Kisses From Italy Inc. announced that it has entered into a securities purchase agreement with West Street Capital Partners for private placement of a convertible promissory note in the principal amount of $115,000 for gross proceeds of $105,000 on July 11, 2023. The note bears interest at a rate of 10% per annum, at a fixed conversion price of $0.01 and is due and payable no later than July 11, 2024. The company issued 500,000 commitment shares and a warrant to purchase an additional 862,500 shares of common shares at an exercise price of $0.10 per share.

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 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.