Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
EALIXIR INC.
40 SW 13th Street, Penthouse 1
Miami, FL 33130 305 958-3438 SIC Code 7374
Annual Report
For the Twelve Month Period Ended: Dec 31, 2021
As of December 31, 2021, the number of shares outstanding of our Common Stock was 45,599,330.
As of September 30, 2021, the number of shares outstanding of our Common Stock was 44,699,330.
As of June 30, 2021, the number of shares outstanding of our Common Stock was 44,699,330.
As of March 31, 2021, the number of shares outstanding of our Common Stock was 36,249,864.
As of December 31, 2020, the number of shares outstanding of our Common Stock was 36,167,464.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐
No: ☒
Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐
No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ No: ☒
1) Name and address(es) of the issuer and its predecessors (if any)
In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.
1 "Change in Control" shall mean any events resulting in:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
The current name and address of the Company is "Ealixir, Inc.". On May 21, 2020, the Company engaged in a reverse merger whereby Budding Times Inc., a Nevada corporation, acquired all of the issued and outstanding securities of Ealixir Privacy Services Ltd. in exchange for an aggregate of 35,376,126 shares of its Common Stock issued to the shareholders of Ealixir, pro rata to their respective ownership in Ealixir (the "Merger"). As part of the Merger, Budding Times Inc. changed its name to Ealixir, Inc. and also engaged in a reverse stock split whereby one share of its Common Stock was issued in exchange for every 25 shares then issued and outstanding.
Prior to the Merger, Budding Times Inc. was a dormant company with no significant operations and sources of income. It was incorporated in the State of Nevada on September 7, 2019, under the name "Bull Run Capital Holdings, Inc." Thereafter, it changed its name to "Budding Times Inc." on January 8, 2020.
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
Nevada, active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
We engaged in a reverse stock split of our Common Stock split whereby one share of Common Stock was issued in exchange for every 25 shares then issued and outstanding. This reverse stock split became effective July 8, 2020, as part of the terms of the Merger.
All references to our issued and outstanding Common Stock in this report are presented on a post-reverse stock split basis, unless otherwise indicated.
The address(es) of the issuer's principal executive office:
40 SW 13th Street
Penthouse 1 Miami, FL 33130
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐
No: ☒
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
None
2) Security Information
Trading symbol: | EAXR |
Exact title and class of securities outstanding: | Common Stock |
CUSIP: | 27005B 103 |
Par or stated value: | $0.001 |
Total shares authorized: Common | 300,000,000 |
OTC Markets Group Inc. |
as of December 31, 2021
Preferred: | 10,000,000 | as of December 31, 2021 |
Total common shares outstanding: | 45,599,330 | as of December 31, 2021 |
Number of shares in the Public Float2: | 624,338 | as of December 31, 2021 |
Total number of shareholders of record: | 459 | as of December 31, 2021 |
All additional class(es) of publicly traded securities (if any): none
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized: Total shares outstanding:as of date:as of date:
Transfer Agent
Name: | Olde Monmouth Stock Transfer r, Inc. |
Phone: | 732-872-2727 |
Email: | transferagent@oldemonmouth.com |
Address: | 200 Memorial Parkway, Atlantic Highlands, NJ 07716 |
Is the Transfer Agent registered under the Exchange Act? 3 Yes: ☒
No: ☐
3)Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
*Right-click the rows below and select "Insert" to add rows as needed.
Date 12.31.2019
Common: 624,338
Preferred: 1,000,000
2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
? (Yes/No) | Services Provided | ||||||||
5/21/2020 | NEW | 27,257,632 | Common | N/A | NO | Enea Angelo Trevisan | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 707,839 | Common | N/A | NO | Allianz Investments Inc (2) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 20,340 | Common | N/A | NO | Allianz Investments Inc (2) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 3,500,000 | Common | N/A | NO | Anastasia Trust (3) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 500 | Common | N/A | NO | Kelstock Investment Corp (4) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 1,181,250 | Common | N/A | NO | Tripanjeet Singh Ghuman | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 130,000 | Common | N/A | NO | Alberto Grua | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 150,000 | Common | N/A | NO | Mauro Marchiaro | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 150,000 | Common | N/A | NO | Francesco Mazza | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 150,000 | Common | N/A | NO | Abrahams Securities Ltd (5) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 132,655 | Common | N/A | NO | Maurizio Conti | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 18,980 | Common | N/A | NO | Maurizio Conti | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 23,860 | Common | N/A | NO | Maurizio Conti | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 100,000 | Common | N/A | NO | Caruso Private Foundation (6) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 50,000 | Common | N/A | NO | Michele Collini | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 100,000 | Common | N/A | NO | Camillo Gino Puliti | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 100,000 | Common | N/A | NO | Antonio Valentini | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 93,966 | Common | N/A | NO | Longobarda Iberica SL(7) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 20,000 | Common | N/A | NO | Longobarda Iberica SL(7) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 93,963 | Common | N/A | NO | Carlo Colella | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 30,680 | Common | N/A | NO | Carlo Colella | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 30,000 | Common | N/A | NO | Carlo Colella | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 80,000 | Common | N/A | NO | Andrew Telsey | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 75,000 | Common | N/A | NO | Marco Coletta | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 170,000 | Common | N/A | NO | Marco Coletta | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 36,848 | Common | N/A | NO | Attilio Conti | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 20,000 | Common | N/A | NO | Paola Caravaggi | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 13,062 | Common | N/A | NO | Donatella Molteni | MERGER | Restricted | Sec 4/2 |
5/21/2020 | NEW | 14,681 | Common | N/A | NO | Donatella Molteni | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 33,000 | Common | N/A | NO | MIGNANI S.R.L. (8) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 20,161 | Common | N/A | NO | Fumagalli Ingrid | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 20,000 | Common | N/A | NO | Fumagalli Angelo | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 20,146 | Common | N/A | NO | P AUTO SERVICE S.R.L (9) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 40,313 | Common | N/A | NO | SIGMATRE SRL (10) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 300,000 | Common | N/A | NO | Sunbiz Holdings (11) | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 50,000 | Common | N/A | NO | Roberto Zagnoni | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 100,000 | Common | N/A | NO | Mario D'Aragona | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 5,000 | Common | N/A | NO | Vincenzo Paolelli | MERGER | Restriced | Sec 4/2 |
5/21/2020 | New | 40,000 | Common | N/A | NO | Massimo Galli | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 20,000 | Common | N/A | NO | Claudio Mirella | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 100,000 | Common | N/A | NO | Federica Maria Boni | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 20,000 | Common | N/A | NO | Alessandro Stradi | MERGER | Restricted | Sec 4/2 |
5/21/2020 | New | 156,250 | Common | N/A | NO | LEMBERT HOLDINGS (12) | MERGER | Restricted | Sec 4/2 |
7/27/2020 | New | 5,000 | Common | N/A | No | Atlanta Capital Partners LLC(13) | Consulting Services | Restricted | Sec 4/2 |
08/03/2020 | New | 80,000 | Common | $2.50 | Yes | Alessandro Nicasi | Cash | Restricted | Reg S |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Ealixir Inc. published this content on 04 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2022 22:17:41 UTC.