FLTT / Flint Telecom Group, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

January 30, 2025

January 30, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Ealixir, Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-269725 Ladies and Gentlemen: On April 24, 2024, Ealixir, Inc., a Nevada corporation (the “Company”), filed a Registration Statement on Form S-1 (File No. 333-269725) (to

Specimen Common Stock Certificate

Exhibit 4.1

Form of Executive Incentive Compensation Recoupment Policy

Exhibit 99.5 EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY PURPOSE The Board of Directors of Ealixir Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy (the “Policy”) providing for the Company’s recoupment of certain incentive compensation paid to senior executives and other officers who are direct reports of the chief executive officer under

List of Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries of Ealixir, Inc. Name of Subsidiaries Jurisdiction EALIXIR HISPANIA, S.L. Spain ELAB HISPANIA, S.L. Spain

Form of Corporate Governance Committee Charter

Exhibit 99.4 CORPORATE GOVERNANCE COMMITTEE PURPOSE: The Corporate Governance Committee (the “Committee”) of Ealixir Inc. (the “Corporation”) is responsible for: 1. Developing the Corporation’s approach to Board of Directors (the “Board”) and corporate governance issues; 2. Helping to maintain an effective working relationship between the Board and Management; 3. Exercising, within the limits impo

As filed with the U.S. Securities and Exchange Commission on April 24, 2024

As filed with the U.S. Securities and Exchange Commission on April 24, 2024 Registration No. 333-269725 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EALIXIR, INC. (Exact name of registrant as specified in its charter) Nevada 7380 84-4905484 (State or other jurisdiction of Incorporation or

Form of Audit Committee Charter

Exhibit 99.1 AUDIT COMMITTEE CHARTER PURPOSE: The Audit Committee of the Board of Directors (the “Board”) of Ealixir Inc. (the “Company”) will make such examinations as are necessary to monitor the corporate financial reporting and external audits of the Company and its subsidiaries; to provide to the Board the results of its examinations and recommendations derived therefrom; to outline to the Bo

Form of Compensation Committee Charter

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER PURPOSE: The Compensation Committee of the Board of Directors (the “Board”) of Ealixir Inc. (the “Corporation”) is established pursuant to this charter. The purpose of the Compensation Committee is to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Corporation,

Form of Nomination Committee Charter

Exhibit 99.3 NOMINATION COMMITTEE CHARTER PURPOSE: The purpose of the Nomination Committee (the “Committee”) of the Board of Directors (the “Board”) of Ealixir Inc. (the “Corporation”) shall be to review and make recommendations to the Board regarding matters concerning corporate governance: i. review the composition of and evaluate the performance of the Board; ii. recommend persons for election

Addendum to Collaboration Agreement dated December 27, 2021, by and between Enea Angelo Trevisan and Ealixir Hispania, S.L.U, dated April 28, 2023

Exhibit 10.16 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. ADDENDUM TO THE COLLABORATION AGREEMENT BETWEEN ELAB HISPANIA SLU o company incorporated under Spanish law, tax identification number NIF [*

Shareholder Loan Agreement, by and between Enea Angelo Trevisan and Ealixir, Inc., dated January 1, 2020

Exhibit 10.14 EALIXIR, Inc. Shareholder Loan Agreement This shareholder loan agreement (“Agreement”) documents a loan arrangement between Ealixir Corporation (“Ealixir”) and Enea Angelo Trevisan (“Shareholder”), the majority shareholder of Ealixir, effective as of January 1, 2020. The Shareholder agrees to extend funds to Ealixir, as and when required, in order to operate Ealixir’s business. Term

Collaboration Agreement, by and between Enea Angelo Trevisan and Ealixir Hispania, S.L.U, dated December 27, 2021

Exhibit 10.15 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. COLLABORATION AGREEMENT BETWEEN ELAB HISPANIA SLU o company incorporated under Spanish law, tax identification number NIF [*****], establish

Indefinite Employment Contract, by and between Danila Cristina Pisati and Ealixir Hispania, S.L.U., dated October 1, 2018

Exhibit 10.12 2 3 4 5

As filed with the U.S. Securities and Exchange Commission on April 3, 2024

As filed with the U.S. Securities and Exchange Commission on April 3, 2024 Registration No. 333-269725 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EALIXIR, INC. (Exact name of registrant as specified in its charter) Nevada 7380 84-4905484 (State or other jurisdiction of Incorporation or

