As filed with the U.S. Securities and Exchange Commission on August 14, 2023

Registration No. 333-269725

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.)

40 SW 13th St.
Penthouse 1
Miami, FL 33130
(786) 856-0358
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

_________________

Suneel Anant Sawant, Chief Executive Officer
EALIXIR, INC.
40 SW 13th St.
Penthouse 1
Miami, FL 33130
(786) 856-0358
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________

Copies to:

Richard I. Anslow, Esq.
Lijia Sanchez, Esq.
Nahal A. Nellis, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Phone: (212) 370-1300
Fax: (212) 370-7889

Ross Carmel, Esq.
Barry P. Biggar, Esq.
Carmel, Milazzo & Feil LLP
55 West 39th Street
New York, New York 10018
Phone: (212) 658-0458
Fax: (646) 838-1314

_________________

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.

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EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

• Public Offering Prospectus. A prospectus to be used for the public offering (the “Offering”) of shares of common stock of the Registrant (the “Public Offering Prospectus” or “prospectus”) through the underwriter named on the cover page of the Public Offering Prospectus.

• Resale Prospectus. A prospectus to be used for the resale by the selling stockholders set forth therein of shares of common stock of the Registrant (the “Resale Prospectus”).

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

• they contain different outside and inside front covers and back covers;

• they contain different Offering sections in the respective Prospectus Summary sections;

• they contain different Use of Proceeds sections;

• a selling stockholder section is included in the Resale Prospectus;

• a selling stockholder Plan of Distribution is inserted in the Resale Prospectus; and

• the Legal Matters section on page Alt-15 deletes the reference to counsel for the underwriter in the Resale Prospectus.

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the Offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the selling stockholders.

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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 AUGUST 14, 2023

EALIXIR, INC.

shares of Common Stock

This is a firm commitment public offering (“Offering”) of shares of common stock of EALIXIR, INC., par value, $0.001 per share (“Common Stock”), and which we refer to as the Offering. We currently estimate that the public offering price will be between $ and $ per share.

The selling stockholders are offering shares of Common Stock to be sold in the offering, which we refer to as the Resale Securities, pursuant to a prospectus to be used for the Resale Securities by the selling stockholders set forth herein, and which we refer to as the Resale Prospectus.

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 August 9, 2023 the last reported price of our Common Stock was $4.00 per share at market close. There is a limited public trading market for our Common Stock. You are urged to obtain current market quotations for the Common Stock. We have applied to list our Common Stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EAXR”. We believe that upon completion of the Offering contemplated by this prospectus, we will meet the standards for listing on the Nasdaq. No assurance can be given that our application will be approved or that the trading prices of our Common Stock on the OTC Pink will be indicative of the prices of our Common Stock if our Common Stock were traded on the Nasdaq.

Until such time as our Common Stock is listed on the Nasdaq or OTCQB Venture Market (“OTCQB”) or listed on any other national securities exchange, the Common Stock covered by this prospectus will be sold by the selling stockholders from time to time at a fixed price of $ per share, representing the average of the high and low prices as reported on the OTC Pink on August__, 2023. If and when our Common Stock is regularly quoted on Nasdaq or is listed on any national securities exchange, the selling stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions. The registration of Resale Securities does not mean that the selling stockholders named herein will actually offer or sell any Resale Securities. Information regarding the selling stockholders and the time and manner in which they may offer and sell the shares under this prospectus is provided under “Selling Stockholders” and “Plan of Distribution” in the Resale Prospectus. We have agreed to pay all the costs and expenses of this registration of Resale Securities and will not receive any proceeds from the resale of the above Resale Securities by the selling stockholders.

The offering price of our shares of Common Stock in the Offering will be determined between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price of our Common Stock and the Offering price of the Common Stock used throughout this Public Offering Prospectus may not be indicative of the actual Offering price for the shares of Common Stock.

We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to comply with certain reduced public company reporting requirements. See “Public Offering Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

We are, and, upon completion of this Offering, we will continue to be a “controlled company,” as defined under the Nasdaq Listing Rules, as long as our majority stockholder, President and Executive Chairman of the Board of Directors, and his affiliates own and hold more than 50% of our outstanding Common Stock. For as long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from certain Nasdaq corporate governance requirements. See “Public Offering Prospectus Summary — Implications of Being a Controlled Company.”

Our officers and directors will have significant influence over the Company following the completion of this offering due to their significant shareholding in the Company, in particular, Mr. Enea Angelo Trevisan, our President and Executive Chairman of the Board of Directors, who currently holds approximately 99.0% of the voting power of our Company (based on an aggregate of approximately 46.2% of our issued and outstanding Common Stock and 100% of our issued and outstanding shares of our Series Z Preferred Stock as of the date of this Public Offering Prospectus), and is expected to own approximately 99.0% of the voting power of our Company upon the completion of this Offering thereby causing us to become a “controlled company” under the Nasdaq Listing Rules. For more information regarding Mr. Trevisan’s beneficial ownership, see “Security Ownership of Principal Stockholders And Management” on page 69 and “Risk Factors — Risks Related to Our Securities — Our President and Executive Chairman of the Board of Directors, Enea Angelo Trevisan, has a substantial influence over our Company. His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions” on page 25. For more information regarding implications of us being a “controlled company,” see “Risk Factors — Risks Related to Our Securities — We are a “controlled company” defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, 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” on page 25.

Investing in our Common Stock involves significant risks. You should read the section entitled “Risk Factors” beginning on page 15 of this Public Offering Prospectus for a discussion of information that should be considered before investing in our Common Stock.

We may amend or supplement this Public Offering 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 Public Offering Prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

____________

(1) Does not include $________ for the reimbursement of certain expenses of the underwriters. See “Underwriting” beginning on page 82 of this prospectus for additional information regarding underwriting compensation.

We have granted the underwriters a 45-day option to purchase up to additional shares of Common Stock on the same terms as other shares being purchased by the underwriters from us, solely to cover over-allotments, if any (such shares not to exceed, in the aggregate, 15% of the shares offered hereby). If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

The underwriter expects to deliver the shares on or about , 2023.

The date of this prospectus is , 2023.

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TABLE OF CONTENTS

		Page
EXPLANATORY NOTE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
ABOUT THIS PROSPECTUS		iv
INDUSTRY AND MARKET DATA		v
TRADEMARKS		vi
PUBLIC OFFERING PROSPECTUS SUMMARY		1
THE OFFERING		11
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION		13
RISK FACTORS		15
USE OF PROCEEDS		30
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		31
DIVIDEND POLICY		32
CAPITALIZATION NOTES		33
DILUTION		34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		36
BUSINESS		44
MANAGEMENT		62
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT		69
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		70
DESCRIPTION OF SECURITIES		73
SHARES ELIGIBLE FOR FUTURE SALE		77
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		78
UNDERWRITING		82
LEGAL MATTERS		86
EXPERTS		86
WHERE YOU CAN FIND MORE INFORMATION		86
INDEX TO FINANCIAL STATEMENTS		F-1
RESALE PROSPECTUS		Alt-1

Through and including , 2023 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in the listing, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus. We, the selling stockholders and the underwriters have not authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not, the selling stockholders and the underwriters are not, 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 prospectus is accurate only as of the date on the front cover of this prospectus. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained in this 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 prospectus.

For investors outside the United States: We have not, the selling stockholders and the underwriters have not, done anything that would permit possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. 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 of Common Stock and the distribution of this prospectus outside the United States.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this 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 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 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 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 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 from operating activities during the years ended December 31, 2021, and 2022, of ($171,620) and ($97,521), respectively.

• 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 2021 and 2022 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.

• 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.

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• 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 Major Shareholder, President and Executive Chairman of the Board, Enea Angelo Trevisan, has a substantial influence over our Company.

• His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions.

• The other risks identified in this 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 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 prospectus. We qualify all our forward-looking statements by these cautionary statements.

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About this Prospectus

You should rely only on the information contained in or incorporated by reference in this prospectus. We and the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

You should not assume that the information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate as of any date other than the date on the front cover of the applicable document. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply 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, operating results and prospects may have changed since that date. Information contained on our website, or any other website operated by us, is not part of this prospectus.

Before purchasing any securities, you should carefully read both this prospectus, together with the additional information described under the heading “Where You Can Find More Information” in this prospectus.

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Industry and Market Data

This prospectus, and the documents incorporated by reference in this 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 prospectus and the documents incorporated by reference herein and therein.

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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 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 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 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.

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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, 2022 and 2021, as quoted by the European Central Bank, were as follows:

Year ended December 31,
2022		2021
€ 1.0528		€ 1.1827

On August 10, 2023, the daily rate for United States Dollars in terms of the Euros, as quoted by the European Central Bank, was USD $1.00 = € 0.9075.

PRESENTATION OF FINANCIAL INFORMATION

The financial information contained in this Public Offering Prospectus derives from our audited consolidated financial statements in United States Dollars as of December 31, 2022 and 2021 and our unaudited consolidated financial statements for the three month period ended on March 31, 2023. These financial statements and related notes included elsewhere in this prospectus are in the form of United States Dollars ($) and are collectively referred to as our audited consolidated financial statements herein and throughout this 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.

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PUBLIC OFFERING PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this 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 prospectus carefully, including the section entitled “Risk Factors” in this prospectus, the financial statements and the notes to the financial statements included elsewhere in this prospectus. Unless the context otherwise requires, references contained in this prospectus to the “Company,” ”Ealixir,” “we,” “us,” or “our” or similar terminology refers to Ealixir, Inc., a Nevada corporation, and its consolidated subsidiaries.

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 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 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 our philosophy of 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, 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.

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Ealixir offers its individual and corporate clients a full suite of ORM solutions. To complement the removal of negative content and online spurious content, we offer synergistic services to both remove such content and also promote our clients’ positive online reputation and improve search results. Our products and services include: WEBiD, Ealixir Removal, Ealixir Story, NewsDelete, Ealixir Analytics and Ealixir Event Launch and ReputScore:

• WEBiD is 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.

• 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.

• ReputScore is our latest offering, a mobile application or “app”, currently under development. This service is designed to offer an individual or business an immediate and broad overview of such person’s or company’s web reputation. The app scans the Internet to analyze the sentiment which is mostly associated with the client, and we then assign a score from 1 to 1,000 (where a higher number denotes a more positive sentiment).

Competition

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.

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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. Ealixir does not offer a monitoring service over the time after the deindexation or cancellation has occurred. As a consequence, no subscription plan is offered.

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:

• WEBiD — $5,000

• Ealixir Removal — $1,500 per link 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.

The 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.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

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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 prospectus as the “JOBS Act,” and references in this 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 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 prospectus and in our periodic reports and proxy statements may be different than the information provided by other public companies.

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 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 President and Executive Chairman of the Board, Mr. Enea Angelo Trevisan, will hold a majority of our voting power following this offering and we will continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Listing Rules. Accordingly, we will be a controlled company under the applicable Nasdaq 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

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• 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, 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 upon closing of this offering. 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. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, 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.”

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.

We are an operating company with three separate wholly owned operating companies, Ealixir USA Inc., EALIXIR HISPANIA S.L. (“Ealixir Hispania”) and ELAB Hispania, S.L. (“ELAB Hispania”). Below is a chart of our corporate structure:

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Listing on the Nasdaq Capital Market

Our Common Stock is currently quoted on the OTC Pink Market under the symbol “EAXR.” In connection with this offering, we have applied to list our Common Stock on Nasdaq under the symbol “EAXR.” If our listing application is approved, we expect to list our Common Stock on Nasdaq upon consummation of the offering, at which point our Common Stock will cease to be traded on the OTC Pink Market. No assurance can be given that our listing application will be approved. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements. There can be no assurance that our Common Stock will be listed on Nasdaq.

Corporate Information

Our principal place of business is located at 40 SW 13th Street, Penthouse 1, Miami FL 33130. Our telephone number is (786) 856-0358. Since April 25, 2018, our principal office in Europe is Avenida Josep Tarradellas, 38, 08029, 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 self-diagnostic mechanisms and simple applications to be downloaded onto client smartphones. We anticipate that by next year these applications 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.

Artificial Intelligence

In pursuing the process of strengthening the IT architecture and to broaden its offer of services, the Company recently engaged in a strategic collaboration with an institute for development of artificial intelligence. The cooperation, driven by Ealixir in its inner features, will support several innovative applications and the deployment of new services; in this regard, it is worthy to mention the service ‘ReputScore’, our latest offering, which is designed to offer an immediate and broad overview of a person’s or company’s web reputation; the application scans the Internet to analyze the sentiment which is mostly associated with the client and, then, assigns a score from 1 to 1,000 (where a higher number denotes a more positive sentiment).

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awareness of our app in over 20 countries. Since we believe that most of the users who download the app will probably be aware they might have online reputation issues, we forecast for the first year 400,000 downloads for the application and 6,000-7,000 actual new clients onboard (an estimated 0.2 % of new clients over downloads).

The assumption for the 400,000 app downloads is derived from the fact there are close to 100 million profiles on compliance databases and politically-exposed persons (“PEP”) lists that may be interested in our services. A PEP is a person who has been entrusted with a prominent public function. Based upon existing conversion rate for a mobile application user which downloads an application and uses the app, and that a typical conversion rate for visitors to websites is between 2% to 5%, we apply a conservative conversion of 0.4% for downloads of our app. As such, we expect that there will be 400,000 downloads of our app from 100 million interested profiles from compliance databases and PEP lists.

Corporate events (‘Ealixir Event Launch’).

The development of the application is also driven in-house, with limited support by external IT professionals. It gives 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 “Platform”) to be of strategic importance; the Platform 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.

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SUMMARY OF RISK FACTORS

Our business is subject to multiple risks and uncertainties, as more fully described in “Risk Factors” and elsewhere in this 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 generated negative cash flow from operating activities during the years ended December 31,2022 and 2021 and the first quarter 2023 of ($97,521), ($171,620), and ($20,000), respectively.

• 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 2021 and 2022 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 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.

• 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.

• Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.

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• If we are unable to manage any future growth effectively, our profitability and liquidity could be adversely affected.

• 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 a 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.

• If our listing application for our Common Stock is not approved by Nasdaq, we will not be able to consummate the offering and will terminate this offering.

• 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 Major Shareholder, President and Executive Chairman of the Board, Enea Angelo Trevisan, has a substantial influence over our Company. His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions.

• We are a “controlled company” defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, 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.

• We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

• 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 Nasdaq.

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• 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 the Nasdaq, which could make it more difficult for investors to sell their shares.

• 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 Nasdaq.

• 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.

• Our existing stockholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Common Stock.

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THE OFFERING

Common Stock offered by us:		shares of Common Stock.
Shares of Common Stock Outstanding prior to this Offering		63,282,036 shares of Common Stock, which excludes up to [____] shares of Common Stock issuable pursuant to awards granted under our equity incentive plan.
Shares of Common Stock to be Outstanding after this Offering		shares of Common Stock (or shares if the underwriters exercise their over- allotment option to purchase additional shares in full).
Use of Proceeds		We estimate that the net proceeds from our issuance and sale of shares of our Common Stock in this offering will be approximately $ , assuming an initial Offering price of $ per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their over-allotment option to purchase additional shares in full to cover over-allotments, if any, we estimate that our net proceeds will be approximately $ . We currently anticipate using the net proceeds from this offering, together with our existing resources, for mergers and acquisitions, research and development, acquisition of complementary technologies, hiring of additional personnel and marketing, working capital and general corporate purposes. See the section titled “Use of Proceeds” for additional information.
Underwriter Warrants		We have agreed to issue warrants to the underwriter (the “Underwriter Warrants”) to purchase a number of shares of Common Stock equal to an aggregate of 5% of the aggregate number of the shares sold in this offering. The Underwriter Warrants will have an exercise price equal to 115% of the offering price of the Common Stock sold in this offering. The Underwriter Warrants are not exercisable or convertible for more than five (5) years from the commencement of sales of the Offering. The Underwriter Warrants also provide for customary anti-dilution provisions and immediate “piggyback” registration rights with respect to the registration of the Common Stock underlying the Underwriter Warrants for a period of five (5) years from the commencement of the sales of the Common Stock in connection with this offering. We have agreed not to re-price or amend the terms of any outstanding options and warrants as of the date on which the trading of the Common Stock on Nasdaq commences for a period of up to 14 months.
Underwriter Over-Allotment Option		We have also granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of [___] additional Common Stock at the Offering price.
Lock-up agreements		Our directors, officers and holder(s) of five percent (5%) or more of the outstanding shares of Common Stock of the Company have agreed not to sell, transfer or dispose of any shares or similar securities for a period of six months after the Offering is completed. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

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Dividend policy		The Company has never paid dividends on its Common Stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the Board and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant. See “Dividend Policy.”
Risk Factors		Investing in our Common Stock involves a high degree of risk. For a discussion of factors, you should consider in making an investment, see “Risk Factors” beginning on page 15.
Proposed Nasdaq Listing		Our Common Stock is currently quoted on the OTC Pink Open Market operated by OTC Markets Group, Inc. under the ticker symbol “EAXR.” We have applied to have our Common Stock listed on the Nasdaq under the same symbol “EAXR”. There is no assurance that such application will be approved.

Unless we indicate otherwise, the number of shares of our Common Stock that will be outstanding immediately after the offering is based on 63,282,036 shares of our Common Stock outstanding as of August 10, 2023. Except as otherwise indicated herein, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option to purchase additional shares.

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Summary of Consolidated Financial Information

The following tables set forth our summary consolidated financial information for the periods and as of the dates indicated. We derived our statements of operations and comprehensive loss data for the years ended December 31, 2021 and 2022 from our audited financial statements included elsewhere in this prospectus. We derived our statements of operations and comprehensive loss data for the years ended December 31, 2021 and 2022, and our summary balance sheet data as of December 31, 2022 from our audited condensed financial statements included elsewhere in this prospectus. The audited condensed financial statements were prepared on a basis consistent with previous years and include, in management’s opinion, all adjustments, including not only the normal recurring adjustments that we consider necessary, but also the evaluation at fair value of the shares issued to professionals during the years 2021 and 2022, in order to fairly present the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read the following summary financial data in conjunction with our financial statements and related notes included elsewhere in this prospectus and the information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary financial data included in this section is not intended to replace the financial statements and are qualified in their entirety by our financial statements and the related notes included elsewhere in this prospectus.

	Year Ended December 31,						Quarter Ended March 31,
	2022			2021			2023			2022
				restated						restated
Total Revenue	$	4,140,031		$	3,538,007		$	1,747,401		$	1,246,808
Cost of sales		877,279			864,209			217,429			245,874
Gross profit		3,262,752			2,673,798			1,529,972			1,000,934

Operating expenses:
Stock compensation expense		367,138			456,811			926,847			9,028
General and administrative		1,547,784			2,843,996			419,673			482,623
Directors’ salaries		273,651			10,000			62,500			144,241
Personnel – Gross		644,874			148,928			245,759			169,805
Total operating expenses		2,833,447			3,459,735			1,654,779			805,697
Profit (Loss) from operations		429,305			(785,937	)		(124,807	)		195,237
Other income (expense):
Gain on disposition – subsidiaries		—			597,002			—			—
Bad debt expense		(155174	)		(96,271	)		(21,289	)		(34,313	)
Interest expense		(26,836	)		0			(2,937	)		(640	)
Other income, net		19,631
Total other income (expense)		(162,379	)		500,731			(24,226	)		(34,953	)
Income before provision for income taxes		266,926			(285,206	)		(149,033	)		160,284
Income tax expense		24,110			47,626			5,102			8,521
Net income (loss)	$	242,816		$	(332,832	)	$	(154,135	)	$	151,763

Foreign exchange (income) expense		97,910			83,578			(2,955	)		46,361
Total Comprehensive Income (loss)	$	144,906		$	(416,410	)	$	(151,181	)	$	105,402

Weighted average shares of Common Stock outstanding – basic and diluted(1)		48,259,753			41,397,492			54,976,036			45,664,753
Net loss per share of Common Stock – basic and diluted		0.0030			(0.0101	)		(0.0027	)		0.0023
Pro forma number of common shares outstanding – basic and diluted(2)		48,259,753			41,397,492			54,976,036			45,664,753

____________

(1) See Notes 1 and 2 to our annual financial statements and our interim condensed financial statements, respectively, each included elsewhere in this prospectus, for an explanation of the method used to calculate historical and pro forma net loss per share, basic and diluted, and the weighted-average number of shares of Common Stock used in the computation of the per share amounts.

(2) Reflects the numbers of shares of Common Stock issued and outstanding after the Offering.

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	December 31, 2022			December 31, 2022		December 31,
	December 31, 2022			December 31, 2022		2021			2020
	Actual			As Adjusted(1)(2)		restated
Cash and cash equivalents	$	113,155		$	[____]	$	331,523		$	74,467
Accounts Receivable		1,408,760			[____]		824,902			332,185
Prepaid expenses and other current assets		99,644					229,836			31,003
Total current assets		1,621,559			[____]		1,386,261			437,655
Total non-current assets		424,421			[____]		442,120			30,790
Total assets		2,045,980			[____]		1,828,381			472,403
Accounts payable, accrued expenses and other current liabilities		1,222,865			[____]		1,439,153			348,472
Deferred revenue		867,360			[____]		1,021,068			709,734
Long term debt payable to stockholders		583,840			662,709		526,777			135,758
Total liabilities		2,674,065			[____]		2,986,998			2,158,747
Total equity		(628,085	)		[____]		(1,158,617	)		(1686,344	)
Total liabilities and stockholders’ equity (deficit)	$	2,045,980		$	[____]	$	1,828,381		$	472,403

____________

(1) Gives effect to the issuance and sale of shares of our Common Stock in this offering at the assumed Offering price of $_____ per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(2) The pro forma as adjusted information is illustrative only and will depend on the actual Offering price and other terms of this offering determined at pricing. A $____ increase (decrease) in the assumed Offering price of $_____ per share would increase (decrease) each of cash, total assets and total stockholders’ equity (deficit) by $_____ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions. Similarly, each increase (decrease) of _____ million shares in the number of shares of Common Stock offered by us would increase (decrease) each of cash, total assets and total stockholders’ equity (deficit) by $_____ million, assuming the assumed Offering price of $_____ per share remains the same, and after deducting estimated underwriting discounts and commissions.

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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

We have generated negative cash flow from operating activity during the quarter ended March 31, 2023 and the year ended December 31, 2022.

We used net cash for operating activities of $30,854 and $97,523 for the periods ended March 31, 2023 and December 31, 2022, respectively. To the extent that we have negative operating cash flow in future periods we may need to allocate a portion of any available cash reserves to fund such negative cash flow or raise additional equity or debt capital. There can be no assurance that we will be able to continue to generate a positive cash flow from operations, that additional capital or other types of financing will be available when needed or that these financings will be on favorable terms.

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 2021 and 2022 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.

Prior to the fiscal year ended December 31, 2022, we reported net losses. For the fiscal year ended December 31, 2022, the first year we generated net income, we reported net income of $242,816. However, for the quarter ended March 31, 2023 we reported a net loss of ($161,407). Based upon our current business plan, our ability to continue generating profits from operations is dependent upon increasing sales. However, there can be no assurances 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

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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.

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 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. 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.

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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 39.26% and 27,3% of our revenues for each of the years ended December 31, 2022 and 2021, 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

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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.

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

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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.

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. Muscope’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

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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.

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.

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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 a 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.

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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.

If our listing application for our Common Stock is not approved by Nasdaq, we will not be able to consummate the offering and will terminate this offering.

We have applied to have our Common Stock listed on Nasdaq under the symbol “EAXR,” which listing is a condition to this offering. No assurance can be given that our application will be approved and that our Common Stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and will terminate this offering. Failure to have our Common Stock listed on Nasdaq would make it more difficult for our stockholders to dispose of our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.

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

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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.

We are not currently listed on Nasdaq. We have applied to have our Common Stock listed on Nasdaq. 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 Nasdaq, most of our senior management team will have limited experience managing a Nasdaq traded company and regulatory compliance may divert their attention from the day-to-day management of our business.

We are not currently listed on Nasdaq. We have applied to have our Common Stock listed on Nasdaq. 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 Nasdaq is approved, most of the individuals who will constitute our senior management team have limited experience managing a Nasdaq-traded company and limited experience complying with the increasingly complex laws pertaining to public companies listed on Nasdaq. The senior management team may not successfully or efficiently manage the transition to a being Nasdaq-traded company that is subject to significant regulatory oversight and reporting obligations under United States securities laws and Nasdaq Listing Rules. 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).

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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.

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.

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Risks Related to Our Securities

Our President and Executive Chairman of the Board, Enea Angelo Trevisan, has a substantial influence over our Company. His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions.

As of the date of this prospectus, Mr. Trevisan, our President and Executive Chairman of the Board, holds approximately 99% of the voting power of the Company. Upon the completion of this offering, Mr. Trevisan will hold 99% of the voting power of the Company.

Accordingly, Mr. Trevisan 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. Mr. Trevisan will also have the power to prevent or cause a change in control. Without the consent of Mr. Trevisan, we may be prevented from entering into transactions that could be beneficial to us or our minority stockholders. In addition, Mr. Trevisan could violate his fiduciary duties by diverting business opportunities from us to himself or others. The interests of Mr. Trevisan 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 Mr. Trevisan and his ownership of our securities, see “Security Ownership of Principal Stockholders and Management.”

