Kisses from Italy, Inc. announced that it has entered into a securities purchase agreement with Fourth Man, LLC for private placement of a convertible promissory note in the principal amount of $150,000 at an original issue discount of 10% for gross proceeds of $135,000 on May 11, 2022. The note bears interest at a rate of 12% per annum and is due and payable no later than November 11, 2022. 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 November 11, 2022, by the company prior to maturity and upon default of the note, the interest increases to 16%.

The note is convertible at a fixed conversion price of $0.025, subject to standard adjustments. The company will pay $3,000 to cover the investor legal fees in connection with the transaction. The company also issued a warrant to the investor for the purchase of up to 1,500,000 common shares, at an exercise price of $0.10 per share.

The warrant is exercisable on the earlier of 180 days from the date it was issued. All the securities issued under the transaction are in reliance on the exemptions provided by Section 4(2) of the Act and Regulation D.