EXPLANATORY NOTE

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

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

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

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

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

•        they contain different Offering sections in the Prospectus Summary section beginning on page Alt-1;

•        they contain different Use of Proceeds sections on page Alt-10;

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

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

•        the Legal Matters section on page Alt-14 deletes the reference to counsel for the underwriter in the Resale Prospectus.

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

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.

TABLE OF CONTENTS

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

You should rely only on the information contained in this prospectus. We, the selling stockholders and the underwriters have not authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not, the selling stockholders and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained in this prospectus is correct as of any time after its date. Information contained on our website, or any other website operated by us, is not part of this prospectus.

For investors outside the United States: We have not, the selling stockholders and the underwriters have not, done anything that would permit possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this prospectus are “forward-looking statements” for purposes of federal and state securities laws, including statements regarding our expectations and projections regarding future developments, operations and financial conditions, and the anticipated impact of our acquisitions, business strategy, and strategic priorities. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and financial trends that we reasonably believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to several known and unknown risks, uncertainties, and assumptions. Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

These forward-looking statements present our estimates and assumptions only as of the date of this prospectus. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

•        We may not be able to generate profits from operations or positive cash flows from operating activities.

•        Our independent auditor has expressed a “going concern” opinion.

•        We may not be able to obtain financing on favorable terms, if at all.

•        We are an early-stage company with a business model and marketing strategy which is still being developed and largely untested.

•        Our management and organizational structures are still developing and remain susceptible to error and inefficiencies.

•        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 affected by currency fluctuations.

•        We rely on outside consultants and agents.

•        The COVID-19 pandemic and the impact of the actions taken to mitigate the pandemic may adversely affect our business, financial condition and results of operations. We are unable to predict the extent to which the pandemic and the related effects will continue to impact our business, financial condition and results of operations and the achievement of our strategic objectives.

•        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 President and Chairman of the Board of Directors (the “Board”) has a substantial influence over our Company.

•        We are a “controlled company” as defined under the Nasdaq Listing Rules.

•        Because the market for our Common Stock is limited, persons who purchase our Common Stock may not be able to resell their shares at or above the purchase price paid for them.

•        We 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.

•        The other risks identified in this prospectus including, without limitation, those under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as such factors may updated from time to time in our other filings with the SEC.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We qualify all our forward-looking statements by these cautionary statements.

About this Prospectus

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

You should not assume that the information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate as of any date other than the date on the front cover of the applicable document. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, operating results and prospects may have changed since that date. Information contained on our website, or any other website operated by us, is not part of this prospectus.

Before purchasing any securities, you should carefully read both this prospectus, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.

Industry and Market Data

This prospectus, and the documents incorporated by reference in this prospectus include industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Statements as to our ranking, market position and market estimates are based on independent industry publications, government publications, third-party forecasts and management’s good faith estimates and assumptions about our markets and our internal research. Although industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, we have not, and the underwriters have not, independently verified such third-party information. Although we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. This data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in this prospectus and the documents incorporated by reference herein and therein.

Trademarks

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos, and website names. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the following risk factors, which address the material risks concerning our business and an investment in our Common Stock, together with the other information contained in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected, in which case the trading price of our Common Stock could decline significantly, and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Company

During the last two fiscal years we did not generate profits from our operations, although we had profits from our operations in the nine months ended September 30, 2022.

We incurred net losses from operations of $428,672 and $430,622 during the years ended December 31, 2021, and 2020, respectively; however, for the nine months ended September 30, 2022, we had net income from operations of $563,761. Based upon our current business plan, our ability to begin to generate profits from operations is dependent upon increasing sales and our obtaining additional financing. 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.

We have generated negative cash flow from operating activity during the years ended December 31, 2021, and 2020, although we have positive cash flows from operating activities in the nine months ended September 30, 2022.