We are a “controlled company” defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, 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.

We expect that our President and Executive Chairman of the Board, Enea Angelo Trevisan, will own a majority of our Common Stock following this offering. Under the Nasdaq Listing Rules, 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.

We have considerable discretion as to the use of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

We intend to use the proceeds from this offering to make acquisitions and obtain partnerships, invest in technology, expand our sales team and marketing efforts, and general working capital and other corporate purposes. However, we have considerable discretion in the application of the proceeds. Because of the number and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. You will not have the opportunity, as part of your investment decision, to assess

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whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds” below for more information.

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 such as the Nasdaq. 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 Nasdaq.

Prior to this offering, there was a limited public market for our Common Stock. We have applied to list our Common Stock on Nasdaq concurrently with the closing of this offering. However, we may not meet or maintain certain qualifying requirements for Nasdaq. If we are unable to meet these requirements, we may be limited to trading conducted on OTC Pink and we may elect to not proceed with this offering.

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 the Nasdaq, 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 have applied to list our Common Stock on the Nasdaq under the symbol “EAXR”. In the event our Common Stock begins trading on the Nasdaq, 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 the Nasdaq 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;

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• 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.

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

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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 Nasdaq.

As a Nasdaq-listed company, 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 Nasdaq impose various requirements on Nasdaq-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.

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.

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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.

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.

Our existing stockholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Common Stock.

Our directors, officers and holder(s) of five percent (5%) or more of the outstanding shares of Common Stock of the Company will agree not to sell, transfer or dispose of any shares or similar securities for a period of six month from date of completion of Offering. See “Underwriting — Lock-Up Agreements.” Our existing stockholders may be able to sell their Common Stock under Rule 144 following the expiration of that lock-up period. Because these existing stockholders have paid a lower price per Common Stock than participants in this offering, when they are able to sell their shares under Rule 144 following the expiration of that lock-up period, they may be more willing to accept a lower sales price than the offering price, which could impact the trading price of our Common Stock following the completion of the offering, to the detriment of participants in the Underwritten Offering. Under Rule 144, before our existing stockholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Common Stock to be sold pursuant to Rule 144 during the pendency of this offering.

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.

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of shares of our Common Stock in this offering will be approximately $ , based on an assumed initial Offering price of $ per share of Common Stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full to cover over-allotments, if any, we estimate that our net proceeds will be approximately $ after deducting underwriter discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial Offering price of $ per share would increase or decrease, as applicable, the net proceeds to us from the sale of shares of our Common Stock in this offering by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same (assuming no exercise of the underwriter’s over-allotment option) and after deducting estimated underwriting discounts and commissions and estimated offering payable by us. Similarly, each increase or decrease of shares in the number of shares offered by us would increase or decrease the net proceeds to us from the sale of our Common Stock in this offering by approximately $ million, assuming no change in the assumed Offering price of $ per share and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

We intend to use the net proceeds from the Offering as follows:

Mergers & Acquisitions: 44%

Research & Development: 25%

Acquisition of complementary technologies: 12%

Hiring of additional personnel: 10%

Marketing activities: 9%.

As of the date of this prospectus, we have had preliminary discussions with certain potential targets. However, we have not entered into any agreement, binding or non-binding, with any such potential targets.

The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments, and U.S. government securities.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Common Stock of the Company is currently trading on the OTC Pink market under the symbol “EAXR.” The following information reflects the high and low closing prices of the Company’s Common Stock on the OTC Pink market:

On August 9, 2023, the closing price of our Common Stock was $4.00 per share.

We also have outstanding 1,000,000 shares of our Series Z Preferred Stock, par value $0.001 per share, 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. All of the Series Z Preferred Stock are held by our President and Executive Chairman of the Board, Enea Angelo Trevisan.

Holders

As of August 10, 2023, we have 63,282,036 shares of Common Stock issued and outstanding held by 535 stockholders of record. The number of record holders does not include persons who hold our Common Stock in nominee or “street name” accounts through brokers.

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DIVIDEND POLICY

We have never declared or paid any cash dividend on our Common Stock or preferred stock. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future and we intend to retain all of our earnings, if any, to finance our growth and operations and to fund the expansion of our business. Payment of any dividends will be made at the discretion of our Board, after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. Any dividends that may be declared or paid on our Common Stock, must also be paid in the same consideration or manner, as the case may be, on our shares of preferred stock, if any. Our Series Z Preferred Stock ranks on parity with our Common Stock with respect to dividend rights.

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CAPITALIZATION SPECIAL NOTES

The following table sets forth our cash and capitalization as of March 31, 2023:

• on an actual basis; and

• on an as adjusted basis to give further effect to our issuance and sale of shares of our Common Stock in this offering at an assumed initial Offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma and pro forma as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the initial Offering price of the Common Stock and other terms of this offering determined at pricing. You should read the following table in conjunction with “Use of Proceeds,” “Summary of Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Securities” and other financial information contained in this prospectus, including the financial statements and related notes appearing elsewhere in this prospectus.

	March 31, 2023			March 31, 2023
	Actual			As Adjusted(1)
Cash and cash equivalents	$	53,632		$	[____]

Long term debt payable to stockholders	$	581,695			[____]

Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, Series Z Preferred Stock, par value $0.001 per share, 1,000,000 shares issued and outstanding actual and as adjusted		1,000			[____]
Common stock, $0.001 par value, 300,000,000 shares authorized, 57,332,036 and [Xxx,xxx,xxx] shares issued and outstanding as of actual and as adjusted, respectively		57,332			[____]
Additional paid-in capital		3,170,294			[____]
Accumulated other comprehensive loss		(172,504	)		662,709
Total stockholders’ equity		462,228			[____]
Total capitalization)	$	1,043,923		$	[____]

____________

(1) The as adjusted balance sheet data in the table above reflects the sale and issuance by us of shares of our Common Stock in this offering, based upon the assumed Offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial Offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the amount of cash, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of shares in the number of shares of Common Stock offered by us would increase (decrease) cash, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $ million, assuming the assumed initial Offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual Offering price and other terms of this offering determined at pricing.

The number of shares of Common Stock to be outstanding after this offering is based on 54,976,036 shares of Common Stock outstanding as of August 10, 2023.

You should refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes contained elsewhere in this prospectus in evaluating the material presented above.

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DILUTION

If you invest in our Common Stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial Offering price per share of our Common Stock and the pro forma as adjusted net tangible book value per share of our Common Stock immediately after this offering.

Our historical net tangible book value as of December 31, 2022 was ($628,085), or ($.0.013015 per share of Common Stock. Historical net tangible book value per share represents historical net tangible book value (deficit) divided by the number of shares of our Common Stock outstanding as of December 31, 2022.

After giving further effect to (i) our issuance and sale of shares of Common Stock in this offering at the initial Offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions, estimated offering expenses payable by us, and (ii) the application of the net proceeds from this offering as described in the section of this prospectus entitled “Use of Proceeds,” our as adjusted net tangible book value as of March 31, 2023 would have been approximately $ million, or approximately $ per share. This represents an immediate increase in as adjusted net tangible book value per share of __ to our existing stockholders and an immediate dilution in as adjusted net tangible book value per share of approximately $__ to new investors purchasing Common Stock in this offering. Dilution per share to new investors purchasing Common Stock in this offering is determined by subtracting as adjusted net tangible book value per share after this offering from the assumed initial Offering price per share paid by new investors.

The following table illustrates this dilution on a per share basis to new investors:

The pro forma information discussed above is illustrative only and will change based on the actual initial Offering price, number of shares and other terms of this offering determined at pricing.

Each $1.00 increase (decrease) in the assumed initial Offering price of $ per share would increase (decrease) the as adjusted net tangible book value per share after this offering by $ per share and the dilution to new investors purchasing Common Stock in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase of shares in the number of shares offered by us would increase the as adjusted net tangible book value per share after this offering by $ per share and the dilution to new investors purchasing Common Stock in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of shares in the number of shares offered by us would increase the as adjusted net tangible book value per share after this offering by $ per share and the dilution to new investors purchasing Common Stock in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of Common Stock in this offering in full at the assumed initial Offering price of $ per share, and assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, the as adjusted net tangible book value per share after this offering would be $ per share, and the dilution in as adjusted net tangible book value per share to new investors purchasing Common Stock in this offering would be $ per share.

The number of shares of Common Stock that will be outstanding after this offering is based on 48,259,753 shares of Common Stock outstanding as of January 4, 2023.

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The following table summarizes, on an as adjusted basis as of December 31, 2022, after giving effect to our issuance and sale of shares of Common Stock in this offering at the initial Offering price of $ per share, the total consideration paid or to be paid and the average price per share paid or to be paid by existing stockholders and by new investors in this offering, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing Common Stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.

	Shares Purchased		Total Consideration		Average Price Per Share
	Number	Percentage	Number	Percentage	Average Price Per Share
Existing stockholders before this offering
Investors participating in this offering
Total capitalization

The table above assumes no exercise of the underwriters’ option to purchase additional shares in this offering. If the underwriters’ over-allotment option to purchase additional shares is exercised in full, the number of shares of our Common Stock held by existing stockholders would be reduced to % of the total number of shares of our Common Stock outstanding after this offering, and the number of shares of Common Stock held by new investors participating in the offering would be increased to % of the total number of shares outstanding after this offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of our financial condition and plan of operations together with our selected financial data, financial statements and the related notes, and other financial information appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

Company Overview

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• ReputScore is our latest offering, an app, currently under development. This service is designed to offer an individual or business an immediate and broad overview of such person’s or company’s web reputation. The app scans the Internet to analyze the sentiment which is mostly associated with the client, and we then assign a score from 1 to 1,000 (where a higher number denotes a more positive sentiment).

Revenues

We derive our revenues from online reputation management services, which we refer to as ORM. Our products and services include: WEBiD, Ealixir Removal, Ealixir Story, NewsDelete, Ealixir Analytics, Ealixir Event Launch and ReputScore. Revenue consists of the invoiced value for the sales, net of value-added tax (“VAT”), business tax, and applicable local government levies.

The following factors affect the revenues we derive from our operations.

Maintain our competitive advantages. Based on our strength in research and development, 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.

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 Enea Angelo Trevisan, our founder, Executive Chairman and President. We have obtained non-compete agreements and confidentiality agreements from our scientist and technique staffs 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.

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Impact of COVID-19. In December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of the virus resulted in a world-wide pandemic. By March 2020, the world’s economies had been largely shut down by mass quarantines and government mandated stay-in-place to halt the spread of the virus. Since Ealixir is a web-based company, its operations have not been affected by the above-mentioned restrictions, having the employees continued their works remotely from their homes. However, some contracts were suspended since the clients asked to put them on hold temporarily. The contracts were resumed in 2021 (see details below under “Revenues”).

Costs and Expenses

We primarily incur the following costs and expenses:

Costs of revenues. Cost of revenues consists primarily of specialized employees specializing in information technologies and overhead expenses necessary to deploy products and services in the ORM marketplace. We expect our cost of revenues to increase in absolute dollars as we acquire more significant amounts of complementary technologies and expand our IT staff to support our continued growth. We expect our cost of revenue as a percentage of revenue to maintain stable.

Selling, general and administrative expenses. Selling, general and administrative expenses consist primarily of compensation expense for our corporate staff in supporting departments, research and development expense, communication costs, welfare expenses, education expenses, professional fees (including consulting, audit and legal fees), travel and business hospitality expenses. We anticipate that our administrative expenses, particularly those related to support personnel costs, professional fees, as well as Sarbanes-Oxley compliance, will increase when we are a senior exchange listed company in the United States.

Income tax expense. We account for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. As Ealixir Inc. had no operating profit or tax liabilities for the years ended December 31, 2022 and 2021, our income tax expense reflects income tax paid.

The following factors affect our cost of revenues and expense.

Price fluctuation and foreign exchange of ORM services. Our industry is often affected by changes in national, regional or local economic conditions; currency fluctuations; demographic trends; traffic patterns; and disposable purchasing power. Additionally, we operate in several geographical locations and as such are exposed to three types of foreign exchange risk: transaction risk, translation risk, and economic risk. Although currency markets are stable, we could be impacted by inflation, interest rate fluctuation and recession in coming years.

Prevailing salary levels. Our cost of revenues is impacted by prevailing salary levels. Although we have not been subject to significant wage inflation in the United States, a significant increase in the market rate for wages could harm our operating results and our operating margin. Our ability to attract, retain, and expand our senior management and our professional and technical staff is an important factor in determining our future success. The market for qualified IT professionals is competitive. From time to time, it may be difficult to attract and retain qualified individuals with the required expertise at a fair wage. An increase in compensation of our scientists and researchers may increase our operating cost.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.

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Revenue Recognition — On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of 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. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018.

In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: (1) Identify the contract with the customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to the performance obligations; and (5) Recognize revenue when (or as) performance obligations are satisfied.

Reported revenue will not be affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company did not incur in any additional to obtain a contract in any period due to the adoption of Topic 606.

There are also certain considerations related to accounting policies, business processes and internal control over financial reporting that are associated with implementing Topic 606. The Company has evaluated its policies, processes, and control framework for revenue recognition, and identified and implemented the changes needed in response to the new guidance.

Lastly, disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years, any significant reversals of revenue, and costs to obtain or fulfill contract.

The Company generates revenue from service contracts with certain customers. These contracts are accounted for under the proportional performance method. Under this method, revenue is recognized in proportion to the value provided to the customer for each project as of each reporting date.

Allowance for Doubtful Accounts

We are required to make judgments as to the realizability of our accounts receivable. We make these assessments based on the following factors: (a) historical experience, (b) customer concentrations, (c) customer credit worthiness, (d) current economic conditions, and (e) changes in customer payment terms.

Accounting for Stock Based Compensation

Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s Common Stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations.

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We engaged an independent consultant to perform a fair value analysis of the Company’s enterprise and equity instruments as of December 31, 2021 and 2022 utilizing the method as defined in Statement of Financial Accounting Standard No. 820–10–35–37, as defined by FASB in ASC 820. The enterprise value was estimated using an income approach and a discounted cash flow method with the terminal value based on a Gordon Growth method and a market approach using current measures. The conclusion was that the enterprise Common Stock fair value as of December, 2021 and 2022 (rounded) was, respectively, $0.049 and $0.138.

Plan of Operation

Ealixir intends to hire several new sales and sales support individuals to help generate additional revenue through the use of the Ealixir Removal platform. Ealixir’s sales team will focus on law firms, financial services and advertising agencies to help increase both supply and demand across the Ealixir Removal platform. The Ealixir Removal platform creates three revenue streams for Ealixir. The first is licensing the Ealixir Removal platform as a white-label product for use by law firms. Under the white-label scenario, the user licenses the technology and is responsible for running its own business operations and is billed a percentage of volume run through the platform. The second revenue stream is a managed services model in which the user is billed a higher percentage of revenue run through the platform, but all services are managed by the Ealixir/Ealixir Removal team. The third revenue model is a seat model, where the user is billed a percentage of revenue run through the platform and business operations are shared between the user and the Ealixir/Ealixir Removal team. The goal of the sales team is to inform potential users of the benefits in efficiency and effectiveness of utilizing the end-to-end, fully integrated ORM platform created by Ealixir Removal.

Going Concern

The report of our independent auditor that accompanies our consolidated financial statements includes an explanatory paragraph indicating there is 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. There are no assurances that we will generate profits from operations. 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.

Results of Operations

Comparison of the quarters ended on March 31, 2023 and 2022 and the years ended on December 31, 2022 and December 31, 2021.

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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.

	Year Ended December 31,						Quarter Ended March 31,
	2022			2021			2023			2022
				restated						restated
Total Revenue	$	4,140,031		$	3,538,007		$	1,747,401		$	1,246,808
Cost of sales		877,279			864,209			217,429			245,874
Gross profit		3,262,752			2,673,798			1,529,972			1,000,934

Operating expenses:
Stock compensation expense		367,138			456,811			926,847			9,028
General and administrative		1,547,784			2,843,996			419,673			482,623
Directors’ salaries		273,651			10,000			62,500			144,241
Personnel – Gross		644,874			148,928			245,759			169,805
Total operating expenses		2,833,447			3,459,735			1,654,779			805,697
Profit (Loss) from operations		429,305			(785,937	)		(124,807	)		195,237

Other income (expense):
Gain on disposition – subsidiaries					597,002
Bad debt expense		(155174	)		(96,271	)		(21,289	)		(34,313	)
Interest expense		(26,836	)		0			(2,937	)		(640	)
Other income, net		19,631
Total other income (expense)		(162,379	)		500,731			(24,226	)		(34,953	)

Income before provision for income taxes		266,926			(285,206	)		(149,033	)		160,284
Income tax expense		24,110			47,626			5,102			8,521
Net income (loss)	$	242,816		$	(332,832	)	$	(154,135	)	$	151,763

Foreign exchange (income) expense		97,910			83,578			(2,955			46,361
Total Comprehensive Income (loss)	$	144,906		$	(416,410)		$	(151,181	)	$	105,402

Weighted average shares of Common Stock outstanding – basic and diluted(1)		48,259,753			41,397,492			54,976,036			45,664,753
Net loss per share of Common Stock – basic and diluted		0.003003			(0.0101	)		(0.0027	)		0.0023
Pro forma number of common shares outstanding – basic and diluted(2)		48,259,753			41,397,492			54,976,036			45,664,753
Pro forma earnings per share – basic and diluted		0.003003			(0.010059	)		(0.002750	)		0.002308

Revenues

Revenues were $4,140,031 for the year ended December 31, 2022, as compared to $3,538,007 for the year 2021, an increase of approximately $0.6 million or 17%. The increase was due to new agreements signed in 2022 and the progress in accrual of the new revenues coming from old contracts.

Revenues were $3,538,007 for the year ended December 31, 2021, as compared to $1,851,534 for the year ended December 31, 2020, an increase of approximately $1.7 million or 91%. The increase was primarily due to new agreements and to old agreements which were put “on hold” in 2020 due to COVID-19 restrictions. The combined effects of these two factors led to increased accruals for revenues, mainly for the services “Removal” and “Newsdelete”, mainly in the first two quarters of 2021.

Revenues were $1,747,401 in the first quarter for the year ended December 31, 2023, as compared to $1,246,808 for the first quarter for the year ended December 31, 2023, or an increase of 40%. The increase is due to more work in progress for the 2023, as per the ASC 606 relevance table.

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Cost of Sales

Cost of sales was $877,279 for the year 2022, as compared to $864,209 for the year 2021, an increase of approximately $0.01 million, or 2%. The increase has been, anyway, less than the increase in sales, thus marking a reduction of cost of sales in relative terms. Cost of Sales was $864,209 for the year ended December 31, 2021, as compared to $438,708 for the year ended December 31, 2020, an increase of approximately $0.4 million, or 49%. The increase was primarily due to commercial fees, as per the increase in sales and cash receipts.

Cost of sales was $217,429 in the first quarter 2023, as compared to $245,874 in the first quarter of 2022, or a decrease of 12%. The decrease is due to an improvement in efficiency in sellers’ fees.

Stock compensation expenses

Stock Based Compensation (“SBC”) costs are the countervalue of the shares issued to service providers at their fair value, as determined at $0.138 per share (see above for details on the valuation of the Common Stock) The expense depends upon the number of shares vested to service providers during the relevant period.

The SBC costs were $367,138 for the shares issued in 2022 (2,660,423 shares of Common Stock, of which $9,028 for the 65,423 shares of Common Stock issued in the first quarter ended March 31, 2023), and $456,811 for the shares issued in 2021 (9,431,866 shares of Common Stock).

The SBC costs were $962,847 for the shares issued in the first quarter ended March 31, 2023 (6,816,283 shares of Common Stock).

General and Administrative (G&A) Expenses

G&A expenses were $1,547,784 for 2022, as compared to $2,843,996 for the year 2021, a decrease of approximately $1.3 million, or -46%. The decrease was mainly due to the new employee hires in 2022, which improved work-flows and the adoption of more efficient accounting procedures and best practices.

G&A expenses were $2,843,996 for the year ended December 31, 2021, as compared to $1,843,449 for the year 2020, an increase of $1.0 million, or 54%. The increase was due to professional expenses, mainly accountants and lawyers; as regarded in relative terms, the incidence on sales decreased (88% in 2021 vs 99% in 2020).

G&A expenses were $419,673 in the first quarter ended March 31, 2023 2023, as compared to $482,623 in the same period in 2023, or -13%, marking a good progress in efficiency on G&A expenses and a decrease in consulting expenses.

Net Income

The net income from operations for 2022 was $242,816, or 6% of sales, as compared for 2021, when it was ($332,8320) or -9% of sales. The improvement in 2022 is attributable to more focused efforts in creating the organization necessary to move forward with internal governance and Ealixir network business.

No benefit for income taxes is provided for in the reported periods due to the full valuation allowance on the net deferred tax assets. Our ability to be profitable in the future is dependent upon the successful introduction and usage of our data collection and analysis including advertising, data licensing, footfall reporting, attribution reporting, real estate planning, financial forecasting and custom research services.

Net result from operations for the quarter ended March 31, 2023 was ($154,135), as opposed to the net operating profit of $160,791 for the same period ended 2022, or ($500,000). The change is due to the issuance of 6,716,283 shares of Common Stock to service providers, and the corresponding expenses of $926,847 (fair value of 0.138/share), in the quarter ended March 31, 2023.

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Foreign Exchange

Due to its significant impact, a mention is to be added to the exchange income/loss reported. Within Ealixir Group we have Ealixir USA and Ealixir Inc which report in USD, while Ealixir Hispania and ELAB report in EUR. In addition, we have clients in Europe with agreements in EUR and clients in USA with agreements in USD. As a result, when we finalize payments and recognize proceeds, the two streams of currencies can cross to each other, thus resulting in a misalignment in the EUR and USD operating cash-flows. Therefore, we sometimes need to settle payments in USD by using the collections in EUR, and vice versa. These misalignments generate foreign exchange income and losses, which are automatically recorded in our ERP, at the end of each reporting period. In addition, we experienced a strong fluctuation of EURUSD in the last two years: after falling from $1.2275 at the start of 2021, EUR/USD started 2022 at $1.1375. The pair rose to a high of $1.1495 in early February before steadily dropping to a low of $1.0380 on 13 May. Such fluctuations generate exchange rate gains and losses either when the settlement of the transactions occur (collections and payments) and when there is the closing of a reporting period (December of each financial year); in these occasions, the gain/loss differences are merely of accounting nature, since they do not originate from cash settlements, but only from the revaluation of the unsettled balances.

Liquidity and Capital Resources

Ealixir had in the past years a history of operating losses, and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit reports for the fiscal year ended December 31, 2021.

Our principal liquidity requirements are for working capital to fund our operating expenditures. We fund our liquidity requirements primarily through cash on hand, cash flows from operations, and equity placements, along with minor financing from the major stockholder in the amount of $100,000. As of December 31, 2022 and December 31, 2021 we had $113,155 and $331,523 of cash and cash equivalents, respectively. As of March, 2023 our cash balance was $52,632.

Ealixir realized a profit for the year 2022 of $242,816, with a margin of 6%, whereas in 2021 we incurred in a loss ($-332,832). The negative operating cash flows ($97,522) is due to either to an unexpected decrease in collections and to the settlement of the mentioned professional fees for listing; therefore, we believe that our cash flow from current operations, eventually supported by the expected resumption in the collections of some overdue, will be sufficient to meet our commitments and fund our planned operations for the months to come, although this estimation assumes that we do not face unexpected events, costs, or contingencies, any of which could adversely affect our liquidity and cash requirements.

Ealixir Privacy Services Ltd was incorporated in Ireland, which was merged into Ealixir, Inc. in May 2020. Our Company commenced operations in 2018 and was initially funded by Enea Angelo Trevisan our founder, who has funding demand loans to our Company that are being regularly repaid in 2023. Since 2020, we have relied on equity financing from outside investors to supplement our cash flow from operations and expect this trend to continue in 2023, while the cash flow from our marketing operations is expected to become more substantial by the end of 2023.

Recent Financings

We have completed various other financings as described under the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements

As of December 31, 2022, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

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BUSINESS

Overview and Recent History

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 private information by third parties, especially in the context of having the right to remove information from doxing (referring to unauthorized release of personal identifying information), libel or slander or any other similar content with malicious intent. We believe our philosophy is underpinned in law in the European Union by Directive 95/46/EC of October 24, 1995, which regulates the processing of personal data within the European Union, as well as other regulations.

We strive to enhance the image, legacy and the web-reputation of our customers by creating positive links and original customized content, which is then disseminated online through a network of newspapers, agencies and websites with whom we work. We aim to achieve this goal by providing seven distinct but synergic services: Ealixir Removal, Ealixir Story, NewsDelete, WEBiD, ReputScore, Ealixir Analytics and Ealixir Event Launch, each of which is explained below.

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 June 1, 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.

Between August 3, 2020 through April 30, 2021 we undertook two offshore private offerings of our Common Stock wherein we sold an aggregate of 271,200 shares of our Common Stock for gross proceeds of $678,000 ($2.50 per share) to 22 investors.

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Our Company

Ealixir, Inc. 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 private information by third parties, especially in the context of having to the right to remove information from doxing (referring to unauthorized release of personal identifying information), libel or slander or any other similar content with malicious intent.

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. 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 an extensive network of newspapers, agencies and websites with whom we work.

