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) July 19, 2022

 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.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, par value $.001	COSM	The Nasdaq Capital Market

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))

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 July 19, 2022, Cosmos Holding, Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) to acquire Pharmaceutical Laboratories Cana, S.A. (“Cana”), a company organized under the laws of Greece through our purchase of one hundred (100%) percent of the shares of Cana Laboratories Holding (Cyprus) Limited (the “SPV”). 

Founded in 1928, Cana has manufactured and distributed a broad range of proprietary pharmaceutical and health related products.  Furthermore, it has operated as a trusted partner of multinational pharmaceutical companies, such as AstraZeneca, Janssen, Merck and Viatris, as well as some of the largest Fast Moving Consumer Goods (FMCG) companies, such as Nestle, Unilever and P&G.  In the last decade, Cana Laboratories’ activities also ventured into medical devices, representing major medical technology companies, such as Medtronic, Stryker and others in the Greek market.

Cana’s 54,000 square foot owned production site, located in Athens, Greece, is European Good Manufacturing Practices (GMP) certified by EMA to manufacture pharmaceuticals, food supplements, cosmetics, biocides and medical devices.  It has a variety of production lines that can service solid, orals, semi solids and liquids.  Cana is ISO 9001:2015 certified.  Cana’s diversified customer base includes public and private hospitals, pharmacies, supermarkets, wholesalers, etc.  Furthermore, its proprietary product portfolio includes pharmaceuticals, dermocosmetics, antiseptics, and food supplements, as well as its infant care organic product line, Biobebe.  Total consideration for the proposed acquisition consists of €1,700,000 in cash and 433,334 shares of Cosmos common stock, at an issuance price of $3.00 per share ($1,300,000 in total), both paid to the shareholders of the SPV.

The SPV will first acquire one hundred (100%) percent of the outstanding capital stock of Cana, in accordance with Cana’s objections under a Restructuring Plan submitted to the Greek Courts of Law on December 20, 2021 (the “Pre Pack Agreement”).  Cosmos will issue a Secured Note to the SPV (subject to the SPV having acquired Cana to be paid within thirty (30) days of the date of ratification by the Greek Courts of the Pre Pack Agreement), amounting to €4,000,000.  The Secured Note will have a five-year Maturity Date and shall accrue fixed interest at five (5%) percent per annum.  The Secured Note will be secured by (1) a pledge over all of the SPV’s shares currently held by the SPV owners and (2) a Security Agreement over the SPV’s assets (including 100% of the shares of Cana and Cana’s assets).  The proceeds of the Secured Note are to be used to pay approximately €3,300,000 of debt and the remaining €700,000 for working capital.

From the signing of the Secured Note and the disbursement of any funds until Closing, the SPV Sellers will be prohibited from entering into any other transaction, such as the issuance of new capital shares and the signing of any equity mechanism, such as a convertible note or bond.

Pursuant to a Securities Purchase Agreement (the “SPA”) with the SPV owners, Cosmos shall pay them an aggregate of €1,700,000, of which €1,200,000 shall be held in a U.S.-based escrow account upon the signing of the SPA to be held until closing, and €500,000 will be paid in cash within one hundred twenty (120) days of the signing of the SPA.  Under the SPA, the Company will issue $1,300,000 in Cosmos Common Stock, consisting of 433,334 restricted shares, at an issuance price of $3.00 per share.  In the event that upon closing of the SPA, the market price would be higher than $3.00 per share, then the number of shares and the issuance price will be adjusted at the market price to equal $1,300,000.

Certain current managers of Cana will remain managing directors of Cana.  The parties will negotiate in good faith customary service agreements for the managing directors, whereby the parties agree that the economic terms of such new agreements shall be equal or more favorable for the managing directors compared to their current service agreements.

The parties agreed to an Exclusivity Period from the signing of the LOI until thirty (30) days past the date of Court Approval of the Pre Pack Agreement.

-2-

Cosmos’ obligations to close the proposed Transaction upon the execution of the definitive SPA, Secured Note, the Pledge and Security Agreement, the Escrow Agreement and other Transaction Documents will be subject to:  (1) the SPV having acquired Cana; (2) ratification by the Greek Courts of the Pre Pack Agreement; and (3) customary closing conditions, including, but not limited to: (a) Cosmos’ satisfactory completion of due diligence, (b) the approval of the Transaction by the Board of Directors and/or the stockholders of Cosmos and Cana, if required, and (c) confirmation from Cosmos’ auditors that the financial statements of Cana and the SPV can be audited in accordance with PCAOB and SEC rules and regulations.

