going concern, citing our need for additional capital for the future planned expansion of our activities
and to service our ordinary course activities (which may include servicing of indebtedness). Our financial statements have been prepared
assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources.
We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.
For the year ended December 31,
2025, we had a net income of $101,682. For the quarter ended March 31, 2026 we had a net income of $31,372. Based upon our current
business plan, our ability to generate profits from operations is dependent upon increasing sales. However, there can be no assurance
that we will continue to establish profitable operations. As we pursue our business plan, we are incurring significant expenses without
corresponding revenues. In the event that we remain unable to generate significant revenues to pay our operating expenses, we will not
be able to achieve profitability or continue operations.
Further, the inclusion of a
going concern explanatory paragraph in the report of our independent auditor will make it more difficult for us to secure additional financing
or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially and adversely affect the terms
of any financing that we might obtain. If we are not successful in generating sufficient revenues or raising additional capital, we may
not have enough financial resources to support our business and operations and, as a result, may not be able to continue as a going concern
and could be forced to liquidate.
14
We do not currently have an external line
of credit facility with any financial institution.
As indicated above, we have
estimated that we may need additional capital to generate profits from operations. To finance these capital requirements we may need,
among other sources, credit facilities from financial institutions. If we attempted to establish an external line of credit in the future,
there can be no assurances we will be able to do so. We also have limited assets available to secure such a line of credit. The failure
to obtain an external line of credit could have a negative impact on our ability to generate profits.
We are an early-stage company with a business
model and marketing strategy still being developed and largely untested.
We were incorporated in June 2019,
and we are pursuing a business model which is innovative and largely untested. There is no assurance that a sustainable market for our
products and services exists, or that we will be able to develop effective business and market strategies to seize these market opportunities.
In turn, this would have a negative impact on our financial condition and share price.
Our management and organizational structures
are still developing and remain susceptible to error and inefficiencies.
Because of the fact that we
are an early-stage company, we are still in the process of hiring senior management and lower-level employees, adopting organizational
structures and code of conducts, and expanding into new geographical markets and industry segments. These processes are susceptible to
error which could result in delays and inefficiencies in the pursuit of our commercial strategy or in the implementation of our business
model, and/or in cost overruns and loss of potential customers. Management, technical, scientific, research and marketing personnel with
appropriate training may also be scarce resources and thus not easy to hire. Any of these events would have in turn an adverse effect
on our business and financial condition.
We have adopted a corporate policy to prohibit
our services from being rendered to clients who have been found guilty of committing certain crimes. Any deviation from this policy would
result in negative publicity.
We have voluntarily adopted
a corporate policy pursuant to which we will not render services to clients who have been found guilty in the past of committing crimes
related to drugs, criminal organizations or violence against women or minors. We have instituted certain controls and procedures to enforce
this policy, including using internal technologies aimed at customer due diligence and compliance databases. If we fail to observe this
policy we could suffer negative publicity which would have an adverse effect on our business and financial condition.
We need to ensure the confidentiality of
personal data shared with us by our customers.
Our business model relies significantly
on the premise that our customers would entrust us with access to, and handling of, their private and personal data. We have adopted precautions
and procedures to ensure the confidentiality of this information is properly safeguarded. We have an agreement in place with a cybersecurity
monitoring and rating service. The vendor provides the Company with cybersecurity and infrastructure management services through its LECS
platform. These services include system administration, continuous cybersecurity monitoring, a Virtual Security Operations Center (“VSOC”)
for threat detection, incident management and application development support. These services are aimed at allowing the Company to prepare
an Internet security strategy in terms of policies and procedures to identify cybersecurity threats. However, there can be no guarantee
that there may not be breaches of confidentiality, despite the precautions and procedures. If any confidential information were mishandled,
abused of or leaked, our business reputation would be negatively affected, and we could also be exposed to the risk of legal action. Any
of these events would have in turn an adverse effect on our business and financial.
We are primarily a B2C business that relies
on small customers and short-term contracts.
We are primarily a B2C business
that relies on small customers and spot contracts. We expect to continue to rely on revenues generated from a relatively high number of
small customers for the foreseeable future. Our customer contracts tend to have relatively short terms. As a result, our business is exposed
to the risk of high customer turnover and volatility, which could have an adverse effect on our business and financial condition.
15
We have significant customer concentration,
with a limited number of customers accounting for a substantial portion of our revenues. Failure to attract, grow and retain a diverse
and balanced customer base could harm our business and operating results.
We have a limited number of
customers that account for a substantial portion of our revenues, which carries risks. Three of our customers, accounted for approximately
27% and 21% of our revenues for the year ended December 31, 2025 and 2024 respectively. It is not possible for us to predict the
level of demand that will be generated by any of these customers in the future. In addition, revenues from these larger customers may
fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected
by market conditions or other factors outside of our control. These customers could also potentially pressure us to reduce the prices
we charge, which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results
of operations. However, there is no assurance that if any of our large customers terminates their relationship with us or materially reduces
the services they acquire from us, such termination or reduction could negatively affect our revenues and results of operations.
Our ability to attract, grow
and retain a diverse and balanced customer base may affect our ability to maximize our revenues. Our ability to attract customers depends
on a variety of factors, including our service offerings. If we are unable to develop or improve our service offerings, we may fail to
develop, grow and retain a diverse and balanced customer base, which would adversely affect our business, financial condition and results
of operations.
We operate in a highly competitive industry
and competitors may compete more effectively.
The ORM industry in which we
operate is highly competitive, with many companies of varying size and business models, many of which have their own proprietary technologies,
competing for the same business as we do. Many of our competitors have longer operating histories and greater resources than us, and they
could use their substantial financial resources to develop a competing business model, develop products or services that are more attractive
to potential customers than those we offer, or convince our potential customers that they require financing arrangements that are impractical
for smaller companies to offer. Our competitors may also offer similar products and services at prices below cost, devote significant
sales forces to competing with us, or attempt to recruit our key personnel by increasing compensation, any of which could improve their
competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain customers, cause us
to lower our prices in order to compete or reduce our market share and revenue, any of which could have a material adverse effect on our
financial condition and operating results. We can provide no assurance that we will continue to compete effectively against our current
competitors or additional companies that may enter our markets. We also expect to encounter competition from customers who elect to develop
solutions or perform services internally rather than engaging an outside provider such as us.
If we are unable to keep up with technological
developments, our business could be negatively affected.
The markets for our services
are expected to be characterized by rapid technological change and be highly competitive with respect to timely innovations. Accordingly,
we believe that our ability to succeed in the sale of our services will depend significantly upon the technological quality of our services
relative to those of our competitors, and upon our ability to continue to develop and introduce new and enhanced products and services
at competitive prices and in a timely and cost-effective manner. In order to develop such new services we will depend upon our ability
to continue to develop and introduce new and enhanced services at competitive prices and in a timely and cost-effective manner. There
can be no assurance that we will be able to develop and market our services successfully or respond effectively to the technological changes
or new service offerings of our potential competitors. We may not be able to develop the required technologies, and services on a cost-effective
and timely basis, and any inability to do so could have a material adverse effect on our business, financial condition, and results of
operations.
If we experience a significant disruption
in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully,
our business operations and financial condition could be adversely affected.
We depend on
information technology systems to conduct business. The failure of our information technology systems to perform as we anticipate
could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of customers. As we
upgrade or change systems, we may also experience interruptions in service, loss of data or reduced functionality and other
unforeseen material issues which could adversely impact our ability to provide our services and otherwise run our business in a
timely manner. In addition, if our new systems fail to provide accurate and increased visibility into pricing and cost structures,
it may be difficult to improve or maximize our profit margins. As a result, our results of operations could be adversely
affected.
16
In addition, cyber-attacks
or security breaches could compromise confidential, business critical information, cause a disruption in our operations or harm our reputation.
Our information technology systems are subject to potential disruptions, including significant network or power outages, cyber-attacks,
computer viruses, other malicious codes and/or unauthorized access attempts, any of which, if successful, could result in data leaks or
otherwise compromise our confidential or proprietary information and disrupt our operations. Despite our efforts to protect sensitive
information and comply with and implement data security measures, there can be no assurance that any controls and procedures that we have
in place will be sufficient to protect us. Further, as cyber threats are continually evolving, our controls and procedures may become
inadequate, and we may be required to devote additional resources to modify or enhance our systems in the future. We may also be required
to expend resources to remediate cyber-related incidents or to enhance and strengthen our cyber security. Any such disruptions to our
information technology systems, breaches or compromises of data, and/or misappropriation of information could result in violation of privacy
and other laws, litigation, fines, negative publicity, lost sales or business delays, any of which could have a material adverse effect
on our business, financial condition or results of operations.
We are subject to cyber security risks and
may incur delays in platform development in an effort to minimize those risks and to respond to cyber incidents.
Our digital data analytics
platform will be entirely dependent on the secure operation of our website and systems as well as the operation of the Internet generally.
The platform involves reading user data, and storage of user data, and security breaches could expose us to a risk of loss or misuse of
this information, litigation, and potential liability. A number of large Internet companies have suffered security breaches, some
of which have involved intentional attacks. From time to time, we and many other Internet businesses also may be subject to a denial of
service attacks wherein attackers attempt to block customers’ access to our website. If we are unable to avert a denial-of-service
attack for any significant period, we could sustain delays in the development of the platform and risk losing future users and have user
dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks.
Cyber-attacks may target us, our users, or exchanges we read data from in general or the communication infrastructure on which we depend.
If an actual or perceived attack or breach of our security occurs, user perception of the effectiveness of our security measures could
be harmed and we could lose our future user. Actual or anticipated attacks and risks may cause us to incur increasing costs, and delay
development. A person who is able to circumvent our security measures might be able to misappropriate our or our users’ proprietary
information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and
platform. Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial
exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business.
Disruptions to our information technology
systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations,
hinder our growth and materially and adversely affect our business and results of operations.
We believe that an appropriate
information technology, or IT, infrastructure is important in order to support our daily operations and the growth of our business. If
we experience difficulties in implementing new or upgraded information systems or experience significant system failures, or if we are
unable to successfully modify our management information systems or respond to changes in our business needs, we may not be able to effectively
manage our business, and we may fail to meet our reporting obligations. Additionally, if our current back-up storage arrangements and
our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event
of a crisis, which may materially and adversely affect our business and results of operations.
In the current
environment, there are numerous and evolving risks to cyber-security and privacy, including criminal hackers, hacktivists,
state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security
breaches at other companies and in government agencies have increased in recent years, and security industry experts and
government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers
and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce
employees, customers, or others to disclose information or unwittingly provide access to systems or data. We can provide no
assurance that our current IT system or any updates or upgrades thereto and the current or future IT systems of our potential
distributors use or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information
or data theft or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable to
adapt our IT systems or to manage the IT systems of third parties to accommodate these changes.
17
We have an agreement in place
with a cybersecurity monitoring and rating service. The vendor operates a Virtual Security Operations Center (“VSOC”) on behalf
of the Company. The VSOC includes a suite of cybersecurity services, including, but are not limited, to IT intrusion prevention systems,
security incident and event management, and endpoint detection and response tools. These services are aimed at allowing the Company to
prepare an Internet security strategy in terms of policies and procedures to identify cybersecurity threats. The VSOC’s employees
in support of the Company’s VSOC operations monitor the Company’s network and server traffic and implement periodic. In the
future, we may experience actual or attempted cyber-attacks of our IT networks. If we experience a cyber-attack, it could have a material
adverse impact on our operations or financial condition. We cannot guarantee that any such incidents will not have such an impact in the
future.
We may be forced to litigate to enforce
or defend our intellectual property rights or to protect trade secrets.
Although the success of our
services relies significantly on proprietary algorithms which we have developed and continue to improve, to date we have not sought patent
protection for any of the technologies we have developed. We are considering whether it would be in our best interest to obtain any such
protection in the future. As a result, we might be forced to litigate to defend our intellectual property or trade secrets, which could
be very costly and could distract its management from focusing on operating our business. The existence and/or outcome of any such litigation
could harm our business.
Failure to protect our intellectual
property could harm our brand and our reputation, and adversely affect our ability to compete effectively. Further, enforcing or defending
our intellectual property rights could result in the expenditure of significant financial and managerial resources. In addition, there
can be no assurance that other parties will not assert infringement claims against us, and we may have to pursue litigation against other
parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary
rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands,
profitably exploit our products or recoup our associated research and development costs.
Our officers and directors may be engaged
in a range of business activities resulting in conflicts of interest.
We may be subject to various
potential conflicts of interest because some of our officers and directors may be engaged in a range of business activities. In addition,
our executive officers and directors may devote time to their outside business interests, so long as such activities do not materially
or adversely interfere with their duties owed to us. In some cases, our executive officers and directors may have fiduciary obligations
associated with these business interests that interfere with their ability to devote time to our business and affairs and that could adversely
affect our operations. These business interests could require significant time and attention of our executive officers and directors.
In addition, we may also become involved in other transactions which conflict with the interests of our directors and the officers who
may from time-to-time deal with persons, firms, institutions or companies with which we may be dealing, or which may be seeking investments
similar to those desired by us. The interests of these persons could conflict with our interests. In addition, from time to time, these
persons may be competing with us for available investment opportunities.
Because we conduct operations in several
different countries, we may be affected by currency fluctuations.
Our revenues and
expenses have been generated in several foreign countries thus far and this is expected to continue as we continue to develop
additional markets in other countries, both inside the European Union (“EU”) and elsewhere. These revenues and expenses
therefore may be exposed to significant currency exchange fluctuations. Recent events in the global financial markets have been
coupled with increased volatility in the currency markets. Fluctuations in the exchange rate between various currencies utilized
throughout the world may have a material adverse effect on our business, financial condition and operating results. We may, in the
future, establish a program to hedge a portion of our foreign currency exposure with the objective of minimizing the impact of
adverse foreign currency exchange movements. However, even if we develop a hedging program, there can be no assurance that it will
effectively mitigate currency risks.
18
We rely on outside consultants and agents.
We rely to a significant extent
on the experience and contribution of outside consultants and agents. For example, most of our sales force is composed of independent
agents. Some members of our senior management are also consultants and not full-time employees. In the event that one or more of these
consultants or agents terminate their relationship with us, or become unavailable, suitable replacements will need to be retained, and
there is no assurance that these could be identified under conditions favorable to us.
Our expansion into new markets may present
increased risks due to our unfamiliarity with those areas and our target customers’ unfamiliarity with our brand.
Consumers in our new markets
will not be familiar with our brand, and we will need to build brand awareness in those markets through investments in advertising and
promotional activity. We may find it more difficult in our markets to secure desirable locations and to hire, motivate and keep qualified
employees.
If we fail to retain our key personnel or
if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could
suffer.
Our future success and ability
to implement our business strategy depends, in part, on our ability to attract and retain key personnel, and on the continued contributions
of members of our senior management team and key technical personnel, each of whom would be difficult to replace. All of our employees,
including our senior management, are free to terminate their employment relationships with us at any time. Competition for highly skilled
technical people is extremely intense, and we face challenges identifying, hiring and retaining qualified personnel in many areas of our
business. If we fail to retain our senior management and other key personnel or if we fail to attract additional qualified personnel,
we may not be able to achieve our strategic objectives and our business could suffer.
