Ealixir, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. We issued securities, which were not registered under the Securities Act of 1933, as amended, as follows: During the quarter ended December 31, 2008, we issued 28,460,094 shares of restricted common stock to Flint Telecom, Inc., 3,508,000 shares of restricted common stock to Mr. Anthony LaPine, and 8,410,000 shares of restricted common stock to other executive officers and key employees of Flint, as part of the closing of the reverse merger by and among Flint Telecom, Inc. and Semotus Solutions, Inc. Additionally, during the quarter ended December 31, 2008, a number of convertible note holders converted their convertible promissory notes into restricted common shares at a conversion price equal to $0.275 per share, which equals a total of 2,885,356 shares of our restricted common stock. See Note 8 for more details. With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended. The investors are all accredited investors or certain persons outside the United States, and were given complete information concerning us and represented that the shares were being acquired for investment purposes. The issuance was made without general solicitation or advertising. The appropriate restrictive legend was placed on the certificate and stop transfer instructions were issued to the transfer agent. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.