Ealixir : Disclosure Statement Q4 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

EALIXIR INC.

40 SW 13th Street, Penthouse 1

Miami, FL 33130

305 958-3438 SIC Code 7374

Quarterly Report

For the Twelve Month Period Ended: Dec 31, 2021

As of December 31, 2021, the number of shares outstanding of our Common Stock was 45,599,330. As of September 30, 2021, the number of shares outstanding of our Common Stock was 44,699,330. As of June 30, 2021, the number of shares outstanding of our Common Stock was 44,699,330.

As of March 31, 2021, the number of shares outstanding of our Common Stock was 36,249,864.

As of December 31, 2020, the number of shares outstanding of our Common Stock was 36,167,464.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ! No: "

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: " No: !

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: " No: !

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)	Page 1 of 23

The current name and address of the Company is "Ealixir, Inc.". On May 21, 2020, the Company engaged in a reverse merger whereby Budding Times Inc., a Nevada corporation, acquired all of the issued and outstanding securities of Ealixir Privacy Services Ltd. in exchange for an aggregate of 35,376,126 shares of its Common Stock issued to the shareholders of Ealixir, pro rata to their respective ownership in Ealixir (the "Merger"). As part of the Merger, Budding Times Inc. changed its name to Ealixir, Inc. and also engaged in a reverse stock split whereby one share of its Common Stock was issued in exchange for every 25 shares then issued and outstanding.

Prior to the Merger, Budding Times Inc. was a dormant company with no significant operations and sources of income. It was incorporated in the State of Nevada on September 7, 2019, under the name "Bull Run Capital Holdings, Inc." Thereafter, it changed its name to "Budding Times Inc." on January 8, 2020.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Nevada, active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

We engaged in a reverse stock split of our Common Stock split whereby one share of Common Stock was issued in exchange for every 25 shares then issued and outstanding. This reverse stock split became effective July 8, 2020, as part of the terms of the Merger.

All references to our issued and outstanding Common Stock in this report are presented on a post-reverse stock split basis, unless otherwise indicated.

The address(es) of the issuer's principal executive office:

40 SW 13th Street

Penthouse 1

Miami, FL 33130

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: !

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: " No: !

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

None
2)	Security Information
Trading symbol:	EAXR
Exact title and class of securities outstanding:	Common Stock
CUSIP:		27005B 103
Par or stated value:	$0.001
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)	Page 2 of 23

Total shares authorized: Common	300,000,000	as of December 31, 2021
	Preferred	10,000,000	as of December 31, 2021
Total common shares outstanding:	45,599,330	as of December 31, 2021
Number of shares in the Public Float2:	624,338 as of December 31, 2021
Total number of shareholders of record:		459 as of December 31, 2021
All additional class(es) of publicly traded securities (if any): none
Trading symbol:
Exact title and class of securities outstanding:
CUSIP:
Par or stated value:
Total shares authorized:		as of date:
Total shares outstanding:		as of date:
Transfer Agent
Name:	Olde Monmouth Stock Transfer r, Inc.
Phone:	732-872-2727
Email:	[e-mail]
Address: 200 Memorial Parkway, Atlantic Highlands, NJ 07716
Is the Transfer Agent registered under the Exchange Act?3 Yes: !	No: "

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent Fiscal Year

End:

*Right-click the rows below and select "Insert" to add rows

Opening Balance

as needed.

Date 12.31.2019

Common:

624,338

Preferred: 1,000,000

Date of

Transactio

Number of

Class of

Value of

Were

Individual/ Entity

Reason for

Restricted

Exempti

Transaction(1)

n type

Shares

Securities

shares

the

Shares were

share

or

on or

(e.g. new

Issued (or

issued

shares

issued to

issuance

Unrestricte

Registra

issuance,

cancelled)

($/per

issued

(entities must

(e.g. for

d as of this

tion

cancellatio

share) at

at a

have individual

cash or

filing.

Type.

n, shares

Issuance

discoun

with voting /

debt

returned

t to

investment

conversio

• "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial
  owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)	Page 3 of 23

