As filed with the U.S. Securities and Exchange Commission on February 1, 2024

Registration No. 333-269725

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

AMENDMENT NO. 2
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)

_________________

Eleonora Ramondetti, Chief Executive Officer and Secretary
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

Mitchell S. Nusbbaum, Esq.
Angela Dowd, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Phone: (212) 407-4000
Fax: (646) 407-4990

_________________

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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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 FEBRUARY 1, 2024

EALIXIR, INC.

[•] shares of Common Stock

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

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.” As of January 26, 2024, the last reported price of our Common Stock was $2.30 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 a national securities exchange under the symbol “EAXR”. We believe that upon completion of the Public 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 a national securities exchange.

The offering price of our shares of Common Stock in the Public 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 Public Offering price of the Common Stock used throughout this prospectus for the Public Offering (the “Public Offering Prospectus”) may not be indicative of the actual Public 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 Public Offering, will continue to be a “controlled company,” as defined under the Nasdaq Listing Rules and under the listing rules of the New York Stock Exchange, as long as our majority stockholder, Eleonora Ramondetti, our director, CEO, and Secretary, and her affiliates own and hold more than 50% of the voting power of us. 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 or NYSE 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 the Public Offering due to their significant shareholding in the Company, in particular, Ms. Eleonora Ramondetti, our director, CEO and Secretary, who currently holds approximately 93.7% of the voting power of our Company (based on 1,000,000 issued and outstanding shares of our Series Z Preferred Stock as of the date of this Public Offering Prospectus), and is expected to own approximately [•]% of the voting power of our Company upon the completion of this Public Offering thereby causing us to become a “controlled company” under the Nasdaq Listing Rules and under the listing rules of the New York Stock Exchange. For more information regarding Ms. Ramondetti’s beneficial ownership, see “Security Ownership of Principal Stockholders And Management” on page 69 and “Risk Factors — Risks Related to Our Securities — Our director, CEO and Secretary, Ms. Eleonora Ramondetti Ramondetti, has a substantial influence over our Company. Her interests may not be aligned with the interests of our other stockholders, and she could prevent or cause a change of control or other transactions” on page 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 Rule and the rules of the NYSEs. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely on this exemption in the future and you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements” 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 Public Offering 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 the reimbursement of certain expenses of the underwriters. See “Underwriting” beginning on page 84 of this Public Offering 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 , 2024.

Sole Book-Running Manager

Maxim Group LLC

The date of this prospectus is , 2024.

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TABLE OF CONTENTS

		Page
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		35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		37
BUSINESS		45
MANAGEMENT		61
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT		69
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		71
DESCRIPTION OF SECURITIES		74
SHARES ELIGIBLE FOR FUTURE SALE		78
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		80
UNDERWRITING		84
LEGAL MATTERS		93
EXPERTS		93
WHERE YOU CAN FIND MORE INFORMATION		93
INDEX TO FINANCIAL STATEMENTS		F-1

Through and including , 2024 (the 25th day after the date of this Public Offering 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 Public Offering Prospectus. Neither we nor 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. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Public Offering Prospectus is accurate only as of the date on the front cover of this Public Offering Prospectus. Neither the delivery of this Public Offering Prospectus nor any sale made in connection with this Public Offering Prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this Public Offering Prospectus or that the information contained in this Public Offering 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 Public Offering Prospectus.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit possession or distribution of this Public Offering 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 Public Offering Prospectus must inform themselves about, and observe any restrictions relating to, the Public Offering of the shares of Common Stock and the distribution of this Public Offering Prospectus outside the United States.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this Public Offering 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 Public Offering 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 Public Offering 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 Public Offering 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 Public Offering 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 generated negative cash flow from operating activities during the years ended December 31, 2022 and 2021 of ($97,521) and ($133,963), respectively, and a cash surplus of $165,849 for the nine-month period ended on September 30, 2023.

• 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.

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• Our expansion into new markets may present increased risks due to our unfamiliarity with those areas and our target customers’ unfamiliarity with our brand.

• Privacy and data protection regulations are complex and rapidly evolving areas. Adverse interpretations of these laws could harm our business, reputation, financial condition, and operating results.

• Our business depends on continued and unimpeded access to the Internet by us and our users. Internet access providers may be able to restrict, block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.

• Our director, CEO, and Secretary, Ms. Eleonora Ramondetti, has a substantial influence over our Company. Her interests may not be aligned with the interests of our other stockholders, and she could prevent or cause a change of control or other transactions of the Company.

• The other risks identified in this Public Offering 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 Public Offering 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 Public Offering 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 Public Offering Prospectus. Neither we nor the underwriters have 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 Public Offering Prospectus, or any document incorporated by reference in this Public Offering Prospectus, is accurate as of any date other than the date on the front cover of the applicable document. The information contained in this Public Offering Prospectus is accurate only as of the date of this Public Offering Prospectus, regardless of the time of delivery of this Public Offering Prospectus or of any sale of our Common Stock. Neither the delivery of this Public Offering Prospectus nor any distribution of securities in accordance with this Public Offering Prospectus shall, under any circumstances, imply that there has been no change in the information set forth or incorporated by reference into this Public Offering Prospectus or in our affairs since the date of this Public Offering 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 Public Offering Prospectus.

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

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Industry and Market Data

This Public Offering Prospectus, and the documents incorporated by reference in this Public Offering 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 Public Offering 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 Public Offering 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 Public Offering 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 Public Offering 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 December 18, 2023, the daily rate for United States Dollars in terms of the Euros, as quoted by the European Central Bank, was USD $1.00 = € 0.91566.