Letter from Chief Executive Officer to Danila Cristina Pisati in connection with Salary Increase and New Position, dated March 31, 2023

Exhibit 10.13 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. From: Suneel Anant Sawant Chief Executive Officer Ealixir Inc. and Subsidiaries To: Danila Cristina Edj Pisati Managing Director Ealixir His

Employment Agreement by and between the Registrant and Eleonora Ramondetti, dated September 18, 2023

Exhibit 10.2 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. EMPLOYMENT CONTRACT AGREEMENT BETWEEN The Company EALIXIR INC., with headquarters in 40 SW 13th Street, Penthouse 1, Miami - FL 33131, Tax nu

Employment Agreement by and between the Registrant and Mark Corrao, dated January 2, 2024

Exhibit 10.1 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. CFO AGREEMENT This CFO AGREEMENT dated as of January 2, 2024 (this “Agreement”), between Ealixir, Inc. a Nevada corporation (the “Company”),

English Translation of Deed of Purchase of Shares in Distrinec Iberica Sl, by and between Danila Cristina Edj Pisati and a third party, dated September 6, 2023

Exhibit 10.10 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. IT IS A SIMPLE COPY – NO RESPONSIBILITY FOR TRANSCRIPTION ARIEL SULTÁN BENGUIGUI NOTARY Diagonal 550, Principal 1ª Phone: 935 955 470 Fax: 9

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

As filed with the U.S. Securities and Exchange Commission on February 1, 2024 Registration No. 333-269725 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EALIXIR, INC. (Exact name of registrant as specified in its charter) Nevada 7380 84-4905484 (State or other jurisdiction of Incorporation

Asset Purchase Agreement by and between the Registrant and Roya Bosch Junia, dated December 31, 2023

Exhibit 10.3 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SHARE PURCHASE AGREEMENT BETWEEN THE PARTIES Background: This Asset Purchase Agreement (the “Agreement”) is created and effective as of the D

Form Agreement with Customer

Exhibit 10.11 Client Mod.003 CONTRACT Individual Summary of the client’s data ☐ Contact of the services offered ☐ Links object of the Agreement – Schedule I ☐ Power of Attorney – Schedule II ☐ Identity Document – Schedule III ☐ Non-Disclosure Agreement (NDA) Notes: Contract Between The Company EALIXIR INC., with headquarters in 401 Ryland St., Suite 200-A, Reno, Nevada 89502, USA, Tax number EIN:

Business Development Agreement by and between Ealixir USA Inc. and Enea Angelo Trevisan dated January 1, 2021

Exhibit 10.7 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. CONTRATTO DI SEGNALAZIONE CLIENTI BUSINESS DEVELOPMENT AGREEMENT CONTRATO DE SEÑALIZACIÓN DE CLIENTES TRA BETWEEN ENTRE EALIXIR USA INC. o co

Business Development Agreement, by and between Ealixir Hispania S.L. and Enea Angelo Trevisan, dated June 1, 2019

Exhibit 10.6 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. CONTRATTO DI SEGNALAZIONE CLIENTI BUSINESS DEVELOPMENT AGREEMENT CONTRATO DE SEÑALIZACIÓN DE CLIENTES TRA BETWEEN ENTRE EALIXIR HISPANIA SLU

Form Agreement with Customer

Exhibit 10.10 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Client Mod.003 CONTRACT Individual Summary of the client’s data ☐ Contact of the services offered ☐ Links object of the Agreement – Schedule

Employment Agreement by and between the Registrant and Eleonora Ramondetti dated November 1, 2022

Exhibit 10.3 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. EMPLOYMENT CONTRACT AGREEMENT BETWEEN The Company EALIXIR INC., with headquarters in 40 SW 13th Street, Penthouse 1, Miami - FL 33131, Tax nu

International Purchase of Service Agreement, by and between the Registrant and Distrinec Iberica Sl, dated June 1, 2020

Exhibit 10.9 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. CONTRATTO INTERNAZIONALE DI ACQUISTO SERVIZIO INTERNATIONAL PURCHASE OF SERVICE AGREEMENT CONTRATO INTERNATIONAL DE COMPRA DE SERVICIO TRA BE

Employment Agreement by and between the Registrant and Suneel Anant Sawant dated April 10, 2022

Exhibit 10.2 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. EALIXIR, Inc. CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the Agreement”) is entered into as of April 10th, 2022,