We used net cash for operating activities of $438,330 and $214,506 for the years ended December 31, 2021 and December 31, 2020, respectively, although we had positive cash flows from operating activities in the nine months ending September 30, 2022 (unaudited) of $1,237,942. 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 consolidated financial statements includes an explanatory paragraph indicating there is a substantial doubt about our ability to continue as a going concern, citing our need for additional capital for the future planned expansion of our activities and to service our ordinary course activities (which may include servicing of indebtedness). Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. There are no assurances that we will generate profits from operations. The inclusion

of a going concern explanatory paragraph in the report of our independent auditor will make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially and adversely affect the terms of any financing that we might obtain. If we are not successful in generating sufficient revenues or raising additional capital, we may not have enough financial resources to support our business and operations and, as a result, may not be able to continue as a going concern and could be forced to liquidate.

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 rely on a single line of business.

Our business model is focus on providing tools to our customers to enact their “right to be forgotten” on the internet or control, to the extent permitted by law, the nature and scope of disclosure which is made about them on the internet. Among other things, we aim to give people the opportunity to choose the links that appear when someone searches for them on Google. Unless we diversified our products and services, if we fail to attract enough customers to our current range of services; or if we were to face increased competition in this sector; or if applicable laws and regulations were to hinder our ability to operate in this sector, our business and financial results could be severely adversely affected.

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 need to ensure the confidentiality of privileged 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 need to adopt precautions and procedures to ensure the confidentiality of this information is properly safeguarded. If we fail to do so, and if any of this 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 condition.

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.

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 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 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 experienced and expect to continue to experience actual or attempted cyber-attacks of our IT networks. Although none of these actual or attempted cyber-attacks has had 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 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.

The COVID-19 pandemic and the impact of the actions taken to mitigate the pandemic may adversely affect our business, financial condition and results of operations. We are unable to predict the extent to which the pandemic and the related effects will continue to impact our business, financial condition and results of operations and the achievement of our strategic objectives.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. In an attempt to limit the spread of COVID- 19,various governmental restrictions, including the declaration of a national emergency in the United States, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, shelter-in-place orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures may have an adverse impact on our business and operations, including, for example, by reducing the demand for our products globally because of reduced discretionary spending and a decline in economic conditions. Furthermore, the COVID-19 pandemic may have a material adverse effect on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. Also, due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties, including its severity, duration and spread, any future “waves” of the outbreak or the spread of any variants of the disease, it is not possible to accurately predict the full impact of the COVID-19 pandemic on our business, financial condition, and results of operations. As global economies continue to reopen, the recovery of the economy and our business is likely to fluctuate and vary by geography. Further, the ultimate impact of the COVID-19 pandemic on our customers, employees, business, operations and financial performance depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport, import and export and modified workplace activities); the impact of the pandemic on local or regional economies, travel and economic activity, and actions taken in response; the availability of government funding programs; general economic uncertainty in key markets and financial market volatility; volatility in global economic conditions and levels of economic growth; the duration of the COVID-19 pandemic; and the pace of recovery when the COVID-19 pandemic subsides.

In addition, there can be no assurance that any efforts taken by us to address the adverse impacts of the COVID-19 pandemic or actions taken by municipalities or local citizens to contain the COVID-19 pandemic and its impact will be effective and will not result in significant additional costs to us. If we are unable to recover from or mitigate the adverse effects of the COVID-19 pandemic in a timely manner, our business, financial condition, and results of operations could be adversely affected. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Any of the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could adversely impact our business, prospects, financial condition and results of operation.

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.

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.

The EU-U.S. and the Swiss-U.S. Privacy Shield frameworks allow U.S. companies that to self-certify to the U.S. Department of Commerce and publicly commit to comply with specified requirements to import personal data from the EU and Switzerland. However, these frameworks face a number of legal challenges, and their validity remains subject to legal, regulatory, and political developments in both Europe and the U.S. The potential invalidation of data transfer mechanisms could have a significant adverse impact on our ability to process and transfer personal data outside of the European Economic Area.

We operate in numerous countries and are subject to various different laws and regulations which can change significantly.

This could adversely affect our future business, financial condition and results of operations. Our operations will be 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 following all such laws, regulations and guidelines. Unfavorable regulatory changes, delays or both may therefore materially and adversely affect our future business, financial condition and results of operations.

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.

Our future results will suffer if we do not effectively manage our expanded operations following the listing on Nasdaq.

