Item 1.01 Entry into a Material Agreement.
On March 27, 2023, Kisses From Italy Inc., a Florida corporation (the
"Company"), entered into Amendment #1 (the "Amendment") to the Standby Equity
Commitment Agreement, dated November 22, 2021 (the "Agreement"), with MacRab
LLC, a Florida limited liability company (the "Investor"). As described below,
the Amendment reduced the minimum purchase price pursuant to which the Company
can require the Investor to purchase its shares.
Pursuant to the terms of the Agreement, the Company has the right to sell to the
Investor up to $7,500,000 in shares of its common stock, subject to certain
limitations, over a 24-month period ending on November 22, 2023. The price per
share of Common Stock shall be ninety percent (90%) of the average of the volume
weighted average price of the common stock for six trading days following the
clearing date associated with the put notice delivered by the Company to the
Investor. The minimum amount of each put shall be $10,000 and the maximum shall
be the lower of 200% of the average daily trading volume and $250,000.
The Amendment amends the minimum price per share in the Agreement from $0.10 per
share to $0.001. Accordingly, in order for any of the Company's sale of common
stock to the Investor to occur, the closing price of the Company's common stock
during each of the six trading days immediately preceding the respective "put
date" must not be lower than $0.001 per share.
At the time the Agreement was executed and delivered by the parties, the Company
issued to the Investor a five-year warrant to purchase 750,000 shares of common
stock with standard anti-dilution provisions and cashless exercise.
Seventy-five million shares to be issued to the Investor pursuant to the terms
of the Agreement, as amended by the Amendment, are registered pursuant to the
Registration Statement declared effective by the Securities and Exchange
Commission on September 9, 2022 (registration number 333-262277).
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is attached hereto as Exhibit
10.15 and is incorporated herein in its entirety by reference. The Agreement was
filed as Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company
with the Securities Exchange Commission on November 30, 2021.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibits
Number Description
10.15 Amendment #1, dated March 27, 2003, to the Standby Equity Commitment
Agreement, dated November 22, 2021, between Kisses from Italy Inc. and
MacRab LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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