Changes in accounting standards and subjective
assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
Generally accepted accounting
principles and related pronouncements, implementation guidelines and interpretations with regard to a wide variety of matters that are
relevant to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions, and income taxes
are highly complex and involve many subjective assumptions, estimates and judgments by our management. Changes to these rules or their
interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported
results.
If we are unable to manage any future growth
effectively, our profitability and liquidity could be adversely affected.
Our ability to achieve our
desired growth depends on our execution in functional areas such as management, sales and marketing, and general administration and operations.
To manage any future growth, we must continue to improve our distribution, operational and financial processes and systems and expand,
train and manage our employee base. If we are unable to manage our growth effectively, our business and results of operations could be
adversely affected.
Privacy and data protection regulations
are complex and rapidly evolving areas. Adverse interpretations of these laws could harm our business, reputation, financial condition,
and operating results.
Authorities around the world
have adopted and are considering a number of legislative and regulatory proposals concerning data protection and limits on encryption
of user data. Adverse legal rulings, legislation, or regulation could result in fines and orders requiring that we change our data practices,
which could have an adverse effect on our ability to provide services, harming our business operations. Complying with these evolving
laws could result in substantial costs and harm the quality of our products and services, negatively affecting our business.
19
Recent legal developments in
Europe have created compliance uncertainty regarding transfers of personal data from Europe to the United States. For example, the
General Data Protection Regulation (“GDPR”) applies to all of our activities conducted from an establishment in the EU or
related to products and services that we offer to EU users or customers, or the monitoring of their behavior in the EU. The GDPR
creates a range of new compliance obligations.
Ensuring compliance with the
GDPR is an ongoing commitment that involves substantial costs, and despite our efforts, governmental authorities or others have asserted
and may continue to assert that our business practices fail to comply with its requirements. If our operations are found to violate GDPR
requirements, we may incur substantial fines, have to change our business practices, and face reputational harm, any of which could have
a material adverse effect on our business. In particular, serious breaches of the GDPR can result in administrative fines of up to 4%
of annual worldwide revenues. Fines of up to 2% of annual worldwide revenues can be levied for other specified violations.
We operate in numerous countries and are
subject to various different laws and regulations which can change significantly which could adversely affect our future business, financial
condition and results of operations.
Our operations are subject
to various laws, regulations and guidelines relating to the Internet. We endeavor to comply with all relevant laws, regulations and guidelines
and believe we are currently following all such laws, regulations and guidelines. However, if there are unfavorable regulatory changes
or delays and we are unable to comply with such changes or manage such delays our future business, financial condition and results of
operations could be materially and adversely affected.
We may be subject to various new and existing
federal and state law. Adverse interpretations of these laws could harm our business, reputation, financial condition, and operating results.
Currently, there is no federal
or state law in the US that confers the “right of removal” — the ability to request the removal of a data
subject’s information from search results or databases. The prevailing view in the U.S. is that the right of removal contravenes
the right to freedom of speech and freedom of expression in forcing service providers to remove materials off the Internet. A forced removal
by the government may constitute an impermissible form of compelled speech under the First Amendment. However, some state and federal
laws offer some degree of removal of personal information. For example, each of the California Consumer Privacy Act of 2018
(CCPA), Virginia Consumer Data Protection Act (VCDPA), Colorado Privacy Act (CPA), The Connecticut Data Privacy Act (CTDPA), and the Utah
Consumer Privacy Act (UCPA), allows residents of their respective states to request, with certain potential exceptions, that a covered
business delete any personal information about the data subject which it has collected. At the federal level, the Fair Credit Reporting
Act, which the FTC enforces, requires that after a certain period of time — seven years in most cases — information
about debt collections, civil lawsuits, tax liens, and even arrests for criminal offenses become obsolete and must be taken out of consumer
reports. The differences in removing information from search results or databases and from a business’s database may have to do
with what is considered a matter of public concern and what is “speech” under the First Amendment. This tension between the
First Amendment and an individual’s right of removal is a developing area of law. State and/or federal laws based on the guiding
principle that free speech is more valuable that protecting an individual’s right of privacy, may be implemented that could limit
an individual’s ability to remove, erase, or shield their information from the public domain. Alternatively, courts may find that
an individual has a limited or no right of removal under the First Amendment. Such laws and/or any adverse interpretations could limit
the utility or operations of our business and we may be forced to curtail or altogether suspend our business.
A patchwork of laws may negatively impact
our ability to render our services.
Currently, there is no U.S. national
privacy law that confers the right to be forgotten for any and all information off the Internet. As a result, states have stepped in to
allow their respective citizens and residents to request a limited right to deletion, applicable to certain types of businesses. The type
of businesses who must comply with state privacy laws vary by state. Search engines may find it difficult to have different compliance
requirements for each U.S. state, thereby the search engines may adopt a universal policy of right to deletion or erasure. If search
engines provide this feature, the utility or operation of our business would be adversely affected and we may be forced to curtail or
altogether suspend our business.
20
Extrajudicial laws may render our services
moot.
In May of 2018, new data privacy
and security regulations went into effect in the European Union (the “EU”). The General Data Protection Regulation (GDPR) — is
a set of rules for the protection of personal data. The law applies to companies or entities in the EU that collect, store, or process
personal data, as well as to organizations outside the EU that handle the personal data of EU residents. The extrajudicial scope of privacy
laws may compel service engines to provide a means for individuals to exercise the right to be forgotten. If service engines can do this
under the force of law, this may lower the need for our services and impact our business.
In 2019, the French data protection
authority, Commission nationale de l’informatique et des libertés (CNIL), brought an action against Google LLC before the
Court of Justice of the European Union (CJEU) asking the court to rule on the geographical scope of the application of the right to be
forgotten. While the CJEU in this case ruled that the right to be forgotten conferred by the GDPR only applies to links displayed within
the European Union, search engine companies may find that it is easier to apply a worldwide policy to enable the right to be forgotten.
If search engines provide this feature, the utility or operation of our business would be adversely affected and we may be forced to curtail
or altogether suspend business.
Our business depends on continued and unimpeded
access to the Internet by us and our users. Internet access providers may be able to restrict, block, degrade, or charge for access to
certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.
Our products and services depend
on the ability of our users to access the Internet, and certain of our products require significant bandwidth to work effectively. Currently,
this access is provided by companies that have significant market power in the broadband and Internet access marketplace, including incumbent
telephone companies, cable companies, mobile communications companies, and government-owned service providers. Some of these providers
have taken or have stated that they may take measures that could degrade, disrupt, or increase the cost of user access to certain of our
products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased
fees to us or our users to provide our offerings. Some jurisdictions have adopted regulations prohibiting certain forms of discrimination
by Internet access providers; however, substantial uncertainty exists in the United States and elsewhere regarding such protections.
For example, in 2018 the United States Federal Communications Commission repealed net neutrality rules, which could lead Internet
access providers to restrict, block, degrade, or charge for access to certain of our products and services. In addition, in some jurisdictions,
our products and services have been subject to government-initiated restrictions or blockages. Such interference could result in a loss
of existing users, customers and advertisers, goodwill, and increased costs, and could impair our ability to attract new users, customers
and advertisers, thereby harming our business.
Failure to adequately manage our growth
could impair our ability to deliver high-quality solutions to our customers, hurt our reputation and compromise our ability to become
profitable.
We expect to experience significant
growth in our business. If we do not effectively manage our growth, the quality of service of our solutions may suffer, which could negatively
affect our reputation, demand for our solutions or compromise our ability to become profitable. Our growth is expected to place a significant
strain on our managerial, operational and financial resources and our infrastructure. Our future success will depend, in part, upon the
ability of our senior management to manage growth effectively. This will require us to, among other things, hire additional personnel,
implement additional management information systems and maintain close coordination among our engineering, operations, legal, finance,
sales and marketing and client service and support organizations.
The loss of key personnel could have a material
adverse effect on our business, financial condition or results of operations.
The loss of the day-to-day
involvement of any key personnel could have a material adverse effect on us, and if any key employees terminate their employment, our
business activities might be adversely affected, management’s attention might be diverted from operations to recruiting suitable
replacements and our business, financial condition or results of operations could be adversely affected. In addition, we might not be
able to locate suitable replacements for any key employees who leave us or offer employment to potential replacements on reasonable terms.
21
We are not currently listed on a national
securities exchange. We intend to apply to have our Common Stock listed on a national securities exchange. There can be no assurance that
our application will be approved or that if approved that we will be able to maintain continued listing. If we are approved to list our
Common Stock on a national securities exchange, most of our senior management team will have limited experience managing a company that
is traded on a national securities exchange and regulatory compliance may divert their attention from the day-to-day management of
our business.
We are not currently listed
on a national securities exchange. We intend to apply to have our Common Stock listed on a national securities exchange. There can be
no assurance that our application will be approved and, if approve, that we will be able to maintain continued listing. If our application
to list our Common Stock on a national securities exchange is approved, most of the individuals who will constitute our senior management
team have limited experience managing a company that is traded on a national securities exchange and limited experience complying with
the increasingly complex laws pertaining to public companies listed on a national securities exchange. The senior management team may
not successfully or efficiently manage the transition to a being company that is traded on a national securities exchange and subject
to significant regulatory oversight and reporting obligations under United States securities laws and the listing rules of such national
securities exchange. In particular, these new obligations will require substantial attention from the management and could divert their
attention away from the day-to-day management of our business.
Our reported financial results may be adversely
affected by changes in U.S. GAAP.
The accounting principles generally
accepted in the United States of America (“GAAP”) is subject to interpretation by the Financial Accounting Standards
Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles
or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed
before the announcement of a change.
In particular, in May 2014,
the FASB issued Accounting Standards Codification (“ASC”) 606, which supersedes the revenue recognition requirements in ASC 605,
Revenue Recognition. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services. As an “emerging growth company,” we are allowed under the JOBS Act to delay adoption of new or revised
accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected
to take advantage of this extended transition period under the JOBS Act with respect to ASC 606, which resulted in ASC 606 becoming
effective for us on January 1, 2019. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial
reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.
We have effectively implemented
ASC 606 from 2020 and, by 2022, we have fully determined the impact it has on our financial reporting. We believe we have effectively
implemented ASC 606 from 2020, and by 2022, we believe we have fully determined the impact it has on our financial reporting. However,
there can be no assurance that we are able to adequately maintain the implementation of ASC 606 or other accounting pronouncements
in the future, we may be unable to produce timely and accurate financial statements, and we may continue to conclude that our internal
control over financial reporting is not effective, which could adversely impact our investors’ confidence and our stock price. Delays
in filing our periodic reports have led and could in the future lead to the loss of our ability to use certain “short form”
registration statements (including “shelf” registration statements used for more efficient fundraising).
Risks
Related to Our Industry
We are subject to risks relating to our
information technology systems, and any failure to adequately protect our critical information technology systems could materially affect
our operations.
We rely on information
technology systems across our operations, including for management, supply chain and financial information and various other
processes and transactions. As our manufacturing equipment is wirelessly controlled and operated, and the tracing data (which is
required for necessary certifications) our equipment produces is stored electronically, our business depends on the security,
reliability, and capacity of these systems. Information technology system failures, network disruptions or breaches of security
could disrupt our operations, causing delays or cancellation of customer orders or impeding the manufacture or shipment of products,
processing of transactions or reporting of financial results. An attack or other problem with our systems could also result in the
disclosure of proprietary information about our business or confidential information concerning our customers or employees, which
could result in significant damage to our business and our reputation. Advanced cyber-security threats, such as computer viruses,
attempts to access information, and other security breaches, are persistent and continue to evolve, making them increasingly
difficult to identify and prevent. Protecting against these threats may require significant resources, and we may not be able to
implement measures that will protect against all the significant risks to our information technology systems. In addition, we rely
on third party service providers to execute certain business processes and maintain certain information technology systems and
infrastructure, and any breach of security on their part could impair our ability to effectively operate. Any breach of our security
measures could result in unauthorized access to and misappropriation of our information, corruption of data or disruption of
operations or transactions, any of which could have a material adverse effect on our business.
22
The success of our Company will depend on
relationships with third parties and pre-existing customers of Ealixir which relationships may be affected by customer preferences or
public attitudes about the Company being public. Any adverse changes in these relationships could adversely affect our business, financial
condition or results of operations.
Our success will be dependent
on the ability to maintain and renew business relationships, including relationships with pre-existing customers and partners of Ealixir
and to establish new business relationships. There can be no assurance that we will be able to maintain pre-existing customer contracts,
partnership relationships and other business relationships, or enter into or maintain new customer contracts and other partnership and
business relationships, on acceptable terms, if at all. Relationships with third parties can be terminated at any time. The failure to
maintain important business relationships could have a material adverse effect on our business, financial condition or results of operations.
We face intense competition, and we may
not be able to compete effectively, which could reduce demand for our products and adversely affect our business, growth, revenues and
market share.
The overall market for online
reputation management services is rapidly evolving, highly competitive, complex, fragmented with numerous single point solutions, and
is subject to changing technology and shifting consumer needs. In addition, many companies in our target markets are offering, or may
soon offer, products and services that may compete with our products and services. Ealixir currently competes with established companies,
such as Reputation.com, Terakeet, Repair Bad Reputation, Internet Reputation.com, and Brand Yourself.
Many of our competitors, have
longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources
and greater name recognition than we do. In addition, many of our competitors have strong relationships with current and potential customers
and extensive knowledge of the e-commerce industry. As a result, they may be able to respond more quickly to new or emerging technologies
and changes in customer requirements, for example by offering a SaaS based product that competes with our products or devoting greater
resources to the development, promotion and sale of their products than we do. Increased competition may lead to price cuts, alternative
pricing structures, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to
compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed
if we fail to meet these competitive pressures.
Risks
Related to Our Securities
Our director, CEO and Secretary, Eleonora
Ramondetti, has a substantial influence over our Company. Her interests may not be aligned with the interests of our other stockholders,
and she could prevent or cause a change of control or other transactions.
As of the date of this Resale
Prospectus, Ms. Ramondetti, our director, CEO and Secretary, holds approximately 93.72% of the voting power of the Company.
Accordingly, Ms.
Ramondetti could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the
stockholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions.
Ms. Ramondetti will also have the power to prevent or cause a change in control. Without the consent of Ms. Ramondetti, we may be
prevented from entering into transactions that could be beneficial to us or our minority stockholders. In addition, Ms. Ramondetti
could violate her fiduciary duties by diverting business opportunities from us to herself or others. The interests of Ms. Ramondetti
may differ from the interests of our other stockholders. The concentration in the voting power of the Company may cause a material
decline in the value of our Common Stock. For more information regarding Ms. Ramondetti and her ownership of our securities, see
“ Security Ownership of Principal Stockholders and Management .”
23
We are a “controlled company”
defined under the Nasdaq Listing Rules and under the rules of the NYSE. Although we do not intend to rely on the “controlled
company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely on this exemption in the future
and you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.
