Item 1.01 Entry into a Material Agreement
On
The Note bears interest at a rate of 9% per annum and is due and payable no
later than
The Company has the right to prepay the Note in full at any time upon three
trading days' prior written notice, subject to a prepayment penalty if the Note
is prepaid on or before
The Note is convertible at the option of Lender at any time after
The Company's sales of shares of common stock to Lender under the agreements are limited to no more than the number of shares that would result in the beneficial ownership by Lender and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. For as long as the Note is outstanding, the Company must have authorized and reserved, free of preemptive rights, six times the number of shares that would be issuable upon full conversion of the Note (initially 25,846,153 shares), subject to the 4.99% beneficial ownership limitation.
The Company and Lender made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications.
The foregoing descriptions of the Purchase Agreement and the Note are qualified in their entirety by reference to the full text of the Purchase Agreement and the Note, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, 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 and the shares of the Company's common stock issuable thereunder by the Company to Lender were 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 Lender to the Company that, among others, it is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that it was purchasing the Note and the shares issuable thereunder 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$70,000 Convertible Promissory Note, datedJuly 26, 2022 10.1 Securities Purchase Agreement, datedJuly 26, 2022 , by and betweenKisses from Italy, Inc. and 1800Diagonal Lending LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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