As a company we will continue to advocate our philosophy of the “right to be forgotten” helping 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.

We have developed, and aim to continuously improve, proprietary technological tools to enhance the effectiveness of our services, including an algorithm capable of analyzing 90 million pieces of information in a tenth of a second so as to quickly monitor all sources of news related to the inquiries requested.

Material Terms of Agreements with Customers

For the provision of our services, the agreements we enter into with customers typically include the following key terms:

• Scope of Services. Based on each customer’s specific requests, we provide services of (1) semantic analysis of the web, qualitative and quantitative research of the keywords associated with the name, verification of presence in the main black-lists worldwide and feasibility studies, (2) cancellation, anonymization, de-indexing, modification or downgrade in the page rank of contents in the links listed in the agreement, and/or (3) cancellation of certain name, as specified by the customer, from blacklists.

• Performance Requirements. We guarantee the result of our services as requested by the customer in the agreement. For any object contents not cancelled, de-indexed, modified, or anonymized as explicitly requested in the agreement, the customer will be entitled to a refund for the amount proportional to such incomplete services.

• Service Fees. We agree and set out in the service agreements the service fees and payment terms. The service fees are calculated based on the specific services requested by the customer. Normally, 50% of the total fees are due upon executing the agreement, another 25% of the fees should be paid within 30 days from the execution of the agreement, and the remaining 25% should be paid within 60 days from the execution of the agreement.

• Term of Service. Our customer agreements typically specify a fixed term for the provision of services.

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For financial metrics, Ealixir monitors and endeavors to maintain a high operating margin for each individual customer agreement. This metric is used to facilitate an operating model which allows Ealixir to sustain its operations through revenues and not borrowings or debt.

Ealixir assesses its clients’ level of satisfaction by conducting interviews during the term of our agreement with a client, rating the level of clients’ expectations with respect to the progress of the service provided. All agreements with customers provide for 100% client satisfaction. If a client is not satisfied with our services, we undertake to compensate the client pursuant to certain terms of our standard form of agreement. If one or more of the links and/or content provided to us by the client is not canceled, de-indexed, modified or anonymized, the client is entitled to a refund for the amount proportional to the services not provided. As of the date of this prospectus, the Company had not had any client request a refund under the “Result Obligation” clause of the Company’s contracts. As such, this serves as a key performance indicator (KPI). This metric also underscores the Company’s consistency in meeting the client’s expectations as outlined in their agreements. This KPI is regularly reviewed by the Company to ensure that the desired results are consistently met, and it guides ongoing efforts to enhance service delivery and maintain client satisfaction levels.

In terms of customer metrics to monitor or evaluate key factors that affect the Company’s performance, the Company is committed to assessing client satisfaction through a comprehensive methodology, which includes a custom satisfaction survey planned to be implemented starting September 2023. This survey will be delivered to clients via Google Forms and is designed to be completed within a brief three-minute timeframe. After the Company completes work on a client’s file, the Company will send an email to the client to participate in the survey. The survey comprises a combination of quantitative and qualitative questions, allowing clients to provide specific feedback on their experiences with the Company’s services. The central metric in this context is the “Client Satisfaction Rating,” which will be generated by analyzing the responses from the upcoming Google Forms survey. The survey results will yield a satisfaction rating ranging from 1 (indicating “Not at all satisfied”) to 5 (indicating “Extremely satisfied”). The calculation process involves assigning numerical values to the various responses within this 1-5 range, thus quantifying the overall level of client satisfaction. Additionally, qualitative feedback collected from the survey will be carefully reviewed to gain deeper insights into specific areas of excellence and potential areas for enhancement. The impending implementation of the Client Satisfaction Rating survey via Google Forms offers insights to both the Company and its investors. This metric will provide visibility into client sentiment, offering a measure of the Company’s ability to meet client expectations. The new survey’s quantitative and qualitative data will contribute to assessing the quality of the Company’s services, client loyalty, and potential for repeat business. Investors can rely on this forthcoming metric to evaluate Company’s client-centric approach and its potential impact on long-term business growth. The Client Satisfaction Rating survey will also play a role in the Company’s strategies. The feedback collected through this survey will enable the Company to make decisions regarding service enhancements, process improvements, and resource allocation. By actively engaging with client feedback, the Company can address any potential issues promptly, ensuring continuous improvement and heightened client satisfaction.

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, 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 potentials 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. The Internet and its various platforms have we believe become a new media battlefield which can be used to destroy brand and reputation. Our purpose as a company is to provide protection against these unwarranted and often spurious attacks, through a technical approach to permanent content removal. We have witnessed the repercussions that negative online content can bring to both businesses and individuals and fight to give our clients back control over their online presence.

Our principal offices are located at 40 SW 13th Street, Penthouse 1, Miami, Florida 33130. And our phone number is 305-958-3438. Our website is www.ealixir.com.

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Our Services

We currently offer seven services to individuals and businesses, including:

• WEBiD is a detailed report cover the past ten years of all 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. Through our social listening tools we can measure online conversations on over 90 million sources; identify critical issues; and advice on what we believe would the best strategy to address them. Our service is completely based on artificial intelligence, thus working with aseptic accuracy and without subjective determinations. To do this, we evaluate the textual content of search results, including in the “News” or “Images” section. We analyze the suggestions and correlated research associated with the client and the trending topics around which the main discussions about the client are developing. 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. WEBiD is often the initial step in our customer relationship, leading then to the provision of one or more of our more specific, and more value added, services.

• Ealixir Removal — This service 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. We begin by conducting a thorough search (including by utilizing an algorithm capable of analyzing 90 million pieces of information in a tenth of a second) to identify content relating to the customer. We then prepare a report, where we set out our findings and in particular those links and content which is harmful to the client’s reputation. Once we have agreed with the customer on what negative content should be removed (and can be removed, taking into consideration certain legal and regulatory constraints), we contact the source responsible for the content and we initiate the request for the removal. While this process is on-going, the customer can monitor the progress of the effort in real time, by accessing a private monitoring area on our website (www.ealixir.com) which is accessible from mobile and fixed devices. We also send regular email alerts to update on the results achieved (for example: each time an unwanted link has been removed). Ultimately, the unwanted contents and links are deleted, de-indexed or modified. Once removed or de-indexed, links can no longer reappear or be prioritized once more.

• 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, it becomes apparent the need to replace the content which was removed with new and positive content. 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 a several outlets (in most instances, without any “sponsored content” legend or equivalent label). To achieve this, we begin by employing our algorithms to determine what topics are trending in the jurisdiction of residence or of interest to our client, and we aim to find a match for areas on which our client can be considered an expert or in any event his or her opinion would be considered relevant. We then procure one of more articles to be written on the topic (or topics) and within each such article our client is featured as a relevant expert or subject. We work with over 1,250 online news outlets, newspapers and content providers who receive compensation to host the agreed-upon content, which in turn is created by a team of over 250 professional journalists across the world, covering six languages. Certain media outlets have a domain authority (“DA”) and page authority (“PA”) score of 60 or above, with DA and PA being the two indices used by Google to measure the credibility of a media source, thereby endeavoring to provide positive SEO positioning. Every Ealixir Story bundle includes a certain number of top-tier media, depending on the number of publications. We use an index called GlobalRank to evaluate the score of a source. GlobalRank is a tool developed by SimilarWeb Ltd., an Israeli software development and data aggregation company specializing in web analytics, web traffic and performance. A GlobalRank between 1 and 150,000 is considered by us as

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a top-tier source. Due to the number of such outlets and their credibility, these stories and contents are often thereafter independently picked up by other news outlets and the positive reputation of the client further spreads online in an organic manner. The final result we aim to achieve is the creation of positively trending web reputation for the client as an expert or reputable source within certain professional sectors, supported by the quality of information conveyed, the number of credible and authoritative websites on which it is hosted, and the number of new positive-trending links appearing on the Internet. Once this process is completed, we use our WEBiD service, at no additional cost for the client, to measure the improvement in the client’s web reputation.

We believe this service to be more effective than what could be achieved by competing providers such as from PR agencies due to the fact that the positive content is contained in, and delivered by, news features and articles carried by reputable outlets. As a result, it is likely to generate more genuine and persuading engagement with the readers. Additionally, the credibility of the initial article often leads other outlets to independently pick up and further spread the story. Such spread of positive links tends to offset and drown out any residual (or future) negative links that may appear.

• 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 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. We work 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.

• ReputScore is our latest offering which is an app currently under development. It is designed to offer an individual or business immediate and broad overview of a such person’s or company’s web reputation. Through our algorithm which, as mentioned, allows us to filter through 90 million pieces of information in a tenth of a second, we scan the Internet to determine the sentiment which is mostly associated with our client. We then assign a score from 1 to 1,000 (where a higher number denotes a more positive sentiment). The service is available at no charge, by downloading an application from the AppStore, available in 6 languages. The aim is to provide prospective customers with an immediate and user-friendly tool to obtain an accurate awareness of the sentiment associated with its web reputation, which then offers us an opportunity to promote our more value-added services. We expect this service to available to our new and existing customers in 2024.

Industry Overview

The online reputation market 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 quantity.

Online reputation management statistics for 2022 provide an indication of the potential size of this market.

• 85% of consumers trust online reviews as much as personal recommendations.

• Nearly 3 out of 4 consumers trust a company more if it has positive reviews.

• 60% of consumers say that negative reviews made them not want to use a business.

• 49% of consumers need at least a four-star rating before using a business.

• Consumers read an average of 7 reviews before trusting a business.

• 97% of consumers search online for local businesses. 12% of consumers do so on a daily basis.

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• Every additional one-star Yelp rating results in an increase in a business’s revenue as high as 9%.

• Reviews that only gave 1 or 2 stars failed to convert 86% of prospective customers.

• Americans report telling more people about poor service (15 people on average) than about good experiences (11).

Search engine optimization (SEO) statistics

• Only 5% of people look past the first page of Google.

• 65% of consumers trust online search engines the most when researching a business.

• A page that ranks number one on Google generally gets 31.7 percent of the traffic.

• Google controls 75.34% of global desktop search traffic. Bing is number two at 9.94% of search engine market share.

• The two most important factors used by Google to determine search rankings are: high-quality content and link building.

• “Best” and “right now” mobile queries have grown by over 125% in the last two years.

Wikipedia statistics

• Wikipedia is on the first page of Google search results more than 50% of the time.

• Wikipedia ranks for as many as 99% of all search queries.

• Wikipedia appears in Google’s featured snippets 10 times more than any other website.

• Wikipedia articles have an accuracy rate of 80% compared with 95-96% accuracy within other sources.

• Less than 13% of Wikipedia contributors worldwide are women.

Recruiting and employment statistics

• 95% of businesses use social media in their recruiting process.

• Online social recruiting is rising in HR departments, having grown 54% in the past five years.

• 73% of companies consider LinkedIn the most effective site for finding qualified candidates.

• Up to 69% of job seekers reported they would reject a job offered by a company with a bad reputation, even when unemployed.

• If offered an increase in compensation of as much as 100%, 30% of the job seekers would still reject a job offer from a company with a bad reputation.

Social media statistics

• The average consumer mentions brands 90 times per week.

• 87% of people do comparative shopping for every purchase they make and shop on multiple channels.

• The purchase decisions of 78% consumers are influenced by social media posts.

• 54% of people use social media to research products.

• 71% of consumers who have had a positive experience with a brand on social media are likely to recommend the brand to their friends and family.

• 39% of customers only trust brands if they have interacted with them on social platforms.

• 76% of American consumers purchased a product after seeing a brand’s social post.

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• Videos are the #1 branded content used by marketers. Nearly 93% of marketers say they have gained a new customer thanks to videos on social media.

• 86% of B2B organizations prefer LinkedIn for social media marketing, while 98% of B2C companies report using Facebook.

Corporate social responsibility statistics

• 92% of consumers have a more positive image of companies that support social issues and environmental efforts.

• 63% of the public would give socially responsible businesses the benefit of the doubt during a crisis.

• 87% will purchase a product because a company advocated for an issue they cared about.

• 66% of consumers are willing to pay extra to patronize companies that are committed to CSR.

• 3.2X increase in trust when a company’s reputation score goes from average to excellent.

Cyber-security statistics

• More than 75% of attacks are initiated by email (Round Robin, 2020)

• Most consumers have experienced cybercrime, with around one in three reporting cybercrime in 2020. (Norton, 2021)

• The FBI received more than 2,000 cybercrime complaints daily in 2020. (FBI, 2020)

• The healthcare industry expects to spend nearly $125 billion on costs related to cyber-security between 2020 and 2025. (Cybersecurity Ventures, 2020)

• 58% of adults are more worried than ever about being a victim of cybercrime. (Norton, 2021)

• 53% of adults say they are unsure how to protect themselves against cybercrime. (Norton, 2021)

• 41% of people do not think their accounts are valuable enough to be worth a hacker’s time. (LastPass, 2020)

• 60% of users are willing to sacrifice their online privacy in exchange for the convenience of the Internet. (Norton, 2021)

We compete for these opportunities with a number of other providers. See: “Business — Competition”

Our Competitive Strengths

Our competitive strengths are comprised of the following elements:

• Full suite of solutions. Ealixir offers its individual and corporate clients a full suite of online reputation management solutions. To complement the removal of negative content and online defamation, we offer synergistic services to promote your positive online reputation and improve search results: WEBiD, Ealixir Removal, Ealixir Story, NewsDelete, Ealixir Analytics, Ealixir Event Launch and ReputScore. We expect to combine all of our current technology solutions into an integrated synergistic platform to provide individuals and companies a fully integrated reputation management offering.

• Highly relevant and targeted stories. Through Ealixir Story our algorithmic audience segmentation technology, we deliver targeted stories to high value audiences at opportune times. These audiences can be segmented across a broad spectrum of behavioral and demographic attributes.

• Experienced management team. We have a management team with deep operational experience in technology, artificial intelligence, software development, e-commerce, digital marketing, public relations and customer experience.

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• Deep data analytics. We gather vast amounts of data related to our clients online behavior and curate such online reputational management programs that provide valuable and actionable insights. These reports improve visibility into the client journey, enabling individuals and companies to measure and optimize their online presence while increasing their reputation credit value.

• Sophisticated machine learning technology. Our sophisticated machine learning technology anonymously predicts and updates the interests of consumers on sites where we place our services. We use our database of over 500 million machine profiles to develop audiences for our clients that are look- alike matches for actual purchasers of our clients’ products.

Our Growth Strategy

The primary elements of our growth strategy include:

• Expand Our Product Offerings and Partnerships. We believe we have a significant opportunity to leverage our current position within the online reputation management services vertical to bring future products to market. Moreover, we maintain a corporate culture that encourages new, innovative product development which we believe will result in the creation of products that will attract new customers. We also plan to grow with select partnership opportunities where the Ealixir brand fits.

• Expand salesforce to acquire new customers and online advertisers. We intend to increase our salesforce to expand our existing partnerships with leading online brands to aggressively activate new online partnerships and new brand advertiser relationships.

• Expand Across Our Existing Customer Base. We believe there are significant opportunities to continue to expand our relationships with existing customers. Every Ealixir product is designed to fit into a larger product ecosystem, which we believe allows us to build brand recognition and consumer loyalty across multiple products, providing us with the ability to sell other Ealixir products to our current customer base.

• Expand Our Global Reach. We believe there is significant potential to continue to grow our business in international markets because of how our products address demand for online reputation management services. We have established a strong presence in several key international markets such as Europe and Latin America, and continue to focus our revenue model in the United States. We expect to enter new international markets in the future, while continuing to expand our footprint in existing markets.

• Focus on SMBs. We believe that there is a significant opportunity for an online reputation management technology solution for SMBs seeking to improve their online reputational value without dealing with the many challenges of disjointed reputational programs that offer little end results. We intend to heavily market our platforms to SMB including professional organizations, online service organizations, and media outlets.

• Maintain innovation. We continue to develop and introduce new features and improved functionality to our platforms. Key initiatives include development of easy-to-use self-serve platforms for SMBs, and continued development of AI-enhanced marketing technologies, including, but not limited to, technology for syndicating customized rich media content and reputation management solutions based on consumer profiles and behavior.

We are also continually striving to improve the quality of our services. To this end, artificial intelligence technologies are of interest to us as they may enable us to further enhance the speed and accuracy of a search on the Internet for negative links or unwanted content or identify trending topics on which to elaborate our Ealixir Story content. Deep tech (and in particular data analytics and event stream processing) are also of interest to us, as streaming enables a real time elaboration of data, or a quicker response to specific events, the generation of more timely news alert, and in general allows a more tailor-made and responsive content.

Competition

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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.

We compete with a number of other companies in the web reputation market, such as:

• Reputation.com

• Terakeet

• Repair Bad Reputation

• Internet Reputation.com

• Brand Yourself

We also compete with traditional public relations and communication agencies. However, we believe that none of these competitors offers the breadth of the services we provide. While some of them focus on the removal of unwanted Internet links, and other 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”.

Pricing; Sales and Marketing

Pricing

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. Ealixir does not offer a monitoring service over the time, once the deindexation or the cancellation occurred. As a consequence, no subscription plan is offered.

Since each client needs a tailored service, the Company agrees on rates on a customized basis. In doing so, reference is made to the following pricing schedule:

• WEBiD — $5,000

• Ealixir Removal — $1,500 per link on average

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• 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 depends on the scope of the project.

• Event Launch — $150,000 starting price. Additional pricing depends on the scope of the project.

The 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.

Each for our services has a different price structure and applicable terms.

Customers of our Ealixir Removal service pay a price which varies depending on the scope of the service required (volume of links to be removed and estimated length of time which we expect will be required to complete the project). Once the objectives of the contract have been met, our agreement with the client terminates.

Customers of our NewsDelete service are similarly provided with a particular price contingent on the specific scope of work required. Frequently customers for this service are simultaneously, or have been previously, customers of the Ealixir Removal service, since the two services are synergic, with NewsDelete constituting the last stage in the removal of unwanted information from the Internet and other databases. Our fees for this service tend to be higher than for those payable for the Ealixir Removal due to the complexity of the effort required.

The price for our Ealixir Story service also depends on the scope of the campaign we are instructed to develop on behalf of the client; the number of news outlets and content providers to be involved and their profile.

On the other hand, our WEBiD service is offered at fixed price, which as of the date of this prospectus is USD 5,000. While the intensity of the efforts required will vary depending on the notoriety and complexity of the customer’s profile, we believe it is important to provide this service at a reasonable price, given that it is often the first instance in which our assistance is sought by client, leading then to the sale of our broader and premium services.

When entering into an agreement with our customers, we aim to clearly set out the objectives which we deem are achievable, to establish realistic expectations regarding the outcome of our work. We are then so confident about our ability to meet those objectives that we offer a money back guarantee to any customer who is not satisfied with the results we achieve. As of the date of this prospectus, and since the date of inception of our operations, no customer has exercised the right to be reimbursed.

Sales and Marketing

Our services are promoted through a network of independent contractors spread across the countries where we operate. Such independent contractors are paid a commission of up to 20% on the revenue generated by the customer relationships they have procured to the Company.

Most of these agents operate through a variety of traditional channels (including online), while others have been chosen due to the breadth of the personal relationships they have established with high-ranking individuals and other public figures, and therefore their effectiveness in reaching a key target audience for our service.

Our services are mostly targeted at corporations and individuals with high net worth and/or a public profile and are priced accordingly. Therefore, we do not employ mass-marketing tools and strategies, but instead rely on targeted marketing efforts, including through social media or professional networking sites (such as LinkedIn). To date, we have also benefited from recommendations and referrals from satisfied customers.

Intellectual Property

Although the success of our services relies significantly on proprietary algorithms which we have developed and continue to improve, to date which we maintain as trade secrets and without being published for patent protection. We have developed an internal trade secret policy to protect our economic value and competitive advantages.

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Although the success of our services relies significantly on proprietary algorithms which we have developed and continue to improve, we may are considering whether it would be in our best interest to obtain any patent protection in the future.

Trade Secret Policy

When we refer to a trade secret, we mean that a trade secret is information that is confidential information of the Company and determined among other things by applicable law and company practice. Examples of information that could be considered a trade secret include information such as, but not limited to, formula, pattern, algorithm, compilation, program, method, technique, customer lists, data sets or compilations, product road maps, pricing schedules, failed experimentation, or manufacturing processes.

Information qualifying as a trade secret shall be identified as such by the Company and those employees authorized to access the trade secret shall be responsible for maintaining its secrecy.

Factors that weigh into the consideration as to whether information should be considered a trade secret or Company confidential information or alternatively protected under other forms of IP are as follows:

• extent the information is known outside the business;

• extent the information is known inside the business;

• extent of measures that are used to guard the secrecy of the information;

• ease or difficulty to reverse engineer;

• value of the information to company and competitors; and

• effort/cost to develop information.

Trade Secret Storage

Our policies regarding trade secret storage include the following:

• Identification and Description of Trade Secret: Once information has been identified as a trade secret, the Company IP attorneys prepare a brief description of the trade secret. This ensures the description of the trade secret is protected under attorney-client privilege.

• Protective Measures: Trade secrets are maintained and protected in a manner that is greater than that of Company confidential information. Trade secrets are generally segregated from other Company confidential information and only accessible through a Company-controlled network and not generally through any other network, cloud storage, or other network.

Employees

We currently have 15 full time employees, including our executive officers. Key employees include 1) Enea Angelo Trevisan: Chairman of the Board and President; 2) Suneel Anant Sawant: Chief Executive Officer and Director; 3) Eleonora Ramondetti, our Chief Operations Officer; 4) Bruno Polistina: Chief Financial Officer; 5) Francesco Mazza: Director and Head of Communications; and 6) Danila Edj Pisati Trevisan: Vice President of Human Resources. Of our 15 employees, 13 full-time employees are located outside of the United States in Italy and Spain. We believe that the internal climate and the relationships among our employees are excellent. Our success also depends on our ability to hire qualified people as representatives, particularly on the local sales side. We believe there are numerous quality people to choose from throughout our area of targeted expansion.

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Properties

Our principal place of business is located at 40 SW 13th Street, Penthouse 1, Miami, Florida 33130. Our telephone number is (786) 856-0358. This space is a business suite and consists of 2,150 sq ft, for which we pay a monthly rent of $6,809, $7,013, and $7,223, from July 1, 2021 to June 30, 2022, July 1, 2022 to June 30, 2023, and June 30, 2023 to June 30, 2025, respectively, pursuant to a lease that terminates on June 30, 2025, with an option for us to extend for an additional 2-year period with 3% increase on base rent. We have begun expanding our operations in order to centralize our expansion into the US by utilizing this location as our principal center of operations.

Our principal office in Europe is located at Avenida Josep Tarradellas, 38, 08029, Barcelona (SPA), which consists of 250 sqm and for which we pay a monthly rent of $1,568.20, on a monthly basis.

We believe that our office space is sufficient for our current business, since we have extensively implemented a remote working policy, in order to foster the best work-life balance for our employees.

Legal Proceedings

From time to time, we may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on our financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular year. We are not involved in any material legal proceedings, nor are we aware of any legal proceedings threatened or in which any director or officer or any of their affiliates is a party adverse to our Company or has a material interest adverse to us.

Corporate Information

We are a multinational technology company which manages, protects and shapes the digital identity of individuals and corporations. To date, we have conducted our business operations and generated corresponding revenues in 28 countries and, as of the date of this prospectus, we have served over 500 customers, providing an around the clock (24 hours) customer service.

Break-down of Revenues by Country in 2022:

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Break-down of Clients by Country in 2022:

Break-down of Clients by Country in 2021:

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Break-down of Clients by Country in 2020:

Break-down of Clients by Country in 2019:

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Break-down of Clients by Year from 2018 – 2022

We are an operating company with three separate wholly owned operating companies, Ealixir USA Inc., Ealixir Hispania and ELAB Hispania. Below is a chart of our corporate structure:

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We strive 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. We aim to achieve this goal by providing seven distinct but synergic services: Ealixir Removal, Ealixir Story, NewsDelete, WEBiD, ReputScore, Ealixir Analytics and Ealixir Event Launch, each of which is explained below.

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 June 1, 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.

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REGULATION

Because we operate our business in numerous countries, we are subject to a number of laws that affect companies doing business on the Internet. Due to the increasing popularity of the Internet and the growth of online services, over the years governments around the world have adopted laws relating to user privacy, freedom of expression, content, advertising, information security and intellectual property rights. But these same norms to which are business is subject provide also the business opportunity which the Company was established to pursue.

