Securities Registration Statement (s-1/a)
September 08 2022 - 10:23AM
Edgar (US Regulatory)
0001608092 true Amendment No. 1
0001608092 2022-01-01 2022-06-30 iso4217:USD xbrli:shares
iso4217:USD xbrli:shares xbrli:pure utr:sqft
As filed with the Securities and Exchange Commission on September
8, 2022
Registration No. 333-262277
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3 to
FORM
S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KISSES FROM ITALY INC.
(Exact name of registrant as specified in its charter)
Florida |
5810 |
46-2388377 |
(State or other jurisdiction of
Incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
80 SW 8th ST.
Suite 2000
Miami,
Florida
33130
305
423-7129
(Address, including zip code, and telephone number, including area
code,
of registrant’s principal executive offices)
Michele Di Turi, Chief Executive Officer
KISSES FROM ITALY INC.
80 SW 8th ST.
Suite 2000
Miami, Florida 33130
305
423-7129
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Mark Crone, Esq.
Liang Shih, Esq.
The Crone Law Group, P.C.
500 Fifth Avenue, Suite 938
New York, New York 10110
Telephone: (646) 861-7891
As soon as practicable
after the effective date of this Registration
Statement
(Approximate date of commencement of
proposed sale to the public)
If any of
the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering: ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (Check one):
☐ Large
accelerated filer |
|
☐ Accelerated
filer |
☒ Non-accelerated
filer |
|
☒ Smaller reporting company |
☒ 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 7(a)(2)(B) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on Form S-1
(File No. 333-262277) of Kisses From Italy Inc. is being filed
solely for the purpose of filing Exhibits 5.1 and 23.1 (which is
included in Exhibit 5.1). Accordingly, this Amendment No. 3
consists only of the facing page, this explanatory note, Item 16 of
Part II of the Registration Statement, the signature page, the
Exhibit Index, and the exhibits filed herewith. The remainder of
the Registration Statement is unchanged and therefore has not been
included in this Amendment No. 3.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit
No. |
|
Description |
|
|
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3.1 |
|
Articles of Incorporation filed with the Florida Department of
State on March 7, 2013 (incorporated by reference to Form S-1
Registration Statement filed on May 15, 2018) |
|
|
|
3.2 |
|
Articles of Amendment to Articles of Incorporation filed with the
Florida Department of State on May 11, 2018 (incorporated by
reference to Form S-1 Registration Statement filed on May 15,
2018) |
|
|
|
3.3 |
|
Bylaws of Registrant (incorporated by reference to Form S-1
Registration Statement filed on May 15, 2018) |
|
|
|
3.4 |
|
Articles of Amendment to Articles of Incorporation Certificate of
Designation of Preferences, Rights and Limitations of Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock (incorporated by reference to Form 8-K filed on December
26, 2019) |
|
|
|
3.5 |
|
Articles of Amendment to Articles of Incorporation filed with the
Florida Department of State on March 7, 2022 (incorporated by
reference to Form 8-K filed on March 21, 2022) |
|
|
|
4.1 |
|
Warrant dated as of November 22, 2021, issued by Kisses from Italy
Inc. to MacRab LLC (incorporated by reference to Form 8-K filed
on November 30, 2021) |
|
|
|
4.2 |
|
Promissory Note, dated April 6, 2022, issued by Kisses from Italy,
Inc. to Talos Victory Fund, LLC (incorporated by reference to
Form 8-K filed on April 15, 2022) |
|
|
|
4.3 |
|
Common Stock Purchase Warrant, dated April 6, 2022, issued by
Kisses from Italy, Inc. to Talos Victory Fund, LLC
(incorporated by reference to Form 8-K filed on April 15, 2022)
|
|
|
|
4.4 |
|
Promissory Note, dated April 11, 2022, issued by Kisses from Italy,
Inc. to Blue Lake Partners, LLC (incorporated by reference to
Form 8-K filed on April 15, 2022) |
|
|
|
4.5 |
|
Common Stock Purchase Warrant, dated April 11, 2022, issued by
Kisses from Italy, Inc. to Blue Lake Partners, LLC
(incorporated by reference to Form 8-K filed on April 15, 2022)
|
|
|
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4.6 |
|
Promissory Note, dated May 11, 2022, issued by Kisses from Italy,
Inc. to Fourth Man, LLC (incorporated by reference from Form
8-K filed on May 17, 2022) |
|
|
|
4.7 |
|
Common Stock Purchase Warrant, dated May 11, 2022, issued by Kisses
from Italy, Inc. to Fourth Man, LLC (incorporated by reference
to Form 8-K filed on May 17, 2022) |
|
|
|
4.8 |
|
Convertible Promissory Note, dated
July 26, 202, issued by Kisses from Italy, Inc. to 1800 Diagonal
Lending LLC (incorporated
by reference to Form 8-K filed on August 1, 2022) |
|
|
|
5.1 |
|
Opinion of The Crone Law Group P.C. |
|
|
|
10.1 |
|
Assignment of Lease Agreement between Registrant and Paradigm Shift
Holdings, Inc. and Palm Vacation Group for Palm Aire Location
(incorporated by reference to Form S-1 Registration Statement filed
on May 15, 2018) |
|
|
|
10.2 |
|
Assignment of Lease Agreement between Registrant and Paradigm
Holdings, Inc. and Sea Garden Beach and Tennis Resort, Inc. for Sea
Garden Location(incorporated by reference to Form S-1
Registration Statement filed on May 15, 2018) |
|
|
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10.3 |
|
Online Virtual Office Arrangement between Registrant and Regis
Management Group, LLC commencing July 1, 2018 (incorporated by
reference to Form S-1 Registration Statement filed on May 15,
2018) |
|
|
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10.4 |
|
Form of 8% Convertible Debenture (incorporated by reference to
Amendment to Form S-1/A Registration Statement filed on July 11,
2018) |
|
|
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10.5 |
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Form of Convertible Debenture, 2018-9 Offering (incorporated by
reference to Form 10-K filed April 16, 2019) |
|
|
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10.6 |
|
Articles of Amendment to Articles of Incorporation Certificate of
Designation of Preferences, Rights and Limitations of Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock (incorporated by reference to Form 8-K filed on December
26, 2019) |
|
|
|
10.7 |
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Development Agreement (incorporated by reference to Form 8-K
