Current Report Filing (8-k)
25 5월 2023 - 10:30PM
Edgar (US Regulatory)
0001608092
false
0001608092
2023-05-25
2023-05-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
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): May
25, 2023
KISSES
FROM ITALY INC.
(Exact name of registrant as specified in charter)
Florida |
|
000-55967 |
|
46-2388377 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
80
SW 8th Street, Suite 2000
Miami,
FL |
|
33130 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (305)
423-7129
N/A |
(Former name or former address, if changed since last report) |
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 |
None |
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 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
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.
| Item 7.01 | Regulation FD Disclosure. |
On May 25, 2023, Kisses From Italy Inc., a Florida
corporation (the “Company”) issued a press release sharing the name of its new restaurant and brand name and concept. The
new fast-casual brand was created as a result of the Company’s entry into the Strategic Alliance Agreement, effective as of March
1, 2023, with SC Culinary LLC, a New York limited liability company. The new restaurant, brand name and concept will be The Ponte
San’gwich Shoppe & Italian Deli SM, inspired by the tight-knit Italian community, nicknamed “Pontes,”
of Waterbury, Connecticut. The text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 7.01 of this Report,
including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference
in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except
as shall be expressly set forth by specific reference to this Report in such filing.
Cautionary Statements
This filing includes “forward-looking statements.”
All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual
results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no
assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect
the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the Securities
and Exchange Commission. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports
the Company files with the Securities and Exchange Commission. You are urged to carefully review and consider the cautionary statements
and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake
any duty to update any forward-looking statement except as required by law.
| 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 thereunto
duly authorized.
Date: May 25, 2023 |
KISSES FROM ITALY INC.
|
|
By: |
/s/ Claudio Ferri |
|
|
Claudio Ferri
Co-Chief Executive Officer |
Kisses from Italy (QB) (USOTC:KITL)
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