In 1995, the European Union adopted Directive 95/46/EC, where Article 12 provided the first legal base to Internet protection for individuals, commonly known as the “right to be forgotten”. In 2012, the European Commission introduced a draft European Data Protection Regulation to supersede that 1995 directive, which included specific protection in the right to be forgotten in Article 17. A right to be forgotten was replaced by a more limited right of erasure in Article 17 of the version of the GDPR that was adopted by the European Parliament in March 2014 and which became EU law in April 2016 (EU Regulation 679/2016, commonly known as GDPR). These norms are in turn supported by or enhanced by national legislation adopted by European governments, including but not limited to:

• France: Articles 40 (right to erase) and Article 38 (right to defeat) of French Law No. 78-17 of January 6, 1978

• Germany: Section 35 (Right to erasure) and Section 58 (Right to rectification and erasure and to restriction of processing) of BDSG (Bundesdatenschutzgesetz) of July 5, 2017

• Russian Federation: the Data Protection Act No. 152 FZ dated July 27, 2006 (DPA)

• United Kingdom: Articles 7 and 11 of Legislative Decree no. 196/2003 (Privacy Act)

In 2019, the European Court of Justice ruled that EU Regulation 679/2016 cannot be employed to compel Internet operators (such as Google) to respond to removal requests outside of the EU. Therefore, outside of the EU, we rely on national legislation (or recent jurisprudence and case law interpreting local constitutional provisions) to support a customer’s request to have certain Internet content removed or de-indexed. Examples of such national privacy regimes include:

• Brazil: Article 18 of the LGPD (General Data Protection Law) (August 14, 2018)

• Chile: Article 12 of Law 19.628, on the Protection of Private Life (August 28, 1999)

• Colombia: Law 1581 of 2012 on the General Regime for the Protection of Personal Data

• Costa Rica: Article 7 of Law No. 8968, of the Data Protection Law (July 7, 2011)

• Mexico: the Federal Law on Protection of Personal Data in Possession of Private Parties (July 5, 2010)

• Nicaragua: Article 9 of Law No. 787 (Personal Data Protection Law)

In the U.S., currently there is no federal law or regulatory requirement protecting the right of removal of personal information from search results or databases. Proposals for right to be forgotten laws have been made at various states’ legislatures, but no such law has been passed yet, as of the date of this Prospectus. However, laws relating to the liability of providers of online services for activities of their users are currently being tested by a number of claims, which include actions for defamation, libel, invasion of privacy and other data protection claims, tort, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content of the materials searched and the ads posted or the content generated by users.

In addition, several other federal laws could have an impact on our business, including the Digital Millennium Copyright Act, which has provisions that limit, but do not eliminate, our liability for listing or linking to third-party web sites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act. The Children’s Online Protection Act and the Children’s Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. In addition, the Protection of Children from Sexual Predators Act of 1998 requires online service providers to report evidence of violations of federal child pornography laws under certain circumstances.

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In addition, our operations are subject to stringent and complex federal, state and local laws and regulations governing the environmental, health and safety aspects of our operations or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations on our operations, including (i) the acquisition of a permit or other approval before conducting regulated activities: (ii) restriction of the types, quantities and concentration of materials that can be released into the environment; (iii) the application of specific health and safety criteria addressing worker protection; and (iv) the imposition of substantial liabilities for pollution resulting from our operations.

Also, our business plan will be driven in material part by our ability to enter into contracts funded by federal, state, and local governmental agencies. Our contracts with these governmental agencies would generally be subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance, and accounting and often include express or implied certifications of compliance.

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MANAGEMENT

Directors, Executive Officers and Corporate Governance

Set forth below is information regarding our current directors and executive officers as of the date of this prospectus:

Name	Age	Position
Enea Angelo Trevisan	51	Executive Chairman of the Board and President
Eleonora Ramondetti	31	Chief Operations Officer
Suneel Anant Sawant	58	Chief Executive Officer and Director
Francesco Mazza	41	Director
Venkatesh Patrachari	58	Director
Bruno Polistina	59	Chief Financial Officer

The above listed officers and directors will serve until the next annual meeting of the stockholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board are filled by majority vote of the remaining Directors. Officers serve at the will of the Board.

Enea Angelo Trevisan is the founder of the Company. He was our Chief Executive Officer from March 2020 to April 2022 and has been serving as our Director and President since July 2020. In April 2022, Mr. Trevisan resigned his position as Director and Chief Executive Officer. In October 2022, he resumed his position as President and became Executive Chairman of the Board. He held similar positions with our predecessor company, Ealixir Privacy Ltd., a Republic of Ireland corporation, since March 2018. Prior to that, he was the founder of Gemina Foundation, a non-profit company which focuses on child and elderly health from 2016 to 2018. From 2013 to 2014, he served as President of Sofiswiss SA, an entity specialized in asset protection. Mr. Trevisan received a degree in Business Economics from Bocconi University, Milan, Italy, in 1994. He devotes substantially all of his time to our business affairs. We believe that Mr. Trevisan’s extensive knowledge of our Company as a founder and leading executive, as well as his experience with our predecessor company, qualifies him to serve as Executive Chairman of our Board and as President of the Company.

Suneel Anant Sawant has been serving as our Chief Executive Officer and director since April 2022. His responsibilities include: being accountable to the board and shareholders for the Company’s performance, liaise with the board and the Chief Executive Officer, building and maintaining strong relationships with stakeholders, including investors and partners, ensuring the financial health and growth of the Company through prudent financial management, representing the Company in public and maintaining its reputation, making critical calls during times of crisis or change to successfully meet challenges. Mr. Sawant also has been serving as a senior executive at Databoss Inc. since 2012. Databoss Inc. is consultancy that advises companies on acquisition finance, digitalization and decentralized finance investments. Mr. Sawant received his B.E. degree in Electronics Engineering from TKIET Shivaji University India and M.S. degree in Masters Computer Science from the New York Institute of Technology. We believe that Mr. Sawant’s knowledge of new and emerging technologies, his skills in acquisition finance help in assessing potential target companies and his experience in advising companies qualifies him to serve on our Board and as Chief Executive Officer of the Company.

Francesco Mazza has been serving as our director since September 2019 and our Chief Strategy Officer since September 2020. He is mainly responsible for identifying and developing new business opportunity, elaborating communication strategies and overseeing certain services we provide. In addition to his positions with the Company, Mr. Mazza has been serving as Creative Director at Bale Entertainment, Italy, since June 2017, where he creates Internet content for that company’s clients. Prior to that, he wrote and produced documentaries and short films that have been broadcasted and awarded internationally. From January 2001 to December 2012, he worked as TV writer and producer. Mr. Mazza received his Bachelor of Fine Arts degree from New York Film Academy. We believe that Mr. Mazza’s knowledge of the Company through his years of service as a director and Chief Strategy Officer and his experience in Internet content qualifies him to serve on our Board and as Chief Strategy Officer of the Company.

Venkatesh Patrachari has been serving as our director since April 2022. He also has been serving as Senior Service Engineer of Microsoft Corporation since 2021. Prior to that, Mr. Patrachari served as Principal Member of Technical Staff AT&T from 1995 to 2021. He has more than 10 years of experience as a Solaris System Administrator

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and Infrastructure Design Engineer, providing support for server, network, storage, backup administration and middleware. Also, he has approximately 5 years of experience as Software Administrator, managing and operating environments for source control, software change control, release management, building and installation of software packages as well as 5 years of extensive experience in database applications, software development, integration, and testing. Mr. Patrachari received his B.E. degree in Electrical Engineering from R.V. College of Engineering, India and his M.S. degree in Computer Science from New York Institute of Technology. We believe that Mr. Patrachari’s many years of experience in IT and data base applications qualifies him to serve on our Board.

Bruno Polistina has been serving as our Chief Financial Officer since February 2022. From February 2021 to November 2021, Mr. Polistina served as Chief Financial Officer of Kolinpharma S.p.A, where he oversaw general ledger, subsidized investments, and cash-flow management. Prior to that, he was Chief Financial Officer of DEX-KO Group in Italy from January 2018 to January 2021, where he was mainly responsible for coordination of statutory accounting and reports. From August 2014 to December 2017, he was Business Consultant at NINA REIT LLC, where he was responsible for delivering investment opportunities in real estate, optimization of tax obligations and insights to corporate and private investors, and ensuring the timely and accurate production of periodic reports to investors. From March 2008 to July 2014, he was Chief Financial Officer of Trevi Group in United Arab Emirates and Thailand, where he supported senior management of Trevi Group companies in Middle East and Far East with investments planning. Mr. Polistina is fluent in five languages and his experience as Chief Financial Officer and Finance & Accounting manager in several multinational companies allows him to develop an international business vision. He is also a professional with approximately 25 years of experience in managing issues related to various listing processes related to start-ups, with an extensive knowledge of the US GAAP accounting principles. Mr. Polistina received his degree in Business Economics from the University Federico II of Naples (Italy).

Eleonora Ramondetti has been serving as our Technical Director since November 2022 and was appointed as Chief Operations Officer and Secretary respectively in July 2023 and April 2023. From September 2018 to November 2022, Ms. Ramondetti served as a project manager at Ealixir Hispania SLU, our subsidiary, during which she launched our Ealixir Story service, giving the clients the opportunity to build a strong international digital image. Prior to her role at Ealixir Hispania SLU, Ms. Ramondetti gained experience in the communication field across various sectors, including fashion and hospitality. From September 2017 to August 2018, Ms. Ramondetti was the Head of Media Relations & Communication department at Italy First CH, a luxury hospitality company. From February 2017 to August 2017, she was an intern of Press Office & Communication department at Icarius.com, a fashion online magazine. In addition, she interned as a wholesale manager assistant at Valextra, a luxury brand, in January 2017. In November 2016, she worked as a set design assistant at Bally, a luxury fashion brand. Ms. Ramondetti received her bachelor’s degree in Communication Sciences from the University of Turin and her master’s degree in Fashion Communication from the IED - European Institute of Design in Milan.

Board Composition and Director Independence

The number of members of our Board will be determined from time to time by resolution of the Board. Currently, our Board consists of four (4) members. Our directors hold office until the earlier of their death, resignation, retirement, disqualification, or removal or until their successors have been duly elected and qualified.

Director Independence

Prior to the closing of this Offering, our Board will be composed of a majority of “independent directors” as defined under the rules of the Nasdaq. We use the definition of “independence” applied by the Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Nasdaq listing rules provide that a director cannot be considered independent if:

• the director is, or at any time during the past three (3) years was, an employee of the company;

• the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

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• the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

• the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or

• the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Under such definitions, our Board has undertaken a review of the independence of each director. Based on the information provided by each director concerning his or her background, employment, and affiliations, our Board has determined that [_____] are all independent directors of the Company. However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements.

Committees of the Board

Pursuant to Nasdaq listing rules, we will establish three standing committees-an Audit Committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a Compensation Committee and a Nominating and Governance Committee. Each such committee of the Board has or will have the composition and responsibilities described below. Each Board committee is expected to operate under a written charter to be adopted by our Board, a copy of which will be available on our website upon the consummation of this offering. Our Board may from time to time establish other committees as and when required so as to facilitate the management of our business.

Audit Committee

The Audit Committee assists the Board in overseeing our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee’s responsibilities include, among other matters: appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; coordinating our Board’s oversight of our internal control over financial reporting, disclosure controls and procedures; discussing our risk management policies; meeting independently with our internal auditing staff, if any, registered public accounting firm and management; reviewing and approving or ratifying any related person transactions; and preparing the Audit Committee report required by the SEC.

The members of our Audit Committee are [___]. [___] serves as chairperson of this committee.

Compensation Committee

The Compensation Committee’s responsibilities include, among other matters: reviewing and approving, or recommending for approval by the Board, the compensation of our Chief Executive Officer and our other executive officers; overseeing and administering our cash and equity incentive plans; reviewing and making recommendations to our Board with respect to director compensation; reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; reviewing and discussing the voting recommendations of our stockholders on matters involving executive compensation, to the extent required; and preparing the annual Compensation Committee report required by SEC rules, to the extent required.

The members of our Compensation Committee are [___]. [___] serves as chairperson of this committee.

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Nominating and Governance Committee

The Nominating and Governance Committee’s responsibilities include, among other matters: identifying individuals qualified to become Board members; recommending to our Board the persons to be nominated for election as directors and to each Board committee; developing and recommending to our Board corporate governance guidelines, and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time; and overseeing a periodic evaluation of our Board.

The members of our Nominating and Governance Committee are [___]. [___] serves as chairperson of this committee.

Family Relationships

None

Risk Oversight

Our Audit Committee is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management policies and strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Code of Ethics and Business Conduct

Our Board has adopted a Code of Ethics and Business Conduct that is applicable to all of our employees, executive officers, and directors of the Company (the “Code of Conduct”). The Code of Conduct is available on our website at https://www.ealixir.com/wp-content/uploads/2021/02/Ealixir_Code_of_Ethics.pdf. Information contained on or accessible through our website is not a part of and is not incorporated by reference into this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. The nominating and governance committee of our Board will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers, and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers has, during the past ten (10) years:

• been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

• had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time;

• been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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EXECUTIVE COMPENSATION AND SUMMARY COMPENSATION TABLE

The following is a discussion and analysis of the compensation arrangements for our named executive officers. We are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are providing a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table as well as narrative disclosures regarding our executive compensation program. For 2021 and 2022, our named executive officers were those persons in the table below.

Summary Compensation Table

The following table sets forth information with respect to compensation earned by our named executive officers for the fiscal years ended December 31, 2021 and 2022.

Name and Principal Position(1)	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Non-equity Incentive Plan Compensation ($)		Nonqualified deferred compensation earnings ($)	All Other Compensation ($)		Total ($)
Enea Angelo Trevisan(2)	2022	12,633		—		—		—			124, 600		137,233
President and Executive Chairman of the Board	2021	—		—		—		—			10,000		10,000

Suneel Anant Sawant(3)(5)	2022	(4	)	(4	)	(4	)	(4	)		(4	)	(4	)
Chief Executive Officer and director	2021	—		—		—		—			—		—

Bruno Polistina(3)	2022	68,433		—		—		—			—		68,433
Chief Financial Officer	2021	—		—		—		—			—		—

Danila Cristina Edj Pisati(6)	2021	0		—		—		—			—		0
President and Director

Michele Collini(7)	2021	44,494		—		—		—			—		44,494
Chief Financial Officer

____________

(1) The cash compensation reported in this table for each director and/or officer has been converted to United States dollars using the average monthly exchange rate from Euros to United States dollars in 2022 of 1 Euro to 1.0528 United States dollars.

(2) Mr. Trevisan was appointed as our President and Executive Chairman of the Board in October 2022. He was our Chief Executive Officer and member of the Board from March 2020 to April 2022. In April 2022, Mr. Trevisan resigned his position as Director and Executive Chairman.

(3) Mr. Sawant was appointed as our Chief Executive Officer and member of the Board in April 2022.

(4) Mr. Polistina was appointed as our Chief Financial Officer in February 2022.

(5) Mr. Sawant’s received no compensation for the fiscal year ended December 31, 2022.

(6) Ms. Pisati was appointed as our President and Director on July 2020 and resigned her position as President and Director on April 2022.

(7) Mr. Collini was appointed as our Chief Financial Officer in September 2021 and he resigned her position as Chief Financial Officer in January 2022.

Employment Agreements with Officers and Directors

We have entered into employment agreements with each of our executive officers. In general, our executive officers are employed on an at-will basis that could be terminated by either party at any time. They are entitled to a fixed base salary, and some of them are eligible to receive bonuses and participate in our employee benefit programs.

Suneel Anant Sawant. We entered into an employment contract with Mr. Sawant, our Chief Executive Officer, effective as of April 10, 2022. Under the terms of the employment contract, Mr. Sawant serves as our Chief Executive Officer with no base salary. He is eligible for a bonus in the form of Common Stock at the end of each fiscal year during the employment period, for which the number of shares of common stock being part of the bonus shall be determined by the Board, in its sole discretion, based on criteria established by the Board in its sole discretion, including, if the Board so determines, the achievement of budgetary and other performance objectives set by the Board for such fiscal year. The employment contract may be terminated by Mr. Sawant voluntarily or for “good reason” as provided in the employment contract or by us “for cause” as defined in the employment contract.

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Bruno Polistina. We entered into an employment contract with Mr. Polistina, our Chief Financial Officer, effective as of February 1, 2022. Under the terms of the employment contract, Mr. Polistina serves as our Chief Financial Officer and is entitled to receive a monthly salary of approximately $4,800. The employment agreement may be terminated for any of the following reasons: (1) the parties terminate the contract both during and at the end of the trial agreement, which expired on July 30, 2022; (2) notice of resignation or dismissal, in compliance with current regulations; (3) breach of contractual obligations; (4) supervening impossibility which actually prevents the continuation of the relationship; (5) cessation or decrease of the activity; (6) mutual consent; (7) reaching retirement age and/or retirement right, with waiver of the exercise of the right of option provided by the regulations.

Eleonora Ramondetti. We entered into an employment contract with Ms. Ramondetti, our Chief Operations Officer, effective as of July 1, 2023. Under the terms of the employment contract, Ms. Ramondetti’s title is to serve as our Chief Operations Officer and is entitled to receive an annual salary of $125,934.24. In addition, Ms. Ramondetti is entitled to a 20% commission for each client personally brought to us that signs with us a contract for a service and pays in full. The employment contract is on an at-will basis and may be terminated by either party by at least 14 days’ notice.

Executive Compensation Components

2023 Salaries

The named executive officers receive a base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. For 2023, our Board approved a salary for each of our named executive officers as follows, which would be on an annualized basis:

Named Executive Officer		Annualized Salary
Enea Angelo Trevisan		USD 240,000
Suneel Anant Sawant		USD 0
Bruno Polistina		USD 68,433

2022 Salaries

The named executive officers receive a base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. For 2022, our Board approved a salary for each of our named executive officers as follows on an annualized basis:

Named Executive Officer		Annualized Salary
Enea Angelo Trevisan		USD 240,000
Suneel Anant Sawant		USD 0
Bruno Polistina		USD 68,433

Other Elements of Compensation

Per the terms of his employment agreement, Bruno Polistina is entitled to participate in any and all bonus or other compensation programs, equity incentive plans, health insurance plans, pension, savings and retirement plans, welfare and insurance plans, practices, policies and programs adopted by the Company.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Director Compensation

The Company did not compensate its directors for their roles as directors, during the fiscal year ended December 31, 2022. However, our officers and directors are reimbursed for actual expenses incurred.

We do not currently have an established policy to provide compensation to members of our Board for their services in that capacity, although we may choose to adopt a policy in the future. Salaries are established by our Board. We currently do not have a Compensation Committee but expect to have one in place in the future once we have independent directors.

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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table lists information regarding the beneficial ownership of our equity securities as of the date of this prospectus by (1) each person whom we know to beneficially own more than 5% of the outstanding shares of our Common Stock, (2) each director, (3) each officer named in the summary compensation table above, and (4) all directors and executive officers as a group. All information with respect to beneficial ownership has been furnished by the respective 5% or more stockholders, directors or executive officers, as the case may be. Unless otherwise indicated, the address of each officer and director is 40 SW 13th Street, Penthouse 1, Miami, Florida 33130.

Name of Beneficial Owner	Shares Beneficially Owned	Percentage(1)			Percentage of Total Voting Power†
Name of Beneficial Owner	Shares Beneficially Owned	Prior to Offering		After Offering	Percentage of Total Voting Power†
Holders of More than 5%

1392087 BC LTD(1)	6,481,250	10.2	%
GERLACH & CO. FBO Enkrateia Holding LTD(2)	4,750,000	7.5	%
Anastasia Trust(3)	3,500,000	5.0	%

Directors and Executive Officers

Enea Angelo Trevisan(4)(5)	29,257,632	46.2	%		96.47	%
Francesco Mazza	150,000	*
Bruno Polistina	—	—		—
Suneel Anant Sawant	150,000	*		—
Venkatesh Patrachari	50,000	*		—



All directors and officers as a group (5 persons)	29,607,632	46.8	%

____________

† For each person or group included in this column, percentage of total voting power represents voting power based on both shares of Common Stock and Series Z Preferred Stock held by such person or group with respect to all outstanding shares of Common Stock and Series Z Preferred Stock as a single class. Each holder of our Common Stock is entitled to 1 vote per share. Each holder of our Series Z Preferred Stock is entitled to 900 vote per share. Our shares of Common Stock are non-convertible to any shares of the Series Z Preferred Stock or any other class of our securities, and our shares of Series Z Preferred Stock are non-convertible to any shares of the Common Stock or any other class of our securities

* Less than 1%

(1) Beneficial ownership of shares and percentage ownership are determined in accordance with the SEC’s rules. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options, warrants or restricted stock units held by that individual or entity that are either currently exercisable or exercisable within 60 days from the date hereof are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity. Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them. Percentage ownership calculations prior to this offering are based on 63,282,037 issued and outstanding shares of Common Stock, and 1,000,000 issued and outstanding shares of Series Z Preferred Stock, in each case as of July 31, 2023.

(2) Amandeep Cheema is the sole shareholder and director of 1392087 BC LTD, a company incorporated according to the laws of Canada. The business address of 1392087 BC LTD is 2861 165 Street V3Z 0X9 Surrey, BC Canada.

(3) Davide Tomasoni is the sole shareholder of Enkrateia Holding LTD. As such, Mr. Tomasoni is deemed to the beneficial ownership with respect to such shares. The business address of Enkrateia Holding LTD. is Av Balboa, Panama Ph, Bicsa Financial Center 58-01, Ciudad de Panama, Panama.

(4) Kumar Rengasamy is the beneficiary of Anastasia Trust. The trustee of Anastasia Trust, Cromwell Trustees Ltd, (“Cromwell”), may be deemed to have sole voting and investment power over, and to be the beneficial owner of, the shares of Common Stock held by Anastasia Trust. Mr. Rengasamy disclaims beneficial ownership of the shares held by Cromwell, except to the extent of his pecuniary interest therein. The address of Cromwell is c/o 58 Acacia Road, London NW8.61B.

(5) Enea Angelo Trevisan is the sole shareholder of Trevinvest Oak Corp, a Delaware corporation, and exercises voting and dispositive power over the 279,257,632 shares of Common Stock held by Trevinvest Oak Corp. The address Trevinvest Oak Corp is 1221 Brickell Ave, Suite 1160 Miami Fl 33131.

(6) Enea Angelo Trevisan also owns 1,000,000 issued and outstanding shares of Series Z Preferred Stock, which is all of our outstanding Series Z Preferred Stock. Each share of our Series Z Preferred Stock entitles the holder thereof to 900 votes per share. Accordingly Mr. Trevisan has rights to 900 million votes in respect of his ownership of the Series Z Preferred Stock and rights to 29,257,632 votes in respect of his ownership of that number of shares of Common Stock.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During the period beginning on January 1, 2021, to the date of this prospectus, we have entered into or participated in the following transactions with related persons:

Mr. Enea Angelo Trevisan, who controls approximately 46.2% of the Company’s Common Stock, executed an intermediary commercial agreement with the Company on January 1, 2021. Pursuant to the terms of the agreement Mr. Trevisan is entitled to receive a 20% commission on fees paid pursuant to executed contracts submitted to the Company.

Ms. Danila Pisati, Mr. Enea Angelo Trevisan’s wife, executed a service agreement with the Company on June 1st, 2020 as CEO of Distrinec Iberica SL, a company incorporated under Spanish law, to provide website maintenance, data processing, feasibility studies, legal assistance and international publishing activities to Ealixir, Inc.

It is our intention to ensure that all future transactions, if any, between us and related persons are approved by our audit committee or a majority of the independent and disinterested members of our board of directors (except for compensation arrangements, which are approved by our compensation committee), and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties. See “Company Policies on Related Party Transactions” below.

Share Issuance to Directors and Officers

On July 19, 2020, the Company and Acquifin Inc. (“Acquifin”) entered into a Consulting Agreement, whereby Acquifin shall provide sales and marketing services, development and management in consideration of 250,000 shares of Common Stock of the Company. Suneel Anant Sawant, our Chief Executive Officer and Director, is the principal of Acquifin.

Control Persons

As of August 10, 2023, Enea Angelo Trevisan, our President and Executive Chairman of the Board, held 29,257,632 shares of our Common Stock, which is approximately 46.23% of our approximately 63 million outstanding shares of our Common Stock.

In addition, as of such date, Mr. Trevisan held one million shares of our Series Z Preferred Stock, which constitutes all of the outstanding shares. Each share of our Series Z Preferred Stock entitles the holder thereof to 900 votes per share. As a result, Mr. Trevisan has enough votes per share by holding these shares of Series Z Preferred Stock to control the stockholder vote of our Company. For more information, please see below under “Security Ownership of Principal Stockholders and Management.”

Employment Agreements

See “Executive Compensation and Summary Compensation Table — Employment Agreements.”

Indemnification Agreements

Our amended and restated articles of incorporation provide that, except as otherwise provided by law, a director or officer is not individually liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director and officer, except for any matter in respect of which such director or officer (a) shall be liable under Section 78.300 of the Nevada Business Corporation Act or any amendment thereto or successor provision thereto or (b) shall have acted or failed to act in a manner involving intentional misconduct.

Our amended and restated articles of incorporation also provide that we shall provide indemnification to our directors and officers in excess of the indemnification expressly permitted by NRS 78.751 for breach of duty to the Company and its stockholders subject only to the applicable limits upon such indemnification as set forth in the Nevada Business Corporation Act. We shall pay advancements of expenses in advance of the final disposition of the action, suit, or proceedings upon receipt of an undertaking by or on behalf of the director or officer to repay the amount even if it is ultimately determined that he or she is not entitled to be indemnified by the corporation. Our bylaws also provide for indemnification of our directors and officers.