Our director, CEO and Secretary,
Ms. Ramondetti, owns a majority of our voting power as a result of her ownership of 1,000,000 shares of our Series Z Preferred Stock,
which have voting rights of 900 votes per share, but are non-convertible to any shares of our Common Stock or any other class of our securities,
and which are not publicly traded. Under the Nasdaq Listing Rules and under the rules of the NYSE, a company of which more than 50% of
the voting power is held by an individual, group or another company is a “controlled company” and is permitted to phase in
its compliance with the independent committee requirements. For so long as we are a controlled company under that definition, we are permitted
to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:
| ● | an exemption from the rule that a majority of our Board must
be independent directors; |
| ● | an exemption from the rule that the compensation of our Chief
Executive Officer must be determined or recommended solely by independent directors; and |
| ● | an exemption from the rule that our director nominees must
be selected or recommended solely by independent directors. |
As a result, you will not have
the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.
Although we do not intend to
rely on the “controlled company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely
on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of
our Board might not be independent directors and our nomination and corporate governance and compensation committees might not consist
entirely of independent directors. Our status as a controlled company could cause our Common Stock to look less attractive to certain
investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to stockholders of
companies that are subject to these corporate governance requirements.
Because the market for our Common Stock
is limited, persons who purchase our Common Stock may not be able to resell their shares at or above the purchase price paid for them.
Our Common Stock trades on
the OTC Pink Open Market operated by OTC Markets Group, Inc., under the ticker symbol “EAXR.”, which is not as liquid a market
as a national securities exchange. There is currently only a limited public market for our Common Stock. We cannot assure you that an
active public market for our Common Stock will develop or be sustained in the future. If an active market for our Common Stock does not
develop or is not sustained, the price may decline.
We may be unable to list our Common Stock
on a national securities exchange.
Prior to the initial public
offering, there was a limited public market for our Common Stock. We intend to apply to list our Common Stock on a national securities
exchange concurrently with the closing of the initial public offering. However, we may not meet or maintain certain qualifying requirements
for listing on a national securities exchange.
24
There is a limited market for our securities,
which may make it more difficult to dispose of our securities and we may fail to sustain trading on a national securities exchange, which
could make it more difficult for investors to sell their shares.
Our Common Stock is quoted
on OTC Pink, under the symbol “EAXR,” and, to date, has traded on a limited basis. We intend to apply to list our Common Stock
on a national securities exchange under the symbol “EAXR”. In the event our Common Stock begins trading on a national securities
exchange, there can be no assurance that trading of the Common Stock on such market will be sustained. In the event that the Common Stock
is not listed on a national securities exchange or if we do not sustain such listing, our Common Stock could be quoted only on the OTC
Pink. Under such circumstances, you may find it significantly more difficult to trade, or to obtain accurate quotations for our Common
Stock and our Common Stock may become substantially less attractive to certain purchasers, such as financial institutions, hedge funds,
and other similar investors.
An active market for our Common Stock may
never develop, and we are under no obligation to seek out a more active market for our Common Stock.
If there is a thin trading
market or “float” for our Common Stock, the market price for our Common Stock may fluctuate significantly more than the stock
market as a whole. Without a large float, our Common Stock would be less liquid than the stock of companies with broader public ownership
and, as a result, the trading prices of our Common Stock may be more volatile. In addition, in the absence of an active public trading
market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and
volume fluctuations, and the price of our Common Stock could fluctuate widely in response to several factors, including, but not limited
to:
| ● | our quarterly or annual operating results; |
| ● | changes in our earnings estimates or the failure to accurately
forecast and appropriately plan our expenses; |
| ● | failure to achieve our growth expectations; |
| ● | failure to attract customers and retain them; |
| ● | the effect of increased or variable competition on our business; |
| ● | additions or departures of key or qualified personnel; |
| ● | failure to adequately protect our intellectual property; |
| ● | costs associated with defending claims, including intellectual
property infringement claims and related judgments or settlements; |
| ● | changes in governmental or other regulations affecting our
business; |
| ● | our compliance with governmental or other regulations affecting
our business; and |
| ● | changes in global or regional industry, general market, or
economic conditions. |
The stock market has experienced
extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many
companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to
specific operating performance. The price of our Common Stock could fluctuate based upon factors that have little or nothing to do with
our Company and these fluctuations could materially reduce our stock price.
To date, we have not paid any cash dividends,
and no cash dividends will be paid in the foreseeable future.
We do not anticipate paying
cash dividends on our Common Stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends.
Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We currently intend to
retain all earnings for our operations.
25
Our articles of incorporation allow our
Board to create new series of preferred stock without approval by our stockholders, which could adversely affect the rights of the holders
of our Common Stock.
Our Board has the authority
to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to issue preferred stock
without stockholder approval. As a result, our Board could authorize the issuance of a series of preferred stock granting holders a preferred
right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common
Stock, and the right to redemption of the shares, together with a premium prior to the redemption of our Common Stock. In addition, our
Board could authorize the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is
convertible into our Common Stock, which could decrease the relative voting power of our Common Stock or result in dilution to our existing
stockholders.
Any adverse effect on the market price of
our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price
that we deem appropriate.
Sales of substantial amounts
of our Common Stock, or in anticipation that such sales could occur, may materially and adversely affect prevailing market prices for
our Common Stock, if and when such market develops in the future.
Provisions of our Bylaws and Nevada law
may delay or prevent a take-over that may not be in the best interests of our stockholders.
Provisions of our Bylaws may
be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay,
defer or prevent a takeover attempt.
Our bylaws may be adopted,
repealed, altered, amended and rescinded by the majority vote of our stockholders, and except as provided by Nevada law, our board of
directors shall have the power to adopt, repeal, alter, amend and rescind any or all of our Bylaws by a vote of at least a majority of
our Board of Directors then in office. The interests of these stockholders and directors may not be consistent with your interests, and
they may make changes to our Bylaws that are not in line with your concerns.
Nevada law also provides that
directors may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best
interests of, the corporation. The existence of anti-takeover provisions of Nevada law and other potential anti-takeover measures could
limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential acquirers
of the Company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.
Our future results may vary significantly
which may adversely affect the price of our Common Stock.
It is possible that our quarterly
revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating
results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of
our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations
or the expectations of market analysts and investors. If we do not meet these expectations, the price of our Common Stock may decline
significantly.
We will incur increased costs as a result
of operating as a public company, and our management will be required to devote substantial time to compliance requirements of the SEC
and a national securities exchange.
As a company listed on a national
securities exchange, and particularly after we are no longer an emerging growth company or smaller reporting company, we will incur significant
legal, accounting and other expenses that we did not incur as an OTC listed company. In addition, the Sarbanes-Oxley Act of 2002,
or the Sarbanes-Oxley Act, and rules subsequently implemented by the SEC and national securities exchanges impose various requirements
on listed companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices.
Our management and other personnel will need to devote a substantial amount of time to comply with these requirements. Moreover, these
rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
26
Pursuant to Section 404
of the Sarbanes-Oxley Act, or Section 404, we will be required to furnish a report by our management on our internal control over
financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered
public accounting firm. However, while we remain an emerging growth company or a smaller reporting company with less than $100 million
in annual revenue, we will not be required to include an attestation report on internal control over financial reporting issued by our
independent registered public accounting firm. We could be an emerging growth company for up to five years. To achieve compliance
with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over
financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially
engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting,
continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement
a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that
neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal
control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial
markets due to a loss of confidence in the reliability of our financial statements.
We are an “emerging growth company”
and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable
to emerging growth companies and smaller reporting companies will make our Common Stock less attractive to investors.
We are an “emerging growth
company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.
In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.
We will remain an “emerging
growth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our
Common Stock pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our
revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market
value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed
second fiscal quarter.
We may continue to be a smaller
reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available
to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value
of our Common Stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently
completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently
completed fiscal year and the market value of our Common Stock held by non-affiliates is equal to or less than $700 million as of
the last business day of the most recently completed second fiscal quarter.
27
We cannot predict if investors
will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive
as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. In addition, taking
advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible.
If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as
and when we need it, which may materially and adversely affect our financial condition and results of operations.
If securities or industry analysts do not
publish research or reports about our business, or if they publish a negative report regarding our Common Stock, the price of our Common
Stock and trading volume could decline.
Any trading market for our
Common Stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We
do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Common Stock would
likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose
visibility in the financial markets, which could cause the price of our Common Stock and the trading volume to decline.
The resale of the Shares by the Selling
Stockholders in the public market could adversely affect the market price of our Common Stock.
We are registering for resale
22,602,658 shares of Common Stock. Sales of substantial amounts of our Common Stock in the public market, or the perception that such
sales might occur, could adversely affect the market price of our Common Stock. We cannot predict if and when the Selling Stockholders
may sell such shares in the public market.
IN ADDITION TO THE ABOVE
RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL
INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF
THE COMPANY’S SECURITIES.
28
USE
OF PROCEEDS
We will not receive any of
the proceeds from the sale of the Shares by the Selling Stockholders pursuant to this Resale Prospectus. The Selling Stockholders will
pay any agent’s commissions and expenses they incur for brokerage, accounting, tax or legal services or any other expenses that
they incur in disposing of the Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares
covered by this prospectus and any prospectus supplement. These may include, without limitation, all registration and filing fees, SEC
filing fees and expenses of compliance with state securities or “blue sky” laws.
29
SELLING STOCKHOLDERS
The following table sets forth
the names of the Selling Stockholders, the number of Shares owned by each Selling Stockholder immediately prior to the date of this Resale
Prospectus and the number of shares to be offered by the selling shareholder pursuant to this Resale Prospectus. The table also provides
information regarding the ownership of our Shares by the Selling Stockholders as adjusted to reflect the assumed sale of all of the Shares
offered under this Resale Prospectus.
Ownership is based on information
furnished by the Selling Stockholders. Unless otherwise indicated and subject to community property laws where applicable, the Selling
Stockholders named in the following table have, to our knowledge, sole voting and investment power with respect to the shares beneficially
owned by him or her.
None of the Selling Stockholders
has had any position, office or other material relationship within past three years with the Company. None of the Selling Stockholder
is a broker dealer or an affiliate of a broker dealer. None of the Selling Stockholders has an agreement or understanding to distribute
any of the shares being registered. Each Selling Stockholder may offer for sale from time to time any or all of the shares, subject to
the agreements described in the “Plan of Distribution.” The table below assumes that the Selling Stockholders will sell all
of the shares offered for sale hereby:
Name of Selling Shareholder | |
Ordinary
Shares
Owned
Prior to
Offering | | |
Maximum
Number of
Ordinary
Shares to be
Sold | | |
Number of
Ordinary
Shares
Owned after
Offering (1) | | |
Percentage
Ownership
After
Offering
(%) | |
Enkrateia Holding Ltd. | |
| 4,750,000 | | |
| 4,750,000 | | |
| — | | |
| 0 | % |
Anastasia Trust | |
| 3,500,000 | | |
| 3,500,000 | | |
| — | | |
| 0 | % |
1392087 BC Ltd. | |
| 3,481,250 | | |
| 3,481,250 | | |
| — | | |
| 0 | % |
Branstar Holdings Inc | |
| 1,666,666 | | |
| 1,666,666 | | |
| — | | |
| 0 | % |
Grosburg Finance LTD. | |
| 1,500,000 | | |
| 1,500,000 | | |
| — | | |
| 0 | % |
Velia Invest Ltd. | |
| 1,500,000 | | |
| 1,500,000 | | |
| — | | |
| 0 | % |
The Governance Box Inc. | |
| 1,125,000 | | |
| 1,125,000 | | |
| — | | |
| 0 | % |
Emrex Marketing Corp. | |
| 1,000,000 | | |
| 1,000,000 | | |
| — | | |
| 0 | % |
Leafbright Investments Corp. | |
| 1,000,000 | | |
| 1,000,000 | | |
| — | | |
| 0 | % |
Golden Rhino Holdings Corp. | |
| 400,000 | | |
| 400,000 | | |
| — | | |
| 0 | % |
Zawla Tech Ltd. | |
| 300,000 | | |
| 300,000 | | |
| — | | |
| 0 | % |
Samuele Conti | |
| 256,000 | | |
| 256,000 | | |
| — | | |
| 0 | % |
Marco Coletta | |
| 245,000 | | |
| 245,000 | | |
| — | | |
| 0 | % |
Conti Maurizio | |
| 215,495 | | |
| 215,495 | | |
| — | | |
| 0 | % |
Carlo Colella | |
| 166,643 | | |
| 166,643 | | |
| — | | |
| 0 | % |
Suneel Anant Sawant | |
| 150,000 | | |
| 150,000 | | |
| — | | |
| 0 | % |
Marchiaro Mauro | |
| 150,000 | | |
| 150,000 | | |
| — | | |
| 0 | % |
Longobarda Iberica SL | |
| 113,966 | | |
| 113,966 | | |
| — | | |
| 0 | % |
Federica Maria Boni | |
| 100,000 | | |
| 100,000 | | |
| — | | |
| 0 | % |
Caruso Private Foundation | |
| 100,000 | | |
| 100,000 | | |
| — | | |
| 0 | % |
Valentini Antonio | |
| 100,000 | | |
| 100,000 | | |
| — | | |
| 0 | % |
Renato Santoro | |
| 62,448 | | |
| 62,448 | | |
| — | | |
| 0 | % |
Daniela Molteni | |
| 59,000 | | |
| 59,000 | | |
| — | | |
| 0 | % |
Roberto Giuseppe Zagnoni | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| 0 | % |
Michele Collini | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| 0 | % |
Acquifin Inc | |
| 48,334 | | |
| 48,334 | | |
| — | | |
| 0 | % |
Michael Hamaoui | |
| 45,000 | | |
| 45,000 | | |
| — | | |
| 0 | % |
Sigmatre Lab Srl | |
| 40,313 | | |
| 40,313 | | |
| — | | |
| 0 | % |
Aru Fabio | |
| 40,000 | | |
| 40,000 | | |
| — | | |
| 0 | % |
Angelo Fumagalli | |
| 40,000 | | |
| 40,000 | | |
| — | | |
| 0 | % |
Conti Attilio | |
| 36,848 | | |
| 36,848 | | |
| — | | |
| 0 | % |
30
Name of Selling Shareholder | |
Ordinary
Shares
Owned
Prior to
Offering | | |
Maximum
Number of
Ordinary
Shares to be
Sold | | |
Number of
Ordinary
Shares
Owned after
Offering (1) | | |
Percentage
Ownership
After
Offering
(%) | |
Gianfranco Padovani | |
| 36,000 | | |
| 36,000 | | |
| — | | |
| 0 | % |
Stefano Martelli | |
| 35,000 | | |
| 35,000 | | |
| — | | |
| 0 | % |
Francesca Martignoni | |
| 34,000 | | |
| 34,000 | | |
| — | | |
| 0 | % |
Benedetto Saverio Colella | |
| 30,000 | | |
| 30,000 | | |
| — | | |
| 0 | % |
Molteni Donatella | |
| 27,743 | | |
| 27,743 | | |
| — | | |
| 0 | % |
Giuliano Ferrari | |
| 24,000 | | |
| 24,000 | | |
| — | | |
| 0 | % |
Caravaggi Paola | |
| 20,000 | | |
| 20,000 | | |
| — | | |
| 0 | % |
Alessandro Stradi | |
| 20,000 | | |
| 20,000 | | |
| — | | |
| 0 | % |
Raoul Trevisi | |
| 15,000 | | |
| 15,000 | | |
| — | | |
| 0 | % |
Giancarlo Del Vecchio | |
| 14,400 | | |
| 14,400 | | |
| — | | |
| 0 | % |
Eleonora Perasole | |
| 12,552 | | |
| 12,552 | | |
| — | | |
| 0 | % |
Carlini Giovanni | |
| 12,000 | | |
| 12,000 | | |
| — | | |
| 0 | % |
Bergonzini Sergio | |
| 8,000 | | |
| 8,000 | | |
| — | | |
| 0 | % |
Barbara Vidale | |
| 7,000 | | |
| 7,000 | | |
| — | | |
| 0 | % |
Roberta Adami | |
| 6,000 | | |
| 6,000 | | |
| — | | |
| 0 | % |
Lilliana Mariaelena Barazzetti | |
| 5,000 | | |
| 5,000 | | |
| — | | |
| 0 | % |
Borri Ileana | |
| 4,000 | | |
| 4,000 | | |
| — | | |
| 0 | % |
| * | Less than 1.0% and greater than 0.0% |
| (1) | We do not know when or in what amounts the Selling Stockholders
will offer the resale securities for sale, if at all. The Selling Stockholders may sell any or all of the Shares included in and offered
by this Resale Prospectus. We cannot estimate the number of Shares that will be held by the Selling Stockholders in the event the Selling
Stockholders elect to sell their Shares, if any. However, for purposes of this table, we have assumed that all of the Shares will have
been sold by the Selling Stockholders. |
31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
All references in this management’s
discussion and analysis of financial condition and results of operations, or MD&A, to the “Company”, “Ealixir”,
“we”, “us”, or “our” refer to Ealixir Inc. and Subsidiaries., unless otherwise indicated or the context
requires otherwise. The following MD&A is prepared using the audited consolidated financial statements for the year ended December 31,
2025 and 2024, which have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”)
as issued by the Financial Accounting Standards Board (“FASB”). Audited financial statements and related footnotes can be
found elsewhere in this Prospectus.