Following our listing on the Nasdaq, the size of our business will be significantly larger than the current business of Ealixir. Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for our management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We cannot assure you that we will be successful or that we will realize the expected operating efficiencies, annual net operating synergies, revenue enhancements and other benefits currently anticipated to result from our listing on the Nasdaq.

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 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 success of our business will depend in part on our ability to retain key employees who continue employment with us after our listing on the Nasdaq is completed. It is possible that key employees might decide not to remain with us after our listing on the Nasdaq is completed. 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.

Most of our senior management team will have limited experience managing a Nasdaq traded company, and regulatory compliance may divert their attention from the day-to-day management of our business.

Most of the individuals who will constitute our senior management team have limited experience managing a Nasdaq-traded company and limited experience complying with the increasingly complex laws pertaining to public companies listed on Nasdaq. The senior management team may not successfully or efficiently manage the transition to a Nasdaq traded company that is subject to significant regulatory oversight and reporting obligations under United States securities laws and Nasdaq Listing Rules. In particular, these new obligations will require substantial attention from the management and could divert their attention away from the day-to-day management of our business.

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

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

In particular, in May 2014, the FASB issued Accounting Standards Codification (“ASC”) 606, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As an “emerging growth company,” we are allowed under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to take advantage of this extended transition period under the JOBS Act with respect to ASC 606,

which resulted in ASC 606 becoming effective for us on January 1, 2019. Any difficulties in implementing these pronouncements could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

We are evaluating ASC 606 and have not determined the impact it may have on our financial reporting. If, for example, we were required to recognize revenue differently with respect to our managed services and SaaS businesses, the differential revenue recognition may cause variability in our reported operating results due to a delay in our ability to report revenues under ASC 606.

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.

Risks Related to Our Securities

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

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

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

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

We expect that our President and Chairman of the Board, Enea Angelo Trevisan, will own a majority of our common stock following this offering. Under the Nasdaq Listing Rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

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

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

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

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

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of this offering. Our status as a controlled company could cause our Common Stock to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

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

We intend to use the proceeds from this offering to make acquisitions and obtain partnerships, invest in technology, expand our sales team and marketing efforts, and general working capital and other corporate purposes. However, we have considerable discretion in the application of the proceeds. Because of the number and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds” below for more information.

Because the market for our Common Stock is limited, persons who purchase our common stock may not be able to resell their shares at or above the purchase price paid for them.

Our Common Stock trades on the OTC Pink Open Market operated by OTC Markets Group, Inc., under the ticker symbol “EAXR.”, which is not as liquid a market as a national securities exchange such as the Nasdaq. There is currently only a limited public market for our Common Stock. We cannot assure you that an active public market for our Common Stock will develop or be sustained in the future. If an active market for our Common Stock does not develop or is not sustained, the price may decline.

We may be unable to list our Common Stock on Nasdaq.

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

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

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

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

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

•        our quarterly or annual operating results;

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

•        failure to achieve our growth expectations;

•        failure to attract customers and retain them;

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

•        additions or departures of key or qualified personnel;

•        failure to adequately protect our intellectual property;

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

•        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 allows 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 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 the Nasdaq. initiatives.

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

Pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, we will be required to furnish a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company or a smaller reporting company with less than $100 million in annual revenue, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. We could be an emerging growth company for up to five years. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

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

We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective registration statement under the Securities

Act, although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our Common Stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (ii) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

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

Our directors, officers and the beneficial owners of 5% of our Common Stock that are issued and outstanding as of the date of this prospectus will agree not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any Common Stock for a period of up to six (6) months after this offering is completed. See “Underwriting — Lock-Up Agreements.” Our existing stockholders may be able to sell their Common Stock under Rule 144 following the expiration of that lock-up period. Because these existing stockholders have paid a lower price per Common Stock than participants in this offering, when they are able to sell their shares under Rule 144 following the expiration of that lock-up period, they may be more willing to accept a lower sales price than the offering price, which could impact the trading price of our Common Stock following the completion of the offering, to the detriment of participants in the Underwritten Offering. Under Rule 144, before our existing stockholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Common Stock to be sold pursuant to Rule 144 during the pendency of this offering.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.

