Replies to post #6520 on Kisses from Italy Inc (KITL)

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and how is that not ok ?

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The Company is currently authorized to issue up to 200,000,000 shares of Common Stock, and 25,000,000 shares of Preferred Stock, of which 1,500,000 shares of the Preferred Stock are designed as Series A Preferred Stock, 5,000,000 shares as Series B Preferred Stock and 1,000,000 shares as Series C Preferred Stock. As of the Record Date, we had 183,913,582 shares of Common Stock issued and outstanding and 139,610 shares of Series C Preferred Stock issued and outstanding.
The Amendment will not affect the terms of the outstanding Common Stock or the rights of the holders of the Common Stock. However, the Company’s current Articles of Incorporation authorizes the issuance of 200,000,000 shares of Common Stock of which 183,913,582 shares are outstanding as of the Record Date.

The purpose of the Authorized Share Increase is to make available additional shares of Common Stock for issuance of all the current obligations of the Company to issue Common Stock, including the outstanding convertible securities, and for general corporate purposes without the requirement of further action by the shareholders of the Company. The Series C Preferred Stock is convertible by the holder thereof on the basis of three times the price paid for the shares divided by the floor price of $0.10 established by the Board of Directors. Also, we currently have 1,239,823 options outstanding and 750,000 warrants issued and outstanding. We also hope to be able to require MacRab LLC, a Florida limited liability company, to purchase shares of our common stock pursuant to the terms and provisions of the Standby Equity Commitment Agreement. See the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 30, 2021 for a description of our arrangement with MacRab LLC.

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In evaluating the Authorized Share Increase, the Board also took into consideration negative factors associated with authorized share increases. These factors included the negative perception of authorized share increases by some investors, analysts and other stock market participants, as well as various other risks and uncertainties that surround the implementation of an authorized share increase, including but not limited to the following:
There can be no assurance that the market price per share of the Common Stock after the Authorized Share Increase will remain unchanged. In the long term the price per share depends on many factors, including our performance, prospects and other factors, some of which are unrelated to the number of shares outstanding. If the Authorized Share Increase is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Authorized Share Increase. The history of similar authorized share increases for companies in similar circumstances is varied.
The Board, however, has determined that the potential benefit of the Authorized Share Increase outweighs the potential disadvantages associated with the increase in the authorized shares of Common stock and Preferred stock. The Board believes that such increase would provide greater flexibility to pursue corporate transactions and relationships which have the potential to facilitate the Company’s growth and development and its ability to compete successfully. If we fail to facilitate growth and development, we may not be able to generate revenues or achieve profitability, and our shareholders may lose their entire investment in us.