Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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): June 21, 2023

KISSES FROM ITALY INC.

(Exact name of registrant as specified in charter)

Florida

000-55967

46-2388377

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

80 SW 8th Street, Suite 2000

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. ☐

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Agreement

On June 21, 2023, Kisses from Italy, Inc., a Florida corporation (the “Company”), entered into an amendment (the “Amendment”) to the Common Stock Purchase Warrant dated May 24, 2023 (the “Warrant”), with Jefferson Street Capital, LLC, a New Jersey limited liability company (“Lender”). As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 24, 2023, the Warrant was issued in connection with the issuance of a convertible promissory note to the Lender. The Warrant provides for the purchase of up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.10 per share on the earlier of 180 days from May 24, 2023, or when a registration statement covering the shares underlying the Warrant is effective.

The Warrant may be exercised on a cashless basis unless a registration statement covering the Warrant Shares has been declared effective at the time of exercise. The number of Warrant Shares is subject to customary adjustments.

Pursuant to the terms of the Amendment, the parties provided that any stock issuances to MacRab LLC, officers, directors, vendors, and suppliers of the Company in satisfaction of amounts owed to such parties, would not result in an adjustment to the exercise price.

In consideration for the Amendment, the Company issued 3,000,000 shares of Common Stock (the “Shares”) to the Lender.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text, a copy of which is attached hereto as Exhibit 4.13 which is incorporated herein in its entirety by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The issuance of the Shares by the Company to Lender was made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, the lack of any general solicitation or advertising in connection with such issuance, the representations of Lender to the Company that, among others, it is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that it was purchasing the shares for its own account and without a view to distribute them.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description

4.13	Amendment to Common Stock Purchase Warrant, dated May 24, 2023, issued by Kisses from Italy, Inc. to Jefferson Street Capital LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 30, 2023

KISSES FROM ITALY INC.

By:

/s/ Claudio Ferri

Name:
Title:

Claudio Ferri

Co-Chief Executive Officer

Exhibit 4.13

Amendment Agreement for Common Stock Purchase Warrant

This Amendment Agreement for Common Stock Purchase Warrant (this “Amendment”), dated as of June 21, 2023, is entered into by and between Kisses from Italy Inc., a Florida corporation (the “Company”) and Jefferson Street Capital LLC, a New Jersey limited liability company (“Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties are the parties to that certain Common Stock Purchase Warrant, dated May 24, 2023 (the “Warrant”) and now wish to amend the Warrant in exchange for the Share Issuance (as defined below) as set forth herein;

WHEREAS, pursuant to Section 9 of the Warrant, the Warrant may be amended in writing;

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Defined terms used herein without definition shall have the meaning given to them in the Warrant.

Subject to the provisions herein, Section 2(b) of the Warrant is hereby amended and restated in its entirety to provide as follows:

(b) Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities (including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to (i) any other security of the Company currently held by Holder, (ii) any other security of the Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or (iii) any other agreement entered into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price (the “Exercise Price Adjustment”). The Exercise Price Adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, regardless of whether (i) the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) upon the occurrence of any Dilutive Issuance or (ii) the Holder accurately refers to the number of Warrant Shares or Base Share Price in the Exercise Notice, the Holder is entitled to the Base Share Price as described in this Section 2(b) as well as the Base Share Price at all times on and after the date of such Dilutive Issuance. Notwithstanding anything contained herein to the contrary, a Dilutive Issuance shall not include any issuances, repricing or amendment or modification in any manner with respect to the securities currently issued and outstanding held by MacRab LLC, officers, directors, vendors or suppliers of the Company in satisfaction of amounts owed to such party (provided, however, that such parties shall not have an arrangement to transfer, sell or assign such shares of Common Stock prior to the issuance of such shares).

In exchange for the Holder agreeing to effectuate the Amendment to the Warrant the Company shall deliver to the Holder 3,000,000 shares of Common Stock in book entry within three (3) Trading Days of the date hereof (the “Share Issuance”).

Other than as amended herein, the Warrant shall remain in full force and effect.

This Amendment shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to principles of conflicts of laws. All questions concerning jurisdiction, venue and the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Purchase Agreement.

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

KISSES FROM ITALY INC.

By /s/ Claudio Ferri                              

Name: Claudio Ferri

Title: Chief Executive Officer

JEFFERSON STREET CAPITAL LLC

Name: Brian Goldberg

Title: Managing Member

Cover	Jun. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 21, 2023
Entity File Number	000-55967
Entity Registrant Name	KISSES FROM ITALY INC.
Entity Central Index Key	0001608092
Entity Tax Identification Number	46-2388377
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	80 SW 8th Street
Entity Address, Address Line Two	Suite 2000
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33130
City Area Code	(305)
Local Phone Number	423-7129
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false