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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): July
11, 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 July 11, 2023 (the “Issue Date”),
Kisses from Italy, Inc., a Florida corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with GS Capital Partners, LLC, (the “Buyer”), pursuant to which the Company issued to the Buyer a 10% promissory
note in the principal amount of $115,000.00 (the “Note”). The Company received $105,000.00 gross proceeds from the Buyer due
to the original issue discount on the Note of $10,000. In connection with the execution and delivery of the Purchase Agreement and the
issuance of the Note, the Company issued to the Buyer 500,000 commitment shares (the “Commitment Shares”) and a warrant to
purchase an additional 862,500 shares of common stock of the Company (the “Warrant”) at an exercise price of $0.10 per share
(the “Exercise Price”). In addition to the Commitment Shares, the Company issued 1,500,000 returnable shares to the Buyer
(the “Returnable Shares”), which are held in book-entry and returnable to the Company by the Buyer unless there is an uncured
default during the 12-month term of the Note.
The Note bears interest at a rate of 10% per annum,
at a fixed conversion price of $0.01 (the “Conversion Price”) and is due and payable no later than July 11, 2024. Interest
on the Note is payable in shares of the Company’s common stock (the “Common Stock”) commencing on the Issue Date. The
Note may be prepaid at an amount equal to 110% of the principal plus accrued interest within 180 days.
The Note can be accelerated upon the occurrence
of an event of default, which shall occur, among other events, (i) if the Company defaults in the payment of principal or interest on
the Note or any other note issued to the Buyer by the Company, (ii) if a majority of the members of the board of directors of the Company
on the Issue Date are no longer serving as members of the board, (iii) the Company is not current in its filings with the Securities and
Exchange Commission, (iv) if the Common Stock are delisted from an exchange (including the OTC Market exchange), or if the Common Stock
trades on an exchange, and trading in the Common Stock is suspended for more than 10 consecutive days, or (v) the Company ceases to file
its reports under the Securities Act of 1933, as amended (the “Act”). Upon an
event of default, interest on the Note shall accrue at a default interest rate of 24% per annum, and the Conversion Price shall decrease
from $.01 per share to $0.005 per share.
The parties agree that while any principal amount,
interest or fees, or expenses are still outstanding under the Note, the Company will not enter into any public or private offering of
its securities in which the Company receives cash proceeds in the aggregate of more than $450,000 with another investor or investor that
establishes rights or benefiting such other investor or investors in any manner more favorable in any material respect than the rights
and benefits established in favor of the Buyer.
The Warrant provides
for the purchase of up to 862,500 shares of the Common Stock (the “Warrant Shares”) at the Exercise Price and is exercisable
at any time on or after the Issue Date and terminating on the five-year anniversary of the Issue Date. The Warrant may be exercised, in
whole or part, on a cashless basis unless a registration statement covering the Warrant Shares is effective at the time of exercise, entitling
the Buyer to receive the number of shares calculated based on the closing price of the Common Stock immediately preceding the date on
which the Buyer elects to a cashless exercise of the Warrant at the Exercise Price, as adjusted.
The Company’s sales
of shares of Common Stock to the Buyer under the Purchase Agreement is limited to no more than the number of shares that would
result in the beneficial ownership by the Buyer and its affiliates, at any single point in time, of more than 4.99% of the then outstanding
shares of the Common Stock.
The Company and the Buyer made certain representations
and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications.
The
foregoing descriptions of the Purchase Agreement, the Note, and the Warrant are qualified in their entirety by reference to the full text
of the Purchase Agreement, the Note, and the Warrant, copies of which are attached hereto as Exhibits 10.25, 4.14, and 4.15,
respectively, each of which is incorporated herein in its entirety by reference.
Item 2.03. Creation of Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference
into this Item 2.03.
Item 3.02. Unregistered
Sales of Equity Securities.
The issuance and sale
of the Note, the Warrant, and the Commitment Shares and Returnable Shares by the Company to the
Buyer was made without registration under 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 the Buyer 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 |
|
|
4.14 |
Promissory Note, dated July 11, 2023, issued by Kisses from Italy, Inc. to GS Capital Partners LLC |
4.15 |
Common Stock Purchase Warrant, dated July 11, 2023, issued by Kisses from Italy, Inc. to GS Capital Partners LLC |
10.25 |
Securities Purchase Agreement, dated July 11, 2023, by and between Kisses from Italy, Inc. and GS Capital Partners 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: July 18, 2023 |
KISSES FROM ITALY INC.
|
|
By: |
/s/ Claudio Ferri |
|
Name:
Title: |
Claudio Ferri
Co-Chief Executive Officer |
Exhibit 4.14
THIS NOTE AND THE COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)
US $115,000.00
KISSES FROM ITALY INC.
