KITL 8-K
Kisses From Italy Inc. (KITL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Section 1 - Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Agreement. |
As previously reported by Kisses From Italy Inc., a Florida corporation (the “Company”) in its Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 30, 2021, on March 29, 2023, and on Form 8-K/A on December 11, 2023 respectively, on November 29, 2021, the Company and MacRab LLC, a Florida limited liability company (the “Investor”), entered into that certain Standby Equity Commitment Agreement, dated November 22, 2021 (the “Purchase Agreement”), which was amended by First Amendment, dated March 29, 2023.
The Purchase Agreement provided that the Company has the right to sell to the Investor up to $7,500,000 in shares of its common stock, subject to certain limitations, from time to time, with the Commitment Period (as defined in the Purchase Agreement) commencing on November 22, 2021 and ending on the twenty four (24) months after the date of the Purchase Agreement or earlier, if any of the following events occur: i) the date on which the Investor shall have purchased all shares under the Purchase Agreement equal to the Maximum Commitment Amount (as defined in the Purchase Agreement), (ii) written notice of termination by the Company to the Investor (which not to occur during any valuation period or at any time that the Investor holds any of the shares purchased under the Purchase Agreement), (iii) the initial Registration Statement is no longer effective, or (v) upon commencement of bankruptcy proceeding or another proceeding against the Company, in which a custodian is appointed for the Company or all or substantially all of the Company’s property or the Company will be subject to a general assignment for the benefit of its creditors.
Pursuant to the First Amendment, the minimum purchase price per share pursuant to which the Company can require the Investor to purchase its shares was reduced from $0.10 per share to $0.001 per share, and all other terms of the Purchase Agreement remained unchanged.
On December 5, 2023, the Company and the Investor entered into Second Amendment to the Purchase Agreement, which changed the definition of the Commitment Period, extending the maximum Commitment Period from twenty-four (24) months from the date of the Purchase Agreement to thirty-six (36) months from the date of the Purchase Agreement and removing a condition that if the initial Registration Statement is no longer effective, it will trigger earlier termination of the Purchase Agreement. All other terms of the Purchase Agreement, as amended by the First Amendment, remained unchanged.
The foregoing description of the Purchase Agreement, the First Amendment, and the Second Amendment are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and each is incorporated herein by reference. The foregoing descriptions of the terms of the Purchase Agreement, the First Amendment and the Second Amendment are qualified in their entirety by reference to such exhibits.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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Exhibits Number |
Description | |
| 10.1 |
Standby Equity Commitment Agreement, dated November 22, 2021, between Kisses from Italy Inc. and MacRab LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed by the Registrar with the Securities and Exchange Commission on November 30, 2021)
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| 10.2 |
First Amendment, dated March 29, 2023, between Kisses from Italy Inc. and MacRab LLC, to the Standby Equity Commitment Agreement, dated November 22, 2021 (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K/A filed by the Registrar with the Securities and Exchange Commission on December 11,
2023)
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| 10.3 | Second Amendment, dated December 5, 2023 to the Standby Equity Commitment Agreement, between Kisses from Italy Inc. and MacRab LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: December 11, 2023 |
KISSES FROM ITALY INC.
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| By: | /s/ Claudio Ferri | |
| Name: Title: |
Claudio Ferri Co-Chief Executive Officer | |
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Exhibit 10.3
SECOND AMENDMENT TO THE STANDBY EQUITY COMMITMENT AGREEMENT
THIS SECOND AMENDMENT (the “Amendment”) dated December 5, 2023 (the “Effective Date”) amends that certain Standby Equity Commitment Agreement dated November 22, 2021 (as amended from time to time, the “Agreement” or the “SECA”) by and between Kisses From Italy Inc., a Florida corporation (the “Company”), and MacRab LLC, a Florida limited liability company (the “Holder”, and together with the Company, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
BACKGROUND
A. On November 22, 2021, the Parties originally entered into the Agreement.
B. On March 29, 2023, the Parties entered into that certain first amendment to the SECA.
C. The Parties desire to amend the SECA as set forth below, extending the Commitment Period under the SECA and removing a condition that if the initial Registration Statement is no longer effective, it will result in the termination of the Commitment Period.
NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Amendment
1. The definition of “Commitment Period” in Section 1.1 of the SECA shall be deleted and replaced in its entirety by the following:
"Commitment Period" shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) thirty-six (36) months after the date of this Agreement, (iii) written notice of termination by the Company to the Investor (which shall not occur during any Valuation Period or at any time that the Investor holds any of the Put Shares), or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement.”
2.This Amendment shall constitute part of the SECA and supersede any provisions to the contrary contained in the SECA. Except as specifically modified hereby, all of the provisions of the SECA, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
[Signature page to follow]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.
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KISSES FROM ITALY INC.
By: _/s/ Claudio Ferri Name: Claudio Ferri Title: Co-Chief Executive Officer
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MACRAB LLC
By: /s/ Mackey McFarlane Name: Mackey McFarlane Title: Member
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