USE OF PROCEEDS

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

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

We plan to use the net proceeds for research and development, marketing, channel partner expansion, working capital and general corporate purposes. We may also elect to use proceeds from this offering to explore complementary technologies, products, or businesses.

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

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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

On February 8, 2023, the closing price of our Common Stock was $5.25 per share.

We also have outstanding 1,000,000 shares of our Series Z Preferred Stock, par value $0.001 per share, which have voting rights of 900 votes per share, but are non-convertible to any shares of our Common Stock or any other class of our securities, and which are not publicly traded. All of the Series Z Preferred Stock are held by our President and Chairman of the Board, Enea Angelo Trevisan.

Holders

As of January 4, 2023, we have 48,259,753 shares of Common Stock issued and outstanding held by 524 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.

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.

CAPITALIZATION sPECIAL nOTES

The following table sets forth our cash and capitalization as of September 30, 2022:

•        on an actual basis; and

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

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

____________

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

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

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

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

DILUTION

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

Our historical net tangible book value as of September 30, 2022 was ($253,128), or ($.0055 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, 2022.

After giving further effect to (i) our issuance and sale of              shares of Common Stock in this offering at the initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions, estimated offering expenses payable by us, and (ii) the application of the net proceeds from this offering as described in the section of this prospectus entitled “Use of Proceeds,” our as adjusted net tangible book value as of September 30, 2022 would have been approximately $             million, or approximately $             per share. This represents an immediate increase in as adjusted net tangible book value per share of __ to our existing stockholders and an immediate dilution in as adjusted net tangible book value per share of approximately $__ to new investors purchasing Common Stock in this offering. Dilution per share to new investors purchasing Common Stock in this offering is determined by subtracting as adjusted net tangible book value per share after this offering from the assumed initial public 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 public offering price, number of shares and other terms of this offering determined at pricing.

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

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

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

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

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

Company Overview

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, what we have termed, the “right to be forgotten”. In other words, this means the right of an individual or a company to have removed from the internet outdated negative information or harmful spurious content. 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 (i.e. unauthorized release of personal identifying information), slander or any other similar content with malicious intent. We believe our philosophy is underpinned in law in the European Union by, among others, Directive 95/46/EC of October 24, 1995, which regulates the processing of personal data within the European Union.

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.

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

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

•        Ealixir Removal — Leveraging and enforcing the public’s rights under privacy laws, this service aims to protect the online reputation of clients (individuals or corporations) utilizing the Company’s innovative technological platform to achieve the removal, de-indexation or the anonymization of negative or unwanted information.

•        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 several online news outlets.

•        NewsDelete — This service caters to customers concerned about their reputation in financial affairs, as it is portrayed by privately-managed databases such as World-Check, Dow Jones Compliance and LexisNexis, or government list such as the OFAC sanction list. Except in the case of politically exposed persons (“PEPs”), we are normally able to procure the removal of the client’s name from World-Check or at least a modification of the information on such client contained therein.

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, what we have termed, the “right to be forgotten”. In other words, this means the right of an individual or a company to have removed from the internet outdated negative information or harmful spurious content. 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 believe in and enforce our customers’ “right to be forgotten”, that is the lawful right of an individual or a company to remove from the internet outdated negative information or harmful content, first enshrined in law in the European Union by Directive 95/46/EC in October 1995. We intend 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, RepScore, Ealixir Analytics and Ealixir Event Launch, each of which is explained below.

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.

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, what we have termed, the “right to be forgotten.”; In other words, this means the right of an individual or a company to have removed from the internet outdated negative information or harmful spurious content. 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. 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.

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.

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 request their FBI criminal record and do not take a client on unless we receive a clean report.

Furthermore, any proposed new client must be reviewed and approved by our Ethics Committee. The committee is chaired by Dr. Antonio Valentini, former Governor of the Central Bank of San Marino, Italy.

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.