10% CONVERTIBLE REDEEMABLE NOTE
DUE JULY 11, 2024
FOR VALUE RECEIVED, KISSES
FROM ITALY INC. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC and its authorized successors and
permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Fifteen Thousand Dollars exactly (U.S.
$115,000.00) on JULY 11, 2024 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at
the rate of 10% per annum commencing on JULY 11, 2023 (“Issuance Date”). This Note shall contain an original issue
discount of $10,000.00 such that the purchase price is $105,000.00. The interest will be paid to the Holder in whose name this Note is
registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note
are payable at 1325 Airmotive Way, Suite 202, Reno NV 89502, initially, and if changed, last appearing on the records of the Company as
designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal
due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this
Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of
such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability
for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock
(as defined below) pursuant to paragraph 4(b) herein.
This Note is subject to the
following additional provisions:
1. This
Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder
surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any
tax or other governmental charges payable in connection therewith.
2. The
Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.
3. This
Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable
state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment
for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on
the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any
such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion
set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note,
also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion")
in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall
be the Conversion Date.
4. (a) The Holder of this Note
is entitled, at its option, to convert all or any amount due under this Note then outstanding into shares of the Company's common stock
(the "Common Stock") at a price for each share of Common Stock at a price (the "Conversion Price") of $0.01 per
share. Upon the occurrence of an Event of Default (defined in Section 8 of this Note) the Conversion Price shall equal $0.005 per
share. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company
(which may be increased up to 9.9% upon 60 days’ prior written notice by the Holder to the Company). The
terms herein will be adjusted on a pari-passu (or equal) basis to match any favorable term if the Company offers a more favorable
term in a convertible security to another party for any financings while this Note is in effect, including but not limited to conversion
prices or discounts, lookback periods, interest rates (whether via original issue discount or otherwise) defaults, penalties and
the remedy for such defaults or penalties.
(b) Interest
on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company in Common
Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based
on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued
interest calculated on the unpaid principal balance of this Note to the date of such notice.
(c) The Note may be prepaid
at an amount equal to 110% of the principal plus accrued interest within 180 days. This Note may not be prepaid after the 180th
day. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null and void.
Any partial prepayments will be made in accordance with the formula set forth above with respect to principal, premium and interest.
(d) Upon
(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,
(ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward
or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in
which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation
of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common
Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon
request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount
of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.
(e) In
case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this
Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the
right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities
or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by
a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price,
as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events.
If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors
of the Company or successor person or entity acting in good faith.
5. No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.
6. The
Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor,
notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be
directly and primarily liable for the payment of all sums owing and to be owing hereto.
7. The
Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in
collecting any amount due under this Note.
8. If
one or more of the following described "Events of Default" shall occur:
(a) The
Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or
(b) Any
of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore
or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase
Agreement under which this note was issued shall be false or misleading in any respect; or
(c) The
Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company
under this Note or any other note issued to the Holder; or
(d) The
Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment
for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator
or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing
of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable;
or
(e) A
trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent
and shall not be discharged within sixty (60) days after such appointment; or
(f) Any
governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or
(g) One
or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate,
shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or
unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder;
or
(h) The
Company shall have defaulted on or breached any term of any other purchase agreement or note or similar debt instrument into which the
Company has entered and failed to cure such default within the appropriate grace period; or
(i) The
Company shall have its Common Stock delisted from an exchange (including the OTC Market exchange) or, if the Common Stock trades on an
exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports
with the SEC;
(j) If
a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;
(k) The
Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein within 3 business days of its receipt of a Notice
of Conversion; or
(l) The
Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.
(m) The
Company shall not be “current” in its filings with the Securities and Exchange Commission; or
(n) The
Company shall lose the “bid” price for its stock and a market (including the OTC marketplace or other exchange)
Then, or at any time thereafter,
unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion,
the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other
than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of
the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest
shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest
rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day if the shares are
not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase
to $500 per day beginning on the 10th day. In an event of a breach of Section 8(h) the Holder may elect to utilize the
same remedy available under the defaulted interest and such remedy shall be incorporated by reference into the terms of this Note. The
penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. Further, if a breach of Section
8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid
price during the delinquency period as a base price for the conversion instead of the Conversion Price.