	to				market	control	n)	-
	treasury)				price at	disclosed)	OR-
					the time		Nature of
					of		Services
					issuanc		Provided
					e?
					(Yes/No)
5/21/2020	NEW	27,257,632	Common	N/A	NO	Enea Angelo	MERGER		Restricted	Sec 4/2
						Trevisan
5/21/2020	NEW	707,839	Common	N/A	NO	Allianz	MERGER		Restricted	Sec 4/2
						Investments Inc
						(2)
5/21/2020	NEW	20,340	Common	N/A	NO	Allianz	MERGER		Restricted	Sec 4/2
						Investments Inc
						(2)
5/21/2020	NEW	3,500,000	Common	N/A	NO	Anastasia Trust	MERGER		Restricted	Sec 4/2
						(3)
5/21/2020	NEW	500	Common	N/A	NO	Kelstock	MERGER		Restricted	Sec 4/2
						Investment Corp
						(4)
5/21/2020	NEW	1,181,250	Common	N/A	NO	Tripanjeet Singh	MERGER		Restricted	Sec 4/2
						Ghuman
5/21/2020	NEW	130,000	Common	N/A	NO	Alberto Grua	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	150,000	Common	N/A	NO	Mauro	MERGER		Restricted	Sec 4/2
						Marchiaro
5/21/2020	NEW	150,000	Common	N/A	NO	Francesco	MERGER		Restricted	Sec 4/2
						Mazza
5/21/2020	NEW	150,000	Common	N/A	NO	Abrahams	MERGER		Restricted	Sec 4/2
						Securities Ltd (5)
5/21/2020	NEW	132,655	Common	N/A	NO	Maurizio Conti	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	18,980	Common	N/A	NO	Maurizio Conti	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	23,860	Common	N/A	NO	Maurizio Conti	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	100,000	Common	N/A	NO	Caruso Private	MERGER		Restricted	Sec 4/2
						Foundation (6)
5/21/2020	NEW	50,000	Common	N/A	NO	Michele Collini	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	100,000	Common	N/A	NO	Camillo Gino	MERGER		Restricted	Sec 4/2
						Puliti
5/21/2020	NEW	100,000	Common	N/A	NO	Antonio	MERGER		Restricted	Sec 4/2
						Valentini
5/21/2020	NEW	93,966	Common	N/A	NO	Longobarda	MERGER		Restricted	Sec 4/2
						Iberica SL(7)
5/21/2020	NEW	20,000	Common	N/A	NO	Longobarda	MERGER		Restricted	Sec 4/2
						Iberica SL(7)
5/21/2020	NEW	93,963	Common	N/A	NO	Carlo Colella	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	30,680	Common	N/A	NO	Carlo Colella	MERGER		Restricted	Sec 4/2
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)				Page 4 of 23

5/21/2020	NEW	30,000	Common	N/A	NO	Carlo Colella	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	80,000	Common	N/A	NO	Andrew Telsey	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	75,000	Common	N/A	NO	Marco Coletta	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	170,000	Common	N/A	NO	Marco Coletta	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	36,848	Common	N/A	NO	Attilio Conti	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	20,000	Common	N/A	NO	Paola Caravaggi	MERGER		Restricted	Sec 4/2
5/21/2020	NEW	13,062	Common	N/A	NO	Donatella	MERGER		Restricted	Sec 4/2
						Molteni
5/21/2020	NEW	14,681	Common	N/A	NO	Donatella	MERGER		Restricted	Sec 4/2
						Molteni
5/21/2020	New	33,000	Common	N/A	NO	MIGNANI S.R.L.	MERGER		Restricted	Sec 4/2
						(8)
5/21/2020	New	20,161	Common	N/A	NO	Fumagalli Ingrid	MERGER		Restricted	Sec 4/2
5/21/2020	New	20,000	Common	N/A	NO	Fumagalli	MERGER		Restricted	Sec 4/2
						Angelo
5/21/2020	New	20,146	Common	N/A	NO	P AUTO	MERGER		Restricted	Sec 4/2
						SERVICE S.R.L
						(9)
5/21/2020	New	40,313	Common	N/A	NO	SIGMATRE	MERGER		Restricted	Sec 4/2
						SRL (10)
5/21/2020	New	300,000	Common	N/A	NO	Sunbiz Holdings	MERGER		Restricted	Sec 4/2
						(11)
5/21/2020	New	50,000	Common	N/A	NO	Roberto	MERGER		Restricted	Sec 4/2
						Zagnoni
5/21/2020	New	100,000	Common	N/A	NO	Mario	MERGER		Restricted	Sec 4/2
						D'Aragona
5/21/2020	New	5,000	Common	N/A	NO	Vincenzo	MERGER		Restriced	Sec 4/2
						Paolelli
5/21/2020	New	40,000	Common	N/A	NO	Massimo Galli	MERGER		Restricted	Sec 4/2
5/21/2020	New	20,000	Common	N/A	NO	Claudio Mirella	MERGER		Restricted	Sec 4/2
5/21/2020	New	100,000	Common	N/A	NO	Federica Maria	MERGER		Restricted	Sec 4/2
						Boni
5/21/2020	New	20,000	Common	N/A	NO	Alessandro	MERGER		Restricted	Sec 4/2
						Stradi
5/21/2020	New	156,250	Common	N/A	NO	LEMBERT	MERGER		Restricted	Sec 4/2
						HOLDINGS (12)
7/27/2020	New	5,000	Common	N/A	No	Atlanta Capital	Consultin		Restricted	Sec 4/2
						Partners LLC(13)	g Services
08/03/2020	New	80,000	Common	$2.50	Yes	Alessandro	Cash		Restricted	Reg S
						Nicasi
OTC Markets Group	Inc.
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019)				Page 5 of 23