Our Services

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

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

•        WebID is a detailed report of all online content relating to individuals, brands and companies. Based on such report, the client receives an immediate and accurate portrait of the dominant “sentiment” which is associated with the specific content — whether positive, neutral or negative. Through our social listening tools we can measure online conversations on over 90 million sources; identify critical issues; and advice on what we believe would the best strategy to address them. Our service is completely based on artificial intelligence, thus working with aseptic accuracy and without subjective determinations. To do this, we evaluate the textual content of search results, including in the “News” or “Images” section. We analyze the suggestions and correlated research associated with the client and the trending topics around which the main discussions about the client are developing. We uncover harmful information; we geo-localize online conversations related to the subject and analyze their demographic composition. At the end of this, we then prepare a report which summarizes the strengths and weaknesses, which is delivered to the customer’s home or headquarters. WebID is often the initial step in our customer relationship, leading then to the provision of one or more of our more specific, and more value added, services.

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

•        Ealixir Story — Through this service, we aim to assist our clients in developing and spreading on the internet a new or revived story about themselves. Frequently following the completion of our Ealixir Removal work, it becomes apparent the need to replace the content which was removed with new and positive content. We thus offer our customers a customized editorial plan, with the aim of developing a new “story” through a number of articles and features to be published by a several outlets (in most instances, without any “sponsored content” legend or equivalent label). To achieve this, we begin by employing our algorithms to determine what topics are trending in the jurisdiction of residence or of interest to our client, and we aim to find a match for areas on which our client can be considered an expert or in any event his or her opinion would be considered relevant. We then procure one of more articles to be written on the topic (or topics) and within each such article our client is featured as a relevant expert or subject. We work with over 1,250 online news outlets, newspapers and content providers who receive compensation to host the agreed-upon content, which in turn is created by a team of over 250 professional journalists across the world, covering six languages. All such media outlets have a domain authority (“DA”) and page authority (“PA”) score of 60 or above, with DA and PA being the two index used by Google to measure the credibility of a media source, thereby insuring excellent SEO positioning. 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.

•        NewsDelete — This service caters to customers concerned about their reputation in financial affairs, as it is portrayed by privately-managed databases such as World-Check (a privately managed database of PEPs) and heightened risk individuals or organizations, used around the world to help to identify and manage financial, regulatory and reputational risk), Dow Jones Compliance and LexisNexis, or government lists such as the OFAC sanction list. Banks, financial institutions and many other enterprises regularly consult these databases when determining whether to do business with prospective customers. We are often engaged to provide this service as a follow-up to the work we have carried out through Ealixir Removal. Except in the case of PEPs, we are normally able to procure the removal of the client’s name from World-Check or at least a modification of the information on such client contained therein.

•        Ealixir Analytics collects real-time big data about states, institutions, political parties, candidates and personalities working in these structures. Through the web listening platform, we are able to monitor millions of online sources and, with the use of algorithms in-house developed, we are able to cross words and sentences in order to identify trends in audience reading in order to propose contents and information of interest. Through a detailed analysis of sentiment related to specific targets, we identify strategic and business opportunities in target countries and propose communication plans of effectiveness.

•        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.

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

Industry Overview

The online reputation market is a young and growing sector, because its growth is related to the growth of online content, as well as other factors, and thus in our view difficult to quantity. In addition to the growth of online content, and outlets for producing online content, the growth the ORM industry is related primarily to two factors: (a) legislation enacting or enhancing an individual right to be forgotten or right to have unwanted content removed and (b) consumers’ awareness that such rights exist and solutions for ORM can be successfully pursued.

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

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

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

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

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

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

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

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

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

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

Search engine optimization (SEO) statistics

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

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

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

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

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

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

Wikipedia statistics

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

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

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

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

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

Recruiting and employment statistics

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

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

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

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

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

Social media statistics

•        The average consumer mentions brands 90 times per week.

