Item 1.01 Entry into a Material Agreement
On
The Note bears interest at a rate of 10% per annum and is due and payable on
The Note is convertible at the option of Lender, at any time at a fixed
conversion price of
The Warrant issued to Lender 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
The Company's sales of shares of common stock to Lender under the Transaction Documents 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.
The foregoing descriptions of the Transaction Documents are qualified in their
entirety by reference to their full text, copies of which are attached hereto
as Exhibits 4.11, 4.12, and 10.23, each of which is incorporated herein in its
entirety by reference. The Amendment dated
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.
Item 3.02. Unregistered Sales of
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 (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 shares for its own account and without a view to distribute them.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description
4.11 Promissory Note, datedJune 6, 2023 , issued byKisses From Italy, Inc. toFirstfire Global Opportunities Fund, LLC . 4.12 Common Stock Purchase Warrant, datedJune 6, 2023 , issued byKisses From Italy, Inc. toFirstfire Global Opportunities Fund, LLC . 10.23 Securities Purchase Agreement, datedJune 6, 2023 , by and betweenKisses From Italy, Inc. , andFirstfire Global Opportunities Fund, LLC . 10.24 Amendment #1 to the Transaction Documents DatedJune 6, 2023 , by and betweenKisses From Italy, Inc. , andFirstfire Global Opportunities Fund, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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