Item 9.01 Financial Statement Exhibits

Exhibit Index

Exhibit No.	Description
10.1	Binding Letter of Intent dated July 19, 2022 by and among Cosmos Holdings, Inc., Pharmaceutical Laboratories Cana, S.A., and Cana Laboratories Holding (Cyprus) Limited.
99.1	Press Release dated July 20, 2022, titled “Cosmos Holdings Announces Agreement to Acquire Cana Laboratories, a Legacy European Pharmaceutical Company Established in 1928; Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

-3-

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: July 25, 2022	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer

-4-

EX-10.1

EXHIBIT 10.1

BINDING

LETTER OF INTENT (LOI)

This Letter of Intent (“LOI”) sets forth the terms and conditions for a proposed acquisition and financing by Cosmos Holdings, Inc. (“Cosmos”), a corporation organized under the laws of the State of Nevada, with Company I.R.S number (27-0611758),located at 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604, of Pharmaceutical Laboratories Cana S.A. (the “Company”), a company organized under the laws of Greece with Company number (ΓΕΜΥ) 237301000, VAT number 094007210, located at 446 Irakliou Avenue, Iraklio 14122, Attica, Greece, via the acquisition of Cana Laboratories Holding (Cyprus) Limited (SPV), a corporation organized under the laws of Cyprus, with Company number HE341107, VAT number 10341107U located at Arsinois 12, Agia Marina Chrisochous, 8881 Paphos from the owners of the SPV (the “SPV Owners”, together with the SPV and the Company, the “Sellers”).

Company is the owner of a fully licensed, operational GMP (Good Manufacturing Practices) facility that manufactures health products under the following categories of the Greek Regulatory Authorities: (a) Pharmaceuticals, (b) Food Supplements, (c) Cosmetics, (d) Medical Devices and (e) Biocides. The afore-mentioned license categories permit the Company to manufacture subcategories of products such as nutraceuticals and dermocosmetics.

This LOI is intended to be a binding agreement setting out the basic terms of the acquisition and financing, and shall be superseded by a definitive Sales and Purchase Agreement (“SPA”) and Secured Promissory Note (“Secured Note”) and related transaction documents as described herein (“Transaction Documents”) entered by the parties governing the Transaction (as defined below).

Transaction:	The overall transaction as described below (the “Transaction”) shall consist of two simultaneous transactions:  (1) pursuant to the Secured Note, Cosmos shall provide financing to the SPV; and (2) pursuant to the SPA, Cosmos shall, directly or indirectly through a subsidiary, acquire all of the outstanding shares of capital stock of the SPV (the “SPV Shares”), free and clear of all encumbrances, in exchange for cash and shares of Cosmos stock (Nasdaq COSM), payable (and/or issued) to the SPV Owners
	Due to the time sensitivity of the Transaction (in relation to the Company’s obligations borne by the Restructuring Plan submitted to the Greek Courts of Law on December 20th 2021 (Pre Pack Agreement), the SPV first will acquire the totality of the outstanding shares of capital stock of the Company, free and clear of all encumbrances, thus undertaking to execute the obligations, within the timelines, as established in the Pre Pack Agreement.
	Cosmos will issue a  Secured Note to the SPV (subject to the SPV having acquired the Company and within 30 days of the date of ratification by the Greek Courts of the Pre Pack Agreement and subject to such acquisition and ratification), amounting to €4,000,000, whose use of proceeds are defined in Annex 1 attached to this LOI.  The Secured Note will have a 5-year Maturity Date and shall accrue fixed interest at 5% per annum.