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

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

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

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

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

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

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

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

Corporate social responsibility statistics

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

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

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

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

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

Cyber-security statistics

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

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

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

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

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

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

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

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

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

Our Competitive Strengths

Our competitive strengths are comprised of the following elements:

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

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

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

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

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

Our Growth Strategy

The primary elements of our growth strategy include:

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

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

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

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

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

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

We are also continually striving to improve the quality of our services. To this end, artificial intelligence technologies are of interest to us as they may enable us to further enhance the speed and accuracy of a search on the internet for negative links or unwanted content or identify trending topics on which to elaborate our Ealixir Story

content. Deep tech (and in particular data analytics and event stream processing) are also of interest to us, as streaming enables a real time elaboration of data, or a quicker response to specific events, the generation of more timely news alert, and in general allows a more tailor-made and responsive content.

Competition

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.

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

•        WebID — $5,000

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

•        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. It depends of the structure of the project.

•        Event Launch — $150,000 starting price. It depends of the structure of the project.

The Ealixir Story pricing depends on the length, depth and complexity of the client’s story and the news media outlets to which it is distributed.

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

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

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

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

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

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

Sales and Marketing

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

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

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

Intellectual Property

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

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 Company’s Intellectual Property (IP) Committee and those employees authorized to access the trade secret shall be responsible for maintaining its secrecy.

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

•        extent the information is known outside the business;

•        extent the information is known inside the business;

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

•        ease or difficulty to reverse engineer;

•        value of the information to company and competitors; and

•        effort/cost to develop information.

Trade Secret Storage

Our policies regarding trade secret storage include the following:

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

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

Employees

We currently have 21 full time employees, including our executive officers. Key employees include 1) Enea Angelo Trevisan: Chairman of the Board and President; 2) Suneel Anant Sawant: Chief Executive Officer and Director; 3) Bruno Polistina: Chief Financial Officer; 4) Francesco Mazza: Director and Head of Communications; and 5) Danila Edj Pisati Trevisan: Vice President of Human Resources. 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 and $7,013, from July 1, 2021 to June 30, 2022, and July 1, 2022 to June 30, 2023, respectively, pursuant to a lease that terminates on June 30, 2023, 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.

Since May, 1st , 2018, 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 € 1.489,55, on a monthly basis.

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

Legal Proceedings

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

Corporate Information

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

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

We believe in and enforce our customers’ right to be forgotten, that is the lawful right of an individual or a company to remove from the internet outdated negative information or harmful content, first enshrined in law in the European Union by Directive 95/46/EC in October 1995. We intend to enhance the image, legacy and the web-reputation of our customers by creating positive links and original tailor-made content, which is then disseminated online through a vast network of newspapers, agencies and websites with whom we work. We aim to achieve this goal by providing seven distinct but synergic services: Ealixir Removal, Ealixir Story, NewsDelete, WebID, RepScore, Ealixir Analytics and Ealixir Event Launch, each of which is explained below.

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.

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 non-U.S investors.

REGULATION

Because we operate our business in numerous countries through referrals of potential customers by our agents 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.

MANAGEMENT

Directors, Executive Officers and Corporate Governance

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

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

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

Suneel Anant Sawant has been serving as our Chief Executive Officer and director since April 2022. Mr. Sawant also has been serving as Sr. Executive Databoss Inc. since 2012. Mr. Sawant received his B.E. degree in Electronics Engineering from TKIET Shivaji University India and M.S. degree in Masters Computer Scim from the New York Institute of Technology.

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

Venkatesh Patrachari has been serving as our director since April 2022. He also has been serving as Senior Service Engineer of Microsoft Corporation since 2021. Prior ro 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, mananaging 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.

Bruno Polistina has been serving as our Chief Financial Officer since February 2022. From February 2021 to November 2021, Mr. Polistina served as Chief Financial Officer of Kolinpharma S.p.A, where he oversaw general ledger, subsidized investments, and cash-flow management. Prior to that, he was Chief Financial Officer of DEX-KO Group in Italy from January 2018 to January 2021, where he was mainly responsible for coordination of statutory accounting and reports. From August 2014 to December 2017, he was Business Consultant at NINA REIT LLC, where he was responsible for delivering investment opportunities in real estate, optimization of tax obligations and insights to corporate and private investors, and ensuring the timely and accurate production of periodic reports to investors. From

March 2008 to July 2014, he was Chief Financial Officer of Trevi Group in United Arab Emirates and Thailand, where he supported senior management of Trevi Group companies in Middle East and Far East with investments planning. Mr. Polistina is fluent in five languages and his experience as Chief Financial Officer and Finance & Accounting manager in several multinational companies allows him to develop an international business vision. He is also a professional with approximately 25 years of experience in managing issues related to various listing processes related to start-ups, with an extensive knowledge of the US GAAP accounting principles. Mr. Polistina received his degree in Business Economics from the University Federico II of Naples (Italy).

