---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-23-004983"
form_type: "8-K"
ticker: "KITL"
cik: "0001608092"
company_name: "Kisses From Italy Inc."
filed_at: "2023-07-18T23:59:59+00:00"
generated_at: "2026-06-13T07:04:07.411996+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Kisses from Italy raises $105K via 10% Note with OID; issues 500K commitment shares and 862.5K warrants

## Summary
- Issued $115,000 principal 10% promissory note to GS Capital Partners; net proceeds $105,000 after $10,000 OID.
- Note convertible at $0.01/share; default conversion price drops to $0.005 with 24% default interest.
- Commitment shares of 500,000 common shares; warrant for 862,500 shares at $0.10 exercise price, five-year term.
- Returnable shares of 1,500,000 to Buyer unless uncured default during 12-month term.
- Company restricted from raising >$450K from other investors while Note outstanding.

## SEC filing metadata
- accession: 0001683168-23-004983
- form_type: 8-K
- ticker: KITL
- cik: 0001608092
- company_name: Kisses From Italy Inc.
- filed_at: 2023-07-18T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1608092/000168316823004983/0001683168-23-004983-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1608092/000168316823004983/kisses_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-23-004983
- JSON: https://secwatch.observer/filing/0001683168-23-004983.json
- Plain text: https://secwatch.observer/filing/0001683168-23-004983.txt

## Key facts
- Debt Financings
  Kisses From Italy Inc. incurred convertible notes of $115,000.00 with GS Capital Partners, LLC at 10% per annum maturing July 11, 2024.
  - Instrument: convertible notes
  - Principal: $115,000.00
  - Counterparty: GS Capital Partners, LLC
  - Rate: 10% per annum
  - Maturity: July 11, 2024
  - Event: incurrence
  source text: (the “Purchase Agreement”) with GS Capital Partners, LLC, (the “Buyer”), pursuant to which the Company issued to the Buyer a 10% promissory note in the principal amount of $115,000.00 (the “Note”). The Company received $105,000.00 gross proceeds from the Buyer due to the original issue discount on the Note of $10,000. In connection with the execution and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1608092/000168316823004983/0001683168-23-004983-index.htm
- Material Agreements
  Kisses From Italy Inc. entered into Securities Purchase Agreement with GS Capital Partners, LLC valued at $115,000.00 (effective 2023-07-11).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: GS Capital Partners, LLC
  - Value: $115,000.00
  - Effective: 2023-07-11
  source text: On July 11, 2023 (the “Issue Date”), Kisses from Italy, Inc., a Florida corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GS Capital Partners, LLC, (the “Buyer”), pursuant to which the Company issued to the Buyer a 10% promissory note in the principal amount of $115,000.00 (the “Note”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1608092/000168316823004983/0001683168-23-004983-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.