Ulixe Corp. director resigns citing governance and reporting concerns; founder appointed

ULIXE CORP.

Mario Manzo resigned from board effective June 13, 2026, citing concerns over reporting status, lack of D&O insurance, and indemnification.
Board appointed founder Franco Cappelli to fill vacancy; he controls majority owner and has advanced $2.996M to company entities.
Company acknowledges delinquent SEC filings due to US GAAP conversion from Italian GAAP and re-audit of predecessor.
Expects Italian GAAP financials for fiscal year 2025 by June 30, 2026; working with PCAOB auditor CBIZ for US GAAP audit.
Company plans Nasdaq uplisting and structural changes; Board disagrees with Manzo's resignation letter statements.

item 5.02 item 9.01

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Executive movements

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Departed

Mario Manzo

Director

ULIXE CORP.

Effective: 2026-06-13
Successor: Franco Cappelli
Filed: June 18, 2026, 5:20 PM ET

On June 13, 2026, Mario Manzo notified the Board of Directors (the “Board”) of Ulixe Corp. (the “Company”) of his resignation as a member of the Board, effective immediately.

Appointed

Franco Cappelli

Director and Chairman of the Board

ULIXE CORP.

Effective: 2026-06-18
Filed: June 18, 2026, 5:20 PM ET

the Board appointed Mr. Franco Cappelli, founder of the Ulixe Group and a principal architect of the Company’s business strategy and operations, to fill the vacancy on the Board, effective as of the date of this Current Report.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Mario Manzo resigned as Director at ULIXE CORP..

Action: resigned
Role: Director

Exact text from the filing

On June 13, 2026, Mario Manzo notified the Board of Directors (the “Board”) of Ulixe Corp. (the “Company”) of his resignation as a member of the Board, effective immediately.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Franco Cappelli was appointed as Director and Chairman of the Board at ULIXE CORP..

Action: appointed
Role: Director and Chairman of the Board

Exact text from the filing

the Board appointed Mr. Franco Cappelli, founder of the Ulixe Group and a principal architect of the Company’s business strategy and operations, to fill the vacancy on the Board, effective as of the date of this Current Report.

View on SEC.gov

Source: SEC EDGAR

accession 0001829126-26-006696

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