Overview
Ealixir is an internet technology
company specializing in online reputation management services, which we refer to as ORM. The heart of our operational philosophy
is our belief that our clients, both individual and corporate, should have the “ right to be forgotten ”. We support
a more professional and accurate Internet whereby content publishers or providers regulate the use of people’s information by third
parties, especially in the context of preventing or limiting third parties’ abilities from doxing (referring to the unauthorized
release of personal identifying information) or engaging in libelous, slandering or any other similar malicious dissemination of (mis)communication.
Ealixir uses its advanced technological
platform to provide ORM services and digital privacy solutions to individuals, professional organizations, and small, medium businesses,
or “SMBs”. By providing our clients with an ability to control, remove and edit information posted and available on the Internet,
individuals, professional organizations, and SMBs can choose what lawful and verified content about them that will appear on websites
and search engines. Our extensive removal experience and proprietary removal technology, allows us we believe to offer one of the best
services available in the content removal industry.
Ealixir offers its individual
and corporate clients a full suite of ORM solutions. Our primary service offering is Ealixir Removal, the removal of negative content
and online spurious content. To complement Ealixir Removal service, we offer ancillary services to both remove such content and also promote
our clients’ positive online reputation and improve search results. Our ancillary services include: WEBiD, Ealixir Story, NewsDelete,
Ealixir Analytics, Ealixir Event Launch, Monitoring, RepuTrust, Ealixir Editions and Crisis Management:
| ● | Ealixir Removal — Our primary service,
which aims to protect the online reputation of clients (individuals or corporations) utilizing the Company’s innovative technological
platform to achieve the removal, de-indexation or the anonymization of negative or unwanted information |
| ● | WEBiD — a detailed report covering
the past ten years of online content, including media presence, mentions, news, images, social media posts, blogs and forums relating
to individuals, brands and companies. Based on such report, the client receives an immediate and accurate portrait of the dominant “sentiment”
which is associated with the specific content — whether positive, neutral or negative. We uncover harmful information;
we geo-localize online conversations related to the subject and analyze their demographic composition. At the end of this, we then prepare
a report which summarizes the strengths and weaknesses, which is delivered to the customer’s home or headquarters. |
| ● | Ealixir Story — Through this service,
we aim to assist our clients in developing and spreading on the Internet a new or revived story about themselves. Frequently following
the completion of our Ealixir Removal work, the need to replace the content which was removed with new and positive content becomes apparent.
We thus offer our customers a customized editorial plan, with the aim of developing a new “story” through a number of articles
and features to be published by several online news outlets. |
| ● | NewsDelete — This service caters to
customers concerned about their reputation in financial affairs, as it is portrayed by privately-managed databases. If certain conditions
are met, we are able to obtain the removal of a client’s name from the database or the update of information that is incorrect
or obsolete. |
| ● | Ealixir Analytics collects real-time big data about
states, institutions, political parties, candidates and personalities. Through the web listening platform, we are able to monitor millions
of online sources and, with the use of algorithms in-house developed. We are able to cross-reference words and sentences in order to identify trends in public audience reading in order to propose contents and information of interest. Through a detailed analysis of sentiment related to specific targets, we identify strategic and business opportunities in target countries and propose communication plans of effectiveness. |
32
| ● | Ealixir Event Launch gives companies the unique opportunity
to promote their event on an international scale, providing visibility in online periodicals in multiple countries around the world.
It works with accredited journalists and PR experts who will develop the most effective editorial plan to promote an event (e.g., the
launch of a new product, an important anniversary or the grand opening of a new office) and draft articles and press releases for distribution
in the target countries in authoritative periodicals. |
| ● | Monitoring is offered as a subscription service, where
we provide continuous monitoring of the client’s online presence for a duration of one year. The primary objective is to identify
and address potential threats to personal and professional reputation. This service is available in bundles, which also includes the
removal of certain negative links detected during the subscription period, with the extent of removal based on the package size chosen
by the client. |
| ● | RepuTrust is our AI-powered digital identity platform
currently under development and we expect to offer new and existing client the services by the second half of the fiscal year ended in
December 31, 2026. This service is designed to offer an individual or business an immediate and broad overview of such person’s
or company’s web reputation. RepuTrust uses advanced data analysis and AI-driven sentiment evaluation for our client, and we then
assign a score from 1 to 100 (where a higher number denotes a more positive sentiment). |
| ● | Ealixir Editions is our editorial offering designed
to help individuals and professionals strengthen digital identity through authorship, structured digital presence, and integrated communication.
Ealixir Editions delivers a complete authorship ecosystem that may include up to two original books, a personal website, and an integrated
media and SEO strategy intended to strengthen a client’s long-term visibility and credibility. |
| ● | Crisis Management is our structured advisory offering
designed to support executives, public figures, and organizations as they navigate high-impact and time-sensitive events. Ealixir’s
crisis management service is intended to support a range of high-impact scenarios, such as viral incidents or rapidly spreading digital
narratives, public allegations or controversy, coordinated online criticism or digital harassment campaigns, and resurfacing content
that gains renewed attention. |
Revenues
We derive our revenues from
online reputation management services, which we refer to as ORM. Our products and services fall into two principal categories: (a) Ealixir
Removal, which is the removal of negative content and online spurious content; and (b) other ancillary services.
The following factors affect
the revenues we derive from our operations.
Maintain our competitive advantages
Based on our strength in research
and development, we believe we can consolidate our market leadership position by continuing to innovate, both in technical tools and the
quality of services offered. On one hand, it is noted that the applications under development, which are totally innovative for the market,
will enable the potential users to use the services offered very straightforwardly, delivering an unprecedented potential for growth in
market contacts. We focus on the needs of the market and provide our customers with personalized and customized products. We have formed
our own unique and competitive advantages. However, the market conditions and consumer preferences change rapidly. If we fail to maintain
our reputation and competitiveness, customers demand for our products could decline.
Competition
The market of online
reputation management services is very competitive. The number, size and strength of our competitors vary by continent and country.
Our competitors also compete based on a number of factors, including speed of service, value, name recognition, and customer
service. Our industry is often affected by changes in national, regional or local economic conditions; currency fluctuations;
demographic trends; traffic patterns; and disposable purchasing power. Our business concept is expected to compete with
international, national, and regional companies, some of whom may be larger or have significantly greater financial resources than
we currently have available.
33
We compete with a significant
number of companies of varying sizes, including divisions or subsidiaries of larger companies who may have greater financial resources
and larger customer bases than we have. As a result, these competitors may be able to identify and adapt to changes in consumer preferences
more quickly than us due to their resources and scale. They may also be more successful in marketing and selling their products, better
able to increase prices to reflect cost pressures and better able to increase their promotional activity, which may impact us and the
entire ORM industry. In order to mitigate the pricing pressure, we have to differentiate ourselves from our competitors based on the value
we bring to our customers through the quality and variety of our products and services. If we fail to attract and retain customers in
our target markets for our current and future products, we will be unable to maintain or increase our revenues and market share.
Loss of key personnel
Our rapid growth in revenue
was derived from our competitive advantages in our products. We rely heavily on the expertise and leadership of our senior management
to maintain our core competence. The loss of the service of any of our key personnel could adversely affect our business, especially Ms.
Ramondetti, our director, CEO and Secretary. We have obtained non-compete agreements and confidentiality agreements from our scientist
and technique employees in our research and development departments.
Macro-economic conditions
Our business, financial condition
and results of operations may be materially adversely affected by a challenging economic climate, including adverse changes in interest
rates, volatile commodity markets and inflation, contraction in the availability of credit in the market and reductions in consumer spending.
A macroeconomic downturn, which decreases the disposal personal income and reduces the need for software and malware goods, may contribute
to decreased sales of our online reputational management products and services.
Historical Financial Performance — For
the year ended December 31, 2025 compared to the year ended December 31, 2024.
The following table sets forth
certain selected condensed statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period
comparison may not be indicative of future performance.
| |
For the Years Ended
December 31, | |
| |
2025 | | |
2024 | |
Revenue | |
| | |
| |
Removal services | |
$ | 3,179,802 | | |
$ | 2,688,383 | |
Ancillary services | |
| 402,891 | | |
| 668,388 | |
Total revenue | |
| 3,582,693 | | |
| 3,356,771 | |
| |
| | | |
| | |
Cost of sales | |
| 745,960 | | |
| 1,046,188 | |
Total cost of sales | |
| 745,960 | | |
| 1,046,188 | |
Gross profit | |
| 2,836,733 | | |
| 2,310,583 | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
General and administrative expenses | |
| 1,555,511 | | |
| 1,687,649 | |
Personnel – gross | |
| 1,041,838 | | |
| 1,025,527 | |
Total operating expenses | |
| 2,597,349 | | |
| 2,713,176 | |
Operating profit/(loss) | |
| 239,384 | | |
| (402,593 | ) |
34
| |
For the years ended | |
| |
December 31, | |
| |
2025 | | |
2024 | |
Other income (expenses) | |
| | |
| |
Gain (loss) on disposition - assets | |
| (17,077 | ) | |
| 2,406 | |
Gain on termination of lease | |
| 13,190 | | |
| - | |
Gain (loss) on foreign exchange | |
| (93,246 | ) | |
| 40,878 | |
Gain on forgiveness of debt | |
| 26,651 | | |
| 145,674 | |
Interest expense | |
| (25,356 | ) | |
| (18,312 | ) |
Total other income/(expense) | |
| (95,838 | ) | |
| 170,646 | |
| |
| | | |
| | |
Income (Loss) before income tax | |
| 143,546 | | |
| (231,947 | ) |
Provision for income taxes | |
| (41,864 | ) | |
| (32,868 | ) |
Net income/(loss) | |
$ | 101,682 | | |
$ | (264,815 | ) |
| |
| | | |
| | |
Other comprehensive income (loss), net of tax | |
| | | |
| | |
Foreign exchange gain (loss) | |
| (19,218 | ) | |
| 2,530 | |
Comprehensive income/(loss) | |
| 82,464 | | |
| (262,285 | ) |
| |
| | | |
| | |
Net income/(loss) per common share | |
| | | |
| | |
Basic and diluted net income/(loss) per common share | |
$ | 0.00 | | |
$ | (0.00 | ) |
Basic and diluted weighted average nr. of common shares outstanding | |
| 60,121,796 | | |
| 60,282,036 | |
Revenues
Revenues were $3,582,693 for
the year ended December 31, 2025, as compared to $3,356,771 for the year 2024, an increase of approximately $225,922 or 6.7%. The
increase comes after a decrease in 2024; notwithstanding a year affected by negative macroeconomic and geopolitical conditions, including
the ongoing conflict in Ukraine, the conflict in Israel and Gaza, and uncertainty surrounding the 2024 U.S. presidential election,
our clients begun to utilize services again and driven also by our believe the growing importance of Web reputation and by its effects
on business at an international level.
Costs and Expenses
We primarily incur the following
costs and expenses:
Costs of sales
Our direct cost of sales encompasses
commissions paid to commercial intermediaries who assist with facilitating the growth of our consumer network; such fees are agreed upon
with the intermediaries for acquiring new customers through intermediary contracts. Historically, we have applied these fees at a rate
of 15% to 25% of the total contract value. However, beginning from 2024, in order to simplify our billing process, we have set a standard
intermediary fee of 15% effective beginning in the first quarter of 2024 and for all future periods we have standardized all commission
to 15%. The commissions are disbursed to the inte
### EX-3.3 - BYLAWS OF THE REGISTRANT
EX-3.3
2
ea029095901ex3-3.htm
BYLAWS OF THE REGISTRANT
Exhibit 3.3
AMENDED AND RESTATED BYLAWS
OF
EALIXIR, INC. (THE “CORPORATION”)
A Nevada Corporation,
As of September 16, 2025
ARTICLE I
Meetings of Stockholders
Section 1.1 Time
and Place . Any meeting of the stockholders may be held at such time and such place, either within or without the State of Nevada,
as shall be designated from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”)
or as shall be stated in a duly authorized notice of the meeting.
Section 1.2 Special
Meetings . Special meetings of the stockholders may be called by the majority of the Board of Directors, the President, Chief Executive
Officer or the Secretary of the Corporation and may not be called by any other person.
Section 1.3 Notices .
Written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, except as otherwise required
by statute or the articles of incorporation, either personally, by mail or by a form of electronic transmission consented to by the stockholder,
to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the
official government mail of the United States or any other country, postage prepaid, addressed to the stockholder at his address as it
appears on the stock records of the Corporation. If given personally or otherwise than by mail, such notice shall be deemed to be given
when either handed to the stockholder or delivered to the stockholder’s address as it appears on the records of the Corporation.