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Pursuant to Nevada law, NRS 78.7502, a corporation may 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, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent 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 or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant to NRS 78.138; (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

Section 78.7502 of the NRS provides that a corporation may 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, officer, employee or agent 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 or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) as not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Pursuant to NRS 78.7502, any discretionary indemnification, unless ordered by a court or advanced by the Company pursuant to NRS 78.751, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must 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 the action, suit or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Section 78.751 of the NRS provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. Unless otherwise restricted by the articles of incorporation, bylaws, or other agreement, Section 78.751 of the NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, bylaws, or other agreement, may require a corporation to advance such expenses upon receipt of such an undertaking. Section 78.751 of the NRS further permits a Nevada company to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other agreement; provided, however, that unless advanced or otherwise ordered by a court, indemnification may not be made to or on behalf of any director or officer finally adjudged by a court, after exhaustion of appeals, to be liable for intentional misconduct, fraud, or a knowing violation of law that was material to the cause of action. Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

We intend to enter into indemnification agreements with each of our current and future directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Nevada law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Company Policies on Related Party Transactions

A “Related Party Transaction” is a transaction, arrangement, or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $50,000 in any one fiscal year, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers, one of our directors, or a nominee to become one of our directors;

• any person who is known by us to be the beneficial owner of more than 5.0% of any class of our voting securities;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of any class of our voting securities, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5.0% of any class of our voting securities; and

• any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest in any class of the Company’s voting securities.

Our Board intends to adopt a related party transactions policy. Pursuant to this policy, our Audit Committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee shall consider, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Further, the policy will require that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

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DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 300,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, including 1,000,000 shares of Series Z Preferred Stock. As of August 10, 2023 there were 63,282,036 shares of Common Stock outstanding, including 62,590,283 shares which were issued as restricted stock grants but are not treated as outstanding for accounting purposes and 1,000,000 shares of Series Z Preferred Stock.

The following summary of the capital stock and our amended and restated articles of incorporation and bylaws does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our amended and restated articles of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

Voting Rights. Holders of shares of Common Stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. The holders of Common Stock may have cumulative voting rights in the election of directors. Our bylaws provide that a majority of the stock issued and outstanding and entitled to vote constitutes a quorum.

Dividend Rights. Holders of shares of Common Stock are entitled to ratably receive dividends when and if declared by the board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock.

Liquidation Rights. Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Common Stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.

Other Matters. The shares of Common Stock have no preemptive or preferential right to acquire any of our shares or securities, including shares or securities held in our treasury. All outstanding shares of our Common Stock are fully paid and non-assessable.

Preferred Stock

Our amended and restated articles of incorporation give the board of directors the power to issue shares of preferred stock in one or more series without stockholder approval. The board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock. We have no present plans to issue any shares of preferred stock in addition to the outstanding Series Z Preferred Stock.

Series Z Preferred Stock

Conversion rights

A holder of shares of Series Z Preferred Stock shall have no right to convert those shares into Common Stock or any other class of our securities.

Rank

Except as expressly set forth in the voting rights section in our amended and restated articles of incorporation, Series Z Preferred Stock shall have the same rights and powers of, rank equally to, share ratably with and be identical in all respects and as to all matters to Common Stock.

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Voting rights

Each share of the Series Z Preferred Stock shall have voting rights equal to nine hundred (900) votes of Common Stock. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series Z Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation or Bylaws.

Rights upon liquidation

Upon our liquidation, dissolution or winding up, the holders of our Series Z Preferred Stock shall be entitled to receive ratably any dividends declared by the Board, if any, out of funs legally available for the payment of dividends.

Nevada Anti-Takeover Provisions

Nevada law, NRS Sections 78.411 through 78.444, regulate business combinations with interested stockholders. Nevada law defines an interested stockholder as (i) a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within two years immediately before the date in question was the direct or indirect beneficial owner of 10% or more of the voting power of the then outstanding shares of the corporation. Pursuant to Sections NRS 78.411 through 78.444, a Nevada corporation with at least 200 stockholders of record is prohibited from engaging in combinations with an interested stockholder for two years after the person became an interested stockholder unless (i) the business combination or transaction by which the person first became an interested stockholder is approved by the board of directors before the person first became an interested stockholder, or the business combination is approved by the board of directors and thereafter is approved at a meeting of the corporation’s stockholders by the affirmative vote of at least 60% of the outstanding voting power of the corporation not beneficially owned by the interested stockholder, its affiliates, and associates. Following the expiration of the two-year period, the corporation is prohibited from engaging in business combinations with the interested stockholder, unless: (i) the business combination or the transaction by which the person first became an interested stockholder is approved by the corporation’s board of directors before the person first became an interested stockholder; (ii) the business combination is approved by a majority of the outstanding voting power of the corporation held by disinterested stockholders; or (iii) the aggregate amount of the consideration to be received in the business combination by all of the holders of outstanding common shares of the corporation not beneficially owned by the interested stockholder is at least equal to the higher of: (a) the highest price per share paid by the interested stockholder, at a time when the interested stockholder was the beneficial owner, directly or indirectly, of 5 percent or more of the outstanding voting shares of the corporation, for any common shares of the same class or series acquired by the interested stockholder within two years immediately before the date of announcement with respect to the combination or within two years immediately before, or in, the transaction in which the person became an interested stockholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest price per share was paid through the date of consummation at the rate for one-year obligations of the United States Treasury in effect on that earliest date, less the aggregate amount of any dividends paid in cash and the market value of any dividends paid other than in cash, per common share since that earliest date, and (b) the market value per common share on the date of the announcement of the business combination or on the date that the person first became an interested stockholder, whichever is higher, plus interest compounded annually from that date through the date of consummation at the rate for one-year obligations of the United States Treasury in effect on that date, less the aggregate amount of any dividends paid in cash and the market value of any dividends paid other than in cash, per common share since that date. NRS 78.434 permits a Nevada corporation to opt-out of the statute with appropriate provisions in its articles of incorporation.

NRS Sections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada at all times during the 90 days immediately preceding the date of the acquisition and does business in Nevada directly or through an affiliated corporation. NRS 78.3785 provides that a “controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (i) one fifth or more but less than one third, (ii) one third or more but less than a majority, or (iii) a majority or more of the voting power of the issuing corporation in the election of directors. Once an acquirer crosses one of these thresholds by acquiring a controlling interest in the corporation, the shares which the acquirer acquired in the transaction taking it over the

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threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest in the corporation become “control shares.” Pursuant to NRS 78.379, any person who acquires a controlling interest in a corporation may not exercise voting rights on any control shares unless such voting rights are conferred by a majority vote of the disinterested stockholders of the issuing corporation at an annual meeting or a special meeting of such stockholders held upon the request and at the expense of the acquiring person, or, if the acquisition would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, the holders of a majority of each class or series affected. Stockholders who vote against the voting rights have dissenters’ rights in the event that the stockholders approve voting rights. NRS Section 78.378 provides that a Nevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation. Our amended and restated articles of incorporation provide that these sections do not apply.

Articles of Incorporation and Bylaw Provisions

Provisions of our amended and restated articles of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Common Stock.

Among other things, our amended and restated articles of incorporation or bylaws:

• permit our board of directors to issue up to 15,000,000 shares of preferred stock, with such rights, preferences and privileges as the board may designate;

• provide that the authorized number of directors may be changed only by resolution of the board of directors;

• provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, and not by the stockholders;

• eliminate the personal liability of our directors for damages as a result of any act or failure to act in his or her capacity as a director or officer except as described below;

• provide that stockholders can only call a special meeting if the request is made by the holders of two-thirds of the entire capital entitled to vote;

• provide that, if a matter is to be brought before a meeting of stockholders which is not specified in the notice of meeting or brought at the direction of the board of directors, it can only be brought up at the meeting if brought by stockholders of record holding two-thirds of the outstanding stock;

• provide that our bylaws may be amended only by either the affirmative vote of two-thirds of the stockholders entitled to vote or by the board of directors;

• provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice; and

• do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election if they should so choose.

Our bylaws also provide that any person who acquires equity in us shall be deemed to have notice and consented to the forum selection provision of our bylaws, which require actions to be brought only in state count in Clark County, Nevada. This provision does not apply to claims brought under the Securities Act or the Securities Exchange Act.

Further, NRS Section 78.335 provides that any director or one or more of the incumbent directors may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote. Our bylaws have a similar provision.

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Listing

Our Common Stock is quoted on the OTC Pink, under the ticker symbol “EAXR.” On August __, 2023 the last reported price of our Common Stock was $4.39 per share at market close. There is a limited public trading market for our Common Stock. You are urged to obtain current market quotations for the Common Stock. We intend to apply to list our Common Stock on the Nasdaq under the symbol “EAXR”. We believe that upon completion of the offering contemplated by this prospectus, we will meet the standards for listing on the Nasdaq. No assurance can be given that our application will be approved or that the trading prices of our Common Stock on the OTC Pink will be indicative of the prices of our Common Stock if our Common Stock were traded on Nasdaq. Until such time as our Common Stock is quoted on Nasdaq or the OTCQB or listed on any other national securities exchange or automated interdealer quotation system, the common shares covered by this prospectus will be sold by the selling stockholders from time to time at a fixed price of $ per share, representing the average of the high and low prices as reported on the OTC Pink on _________, 2023. If and when our Common Stock is regularly quoted on the Nasdaq or is listed on any national securities exchange or automated interdealer quotation system, the selling stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Olde Monmouth Stock Transfer Co., Inc. located at 200 Memorial Pkwy, Atlantic Highlands, NJ 07716.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering our Common Stock was quoted on the OTC Pink. In connection with this offering, we have applied to list our Common Stock on Nasdaq. No assurance can be given that our application will be approved.

Sales of substantial amounts of our Common Stock in the public market, or the perception that such sales could occur, could adversely affect prevailing market prices of our Common Stock. Upon completion of this offering, we will have an aggregate of shares of Common Stock issued and outstanding, assuming the underwriter does not exercise its over-allotment option. Of these shares, all of the Common Stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except that any shares purchased by one of our “affiliates,” as that term is defined in Rule 144 under the Securities Act, or Rule 144, may be sold only in compliance with the limitations described below. The remaining shares of Common Stock held by our existing stockholders are “restricted securities” as defined in Rule 144. Restricted shares may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration, including, among others, the exemptions provided by Rule 144. As a result of the contractual 6 month lock-up period described in “Underwriting” and the provisions of Rules 144, these shares will be available for sale in the public market as follows:

• beginning on the date of this prospectus, the shares of Common Stock sold in this offering will be immediately available for sale in the public market;

• beginning days and days after the date of this prospectus respectively, and additional shares of Common Stock may become eligible for sale in the public market upon the satisfaction of certain conditions as set forth in “Lock-Up Agreements,” all of which shares would be held by our affiliates and subject to the volume and other restrictions of Rule 144, as described below;

• the remainder of the shares of Common Stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Rule 144

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not an affiliate of ours and has not been one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned the restricted securities proposed to be sold for at least one year, including the holding period of any prior owner other than an affiliate, is entitled to sell his or her securities without registration and without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. In addition, under Rule 144, once we have been subject to the reporting requirements of the Exchange Act for at least 90 days, a person (or persons whose securities are aggregated) who is not an affiliate of ours and has not been one of our affiliates at any time during the three months preceding a sale, may sell his or her securities without registration, subject to the continued availability of current public information about us after only a six-month holding period. Any sales by affiliates under Rule 144, even after the applicable holding periods, are subject to requirements and/or limitations with respect to volume, manner of sale, notice and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act, any of our stockholders who purchased shares from us in connection with a qualified compensatory stock plan or other written agreement before we became subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is eligible to resell those shares in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirements of Rule 144, and a non-affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirements of Rule 144 and without regard to the volume of such sales or the availability of public information about the issuer.

Lock-up Agreements

All of our directors and executive officers and certain holders of our outstanding Common Stock will sign lock-up agreements in connection with this offering pursuant to which, subject to certain exceptions, they agreed not to offer, issue, sell, contract to sell, encumber, for the sale of or otherwise dispose of any securities of the Company for a period of six months after this offering is completed without the prior written consent of the underwriter.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our Common Stock acquired in this offering by a “non-U.S. holder” (as defined below), but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary also does not address the tax considerations arising under the laws of any state or local or non-U.S. jurisdiction or under U.S. federal gift and estate tax rules, or rising out of other non-income tax rules, except to the limited extent set forth below. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies, regulated investment companies, real estate investment trusts or other financial institutions;

• persons subject to the alternative minimum tax or the tax on net investment income;

• persons subject to special tax accounting rules as a result of any item of gross income with respect to our Common Stock being taken into account in an applicable financial statement;

• tax-exempt organizations or governmental organizations;

• pension plans and tax-qualified retirement plans;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

• partnerships or other entities or arrangements treated as partnership for U.S. federal income tax purposes (and investors therein);

• brokers or dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

• certain former citizens or long-term residents of the United States;

• persons who hold our Common Stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction or integrated investment;

• persons who hold or receive our Common Stock pursuant to the exercise of any option or otherwise as compensation;

• persons who do not hold our Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment); and

• persons deemed to sell our Common Stock under the constructive sale provisions of the Code.

In addition, if a partnership, entity or arrangement classified as a partnership or flow-through entity for U.S. federal income tax purposes holds our Common Stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership or other entity. A partner in a partnership or other such entity that will hold our Common Stock should consult his, her or its own tax advisor regarding the tax consequences of the ownership and disposition of our Common Stock through a partnership or other such entity, as applicable.

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This summary is for informational purposes only and is not tax advice. Each non-U.S. holder is urged to consult its own tax advisor with respect to the application of the U.S. federal income tax laws to its particular situation, as well as any tax consequences of the purchase, ownership and disposition of our Common Stock arising under the U.S. federal gift or estate tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

Non-U.S. Holder Defined

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is neither a “U.S. person” nor an entity (or arrangement) treated as a partnership. A “U.S. person” is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof, or otherwise treated as such for U.S. federal income tax purposes;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a U.S. court and that has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) that has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.

Distributions

As described in the section titled “Dividend Policy,” we have never declared or paid cash dividends on our Common Stock, and we do not anticipate paying any dividends on our Common Stock following the completion of this offering. However, if we do make distributions of cash or property on our Common Stock to non-U.S. holders, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, the excess will first constitute a return of capital and will reduce each non-U.S. holder’s adjusted tax basis in our Common Stock, but not below zero. Any additional excess will then be treated as capital gain from the sale of stock, as discussed under “Gain on Disposition of Common Stock.”

Subject to the discussions below on effectively connected income, backup withholding and the Foreign Account Tax Compliance Act, or FATCA, any dividend paid to a non-U.S. holder generally will be subject to U.S. federal withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty between the United States and such non-U.S. holder’s country of residence. In order to receive a reduced treaty rate, such non-U.S. holder must provide the applicable withholding agent with an IRS Form W-8BEN or W-8BEN-E or other appropriate version of IRS Form W-8 certifying qualification for the reduced treaty rate. A non-U.S. holder of shares of our Common Stock eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS. If such non-U.S. holder holds our Common Stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to such agent, which then will be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. Each non-U.S. holder should consult its own tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Dividends received by a non-U.S. holder that are treated as effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if an applicable income tax treaty so provides, such non-U.S. holder maintains a permanent establishment or fixed base in the United States to which such dividends are attributable) are generally exempt from the 30% U.S. federal withholding tax, subject to the discussion below on backup withholding and FATCA withholding. To claim this exemption, a non-U.S. holder must provide the applicable withholding agent with a properly executed IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to U.S. federal withholding tax, are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits, subject to an

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applicable income tax treaty providing otherwise. In addition, if a non-U.S. holder is a corporation, dividends such non-U.S. holder receives that are effectively connected with its conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty between the United States and such non-U.S. holder’s country of residence. Each non-U.S. holder should consult its own tax advisor regarding the tax consequences of the ownership and disposition of our Common Stock, including any applicable tax treaties that may provide for different rules.

Gain on Disposition of Common Stock

Subject to the discussion below regarding backup withholding and FATCA withholding, a non-U.S. holder generally will not be required to pay U.S. federal income tax on any gain realized upon the sale or other disposition of our Common Stock unless:

• the gain is effectively connected with such non-U.S. holder’s conduct of a U.S. trade or business (and, if an applicable income tax treaty so provides, such non-U.S. holder maintains a permanent establishment or fixed base in the United States to which such gain is attributable);

• such non-U.S. holder is an individual who is present in the United States for an aggregate 183 days or more during the taxable year in which the sale or disposition occurs and certain other conditions are met; or

• our Common Stock constitutes a United States real property interest, or USRPI, by reason of our status as a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes.

We believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our U.S. and worldwide real property interests plus our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our Common Stock is regularly traded on an established securities market, your Common Stock will be treated as U.S. real property interests only if you actually (directly or indirectly) or constructively hold more than 5% of such regularly traded Common Stock at any time during the shorter of the five-year period preceding your disposition of, or your holding period for, our Common Stock.

A non-U.S. holder described in the first bullet above will be required to pay U.S. federal income tax on the gain derived from the sale (net of certain deductions and credits) under regular graduated U.S. federal income tax rates. In addition, a non-U.S. holder that is a corporation may be subject to the branch profits tax at a 30% rate on a portion of its effectively connected earnings and profits for the taxable year that are attributable to such gain, as adjusted for certain items. A lower rate may be specified by an applicable income tax treaty.

A non-U.S. holder described in the second bullet above will be subject to tax at 30% (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, which gain may be offset by U.S. source capital losses of such non-U.S. holder for the taxable year, provided such non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Each non-U.S. holder should consult its own tax advisor regarding any applicable income tax or other treaties that may provide for different rules.

Information Reporting and Backup Withholding

Generally, we or an applicable withholding agent must report annually to the IRS the amount of dividends paid to a non-U.S. holder, such non-U.S. holder’s name and address, and the amount of tax withheld, if any. A similar report is sent to such non-U.S. holder. Pursuant to any applicable income tax treaty or other agreement, the IRS may make such report available to the tax authority in such non-U.S. holder’s country of residence.

Dividends paid by us (or our paying agent) to a non-U.S. holder may also be subject to backup withholding at a current rate of 24%.

Such information reporting and backup withholding requirements may be avoided, however, if such non-U.S. holder establishes an exemption by providing a properly executed, and applicable, IRS Form W-8, or otherwise establishes an exemption. Generally, such information reporting and backup withholding requirements will

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not apply to a non-U.S. holder where the transaction is effected outside the United States, through a non-U.S. office of a non-U.S. broker. Notwithstanding the foregoing, backup withholding and information reporting may apply, however, if the applicable withholding agent has actual knowledge, or reason to know, that such non-U.S. holder is a U.S. person.

Backup withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Account Tax Compliance Act (FATCA)

Sections 1471 to 1474 of the Code, Treasury Regulations issued thereunder and related official IRS guidance, commonly referred to as FATCA, generally impose a U.S. federal withholding tax of 30% on dividends on our Common Stock paid to a “foreign financial institution” (as defined under FATCA, and which may include banks, traditional financial institutions, investment funds, and certain holding companies), unless such institution enters into an agreement with the U.S. Department of the Treasury to, among other things, identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined under FATCA), report annually substantial information about such accounts, and withhold on certain payments to non-compliant foreign financial institutions and certain other account holders. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on our Common Stock paid to a “non-financial foreign entity” (as specially defined under FATCA), unless such entity provides identifying information regarding each of its direct or indirect “substantial United States owners” (as defined under FATCA), certifies that it does not have any substantial United States owners, or otherwise establishes an exemption. Accordingly, the institution or entity through which our Common Stock is held will affect the determination of whether such withholding is required.

The withholding obligations under FATCA generally apply to dividends on our Common Stock. Such withholding will apply regardless of whether the beneficial owner of the payment otherwise would be exempt from withholding pursuant to an applicable tax treaty with the United States, the Code, or other exemptions described above. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes.

Under proposed regulations, FATCA withholding on payments of gross proceeds has been eliminated. These proposed regulations are subject to change.

An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Prospective investors are encouraged to consult with their own tax advisors regarding the application of FATCA withholding to their investment in, and ownership and disposition of, our Common Stock.

The preceding discussion of U.S. federal tax considerations is for general information only. It is not tax advice to investors in their particular circumstances. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of purchasing, holding and disposing of our Common Stock, including the consequences of any proposed change in applicable laws.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, dated, ____, 2023, among us and the underwriters named below, for whom Spartan Capital Securities, LLC (“Spartan”) is acting as the Representative, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the respective number of Common Stock shown opposite its name below:

Underwriter		Number of Common Stock
Spartan Capital Securities, LLC
Total

The Common Stock sold by the underwriters to the public will initially be offered at the initial Offering price range set forth on the cover page of this prospectus. Any Common Stock sold by the underwriters to securities dealers may be sold at a discount from the initial Offering price not to exceed $ per share. If all of the shares are not sold at the initial offering price, the Representative may change the offering price and the other selling terms. The Representative has advised us that the underwriters do not intend to make sales to discretionary accounts.

Over-Allotment Option

We have granted the underwriters an option to purchase up to [*] additional shares of our Common Stock at the same price per share as they are paying for the shares shown in the table above, constituting 15% of the total number of Common Stock to be offered in this offering (excluding shares subject to this option). The underwriters may exercise this option in whole or in part at anytime within 45 days after the closing of this offering. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares proportionate to that underwriters’ initial commitment as indicated in the table at the beginning of this section, plus, in the event that any underwriter defaults in its obligation to purchase shares under the underwriting agreement, certain additional shares.

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option, and stabilizing purchases.

• Short sales involve secondary market sales by an underwriter of a greater number of shares than they are required to purchase in the offering.

• “Covered” short sales are sales of shares in an amount up to the number of shares represented by the over-allotment option.

• “Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the over-allotment option.

• Covering transactions involve purchases of shares either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.

• To close a naked short position, an underwriter must purchase shares in the open market after the distribution has been completed. A naked short position is more likely to be created if an underwriter is concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• To close a covered short position, an underwriter must purchase shares in the open market after the distribution has been completed or must exercise the over-allotment option. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

• Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

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Purchases to cover short positions and stabilizing purchases, as well as other purchases by an underwriter for its own account, may have the effect of preventing or retarding a decline in the market price of the Common Stock. They may also cause the price of the Common Stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

Discounts and Expenses

The following table shows the underwriting discounts and commissions payable to the underwriters by us in connection with this offering (assuming both the exercise and non-exercise of the over-allotment option that we have granted to the Representative), based on the initial Offering price of US$ per Common Stock, which is the midpoint of the price range as set forth on the cover page of this prospectus.

	Per Common Stock	Total
	Per Common Stock	No Exercise	Full Exercise
Public offering price	US$	US$	US$
Underwriting discounts(1)(2)	US$	US$	US$
Non-accountable expense allowance	US$	US$	US$
Proceeds to us, before expenses

____________

(1) Does not include the warrant to purchase Common Stock equal to 5% of the number of shares sold in the offering, or amounts representing reimbursement of certain out-of-pocket expenses, as described below.

(2) The underwriters will receive an underwriting discount equal to 8% on all shares sold by the underwriters in this offering.

Expense Allowance

We have agreed to reimburse the representative of the underwriters out of the proceeds of the offering for expenses in the amount of $200,000, which includes fees and expenses of the representative’s legal counsel and other out-of-pocket expenses, and if applicable, the costs associated with the use of a third-party electronic road show service; provided, however, that such amount will not exceed $200,000 in the aggregate and in no way limits or impairs indemnification and contribution provisions of the underwriting agreement. Additionally, we have paid an expense advance of $25,000, to the representative, which will be applied against the actual accountable expenses that will be payable by us to the representative in connection with this offering and any portion of the advance will be returned back to the Company to the extent not actually incurred.

Representative’s Warrant

We have agreed to issue warrants to the Representative to purchase a number of Common Stock equal to an aggregate of 5% of the aggregate number of the shares sold in this offering. The Representative’s Warrants will have an exercise price equal to 115% of the offering price of the Common Stock sold in this offering. The Representative’s warrants are not exercisable or convertible for more than five (5) years from the commencement of sales of the Offering. The Representative’s warrants also provide for customary anti-dilution provisions and immediate “piggyback” registration rights with respect to the registration of the Common Stock underlying the Representative’s warrants for a period of five (5) years from the commencement of the sales of the Common Stock in connection with this offering. We have agreed not to re-price or amend the terms of any outstanding options and warrants as of the date on which the trading of the Common Stock on Nasdaq commences for a period of up to 12 months.

The Representative’s warrant and the underlying shares may be deemed to be compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Representative’s warrant nor any of our Common Stock issued upon exercise of the Representative’s warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days from the commencement of the sales of the Common Stock in connection with this offering, subject to certain exceptions. The Representative’s warrant to be received by the Representative and related persons in connection with this offering: (i) fully comply with lock-up restrictions pursuant to FINRA Rule 5110(e)(1); and (ii) fully comply with transfer restrictions pursuant to FINRA Rule 5110(e)(2).

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We have agreed to pay the Representative the reasonable out-of-pocket expenses incurred by the Representative in connection with this offering up to US$200,000. The Representative’s out-of-pocket expenses include but are not limited to: (i) due diligence and other expenses incurred prior to completion of this offering, (ii) reasonable fees of Representative’s legal counsel up (iii) the cost of background check on our officers, directors and major stockholders up and (iv) additional amounts payable by us to amend the underwriting agreement in the event the underwriting agreement does not comply with a FINRA rule, (v) closing costs, which shall also include the reimbursement of the out-of-pocket cost of the escrow agent or clearing agent, as applicable, of up to $12,900 and (vi) if applicable, the costs associated with the use of a third-party electronic road show service (such as NetRoadshow). We have also agreed to pay the Representative a non-accountable expense allowance equal to 0.5% of the gross proceeds received at the closing of this offering

Determination of Offering Price

In determining the initial Offering price, we and the Representative have considered a number of factors, including:

• the information set forth in this prospectus and otherwise available to the Representative;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future revenue and earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

• other factors deemed relevant by the Representative and us.