As filed with the U.S. Securities and Exchange Commission on August 14, 2023

As filed with the U.S. Securities and Exchange Commission on August 14, 2023 Registration No. 333-269725 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EALIXIR, INC. (Exact name of registrant as specified in its charter) Nevada 7380 84-4905484 (State or other jurisdiction of Incorporation o

Cooperation Agreement by and between Ealixir USA Inc. and Francesco Mazza dated January 1, 2022

Exhibit 10.8 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. CONTRATTO DI COLLABORAZIONE COOPERATION AGREEMENT CONTRATO DE COLABORACIÓN TRA BETWEEN ENTRE EALIXIR USA INC. o compagnia di diritto del Dela

Commercial Lease Agreement, by and between the Registrant and Damlop Investments, LLC, dated March 12, 2021

Exhibit 10.2 INFINITY AT BRICKELL 40 SW 13 Street, Miami, FL 33130 COMMERCIAL LEASE Between DAMLOP INVESTMENTS LLC, a Florida limited liability company Lessor And EALIXIR INC, a Nevada Domestic Corporation Lessee Lease Agreement for EALIXIR INC 40 SW 13 Street Penthouse 1, Miami, FL 33130 1 BASIC LEASE INFORMATION Date: March 12 , 2021 Lessor: DAMLOP INVESTMENTS LLC, a Florida limited liability co

Flexible and Renewable Service Contract, by and between ELAB HISPANIA S.L. and Service & Business Centers, dated April 25, 2018

Exhibit 10.3

Form of Code of Business Conduct and Ethics

Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS Copyright/permission to reproduce Materials in this document were produced or compiled by The Governance Box (GBX) for the purpose of providing Public Companies with governance information and outlining their corporate and public market obligations to shareholders in accordance with the applicable laws and policies of the Securities and Exchange Commission and relevant stock market exchanges of the United States of America.

Amendment to Articles of Incorporation of the Registrant

Exhibit 3.2

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) EALIXIR INC. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate

English Translation of Employment Agreement by and between ELAB HISPANIA S.L. and Bruno Polistina

Exhibit 10.1 EMPLOYMENT CONTRACT between ELAB HISPANIA S.L. RAMBLA DE CATALUNA 62 - BARCELONA SPAIN EE 00000 Company Activity 62.02.00 CONSULTING IN THE TECHNOLOGY INDUSTRY Tax Code 93019290134, Employer and POLISTINA BRUNO [*****] [*****] NA [*****] Tax Code [*****], Worker NATIONAL COLLCETIVE LABOR AGREEMENT APPLIED Tertiary EFFECTIVE DATE Start of Employment: 02/01/2022 JOB DESCRIPTION Chief Fi

Articles of Incorporation of the Registrant

Exhibit 3.1

As filed with the U.S. Securities and Exchange Commission on February 10, 2023

As filed with the U.S. Securities and Exchange Commission on February 10, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EALIXIR, INC. (Exact name of registrant as specified in its charter) Nevada 7380 84-4905484 (State or other jurisdiction of Incorporation or organization) (Primar

-

FLINT TELECOM GROUP, INC. 7500 College Blvd., Suite 500 Overland Park, Kansas 66210 (913) 815-1570 June 7, 2011 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE. Washington, D.C. 20549 Attn: Larry Spirgel Re: Flint Telecom Group, Inc. Registration Statement on Form S-1/A Registration No. 333-171812 Request for Acceleration of Effectiveness Dear Mr. Spirgel: Flint Telecom Group, I

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER

-

FLINT TELECOM GROUP, INC. 7500 College Blvd., Suite 500 Overland Park, KS 66210 May 27, 2011 Larry Spirgel U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4631 Washington, D.C. 20549 Flint Telecom Group, Inc. Registration Statement on Form S-1 Amendment No. 3 Filed March 24, 2011 Amendment No. 4 Filed May 3, 2011 File No.: 333-171812 Dear Mr. Sp

-

CORRESP 4 filename4.htm FLINT TELECOM GROUP, INC. 7500 College Blvd., Suite 500 Overland Park, KS 66210 May 27, 2011 Larry Spirgel U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4631 Washington, D.C. 20549 Form 10-K for the Year Ended June 30, 2010 Filed October 21, 2010, as amended Form 10-Q for the Quarterly Period Ended December 31, 2010 Fil

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form S-1/A Amendment No.