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 nine month period ended on September 30, 2023. These financial statements and related notes included elsewhere in this Public Offering Prospectus are in the form of United States Dollars ($) and are collectively referred to as our audited consolidated financial statements herein and throughout this Public Offering 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 Public Offering 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 Public Offering Prospectus carefully, including the section entitled “Risk Factors” in this Public Offering Prospectus, the financial statements and the notes to the financial statements included elsewhere in this Public Offering Prospectus. Unless the context otherwise requires, references contained in this Public Offering 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 to ensure that our clients have the “right to be forgotten”. We support a more professional and accurate Internet whereby content publishers or providers regulate the use of people’s information by third parties, especially in the context of preventing or limiting third parties’ abilities from doxing (referring to the unauthorized release of personal identifying information) or engaging in libelous, slandering or any other similar malicious dissemination of (mis)communication.

Ealixir uses its advanced technological platform to provide ORM services and digital privacy solutions to individuals, professional organizations, and small, medium businesses, or “SMBs”. By providing our clients with an ability to control, remove and edit information posted and available on the Internet, individuals, professional organizations, and SMBs can choose what verified content about them will appear on websites and search engines. Our extensive removal experience and proprietary removal technology allows us, we believe, to offer one of the best services available in the content removal industry. Our objective is to provide protection for the reputation of our clients on websites and search engines by drafting and correcting inaccurate information, filtering harmful or negative information and misinformation from social engines, and by managing the online status of individuals, brands and companies. Furthermore, we aim to enhance the image, legacy and the web-reputation of our customers by creating positive links and original tailor-made content, which is then disseminated online through a vast network of newspapers, agencies and websites with whom we work.

Our objective as a company is to advocate the “right to be forgotten” in order to help individuals, SMBs and others fight back against outdated negative information and harmful spurious content online, and we strive at being subject matter professionals at what we do.

The Internet and its various platforms have become in our opinion the new media battlefield which can be used to destroy brand and reputation. Our purpose as a company is to provide protection against these unwanted and often spurious attacks, while offering a possible risk free, technical approach to permanent content removal. We have witnessed the repercussions that negative online content can bring to both businesses and individuals and strive to give our clients back control over their online presence.

Our employees include computer science specialists, web analysists, and digital media or communication strategists, supported by a legal specialist specialized in privacy laws. We also maintain relationships with a data analysis search engine and data banks with whom we work on the deindexation of harmful and unwanted content and links.

By our choice and not by legal obligation, as a policy, we do not work with those who have been found guilty in the past of committing crimes related to drugs, 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. Our primary service offering is Ealixir Removal, the removal of negative content and online spurious content, To complement the removal service we offer ancillary services to both remove such content and also promote our clients’ positive online reputation and improve search results. Our ancillary services include: WEBiD, Ealixir Story, NewsDelete, Ealixir Analytics and Ealixir Event Launch and ReputScore:

• WEBiD — a detailed report covering the past ten years of online content, including media presence, mentions, news, images, social media posts, blogs and forums relating to individuals, brands and companies. Based on such report, the client receives an immediate and accurate portrait of the dominant “sentiment” which is associated with the specific content — whether positive, neutral or negative. We uncover harmful information; we geo-localize online conversations related to the subject and analyze their demographic composition. At the end of this, we then prepare a report which summarizes the strengths and weaknesses, which is delivered to the customer’s home or headquarters.

• 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 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. At the same time, the ORM industry is highly competitive and fragmented. The number, size and strength of our competitors vary by continent and country. Our competitors also compete based on a number of factors, including speed of service, value, name recognition, and customer service. We believe our most direct competition comes from Reputation.com, Terakeet, and Repair Bad Reputation, among others.

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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. Consequently, 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:

Primary Service:

• Ealixir Removal — $1,500 per link

Ancillary Services:

• WEBiD — $5,000 per name of a person or company, hashtag or other identifier on average

• Ealixir Story — Three packages at $50,000; $100,000; and $150,000, respectively. The packages differ from each other in the number of items and geographic area of reference.

• News Delete — $25,000 each black list.

• Analytics — $500,000 starting price. Additional pricing is based on the scope of the project.

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

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.

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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 Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Common Stock that are held by non-affiliates exceeds $700 million as of the prior June 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 Public Offering Prospectus as the “JOBS Act,” and references in this Public Offering 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 Public Offering 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 Public Offering 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 Public Offering 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.

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Implications of Being a Controlled Company

We expect that our director, CEO and Secretary, Ms. Eleonora Ramondetti, will hold a majority of our voting power following this Public Offering and we will continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Listing Rules and under the rules of the NYSE. Accordingly, we will be a controlled company under the applicable Nasdaq and NYSE listing standards. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

• an exemption from the rule that a majority of our board of directors must be independent directors;

• an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

• an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

As a result, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules or under the rules of the NYSE, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of this Public 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 and under the rules of the NYSE. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely on this exemption in the future and you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.”

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.

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Listing on a National Securities Exchange

Our Common Stock is currently quoted on the OTC Pink Market under the symbol “EAXR.” In connection with this Public Offering, we intend to apply to list our Common Stock on a national securities exchange under the symbol “EAXR.” If our listing application is approved, we expect to list our Common Stock on a national securities exchange upon consummation of the Public 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. The listing requirements of a national securities exchange include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet the listing requirements of such national securities exchange. There can be no assurance that our Common Stock will be listed on a national securities exchange.

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).

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

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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.