Board Composition and Director Independence

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

Director Independence

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

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

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

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

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

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

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

Committees of the Board

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

Audit Committee

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

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

Compensation Committee

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

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

Nominating and Governance Committee

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

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

Family Relationships

There are no family relationships among any of our executive officers or directors.

Risk Oversight

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

Compensation Committee Interlocks and Insider Participation

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

Code of Ethics and Business Conduct

Our Board plans to adopt prior to the consummation of this offering a Code of Ethics and Business Conduct that is applicable to all of our employees, executive officers, and directors of the Company (the “Code of Conduct”). The Code of Conduct is available on our website at https://www.ealixir.com/wp-content/uploads/2021/02/Ealixir_Code_of_Ethics.pdf.

Information contained on or accessible through our website is not a part of and is not incorporated by reference into this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. The nominating and governance committee of our Board will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers, and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

EXECUTIVE COMPENSATION AND SUMMARY COMPENSATION TABLE

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

Summary Compensation Table

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

____________

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

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

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

(4)      Mr. Sawant’s compensation is to be determined by the Company.

Employment Agreements with Officers and Directors

Bruno Polistina.    We entered into an employment contract with Mr. Polistina, our Chief Financial Officer, effective as of February 1, 2022. Under the terms of the employment contract, Mr. Polistina serves as our Chief Financial Officer and is entitled to receive a monthly salary of approximately $4,600. The employment agreement may be terminated for any of the following reasons: (1) the parties terminate the contract both during and at the end of the trial agreement, which expired on July 30, 2022; (2) notice of resignation or dismissal, in compliance with current regulations; (3) breach of contractual obligations; (4) supervening impossibility which actually prevents the continuation of the relationship; (5) cessation or decrease of the activity; (6) mutual consent; (7) reaching retirement age and/or retirement right, with waiver of the exercise of the right of option provided by the regulations.

Executive Compensation Components

2023 Salaries

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

Other Elements of Compensation

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

Long-Term Incentive Plans

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

Director Compensation

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

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

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

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

____________

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

*        less than 1%

(1)      Beneficial ownership of shares and percentage ownership are determined in accordance with the SEC’s rules. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options, warrants or restricted stock units held by that individual or entity that are either currently exercisable or exercisable within 60 days from the date hereof are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity. Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them. Percentage ownership calculations prior to this offering are based on 48,259,753 issued and outstanding shares of Common Stock, and 1,000,000 issued and outstanding shares of Series Z Preferred Stock, in each case as of January 4, 2023. Percentage ownership calculations after this offering are based on shares of Common Stock, outstanding after this offering. The percentages below are calculated based on 48,259,753 issued and outstanding shares of Common Stock and 1,000,000 issued and outstanding shares of Series Z Preferred Stock, in each case as of January 4, 2023.

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

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

(4)      Enea Angelo Trevisan also owns 1,000,000 issued and outstanding shares of Series Z Preferred Stock, which is all of our outstanding Series Z Preferred Stock. Each share of our Series Z Preferred Stock entitles the holder thereof to 900 votes per share. Accordingly Mr. Trevisan has rights to 900 million votes in respect of his ownership of the Series Z Preferred Stock and rights to 27,257,632 votes in respect of his ownership of that number of shares of Common Stock.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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

Mr. Enea Angelo Trevisan, who controls approximately 55.3% of the Company’s Common Stock, executed an intermediary commercial agreement with the Company on January 1st, 2021. Pursuant to the terms of the agreement Mr. Trevisan is entitled to receive a 20% commission on fees paid pursuant to executed contracts submitted to the Company.

