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): February 8, 2024

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 1.02	Termination of a Material Definitive Agreement

On February 8, 2024, Kisses from Italy Inc. (the “Company”) and SC Culinary LLC, a New York limited liability company (“SC Culinary”), mutually agreed to terminate the Strategic Alliance Agreement dated March 1, 2023 between the parties. Accordingly, neither the Company nor SC Culinary has any further liability or obligation to the other with respect to the terms of said Agreement, including without the obligation of the Company issuing shares of common stock to SC Culinary. The Company has no further interest in any intellectual property rights owned or used by either SC Culinary or Scott Conant.

Section 5	Corporate Governance and Management
Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 8, 2024, Scott Conant resigned from the board of directors of the Company, effective immediately.

Section 9	Financial Statements and Exhibits
Item 9.01.	Financial Statements and Exhibits

(d) Exhibits

Exhibits Number		Description

10.17		Termination Agreement dated February 8, 2024, by and between the Company and SC Culinary 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: February 13, 2024

KISSES FROM ITALY INC.

By:

/s/ Claudio Ferri

Name:
Title:

Claudio Ferri

Co-Chief Executive Officer

Exhibit 10.17

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Termination Agreement”) dated as of February 8, 2024, by and between Kisses From Italy Inc., a Florida corporation with offices at 80 SW 8^th St., Suite 2000, Miami, Florida, 33130 (the “Company”) and SC Culinary LLC, a New York limited liability company (“SC Culinary” and together with the Company, the “Parties,” and each, a “Party”).

WHEREAS, the Parties entered into that certain Strategic Alliance Agreement dated as of February 21, 2023, and made effective as of March 1, 2023 (the “Agreement”), setting forth the terms of the strategic relationship between the Parties; and

WHEREAS, pursuant to the terms of the Agreement, either Party may terminate the Agreement and the strategic relationship described therein upon ninety (90) days’ prior notice to the other; and

WHEREAS, the Parties have mutually determined to terminate the Agreement and the relationship between the Parties, effective as of the date hereof, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined shall have their respective meanings assigned to them in the Agreement.

2. Termination of the Agreement. Effective as of the date hereof, the Parties are waiving all notice requirements under the Agreement and agree and acknowledge that:

	a.	except for the obligation set forth in Section 9.3(a) of the Agreement, the Agreement shall be terminated immediately upon the execution of this Termination Agreement;

	b.	all terms and provisions of the Agreement are hereby terminated in their entirety and shall have no further force nor effect, including the right of the Company (or assignee or sublicensee) to use or exploit NIL Rights or another SC Culinary intellectual property;

	c.	except for the Company’s obligation to pay SC Culinary the accrued sum of $10,000 on or before February 19, 2024, neither Party has any ongoing obligations with respect to any payments;

	d.	each Party shall have 14 days to remove from its social media content, all Scott Conant’s name and likeness and The Ponte San’gwich Shoppe & Italian Deli brand and logo; and

	e.	this termination is made by mutual agreement and not pursuant to Sections 8.1, 8.2, 9.2 or any other provision of the Agreement.

3. Mutual Release. For and in consideration of the covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, each Party (which for purpose of this Release, Scott Conant shall be included in all releases granted to SC Culinary) hereby release, acquit, satisfy, and forever discharge the other Party and its affiliates, employees, agents, attorneys, and its successors and assigns (the “Released Parties”) from any and all claims, actions, obligations, liabilities, demands and/or causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, of whatever kind or character, whether now known or unknown, which such Party has or might claim to have against the other Party, including any payments to and by the Company (except as expressly provided above), arising or to arise under any and all agreements or other arrangements, written or oral, in any manner concerning the Released Parties, other than any claims relating to the execution and delivery of this Termination Agreement and the terms and provisions hereof.

4. Representations and Warranties. Each Party represents and warrants to the other Party, on the date of this Termination Agreement:

(i) each Party has all necessary power, authority, and capacity to enter into this Termination Agreement and has taken all action necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder;

(ii) the person signing this Termination Agreement has the authority to bind the Party on behalf of which it is signing the Agreement, and this Termination Agreement, when duly executed and delivered, will constitute a legal, valid and binding obligation of each such Party, enforceable against each such Party in accordance with its terms.

5. Entire Agreement. This Termination Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof.

6. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Termination Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof.

7. Actions to Enforce this Termination Agreement, Attorneys’ Fees and Costs. In the event that one Party to this Termination Agreement commences a legal action to enforce any of its terms, the prevailing Party in such an action shall be entitled to recover, from the non-prevailing Party or parties, as the case may be, its reasonable attorneys’ fees and costs of litigation, including all expert and consulting fees.

8. Successors and Assigns. This Termination Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective successors and assigns.

9. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified; (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day; (iii) three calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the other Party at such Party’s address hereinafter set forth on the signature page hereof, or at such other address as such Party may designate by three days’ advance written notice to the other Party hereto.

10. Counterparts; Electronic Transmission of Signatures. This Termination Agreement may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same instrument. Signature pages transmitted by electronic mail or other electronic means shall be valid for all purposes.

[Remainder of Page Intentionally Omitted; Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date first above written.

	KISSES FROM ITALY, INC.


	By:/s/ Claudio Ferri
	Name: Claudio Ferri
	Title: Chief Executive Officer



	SC CULLINARY LLC

	By: /s/ Scott Conant
	Name: Scott Conant
	Title: Sole Member

Cover	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
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