Sale of Wholly-Owned Subsidiary Ealixir USA Inc.

Pursuant to a Share Purchase Agreement, dated December 31, 2023, by and among Roya Bosch Junia (“Bosch”) and the Company, the Company had sold the entirety of the shares it held in Ealixir USA Inc. (“Ealixir USA”) to Bosch. In consideration of the entirety of the shares of Ealixir USA, Bosch paid the Company a sum of three thousand dollars. Bosch have also agreed to indemnify the Company against any third party claims, suits, actions, demands or judgement brought against Ealixir USA, including those brought by certain Ealixir USA debtors or creditors. The sale of Ealixir USA is the result of the continuous effort of the Company to streamline its processes which allows our management the best use of the available resources and reduce operating costs.

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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 Public Offering Prospectus. We urge you to read “Risk Factors” and this prospectus in full. Our principal risks may be summarized as follows:

We are subject to risks and uncertainties related to our business and Company, including, but are not limited to, the following:

• We have generated positive cash flow from operating activity during the period ended September 30, 2023 and used cash during the year ended December 31, 2022.

• 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.

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

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

• 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 a national securities exchange, we will not be able to consummate the offering and will terminate this Public 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 director, CEO and Secretary, Eleonora Ramondetti, has a substantial influence over our Company. Her interests may not be aligned with the interests of our other stockholders, and she could prevent or cause a change of control or other transactions.

• We are a “controlled company” defined under the Nasdaq Listing Rules and under the rules of the NYSE. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely on this exemption in the future and you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

• We have considerable discretion as to the use of the net proceeds from this Public 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.

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• We may be unable to list our Common Stock on a national securities exchange.

• There is a limited market for our securities, which may make it more difficult to dispose of our securities and we may fail to sustain trading on a national securities exchange, which could make it more difficult for investors to sell their shares.

• An active market for our Common Stock may never develop, and we are under no obligation to seek out a more active market for our Common Stock.

• To date, we have not paid any cash dividends, and no cash dividends will be paid in the foreseeable future.

• Our articles of incorporation allow our Board to create new series of preferred stock without approval by our stockholders, which could adversely affect the rights of the holders of our Common Stock.

• Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate.

• Provisions of our Bylaws and Nevada law may delay or prevent a take-over that may not be in the best interests of our stockholders.

• Our future results may vary significantly which may adversely affect the price of our Common Stock.

• We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance requirements of the SEC and a national securities exchange.

• We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our Common Stock less attractive to investors.

• If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Common Stock, the price of our Common Stock and trading volume could decline.

• Our existing stockholders will be able to sell their shares after the completion of this Public 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 Public Offering		[•] 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 Public 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 Public 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 Public 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 representative warrants (“Representative Warrants”) to purchase 8% of total number of the shares of Common Stock sold in this Public Offering. The Underwriter Warrants will have an exercise price equal to 100% of the offering price of the Common Stock sold in this Public Offering. The Representative Warrants are exercisable commencing six (6) months from the effective date of the registration statement of which this Public Offering Prospectus forms a part and will terminate five (5) years after such date.
Underwriter Over-Allotment Option		We have also granted to the underwriters an option, exercisable for 45 days from the date of this Public Offering Prospectus, to purchase up to an aggregate of [•] additional Common Stock at the Public Offering price.
Lock-up agreements		We, our directors, officers and any other holders of five percent (5%) or more of the outstanding shares of Common Stock of the Company as of the effective date of this registration statement (and all holders of securities exercisable for or convertible into shares of Common Stock) have agreed with the underwriters not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company for a period of six months from the date of this Public Offering Prospectus. See “Underwriting” for more information.
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.”

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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 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 intend to apply to have our Common Stock listed on a national securities exchange 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 Public Offering is based on 60,282,036 shares of our Common Stock outstanding as of January 22, 2024. Except as otherwise indicated herein, all information in this Public Offering 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 summarize our financial data for the periods and as of the dates indicated. The summary statements of operations data for the years ended December 31, 2022 and 2021 are derived from our audited financial statements and related notes included elsewhere in this Public Offering Prospectus. The summary statements of operations data for the nine months ended September 30, 2023 and 2022 and balance sheet data as of September 30, 2023 are derived from our unaudited interim condensed financial statements and related notes included elsewhere in this Public Offering Prospectus. The unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles and, in the opinion of management, reflect all normal, recurring adjustments that are necessary to state fairly the unaudited interim condensed financial statements. Our historical results are not necessarily indicative of results that may be expected in the future, and the results for the nine months ended September 30, 2023 are not necessarily indicative of results that may be expected for the full year or any other period. You should read the summary financial data together with our financial statements and related notes appearing elsewhere in this Public Offering Prospectus and the information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary financial data in this section are not intended to replace our financial statements and the related notes and are qualified in their entirety by the financial statements and related notes included elsewhere in this Public Offering Prospectus.