The estimated initial Offering price set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the Representative can assure investors that an active trading market will develop for our Common Stock, or that the shares will trade in the public market at or above the initial Offering price.

We have agreed to indemnify the Representative and the other underwriters against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to payments that the Representative and the other underwriters may be required to make for these liabilities.

Right of First Refusal

We have agreed to provide the Representative the right of first refusal for twelve (12) months following the consummation of this offering or the termination or expiration of the engagement with the Representative to act as financial advisor or to act as joint financial advisor on or at least equal economic terms on any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of our equity or our assets (collectively, “Future Services”); provided, however, that the Representative shall not be entitled to have such right of first refusal if this offering is not consummated. In the event that we engage the Representative to provide such Future Services, the Representative will be compensated consistent with the engagement agreement with the Representative, unless we mutually agree otherwise. To the extent we are approached by a third party to lead any public or private financing (debt or equity), merger, business combination, recapitalization or sale of some or all of our equity or assets, the Representative will be notified of the transaction and be granted the right to participate in such transaction under any syndicate formed by such third party.

No Sales of Similar Securities

We have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock at a price per share that is less the price per Common Stock in this offering, or modify the terms of any

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existing securities, whether in conjunction with another broker-dealer or on the Company’s own volition, for a period of twelve (12) months following date on which the Common Stock are trading on the Nasdaq Capital Market, without the prior written consent of the Representative.

Company Lock-Up

The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this prospectus (the Lock-Up Period), without the representative’s consent, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than shares issued primarily as equity incentives or securities issued in transactions not primarily for capital raising; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities in cash or otherwise.

Lock Up Agreements

Our directors, executive officers and holders of 5% or more of our Common Stock have agreed, subject to certain exceptions, with the underwriters that for a period of 180 days, after the date of this prospectus, we or they will not, except with the prior written consent of the Representative, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to sale of or otherwise dispose of or transfer any shares of our Common Stock or any securities convertible into or exercisable or exchangeable for shares of our Common Stock, request or demand that we file a registration statement related to our Common Stock, or enter into any swap or other agreement that transfers to another, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock. All of our option holders and warrant holders are subject to a market stand-off agreement with us which imposes similar restrictions.

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a Offering of the Common Stock, or the possession, circulation or distribution of this prospectus or any other material relating to us or the Common Stock, where action for that purpose is required. Accordingly, the Common Stock may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the Common Stock may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a Offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful. In particular, the Common Stock have not been qualified for distribution by prospectus in Australia and may not be offered or sold in Canada during the course of their distribution hereunder except pursuant to an Australia prospectus or prospectus exemption.

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LEGAL MATTERS

Certain legal matters with respect to the shares of Common Stock offered hereby will be passed upon by Parsons Behle & Latimer P.C. The underwriters are being represented by Carmel, Milazzo & Feil LLP, New York, New York, in connection with the Underwritten Offering.

EXPERTS

The consolidated financial statements for the years ended December 31, 2021 and 2020, included in this prospectus will been so included in reliance on the report of BF Borgers CPA PC, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC with respect to our Common Stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for the copies of the actual contract, agreement or other document.

Our SEC filings are available to the public on the SEC’s Internet site at http://www.sec.gov. We maintain a website at https://www.ealixir.com/. Information contained in or accessible through our website is not and should not be considered a part of this prospectus and you should not rely on that information in deciding whether to invest in our Common Stock.

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Index to Consolidated Financial Statements

		Page
Ealixir, Inc. and Subsidiaries for the years ended December 31, 2022 and 2021

Independent Auditor’s Report		F-2

Consolidated Financial Statements
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Stockholder’s Deficit		F-5
Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7 – F-19

Ealixir, Inc. and Subsidiaries for the periods ended March 31, 2023 and 2022

Consolidated Financial Statements
(Unaudited) Balance Sheets		F-20
(Unaudited) Statements of Operations		F-21
(Unaudited) Statements of Stockholder’s Deficit		F-22
(Unaudited) Statements of Cash Flows		F-23
Notes to (Unaudited) Consolidated Financial Statements		F-24 – F-34

F-1

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Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Ealixir, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ealixir, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’s auditor since 2020
Lakewood, CO
August 11, 2023

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Ealixir, Inc. and Subsidiaries
Consolidated Balance Sheet

	For the Year Ended
	December 31, 2022			As restated December 31, 2021
Assets
Cash & cash equivalents	$	113,155		$	331,523
Accounts Receivable, net		1,408,760			824,902
Prepaid expenses & other current assets		99,644			229,836
Total current assets		1,621,559			1,386,261
Fixed assets, net		49,191			70,319
Intangible asset, net		80,000			—
Deferred tax asset		107,989			107,989
Right-of-use asset		187,241			262,138
Other assets		—			1,674
Total assets	$	2,045,980		$	1,828,381
Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable	$	384,328		$	375,894
Accrued expenses		597,317			378,812
Deferred revenue		867,360			1,021,068
Other current liabilities		—			159,124
Loan from stockholder		583,840			526,777
Lease liability, current portion		74,896			74,897
Taxes payable		49,407			258,613
Total current liabilities		2,557,148			2,795,185
Long-term liabilities
Lease liability		116,917			191,813
Total long-term liabilities		116,917			191,813
Total Liabilities		2,674,065			2,986,998
Stockholders’ deficit
Minority interest		2,128			2,128
Common stock, $0.001 par value, 300,000,000 shares authorized, 48,259,753 and 45,599,330 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively		48,259			45,599
Preferred stock, $0.001 par value, 10,000,000 shares authorized, Series Z Preferred Stock, par value $0.001 per share, 1,000,000 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively		1,000			1,000
Additional paid-in capital		1,920,119			1,537,154
Accumulated deficit		(2,432,486	)		(2,675,303	)
Accumulated other comprehensive income (loss)		(167,105	)		(69,195	)
Total stockholders’ deficit		(628,085	)		(1,158,617	)
Total liabilities and stockholders’ deficit	$	2,045,980		$	1,828,381

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Ealixir, Inc. and Subsidiaries
Consolidated Statement of Operations

	For the Year Ended
	December 31, 2022			As restated December 31, 2021
Revenue
Online reputation management	$	2,770,575		$	3,007,306
Digital privacy solutions		1,369,456			530,701
Total revenue		4,140,031			3,538,007

Cost of Sales
Online reputation management		727,142			795,544
Digital privacy solutions		150,137			68,665
Total cost of sales		877,279			864,209
Gross Profit		3,262,752			2,673,798

Operating expenses
Stock compensation expense		367,138			456,811
General and administrative expenses		2,412,644			2,843,996
Advertising and marketing expenses		53,665			158,928
Total operating expenses		2,833,447			3,459,735
Operating profit (loss)		429,305			(785,937	)

Other income (expense):
Gain on disposition – subsidiaries		—			597,002
Bad debt expense		(155,174	)		(96,271	)
Interest expense		(26,836	)		—
Gain (loss) on foreign exchange		(83,419	)		—
Other income, net		103,050			—
Total other income (expense)		(162,379	)		500,731

Income before provision for income taxes		266,926			(285,206	)
Income tax expense		24,110			47,626
Net income (loss)	$	242,816		$	(332,832	)
Less: Net income (loss) attributable to noncontrolling interests	$	—		$	(2,128	)
Net income (loss) attributable to Ealixir, Inc.	$	242,816		$	(334,960	)

Other comprehensive income (loss), net of tax
Foreign exchange (income) expense	$	97,910		$	83,578
Comprehensive loss		144,906			(418,538	)
Less: Comprehensive income attributable to the noncontrolling interest		—			(2,128	)
Comprehensive income attributable to Ealixir, Inc. stockholders	$	144,906		$	(416,410	)

Basic and diluted earnings (loss) per common share	$	0.01		$	—
Weighted average number of shares outstanding		48,259,753			41,397,492

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Ealixir, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Deficit as Restated

	Common Stock			Preferred Stock			Additional Paid-in Capital		Accumulated Deficit			Minority Interest		Accumulated Other Comprehensive Income (Loss)			Total
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit			Minority Interest		Accumulated Other Comprehensive Income (Loss)			Total
Balance as of December 31, 2020	36,080,464	$	36,080	1,000,000	$	1,000	$	602,536	$	(2,340,343	)	$	—	$	14,383		$	(1,686,344	)
Minority interest	—		—	—		—		—		—			2,128		—			2,128
Issuance of Common Stock	191,200		191	—		—		477,809		—			—		—			478,000
Issuance of Common Stock for Services	9,327,666		9,328	—		—		456,809		—			—		—			466,137
Net income (loss)	—		—	—		—		—		(334,960	)		—		—			(334,960	)
Other comprehensive income (loss)	—		—	—		—		—		—			—		(83,578	)		(83,578	)
Balance as of December 31, 2021	45,599,330		45,599	1,000,000		1,000		1,537,154		(2,675,303	)		2,128		(69,195	)		(1,158,617	)
Issuance of Common Stock for Services	2,660,423		2,660	—		—		364,478		—			—		—			367,138
Imputed Interest on Stockholder Loans								18,487										18,487
Net income (loss)	—		—	—		—		—		242,817			—		—			242,817
Other comprehensive income (loss)	—		—	—		—		—		—			—		(97,910	)		(97,910	)
Balance as of December 31, 2022	48,259,753	$	48,259	1,000,000	$	1,000	$	1,920,119	$	(2,432,486	)	$	2,128	$	(167,105	)	$	(628,085	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-5

Table of Contents

Ealixir, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

	As restated
	Year Ended December 31, 2022			Year Ended December 31, 2021
Cash flows from operating activities:
Net loss	$	242,817		$	121,850
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		643			41,891
Stock issued to consultants for services		367,138			9,328
Disposal of assets		20,485			—
Implied interest related to stockholder loan		18,487			—
Amortization of operating right of use assets		74,897			—
Bad debt expense		155,174			96,271
Changes in operating assets and liabilities, net of effect of acquisition:
Accounts receivable		(739,032	)		(588,988	)
Prepaid expenses and other current assets		130,192			(198,833	)
Other assets		1,674			29,116
Deferred tax asset		—			(107,989	)
Accounts payable and accrued liabilities		8,434			394,736
Accrued liabilities		218,505			—
Deferred revenue		(153,708	)		311,334
Other current liabilities		(159,124	)		(270,302	)
Stock subscription deposit payable		—			(85,000	)
Taxes payable		(209,206	)		(191,744	)
Right of use liability		(74,897	)		266,710
Net cash provided (used in) by operating activities		(97,521	)		(171,620	)

Cash flows from investing activities:
Purchase of fixed assets		—			(370,390	)
Purchase of intangible assets		(80,000	)		—
Net cash provided by (used in) investing activities		(80,000	)		(370,390	)

Cash flows from financing activities:
Proceeds from stockholder loan		126,419			391,019
Proceeds from revolving loan – related party		(69,356	)		11,497
Proceeds from minority interest		—			2,128
Proceeds from issuance of common stock		—			478,000
Net cash provided by financing activities		57,063			882,644

Effect of foreign exchange rates on cash and restricted cash		(97,910	)		(83,578	)

Net increase in cash and restricted cash		(218,368	)		257,056
Cash and restricted cash, beginning of period		331,523			74,467
Cash and restricted cash, end of period	$	113,155		$	331,523

Supplemental Disclosure of Cash Activities:
Cash paid for income taxes, net of refunds	$	—		$	5,000

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-6

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business

Ealixir, Inc. (the “Company”) was incorporated in the State of Nevada on June 7, 2019 under the name Bull Run Capital Holdings, Inc. On January 8, 2020, the Company changed its name from “Bull Run Capital Holdings, Inc.” to “Budding Times Inc.” On May 21, 2020, the Company engaged in the 2020 Merger with Ealixir Privacy Services, Ltd, Dublin, Ireland, and as part of the 2020 Merger changed its name to Ealixir, Inc.

The Company is an Internet technology company specializing in the management and protection of digital identity and computer technology rights. The Company utilizes their technological platform to provide online reputation management and digital privacy solutions for individuals and businesses.

Restatement of December 31, 2021 Financial Statements

In connection with the preparation of the Ealixir, Inc. (the “Company”) financial statements as of December 31, 2022, the Company’s management, in consultation with its advisors, identified errors made in its previously issued financial statements for the periods ending December 31, 2021. Management determined that these financial statements do not give effect to $456,811 stock compensation expense for which was issued to consultants. The Company has determined it has materially understated its operating expenses and additional paid-in capital due to never recording the stock compensation expense according to the fair value of the Company’s stock.

As a result of the foregoing, the Company’s management concluded that its previously issued (i) audited balance sheet and consolidated statement of operations for the period ending December 31, 2021, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 10, 2023 should be restated.

The Company has discussed the matters disclosed with its independent registered public accounting firm, BF Borgers.

The discussion of our revised financial results contained in this Current Report on Form S-1 has been prepared by management and represents management’s preliminary assessment of the revised results. These results are subject to change as our independent registered public accounting firm completes its review.

Liquidity and Capital Resources

These financial statements have been prepared assuming that the Company can continue as a going concern. A company can continue as a going concern if it can meet its obligations as they come due for at least twelve months after the financial statements are issued or are available to be issued. On December 31, 2022, the Company reported an accumulated deficit of approximately $2,430,000, a stockholders’ deficiency of approximately $628,000 and a working capital deficit of approximately $936,000. Lastly, the Company incurred losses from operations of $332,832 for the year ended December 31, 2021. These conditions raise substantial doubt about the company’s ability to continue as a going concern.

As of the issuance date of these financial statements the Company has become profitable for the year ending December 31, 2022, has established an industry presence and is expecting significant growth for the year ending December 31, 2023.

Principles of Consolidation

The consolidated financial statements include the accounts of Ealixir and its controlled subsidiaries, which are primarily majority owned. Any noncontrolling interest in the equity of a subsidiary is reported as a component of total equity in the consolidated balance sheet. Net income and losses attributable to the noncontrolling interest are reported in the consolidated statements of operations.

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Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business (cont.)

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing. ASU 2016-10 provides guidance in identifying performance obligations and determining the appropriate accounting for licensing arrangements. The effective date and transition requirements for this ASU are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by ASU 2014-09). This ASU was adopted by the Company using the modified retrospective method effective January 1, 2020. The adoption did not have a material effect on the Company’s financial statements.

The Company accounts for a contract with a client when it has written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. In most contracts the Company bills the client prior to recognizing revenue from performing services. Deferred revenue of $867,360 and $1,021,068 at December 31, 2022 and 2021, respectively, is included in the consolidated balance sheets. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, the Company recognized revenue for charter services in accordance with the following five steps outlined in ASC 606:

The Company recognizes revenue after applying the following five steps:

1. Identification of the contract, or contracts, with a customer,

2. Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract

3. Determination of the transaction price, including the constraint on variable consideration

4. Allocation of the transaction price to the performance obligations in the contract

5. Recognition of revenue when, or as, performance obligations are satisfied

Identification of the contract, or contracts, with a customer: a contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) the Company determined that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

Identification of the performance obligations in the contract: performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. Subscription revenue is the Company’s main revenue stream. The revenue attributed to reputation management and digital consulting services for the years ended December 31, 2022 and 2021 was $4,140,031 and $3,538,007, respectfully.

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Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business (cont.)

Determination of the transaction price: the transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer.

Allocation of the transaction price to the performance obligations in the contract: if the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.

Cost of Sales

The Company’s cost of sales is comprised of commissions to internal sales staff. All commissions are recorded as incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expense are charged to the statement of operations as incurred. Expenses of promoting and selling services are classified as selling expenses and in addition to sales commissions include such items as compensation, advertising and travel. General and administrative expenses include such items as compensation, legal cost, office supplies, non-income taxes, insurance, office rental allowance for credit losses.

Advertising and Promotional Expense

Advertising expenditures are expensed when incurred and are included in sales and marketing expense in the period incurred. Advertising and promotional expenses were $53,665 and $158,928 for the years ended December 31, 2022 and 2021, respectively.

Stock-Based Compensation

The Company accounts for stock awards to consultants by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. Stock based compensation expense for the years ended December 31, 2021 and 2020 was $367,138 and $456,811, respectfully.

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. In addition, the Company tests goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that this asset may be impaired. These tests are based on the Company’s single operating segment and reporting unit structure. Impairment charges related to intangible assets, including goodwill, are generally recorded as a component of other operating charges or, to the extent they relate to equity method investees, in the line-item equity income (loss) — net in our consolidated statements of operations.

Acquired amortizable intangible assets, which are included in goodwill and intangible assets, net, are amortized on a straight-line basis over the estimated useful lives of the assets. The estimated remaining useful lives for intangible assets range from less than one year to 16 years.

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Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business (cont.)

Property and Equipment

Property and equipment are stated at historical value or cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of maintenance and repairs is expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in income from operations. Estimated useful lives are as follows:

Electronic equipment		3 years
Office furniture		3 years
Software development costs		3 years

in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present and an impairment test is performed, we estimate the future cash flows expected to result from the use of the asset or asset group and its eventual disposition.

These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. We use a variety of methodologies to determine the fair value of property, plant and equipment, including appraisals and discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use.

Income Taxes

We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

We apply the authoritative accounting guidance prescribing a threshold and measurement attribute for the financial recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement.

Foreign Currency

F-10

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business (cont.)

these are reported as foreign currency translation adjustments and are shown as accumulated other comprehensive income (loss) on the consolidated financial statements. Net losses resulting from foreign exchange transactions were insignificant for the years ended December 31, 2022 and 2021.

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Financial assets and liabilities denominated in other than the functional currency are re-measured at the balance sheet date exchange rate. The resulting exchange differences are recorded in the consolidated statements of comprehensive income (loss) as foreign exchange related gain or loss.

Cash and Cash Equivalents

For the purpose of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2022 and 2021.

Basic and Diluted Earnings/Loss per Common Share

Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance with Accounting Standards Codification (“ASC”) 260-10, Earnings per Share, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Potentially dilutive securities are excluded from the calculation of diluted loss per share, if their effect would be anti-dilutive. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Fair Value Measurement

ASC Topic 820, Fair Value Measurement, requires that certain financial instruments be recognized at their fair values at the consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in the balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

F-11

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business (cont.)

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

• Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The Company did not have any Level 2 or Level 3 assets and liabilities as of December 31, 2022 and 2021.

Financial Instruments

The Company’s financial instruments include cash, payables, and debt and are accounted for under the provisions of ASC Topic 825, Financial Instruments. The carrying amount of these financial instruments as reflected in the consolidated balance sheets and approximate fair value.

Concentration of Credit Risk

The Company maintains cash balances at financial institutions with accounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2022 and 2021, the Company’s cash balance did not exceed FDIC coverage. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.

Software Development Costs

We capitalize certain development costs related to our unified communications platform during the application development stage as long as it is probable the project will be completed, and the software will be used to perform the function intended. Capitalized software development costs are recorded as a component of property and equipment, net. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Capitalized software development costs are amortized on a straight-line basis over the software’s estimated useful life, which is generally three years, and are recorded in cost of revenue in the consolidated statements of operations. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. We have capitalized $80,000 and $0 during the years ended December 31, 2022 and 2021, respectively.

Impairment charges related to intangible assets, including goodwill, are generally recorded in other operating charges or, to the extent they relate to equity method investees, in equity income (loss)–net in our consolidated statements of operations.

F-12

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business (cont.)

Commitments and Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Segment Reporting

ASC 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers in deciding how to allocate resources and assess performance. The Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results including revenue, gross profit and operating profit at a consolidated level only. The Company does not distinguish between markets for the purpose of making decisions about resources allocation and performance assessment. Therefore, the Company has only one operating segment and one reportable segment.

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including

F-13

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1 Nature of the Organization and Business (cont.)

interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how the Company determines its allowance for estimated uncollectible receivables and evaluates its available-for-sale investments for impairment. ASU 2016-13 is effective for the Company in the first quarter of fiscal 2023. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures.

On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The update also simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance to improve consistent application.

The amendment in this update is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact this pronouncement may have on our consolidated financial statements.

As of December 31, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the consolidated balance sheet date of December 31, 2022, through the date which the consolidated financial statements were available to be issued. Based upon the review, other than described in Note 13 — Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Note 2 Accounts Receivable

Accounts receivable, net consisted of the following as of the year ended December 31:

	2022			2021
Accounts receivable	$	1,524,620		$	824,902
Allowance for doubtful accounts		(115,860	)		—
Total accounts receivable	$	1,408,760		$	824,902

Bad debt expense totaled $155,174 and $96,271 for the year ending December 31, 2022 and 2021, respectively.

Note 3 Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were $99,644 and $229,836 for the years ended December 31, 2022 and 2021. Prepaid expenses consist of upfront payments on supplier invoices and vendor contracts, tax refunds receivable on goods and services tax paid throughout the fiscal year in certain regions that we operate in, deferred costs associated with various efforts expended by the Company while attempting to become publicly listed, security deposits on leases, and consulting expenses associated with third-party assistance in the Company’s anticipated public listing.

F-14

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 3 Prepaid Expenses and Other Current Assets (cont.)

Prepaid expenses and other current assets consist of the following:

	December 31,
	2022		2021
Upfront payments	$	45,754	$	9,518
Goods and services tax receivable		29,410		22,082
Deferred costs		7,547		2,830
Deposits		16,933		195,406
Total prepaid expenses and other current assets		99,644		229,836

Note 4 Fixed assets, net

A summary of property and equipment is as follows at December 31:

	December 31,
	2022		2021
Computer equipment	11,462		—
Furniture and fixtures	43,825		82,679
Property and Equipment	55,287		82,679
Accumulated depreciation	(6,096	)	(12,360	)
Property and Equipment, net	49,191		70,319

Depreciation expense totaled $643 and $49,808 for years ended December 31, 2022 and 2021, respectively.

Note 5 Intangible Assets

The Company had software development costs of $80,000 and $0 related to projects not placed in service as of December 31, 2022 and 2021, which is included in intangible assets in the Company’s consolidated balance sheets. Once the asset is completed and placed into service, the straight-line method over the appropriate estimated useful life will be applied.

	December 31,
	2022		2021
Intangible asset	$	80,000	$	—
Less: Accumulated amortization		—		—
Total intangible assets, net	$	80,000	$	—

Note 6 Investment in Subsidiary

In February 2021, the Company formed a new subsidiary, Ealixir DE in Germany, in exchange for contributed capital of 14,783.75 USD. Ealixir Hispania owns 50.004% of the capital of this company. Since Ealixir has control over this entity, they have elected to consolidate their results in its financial statements.

F-15

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 7 Leases

Amounts recognized as right-of-use assets related to finance leases are included in fixed assets, net in the accompanying statement of financial position, while related lease liabilities are included in current portion of long-term debt and long-term debt. As of December 31, 2022 and 2021, right-of-use assets and lease liabilities related to finance leases were as follows:

	December 31,
	2022		2021
Finance lease ROU asset, net	$	187,241	$	262,138
Finance lease liabilities:
Current portion of long-term debt		74,896		74,897
Long-term debt		116,917		191,813

The total value of the right-of-use asset was $299,586 and accumulated amortization related to the finance lease was $112,345 and $37,448 for the years ended December 31, 2022 and 2021, respectively. Interest expense attributed to the ROU asset was $16,051 and $7,978 for the years ended December 31, 2022 and 2021, respectively.

Note 8 Stockholder Loans

As of December 31, 2022 the Company has two loan payables presented on the balance sheet from stockholders for an aggregate of $583,840. The Company imputed interest on the loan of 5% for the year ended December 31, 2022 and 2021 of $18,487 and $0, respectively.

Note 9 Commitments and Contingencies

Related party Transactions

The Company has an employment agreement with a related party of the CEO for 24,000 EUROS net per year and it is for an indefinite period of time. In October 2020, this agreement was modified to pay the related party 70,000 EUROS net per annum. This transaction is presented in the statement of operations.

The Company has an agreement with its majority stockholder and its former CEO to provide new business clients to the Company. In exchange the Company has agreed to pay the CEO 20% of this new customer’s collected revenue indefinitely. The agreement is for twelve months and is automatically renewed annually. This transaction is presented in the statement of operations.

The Company has stockholder loans in place with its current CFO for the principal amount of $583,840, as seen in Note 8. The loan will be fully repaid in 2023 and incurred interest expense of $18,847 for the year ended December 31, 2022. This transaction is presented on the balance sheet as related party debt.

Legal Matter

In the opinion of management, as of December 31, 2022 and 2021, there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies.

Note 10 Stockholders’ Deficit

Common Stock

The Company is authorized to issue 300,000,000 shares of common stock with a $0.001 par value, of which 48,259,753 and 45,599,330 shares were outstanding as of December 31, 2022 and 2021, respectively. As of December 31, 2021, 5,258,200 are issued and outstanding.

F-16

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 10 Stockholders’ Deficit (cont.)

Series Z Preferred Stock

The Company is authorized to issue 1,000,000 shares of $.001 par value series Z preferred stock. As of December 31, 2022 and 2021 the outstanding series Z preferred shares are 1,000 and 0, respectively.