Section
1.4 Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any
meeting, or at any adjournment of a meeting, of stockholders; or entitled to receive payment of any dividend or other distribution
or allotment of any rights; or entitled to exercise any rights in respect of any change, conversion, or exchange of stock; or for
the purpose of any other lawful action; the board of directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the board of directors. The record date for
determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof shall
not be more than sixty nor less than ten days before the date of such meeting. The record date for determining the stockholders
entitled to consent to corporate action in writing without a meeting shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. The record date for any other action shall not be more than
sixty days prior to such action. If no record date is fixed, (i) the record date for determining stockholders entitled to notice of
or to vote at any meeting shall be at the close of business on the day next preceding the day on which notice is given or, if notice
is waived by all stockholders, at the close of business on the day next preceding the day on which the meeting is held; (ii) the
record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is required, shall be the first date on which a signed written consent setting forth the action
taken or to be taken is delivered to the Corporation and, when prior action by the board of directors is required, shall be at the
close of business on the day on which the board of directors adopts the resolution taking such prior action; and (iii) the record
date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors
adopts the resolution relating to such other purpose. A determination of stockholders of record entitled to notice of or to vote at
a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a
new record date for the adjourned meeting.
Section 1.5 Voting
Rights of the Holders of Common Stock . Holders of shares of Common Stock shall be entitled to cast one vote for each share held at
all stockholders’ meetings or consent for actions by stockholders taken without meeting for all purposes, including the election
of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class or series shall be entitled
as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or
series, or of securities convertible into shares of stock of any class or series, whether now hereafter authorized or whether issued for
money, for consideration other than money, or by way of dividend.
Section 1.6 Quorum .
The holders of a majority of the stock issued and outstanding and entitled to vote at stockholders’ meetings, present, in person,
or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise
provided by statute or by the articles of incorporation. If, however, such a quorum shall not be present at any meeting of stockholders,
the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice if the time and place are announced at the meeting, until a quorum shall be present. At such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. If the adjournment
is for more than thirty days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section
1.7 Voting and Proxies . At every meeting of the stockholders, each stockholder shall be entitled to one vote, in person or by
proxy, for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after six
months from its date unless the proxy provides for a longer period, which may not exceed seven years. When a specified item of
business is required to be voted on by a class or series of stock, the holders of a majority of the shares of such class or series
shall constitute a quorum for the transaction of such item of business by that class or series. If a quorum is present at a properly
held meeting of the shareholders, the affirmative vote of the holders of a majority of the shares represented in person or by proxy
and entitled to vote on the subject matter under consideration, shall be the act of the shareholders, unless the vote of a greater
number or voting by classes (i) is required by the articles of incorporation, or (ii) has been provided for in an agreement among
all shareholders entered into pursuant to and enforceable under NRS.
2
Section 1.8 Waiver .
Attendance of a stockholder of the Corporation, either in person or by proxy, at any meeting, whether annual or special, shall constitute
a waiver of notice of such meeting, except where a stockholder attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice
of any such meeting signed by a stockholder or stockholders entitled to such notice, whether before, at or after the time for notice or
the time of the meeting, shall be equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting need
be specified in any written waiver of notice.
Section 1.9 Stockholder
Action Without a Meeting . Except as may otherwise be provided by any applicable provision of the NRS, any action required or permitted
to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto
is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized
by written consent need a meeting of stockholders be called or noticed.
ARTICLE II
Directors
Section 2.1 Number .
The number of directors shall be one or more, as fixed from time to time by resolution of the board of directors; provided, however, that
the number of directors shall not be reduced so as to shorten the tenure of any director at the time in office.
Section 2.2 Powers
of the Board of Directors . The business and affairs of the Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authority expressly conferred upon them by statute or by the most current Amended and Restated
Certificate of Incorporation or these Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation.
Section 2.3 Elections .
Except as provided in Section 2.4 of this Article II, the board of directors shall be elected at the annual meeting of the stockholders
or at a special meeting called for that purpose. Each director shall hold such office until his successor is elected and qualified or
until his earlier resignation or removal.
Section 2.4 Vacancies .
Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the board of directors may
be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director.
Such newly elected director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.
Section 2.5 Meetings .
The board of directors may, by resolution, establish a place and time for regular meetings which may be held without call or notice.
3
Section
2.6 Notice of Special Meetings . Special meetings of the directors may be called by the chairman, the president or any member of
the board of directors. Notice of special meetings shall be given to each member of the board of directors by regular mail, electronic
email, in person or telephonically at least forty-eight hours before the meeting.
Section 2.7 Quorum .
At all meetings of the board, a majority of the total number of directors shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors,
except as otherwise specifically required by statute, the articles of incorporation or these bylaws. If less than a quorum is present,
the director or directors present may adjourn the meeting from time to time without further notice. Voting by proxy is not permitted at
meetings of the board of directors.
Section 2.8 Waiver .
Attendance of a director at a meeting of the board of directors shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. A written waiver of notice signed by a director or directors entitled to such notice, whether
before, at or after the time for notice or the time of the meeting, shall be equivalent to the giving of such notice.
Section 2.9 Action
Without Meeting . Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting
if a consent in writing setting forth the action so taken shall be signed by all of the directors and filed with the minutes of proceedings
of the board of directors. Any such consent may be in counterparts and shall be effective on the date of the last signature thereon unless
otherwise provided therein.
Section 2.10 Attendance
by Telephone . Members of the board of directors may participate in a meeting of such board by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting
shall constitute presence in person at such meeting.
ARTICLE III
Officers
Section 3.1 Election .
The Corporation shall have such officers, with such titles and duties, as the board of directors may determine by resolution, which may
include a chairman of the board, a president, a secretary and a treasurer and may include one or more vice presidents and one or more
assistants to such officers. The officers shall in any event have such titles and duties as shall enable the Corporation to sign instruments
and stock certificates complying with Section 6.1 of these bylaws, and one of the officers shall have the duty to record the proceedings
of the stockholders and the directors in a book to be kept for that purpose. The officers shall be elected by the board of directors;
provided, however, that the chairman may appoint one or more assistant secretaries and assistant treasurers and such other subordinate
officers as he deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as
are prescribed in the bylaws or as may be determined from time to time by the board of directors or the chairman. Any two or more offices
may be held by the same person.
4
Section
3.2 Removal and Resignation . Any officer elected or appointed by the board of directors may be removed at any time by the affirmative
vote of a majority of the board of directors. Any officer appointed by the chairman may be removed at any time by the board of directors
or the chairman. Any officer may resign at any time by giving written notice of his resignation to the chairman or to the secretary,
and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any vacancy occurring in
any office of chairman of the board, president, vice president, secretary or treasurer shall be filled by the board of directors. Any
vacancy occurring in any other office may be filled by the chairman.
Section 3.3 Chairman
of the Board . The chairman of the board shall preside at all meetings of shareholders and of the board of directors, and shall have
the powers and perform the duties usually pertaining to such office, and shall have such other powers and perform such other duties as
may be from time to time prescribed by the board of directors.
Section 3.4 President .
The president shall be the chief executive officer of the Corporation, and shall have general and active management of the business and
affairs of the Corporation, under the direction of the board of directors. Unlessthe board of directors has appointed another presiding
officer, the president shall preside at all meetings of the shareholders.
Section 3.5 Vice
President . The vice president or, if there is more than one, the vice presidents in the order determined by the board of directors
or, in lieu of such determination, in the order determined by the president, shall be the officer or officers next in seniority after
the president. Each vice president shall also perform such duties and exercise such powers as are appropriate and such as are prescribed
by the board of directors or, in lieu of or in addition to such prescription, such as are prescribed by the president from time to time.
Upon the death, absence or disability of the president, the vice president or, if there is more than one, the vice presidents in the order
determined by the board of directors or, in lieu of such determination, in the order determined by the president, or, in lieu of such
determination, in the order determined by the chairman, shall be the officer or officers next in seniority after the president. In the
order determined by the and shall perform the duties and exercise the powers of the president.
Section 3.6 Assistant
Vice President . The assistant vice president, if any, or, if there is more than one, the assistant vice presidents shall, under the
supervision of the president or a vice president, perform such duties and have such powers as are prescribed by the board of directors,
the president or a vice president from time to time.
Section 3.7 Secretary .
The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors,
keep the minutes of such meetings, have charge of the corporate seal and stock records, be responsible for the maintenance of all corporate
files and records and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to affix
the corporate seal to any instrument requiring it (and, when so affixed, attest it by his signature), and perform such other duties and
have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.
Section
3.8 Assistant Secretary . The assistant secretary, if any, or, if there is more than one, the assistant secretaries in the
order determined by the board of directors or, in lieu of such determination, by the president or the secretary shall, in the
absence or disability of the secretary or in case such duties are specifically delegated to him by the board of directors, the
chairman, or the secretary, perform the duties and exercise the powers of the secretary and shall, under the supervision of the
secretary, perform such other duties and have such other powers as are prescribed by the board of directors, the chairman, or the
secretary from time to time.
5
Section 3.9 Treasurer .
The treasurer shall have control of the funds and the care and custody of all the stocks, bonds and other securities of the Corporation
and shall be responsible for the preparation and filing of tax returns. He shall receive all moneys paid to the Corporation and shall
have authority to give receipts and vouchers, to sign and endorse checks and warrants in its name and on its behalf, and give full discharge
for the same. He shall also have charge of the disbursement of the funds of the Corporation and shall keep full and accurate records of
the receipts and disbursements. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation
in such depositories as shall be designated by the board of directors and shall perform such other duties and have such other powers as
are appropriate and such as are prescribed by the board of directors or the president from time to time.
Section 3.10 Assistant
Treasurer . The assistant treasurer, if any, or, if there is more than one, the assistant treasurers in the order determined by the
board of directors or, in lieu of such determination, by the chairman or the treasurer shall, in the absence or disability of the treasurer
or in case such duties are specifically delegated to him by the board of directors, the chairman or the treasurer, perform the duties
and exercise the powers of the treasurer and shall, under the supervision of the treasurer, perform such other duties and have such other
powers as are prescribed by the board of directors, the president or the treasurer from time to time.
Section 3.11 Compensation .
Officers shall receive such compensation, if any, for their services as may be authorized or ratified by the board of directors. Election
or appointment as an officer shall not of itself create a right to compensation for services performed as such officer.
ARTICLE IV
Committees
Section 4.1 Designation
of Committees . The board of directors may establish committees for the performance of delegated or designated functions to the extent
permitted by law, each committee to consist of one or more directors of the Corporation, and if the board of directors so determines,
one or more persons who are not directors of the Corporation. In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member.
Section
4.2 Committee Powers and Authority . The board of directors may provide, by resolution or by amendment to these bylaws, for an
Executive Committee to consist of one or more directors of the Corporation (but no persons who are not directors of the Corporation)
that may exercise all the power and authority of the board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that
an Executive Committee may not exercise the power or authority of the board of directors in reference to amending the articles of
incorporation (except that an Executive Committee may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors, fix the designations and any of the preferences or rights of shares
of preferred stock relating to dividends, redemption, dissolution, any distribution of property or assets of the Corporation, or the
conversion into, or the exchange of shares for, shares of any other class or classes or any other series of the same or any other
class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale,
lease, or exchange of all or substantially all of the Corporations property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending these bylaws; and, unless the resolution expressly so
provides, no an Executive Committee shall have the power or authority to declare a dividend or to authorize the issuance of
stock.
6
Section 4.3 Committee
Procedures . To the extent the board of directors or the committee does not establish other procedures for the committee, each committee
shall be governed by the procedures established in Section 2.5 (except as they relate to an annual meeting of the board of directors)
and Sections 2.6, 2.7, 2.8, 2.9 and 2.10 of these bylaws, as if the committee were the board of directors.
ARTICLE V
Indemnification
Section 5.1 Expenses
for Actions Other Than By or In the Right of the Corporation . The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer
of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with
which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that
he had reasonable cause to believe that his conduct was unlawful.
Section
5.2 Expenses for Actions By or In the Right of the Corporation . The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or,
while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including
attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except
that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall deem proper.
7
Section 5.3 Successful
Defense . To the extent that any person referred to in the preceding two sections of this Article V has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in such sections, or in defense of any claim issue, or matter therein,
he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.
Section 5.4 Determination
to Indemnify . Any indemnification under the first two sections of this Article V (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in
the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (i) by the
stockholders, (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (iii) if such quorum is not obtainable or, if a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion.
Section 5.5 Expense
Advances . Expenses incurred by an officer or director in defending any civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article V.
Section 5.6 Provisions
Nonexclusive . The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article
V shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or under any other bylaw, agreement, insurance policy, vote of stockholders or disinterested directors,
statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
Section
5.7 Insurance . By action of the board of directors, notwithstanding any interest of the directors in the action, the
Corporation shall have power to purchase and maintain insurance, in such amounts as the board of directors deems appropriate, on
behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other
enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as
such, whether or not he is indemnified against such liability or expense under the provisions of this Article V and whether or not
the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this
Article V or of the NRS or by any other applicable law.
8
Section 5.8 Surviving
Corporation . The board of directors may provide by resolution that references to the Corporation in this Article V shall include,
in addition to this Corporation, all constituent corporations absorbed in a merger with this Corporation so that any person who was a
director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as a director,
employee or agent of another corporation, partnership, joint venture, trust, association or other entity shall stand in the same position
under the provisions of this Article V with respect to this Corporation as he would if he had served this Corporation in the same capacity
or is or was so serving such other entity at the request of this Corporation, as the case may be.
Section 5.9 Inurement .
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 5.10 Employees
and Agents . To the same extent as it may do for a director or officer, the Corporation may indemnify and advance expenses to a person
who is not and was not a director or officer of the Corporation but who is or was an employee or agent of the Corporation or who is or
was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust, association or other enterprise.
ARTICLE VI
Delivery of Securities
Section 6.1 Facsimile
Signatures . Where a certificate of stock is countersigned (i) by a transfer agent other than the Corporation or its employee or (ii)
by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature or signatures have been placed upon, any such certificate shall
cease to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate is
issued, the certificate may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
Section 6.2 Transfer
of Stock . Transfers of shares of stock of the Corporation shall be made on the books of the Corporation only upon presentation of
the certificate or certificates representing such shares properly endorsed or in uncertificated form (book-entry) accompanied by a proper
instrument of assignment, except as may otherwise be expressly provided by the laws of the State of Nevada or by order by a court of competent
jurisdiction. The officers or transfer agents of the Corporation may, in their discretion, require a signature guaranty or any other form
before making any transfer.
Section
6.3 Lost Certificates . The board of directors may direct that a new certificate of stock be issued in place of any
certificate issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to the issuance of a new certificate, require the owner
of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may
reasonably direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
9
ARTICLE VII
Seal
The board of directors
may, but are not required to, adopt and provide a common seal or stamp which, when adopted, shall constitute the corporate seal of the
Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or manuallyreproduced.
ARTICLE VIII
Fiscal Year
The board of directors,
by resolution, have adopted December 31 st as its fiscal year end for the Corporation.
ARTICLE IX
Amendment
The Board of Directors
is expressly authorized to adopt, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation. The affirmative vote of
at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, repeal, alter,
amend or rescind the Corporation’s Bylaws. The number of directors of the Corporation shall be determined in the manner set forth
in the Bylaws of the Corporation. The election of directors need not be by written ballot unless the by-laws of the Corporation shall
so provide. The Corporation’s Bylaws may also be adopted, repealed, altered, amended or rescinded by the majority vote of shareholders.
