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 March 31, 2010, we issued 16,000,000 shares of restricted common stock to certain consultants, as part of their compensation for services rendered and/or settlement for payments owed. Additionally, 500,000 shares previously issued to certain employees vested on January 29, 2010, the vesting of 2,000,000 shares previously issued were accelerated and 4,200,000 new shares were issued as part of officer and/or director separations. Also, 2,454,545 warrants were cashlessly exercised into 1,963,636 shares and 571,429 shares were issued pursuant to a partial conversion of a convertible promissory note. 27 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.