Upon the occurrence of a liquidation event, whether voluntary or involuntary, the holders of Series Z Preferred Stock are entitled to receive net assets on a pro rata basis. Each holder of Series Z Preferred Stock is entitled to receive ratably any dividends declared by the board, if any, out of funds legally available for the payment of dividends. As used herein, liquidation event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, unless (a) the holders of the Series Z Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series Z Preferred Stock and the stockholders of the Company immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter, unless the holders of the shares of Series Z Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets, unless the holders of Series Z Preferred Stock elect otherwise. Holders of shares of Series Z Preferred Stock shall have no right to convert those shares into Common Stock or any other class of securities of the Corporation. Each one share of the Series Z Preferred Stock shall have voting rights equal to nine hundred (900) votes of Common Stock.

Note 11 Income Taxes

The following table presents the components of income (loss) before income taxes (in millions):

	Years Ended December 31,
	2022			2021
United States	$	(0.18	)	$	0.00
Foreign		0.44			(0.11	)
Total	$	(0.62	)	$	(0.11	)

The following table summarizes our provision for income taxes (in millions):

	Years Ended December 31,
	2022			2021
Federal	$	(0.01	)	$	(0.47	)
Current		—			0.10
Deferred		—			—
State
Current		—			—
Deferred		—			—
Foreign
Current		0.11			0.12
Deferred		—			(0.01	)
Total		0.12			0.11

Prior to May 2020, none of the current Ealixir group entities were subject to income tax in the United States as they were all incorporated and operated abroad. In May 2020, Ealixir, Inc. (previously an Ireland corporation) was party to a reverse acquisition merger of a U.S. company (Budding Times, Inc.) that was essentially inactive since its incorporation in 2019. For the year ended December 31, 2022, our provision for income taxes increased due to profitability in the US and in Spain.

F-17

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 11 Income Taxes (cont.)

The following table presents the items accounting for the difference between income taxes computed at the federal statutory income tax rate and our provision for income taxes:

	Years Ended December 31,
	2022		2021
Federal statutory rate	21.0	%	21.0	%
Effect of:
State taxes, net of federal tax benefit	—		—
Effects of foreign operations	(1	)%	41	%
Section 250 GILTI tax	—		—
Non-deductible expenses	(1	)%	—
Total	19.0	%	62	%

The following table presents the components of our deferred tax assets and liabilities (in millions):

	Years Ended December 31,
	2022		2021
Deferred tax assets
Accruals and reserves	$	—	$	—
Net operating loss carryforwards		0.08		0.11
Gross deferred tax assets		0.08		0.11
Valuation allowance		—		—
Total deferred tax assets		0.08		0.11
Total deferred tax liabilities		—		—
Net deferred tax assets	$	0.08	$	0.11

The decrease in deferred tax assets is largely due to the recording of profits. As of December 31, 2022, it is more likely than not that our deferred tax assets will be realizable.

As of December 31, 2022, we had NOL carryforwards of approximately $317,000, available to reduce future taxable income, if any. The majority of the foreign NOLs will carry forward indefinitely.

As of December 31, 2022, our federal, state, and foreign income tax returns for the tax years 2020 through the current period remain subject to adjustment due to current and future examinations. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in earlier years, which have been carried forward and may be audited in subsequent years when utilized. The Company plans to amend its 2020 and 2021 U.S. income tax return due to filing the tax return by the extended filing deadline before adjustments were made to finalize the underlying financials. Penalties and interest on the amended 2020 and 2021 U.S. income tax return and Florida tax return have not been recorded, as they are unknown at this time.

Note 12 Stock Based Compensation

The Company has elected to value the shares issued to its consultants and professionals during 2022 at par value. During 2022 the Company issued 2,660,423 restricted shares of its common stock and it is shown as an expense on the consolidated statement of operations at $367,138.

The Company has elected to value the shares issued to its consultants and professionals during 2021 at par value. During 2021 the Company issued 9,327,666 restricted shares of its common stock and it is shown as an expense on the consolidated statement of operations at $456,811.

F-18

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 13 Issuance of Common Stock

During 2021 the Company sold shares of its common stock through a Private Placement, there were no common shares sold during the year ended December 31, 2022. The summary of the transaction is as follows:

		Shares		Amount
2021		191,200		$	478,000

Note 14 Geographical Information

The following table provides details of revenue by geography:

	Years Ended December 31,
	2022		2021
Americas	$	2,967,923	$	1,330,620
Europe/Middle East/Africa		1,204,940		2,204,111
Total	$	4,172,863	$	3,534,731

Note 15 Subsequent Events

Subsequent events were evaluated through July 14, 2023, which is the date the financial statements were available to be issued.

F-19

Table of Contents

Ealixir, Inc. and Subsidiaries
Consolidated Balance Sheet
(Unaudited)

	March 31, 2023			December 31, 2022
Assets
Cash & Cash Equivalents	$	52,632		$	113,155
Accounts Receivable, net		2,687,965			1,408,760
Prepaid expenses and other current assets		537,385			99,644
Total current assets		3,277,982			1,621,559
Fixed assets, net		67,434			49,191
Intangible assets, net		100,000			80,000
Deferred tax asset		107,989			107,989
Right-of-use asset		168,517			187,241
Total assets	$	3,721,922		$	2,045,980
Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable and accrued expenses	$	1,175,461		$	981,645
Deferred revenue		1,280,576			867,360
Right of use liability – current		56,172			74,896
Taxes payable		48,873			49,407
Total current liabilities		2,561,082			1,973,308
Long-term liabilities
Right of use liability, net of current portion		116,917			116,917
Loan from stockholder		581,695			583,840
Total long-term liabilities		698,612			700,757
Total Liabilities		3,259,694			2,674,065
Stockholders’ deficit
Minority interest		—			2,128
Common stock, $0.001 par value, 300,000,000 shares authorized, 57,332,036 and 48,259,753 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		57,331			48,259
Preferred stock, $0.001 par value, 10,000,000 shares authorized, Series Z Preferred Stock, par value $0.001 per share, 1,000,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		1,000			1,000
Additional paid-in capital		3,170,294			1,920,119
Retained Earnings/(Loss)		(2,593,893	)		(2,432,486	)
Accumulated other comprehensive income (loss)		(172,504	)		(167,105	)
Total stockholders’ Equity/(deficit)		462,228			(628,085	)
Total liabilities and stockholders’ Equity/(deficit)	$	3,721,922		$	2,045,980

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-20

Table of Contents

Ealixir, Inc. and Subsidiaries
Consolidated Statement of Operations
(Unaudited)

	For the Quarter Ended
	March 31, 2023			March 31, 2022
Revenue
Online reputation management	$	1,734,576		$	1,237,658
Digital privacy solutions		12,824			9,150
Total revenue		1,747,400			1,246,808

Cost of Sales
Online reputation management		178,725			202,107
Digital privacy solutions		38,704			43,767
Total cost of sales		217,429			245,874
Gross Profit		1,529,972			1,000,934

Operating expenses
General and administrative expenses		402,804			805,697
Advertising and marketing expenses		—			—
Stock compensation expense		1,251,975			—
Total operating expenses		1,654,779			805,697
Operating profit (loss)		(124,808	)		195,237

Other income (expense):
Interest expense		10,208			10,389
Bad debt expense		21,289			34,314
Total other income (expense)		31,497			44,703

Income before provision for income taxes		(156,305	)		150,534
Income tax expense		5,102			8,521
Net income	$	(161,407	)	$	142,013
Net income (loss) attributable to Ealixir, Inc.	$	(161,407	)	$	142,013

Other comprehensive income (loss), net of tax
Foreign exchange (income) expense	$	(2,955	)	$	46,361
Comprehensive income/(loss)		(158,452	)		95,652
Comprehensive income attributable to Ealixir, Inc. stockholders	$	(158,452	)	$	95,652

Basic and diluted earnings (loss) per common share	$	(0.003	)		0.003
Weighted average number of shares outstanding		54,976,036			45,664,753

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-21

Table of Contents

Ealixir, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Deficit
(Unaudited)

	Common Stock			Preferred Stock				Additional Paid-in Capital		Retained Earnings/(Loss)			Minority Interest		Accumulated Other Comprehensive Income (Loss)			Total
	Shares	Amount		Shares		Amount		Additional Paid-in Capital		Retained Earnings/(Loss)			Minority Interest		Accumulated Other Comprehensive Income (Loss)			Total
Balance as of December 31, 2021	45,599,330		2,234,367		1,000,000		1,000		1,080,345		(4,407,261	)		2,128		(69,195	)		(1,158,616	)
Issuance of Common Stock for Services	—		—		—		—		—		—			—		—			—
Imputed Interest on Stockholder Loans	—		—		—		—		5,318		—			—		—			5,318
Net income (loss)	—		—		—		—		—		95,652			—		—			95,652
Other comprehensive income (loss)	—		—		—		—		—		—			—		(75,135	)		(75,135	)
Balance as of March 31, 2022	45,599,330	$	2,234,367	$	1,000,000	$	1,000	$	1,085,663	$	(4,311,609	)	$	2,128	$	(144,330	)	$	(1,132,780	)

	Common Stock			Preferred Stock				Additional Paid-in Capital		Retained Earnings/(Loss)			Minority Interest			Accumulated Other Comprehensive Income (Loss)			Total
	Shares	Amount		Shares		Amount		Additional Paid-in Capital		Retained Earnings/(Loss)			Minority Interest			Accumulated Other Comprehensive Income (Loss)			Total
Balance as of December 31, 2022	48,259,753	$	48,259	$	1,000,000	$	1,000	$	1,920,119	$	(2,432,486	)	$	2,128		$	(167,105	)		(628,085	)
Minority interest	—		—		—		—		—		—			(2,128	)		—			(2,128	)
Issuance of Common Stock for Services	6,716,283		6,716		—		—		920,131		—			—			—			926,847
Common stock provision	2,356,000		2,356		—		—		322,772		—			—			—			325,128
Imputed Interest on Stockholder Loans	—		—		—		—		7,272		—			—			—			7,272
Net income (loss)	—		—		—		—		—		(161,407	)		—			—			(161,407	)
Other comprehensive income (loss)	—		—		—		—		—		—			—			(5,399	)		(5,399	)
Balance as of March 31, 2023	57,332,036	$	57,331	$	1,000,000	$	1,000	$	3,170,294	$	(2,593,893	)	$	—		$	(172,504	)	$	462,228

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-22

Table of Contents

Ealixir, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

	Quarter Ended
	March 31, 2023			March 31, 2022
Cash flows from operating activities:
Net profit	$	(161,407	)	$	93,079
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		(18,243	)
Stock issued to consultants for services		1,259,247
Amortization of operating right of use assets		18,724
Bad debt expense		21,289
Changes in operating assets and liabilities, net of effect of acquisition:
Accounts receivable		(1,300,494	)		1,426,373
Prepaid expenses and other current assets		(437,741	)
Other assets		—
Deferred tax asset		—
Accounts payable and accrued liabilities		195,319			1,865,748
Deferred revenue		413,216
Other current liabilities		(1,503	)		1,665,135
Stock subscription deposit payable		—
Taxes payable		(534	)
Right of use liability		(18,724	)
Other long-term liabilities		—			(4,968,783	)
Net cash provided (used in) by operating activities		(30,851	)		81,552

Cash flows from investing activities:
Purchase of fixed assets		—			(1,085	)
Purchase of intangible assets		(20,000	)		13,844
Net cash provided by (used in) investing activities		(20,000	)		12,759

Cash flows from financing activities:
Proceeds from stockholder loan		(2,145	)
Proceeds from revolving loan – related party		—
Proceeds from minority interest		(2,128	)
Proceeds from issuance of common stock		—
Net cash provided by financing activities		(4,273	)		—

Effect of foreign exchange rates on cash and restricted cash		(5,399	)

Net increase in cash and restricted cash		(60,523	)		94,311
Cash and restricted cash, beginning of period		113,155			28,773
Cash and restricted cash, end of period	$	52,632		$	123,084

Supplemental Disclosure of Cash Activities:
Cash paid for income taxes, net of refunds	$	—		$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-23

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business

Liquidity and Capital Resources

These financial statements have been prepared assuming that the Company can continue as a going concern. A company can continue as a going concern if it can meet its obligations as they come due for at least twelve months after the financial statements are issued or are available to be issued. On March 31, 2023, the Company reported stockholders’ equity of approximately $462,228 and a working capital surplus of approximately $716,900. Lastly, the Company incurred losses from operations of $154,135 for the period ended March 31, 2023. These conditions raise substantial doubt about the company’s ability to continue as a going concern.

As of the issuance date of these financial statements the Company has become profitable for the three months ending March 31, 2023, has established an industry presence and is expecting significant growth for the year ending December 31, 2023.

Principles of Consolidation

Use of Estimates

Revenue Recognition

F-24

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business (cont.)

included in the consolidated balance sheets. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, the Company recognized revenue for charter services in accordance with the following five steps outlined in ASC 606:

The Company recognizes revenue after applying the following five steps:

1. Identification of the contract, or contracts, with a customer,

2. Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract

3. Determination of the transaction price, including the constraint on variable consideration

4. Allocation of the transaction price to the performance obligations in the contract

5. Recognition of revenue when, or as, performance obligations are satisfied

Identification of the performance obligations in the contract: performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. Subscription revenue is the Company’s main revenue stream. The revenue attributed to reputation management and digital consulting services for the periods ended March 31, 2023 and 2022 was $ 1,529,972 and $ 1,000,934, respectfully.

Cost of Sales

The Company’s cost of sales is comprised of commissions to internal sales staff. All commissions are recorded as incurred.

Selling, General and Administrative Expenses

F-25

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business (cont.)

Stock-Based Compensation

The Company accounts for stock awards to consultants by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as expense over the period during which the recipient is required to provide services in exchange for that award. Stock based compensation expense for the periods ended March 31, 2023 and 2022 was $1,251,975 and $0, respectfully.

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

Property and Equipment

Electronic equipment		3 years
Office furniture		3 years
Software development costs		3 years

F-26

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business (cont.)

Income Taxes

Foreign Currency

The Company uses U.S. dollars (“US$”) as its reporting currency. Generally, the functional currency of the Company’s international subsidiaries is the local currency. The financial statements of the Company’s subsidiaries using functional currency other than US$ are translated into U.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as accumulated other comprehensive income (loss) on the consolidated financial statements. Net losses resulting from foreign exchange transactions were insignificant for the periods ended March 31, 2023 and 2022.

Cash and Cash Equivalents

Basic and Diluted Earnings/Loss per Common Share

F-27

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business (cont.)

dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. Potentially dilutive securities are excluded from the calculation of diluted loss per share, if their effect would be anti-dilutive. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Fair Value Measurement

• Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities.

The Company did not have any Level 2 or Level 3 assets and liabilities as of March 31, 2023 and 2022.

Financial Instruments

F-28

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business (cont.)

Concentration of Credit Risk

The Company maintains cash balances at financial institutions with accounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2023 and December 31, 2022, the Company’s cash balance did not exceed FDIC coverage. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.

Software Development Costs

We capitalize certain development costs related to our unified communications platform during the application development stage as long as it is probable the project will be completed, and the software will be used to perform the function intended. Capitalized software development costs are recorded as a component of property and equipment, net. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Capitalized software development costs are amortized on a straight-line basis over the software’s estimated useful life, which is generally three years, and are recorded in cost of revenue in the consolidated statements of operations. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. We have capitalized $20,000 and $0 during the periods ended March 31, 2023 and 2022, respectively.

Commitments and Contingencies

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Segment Reporting

F-29

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business (cont.)

resources and assess performance. The Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results including revenue, gross profit and operating profit at a consolidated level only. The Company does not distinguish between markets for the purpose of making decisions about resources allocation and performance assessment. Therefore, the Company has only one operating segment and one reportable segment.

Recently Issued Accounting Standards

F-30

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 1 Nature of the Organization and Business (cont.)

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the consolidated balance sheet date of March 31, 2023, through the date which the consolidated financial statements were available to be issued. Based upon the review, other than described in Note 13 — Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Note 2 Accounts Receivable

Accounts receivable, net consisted of the following as of the periods ended March 31:

	March 31, 2023			December 31, 2022
Accounts receivable	$	2,825,432		$	1,524,620
Allowance for doubtful accounts		(137,467	)		(115,860	)
Total accounts receivable	$	2,687,965		$	1,408,760

Bad debt expense totaled $21,289 and $34,314 for the periods ending March 31, 2023 and 2022, respectively.

Note 3 Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were $537,385 and $99,644 for the periods ended March 31, 2023 and December 31, 2022. Prepaid expenses consist of upfront payments on supplier invoices and vendor contracts, tax refunds receivable on goods and services tax paid throughout the fiscal year in certain regions that we operate in, deferred costs associated with various efforts expended by the Company while attempting to become publicly listed, security deposits on leases, and consulting expenses associated with third-party assistance in the Company’s anticipated public listing.

Prepaid expenses and other current assets consist of the following:

	March 31, 2023		December 31, 2022
Upfront payments	$	464,078	$	292,586
Goods and services tax receivable		33,269		38,941
Deferred costs		23,063		23,180
Deposits		16,975		16,975
Total prepaid expenses and other current assets	$	537,385	$	99,644

Note 4 Fixed assets, net

A summary of property and equipment is as follows at March 31:

	March 31, 2023			December 31, 2022
Computer equipment	$	11,539		$	11,462
Furniture and fixtures		70,635			43,825
Property and Equipment		82,174			55,287
Accumulated depreciation		(14,740	)		(6,096	)
Property and Equipment, net	$	67,434		$	49,191

Depreciation expense totaled $2,319 and $1,873 for the periods ended March 31, 2023 and 2022, respectively.

F-31

Table of Contents

Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 5 Intangible Assets

The Company had software development costs of $100,000 and $80,000 related to projects not placed in service as of March 31, 2023 and December 31, 2022, which is included in intangible assets in the Company’s consolidated balance sheets. Once the asset is completed and placed into service, the straight-line method over the appropriate estimated useful life will be applied.

	March 31, 2023		December 31, 2022
Intangible asset		100,000		80,000
Less: Accumulated amortization		—		—
Property and Equipment, net	$	100,000	$	80,000

Note 6 Investment in Subsidiary

In February 2021, the Company formed a new subsidiary, Ealixir DE in Germany, in exchange for contributed capital of 12,500 EUR. Ealixir owns 50% of the capital of this company. Since Ealixir has control over this entity, they have elected to consolidate their results in its financial statements.

Note 7 Leases

Amounts recognized as right-of-use assets related to finance leases are included in fixed assets, net in the accompanying statement of financial position, while related lease liabilities are included in current portion of long-term debt and long-term debt. As of March 31, 2023 and December 31, 2022, right-of-use assets and lease liabilities related to finance leases were as follows:

	March 31, 2023		December 31, 2022
Finance lease ROU asset, net	$	168,517	$	187,241
Finance lease liabilities:
Current portion of lease liability		56,172		74,896
Lease liability		116,917		116,917

The total value of the right-of-use asset was $299,586 and accumulated amortization related to the finance lease was $131,069 and $112,345 for the periods ended March 31, 2023 and December 31, 2022, respectively. Interest expense attributed to the ROU asset was $2,937 and $4,431 for the periods ended March 31, 2023 and 2022, respectively.

Note 8 Stockholder Loans

As of March 31, 2023, the Company has two loan payables presented on the balance sheet from stockholders for an aggregate of $581,695. The Company imputed interest on the loan of 5% for the periods ended March 31, 2023 and 2022 of $7,272 and $5,318, respectively.

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Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 9 Commitments and Contingencies

Related party Transactions

The Company has stockholder loans in place with its current CFO for the principal amount of $581,695, as seen in Note 8. The loan will be fully repaid in 2023 and incurred interest expense of $7,272 for the period ended March 31, 2023. This transaction is presented on the balance sheet as related party debt.

Legal Matter

In the opinion of management, as of March 31, 2023 and December 31, 2022, there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies.

Note 10 Stockholders’ Deficit

Common Stock

The Company is authorized to issue 300,000,000 shares of common stock with a $0.001 par value, of which 57,332,036 and 48,259,753 shares were outstanding as of March 31, 2023 and December 31, 2022, respectively.

Series Z Preferred Stock

The Company is authorized to issue 1,000,000 shares of $.001 par value series Z preferred stock. As of March 31, 2023 and December 31, 2022, the outstanding series Z preferred shares are 1,000 and 1,000, respectively.

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Ealixir, Inc. and Subsidiaries
Notes to Unaudited Quarterly Consolidated Financial Statements
(Unaudited)

Note 11 Stock Based Compensation

The Company has elected to value the shares issued to its consultants and professionals during 2022 at par value. During 2022 the Company issued 9,072,283 restricted shares of its common stock and it is shown as an expense on the consolidated statement of operations at $1,251,975. There was no stock compensation expense for the three months ended March 31, 2022.

Note 12 Geographical Information

The following table provides details of revenue by geography:

	Periods Ended March 31,
	2023		2022
Americas	$	168,562	$	162,085
Europe/Middle East/Africa		1,578,838		1,084,723
Total	$	1,747,400	$	1,246,808

Note 13 Subsequent Events

Subsequent events were evaluated through August 8, 2023, which is the date the financial statements were available to be issued.

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You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations. The risks and uncertainties described in this document and other risks and uncertainties which we may face in the future will have a greater impact on those who purchase our Common Stock. These purchasers will purchase our Common Stock at the market price or at a privately negotiated price and will run the risk of losing their entire investment.

EALIXIR, INC.

_______________ shares
Common Stock

PUBLIC OFFERING PROSPECTUS

, 2023

Through and including , 2023 (the 25th day after the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in the listing, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED AUGUST [__], 2023

EALIXIR, INC.

__________ shares of Common Stock

This prospectus relates to the resale of shares of common stock of Ealixir, Inc., par value, $0.001 per share (“Common Stock”) by the selling stockholders named in this prospectus. We will not receive any of the proceeds from the sale of shares of Common Stock by the selling stockholders named in this prospectus.

The selling stockholders must sell their shares at a fixed price per share of $ , which is the per share price of the shares being offered in our initial public offering (the “Offering”), until such time as our shares are listed on a national securities exchange. Thereafter, the shares offered by this prospectus may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices. By separate prospectus (the “Public Offering Prospectus”), we have registered an aggregate of [_______] shares which we are offering for sale to the public through our underwriters, excluding any shares issuable upon the underwriters’ over-allotment option.

The distribution of securities offered hereby may be affected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling stockholders.

We have applied to list our shares of common stock for trading on the Nasdaq Capital Market, subject to official notice of issuance, under the symbol “EAXR.” No assurance can be given that our application will be approved. The consummation of this offering is conditioned on obtaining Nasdaq approval. [No sales of the shares covered by this prospectus shall occur until the Common Stock sold in our initial Offering begin trading on Nasdaq.]

Investing in our Common Stock involves significant risks. You should read the section entitled “Risk Factors” beginning on page 15 for a discussion of certain risk factors that you should consider before investing 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 (“SEC”) nor any other regulatory body has passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Resale Prospectus is , 2023

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THE OFFERING

EXPLANATORY NOTE

Concurrent with this offering, the Company is registering shares of Common Stock in connection with an initial Offering of shares of Common Stock through the underwriters. Sales by stockholders that purchased shares in our Common Stock from the initial Offering may reduce the price of our Common Stock, demand for our shares and, as a result, the liquidity of your investment.

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RESALE PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this 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 prospectus carefully, including the section entitled “Risk Factors” in this prospectus, the financial statements and the notes to the financial statements included elsewhere in this prospectus. Unless the context otherwise requires, references contained in this prospectus to the “Company,” “we,” “us,” or “our” or similar terminology refers to Ealixir, Inc., a Nevada corporation, and its consolidated subsidiaries.

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 our belief that our clients, both individual and corporate, should have the “right to be forgotten”. In other words, we believe that every individual and company has the right to remove outdated, negative information, or harmful spurious content about themselves from the internet. 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 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.

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.

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, 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 potentials 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.

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• WEBiD is a detailed report of all online content 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 Analytics collects real-time big data about states, institutions, political parties, candidates and personalities working in these structures. 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 words and sentences in order to identify trends in 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.

• ReputScore is our latest offering currently under development. This service is designed to offer an immediate and broad overview of a person’s or company’s web reputation. We scan the Internet to analyze the sentiment which is mostly associated with the client, and we then assign a score from 1 to 1,000 (where a higher number denotes a more positive sentiment).

Competition

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”.

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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. Ealixir does not offer a monitoring service over the time, after the indexation or the cancellation has occurred. As a consequence, no subscription plan is offered.

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:

• WEBiD — $5,000

• Ealixir Removal — $1,500 per link 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 the scope of the project.

The 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.

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 this 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 30th, 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 prospectus as the “JOBS Act,” and references in this 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:

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• 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.

Implications of Being a Controlled Company

We expect that our President and Chairman of the Board, Mr. Enea Angelo Trevisan, will hold a majority of our voting power following this offering and we will continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Listing Rules. Accordingly, we will be a controlled company under the applicable Nasdaq 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.

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Corporate History and Structure

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 June 1, 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.