These bylaws have
been duly adopted by the written consent by the Corporation’s Board of Directors on the 16 th day of September 2025, in
accordance with NRS.
Ealixir, Inc.,
By: | Venkatesh Patrachari, director |
By: | Eleonora Ramondetti, director |
By: | Nirav Rashmikant Mehta, director |
|
|
By: Virag Desai, |
|
10
### EX-5.1 - OPINION OF PARSONS BEHLE & LATIMER P.C. REGARDING THE VALIDITY OF THE COMMON STO
EX-5.1
3
ea029095901ex5-1.htm
OPINION OF PARSONS BEHLE & LATIMER P.C. REGARDING THE VALIDITY OF THE COMMON STOCK BEING REGISTERED
Exhibit 5.1
| |
|
| |
|
50 West Liberty Street, Suite 750
Reno, Nevada 89501
Main 775.323.1601
Fax 775.348.7250 | A Professional
Law Corporation |
|
May 21, 2026
The Board of Directors
Ealixir, Inc.
1395 Brickell Ave., Ste. 800
Miami, FL 33131
Re: Ealixir,
Inc. – Form S-1
Ladies and Gentlemen:
We have
acted as Nevada counsel to Ealixir, Inc., a Nevada corporation (the “Company”), in connection with the offering and resale
of securities of the Company pursuant to a Registration Statement on Form S-1 (File No. 333-295480) (as amended through the date hereof,
the “Registration Statement”) initially filed on May 1, 2026 with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the public offering
of an aggregate of 22,602,658 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”) held by selling stockholders.
As counsel
to the Company, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this opinion
letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters. We are opining herein as to the Nevada Revised Statutes, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Nevada,
any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
We have
made such examination as we have deemed necessary for the purpose of this opinion letter. Based upon such examination, it is our opinion
that the Shares have been duly authorized, and when the Registration Statement has become effective under the Securities Act and when
the Shares are sold in accordance with terms described in the section entitled “Plan of Distribution” in the Registration
Statement, the Shares will be, validly issued, fully paid and non-assessable.
No opinion is expressed
herein as to any matter pertaining to the contents of the Registration Statement. In connection with this opinion letter, we have
examined and relied on the representations and warranties as to factual matters in the Registration Statement. Our knowledge of the
Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion
letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent
counsel and, to our knowledge, handles certain matters and issues without the assistance of independent counsel.
Ealixir, Inc.
May 21, 2026
Page Two
This opinion
letter is given as of the date hereof. We assume no obligation to advise you of changes that may hereafter be brought to our attention.
We consent
to the inclusion of this opinion letter as an exhibit to the Registration Statement and further consent to all references to us under
the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, |
| |
| PARSONS BEHLE & LATIMER |
| |
### EX-10.1 - EMPLOYMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND MARK CORRAO, DATED JANUAR
EX-10.1
4
ea029095901ex10-1.htm
EMPLOYMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND MARK CORRAO, DATED JANUARY 2, 2025
Exhibit 10.1
Pursuant to Item 601(b)(10)(iv) of Regulation S-K,
certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the
type that the registrant treats as private or confidential.
CFO AGREEMENT
This CFO AGREEMENT dated as of January 2, 2025
(this “Agreement”), between Ealixir, Inc. a Nevada corporation (the “ Company ”), and Mark Corrao (the “ CFO ”).
WHEREAS, the Board of Directors
of the Company desires to engage CFO to provide professional services, upon the terms and subject to the conditions hereinafter set forth;
and
WHEREAS, the CFO has agreed
to provide such professional services, upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration
of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the
parties hereto agree as follows:
| 1. | Independent CFO. The Company, through the action of
its Board of Directors (the “ Board ”), hereby engages the CFO, and the CFO will serve the Company, as a CFO. During
the term of this Agreement, the CFO will serve as the non-employee Chief Financial Officer (“CFO”) of the Company on a part-time
basis. The Company confirms that the CFO has been duly appointed as the CFO of the Company and will remain as an executive officer of
the Company during the term of this Agreement. |
| 2. | Duties, Term, and Compensation. The CFO’s duties, term of engagement, compensation and provisions
for payment thereof are detailed in the attached Exhibit A, which may be amended in writing from time to time by the CFO and agreed to
by the Company, and which collectively are hereby incorporated by reference. |
| 3. | Expenses. During the term of this Agreement, the CFO shall invoice, and the Company shall reimburse
the CFO for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. |
| 4. | Confidentiality. The CFO acknowledges that during the engagement he will have access to and become
acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by
the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s
business and product processes, methods, customer lists, accounts and procedures. The CFO agrees that he will not disclose any of the
aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter,
except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information,
letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether
prepared by the CFO or otherwise coming into his possession, shall remain the exclusive property of the Company. The CFO shall not retain
any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement,
or whenever requested by the Company, the CFO shall immediately deliver to the Company all such files, records, documents, specifications,
information, and other items in his possession or under his control. |
| 5. | Conflicts of Interest; Non-hire Provision. The CFO represents that he is free to enter into this
Agreement, and that this engagement does not violate the terms of any agreement between the CFO and any third party. Further, the CFO,
in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he
does not have a proprietary interest. During the term of this agreement, the CFO shall devote as much of his productive time, energy and
abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Company
acknowledges that this Agreement only obligates the CFO to serve a limited percent of his working time with the Company, that the CFO
has numerous other commitments. The CFO is expressly free to perform services for other parties while performing services for the Company
and is permitted to be employed by The CFO Squad LLC. |
| 6. | Indemnification and D&O Insurance: The Company agrees to defend, indemnify (including, without
limitation, by providing for the advancement of expenses and reasonable attorneys’ fees) and hold harmless the CFO for any and all
acts taken or omitted to be taken by the CFO hereunder (except for bad faith, gross negligence or willful misconduct) as if the CFO was
an officer of the Company as provided in the charter and bylaws of the Company in accordance with the same terms, conditions, limitations,
standards, duties, rights and obligations as an officer. The provisions of this Section shall survive any termination of this Agreement.
In addition, until the five (5) year anniversary of the termination or expiration of this Agreement, the Company shall maintain in effect
liability insurance coverage for the CFO (as an insured person) with respect to his service under this Agreement, on the same or more
favorable terms and conditions (from the perspective of the CFO) as under the liability insurance policies of the Company in effect as
of the date of this Agreement. |
| 7. | Merger. This Agreement will not automatically terminate upon the merger or consolidation of the
Company into or with any other entity. |
| 8. | Termination. Either party may terminate this Agreement at any time by thirty (30) days written
notice by either party, but shall automatically terminate after thirty (30) days if for any reason the Company has terminated its CFO
Squad Agreement for Pre-Audit Services and SEC Compliance Services. |
| 9. | Independent CFO. This Agreement shall not render the CFO an employee, partner, agent of, or joint
venturer with the Company for any purpose. The CFO is and will remain an independent CFO in his relationship to the Company. The Company
shall not be responsible for withholding taxes with respect to the CFO’s compensation hereunder. The CFO shall have no claim against
the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health
or disability benefits, unemployment insurance benefits, or employee benefits of any kind. |
| 10. | Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. |
| 11. | Choice of Law. The laws of the state of New York shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the parties hereto. |
| 12. | Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation
shall be settled in New York, New York in accordance with the rules of the American Arbitration Association, and the judgment upon award
may be entered in any court having jurisdiction thereof. |
| 13. | Headings. Section headings are not to be considered a part of this Agreement and are not intended
to be a full and accurate description of the contents hereof. |
| 14. | Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall
not operate or be construed as a continuing waiver. |
| 15. | Assignment. The CFO shall not assign any of his rights under this Agreement, or delegate the performance
of any of his duties hereunder, without the prior written consent of the Company. |
| 16. | Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any
party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States
mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall
be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such
notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such
notice, demand or other communication is to be given as follows: |
| If to the CFO: |
Mark Corrao
[*****] |
| |
|
| If to the Company: |
Ealixir, Inc. |
| |
40 SW 13 th
Street Miami, FL 33130 |
Any party hereto may change its address for purposes of this paragraph
by written notice given in the manner provided above.
| 17. | Modification or Amendment. No amendment, change or
modification of this Agreement shall be valid unless in writing signed by the parties hereto. |
| 18. | Entire Understanding. This document and any exhibit
attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations
are hereby terminated and canceled in their entirety and are of no further force and effect. |
| 19. | Unenforceability of Provisions. If any provision of
this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless
remain in full force and effect. |
2
IN WITNESS WHEREOF the undersigned have executed this Agreement as
of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.
Ealixir, Inc. |
|
Mark Corrao |
|
|
|
|
|
By: |
/s/ Authorized Signatory |
|
By: |
/s/ Mark Corrao |
|
|
|
|
|
Date: |
January 2, 2025 |
|
Date: |
January 2, 2025 |
|
|
|
|
|
Its: |
Authorized
Signatory |
|
|
|
3
SCHEDULE A
DUTIES, TERM, AND COMPENSATION
| DUTIES: | The CFO will perform on a part time basis the duties typically required of a Chief Financial Officer,
including, but not limited to accounting oversight, overseeing the preparation of quarterly and annual financial statements to be filed
with the SEC, overseeing the financial filings required on Forms 8-K, 10-Q and 10-K and such other filings as may be required and in coordination
with the CFO Squad and the Company’s independent public accountants with respect to quarterly reviews and annual audits. |
CFO will report directly to the CEO and
to any other party designated by the CEO in connection with the performance of the duties under this Agreement and shall fulfill any other
duties reasonably requested by the Company and agreed to by the CFO.
The CFO will not be obligated to be a
signatory over any bank, brokerage and/or other financial institution account and shall not be responsible for the custody of funds. Any
access to any banking or financial institution will be strictly limited to a viewing capacity only and the Company will grant CFO and/or
CFO’s designee, or designee of the CFO Squad such access.
The CFO’s work is strictly limited
to the review of the payroll service reports as provided by ADP or similar service. At no time shall the CFO assume the responsibility
for the management of its payroll services, nor shall the CFO assume any responsibility for management’s responsibility for the
payment of any payroll taxes and the Company, its officers and directors shall indemnify the CFO for any failure by the Company to provide
its payroll service or tax authority with sufficient funds to pay any and all payroll taxes.
| TERM: | This engagement shall commence upon execution of this Agreement and shall continue in full force and effect
for a period of one (1) year. The agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation
of and in accordance with this Agreement. |
COMPENSATION:
As compensation for the services rendered
pursuant to this Agreement, Company shall pay CFO a retainer of Two Thousand Five Hundred U.S. ($2,5000.00) dollars upon signing this
Agreement (and for each and every month thereafter) payable on the first business day of each month for the first eight (8) hours per
month and Two Hundred Fifty U.S. ($250.00) dollars per hour thereafter to be invoiced separately.
4
### EX-10.2 - EMPLOYMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND ELEONORA RAMONDETTI, DATE
EX-10.2
5
ea029095901ex10-2.htm
EMPLOYMENT AGREEMENT BY AND BETWEEN THE REGISTRANT AND ELEONORA RAMONDETTI, DATED SEPTEMBER 18, 2023 AND ITS AMENDMENT DATED JANUARY 1, 2025
Exhibit 10.2
Pursuant to Item 601(b)(10)(iv) of Regulation S-K,
certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the
type that the registrant treats as private or confidential.
ADDENDUM TO EMPLOYMENT AGREEMENT – PAYROLL INCREASE
Date: January 1 st 2025
This Addendum (“Addendum”) is made and entered
into as of January 1 st 2025, by and between EALIXIR INC. , with headquarters in 40 SW 13th
Street, Penthouse 1, Miami - FL 33130, Tax number EIN: [*****] (“Employer”) and Eleonora Violetta Chiara Ramondetti (“Employee”).
Purpose:
This Addendum is to amend the Employment Agreement dated
November 1 st 2022, to reflect an increase in the Employee’s compensation.
New Terms:
| 1. | Effective as of January 1st, 2025, the Employee’s compensation for the position of Chief Executive Officer shall be adjusted to $138,766.56
gross annually. The adjusted compensation will be reflected in the Employee’s salary payment for February 2025. |
| 2. | This compensation shall be paid in accordance with the Employer’s standard payroll practices. |
Unchanged Terms:
Except as expressly amended herein, all other terms and
conditions of the Employment Agreement shall remain in full force and effect.
Acknowledgment and Agreement:
By signing below, both parties acknowledge and agree to
the terms of this Addendum.
EMPLOYER |
|
|
|
|
|
|
|
/s/ Venkatesh Patrachari |
|
Date |
January 9th 2025 |
Venkatesh Patrachari |
|
|
|
Title: Chairman of the Board |
|
|
|
EMPLOYEE |
|
|
|
|
|
|
|
/s/ Eleonora Ramondetti |
|
Date |
January 9, 2025 |
Signature |
|
|
|
|
|
|
|
Eleonora Ramondetti |
|
|
|
Print Name |
|
|
|
### EX-10.3 - ASSET PURCHASE AGREEMENT BY AND BETWEEN THE REGISTRANT AND ROYA BOSCH JUNIA, DAT
EX-10.3
6
ea029095901ex10-3.htm
ASSET PURCHASE AGREEMENT BY AND BETWEEN THE REGISTRANT AND ROYA BOSCH JUNIA, DATED DECEMBER 31, 2023
Exhibit 10.3
Pursuant to Item 601(b)(10)(iv) of Regulation
S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii)
the type that the registrant treats as private or confidential.
SHARE PURCHASE AGREEMENT
BETWEEN THE PARTIES
Background :
This Asset Purchase Agreement (the “Agreement”)
is created and effective as of the December 31 st , 2023 (the “Completion Date”).
This Agreement is between:
EALIXIR INC. a company incorporated under
the law of the State of Nevada, with headquarters in Reno, 401 RYLAND ST STE 200-A, Reno, NV, 89502, US.
(Hereinafter, “Seller”);
Roya Bosch Junia, born in [*****] on [*****] , resident in [*****]
, [*****] citizenship, passport N°[*****] ,
(Hereinafter, “Buyer”);
(hereinafter, jointly, the “Parties”)
The Buyer and the Seller agree to the following terms
with the intention to be legally bound.
given that
| ● | The company called EALIXIR INC. is the owner of 100%
shares of EALIXIR USA INC. , identification number EIN [*****] , incorporated under the laws of the State of DELAWARE, US. |
| ● | The Seller has the full and free availability of 100% of
the company EALIXIR USA INC., a Company with headquarters in 40 SW 13th Street, Penthouse 1, Miami - FL 33130, Tax number EIN:
[*****] (hereinafter referred to as “EALIXIR USA INC.”) |
| ● | The Buyer intends to purchase 100% of EALIXIR USA INC.,
for a value of 3,000.00 USD (three thousand/US dollars). |
| ● | The Seller agrees to sell 100% of EALIXIR USA INC.,
for a value of 3,000.00 USD (three thousand/US dollars). |
Having said that, the Parties agree as follows:
ARTICLE 1
PREMISES
1.1 The above premises are an integral part of
this contract.