filed June 23, 2020) |
|
|
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10.8 |
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Distribution Financing -Lead Generation Agreement (incorporated
by reference to Form 8-K filed June 23, 2020) |
|
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10.9 |
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Registration Rights Agreement (incorporated by reference to
Form 8-K filed June 23, 2020) |
|
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10.10 |
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Investor Relations Consulting Agreement with HIR Holdings, LLC
(incorporated by reference to Form 10-Q filed November 13,
2020) |
|
|
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10.11 |
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Corporate Communication Consulting Agreement with Impact IR
(incorporated by reference to Form 10-Q filed November 13,
2020) |
|
|
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10.12 |
|
Consulting Agreement, dated April 22, 2021, effective as of April
16, 2021, by and between Fransmart, LLC, a Delaware limited
liability company, and Kisses from Italy-Franchising, LLC
(Information has been excluded from Exhibit 10.12 because it is
both (i) not material and (ii) would be competitively harmful if
publicly disclosed.) (incorporated by reference to Form 8-K filed
April 28, 2021) |
|
|
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10.13 |
|
Standby Equity Commitment Agreement, dated as of November 22, 2021,
between Kisses from Italy Inc. and MacRab LLC (incorporated by
reference to Form 8-K filed on November 30, 2021) |
|
|
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10.14 |
|
Registration Rights Agreement, dated as of November 22, 2021,
between Kisses from Italy Inc. and MacRab LLC (incorporated by
reference to Form 8-K filed on November 30, 2021) |
|
|
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10.15 |
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Securities Purchase Agreement, dated
April 6, 2022, by and between Kisses from Italy, Inc. and Talos
Victory Fund, LLC (incorporated by reference to Form 8-K filed on
April 15, 2022) |
|
|
|
10.16 |
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Registration Rights Agreement, dated
April 6, 2022, by and between the Kisses from Italy, Inc. and Talos
Victory Fund, LLC (incorporated by reference to Form 8-K filed on
April 15, 2022) |
|
|
|
10.17 |
|
Securities Purchase Agreement, dated
April 11, 2022, by and between Kisses from Italy, Inc. and Blue
Lake Partners, LLC (incorporated by reference to Form 8-K filed on
April 15, 2022) |
|
|
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10.18 |
|
Registration Rights Agreement, dated
April 11, 2022, by and between the Kisses from Italy, Inc. and Blue
Lake Partners, LLC (incorporated by reference to Form 8-K filed on
April 15, 2022) |
|
|
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10.19 |
|
Securities Purchase Agreement, dated May 11, 2022, by and between
Kisses from Italy, Inc. and Fourth Man, LLC (incorporated by
reference to Form 8-K filed on May 17, 2022) |
|
|
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10.20 |
|
Registration Rights Agreement, dated May 11, 2022, by and between
the Kisses from Italy, Inc. and Fourth Man, LLC (incorporated
by reference to Form 8-K filed on May 17, 2022) |
|
|
|
10.21 |
|
Securities Purchase Agreement, dated
July 26, 2022, by and between Kisses from Italy, Inc. and 1800
Diagonal Lending LLC (incorporated
by reference to Form 8-K filed on |August 1, 2022) |
|
|
|
21.1 |
|
List of Subsidiaries (incorporated by reference to Form
10-K filed April 15, 2022) |
|
|
|
23.1 |
|
Consent of The Crone Law Group P.C.
(included in Exhibit 5.1) |
|
|
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23.2 |
|
Consent of B F Borgers CPA
PC * |
|
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24.1 |
|
Power of Attorney (included
on signature page hereof). |
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107 |
|
Filing Fee
Table |
|
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101.INS |
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Inline
XBRL Instance Document |
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101.SCH |
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Inline
XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline
XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase
Document |
|
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104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101). |
________________
* Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned in the city of Miami, Florida on
September 8, 2022.
|
KISSES
FROM ITALY INC. |
|
By Michele Di
Turi,
Michele Di Turi, Co-Chief Executive Officer
|
|
|
|
By:
Claudio
Ferri |
|
Claudio
Ferri, Co-Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Michele Di
Turi, Chief Executive Officer, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead in any
and all capacities, in connection with this Registration Statement,
including to sign in the name and on behalf of the undersigned,
this Registration Statement and any and all amendments thereto,
including post-effective amendments and registrations filed
pursuant to Rule 462 under the U.S. Securities Act of 1933, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agents full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent,
or his substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement on Form S-1 has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature |
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Title |
|
Date |
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/s/ Michele Di
Turi
Michele Di Turi
|
|
Co-Chief
Executive Officer and Director (Principal Executive
Officer) |
|
September 8, 2022 |
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/s/ Claudio
Ferri
Claudio Ferri
|
|
Co-Chief Executive Officer, Chief Investment Officer, and
Director
(Principal Financial and Accounting Officer)
|
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September 8, 2022 |
|
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/s/ Leonardo
Fraccalvieri
Leonardo Fraccalvieri
|
|
Director |
|
September 8, 2022 |
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