true Date change in the attached exhibit. 0001608092 0001608092 2023-03-27 2023-03-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 27, 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. ☐

 

   

 

 

Explanatory Note

 

This Amendment No. 1 (the “Amended Report”) to the Current Report on Form 8-K, filed on March 29, 2023 (the “Original Form 8-K”) by Kisses From Italy Inc., a Florida corporation (the “Company”) is filed solely to correct the effective date of the Amendment No. 1 (the “First Amendment”) to that certain Standby Equity Commitment Agreement, dated November 22, 2021 (the “Purchase Agreement”) by and between the Company and MacRab LLC, a Florida limited liability company (the “Investor”), from March 27, 2023 to March 29, 2023 and to file a copy of the First Amendment as Exhibit 10.1 to this Amended Report reflecting that the effective date of the First Amendment is March 29, 2023.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits 

 

Exhibits

Number

   Description
     
10.1   First Amendment, dated March 29, 2023, between Kisses from Italy Inc. and MacRab LLC, to the Standby Equity Commitment Agreement, dated November 22, 2021
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 2 

 

 

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 hereunto duly authorized.

 

 

Date: December 11, 2023 KISSES FROM ITALY INC.  
       
  By: /s/ Claudio Ferri  
  Name: Claudio Ferri  
  Title: Chief Executive Officer  

 

  

  

 

 

 

 

 

 

 

 

 3 

 

Exhibit 10.1

 

AMENDMENT #1 TO THE STANDBY EQUITY COMMITMENT AGREEMENT ENTERED INTO ON NOVEMBER 22, 2021

 

THIS AMENDMENT #1 (the “Amendment”) to the SECA (as defined below) is made effective as of March 29, 2023 (the “Effective Date”), by and between Kisses From Italy Inc., a Florida corporation (the “Company”), and MacRab LLC, a Florida limited liability company (the “Holder”) (collectively the “Parties”).

 

BACKGROUND

 

A.     The Company and Holder are the parties to that certain standby equity commitment agreement (the “SECA”) originally entered into by the Company and Holder on November 22, 2021.

 

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.The reference to “$0.10” in Section 7.2(o) of the SECA shall be changed to “$0.001”.
   
2.Section 10.1 of the SECA shall apply to this Amendment.
   
 3.This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the SECA. Except as specifically modified hereby, all of the provisions of the SECA, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

  

 

 

 

 

[Signature page to follow]

 

 

 

 1 

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.

 

KISSES FROM ITALY INC.

 

 

By: _/s/ Claudi Ferri

Name: Claudio Ferri

Title: Co-Chief Executive Officer

 

MACRAB LLC

 

 

By: /s/ Mackey McFarlane

Name: Mackey McFarlane

Title: Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2 

 

v3.23.3
Cover
Mar. 27, 2023
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description Date change in the attached exhibit.
Document Period End Date Mar. 27, 2023
Entity File Number 000-55967
Entity Registrant Name KISSES FROM ITALY INC.
Entity Central Index Key 0001608092
Entity Tax Identification Number 46-2388377
Entity Incorporation, State or Country Code FL
Entity Address, Address Line One 80 SW 8th Street
Entity Address, Address Line Two Suite 2000
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33130
City Area Code (305)
Local Phone Number 423-7129
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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