-1-

	The Secured Note will be secured by (1) a Share Pledge over the SPV’s shares by the SPV Owners and (2) a Pledge over the SPV’s assets (including 100% of the shares of the Company and the Company’s assets) (together, the “Pledge Agreements”).
	The SPA will be signed by Cosmos, the SPV Owners and the SPV with terms as described below.
	The closing of the Transaction has to be completed by December 31st 2022 (the “Closing”).
Due Diligence:	Further to the documents and information already shared with Cosmos following the Confidentiality Agreement signed by the Parties on December 17th 2021, from and after the date of this LOI, the SPV’s management and the Company’s management shall allow Cosmos and its advisors full access to the SPV’s and the Company’s facilities, records, key employees and advisors for the purpose of completing Cosmos’s due diligence review. The due diligence investigation will include, but is not limited to, a complete review of the SPV’s and the Company’s financial, legal, tax, environmental, intellectual property and labor records and agreements, and any other matters as Cosmos’s accountants, tax and legal counsel, and other advisors deem necessary.  For the avoidance of doubt, the due diligence shall include a PCAOB audit of the Company and the SPV.
SPA Purchase Price:	Cosmos, the SPV Owners and the SPV (that shall own 100% of the Company prior to signing of the SPA) agree that the purchase price for 100% of the Shares of the SPV pursuant to the SPA, shall be €1,700,000 paid in cash to the SPV Owners plus $1,300,000 paid in Cosmos’s common stock to the SPV Owners, as defined in Annex 2.  Cosmos shall deposit the cash portion of the purchase price into a U.S. based escrow account for the benefit of the SPV Owners to be released at Closing pursuant to an escrow agreement (the “Escrow Agreement”).  [Cosmos] will cover the costs of the escrow.
Conditions:	Cosmos’s obligation to close the proposed Transaction via the execution of the definitive SPA, Note and other Transaction Documents will be subject to:  (1) the SPV having acquired the Company; (2) ratification by the Greek Courts of the Pre Pack Agreement; and (3) customary conditions; including, but not limited to: (a) Cosmos’s satisfactory completion of due diligence, (b) the approval of the Transaction by the Board of Directors and/or the stockholders of Cosmos and the Company, (c) confirmation from Cosmos’s auditors that the financial statements of the Company and the SPV can be audited in accordance with PCAOB and SEC rules and regulations.
Management Condition:	Parties agreed that certain current managers of the Company and the SPV will remain managing directors of the Company and the SPV. Parties will negotiate in good faith customary service agreements for the managing directors, whereby the Parties agree that the economic terms of such new agreements shall be equal or more favorable for the managing directors compared to their current service agreements.

-2-

Definitive Agreements:	In addition to the provisions specifically described herein, the SPA, the Secured Note, the Pledge Agreements, the Escrow Agreement and any other Transaction Documents will contain standard representations, warranties, survival periods, indemnification, limits on indemnification, covenants, termination rights and other provisions appropriate for a transaction of the type contemplated herein, , as may be required under US securities Rule 144.
Exclusivity:	In consideration of the expenses that Cosmos has incurred and will incur in connection with the proposed Transaction, the Company and the SPV agree to define the “Exclusivity Period” as the period from signing of the LOI until 30 natural days post the date of the Court Approval of the Pre Pack Agreement. During the Exclusivity Period, neither the Company, the SPV, the SPV Owners, nor any of their respective representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates (the “Seller Group”) shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons other than Cosmos and its affiliates (an “Acquisition Proposal”) to acquire all or any significant part of the business and properties, capital stock or capital stock equivalents of the Company and the SPV, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, or provide any non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with Cosmos. The Company and the SPV each agrees to immediately notify Cosmos if any member of the Seller Group receives any indications of interest, requests for information or offers in respect of an Acquisition Proposal, and will communicate to Cosmos in reasonable detail the terms of any such indication, request or offer, and will provide Cosmos with copies of all written communications relating to any such indication, request or offer. Immediately upon execution of this LOI, the Company, the SPV and the SPV Owners shall, and shall cause the Seller Group to, terminate any and all existing discussions or negotiations with any person or group of persons other than Cosmos and its affiliates regarding an Acquisition Proposal. The Company, the SPV and the SPV Owners each represents that no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this LOI.
Expenses:	Cosmos agrees that the audit and due diligence shall be conducted at its sole expense.
Confidentiality:	The parties acknowledge that Cosmos is publicly traded on the U.S. NASDAQ (ticker symbol: COSM), and this LOI or a respective press release may be published or otherwise filed with the Securities and Exchange Commission, further approval by the Company. Any other obligations for non-disclosure are governed by the Confidentiality Agreement signed by the Parties on December 17, 2021.

-3-

Expiration; Termination:	This LOI will remain in effect until 11:59 PM, New York time, on December 31, 2022, unless earlier terminated by the mutual written agreement of the parties.
Governing Law; Forum	This LOI shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.
	The parties hereby consent to the concurrent jurisdiction exclusive jurisdiction of the courts of the State of New York and the United States located in New York County, New York in connection with any suit, action or proceeding arising out of or relating in any manner to this LOI, and each of the parties further irrevocably agree to waive any objection to the venue of any such suit or proceeding in either court, or to in personam jurisdiction.
Miscellaneous:	This LOI may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement. The headings of the various sections of this LOI have been inserted for reference only and shall not be deemed to be a part of this LOI.
	This LOI contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof (with the express exclusion of the Confidentiality Agreement signed on December 17th, 2021). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
Third Party Beneficiaries:	Except as specifically set forth or referred to herein, nothing herein is intended or shall be construed to confer upon any person or entity other than the parties and their successors or assigns, any rights or remedies under or by reason of this LOI.

[no further text on this page]

-4-

If you agree with the terms set forth above and desire to proceed with the proposed Transaction on that basis, please sign this LOI in the space provided below.