If the Holder shall commence
an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder
prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred
in the investigation, preparation and prosecution of such action or proceeding.
The Company must pay the Failure
to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s
written notice to the Company.
9. In
case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity
and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.
10. Neither
this Note, nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company
and the Holder.
11. The
Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously
has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating
it is no longer a “shell” issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow
for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.
12. The
Company shall issue irrevocable transfer agent instructions reserving 34,500,000 shares of its Common Stock for conversions under this
Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs and legal fees, up to $1,000, associated with issuing and delivering the shares to the
Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the amounts being converted. The company should
at all times reserve a minimum of three times the number of shares required if the Note would be fully converted. The Holder may
reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding
share information to the Holder in connection with its conversions.
13. The
Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.
14. If
it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable
provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable
law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that
would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.
15. This
Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed
within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company
hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Nevada or in the Federal
courts sitting in the county or city of either Washoe County, Nevada or Clark County, Nevada. This Agreement may be executed in
counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.
IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by an officer thereunto duly authorized.
Dated: July 11, 2023
|
KISSES FROM ITALY INC. |
|
By: __________________________________ |
|
Name: Claudio Ferri |
|
Title: Chief Executive Officer |
EXHIBIT A
NOTICE OF CONVERSION
(To be Executed by the Registered Holder in order
to Convert the Note)
The undersigned hereby irrevocably
elects to convert $___________ of the above Note into _________ Shares of Common Stock of KISSES FROM ITALY INC. (“Shares”)
according to the conditions set forth in such Note, as of the date written below.
If Shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect
thereto.
Date of Conversion: ___________________________________________________________________
Applicable Conversion Price: __________________________________________________________
Signature: ____________________________________________________________________________
[Print Name of Holder and Title of Signer]
Address: ________________________________________________________________________
________________________________________________________________________
SSN or EIN: ___________________________
Shares are to be registered in the following name: ______________________________________________
Name: _________________________________________________________________________________
Address: _______________________________________________________________________________
Tel: ___________________________________
Fax: ___________________________________
SSN or EIN: _____________________________
Shares are to be sent or delivered to the following account:
Account Name: ___________________________________________________________________________
Address: ________________________________________________________________________________
Exhibit 4.15
THIS WARRANT AND THE SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
COMMON STOCK PURCHASE
WARRANT
KISSES FROM ITALY INC.
Warrant Shares: 862,500 |
Initial Issue
Date: July 11, 2023 |
Aggregate Exercise Amount: $86,250.00 |
|
THIS COMMON STOCK PURCHASE WARRANT
(the “Warrant”) certifies that, for value received, GS CAPITAL PARTNERS, LLC, or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date hereof (the “Initial Issue Date”) and on or prior to the close of business on the five (5) year anniversary
of the Initial Issue Date (as subject to adjustment hereunder, the “Termination Date”), to subscribe for and purchase
from KISSES FROM ITALY INC., a Florida corporation (the “Company”), up to 862,500 shares (as subject to adjustment
herein, the “Warrant Shares”) of common stock of the Company (the “Common Stock”). The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.2.
ARTICLE 1 EXERCISE RIGHTS
The Holder will have the right to
exercise this Warrant to purchase shares of Common Stock as set forth below.
1.1
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered
Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice
of Exercise form annexed hereto. Within three (3) business days following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or check drawn on a United
States bank unless the cashless exercise procedure specified in Section 1.3 below is specified in the applicable Notice of Exercise. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the
effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such
purchases. The Company shall deliver any objection to any Notice of Exercise form within two (2) business days of receipt of such notice.
The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be less than the amount stated on the face hereof.
1.2 Exercise Price. The exercise price
per share of Common Stock under this Warrant shall be $0.10 per share, subject to adjustment hereunder (the “Exercise Price”).
The aggregate exercise price is $86,250.00.
1.3
Cashless Exercise. In the event that shares covered by this Warrant are not subject to a registration statement at the
time of exercise, then, in addition to a cash exercise, this Warrant may also be exercised, in whole or in part, at such time by means
of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:
(A) = the
closing price of the Common Stock immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise;
(B) = the Exercise Price of this Warrant, as adjusted hereunder;
and
(X) = the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.
1.4
Delivery of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder within three (3) business days
of Notice of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”)
or by delivery of physical certificate. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of delivery of the
Notice of Exercise. Holder may assess penalties or liquidated damages (both referred to herein as “penalties”) as follows.