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

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

Private Offerings

Between August 2020 through February 2021, we entered into subscription agreements with each of 22 non-U.S. residents to undertake offshore private offerings of our Common Stock, wherein we sold an aggregate of 271,200 shares of our Common Stock at a price of $2.5 per share for gross proceeds of $678,000.

During 2021 and 2020, respectively, the Company entered into subscription agreements to sell shares of its common stock through private placements as follows:

Control Persons

As of September 30, 2022, Enea Angelo Trevisan, our President and Chairman of the Board, held 27,257,632 shares of our Common Stock, which is approximately 55.3% of our approximately 48 million outstanding shares of our Common Stock.

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

Employment Agreements

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

Indemnification Agreements

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

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

Pursuant to Nevada law, NRS 78.7502, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person (i) is not liable pursuant to Nevada law; (ii) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and (iii) with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

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

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

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

Company Policies on Related Party Transactions

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

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

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

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

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

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

The above summary description of related part transactions includes some of the general terms and provisions of the agreements related to such transactions. For a more detailed description of those agreements, you should refer to such agreements which are included as exhibits to the registration statement of which this prospectus forms a part.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 300,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, including 1,000,000 shares of Series Z Preferred Stock. As of January 4, 2023 there were 48,259,753 shares of Common Stock outstanding, including 47,568,000 shares which were issued as restricted stock grants but are not treated as outstanding for accounting purposes and 1,000,000 shares of Series Z Preferred Stock.

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

Common Stock

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

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

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

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

Preferred Stock

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

Series Z Preferred Stock

Conversion rights

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

Rank

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

Voting rights

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

Rights upon liquidation

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

Nevada Anti-Takeover Provisions

Nevada law, NRS Sections 78.411 through 78.444, regulate business combinations with interested stockholders. Nevada law defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation. Pursuant to Sections NRS 78.411 through 78.444, combinations with an interested stockholder remain prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. NRS 78.434 permits a Nevada corporation to opt-out of the statute with appropriate provisions in its articles of incorporation.

NRS Sections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada and does business in Nevada directly or through an affiliated corporation. NRS Section 78.379 provides that an acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders. Stockholders who vote against the voting rights have dissenters’ rights in the event that the stockholders approve voting rights. NRS Section 378 provides that a Nevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation. Our amended and restated articles of incorporation provide that these sections do not apply.

Articles of Incorporation and Bylaw Provisions

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

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

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

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

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

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

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

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

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

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

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

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

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

Listing

Our Common Stock is quoted on the OTC Pink, under the ticker symbol “EAXR.” On February 8, 2023 the last reported price of our Common Stock was $5.25 per share at market close. There is a limited public trading market for our Common Stock. You are urged to obtain current market quotations for the Common Stock. We intend to apply to list our Common Stock on the Nasdaq under the symbol “EAXR”. We believe that upon completion of the offering contemplated by this prospectus, we will meet the standards for listing on the Nasdaq. No assurance can be given that our application will be approved or that the trading prices of our Common Stock on the OTC Pink will be indicative of the prices of our Common Stock if our Common Stock were traded on Nasdaq. Until such time as our Common Stock is quoted on Nasdaq or the OTCQB or listed on any other national securities exchange or automated interdealer quotation system, the common shares covered by this prospectus will be sold by the selling stockholders from time to time at a fixed price of $           per share, representing the average of the high and low prices as reported on the OTC Pink on _________, 2023. If and when our Common Stock is regularly quoted on the Nasdaq or is listed on any national securities exchange or automated interdealer quotation system, the selling stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions.

Transfer Agent and Registrar

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

SHARES ELIGIBLE FOR FUTURE SALE

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

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

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

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

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

Rule 144

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

Rule 701

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

Lock-up Agreements

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

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

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

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

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

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

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

•        tax-exempt organizations or governmental organizations;

•        pension plans and tax-qualified retirement plans;

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

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

•        brokers or dealers in securities or currencies;

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

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

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

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

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

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

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

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

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

Non-U.S. Holder Defined

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

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

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

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

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

Distributions

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

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

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

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

Gain on Disposition of Common Stock

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

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

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

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

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

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