Kisses From Italy Inc. announced that it has entered into a securities purchase agreement with Jefferson Street Capital LLC for private placement of a convertible promissory note in the principal amount of $110,000 and warrants for the gross proceeds of $100,000 on May 24, 2023. The note bears interest at a rate of 10% per annum and is due and payable no later than February 9, 2024. The company has the right to prepay the note without penalty, the annual interest is due if the note is paid in full by the company prior to maturity and upon default of the note, the interest increases to 15%.

The note is convertible into common shares of the company at a fixed conversion price of $0.01. The Warrant provides for the purchase of up to 1,000,000 shares of the Company's common stock (the “Warrant Shares”) at an exercise price of $0.10 per share. The Warrant is exercisable on the earlier of 180 days from the date it was issued or when a registration statement covering the Warrant Shares is declared effective.

The warrant may be exercised on a cashless basis unless a registration statement covering the warrant shares has been declared effective at the time of exercise. The number of warrant shares is subject to customary adjustments. The issuance and sale of the note, the warrant, and the commitment shares by the company to lender was made without registration under the Securities Act of 1933, as amended 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.