ULIXE CORP. 8-K

What Happened

• Ulixe Corp. filed an 8-K reporting that director Mario Manzo resigned effective June 13, 2026, stating his resignation was "for cause" and raising concerns about the company’s SEC reporting status, directors’ and officers’ liability insurance, lack of a separate indemnification agreement, and access to certain financial and management information.
• The Board disagrees with some of Mr. Manzo’s statements, noted that the company’s bylaws provide indemnification to the fullest extent permitted by law, and said it responded to Mr. Manzo’s information requests. The Board also reports it has been periodically updated on delinquent SEC filings and remediation efforts.
• After Mr. Manzo’s departure the Board appointed Franco Cappelli, founder of the Ulixe Group, as director and chairman effective as of this filing; he will serve until a successor is elected or he resigns/removed. The company said this appointment will provide continuity as it implements governance and accounting changes in anticipation of a planned Nasdaq uplisting.

Key Details

• Resignation date: June 13, 2026 (Mario Manzo). Appointment: Franco Cappelli as chairman (effective with this 8-K filing).
• The company is a voluntary SEC filer and acknowledges certain periodic reports remain unfiled while it completes US GAAP conversions from Italian GAAP and re-audits predecessor WarpSpeed Taxi Inc.'s FY ended July 31, 2024 due to SEC sanctions on the predecessor’s former auditor.
• Ulixe’s Italian subsidiaries expect to complete fiscal year 2025 Italian GAAP financial statements by June 30, 2026; the company has appointed CBIZ CPAs P.C. as its PCAOB auditor to prepare audited consolidated U.S. GAAP accounts.

Why It Matters

• Governance: A board member resignation for cause and an immediate appointment of the founder as chairman are material governance events that can affect investor confidence and board dynamics.
• Reporting and compliance: The company confirms ongoing delays in SEC reporting tied to complex US GAAP conversions and a required re-audit; investors should monitor progress on filing audited U.S. GAAP consolidated financial statements and the company’s timeline for regaining regular reporting compliance.
• Continuity and strategy: Management says the new chairman’s operational knowledge will support the company’s remediation efforts and its planned uplisting to Nasdaq, which are relevant milestones for investors tracking liquidity and listing status.