Kisses from Italy, Inc. announced that it has entered into a securities purchase agreement with Talos Victory Fund, LLC for private placement of a promissory note in the principal amount of $165,000 at an original issue discount of 10% for gross proceeds of $148,500 on April 6, 2022. The Note bears interest at a rate of 12% per annum and is due and payable no later than April 6, 2023. Although the Company has the right to prepay the Note without penalty, the annual interest is due if the Note is paid in full after October 6, 2022 by the Company prior to maturity.

Upon default of the Note, the interest increases to 16%. The Note is convertible at a fixed conversion price of $0.05, subject to standard adjustments. If the Company issues securities for less than the Conversion Price, the Conversion Price shall be reduced to such amount.

In connection with the execution and delivery of the Purchase Agreement and the issuance of the Talos Note, the Company issued to Talos 500,000 commitment shares and a warrant to purchase an additional 1,650,000 shares of common stock 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 the registration statement covering the Warrant Shares is declared effective. The Talos 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, and the number of Warrant Shares is subject to customary adjustments.