	Year Ended December 31,						Nine Months Ended September 30,
	2022			2021			2023			2022
	restated			restated						restated
Total Revenue	$	4,140,031		$	3,538,007		$	3,583,416		$	3,284,433
Cost of sales		877,279			864,209			991,966			723,779
Gross profit		3,262,752			2,673,798			2,591,450			2,560,654

Operating expenses:
General and administrative		2,783,534			3,300,807			4,443,875			1,937,739
Bad debt expense		155,174			96,271			19,182			—
Advertising and marketing expenses		53,665			158,928			8,769			59,155
Total operating expenses		2,992,373			3,556,006			4,443,875			2,028,002
Profit (Loss) from operations		270,379			(882,208	)		(1,852,425	)		532,652
Other income (expense):
Gain on disposition – subsidiaries		—			597,002			—			—
Interest expense		(26,836	)		—			(27,204	)		(2,131	)
Loss on foreign exchange		(83,419	)		—			—			291,633
Other income, net		—			—			—			—
Total other income (expense)		(110,255	)		500,731			46,386			(34,953	)
Income before provision for income taxes		160,124			(285,206	)		(1,898,811	)		160,284
Income tax expense		20,538			47,626			6,382			8,521
Net income (loss)	$	139,766		$	(332,832	)	$	(1,905,193	)	$	151,763
Less: Net income (loss) attributable to noncontrolling interests		—			(2,128	)		—			—
Net income (loss) attributable to Ealixir, Inc.		139,766			(334,960	)		(1,905,193	)

Foreign exchange (income) expense		97,910			83,578			(685	)		46,361
Total Comprehensive Income (loss)	$	41,856		$	(418,538	)	$	(1,904,508	)	$	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		0.001			(0.0101	)		(0.0027	)		0.0023
Pro forma number of common shares outstanding – basic and diluted(2)		48,259,753			41,397,492			63,282,036			45,664,753

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Selected Balance Sheet Data:	September 30, 2023			December 31, 2022
Current assets:
Cash	$	33,708		$	113,155
Accounts receivable, net		1,624,754			1,408,760
Prepaid expenses and other current assets		243,776			99,643
Total current assets		1,902,238			1,621,558

Non-current assets:
Deferred tax asset		107,989			107,989
Right-of-use asset		131,069			187,241
Total assets	$	2,286,998		$	2,045,979

Current liabilities:
Accounts payable	$	962,759		$	391,463
Accrued expenses		303,103			590,182
Total current liabilities		2,252,644			1,973,308

Non-current liabilities:
Loan from stockholder		355,511			583,840
Total liabilities		2,725,071			2,674,065

Stockholders’ deficit:
Total stockholders’ deficit		(438,073	)		(628,086	)
Total liabilities and stockholders’ deficit	$	2,286,998		$	2,045,979

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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 Public Offering Prospectus. If any of the risks discussed in this Public Offering 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 Public Offering 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 positive cash flow from operating activity during the period ended September 30, 2023 and used cash during the year ended December 31, 2022.

We provided net cash for operating activities of $165,849 and used $97,523 for the periods ended September 30, 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. The year ended December 31, 2022, was the first year we generated a net income, in the amount of $139,766. However, for the nine months ended September 30, 2023 we reported a net loss of ($1,905,193). 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 a national securities exchange, we will not be able to consummate the offering and will terminate this Public Offering.

We intend to apply to have our Common Stock listed on a national securities exchange under the symbol “EAXR,” which listing is a condition to this Public Offering. No assurance can be given that our application will be approved and that our Common Stock will ever be listed on a national securities exchange. If our listing application is not approved by a national securities exchange, we will not be able to consummate the offering and will terminate this Public Offering. Failure to have our Common Stock listed on a national securities exchange 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 a national securities exchange. We intend to apply to have our Common Stock listed on a national securities exchange. There can be no assurance that our application will be approved and, if approve, that we will be able to maintain continued listing. If our application to list our Common Stock on a national securities exchange is approved, most of the individuals who will constitute our senior management team have limited experience managing a company that is traded on a national securities exchange and limited experience complying with the increasingly complex laws pertaining to public companies listed on a national securities exchange. The senior management team may not successfully or efficiently manage the transition to a being company that is traded on a national securities exchange and subject to significant regulatory oversight and reporting obligations under United States securities laws and the listing rules of such national securities exchange. In particular, these new obligations will require substantial attention from the management and could divert their attention away from the day-to-day management of our business.

Our reported financial results may be adversely affected by changes in U.S. GAAP.

The accounting principles generally accepted in the United States of America (“GAAP”) is subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.

In particular, in May 2014, the FASB issued Accounting Standards Codification (“ASC”) 606, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As an “emerging growth company,” we are allowed under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to take advantage of this extended transition period under the JOBS Act with respect to ASC 606, which resulted in ASC 606 becoming effective for us on January 1, 2019. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

We have effectively implemented ASC 606 from 2020 and, by 2022, we have fully determined the impact it has on our financial reporting. We believe we have effectively implemented ASC 606 from 2020, and by 2022, we believe we have fully determined the impact it has on our financial reporting. However, there can be no assurance that we are able to adequately maintain the implementation of ASC 606 or other accounting pronouncements in the future, we may be unable to produce timely and accurate financial statements, and we may continue to conclude that our internal control over financial reporting is not effective, which could adversely impact our investors’ confidence and our stock price. Delays in filing our periodic reports have led and could in the future lead to the loss of our ability to use certain “short form” registration statements (including “shelf” registration statements used for more efficient fundraising).

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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 director, CEO and Secretary, Eleonora Ramondetti, has a substantial influence over our Company. Her interests may not be aligned with the interests of our other stockholders, and she could prevent or cause a change of control or other transactions.

As of the date of this Public Offering Prospectus, Ms. Ramondetti, our director, CEO and Secretary, holds approximately 93.72% of the voting power of the Company. Upon the completion of this Public Offering, Ms. Ramondetti will hold [ ]% of the voting power of the Company.

