Kisses From Italy, Inc. (KITL), Reaches Settlement Agreement with Various Convertible and Senior Preferred Debt Holders

May 13, 2026 9:30 AM EDT | Source: Kisses From Italy, Inc.

New York, New York--(Newsfile Corp. - May 13, 2026) - Kisses From Italy Inc. (OTCID: KITL) (the "Company") today announced that it has reached agreements to restructure senior preferred debt obligations held by Jefferson Street Capital and AJB Capital.

Under the original terms, the debt required the reservation of approximately 3.9 billion shares with a variable-rate conversion structure. Following negotiations, all parties have agreed to amend the terms to a maximum reserve of 500 million shares with a fixed conversion price of $0.01 per share as full settlement of the debt. Management believes these revised terms are substantially less dilutive and significantly more favorable to the Company and its shareholders.

In addition, Company management has entered into final settlement negotiations with Coventry, a holder of previously defaulted convertible debt that could have resulted in substantial dilution to shareholders. The Company has reached an agreement in principle with Coventry's legal representatives for a cash settlement payment of $115,000, and the issuance of 34,000,000 shares of common stock, resulting in the full satisfaction of the debt obligation and the cancellation of previously defaulted share conversions. Upon completion, the debt will be fully extinguished and removed from the Company's balance sheet.

Management believes that restructuring and resolving these liabilities on more favorable terms positions the Company to move forward with the anticipated closing of its proposed transaction with , which currently has a targeted closing date of June 1, 2026.

Following completion of the transaction, the combined entity is expected to operate under the name Regen Health Physicians. Management believes the improved balance sheet structure and revised conversion features will better position the combined company to pursue future capital raises in support of Regen Health Physicians' planned business expansion and rollout strategy.

James W. Zimbler, Interim President of the Company, continues to work closely with debt holders, creditors, and legal counsel to facilitate an orderly restructuring process and merger transaction with Regen Health Physicians. Mr. Zimbler is also coordinating closely with Dr. Dhaliwal, CEO of Regen Health Physicians, and their respective legal teams to finalize the transaction on or before the targeted closing date of June 1, 2026.

Kisses From Italy, Inc. (OTCID: KITL) is a publicly listed U.S.-based company, and was previously a restaurant chain developer, Franchisor and product distributor with locations in North America and Europe. We are transitioning to the aesthetic wellness space, a fast-growing field for women and men's biologics and related types of care.

Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our product development programs and any other statements that are not historical facts. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management's current expectations include those risks and uncertainties relating to our ability to raise capital, the regulatory approval process, the development, testing, production and marketing of our drug candidates, patent and intellectual property matters and strategic agreements and relationships. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law. A complete discussion of the risks and uncertainties that may affect the Company's business, including the business of any of its subsidiaries, is included in "Risk Factors" in the Company's most recent Annual Report as filed by the Company with the OTC Markets.

Corporate Contact
James W. Zimbler
President/CEO/Director
jzimbler@gratiacapitaladvisors.com
631-806-1420

Ajitpal S. Dhaliwal, MD, MBA
Chief Executive Officer, Regen Health Physicians
Healthcare Executive
https://www.linkedin.com/in/ajitpal-singh-dhaliwal/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297170

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Source: Kisses From Italy, Inc.

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