1.2 The Parties expressly declare to lend the
widest collaboration for the best implementation of the provisions of this contract.
1.3 The terms defined are used in this contract
with the meaning attributed to it by the contract itself.
Pg. 1 of 4
ARTICLE 2
TRANSFER OF SHARES
2.1 The Seller sells 100% shares of the company
EALIXIR USA INC. at the price of 3,000.00 USD (three thousand/US dollars).
2.2 The Buyer undertakes and intends to purchase
100% of EALIXIR USA INC.
ARTICLE 3
PRICE - PAYMENT
3.1 The Parties agree that the sale price of 100%
shares of the company EALIXIR USA INC. is 3,000.00 USD (three thousand/US dollars).
3.2 The Parties agree that the Buyer will pay
the full amount within February 29, 2024.
3.3 The payment of the sale will be made as following:
Bank details for payment in USD
Beneficiary: | |
EALIXIR INC. | |
Bank: | |
| [***** | ] |
ACCOUNT NUMBER: | |
| [***** | ] |
DOMESTIC WIRE ROUTING NUMBERS: | |
| [***** | ] |
SWIFT: | |
| [***** | ] |
ARTICLE 4
SELLER TO BUYER GUARANTEES
4.1 The Seller guarantees the Buyer that EALIXIR
USA INC. is incorporated and operates in accordance with United States law.
4.2 The shares are wholly owned by the Seller
and, therefore, there is no obligation to grant rights of any kind to third parties over the shares themselves. In addition, these actions
are not subject to charges, limitations, injurious charges or other rights of third parties of any nature.
4.3 EALIXIR USA INC. has not granted nor
it is obliged to grant third parties’ option, conversion or subscription rights or others that have the effect of allowing third
parties to acquire the Shares of the same.
4.4 Without prejudice to any additional and different
right of the Buyer, the Seller undertakes to keep the Buyer free from any liability derived from EALIXIR USA INC. As a consequence
of discrepancies or breach of the declarations and guarantees in the points mentioned in it.
ARTICLE 5
Credits and Debits Indemnity
5.1 The Buyer shall indemnify, defend, and hold
harmless the Seller against any liability, damage, loss, or expense (including reasonable attorney fees and expenses of litigation) incurred
by or imposed upon any of the Ealixir USA Creditors or Debtors as set forth in the Annex A.
5.2 The Buyer shall indemnify the Seller in connection
with any third party claims, suits, actions, demands or judgments (“Claims”) under any theory of liability (including without
limitation actions in the form of tort, warranty, or strict liability) resulting from any relationship of Ealixir USA in place at the
date of this agreement, and recorded under Current Assets, Current Liabilities or Long Term Liabilities, even if the mentioned claims,
costs and damages are due from the Seller own sole and/or partial negligence.
Pg. 2 of 4
ARTICLE 6
Exclusions
6.1 The Parties expressly agree to exclude from
the effect of this Agreement all Accounts registered under Equity, as reported into the Annex B to this Agreement, totaling $359,851.26.
ARTICLE 7
USE AND EXLUSIONS OF EALIXIR TRADEMARK
7.1 The parties hereby acknowledge and agree that
EALIXIR USA INC. is a licensee of the EALIXIR brand “EALIXIR, a brand new life”, patent of which trademark EALIXIR
INC. is the sole owner.
7.2 The Seller grants the Buyer the use of the
above trademark only for the correspondence between the Buyer and the clients detailed under Annex A and within the limits agreed in the
relevant commercial agreements; the use of the brand is permitted: (i) until the services agreed in the relevant sale agreements
are honored in full, (ii) the fees are settled and (iii) within a maximum period of 60 days from the Completion Date herein.
7.3 The use of the brand is set within the limits
set above under (7.1) and (7.2), and is limited to the sale agreements in force at the Completion date; under no exception the Buyer is
permitted to use the brand for other agreement different from the ones listed under Annex A, even signed with the same clients.
ARTICLE 8
ASSURANCE OF SUFFICIENT SKILLS
8.1 The Buyer, by signing the hereby Agreement,
declares to have sufficient technical and professional skills and to be able to accomplish the obligations expected by the clients listed
under the Annex A, providing the same high level of services provided by EALIXIR USA until the Commencement Date.
ARTICLE 9
INDEMNITY AGAINST THIRD PARTY LIABILITY
9.1 The Buyer agrees to indemnify the Seller to
the fullest extent permitted by law against all liabilities, losses, claims, demands and reasonable expenses, including but not limited
to legal fees and relevant expenses, possibly brought against Ealixir USA INC by any party or person whatsoever, in connection with or
arising out of the sale agreements herein set under the Annex A.
ARTICLE 10
CONFIDENTIALITY
10.1 Any and all information that cannot be objectively
considered of the public domain, related to the parties and to this agreement, is strictly confidential and reserved. Therefore, any use
and / or disclosure of the aforementioned information will be considered a serious breach of the contract.
ARTICLE 11
EXPENSES AND COSTS OF THE CONTRACT
11.1 The costs of the contract are borne solely
by the Seller.
Pg. 3 of 4
ARTICLE 12
COMMUNICATIONS
12.1 All communications accepted, in accordance
with this contract, will be valid once received, if they are made in writing to the Parties.
ARTICLE 13
APPLICABLE LAW AND ARBITRATION CLAUSE
13.1 This contract will be governed in all respects,
including its validity, its interpretation and its effects, by Florida law.
13.2 In the event that any clause of this contract
is invalid, illegal or unenforceable, the validity, legality and applicability of the remaining clauses will not be influenced or compromised
in any way, provided that the remaining clauses do not substantially alter the relationship between the contracting parties.
13.3 All the obligations derived from this contract
will be fulfilled in their entirety without compensation, defence or counterpart.
13.4 The Parties irrevocably agree that any dispute
arising out of or related to this Agreement will be definitively resolved in accordance with the Arbitration Rules published by the International
Chamber of Commerce (ICC), by a single arbitrator appointed in accordance with said rules. The arbitration will take place in Miami (USA)
in English.
Miami, December 31, 2023
/s/ Eleonora Ramondetti |
|
/s/ Roya Bosch Junia |
Eleonora Ramondetti |
|
Roya Bosch Junia |
Chief Executive Officer and |
|
|
Secretary of the Board |
|
|
Ealixir, Inc. |
|
|
Pg. 4 of 4
### EX-10.7 - FORM OF AGREEMENT WITH CUSTOMER
EX-10.7
7
ea029095901ex10-7.htm
FORM OF AGREEMENT WITH CUSTOMER
Exhibit 10.7
Mod.003 |
|
CONTRACT |
|
|
|
|
|
Individual |
Summary of the client’s data
| ☐ | Contact of the services offered |
| ☐ | Links object of the Agreement – Schedule I |
| ☐ | Power of Attorney – Schedule II |
| ☐ | Identity Document – Schedule III |
| ☐ | Non-Disclosure Agreement (NDA) |
Notes:
Contract Between
The Company EALIXIR INC ., with headquarters
in 401 Ryland St., Suite 200-A, Reno, Nevada 89502, USA, Tax number EIN: (hereinafter
referred to as EALIXIR )
Company
VAT number
Address
Legal Representative
Passport No.
Telephone number
hereinafter referred to as THE CLIENT
Both parties recognize the legal requirements for the signing of this
contract for the provision of services
GIVEN THAT
| a) | EALIXIR , is the company that owns the homonymous brand
and provides services for the cancellation, de-indexing, anonymization and modification of content on the internet. |
| b) | THE CLIENT wishes to make use of EALIXIR ’s
services. |
| c) | THE CLIENT entrusts EALIXIR , and accepts this,
the assignment of the cancellation or de-indexing or anonymization or modification of contents appearing on the internet and referable
to himself. |
1
TERMINOLOGY
For the interpretation of the terms used:
“ cancellation ” of a content
is its final elimination from the source site where it was published; “ de- indexing ” of a content is when, not being
able to permanently delete the published information, action is taken directly on the source site or search engine to prevent whoever
searches for the words “name+surname” of a subject from accessing that information; “ anonymization ” the
elimination or reduction to the subject name’s initials so that subsequently, although the content’s web presence persists,
the information contained therein will no longer be associated to the searches for the word “name+surname”; “ modification
of content ” the modification of the text within which the subject’s name appears, by means of updating the information
in order to attenuate or completely reduce its harmful scope; “ page rank downgrade ” residually, if for technical or
legal reasons, it is not possible to proceed by adopting one of the solutions described above, the unwanted links will be moved beyond
the fifth page of search engine results so as to minimize their visibility in favor of contents more consistent with the CLIENT’s
professional and personal identity.
| 1. | OBJECT |
This contract relates to:
| A) | REMOVAL |
1.1 the semantic analysis of the web, the
qualitative and quantitative research of the name associated with keywords, the verification of presence in the main black-lists worldwide
and the feasibility study.
1.2 the cancellation, anonymization, de-indexing,
modification or downgrade in the page rank of contents that are in the links listed in ATTACHMENT 1 , upon which the CLIENT gives
EALIXIR company the mandate to act.
The CLIENT agrees the search parameter,
i.e. the word that once entered in the search engine returns the unwanted contents referred to in ATTACHMENT 1 , the following name:
-
Any search parameter not included in the list will not be subjected
to EALIXIR intervention.
| B) | NEWSDELETE |
The cancellation of the name from the Black lists (_
) for which the CLIENT gives an intervention mandate to EALIXIR .
2
| 2. | RESULT OBLIGATION |
EALIXIR guarantees the result on the links
object of the mapping referred to in ATTACHMENT 1 , previously selected and confirmed by the CLIENT .
If one or more of the contents which the CLIENT
has entrusted the task to EALIXIR is not cancelled or de-indexed or modified or anonymized, the CLIENT will be entitled
to a refund for the amount proportional to the services not carried out.
| 3. | EXCEPTIONS TO RESULT OBLIGATION |
The guarantee does not cover the links not explicitly
indicated in ATTACHMENT 1 or the information that may appear on the web after the signing of this contract, reproducing the same
or a new content. The performance of EALIXIR regarding such contents will be the subject of a separate and new contract, preceded
by a new quote.
| 4. | INVOICING |
EALIXIR will issue an invoice to the CLIENT ,
upon acceptance of the quote and subsequent signing of the contract. This invoice will include the total amount of the performances, VAT ,
and other costs for additional services that the CLIENT may agree to (for example, a prosecutor in Court, etc.) with the payment
terms.
| 5. | INTERRUPTION OF SERVICE - EXPRESS TERMINATION CLAUSE |
Invoices issued by EALIXIR must be honored
with the methods and within the payment terms agreed upon in art. 10 of this contract. In case of non-compliance with this deadline, the
CLIENT is in default without the need for a reminder from EALIXIR . EALIXIR has in this case the right to immediately
stop the service.
If the CLIENT does not confirm the payment
within 5 days of expiry, the contract is considered terminated and the CLIENT will have to EALIXIR the total sum agreed.
| 6. | RIGHT TO SUBCONTRACTING THE SERVICE |
The CLIENT recognizes and accepts that
EALIXIR , if necessary, reserves the right to subcontracting certain aspects of the service, subject of this contract, to third
parties in order to maximize the performance quality.
| 7. | DURATION OF THE CONTRACT |
EALIXIR service will be provided within a maximum period of
months, starting from the date of the signing of this contract.
3
| 8. | DISCLAIMER |
It may under no circumstances be considered as
non-compliance from the side of EALIXIR, that the time limit referred to in Article 7, failing the completion of the procedure,
by way of example, in case of requests of de-indexing to the source website or to any other search engine, was due to technical issues
(even omissive) attributed to Data Processing Holder, to whom requests for CLIENT protection will be filed.
| 9. | CONTRACT FINALISATION |
The actions to fulfil EALIXIR contract
obligations will not start until the CLIENT have paid the amount of the deposit.
| 10. | PRICE AND PAYMENT METHODS |
The price agreed between the parties for the service A)
REMOVAL, is
€ _ + VAT (if due);
The price agreed between the parties for the service B)
NEWSDELETE, is
€ _ + VAT (if due);
The price agreed between the parties for the service A)
+ B), is
€ _ + VAT (if due) to be paid as follows:
| ● | 50% upon the signing of this contract; |
| ● | 25% of the amount to be paid in 30 days from the signing
of the contract; |
| ● | 25% of the amount to be paid in 60 days from the signing
of the contract. |
Payments shall be made to the following bank details:
Recipient: |
EALIXIR INC. |
|
40 SW 13th Street |
|
Penthouse 1 |
|
Miami, Florida 33130 |
|
|
Bank Name: |
|
Account number: |
|
ASA/Routing number: |
|
SWIFT: |
|
Domestic wires routing: |
|
4
| 11. | EXCLUSION OF ADVOCACY IN COURT |
Under no circumstances, unless the parties separately
and expressly agree, this contract includes legal actions or defense procedures of the rights related to reputation and infringements
of privacy. In case the CLIENT would request those services, another independent contract will be concluded, the amount of which
will be separately agreed.
| 12. | TRANSPARENT SHARING |
The CLIENT will be obliged to provide available
documentation, in order to contribute to the achievement of objectives (for example: acquittal verdict, police reports, police records,
etc.). In case the CLIENT does not provide such documentation, EALIXIR will continue to provide the contracted service but
the guarantee of refund in case of non-achievement of objectives will not be ensured, because of the non-performance by the CLIENT .
| 13. | DATA PRIVACY |
EALIXIR guarantees utmost discretion in
proceeding information provided by the CLIENT , both for published data about the person, and for the documentation provided to
EALIXIR , in strict compliance with the legislation on the processing of personal data and as required from professional secrecy,
by using information only for the achievement of the agreed objectives.
| 14. | US GAAP REVENUE RECOGNITION |
The parties agree that EALIXIR , a company
listed on the US stock exchange, therefore subject to US GAAP accounting principles, considers the payment of 50% of the total price agreed
as revenue pertaining to the service specified in paragraph 1.1.
| 15. | ATTEMPT AT CONCILIATION |
In case of disagreement about the interpretation,
validity or execution of this contract, the parties will try to find an amicable settlement to the dispute, before taking legal actions.
| 16. | COMPETENT COURT |
The parties, expressly waiving any other jurisdiction
that could be applied, in case of failure of the conciliation attempt pursuant to Art. 15, agree to submit themselves to the will of the
Court of for the interpretation, validity or execution of this contract.
For the purposes authorized by the law, the parties
have signed in two original copies each having identical effect, in the place and on the date above mentioned.