Accordingly, Ms. Ramondetti could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. Ms. Ramondetti will also have the power to prevent or cause a change in control. Without the consent of Ms. Ramondetti, we may be prevented from entering into transactions that could be beneficial to us or our minority stockholders. In addition, Ms. Ramondetti could violate her fiduciary duties by diverting business opportunities from us to herself or others. The interests of Ms. Ramondetti may differ from the interests of our other stockholders. The concentration in the voting power of the Company may cause a material decline in the value of our Common Stock. For more information regarding Ms. Ramondetti and her ownership of our securities, see “Security Ownership of Principal Stockholders and Management.”

We are a “controlled company” defined under the Nasdaq Listing Rules and under the rules of the NYSE. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely on this exemption in the future and you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

We expect that our director, CEO and Secretary, Ms. Ramondetti, will own a majority of our voting power following this Public Offering as a result of her ownership of 1,000,000 shares of our Series Z Preferred Stock, which have voting rights of 900 votes per share, but are non-convertible to any shares of our Common Stock or any other class of our securities, and which are not publicly traded. Under the Nasdaq Listing Rules and under the rules of the NYSE, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

• an exemption from the rule that a majority of our Board must be independent directors;

• an exemption from the rule that the compensation of our Chief Executive Officer must be determined or recommended solely by independent directors; and

• an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

As a result, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules or the rules of the NYSE, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of this Public 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.

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

We intend to use the proceeds from this Public 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 Public Offering, their ultimate use may vary

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substantially from their currently intended use. You will not have the opportunity, as part of your investment decision, to assess 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 Public 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 Public 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. There is currently only a limited public market for our Common Stock. We cannot assure you that an active public market for our Common Stock will develop or be sustained in the future. If an active market for our Common Stock does not develop or is not sustained, the price may decline.

We may be unable to list our Common Stock on a national securities exchange.

Prior to this Public Offering, there was a limited public market for our Common Stock. We intend to apply to list our Common Stock on a national securities exchange concurrently with the closing of this Public Offering. However, we may not meet or maintain certain qualifying requirements for listing on a national securities exchange. 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 Public 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 a national securities exchange, which could make it more difficult for investors to sell their shares.

Our Common Stock is quoted on OTC Pink, under the symbol “EAXR,” and, to date, has traded on a limited basis. We intend to apply to list our Common Stock on a national securities exchange under the symbol “EAXR”. In the event our Common Stock begins trading on a national securities exchange, there can be no assurance that trading of the Common Stock on such market will be sustained. In the event that the Common Stock is not listed on a national securities exchange or if we do not sustain such listing, our Common Stock could be quoted only on the OTC Pink. Under such circumstances, you may find it significantly more difficult to trade, or to obtain accurate quotations for our Common Stock and our Common Stock may become substantially less attractive to certain purchasers, such as financial institutions, hedge funds, and other similar investors.

An active market for our Common Stock may never develop, and we are under no obligation to seek out a more active market for our Common Stock.

If there is a thin trading market or “float” for our Common Stock, the market price for our Common Stock may fluctuate significantly more than the stock market as a whole. Without a large float, our Common Stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our Common Stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our Common Stock could fluctuate widely in response to several factors, including, but not limited to:

• our quarterly or annual operating results;

• changes in our earnings estimates or the failure to accurately forecast and appropriately plan our expenses;

• failure to achieve our growth expectations;

• failure to attract customers and retain them;

• the effect of increased or variable competition on our business;

• additions or departures of key or qualified personnel;

• failure to adequately protect our intellectual property;

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• costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements;

• changes in governmental or other regulations affecting our business;

• our compliance with governmental or other regulations affecting our business; and

• changes in global or regional industry, general market, or economic conditions.

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our Common Stock could fluctuate based upon factors that have little or nothing to do with our Company and these fluctuations could materially reduce our stock price.

To date, we have not paid any cash dividends, and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our Common Stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We currently intend to retain all earnings for our operations.

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 a national securities exchange.

As a company listed on a national securities exchange, and particularly after we are no longer an emerging growth company or smaller reporting company, we will incur significant legal, accounting and other expenses that we did not incur as an OTC listed company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and rules subsequently implemented by the SEC and national securities exchanges impose various requirements on listed companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

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.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Common Stock, the price of our Common Stock and trading volume could decline.

Any trading market for our Common Stock may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Common Stock would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Common Stock and the trading volume to decline.

Our existing stockholders will be able to sell their shares after the completion of this Public 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 Public 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 Public Offering price, which could impact the trading price of our Common Stock following the completion of the Public 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 Public 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 Public 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 Public Offering 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 Public Offering by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this Public Offering 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 Public 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 Public 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 Public Offering 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 Public 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 Public Offering. We may find it necessary or advisable to use the net proceeds from this Public Offering for other purposes, and we will have broad discretion in the application of net proceeds from this Public Offering. Pending our use of the net proceeds from this Public 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.” In order to enable our Common Stock to continue to trade on the OTC Pink Market after the filing of the Form 15, we have satisfied our obligations to make adequate current information publicly available within the meaning of Rule 144(c)(2) of the Securities Act of 1933, as amended, through the filing of Annual and Quarterly Reports and Supplemental Information with OTC Markets. Copies of these reports are publicly available on the OTC Disclosure and News Service.

The following information reflects the high and low closing prices of the Company’s Common Stock on the OTC Pink market:

As of January 26, 2024, the last reported price of our Common Stock was $2.30 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 director, CEO, and Secretary, Eleonora Ramondetti.

Holders

As of December 19, 2023, we have 60,282,036 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 September 30, 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 Public 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 Public Offering 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 Public Offering is subject to adjustment based on the initial Offering price of the Common Stock and other terms of this Public 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 Public Offering Prospectus, including the financial statements and related notes appearing elsewhere in this Public Offering Prospectus.