For each exercise, in the event that shares are not delivered by the third business day (inclusive of the day of exercise if received
before 4:00 pm EST), the Company shall pay the Holder in cash a penalty of $1,000 per day for each day after the third business day until
share delivery is made. The Company will not be subject to any penalties once its transfer agent correctly processes the shares to the
DWAC system. Notwithstanding the foregoing, the Company will make commercially reasonable efforts to deliver the Warrant Shares to
the Holder the same day or next day.
1.5
Delivery of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically
be cancelled without the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part,
the Company shall, at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant and, for purposes of Rule 144, shall tack back to the original
date of this Warrant.
1.6
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to abide by the terms of this Warrant and fails to cause its transfer agent to transmit to the Holder
the Warrant Shares on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times
(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either
(x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss.
1.7
Make-Whole for Market Loss after Exercise. At the Holder’s election, if the Company fails to abide by the terms of
this Warrant and fails to deliver to the Holder the Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a physical
certificate) and if the Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the
Company written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the
Holder whole as follows:
Market Price Loss = [(High trade
price on the day of exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder) x (Number of Warrant Shares)]
The Company must pay the Market
Price Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written
notice to the Company.
1.8
Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails to abide by the terms of this
Warrant and fails for any reason to deliver to the Holder the Warrant Shares by the Warrant Share Delivery Date and if the Holder incurs
a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder
in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:
Failure to Deliver Loss = [(High
trade price at any time on or after the day of exercise) x (Number of Warrant Shares)]
The Company must pay the Failure
to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s
written notice to the Company.
1.9
Choice of Remedies. Nothing herein, including, but not limited to, Holder’s electing to pursue its rights under Sections
1.7 or 1.8 of this Warrant, shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to
timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
1.10
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Company for any issue or transfer
tax or other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Holder,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Holder
shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.
1.11
Holder’s Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will
the Holder exercise any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the
Common Stock outstanding of the Company (the “Beneficial Ownership Limitation”). Upon the written request of Holder,
the Company shall within two (2) business days confirm in writing to the Holder the number of shares of Common Stock then outstanding.
ARTICLE 2 ADJUSTMENTS
2.1
Stock Dividends and Splits. If the Company, at any other time while this Warrant is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise
of this Warrant, or any issuances, repricing or amendment or modification in any manner with respect to the securities currently issued
and outstanding held by MacRab LLC or Jefferson Street Capital LLC, FirstFire Global Opportunities Fund, 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)), (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall
be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant
to this Section 2.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.
2.2
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of
Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive
such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which
the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such
assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined
by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the
portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.
2.3
Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company and the
Holder shall promptly notify each other (by written notice) setting forth the proposed Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ARTICLE 3 COMPANY COVENANTS
3.1
Reservation of Shares. As of the issuance date of this Warrant and for the remaining period during which the Warrant is
exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance
of Warrant Shares upon the full exercise of this Warrant. The Company represents that upon issuance, such Warrant Shares will be duly
and validly issued, fully paid and non-assessable. The Company agrees that its issuance of this Warrant constitutes full authority to
its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary
Warrant Shares upon the exercise of this Warrant. No further approval or authority of the stockholders of the Board of Directors of the
Company is required for the issuance of the Warrant Shares
3.2
No Adverse Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,
including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of
all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
ARTICLE 4 MISCELLANEOUS
4.1
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.
4.2
Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including,
without limitation, any registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed
by the Holder or its agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant,
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or
denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and such new Warrants, for purposes of Rule 144, shall tack back to the original date of this Warrant. The Warrant,
if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new
Warrant issued.
4.3
Assignability. The Company may not assign this Warrant. This Warrant will be binding upon the Company and its successors,
and will inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder to anyone of its choosing
without the Company’s approval.
4.4
Notices. Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or
email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile
or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.
4.5
Governing Law. This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of
Nevada, without regard to the conflict of laws principles thereof.
Any action brought by either party
against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Nevada or in the
federal courts located in the State of Nevada. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction
of such courts.
4.6
Delivery of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and
only by Holder against the Company, service of copies of summons and/or complaint and/or any other process which may be served in any
such action or proceeding may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, or process server to the
Company at its last known address or to its last known attorney set forth in its most recent SEC filing.
4.7
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised,
this Warrant carries no voting rights and does not convey to the Holder any “control” over the Company, as such term may be
interpreted by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s Common Stock
exceeds the Exercise Price.
4.8
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
4.9
Attorney Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable
action, arbitration or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other
relief to which the prevailing party may be entitled.
4.10
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has
the right to have any such opinion provided by its counsel.
4.11
Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.