We are a holding company operating through three separate wholly operating companies, Ealixir USA, Inc., EALIXIR HISPANIA S.L.U. (“Ealixir Hispania”) and ELAB Hispania, S.L (“ELAB Hispania”). Below is a chart of our corporate structure:

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Listing on the Nasdaq Capital Market

Our Common Stock is currently quoted on the OTC Pink Market under the symbol “EAXR.” In connection with this offering, we have applied to list our Common Stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EAXR.” If our listing application is approved, we expect to list our Common Stock on Nasdaq upon consummation of the offering, at which point our Common Stock will cease to be traded on the OTC Pink Market. No assurance can be given that our listing application will be approved. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements. There can be no assurance that our Common Stock will be listed on the Nasdaq.

Corporate Information

Recent Developments

Artificial Intelligence

In pursuing the process of strengthening the IT architecture and to broaden its offer of services, the Company recently engaged in a strategic collaboration with an Institute for development of artificial intelligence. The cooperation, driven by Ealixir in its inner features, will support several innovative applications and the deployment of new services; in this regard, it is worthy to mention the service ‘ReputScore’, our latest offering, which is designed to offer an immediate and broad overview of a person’s or company’s web reputation; the application scans the Internet to analyze the sentiment which is mostly associated with the client and, then, assigns a score from 1 to 1,000 (where a higher number denotes a more positive sentiment).

We believe mobile applications has significant growth potential. We expect to offer ReputScore to new and existing clients starting in 2024. To date, we do not believe that there is an existing app that allows users to measure their online reputation. Once our app launches, we are planning to do an international communication plan to bring awareness of our app in over 20 countries. Since we believe that most of the users who download the app will probably be aware they might have online reputation issues, we forecast for the first year 400,000 downloads for the application and 6,000-7,000 actual new clients onboard (an estimated 0.2 % of new clients over downloads).

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Corporate events (‘Ealixir Event Launch’).

Contracts management

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OFFERING SUMMARY

Common Stock Offered by the Selling Stockholders		[______] shares of Common Stock.
Common Stock offered by us:		0 shares of Common Stock.
Selling Price		The shares offered by this prospectus may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices.
Shares of Common Stock Outstanding prior to this Offering		63,282,036 shares of Common Stock, which excludes up to [____] shares of Common Stock issuable pursuant to awards granted under our equity incentive plan.

Shares of Common Stock to be Outstanding after this Offering		[_______] shares of Common Stock (or [_____] shares if the underwriters exercise their option to purchase additional shares in full).
Use of Proceeds		We will not receive any of the proceeds from the sale of Common Stock by the selling stockholders named in this Resale Prospectus.
Dividend policy		The Company has never paid dividends on its Common Stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the Board of Directors (“Board”) and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant. See “Dividend Policy.”
Risk Factors		Investing in our Common Stock involves a high degree of risk. For a discussion of factors, you should consider in making an investment, see “Risk Factors” beginning on page 15.

Unless we indicate otherwise, this prospectus reflects and assumes the following:

• the issuance by us of our Common Stock pursuant to the Offering prospectus filed contemporaneously herewith; and

• no exercise by the underwriters of their option to purchase up to [___________] additional shares of our Common Stock from us to cover over-allotments, if any.

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Summary of Consolidated Financial Information

	Year Ended December 31,						Quarter Ended March 31,
	2022			2021			2023			2022
				restated						restated
Total Revenue	$	4,140,031		$	3,538,007		$	1,747,401		$	1,246,808
Cost of sales		877,279			864,209			217,429			245,874
Gross profit		3,262,752			2,673,798			1,529,972			1,000,934

Operating expenses:
Stock compensation expense		367,138			456,811			926,847			9,028
General and administrative		1,547,784			2,843,996			419,673			482,623
Directors’ salaries		273,651			10,000			62,500			144,241
Personnel – Gross		644,874			148,928			245,759			169,805
Total operating expenses		2,833,447			3,459,735			1,654,779			805,697
Profit (Loss) from operations		429,305			(785,937	)		(124,807	)		195,237
Other income (expense):
Gain on disposition – subsidiaries		—			597,002			—			—
Bad debt expense		(155174	)		(96,271	)		(21,289	)		(34,313	)
Interest expense		(26,836	)		0			(2,937	)		(640	)
Other income, net		19,631
Total other income (expense)		(162,379	)		500,731			(24,226	)		(34,953	)
Income before provision for income taxes		266,926			(285,206	)		(149,033	)		160,284
Income tax expense		24,110			47,626			5,102			8,521
Net income (loss)	$	242,816		$	(332,832	)	$	(154,135	)	$	151,763

Foreign exchange (income) expense		97,910			83,578			(2,955	)		46,361
Total Comprehensive Income (loss)	$	144,906		$	(416,410	)	$	(151,181	)	$	105,402

Weighted average shares of Common Stock outstanding – basic and diluted(1)		48,259,753			41,397,492			54,976,036			45,664,753
Net loss per share of Common Stock – basic and diluted		0.0030			(0.0101	)		(0.0027	)		0.0023
Pro forma number of common shares outstanding – basic and diluted(2)		48,259,753			41,397,492			54,976,036			45,664,753

____________

(2) Reflects the numbers of shares of Common Stock issued and outstanding after the Offering.

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	December 31, 2022			December 31, 2022		December 31,
	December 31, 2022			December 31, 2022		2021			2020
	Actual			As Adjusted(1)(2)		restated
Cash and cash equivalents	$	113,155		$	[____]	$	331,523		$	74,467
Accounts Receivable		1,408,760			[____]		824,902			332,185
Prepaid expenses and other current assets		99,644					229,836			31,003
Total current assets		1,621,559			[____]		1,386,261			437,655
Total non-current assets		424,421			[____]		442,120			30,790
Total assets		2,045,980			[____]		1,828,381			472,403
Accounts payable, accrued expenses and other current liabilities		1,222,865			[____]		1,439,153			348,472
Deferred revenue		867,360			[____]		1,021,068			709,734
Long term debt payable to stockholders		583,840			662,709		526,777			135,758
Total liabilities		2,674,065			[____]		2,986,998			2,158,747
Total equity		(628,085	)		[____]		(1,158,617	)		(1686,344	)
Total liabilities and stockholders’ equity (deficit)	$	2,045,980		$	[____]	$	1,828,381		$	472,403

____________

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of Common Stock by the selling stockholders.

The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them 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, including, without limitation, all registration and filing fees and fees and expenses of our counsel and our accountants.

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SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number of shares of Common Stock 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 stockholder pursuant to this Resale Prospectus. The table also provides information regarding the beneficial ownership of our Common Stock by the selling stockholder as adjusted to reflect the assumed sale of all of the shares offered under this Resale Prospectus.

Percentage of beneficial ownership before this offering is based on 4,939,345 shares of Common Stock outstanding as at the date of this Resale Prospectus. Beneficial 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 has, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by him.

Other than as set forth below, none of the selling stockholders has had any position, office or other material relationship within past three years with the Company and none of the selling stockholders 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 “Selling Stockholders Plan of Distribution.” The table below assumes that the selling stockholders will sell all of the shares offered for sale hereby:

Name of Selling Stockholder	Shares of Common Stock Beneficially Owned Prior to Offering(1)	Maximum Number of Shares of Common Stock to be Sold	Number of Shares of Common Stock Owned after Offering(2)	Percentage Ownership After Offering (%)(2)
The Governance Box, Inc.(3)	2,025,000	1,000,000	1,025,000	%
Enkrateia Holding LTD(4)	2,950,000	1,000,000	1,950,000	%

____________

(1) Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of Common Stock, or convertible or exercisable into shares of Common Stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

(2) Since we do not have the ability to control how many, if any, of their shares each of the selling stockholders will sell, we have assumed that the selling stockholders will sell all of their shares, that are registered for resale, offered herein for purposes of determining how many shares they will own after the offering and their percentage of ownership following the offering.

(3) Todd Heinzl is the sole shareholder of The Governance Box Inc. As such, Mr. Heinzl is deemed to have beneficial ownership with respect to such shares. The business address of The Governance Box Inc. is 5906 Longhearth Way, Ottawa, Ontario, K4M 1M1, Canada.

(4) Davide Tommasino is the sole shareholder of Enkrateia Holding LTD. As such, Mr. Tommasino is deemed to the beneficial ownership with respect to such shares. The business address of Enkrateia Holding LTD. is Av Balboa, Panama Ph, Bicsa Financial Center 58-01, Ciudad de Panama, Panama.

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SELLING STOCKHOLDERS PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock being offered under this Resale Prospectus on any stock exchange, market or trading facility on which shares of our Common Stock are traded or in private transactions. The selling shareholders must sell their shares at a fixed price per share of $[___] until such time as our Common Stock is listed on the Nasdaq or OTCQB Venture Market or listed on any other national securities exchange. Thereafter, the shares offered by this prospectus may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices. The selling stockholders may use any one or more of the following methods when disposing of shares:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position; and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• to cover short sales made after the date that the registration statement of which this Resale Prospectus is a part is declared effective by the SEC;

• broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any of these methods of sale; and

• any other method permitted pursuant to applicable law.

The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for selling stockholders, rather than under this Resale Prospectus. The selling stockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.

If sales of shares offered under this Resale Prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this Resale Prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares offered under this Resale Prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting discount under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this Resale Prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this Resale Prospectus or, if required, in a replacement resale prospectus included in a post-effective amendment to the registration statement of which this Resale Prospectus is a part.

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The selling stockholders and any other persons participating in the sale or distribution of the shares offered under this Resale Prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.

Rule 2710 requires members firms to satisfy the filing requirements of Rule 2710 in connection with the resale, on behalf of selling stockholders, of the securities on a principal or agency basis. NASD Notice to Members 88-101 states that in the event a selling stockholder intends to sell any of the shares registered for resale in this Resale Prospectus through a member of FINRA participating in a distribution of our securities, such member is responsible for insuring that a timely filing, if required, is first made with the Corporate Finance Department of FINRA and disclosing to FINRA the following:

• it intends to take possession of the registered securities or to facilitate the transfer of such certificates;

• the complete details of how the selling stockholders’ shares are and will be held, including location of the particular accounts;

• whether the member firm or any direct or indirect affiliates thereof have entered into, will facilitate or otherwise participate in any type of payment transaction with the selling stockholders, including details regarding any such transactions; and

• in the event any of the securities offered by the selling stockholders are sold, transferred, assigned or hypothecated by any selling stockholder in a transaction that directly or indirectly involves a member firm of FINRA or any affiliates thereof, that prior to or at the time of said transaction the member firm will timely file all relevant documents with respect to such transaction(s) with the Corporate Finance Department of FINRA for review.

No FINRA member firm may receive compensation in excess of that allowable under FINRA rules, including Rule 2710, in connection with the resale of the securities by the selling stockholders.

If any of the shares of Common Stock offered for sale pursuant to this Resale Prospectus are transferred other than pursuant to a sale under this Resale Prospectus, then subsequent holders could not use this Resale Prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the selling stockholders will sell all or any portion of the shares offered under this Resale Prospectus.

We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this Resale Prospectus. However, each selling stockholder and purchaser is responsible for paying any discount, and similar selling expenses they incur.

We and the selling stockholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this Resale Prospectus, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters with respect to the shares of Common Stock offered hereby will be passed upon by Parsons Behle & Latimer P.C.. The underwriters are being represented by Carmel, Milazzo & Feil LLP, New York, New York, in connection with the Underwritten Offering.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses in connection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the SEC.

Item	Amount to be paid
SEC registration fee	$
FINRA filing fee		*
NASDAQ Capital Market listing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous expenses		*
Total	$	*

____________

* To be provided by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Revised Statutes (“NRS”) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability, a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

NRS 78.7502(1) provides that a corporation may 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 the person is or was a director, officer, employee or agent 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 or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she 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 the conduct was unlawful. NRS 78.7502(2) provides that a corporation may 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 the person is or was a director, officer, employee or agent 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 or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only

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to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS 78.7502(3) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant to NRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances. The determination must 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 the action, suit or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides that the corporation’s articles of incorporation or bylaws, or an agreement made by the corporation, may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation.

Under the NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751:

• Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and

• Continues for a person who has ceased to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors and administrators of such a person.

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

Our governing documents provide that to the fullest extent permitted under the NRS (including, without limitation, to the fullest extent permitted under NRS 78.7502 and 78.751(3)) and other applicable law, that we shall indemnify our directors and officers in their respective capacities as such and in any and all other capacities in which any of them serves at our request.

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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, we issued securities that were not registered under the Securities Act as set forth below. The following is a summary of transactions during the preceding three fiscal years involving sales of our securities that were not registered under the Securities Act. The offers, sales and issuances of the securities described in the preceding table were exempt from registration either (i) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any Offering within the meaning of Section 4(a)(2), (ii) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States, or (iii) under Rule 144A under the Securities Act in that the shares were offered and sold by the initial purchasers to qualified institutional buyers or (iv) under Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation.

1. On August 3, 2020, we sold 80,000 shares of our Common Stock to Alessandro Nicasi for aggregate consideration of $200,000.

2. On October 12, 2020, we sold 12,000 shares of our Common Stock to Carlini Giovanni for aggregate consideration of $30,000.

3. On December 1, 2020, we sold 4,000 shares of our Common Stock to Domenico Scannapieco for aggregate consideration of $10,000.

4. On December 16, 2020, we sold 10,000 shares of our Common Stock to Acros Fiduciaria Srl for aggregate consideration of $25,000.

5. On December 22, 2020, we sold 4,000 shares of our Common Stock to Fabrizio Furlan for aggregate consideration of $10,000.

6. On December 22, 2020, we sold 4,000 shares of our Common Stock to Mauro Furlan for aggregate consideration of $10,000.

7. On December 30, 2020, we sold 8,000 shares of our Common Stock to Clear Investment SA for aggregate consideration of $20,000.

8. On December 30, 2020, we sold 8,000 shares of our Common Stock to Safe Capital Holdings for aggregate consideration of $20,000.

9. On December 30, 2020, we sold 8,000 shares of our Common Stock to Augusto Valli for aggregate consideration of $20,000.

10. On December 30, 2020, we sold 8,000 shares of our Common Stock to OB Investimenti for aggregate consideration of $20,000.

11. On December 30, 2020, we sold 4,000 shares of our Common Stock to Ivaldi Daniela for aggregate consideration of $10,000.

12. On December 30, 2020, we sold 8,000 shares of our Common Stock to Epifani Elio for aggregate consideration of $20,000.

13. On December 30, 2020, we sold 4,000 shares of our Common Stock to Migliorini Massimo for aggregate consideration of $10,000.

14. On January 11, 2021, we sold 4,000 shares of our Common Stock to Fabio Montrasio for aggregate consideration of $10,000.

15. On January 11, 2021, we sold 4,000 shares of our Common Stock to Andrea Merici for aggregate consideration of $10,000.

16. On January 12, 2021, we sold 24,000 shares of our Common Stock to Giuliano Ferrari for aggregate consideration of $60,000.

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17. On January 12, 2021, we sold 36,000 shares of our Common Stock to Gianfranco Padovani for aggregate consideration of $90,000.

18. On January 18, 2021, we sold 14,400 shares of our Common Stock to Giancarlo Del Vecchio for aggregate consideration of $36,000.

19. On January 20, 2021, we sold 8,000 shares of our Common Stock to Sergio Bergonzini for aggregate consideration of $20,000.

20. On January 21, 2021, we sold 6,000 shares of our Common Stock to Stefano Ferrario for aggregate consideration of $15,000.

21. On January 22, 2021, we sold 8,000 shares of our Common Stock to Antonio Bruno Peronace for aggregate consideration of $20,000.

22. On February 1, 2021, we sold 4,800 shares of our Common Stock to Luca Paolelli for aggregate consideration of $12,000.

23. On November 24, 2021, we issued 900,000 shares of our Common Stock to the Governance Box Inc. for its consulting services.

24. On January 6, 2022, we issued 12,423 shares of our Common Stock to Overweb SRL for its consulting services.

25. On January 6, 2022, we issued 53,000 shares of our Common Stock to Daniela Molteni for the consulting services.

26. On April 4, 2022, we issued 160,000 shares of our Common Stock to Forward Team SA for its consulting services.

27. On August 1, 2022, we issued 900,000 shares of our Common Stock to the Governance Box Inc. for its consulting services.

28. On December 1, 2022, we issued 200,000 shares of our Common Stock to the L5 Capital Inc. for its consulting services.

29. On December 1, 2022, we issued 900,000 shares of our Common Stock to the Governance Box Inc. for its consulting services.

30. On December 1, 2022, we issued 400,000 shares of our Common Stock to Aisharj Services Inc for its consulting services.

31. On December 1, 2022, we issued 35,000 shares of our Common Stock to Forward Team SA for its consulting services.

32. On January 31, 2023, we issued 5,810,283 shares of our Common Stock to Cygna Finance Ltd for its consulting services.

33. On January 31, 2023, we issued 6,000 shares of our Common Stock to Daniela Molteni for her consulting services.

34. On January 24, 2023, we issued 900,000 shares of our Common Stock to The Governance Box inc. for its consulting services.

35. On January 24, 2023, February 13, 2023, and July 28, 2023, we issued an aggregate of 3,000,000 shares of our Common Stock to 1392087 BC LTD for an aggregate consideration of $414,000.

36. On March 13, 2023 and July 28, 2023, we issued an aggregate of 106,000 shares of our Common Stock to Samuele Conti for an aggregate consideration of $14,628.

37. On July 28, 2023, we issued 1,500,000 shares of our Common Stock to GROSBURG FINANCE LTD. for an aggregate consideration of $207,000.00.

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38. On July 28, 2023, we issued 50,000 shares of our Common Stock to Venkatesh Patrachari for his service as our director

39. On July 28, 2023, we issued 150,000 shares of our Common Stock to Suneel Anant Sawant for his service as our director

40. On July 28, 2023, we issued 1,500,000 shares of our Common Stock to VELIA INVEST LTD. for an aggregate consideration of $207,000.00.

41. On July 28, 2023, we issued 2,000,000 shares of our Common Stock to TREVINVEST OAK CORP (the wholly owned entity of Enea Angelo Trevisan, our President and Chairman of the Board of Directors ) for Enea Angelo Trevisan’s service as our director.

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ITEM 16. EXHIBITS

EXHIBIT INDEX

Exhibit No.		Exhibit Description
1.1***		Form of Underwriting Agreement
3.1*		Articles of Incorporation of the Registrant
3.2*		Amendment to Articles of Incorporation of the Registrant
3.3***		Bylaws of the Registrant
4.1***		Specimen Common Stock Certificate
4.2***		Form of Underwriters’ Warrant (included in Exhibit 1.1)
5.1***		Opinion of Parsons Behle & Latimer regarding the validity of the Common Stock being registered
10.1*+#		English Translation of Employment Agreement by and between ELAB HISPANIA S.L. and Bruno Polistina
10.2**+#		Employment Agreement by and between the Registrant and Suneel Anant Sawant dated April 10, 2022
10.3**+#		Employment Agreement by and between the Registrant and Eleonora Ramondetti dated November 1, 2022
10.4*		Commercial Lease Agreement by and between the Registrant and Damlop Investments, LLC dated March 12, 2021
10.5*		Flexible and Renewable Service Contract by and between ELAB HISPANIA S.L. and Service & Business Centers dated April 25, 2018
10.6**#		Business Development Agreement by and between Ealixir Hispania S.L. and Enea Angelo Trevisan dated June 1, 2019
10.7**#		Business Development Agreement by and between Ealixir USA Inc. and Enea Angelo Trevisan dated January 1, 2021
10.8**#		Cooperation Agreement by and between Ealixir USA Inc. and Francesco Mazza dated January 1, 2022
10.9**		International Purchase of Service Agreement by and between the Registrant and Distrinec Iberica Sl dated June 1, 2020
10.10**#		Form Agreement with Customer
14*		Form of Code of Business Conduct and Ethics
21.1***		List of Subsidiaries of the Registrant
23.1**		Consent of BF Borgers CPA PC
23.2***		Consent of Ellenoff Grossman & Schole, LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page hereto)
99.1***		Form of Audit Committee Charter
99.2***		Form of Compensation Committee Charter
99.3***		Form of Nominating and Corporate Governance Committee Charter
107*		Filing Fee Table

____________

* Previously filed.

** Filed herewith.

*** To be filed by amendment.

+ Indicates a management contract or compensatory plan.

# 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.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the

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aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 14, 2023.

EALIXIR, INC.
By:		/s/ Suneel Anant Sawant
Name:		Suneel Anant Sawant
Title:		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chief Executive Officer and Director	August 14, 2023
Suneel Anant Sawant	(Principal Executive Officer)
*	Chief Financial Officer	August 14, 2023
Bruno Polistina	(Principal Financial and Accounting Officer)
*	Director	August 14, 2023
Enea Angelo Trevisan
*	Director	August 14, 2023
Francesco Mazza
*	Director	August 14, 2023
Venkatesh Patrachari

* By:		/s/ Suneel Anant Sawant
Name:		Suneel Anant Sawant
		Attorney-in-fact

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/s/ Suneel Anant Sawant		/s/ Enea Angelo Trevisan
Suneel Anant Sawant		Enea Angelo Trevisan
Chief Executive Officer		Executive Chairman
EALIXIR, Inc.		EALIXIR, Inc.

EMPLOYER

/s/ Enea Angelo Trevisan	Date:	Nov. 01, 2022
Enea Angelo Trevisan
Title: Chairman

EMPLOYEE

/s/ Eleonora Violetta Chiara Ramondetti	Date:	Nov. 01, 2022
Signature

Eleonora Violetta Chiara Ramondetti
Print Name

Nome Società
Company name
*Nome de empresa*

Codice Fiscale
Register number
Identificación Fiscal

Nazione
Country
País

Indirizzo
Address
Dirección

Rappresentante Legale
Legal Representative
Representante Legal
Doc. d’Identità
ID n.
Documento de identidad n

Telefono
Phone

Doc. d’identità	PASSAPORTO N. [*****]
Identity doc	PASSPORT N. [*****]
Documento de identidad n.	PASAPORTE N. [*****]

Luogo di Residenza – Nazione	Repubblica Dominicana
Place of residence – Country	Dominican Repubblic
Lugar de residencia – Nación	Republica Dominicana

Telefono	[*****]
Phone
Teléfono

Email	[*****]
Email
Correo electrónico

Barcellona, data	01 Giugno 2019
Barcelona, date	June 1st, 2019
Barcelona, fecha	01 de Junio 2019

EALIXIR HISPANIA SLU		IL SEGNALATORE THE PROVIDER *SEÑALIZADOR*

Nome Società
Company name
Nome de empresa

Codice Fiscale
*Register number*
Identificación Fiscal

Nazione
*Country*
País

Indirizzo
*Address*
Dirección

Rappresentante Legale
*Legal Representative*
Representante Legal

Doc. d’Identità
*ID n.*
Documento de identidad n

Telefono
*Phone Teléfono*

Email
*Email*
Correo electrónico

Doc. d’identità	PASSAPORTO N. [*****]
*Identity doc.*	*PASSPORT* N. [*****]
*Documento de identidad n.*	*PASAPORTE* N. [*****]

Luogo di Residenza – Nazione	Repubblica Dominicana
*Place of residence – Country*	*Dominican Republic*
*Lugar de residencia – Nación*	*Republica Dominicana*

Telefono	[*****]
*Phone*
Teléfono

Email	[*****]
*Email*
Correo electrónico

(di seguito “SEGNALATORE”).
*(hereinafter “PROVIDER”).*
(en delante “SEÑALIZADOR”).

Congiuntamente “le Parti”.
*Jointly “the Parties”.*
Conjuntamente “las Partes”.

Miami, data	01 Gennaio 2021
*Miami, date*	*January 1st, 2021*
*Miami, fecha*	*1 de Enero 2021*

EALIXIR USA INC.		IL SEGNALATORE
		THE PROVIDER
		SEÑALIZADOR

		/s/ Enea Angelo Trevisan
		Enea Angelo Trevisan

Nome Società
Company name
Nombre de empresa

Codice Fiscale
Register number
Identificación Fiscal

Nazione
Country
País

Indirizzo
Address
Dirección

Rappresentante Legale
Legal Representative
Representante Legal

Doc. d’Identità del Rappresentante Legale
Legal Representative ID n.
Documento de identidad del Representante Legal n.

Nato a: Milano (Italia)	il [*****]
Born in - date of birth
Nacido en - el

EALIXIR USA INC.		IL COLLABORATORE THE COLLABORATOR *COLABORADOR*

/s/ Enea Angelo TREVISAN		/s/ Francesco MAZZA
Enea Angelo TREVISAN		Francesco MAZZA

EALIXIR INC.		DISTRINEC IBERICA SL

/s/ Enea Angelo TREVISAN		/s/ Danila PISATI
Enea Angelo TREVISAN		Danila PISATI
CEO		CEO

Recipient:	Ealixir USA Inc.
	40 SW 13th Street
	Penthouse 1
	Miami, Florida 33130

Bank Name:	Bank of America
	701 Brickell Ave
	Miami FL 33131

Account number:	[*****]
ASA/Routing number:	[*****]
SWIFT:	[*****]
Domestic wires routing:	[*****]

EALIXIR USA Inc		CLIENT

		Signature √_

Place and Date

Assumed Offering price per share

Historical net tangible book value (deficit) per share as of March 31, 2023

Increase in pro forma net tangible book value per share attributable to this offering

Pro forma net tangible book value (deficit) per share as of March 31, 2023

Dilution per share to new investors participating in this offering