ULIXE CORP. 8-K

What Happened

• ULIXE CORP. announced the June 18, 2026 sale of all equity interests in its subsidiary Ulixe Nova S.r.l. to Condotti Capital S.r.l. The purchaser paid nominal consideration of €1.00. The parties agreed to reconcile outstanding reciprocal payables and receivables as of the closing date, subject to a 90-day post-closing adjustment period.
• The sale transferred 100% of Ulixe Nova’s equity from Ulixe Italy S.r.l. (a wholly owned subsidiary of ULIXE CORP.) to Condotti Capital. The Transfer Agreement includes customary post-closing cooperation obligations, including providing information the Company may need for SEC reporting, audit, compliance and regulatory purposes.

Key Details

• Transaction date: June 18, 2026 (Closing Date).
• Buyer: Condotti Capital S.r.l.; Consideration: €1.00 (nominal).
• Post-closing: 90-day adjustment period to reconcile payables/receivables.
• Strategic context: Board approved the disposal as part of a reorganization in anticipation of an uplisting to The Nasdaq Stock Market; sale considered Ulixe Nova’s financial condition, indebtedness, liquidity, working capital needs and anticipated recapitalization requirements.

Why It Matters

• For investors, the disposal removes Ulixe Nova from ULIXE’s group and eliminates the need for future funding and administrative responsibilities tied to that business, which the Board viewed as helpful ahead of a planned Nasdaq uplisting. The nominal €1 consideration and the stated reasons reflect that Ulixe Nova required capital and recapitalization to support growth and profitability. ULIXE retains other Italian subsidiaries (Dale Consulting, Ulixe Pharma, MBSNet and Fintexa) and recently acquired MBSNet (Nov 17, 2025) to bolster its fintech and digital payments capabilities.