4.12
Amendment Provision. The term “Warrant” and all references thereto, as used throughout this instrument, means
this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.
4.13
No Shorting. Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter
into or effect any “short sale” of the common stock or hedging transaction which establishes a net short position with respect
to the common stock of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and
accurately completed Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of
those shares issuable under such Notice of Exercise would not be considered short sales.
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
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KISSES FROM ITALY INC. |
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By: _______________________________ |
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Name: Claudio Ferri |
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Title: Chief Executive Officer |
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HOLDER: GS CAPITAL PARTNERS, LLC |
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By: _______________________________ |
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Name: |
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Title: |
NOTICE OF EXERCISE
To: KISSES
FROM ITALY INC.
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.
(2)
Payment shall take the form of (check applicable box):
[_] in lawful money of the United States;
or
[_] the cancellation of such number
of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1.3.
(3)
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other
name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name: _______________________________________
Date: ________________________________________
Exhibit 10.25
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of July 11, 2023, by and between KISSES FROM ITALY INC., a Florida corporation,
with headquarters located at 80 SW 8th Street, Suite 2000, Miami, FL 33130 (the “Company”) and GS CAPITAL PARTNERS,
LLC, with its address at 1325 Airmotive Way, Suite 202, Reno NV 89502, (the “Buyer”).
WHEREAS:
A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”);
B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
a 10% note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $115,000 (together with any note(s)
issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”),
convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations
and conditions set forth in such Note. The Note shall contain an original issue discount of $10,000 such that the purchase price shall
be $105,000.
C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set
forth immediately below its name on the signature pages hereto; and
NOW THEREFORE, the
Company and the Buyer severally (and not jointly) hereby agree as follows:
1.
Purchase and Sale of Note.
a.
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell
to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s
name on the signature pages hereto.
b.
Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase
price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of
immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the
Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages
hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such
Purchase Price.
c.
Closing Date. The date and time of the first issuance and sale of the Note pursuant to this
Agreement (the “Closing Date”) shall be on or about July 11, 2023, or such other mutually agreed upon time. The closing of
the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be
agreed to by the parties.
2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company
that:
a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares
of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred
to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and
not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration
under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of
the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with
or pursuant to a registration statement or an exemption under the 1933 Act.
b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).
c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold
to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that
the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Securities.
d.
Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain
outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if
any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company.
Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such
information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such
inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or
affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands
that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a
breach of any of the Company's representations and warranties made herein.
e.
Governmental Review. The Buyer understands that no United States federal or state agency or
any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.
f.
Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities
has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred
unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have
delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant
to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred
to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of
the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor,
(d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act
(or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion
of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall
be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms
of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the
person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance
with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any
other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the
contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
g.
Legends. The Buyer understands that the Note and, until such time as the Conversion Shares
have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities
as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):
“NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The legend set forth above
shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped,
if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration
statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number
of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel,
in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer
of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale
or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend
has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept
the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such
as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.
h.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement
has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer
enforceable in accordance with its terms.
i.
Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s
name on the signature pages hereto.
j.
No Short Sales. Buyer/Holder, its successors and assigns, agree that so long as the Note remains
outstanding, the Buyer/Holder shall not enter into or effect “short sales” of the Common Stock or hedging transaction which
establishes a short position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of
a Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the Conversion Notice
and any sale of those shares issuable under such Conversion Notice would not be considered short sales.
3.
Representations and Warranties of the Company. The Company represents and warrants to the
Buyer that:
a.
Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation
duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned,
leased, used, operated and conducted.
b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority
to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the
Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company
and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note
and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders
is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection
herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the
Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms.
c.
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and,
upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from
all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar
rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
d.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive
effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that
its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.
e.
No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company
and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and
reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or
an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable
to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected
(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually
or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company
is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is
not in violation of the listing requirements of the OTC marketplace (the “OTC MARKETS”) and does not reasonably anticipate
that the Common Stock will be delisted by the OTC Markets in the foreseeable future, nor are the Company’s securities “chilled”
by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.
f.
Absence of Litigation. Except as disclosed in the Company’s public filings, there is
no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company
or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule
3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against
or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and
its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.
g.
Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and
agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions
contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer
or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice
or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer
that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and
its representatives.
h.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting
on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security
under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of
the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future)
for purposes of any shareholder approval provisions applicable to the Company or its securities.
i.
Title to Property. The Company and its subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all personal property owned by them which is material to the business of
the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule
3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.
j.
Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of
the Securities Act as amended on the basis of being a "bad actor" as that term is established in the September 19, 2013
Small Entity Compliance Guide published by the Securities and Exchange Commission.
k.
Breach of Representations and Warranties by the Company. If the Company breaches any of the
representations or warranties set forth in Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement,
it will be considered an Event of default under the Note.
4.
COVENANTS.
a.
Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them
up to $5,000 in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements
to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’
fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents
or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of
restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company
must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the
submission of an invoice by the Buyer.
b.
Listing. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain
the listing and trading of its Common Stock on the OTC MARKETS or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”),
the Nasdaq SmallCap Market (“Nasdaq SmallCap”) or the New York Stock Exchange (“NYSE”), and will comply in all
respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory
Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices
it receives from the OTC MARKETS and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued
eligibility of the Common Stock for listing on such exchanges and quotation systems.
c.
Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain
its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or
consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction
(i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and
(ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq or NYSE.
d.
No Integration. The Company shall not make any offers or sales of any security (other than
the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act
or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder
approval provision applicable to the Company or its securities.
e.
Filings. The Company shall include the Note in its next scheduled SEC filing whether that
shall be a 10Q or a 10K.
f.
Most Favored Nations. While the Note or any principal amount, interest or fees or expenses
due thereunder remain outstanding and unpaid, the Company shall not enter into any public or private offering of its securities (including
securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect
of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor
(even if the Other Investor does not receive the benefit of such more favorable term until a default occurs under such other security)
than the rights and benefits established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been
provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.
g.
Removed and Reserved.
h.
Warrants. As additional consideration for the purchase of the Note, the Company
shall issue the Buyer, a five (5) year warrant to purchase 862,500 shares of Common Stock at an exercise price of
$0.10 per share.
i.
Commitment Shares. Upon the funding of Note, the Company
shall issue 500,000 restricted shares of Common Stock to the Buyer as additional consideration for the purchase of the Note (the
“Commitment Shares”).
j.
Returnable Shares. In addition to the Commitment Shares,
the Company shall issue 1,500,000 shares of its common stock to the Buyer, to be held in book entry (the “Returnable Shares”). The Returnable
Shares must be returned to the Company by the Buyer, unless the Note enters into and uncured default during its 12-month
term and the Note is repaid on or prior to maturity.
k.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section
4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default
under the Note.
5.
Governing Law; Miscellaneous.
a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in
the state Nevada and county or city of either Washoe County, Nevada or Clark County, Nevada. The parties to this Agreement hereby irrevocably
waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
b.
Counterparts; Signatures by Facsimile. This Agreement 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. This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.
c.
Headings. The headings of this Agreement are for convenience of reference only and shall not
form part of, or affect the interpretation of, this Agreement.
d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision hereof.
e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain
the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the
Buyer.
f.
Notices. All notices, demands, requests, consents, approvals, and other communications required
or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the
mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such
other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted
to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business
hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be:
If to the Company,
to:
KISSES FROM ITALY
INC.
80 SW 8th Street,
Suite 2000
Miami, FL 33130
Attn: Claudio
Ferri, CEO
If to the Buyer:
GS CAPITAL PARTNERS, LLC
1325 Airmotive Way
Suite 202
Reno, Nevada
89502
Attn: Gabe Sayegh
Each party shall provide notice
to the other party of any change in address.
g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person
that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under
the 1934 Act, without the consent of the Company.
h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto
and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any
other person.
i.
Survival. The representations and warranties of the Company and the agreements and covenants
set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf
of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for
loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties
and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses
as they are incurred.
j.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the
other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.
k.
No Strict Construction. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
l.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges
that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available
remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing
or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic
loss and without any bond or other security being required.
IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
KISSES FROM ITALY INC.
By:________________________________
Attn: Claudio Ferri, CEO
GS CAPITAL PARTNERS, LLC.
By:_________________________________
Name: Gabe Sayegh
Title: Manager
AGGREGATE SUBSCRIPTION AMOUNT:
Aggregate Principal Amount of Note: |
$115,000.00 |
Aggregate Purchase Price:
Note: $115,000.00 less $10,000.00 in original
issue discount, less $5,000.00 in legal fees and $10,000 in investment banking fees.
EXHIBIT A
144 NOTE - $115,000.00
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Kisses from Italy (QB) (USOTC:KITL)
過去 株価チャート
から 5 2024 まで 6 2024
Kisses from Italy (QB) (USOTC:KITL)
過去 株価チャート
から 6 2023 まで 6 2024