Item 1.01 Entry into a Material Agreement
On
Pursuant to the Purchase Agreement, Fourth Man was granted a right of first
refusal on all issuances by the Company, as well as a most favored nations on
all securities to be issued by the Company until the Note is paid in full. The
Company also agreed with Fourth Man that it will not enter into any credit
equity line agreements. Pursuant to the Note, the Company agreed not to incur
any additional unsecured debt which is senior or pari passu to the indebtedness
evidenced by the Note, other than the issuances of notes in the principal amount
of up to
The Note bears interest at a rate of 12% per annum and is due and payable no
later than 12 months from the issue date of the Note. 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
The Note is convertible at a fixed conversion price of
The Warrant issued to Fourth Man provides for the purchase of up to 1,500,000
shares of the Company's common stock (the "Warrant Shares") at an exercise price
of
Pursuant to the terms of a Registration Rights Agreement dated
The Company's sales of shares of common stock to Fourth Man under the agreements described herein are limited to no more than the number of shares that would result in the beneficial ownership by Fourth Man and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Company's common stock.
The foregoing descriptions of the Purchase Agreement, the Note, the Warrant, and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement, the Note, the Warrant, and the Registration Rights Agreement, copies of which are attached hereto as Exhibits 4.1, 4.2, 10.1, and 10.2, 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.
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Item 3.02. Unregistered Sales of
The issuance and sale of the Note, the Warrant, and the Commitment Shares by the Company to Fourth Man was made without registration under the Securities Act of 1933, as amended (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 Fourth Man to the Company that, among others, that Fourth Man is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that Fourth Man was purchasing the shares for its own account and without a view to distribute them.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibits Number Description 4.1 Promissory Note, datedMay 11, 2022 , issued byKisses from Italy, Inc. toFourth Man, LLC 4.2 Common Stock Purchase Warrant, datedMay 11, 2022 , issued byKisses from Italy, Inc. toFourth Man, LLC 10.1 Securities Purchase Agreement, datedMay 11, 2022 , by and betweenKisses from Italy, Inc. andFourth Man, LLC 10.2 Registration Rights Agreement, datedMay 11, 2022 , by and between theKisses from Italy, Inc. andFourth Man, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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