8-K

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) December 8, 2021

Cosmos Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54436	27-0611758
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois	60604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 865-0026

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 240.13a-4(c))

Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, $.001 par value	COSM	OTC QX

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 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 8.01 Other Events.

On December 8, 2021 the remaining $750,000 balance of the $2,000,000 note originally issued to Grigorios Siokas, was converted into shares of the Company’s common stock (the “Common Stock”). In addition, the Company has entered in a Securities Purchase Agreement to sell $5,000,000 worth of Series A Preferred Stock to a private investor. That sale is expected to close upon approval of the Company’s application to list its Common Stock on the Nasdaq Stock Market. A proforma balance sheet, dated December 8, 2021, that reflects these transactions is included as Exhibit 99.1 to this report.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 8.01 is incorporated by reference.

The Company issued the Common Stock upon reliance from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Pro Forma Balance Sheet

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COSMOS HOLDINGS INC.
Date: December 8, 2021	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

Exhibit 99.1 Pro Forma Balance Sheet as of December 8, 2021

	As 'Adjusted Pro Forma (1)			Adjustments			September 30, 2021
	(Unaudited)			(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$ 5,683,875			$ 4,650,000			$ 1,033,875
Accounts receivable, net	27,189,507				-		27,189,507
Accounts receivable - related party	2,924,075				-		2,924,075
Marketable securities		211,203			-			211,203
Inventory	3,594,061				-		3,594,061
Prepaid expenses and other current assets	5,912,171				-		5,912,171
Prepaid expenses and other current assets - related party	2,253,351				-		2,253,351
Operating lease right-of-use asset		913,541			-			913,541
Financing lease right-of-use asset		252,051			-			252,051
TOTAL CURRENT ASSETS	48,933,835			4,650,000			44,283,835
Property and equipment, net	1,968,505				-		1,968,505
Goodwill and intangible assets, net		508,267			-			508,267
Other assets		805,264			-			805,264
Deferred tax assets		111,468			-			111,468
TOTAL ASSETS	$ 52,327,339			$ 4,650,000			$ 47,677,339
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$ 11,712,477			$	-		$ 11,712,477
Accounts payable and accrued expenses - related party		81,826			-			81,826
Accrued interest		936,134			-			936,134
Convertible notes payable, net of unamortized discount of $407,206 and $494,973, respectively		685,794			(100,000	)		785,794
Derivative liability - convertible note		115,073			-			115,073
Notes payable	13,914,767			(1,190,475)			15,105,242
Notes payable - related party		474,889			-			474,889
Lines of credit	4,667,324				-		4,667,324
Loans payable		390,000			-			390,000
Convertible loans payable - related party		742,132			(750,000	)	1,492,132
Taxes payable		746,614			-			746,614
Operating lease liability, current portion		173,801			-			173,801
Financing lease liability, current portion		81,070			-			81,070
Other current liabilities		665,119			-			665,119
TOTAL CURRENT LIABILITIES	35,387,020			(2,040,475)			37,427,495
Share settled debt obligation	1,554,590				-		1,554,590
Notes payable - long term portion	3,020,846				-		3,020,846
Operating lease liability, net of current portion		739,832			-			739,832
Financing lease liability, net of current portion		182,169			-			182,169
Other liabilities		101,446			-			101,446
TOTAL LIABILITIES	40,985,903			(2,040,475)			43,026,378
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding as of December 8, 2021		5,000			5,000			-
Common stock, $0.001 par value; 300,000,000 shares authorized; 17,720,723 shares issued as of December 8, 2021		17,720			388			17,332
Additional paid-in capital		37,181,500			7,035,087		30,146,413
Treasury stock, 293,208 and 415,328 shares as of December 8, 2021,		(439,844	)		-			(439,844	)
Accumulated deficit	(25,590,326)				(350,000	)	(25,240,326)
Accumulated other comprehensive income		167,386			-			167,386
TOTAL STOCKHOLDERS' EQUITY	11,341,436			6,690,475			4,650,961
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 52,327,339			$ 4,650,000			$ 47,677,339

(1) Includes conversion of a note since September 30, 2021 and unrealized proceeds from sale of Series A Preferred Stock to a private investor, the closing of which is anticipated to be before the Company’s Common Stock is listed on Nasdaq.

XML

Cover	Dec. 08, 2021
Cover [Abstract]
Entity Registrant Name	Cosmos Holdings Inc.
Entity Central Index Key	0001474167
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Dec. 08, 2021
Entity Incorporation State Country Code	NV
Entity File Number	000-54436
Entity Tax Identification Number	27-0611758
Entity Address Address Line 1	141 West Jackson Blvd
Entity Address Address Line 2	Suite 4236
Entity Address City Or Town	Chicago
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60604
City Area Code	312
Local Phone Number	865-0026
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.001 par value
Trading Symbol	COSM