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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/26/19 Kisses From Italy, Inc. 8-K:5,9 12/19/19 2:89K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 18K 2: EX-3.4 Articles of Amendment HTML 38K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 19, 2019
KISSES FROM ITALY, INC.
(Exact name of Company as specified in its charter)
| Florida | 000-52898 | 46-2388377 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
80 SW 8th Street
Suite 2000
(Address of principal executive offices)
(305) 423-7129
(Registrant's Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
C:
| C: |
Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
On December 19, 2019, Kisses from Italy, Inc., a Florida corporation (the “Company”), filed with the Secretary of State of the State of Florida an Amendment to the Articles of Incorporation Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the “Certificate of Designation”). The Certificate of Designation designated 1,500,000 shares of the Company’s authorized preferred stock as Series A Preferred Stock (“Series A Stock”), 5,000,000 shares as Series B Preferred Stock (“Series B Stock”) and 1,000,000 shares as Series C Preferred Stock (“Series C Stock”).
A summary of the material provisions of the Certificate of Designation governing the Series A Stock, the Series B Stock and the Series C Stock is as follows:
Series A Stock
Conversion
The Series A Stock is not convertible.
Voting
Each share of Series A Stock shall entitle the holder to three hundred (300) votes for each share of Series A Stock. Any amendment to the Certificate of Designation requires the consent of the holders of at least two-thirds of the shares of Series A Stock then outstanding.
Dividends
The holders of Series A Stock are not entitled to dividends until and unless determined by the Board of Directors of the Company (the “Board”).
Liquidation Preference
No distribution shall be made to holders of shares of capital stock ranking junior to the Series A Preferred Stock upon liquidation, dissolution or winding-up of the Company. The Series A Stock ranks pari passu with the Series C Stock.
Series B Stock
Conversion
The Series B Stock is convertible at any time by the holder into the number of shares of common stock of the Company based on two times the price paid by the holder paid for the shares. The Board has the authorization to establish a minimum price for the price (so that if the market price of the common stock of the Company drops below the issuance price, the conversion rate will then be based on the minimum price established by the Board and not the price paid for the shares).
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| C: 2 |
Voting
The holders of the Series B Stock shall not be entitled to voting rights except as otherwise provided for in the law.
Dividends
The holders of Series B Stock are not entitled to dividends until and unless determined by the Board.
Liquidation Preference
The holders of Series B Stock shall not be entitled to any distributions upon a liquidation of the Company.
Restrictions of Transferability
The shares of the Series B Preferred Stock shall not, directly or indirectly, be sold, hypothecated, transferred, assigned or disposed of in any manner without the prior written consent of the Board and applicable securities laws.
Series C Stock
Conversion
The Series C Stock is convertible at any time by the holder into the number of shares of common stock of the Company on the basis of three times the price paid for the shares. The Board has established a minimum price for the price paid of $0.10 per share.
Voting
The holders of the Series C Stock shall not be entitled to voting rights except as otherwise provided for in the law.
Dividends
The holders of Series C Stock are not entitled to dividends until and unless determined by the Board.
Liquidation Preference
Upon any liquidation of the Company, the holders of Series C Stock shall be entitled to the amount paid for the shares of Series C Stock prior to the holders of shares ranking junior to the Series C Stock. Upon the holders of the Series C Stock and any series of stock ranking pari passu with the Series C Stock having received distributions to which they are entitled, the remaining assets of the Company shall be distributed to the other holders pro rata in proportion to the shares held by each holder.
Restrictions of Transferability
The shares of the Series C Preferred Stock shall not, directly or indirectly, be sold, hypothecated, transferred, assigned or disposed of in any manner without the prior written consent of the Board and applicable securities laws.
The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirely by reference to the Certificate of Designation which is filed as Exhibit 3.4 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KISSES FROM ITALY, INC. | |
| Dated: December 26, 2019 | By: /s/ Claudio Ferri |
| Name: Claudio Ferri | |
| Title: Chief Executive Officer |
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| 4 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/26/19 | None on these Dates | ||
| For Period end: | 12/19/19 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/16/24 Kisses From Italy Inc. S-1/A 44:4.8M GlobalOne Filings Inc/FA 12/21/23 Kisses From Italy Inc. S-1 46:5.4M GlobalOne Filings Inc/FA 3/31/23 Kisses From Italy Inc. 10-K 12/31/22 48:3.1M GlobalOne Filings Inc/FA 9/08/22 Kisses From Italy Inc. S-1/A 14:403K GlobalOne Filings Inc/FA 8/30/22 Kisses From Italy Inc. S-1/A 41:3.3M GlobalOne Filings Inc/FA 7/05/22 Kisses From Italy Inc. S-1/A 41:3M GlobalOne Filings Inc/FA 4/15/22 Kisses From Italy Inc. 10-K 12/31/21 45:2.5M GlobalOne Filings Inc/FA 1/21/22 Kisses From Italy Inc. S-1 39:3.2M GlobalOne Filings Inc/FA 4/15/21 Kisses From Italy Inc. 10-K 12/31/20 42:1.9M GlobalOne Filings Inc/FA |