{"url_path":"/sec/cik-0001842138/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1842138/0001829126-26-006877-index.html","accession_number":"0001829126-26-006877","cik":"0001842138","ticker":null,"issuer_name":"ULIXE CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1842138/0001829126-26-006877-index.html","primary_entity_key":"0001842138","primary_entity_name":"ULIXE CORP."},"word_count":567,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n \n\nIn connection with the strategic reorganization of Ulixe Corp. (the\n“Company”) and in anticipation of the Company’s uplisting to The Nasdaq Stock Market (“Nasdaq”), on June 18, 2026\n(the “Closing Date”), Ulixe Italy S.r.l., an Italian limited liability company (“Ulixe Italy”) and wholly owned subsidiary\nof the Company, completed the sale (the “Ulixe Nova Disposal”) of all of its equity interests in Ulixe Nova S.r.l., an Italian\nlimited liability company (“Ulixe Nova”), pursuant to a limited liability company interest transfer instrument (the “Transfer\nAgreement”) entered into with Condotti Capital S.r.l., an Italian limited liability company (the “Purchaser”) on the same\ndate. The Purchaser acquired the equity interests in Ulixe Nova for nominal consideration of €1.00 and the parties agreed to reconcile\noutstanding reciprocal payables and receivables as of the Closing Date, subject to a 90-day post-closing adjustment period. The parties\ndetermined the consideration after taking into account the financial condition, indebtedness, liquidity constraints, working capital requirements,\nand anticipated recapitalization needs of Ulixe Nova.\n\n \n\nImmediately prior to the Closing Date, Ulixe Italy owned 100% of the\nissued and outstanding equity interests of Ulixe Nova. Pursuant to the Transfer Agreement, Ulixe Italy sold, assigned and transferred\nto the Purchaser all of its equity interests in Ulixe Nova, representing 100% of the equity capital of Ulixe Nova.\n\n \n\nIn addition, pursuant to the Transfer Agreement, the parties agreed\non customary post-closing cooperation obligations, including the provision of information reasonably required by the Company for SEC reporting,\naudit, compliance, regulatory and other corporate purposes.\n\n \n\nPrior to the execution of the Transfer Agreement, the parties had entered\ninto a letter of intent pertaining to the transactions contemplated by the Transfer Agreement. The terms of the letter of intent were\nnon-binding except with respect to provisions concerning the settlement of accounts between Ulixe Nova and Dale Consulting S.r.l., a wholly-owned\nsubsidiary of Ulixe Italy; customary pre-closing covenants of Ulixe Italy; and customary terms regarding confidentiality, expenses, communications,\nand governing law.\n\n \n\nIn approving the Ulixe Nova Disposal, the Board of Directors of the\nCompany considered, among other matters: the Company’s strategic priorities in anticipation of its uplisting to Nasdaq; the historical\nand anticipated contribution of Ulixe Nova’s (and its affiliates) business to the overall growth of the Ulixe Group; the operational\nand financial performance of Ulixe Nova; Ulixe Nova’s future capital requirements to achieve short- to medium-term growth and acceptable\nprofitability; and the anticipated benefits of eliminating future funding obligations and administrative burdens associated with ownership\nof Ulixe Nova.\n\n \n\nImmediately following the Closing Date, the Company’s corporate structure\nconsisted of Ulixe Italy, which directly owns Dale Consulting S.r.l., Ulixe Pharma S.r.l. and MBSNet S.r.l., each an Italian limited liability\ncompany, with MBSNet S.r.l. owning 100% of the equity interests of Fintexa S.r.l., an Italian limited liability company. Previously, the\nCompany, through Ulixe Italy, acquired MBSNet S.r.l., an Italian fintech and digital payments solutions provider, on November 17, 2025.\nThe acquisition is intended to strengthen the Company’s digital payments and fintech capabilities, growing its presence in regulated\nfinancial services markets in Italy and the European Union, and includes the MBSNet, Fintexa, and MBSPay brands.\n\n \n\nThe foregoing descriptions of the Ulixe Nova Disposal and the Transfer\nAgreement do not purport to be complete and are qualified in their entirety by reference to the Transfer Agreement, the English translation\nof which is filed as Exhibit 10.1 to this Current Report."}