	September 30, 2023			September 30, 2023
	Actual			As Adjusted(1)
Cash	$	33,708		$	[____]

Long term debt payable to stockholders	$	355,511			[____]

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 [ ] shares issued and outstanding as of actual and as adjusted, respectively		63,281			[____]
Additional paid-in capital		3,995,784			[____]
Accumulated deficit		(4,290,474	)		[____]
Accumulated other comprehensive loss		(207,665	)		[____]
Total stockholders’ equity		(438,073	)		[____]
Total capitalization	$	2,286,998		$	[____]

____________

(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 Public 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 Public Offering 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 Public Offering 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 Public Offering 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

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the cover page of this Public Offering 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 Public Offering determined at pricing.

The number of shares of Common Stock to be outstanding after this Public Offering is based on 60,282,036 shares of Common Stock outstanding as of January 22, 2024.

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 Public Offering Prospectus in evaluating the material presented above.

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DILUTION

If you invest in our Common Stock in this Public 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 Public Offering.

Our historical net tangible book value as of September 30, 2023 was ($438,190), or $0.006 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 September 30, 2023.

After giving further effect to (i) our issuance and sale of shares of Common Stock in this Public 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 Public Offering Prospectus, after deducting underwriting discounts and commissions, estimated offering expenses payable by us, and (ii) the application of the net proceeds from this Public Offering as described in the section of this Public Offering Prospectus entitled “Use of Proceeds,” our as adjusted net tangible book value as of September 30, 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 Public Offering. Dilution per share to new investors purchasing Common Stock in this Public Offering is determined by subtracting as adjusted net tangible book value per share after this Public 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 Public 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 Public Offering by $ per share and the dilution to new investors purchasing Common Stock in this Public Offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this Public Offering 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 Public Offering by $ per share and the dilution to new investors purchasing Common Stock in this Public Offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this Public Offering 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 Public Offering by $ per share and the dilution to new investors purchasing Common Stock in this Public Offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this Public Offering 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 Public 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 Public Offering 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 Public 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 Public Offering would be $ per share.

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The number of shares of Common Stock that will be outstanding after this Public Offering is based on 60,282,036 shares of Common Stock outstanding as of January 22, 2024.

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 Public 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 Public 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 Public 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 Public Offering
Investors participating in this Public Offering
Total capitalization

The table above assumes no exercise of the underwriters’ option to purchase additional shares in this Public 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 Public Offering, and the number of shares of Common Stock held by new investors participating in the Public Offering would be increased to % of the total number of shares outstanding after this Public 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 Public Offering 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 Public Offering Prospectus.

Company Overview

Ealixir is an internet technology company specializing in online reputation management services, which we refer to as ORM. The heart of our operational philosophy is our belief that our clients, both individual and corporate, should have the “right to be forgotten”. We support a more professional and accurate Internet whereby content publishers or providers regulate the use of people’s information by third parties, especially in the context of preventing or limiting third parties’ abilities from doxing (referring to the unauthorized release of personal identifying information) or engaging in libelous, slandering or any other similar malicious dissemination of (mis)communication.

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

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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.

• 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 fall into two principal categories: (a) Ealixir Removal, which is the removal, negative content and online spurious content; and (b) other ancillary services.

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

Maintain our competitive advantages. Based on our strength in research and development, we believe we can consolidate our market leadership position by continuing to innovate, both in technical tools and the quality of services offered. On one hand, it is noted that the applications under development, which are totally innovative for the market, will enable the potential users to use the services offered very straightforwardly, delivering an unprecedented potential for growth in market contacts. We focus on the needs of the market and provide our customers with personalized and customized products. We have formed our own unique and competitive advantages. However, the market conditions and consumer preferences change rapidly. If we fail to maintain our reputation and competitiveness, customers demand for our products could decline.

Competition. The market of online reputation management services is very competitive. The number, size and strength of our competitors vary by continent and country. Our competitors also compete based on a number of factors, including speed of service, value, name recognition, and customer service. Our industry is often affected by changes in national, regional or local economic conditions; currency fluctuations; demographic trends; traffic patterns; and disposable purchasing power. Our business concept is expected to compete with international, national, and regional companies, some of whom may be larger or have significantly greater financial resources than we currently have available.

We compete with a significant number of companies of varying sizes, including divisions or subsidiaries of larger companies who may have greater financial resources and larger customer bases than we have. As a result, these competitors may be able to identify and adapt to changes in consumer preferences more quickly than us due to their resources and scale. They may also be more successful in marketing and selling their products, better able to increase prices to reflect cost pressures and better able to increase their promotional activity, which may impact us and the entire ORM industry. In order to mitigate the pricing pressure, we have to differentiate ourselves from our competitors based on the value we bring to our customers through the quality and variety of our products and services. If we fail to attract and retain customers in our target markets for our current and future products, we will be unable to maintain or increase our revenues and market share.

Loss of key personnel. Our rapid growth in revenue was derived from our competitive advantages in our products. We rely heavily on the expertise and leadership of our senior management to maintain our core competence. The loss of the service of any of our key personnel could adversely affect our business, especially Ms. Ramondetti, our director, CEO and Secretary. We have obtained non-compete agreements and confidentiality agreements from our scientist and technique staffs in our research and development departments.

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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.

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 Sub Topic 740-10 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

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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.

