8-K
Kisses From Italy Inc. (KITL)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2020
KISSES FROM ITALY INC.
(Exact name of registrant as specified in charter)
| Florida | 000-55967 | 46-2388377 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 80 SW 8th Street, Suite 2000<br><br> <br>Miami, FL | 33130 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 423-7129
| N/A |
|---|
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
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On August 18, 2020, Kisses From Italy Inc. (the “Company”) issued a press release reporting certain highlights of its unaudited operating results for the quarterly period ended June 30, 2020. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.
Cautionary Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit No.<br><br> <br><br><br> <br>99.1 | Description<br><br> <br><br><br> <br>Press Release, dated August 18, 2020 |
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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: August 18, 2020 | KISSES FROM ITALY INC.<br><br> <br><br><br> <br> | |
|---|---|---|
| By: | /s/ Claudio Ferri | |
| Claudio Ferri<br><br> <br>Chief Executive Officer |
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Exhibit 99.1
Kissesfrom Italy Announces Second Quarter 2020 Financial Results
Development Agreement Improves CurrentLiquidity and Establishes Foundation for Future Growth
Miami, Florida, August 18, 2020 /Accesswire/ -- Kisses from Italy Inc. (OTCQB: KITL), a U.S.-based restaurant chain operator, franchisor, and product distributor (the "Company"), today reported financial results for the three months ended June 30, 2020.
Highlights:
| · | Quarterly revenue of $300,921, up 85% from $162,429 in the quarter ended June 30, 2019. Revenue<br>in the 2020 period includes $291,585 in franchise sales compared to no franchise sales in the 2019 quarter; and $9,336 in food<br>sales in the 2020 quarter ended June 30, 2020 compared to $119,082 in food sales in the quarter ended June 30, 2019. The Company’s<br>restaurants were closed for most of the second quarter ended June 30, 2020, due to Covid-19 restrictions in the jurisdictions in<br>which they operate. |
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| · | Net loss of $1,905,849 for the three months ended June 30, 2020, compared to a net loss of $142,286<br>in the three months ended June 30, 2019. |
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| o | The increased net loss is primarily attributable to $1,981,939 in stock-based compensation expense<br>in the three months ended June 30, 2020, compared to no stock-based compensation in the three months ended June 30, 2019. |
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| o | Net cash provided in operating activities was $114,458 during the six months ended June 30, 2020,<br>compared to net cash used of $(175,614) during the six months ended June 30, 2019. |
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| · | Cash on hand at June 30, 2020 increased to $281,993 compared to $26,841 on December 31, 2019. |
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| · | Working capital which is defined as current assets minus current liabilities, was a positive $64,057. |
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| · | Entered into a multi-unit development agreement with Demasar Management Inc., to open and operate up to 100 Kisses From Italy<br>Italian restaurants in Canada. |
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| o | Received a non-refundable fee under the development agreement of $291,585. |
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| · | Partnered with Oberfeld Snowcap, a leading Canadian developer for the Company’s strategic franchise expansion for site<br>selection across Canada. |
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| · | On July 23, 2020, the Company announced the full re-opening of all corporate-owned restaurants<br>which are currently allowed to operate with capacity restrictions. |
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“The Company has weathered an extremely challenging environment in the restaurant industry caused by COVID-19 which has caused some of our competitors to become insolvent. We believe that due to our low overhead structure, and through cost-cutting measures, we were able to offset the loss of revenue and loss of gross margin at our restaurants in the three months ended June 30, 2020, compared to the three months ended June 30, 2019. During the three months ended June 30, 2020, we believe that we have positioned the Company to emerge from this difficult period stronger, with excellent partnerships. This includes Demasar Management, our Canadian franchise development partner as well as Oberfeld Snowcap, a prominent Canadian retailer which will lead our site selection facilitating Demasar’s franchise build-out of the Kisses from Italy brand”, commented Kisses From Italy's co-founder, co-CEO and CIO, Claudio Ferri.
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About Kisses from Italy Inc.
Kisses from Italy Inc. is a U.S.-based restaurant chain operator, franchisor, and product distributor with locations in North America and Europe. The Company offers a quick-service menu and a unique take on traditional Italian delicacies with an All-American flair. Kisses from Italy offerings include sandwiches, salads, Italian roasted coffee, coffee-related beverage, and an array of other products. The Company currently operates four corporate-owned stores. It successfully commenced operations in May 2015 with the opening of its flagship location in Ft. Lauderdale at 3146 NE 9th St. This was followed by three additional sites across the greater Ft. Lauderdale/Pompano Beach area. The Company recently opened its inaugural European location in Ceglie del Campo, Bari, Italy in October of 2019. Kisses from Italy Inc. trades on the OTCQB under the ticker symbol “KITL”.
Forward-Looking Statements
This press release may contain forward-looking statements, which are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues and any payment of dividends on our common and preferred stock, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods. These risks and uncertainties are further defined in filings and reports by the Company with the U.S. Securities and Exchange Commission (SEC). Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in our filings with the SEC. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including, but not limited to, general stock market conditions. Reference is hereby made to cautionary statements set forth in the Company's most recent SEC filings. We have incurred and will continue to incur significant expenses in the expansion of our existing and new service lines, noting there is no assurance that we will generate enough revenues to offset those costs in both the near and long term. Additional service offerings may expose us to additional legal and regulatory costs and unknown exposure(s) based upon the various geopolitical locations where we will be providing services, the impact of which cannot be predicted at this time. Additionally, the ultimate impact of the Covid-19 pandemic on our company's operations continues to evolve, is highly uncertain, and subject to change.
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