5
EALIXIR |
|
CLIENT |
|
|
|
|
|
Signature√_ |
Place and Date _ |
|
6
ATTACHMENT I
Listed below are the links, for which the exercise
of rights mentioned in the contract is authorised:
Signature √_
7
Date_
ATTACHMENT II
POWER OF ATTORNEY
Company____ _______________________________________________ |
VAT number__ _______________________________________________ |
Address__ _________________________________________________________ |
Legal Representative_____ _____________________________________________________ |
Passport No.___ ______________________________________________________ |
Telephone number___ _________________________________________________________ |
E-mail____ _____________________________________________________________ |
GRANTS POWER OF ATTORNEY
The Company EALIXIR INC ., with headquarters
in 401 Ryland St., Suite 200-A, Reno, Nevada 89502, USA, Tax number EIN: (hereinafter
referred to as EALIXIR ) and its professionals to exercise rights attributed to itself by privacy law conferring to them the broadest
authority and discretion, within the limits set by the current regulation, by advancing specific requests to the holders about the processing
of personal data and, in particular, to require, at their own discretion, the de-indexation, cancellation, anonymization, modification
and destruction of personal data via specific requests to be forwarded both to the companies that own the processing of personal data
carried out through the main search engines on the market, and to the data controllers carried out by means of the web pages subjected
to the indexing of the search engines themselves
Signature √_
8
ATTACHMENT III
Identity document
Signature √_
9
ATTACHMENT IV
NON-DISCLOSURE AGREEMENT (NDA)
The Company EALIXIR INC ., with headquarters
in 401 Ryland St., Suite 200-A, Reno, Nevada 89502, USA, Tax number EIN: (hereinafter
referred to as EALIXIR )
Company
VAT number
Address
Legal Representative
Passport No.
Telephone number
hereinafter referred to as THE CLIENT
GIVEN THAT
| 1. | The two parties recognize the legal competences necessary
to sign the present contract |
| 2. | The two parties want to start a business relationship and
mutual collaboration. |
| 3. | During the business relationship the parties have to exchange
or create information to regulate their confidentiality and secrecy agreements through the following: |
CONDITIONS
| 1. | SUBJECT |
With the present contract the parties formally
establish the terms and conditions according to which the parties have to protect the confidentiality of the information made available
and created between them.
For the purposes of this contract, all information
likely to be communicated in written form, verbally or in any other way or means, material or immaterial, currently known or beyond what
is now technically feasible, exchanged later to this agreement is considered confidential information.
This agreement does not constitute any license,
development contract or such, as the parties are required to comply with the confidentiality agreement of such information. These measures
will not be less than those applied by them for the confidential information of their own company.
10
| 2. | DURATION |
This agreement will have an indefinite duration
from the moment of signature. In case of non-renewal of the contract, the two parties are required to return the provided information
and commit to the elimination of any copy, in any form and on any medium in which it was stored.
Notwithstanding the preceding paragraph, each
party undertakes to respect the confidentiality agreement on information and material exchanged between the parties, indefinitely after
the completion of this contract.
| 3. | CONFIDENTIALITY |
The parties undertake to provide all the necessary
material, and if confidential, they commit to:
| a. | Treat the information with total confidentiality. |
| b. | Not disclose or confirm the technical information provided
by the other party. |
| c. | Prevent the duplication or disclosure of such information
to third parties, unless they have written permission from the other party, and only in terms of such approval. |
| d. | Limit the access to information to their employees and contractors
as far as they may reasonably need it for the performance of agreed tasks. |
| e. | Do not use the information or fragments of this information
for different purposes of the execution of this contract. The parties are responsible to each other for the non-fulfilment of this obligation,
both for their employees and for the subcontractors. |
The parties maintain confidentiality and will
avoid disclosing information to any person who is not an employee or contractor, unless:
| a. | The receiving party proves of being aware of the information
received previously. |
| b. | The information received is publicly available. |
| c. | The information received comes from a third party that does
not require secrecy. |
| 4. | PRIOR RIGHTS ON INFORMATION |
Any information made available between the parties
is exclusive property of the party from whom it was obtained and does not imply the granting of licenses for the purpose of such exchange.
None of the parties will use information received from the other party for their own use, unless authorized.
Disclosure of information does not mean transfer
or assignment of rights, unless some provision is made expressly.
11
| 5. | PROPERTY RIGHTS |
Any information exchanged is exclusive property
of the party from whom it was obtained. None of the parties will use information from the other party for their own independent benefit.
| 6. | CONFIDENTIALITY AGREEMENT |
The parties agree that this agreement is confidential
and therefore its disclosure is prohibited.
| 7. | MODIFICATION AND CANCELLATION |
This agreement may only be amended with the express
consent of the two parties, on a written document and mentioning the intention of the parties to modify this agreement.
| 8. | JURISDICTION |
The parties undertake to amicably resolve any
disagreement concerning the application of this agreement.
In the event of a conflict, the two parties agree
to submit to the Court of , renouncing their jurisdiction.
Accordingly, both parties sign the present agreement
in two original copies each having identical effect at the place and date indicated.
EALIXIR INC |
|
CLIENT |
|
|
|
|
|
Signature√ |
|
|
|
|
|
Place and date |
|
|
|
|
|
|
|
|
12
www.ealixir.com
13
### EX-10.12 - LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED SE
EX-10.12
8
ea029095901ex10-12.htm
LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED SEPTEMBER 8, 2025
Exhibit 10.12
Pursuant to Item 601(b)(10)(iv) of Regulation S-K,
certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the
type that the registrant treats as private or confidential.
LOAN AGREEMENT
Between:
DANILA PISATI residing in [*****], hereinafter referred
to as the “Lender”;
and
EALIXIR INC, with registered office at 1395 Brickell
Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred
to as the “Borrower”.
Whereas:
| ● | The Lender agrees to grant a loan to the Borrower; |
| ● | The Borrower accepts the loan under the terms and conditions
set forth herein; |
Now, therefore, it is agreed as follows:
Article 1 – Subject of the Agreement
The Lender grants the Borrower a loan in the amount of
USD 48,000.00 (United States Dollars fourty-eight thousand).
Article 2 – Duration
The loan has a duration until September 8, 2026 .
Article 3 – Interest
The loan shall bear interest at the annual rate of 4,33%
of the outstanding principal amount.
Interest accrued shall be paid by the Borrower to the Lender
in a single installment at the same time of the repayment of the principal.
Article 4 – Repayment of Principal
The Borrower may repay the loan, in whole or in part, at
any time without penalty or additional cost .
Full repayment of the loan must occur no later than September
8, 2026 .
Article 5 – Payment Method
All payments (principal and interest) shall be made by wire
transfer to the account designated in writing by the Lender.
Article 6 – Governing Law and Jurisdiction
This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, and any disputes shall be subject to the exclusive jurisdiction of the courts of Miami
– Florida unless otherwise agreed in writing by the parties.
Article 7 – Final Provisions
Any amendment to this Agreement must be made in writing
and signed by both parties. Read, approved, and signed.
Place , Date
Miami, September 8th 2025
The Lender
Danila PISATI
/s/ Danila Pisati |
|
The Borrower
EALIXIR INC
/s/ Authorized Signatory |
|
### EX-10.13 - LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED SE
EX-10.13
9
ea029095901ex10-13.htm
LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED SEPTEMBER 12, 2025
Exhibit 10.13
Pursuant to Item 601(b)(10)(iv) of Regulation S-K,
certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the
type that the registrant treats as private or confidential.
LOAN AGREEMENT
Between:
DANILA PISATI residing in [*****], hereinafter referred
to as the “Lender”;
and
EALIXIR INC, with registered office at 1395 Brickell
Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred
to as the “Borrower”.
Whereas:
| ● | The Lender agrees to grant a loan to the Borrower; |
| ● | The Borrower accepts the loan under the terms and conditions
set forth herein; |
Now, therefore, it is agreed as follows:
Article 1 – Subject of the Agreement
The Lender grants the Borrower a loan in the amount of USD
14,000.00 (United States Dollars fourteen thousand).
Article 2 – Duration
The loan has a duration until September 11, 2026 .
Article 3 – Interest
The loan shall bear interest at the annual rate of 4,33%
of the outstanding principal amount.
Interest accrued shall be paid by the Borrower to the Lender
in a single installment at the same time of the repayment of the principal.
Article 4 – Repayment of Principal
The Borrower may repay the loan, in whole or in part, at
any time without penalty or additional cost .
Full repayment of the loan must occur no later than September
11, 2026 .
Article 5 – Payment Method
All payments (principal and interest) shall be made by wire
transfer to the account designated in writing by the Lender.
Article 6 – Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, and any disputes shall be subject to the exclusive jurisdiction of the courts of Miami –
Florida unless otherwise agreed in writing by the parties.
Article 7 – Final Provisions
Any amendment to this Agreement must be made in writing
and signed by both parties. Read, approved, and signed.
Place , Date
Miami, September 12th 2025
The Lender
Danila PISATI
/s/ Danila Pisati |
|
The Borrower
EALIXIR INC
/s/ Authorized Signatory |
|
### EX-10.14 - LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED OC
EX-10.14
10
ea029095901ex10-14.htm
LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED OCTOBER 14, 2025
Exhibit 10.14
Pursuant to Item 601(b)(10)(iv) of Regulation S-K,
certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the
type that the registrant treats as private or confidential.
LOAN AGREEMENT
Between:
DANILA PISATI residing in [*****], hereinafter referred
to as the “Lender”;
and
EALIXIR INC, with registered office at 1395 Brickell
Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred
to as the “Borrower”.
Whereas:
| ● | The Lender agrees to grant a loan to the Borrower; |
| ● | The Borrower accepts the loan under the terms and conditions set forth herein; |
Now, therefore, it is agreed as follows:
Article 1 – Subject of the Agreement
The Lender grants the Borrower a loan in the amount of USD
81,000.00 (United States Dollars eighty-one thousand).
Article 2 – Duration
The loan has a duration until October 27, 2026 .
Article 3 – Interest
The loan shall bear interest at the annual rate of 4,33%
of the outstanding principal amount.
Interest accrued shall be paid by the Borrower to the Lender
in a single installment at the same time of the repayment of the principal.
Article 4 – Repayment of Principal
The Borrower may repay the loan, in whole or in part, at
any time without penalty or additional cost .
Full repayment of the loan must occur no later than October
27, 2026 .
Article 5 – Payment Method
All payments (principal and interest) shall be made by wire
transfer to the account designated in writing by the Lender.
Article 6 – Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, and any disputes shall be subject to the exclusive jurisdiction of the courts of Miami –
Florida unless otherwise agreed in writing by the parties.
Article 7 – Final Provisions
Any amendment to this Agreement must be made in writing and
signed by both parties.
Read, approved, and signed.
Place , Date
Miami, October 28th 2025
The Lender
Danila PISATI
/s/
Danila Pisati |
|
The Borrower
EALIXIR INC
/s/
Authorized Signatory |
|
### EX-10.15 - LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED NO
EX-10.15
11
ea029095901ex10-15.htm
LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED NOVEMBER 4, 2025
Exhibit 10.15
Pursuant to Item 601(b)(10)(iv) of Regulation S-K,
certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the
type that the registrant treats as private or confidential.
LOAN AGREEMENT
Between:
DANILA PISATI residing in [*****], hereinafter referred
to as the “Lender”;
and
EALIXIR INC, with registered office at 1395 Brickell
Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred
to as the “Borrower”.
Whereas:
| ● | The Lender agrees to grant a loan to the Borrower; |
| ● | The Borrower accepts the loan under the terms and conditions set forth herein; |
Now, therefore, it is agreed as follows:
Article 1 – Subject of the Agreement
The Lender grants the Borrower a loan in the amount of USD
59,000.00 (United States Dollars fifty-nine thousand).
Article 2 – Duration
The loan has a duration until November 3, 2026 .
Article 3 – Interest
The loan shall bear interest at the annual rate of 4,33%
of the outstanding principal amount.
Interest accrued shall be paid by the Borrower to the Lender
in a single installment at the same time of the repayment of the principal.
Article 4 – Repayment of Principal
The Borrower may repay the loan, in whole or in part, at
any time without penalty or additional cost .
Full repayment of the loan must occur no later than November
3, 2026 .
Article 5 – Payment Method
All payments (principal and interest) shall be made by wire
transfer to the account designated in writing by the Lender.
Article 6 – Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, and any disputes shall be subject to the exclusive jurisdiction of the courts of Miami –
Florida unless otherwise agreed in writing by the parties.
Article 7 – Final Provisions
Any amendment to this Agreement must be made in writing and
signed by both parties.
Read, approved, and signed.
Place , Date
Miami, November 3rd, 2025
The Lender
Danila PISATI
/s/
Danila Pisati |
|
The Borrower
EALIXIR INC
/s/
Authorized Signatory |
|
### EX-10.16 - LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED MA
EX-10.16
12
ea029095901ex10-16.htm
LOAN AGREEMENT BY AND BETWEEN DANILA CRISTINA PISATI AND THE REGISTRANT DATED MARCH 23, 2026
Exhibit 10.16
Pursuant to Item 601(b)(10)(iv) of Regulation S-K,
certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the
type that the registrant treats as private or confidential.
LOAN AGREEMENT
Between:
DANILA PISATI residing in [*****], hereinafter referred
to as the “Lender”;
and
EALIXIR INC, with registered office at 1395 Brickell
Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****] ,
hereinafter referred to as the “Borrower”.
Whereas:
| ● | The Lender agrees to grant a loan to the Borrower; |
| ● | The Borrower accepts the loan under the terms and conditions set forth herein; |
Now, therefore, it is agreed as follows:
Article 1 – Subject of the Agreement
The Lender grants the Borrower a loan in the amount of USD
116,300.00 (United States Dollars twenty thousand), paid in 4 instalments from March 12 to March 24, 2026.
Article 2 – Duration
The loan has a duration until March 23, 2027 .
Article 3 – Interest
The loan shall bear interest at the annual rate of 4,33%
of the outstanding principal amount.
Interest accrued shall be paid by the Borrower to the Lender
in a single installment at the same time of the repayment of the principal.
Article 4 – Repayment of Principal
The Borrower may repay the loan, in whole or in part, at
any time without penalty or additional cost .
Full repayment of the loan must occur no later than March
23, 2027 .
Article 5 – Payment Method
All payments (principal and interest) shall be made by wire
transfer to the account designated in writing by the Lender.
Article 6 – Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, and any disputes shall be subject to the exclusive jurisdiction of the courts of Miami –
Florida unless otherwise agreed in writing by the parties.
Article 7 – Final Provisions
Any amendment to this Agreement must be made in writing
and signed by both parties.
Read, approved, and signed.
Place , Date
Miami, March 23rd 2027
The Lender
Danila PISATI
/s/
Danila Pisati |
|
The Borrower
EALIXIR INC
/s/
Authorized Signatory |
|
### EX-23.1 - CONSENT OF RBSM LLP
EX-23.1
18
ea029095901ex23-1.htm
CONSENT OF RBSM LLP
Exhibit 23.1
|
Florida Office: |
|
2424 N. Federal Highway
Suite 257 |
Boca Raton, FL 33431
561.405.9440 |
|
www.rbsmllp.com |
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this
Registration Statement on Form S-1 of our report dated April 15, 2026 (which contains an explanatory paragraph relating to the
Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements), relating to
the financial statements of Ealixir, Inc. as of and for the years ended December 31, 2025 and 2024.
We also consent to the reference to
us under the heading “Experts” in such Registration Statement.
/s/ RBSM
LLP
Boca Raton, Florida
May 27, 2026
New York, NY Washington DC Mumbai & Pune, India San Francisco, CA
Houston, TX Boca Raton, FL Las Vegas, NV Beijing, China Athens, Greece
Member: ANTEA International with affiliated offices worldwide