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. For its removal services, the Company identified the analysis and identification of the negative and spurious content to be removed as a one of the performance obligations in the removal services contract. The Company completes this analysis prior to contracting with its customers for the actual removal of content. The Company allocates 50% of the total contract price to the preliminary analysis and a price for the removal of each link or deindexation performed. The Company recognizes revenue for the analysis portion of the contract upon completion of the analysis as a customer has received standalone value for the identification of the negative or spurious content. For its complementary services, pricing is established between the company and its customer based on the Company’s standard pricing for such services. Revenue is recognized for the ancillary services at the point in time that the company completes the service.

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.

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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.

The Company’s stock is thinly traded on the OTC Pink market, as such we believe that the stock price as quoted on the OTC pink does not represent the fair value of the Company’s stock. To more accurately determine the fair value, 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.

Results of Operations

Comparison of the nine months ended on September 30, 2023 and 2022 and the years ended on December 31, 2022 and December 31, 2021.

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,					Nine Months Ended September 30,
	2022		2021			2023			2022
	restated		restated						restated
Total Revenue	$	4,140,031	$	3,538,007		$	3,583,416		$	3,284,433
Cost of sales		877,279		864,209			991,966			723,779
Gross profit		3,262,752		2,673,798			2,591,450			2,560,654

Operating expenses:
General and administrative		2,783,534		3,300,807			4,443,875			1,937,739
Bad debt expense		155,174		96,271			19,182			—
Advertising and marketing expenses		53,665		158,928			8,769			59,155
Total operating expenses		2,992,373		3,556,006			4,443,875			2,028,002
Profit (Loss) from operations		270,379		(882,208	)		(1,852,425	)		532,652

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	Year Ended December 31,						Nine Months Ended September 30,
	2022			2021			2023			2022
	restated			restated						restated
Other income (expense):
Gain on disposition – subsidiaries		—			597,002			—			—
Interest expense		(26,836	)		—			(27,204	)		(2,131	)
Loss on foreign exchange		(83,419	)		—			—			291,633
Other income, net		—			—			—			—
Total other income (expense)		(110,255	)		500,731			46,386			(34,953	)

Income before provision for income taxes		160,124			(285,206	)		(1,898,811	)		160,284
Income tax expense		20,538			47,626			6,382			8,521

Net income (loss)	$	139,766		$	(332,832	)	$	(1,905,193	)	$	151,763
Less: Net income (loss) attributable to noncontrolling interests		—			(2,128	)		—
Net income (loss) attributable to Ealixir, Inc.		139,766			(334,960	)		(1,905,193	)

Foreign exchange (income) expense		97,910			83,578			(685	)		46,361
Total Comprehensive Income (loss)	$	41,856		$	(418,538	)	$	(1,904,508	)	$	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		0.001			(0.0101	)		(0.0027	)		0.0023
Pro forma number of common shares outstanding – basic and diluted(2)		48,259,753			41,397,492			63,282,036			45,664,753

Comparison of the years Ended December 31, 2022 and 2021

Revenues

Our total revenue for the year ended December 31, 2022, increased by $602,024 or 17% from the year ended December 31, 2021 Our removal services revenue for the year ended December 31, 2022 declined by $236,742 or 8% compared to the year ended December 31, 2021. The decline in removal services revenue was more than offset by an increased for the year ended December 31, 2022 of our ancillary services revenue of $838,755 as compared to the year ended December 31, 2021.

The increase was due to new agreements signed in 2022 and the progress from the rollout of services.

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 $13,070, or 2%. The increase has been, anyway, less than the increase in sales, thus marking a reduction of cost of sales in relative terms. The increase in cost of sales resulted from an $81,472 increase in the cost of sales for our ancillary services partially offset by a $68,402 decrease in cost of sales for our removal services.

Gross profit

Overall, our gross profit as percentage of total revenue improved from 76% for the year ended December 31, 2021 to 79% for the year ended December 31, 2022 due to our revenues rising at a greater rate than our cost of sales.

General and Administrative (G&A) Expenses

G&A expenses were $2,783,534 for 2022, as compared to $3,300,807 for the year 2021, a decrease of approximately $517,000, or -16%. 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. The Stock compensation

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expenses 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 September 30, 2023), and $456,811 for the shares issued in 2021 (9,431,866 shares of Common Stock).

Net Income

The net income from operations for 2022 was $139,766, or 3% of sales, as compared for 2021, when it was ($332,832) 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.

Comparison of the nine months ended September 30, 2023, and 2022

Revenues

Our total revenue was $3,583,416 for the nine months ended September 30, 2023, as compared to $3,284,433 for the nine months ended September 30, 2022, an increase of $298,982 or 8%. The increase revenue was due to an increase in our removal services revenue of $1,344,156 or 60% partially offset by a decrease in our ancillary services revenue of $838,755 or 99%

The increase in total revenue is due to growing the brand and gaining more customers and retaining current customers for additional revenue.

Cost of Sales

Cost of sales was $991,966 for the nine months ended September 30, 2023, as compared to $723,779 for the nine months ended September 30, 2023, or an increase of $268,188 or 27%. The increase is due to the increased cost of customer acquisition through commission fees. The cost of sales for our removal services increased by $331,61 or 55% while our cost of ancillary services decreased by $63,429 or 51%.

Gross Profit

Our gross profit as a percent of sales increased by $30,795 to $2,591,450 for the nine months ended June 30, 2023 from $2,560,655 for the six months ended September 30, 2022. Our gross profit as a percentage of sales decreased to 72% for the nine months ended September 30, 2023 compared to 78% for the nine months ended September 30, 2022.

General and Administrative (G&A) Expenses

G&A expenses were $4,435,106 for the nine months ended September 30, 2023, as compared to $1,968,847 for the nine months ending September 30, 2022, or an 125% increase, due to professional fees and consulting expenses. The SBC costs were $2,073,075 for the shares issued for the nine months ended September 30, 2023 (15,022,283 shares of Common Stock) compared to the nine months ended September 30, 2022 of $31,108 or a 98% increase.

Net Income

Net result from operations for the nine months ended September 30, 2023 was ($1,905,193), as opposed to the net operating profit of $513,653 for the same period ended 2022, or ($2,418,846). The change is due to the issuance of 2,660,000 shares of Common Stock to service providers, and the corresponding expenses of $2,073,075.

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,

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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

The Company 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, 2022 and for the nine months ended September 30, 2023.

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, as well as on-demand financing from the primary stockholder in the amount of $100,000. 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.

As of December 31, 2022 and December 31, 2021 we had $113,155 and $331,523 of cash and cash equivalents, respectively. As of September 30, 2023, our cash balance was $33,708. The Company, as of the date of these financial statements does not have sufficient cash to support the Company for the next year.

The Company realized a profit for the year ended December 31, 2022 of $242,816, with a margin of 6%, whereas in 2021 we incurred a loss ($-332,832). The negative operating cash flows of 2022 ($97,522) is due to an unexpected decrease in collections and to the settlement of the mentioned professional fees for listing. For the nine months ended September, 2023, we generated cash from operating activities of $165,849.

Management acknowledges that the current cash position does not sufficiently support the business for a period longer than 12 months from financial statement issuance. As such, we believe that these conditions raise substantial doubt as to the Company’s ability to continue as a going concern for 12 months from the date the financial statements are issued. Management acknowledges that additional funding and an improvement in collections on outstanding accounts receivable will be necessary to extend the runway for future operations. As a result of this offering, we aim to seek additional funding through public and private financings, collaboration agreements and strategic alliances. There is no assurance of success in obtaining such additional financing on terms acceptable to us, if at all, and there is no assurance that we will be able to enter into collaborations or other arrangements. If we are unable to obtain additional funding and/or collect on outstanding receivables in a timely manner, it could force us to delay, reduce or eliminate some or all of our operating segments, general business expansion and product commercialization efforts. These potential delays, reductions and eliminations could adversely affect future business prospects, and the ability to continue operations.

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. Among our services, Ealixir Removal is our primary service and the others are our ancillary services.

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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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.

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 Public Offering 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

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

We currently offer seven services (including one primary service, Ealixir Removal, and six ancillary services, to individuals and businesses) including:

• Ealixir Removal — Our primary service, which aims to protect the online reputation of clients (individuals or corporations) utilizing the Company’s innovative technological platform to achieve the removal, de-indexation or the anonymization of negative or unwanted information. 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.

• WEBiD — 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 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

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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 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.

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 ancillary 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.

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• 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.

• 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.

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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.

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.

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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:

Primary Service:

• Ealixir Removal — $1,500 per link

Ancillary Services:

• WEBiD — $5,000 per name of a person or company, hashtag or other identifier on average

• Ealixir Story — Three packages at $50,000; $100,000; and $150,000, respectively. The packages differ from each other in the number of items and geographic area of reference.

• News Delete — $25,000 each black list.

• Analytics — $500,000 starting price. Additional pricing 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 Public Offering 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 Public Offering 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.

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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.

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.

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Employees

We currently have 17 full time employees, including our executive officers. Key employees include 1) Venkatesh Patrachari: Chairman of the Board and Executive President; 2) Eleonora Ramondetti: Chief Executive Officer and Director; 3) Mark Corrao: Chief Financial Officer; 4) Francesco Mazza: Director and Head of Communications. Of our 17 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.

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 20 countries and, as of the date of this Public Offering Prospectus, we have served over 500 customers, providing an around the clock (24 hours) customer service.

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Break-down of Revenues by Country for the quarter ended September 30, 2023:

Break-down of Revenues by Country in 2022:

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Break-down of Clients by Country in 2021:

Break-down of Clients by Country in 2020:

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Break-down of Clients by Country in 2019:

Break-down of Clients by Year from 2018 – 2022

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Below is a chart of our corporate structure as of February 1, 2024.

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 Public Offering Prospectus:

Name	Age	Position
Venkatesh Patrachari	58	Executive Chairman of the Board of Directors and Executive President
Eleonora Ramondetti	31	Chief Executive Officer, Secretary, and Director
Francesco Mazza	41	Director
Nirav Rashmikant Metha	42	Director
Virag Desai	36	Director
Mark Corrao	66	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.

Venkatesh Patrachari has been serving as our director since April 2022 and as our Executive Chairman of the Board of Directors and Executive President since September 2023. 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 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.

Eleonora Ramondetti has been serving as our Chief Executive Officer, Secretary, and director since September 2023. She served as our Chief Operations Officer from April 2023 to December 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. We believe that Ms. Ramondetti’s knowledge of the Company through her years of service as a project manager at Ealixir Hispania SLU, our subsidiary, combined with her experience in various communication sectors, qualifies her to serve on our Board and as the Chief Executive Officer of the Company.

Francesco Mazza has been serving as our director since September 2019 and our Chief Strat

Assumed Offering price per share

Historical net tangible book value (deficit) per share as of September 30, 2023

Increase in pro forma net tangible book value per share attributable to this Public Offering

Pro forma net tangible book value (deficit) per share as of September 3, 2023

Dilution per share to new investors participating in this Public Offering

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