Dated: July 19, 2022

COSMOS HOLDINGS, INC.
By:	/s/ Grigorios Siokas
Name:	Grigorios Siokas
Title:	CEO

Agreed and Accepted:

PHARMACEUTICAL LABORATORIES CANA S.A.

By:	/s/ Konstantinos-Gaston Kanaroglou
Name:	Konstantinos-Gaston Kanaroglou
Title:	President & CEO

CANA LABORATORIES HOLDING (CYPRUS) LIMITED

By:	/s/ Dimitra Tsogka	By:	/s/ Konstantinos-Gaston Kanaroglou
Name:	Dimitra Tsogka	Name:	Konstantinos-Gaston Kanaroglou
Title:	Legal Representative	Title:	Owner
		By:	/s/ Konstantina-Mathilde Kanaroglou
		Name:	Konstantina-Mathilde Kanaroglou
		Title:	Owner

-5-

Annex 1

Secured Note

Secured Note characteristics:

1.	Amount: €4,000,000
2.	Disbursement Maturity: 30 days after ratification date of the Pre Pack Agreement by the Greek court and acquisition of the Company by the SPV.
3.	Restrictions: from the signing of the Secured Note and the disbursement of the above-mentioned amount and until Closing, the Sellers will be prohibited from entering into any other transaction such as the issuance of new capital shares and the signing of any equity mechanism like convertible note or bond etc.
4.	Maturity Date and Interest: 5 years from disbursement with interest fixed at 5% per annum.

Use of Proceeds of the Secured Note:

1. €4,000,000 will be used as a capital increase to the Company to cover:

a.	Payment of €2,700,000 to Cepal within 2 months (30 days specified by the Pre Pack Agreement plus a further 30 days allowance specified by Greek Law) of the date of ratification of the Pre Pack Agreement by the Greek Courts.
b.	Payment of €600,000 to insurance funds EFKA, TAYFE and TEAYFE, (the exact amount will be determined depending on the date of ratification of the Pre Pack Agreement by the Greek Courts) within 2 months of the date of ratification of the Pre Pack Agreement by the Greek Courts.
c.	Remaining €700,000 shall be used as working capital by the Company.

[no further text on this page]

-6-

Annex 2

SPA

Paid in Cash : €1,700,000

1.	The amount of €1,200,000 will be paid in cash into an escrow account upon the signing of the SPA between Cosmos and the SPV Owners.
2.	The amount of €500,000 will be paid in cash within 120 days of the signing of the SPA between Cosmos and the owners of the SPV.

Paid in Stock: $1,300,000

At Closing, #433,334 Restricted Cosmos Stock (as defined below) for the amount of $1,300,000 at an issuance price of $3.00 per share will be issued  the SPV Owners. In the event that at Closing of the SPA the market price would be higher than $3.00 per share, then the number of shares and the issuance price will be adjusted at the market price accordingly to the amount of $1,300,000.

Restricted Cosmos Stock has the following characteristics: SEC Rule 144 requires a selling security holder to hold shares of a reporting company for six months after the securities are fully paid.

[no further text on this page]

-7-

EX-99.1

EXHIBIT 99.1

Cosmos Holdings Announces Agreement to Acquire Cana Laboratories, a Legacy European Pharmaceutical Company Established in 1928;Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands

CHICAGO, July 20, 2022  -- Cosmos Holdings, Inc. (“the Company") (Nasdaq: COSM), an international pharmaceutical company with a proprietary line of nutraceuticals and distributor of branded and generic pharmaceuticals, nutraceuticals, OTC medications and medical devices, today announced that it has entered into a binding letter of intent to acquire Pharmaceutical Laboratories CANA S.A., (“Cana”) a Greek pharmaceutical company that manufactures, sells, distributes, and markets original branded products researched and developed by leading global pharmaceutical and healthcare companies.

Founded in 1928, Cana has manufactured and distributed a broad range of proprietary pharmaceutical and health related products. Furthermore, it has operated as a trusted partner of multinational pharmaceutical companies such as AstraZeneca, Janssen, Merck and Viatris as well as some of the largest Fast Moving Consumer Goods (FMCG) companies such as Nestle, Unilever and P&G. In the last decade, Cana Laboratories’ activities also ventured into medical devices, representing major medical technology companies such as Medtronic, Stryker and others in the Greek market.

Cana’s 54,000 sq. ft owned production facility  located in Athens, Greece, is licensed under European Good Manufacturing Practices (GMP) and certified by EMA to manufacture pharmaceuticals, food supplements, cosmetics, biocides and medical devices. It has a variety of production lines that can produce solids, orals, semi solids and liquids. The company is ISO 9001:2015 certified.  Cana’s diversified customer base includes public & private hospitals, pharmacies, supermarkets, wholesalers, etc. Furthermore, its proprietary product portfolio includes pharmaceuticals, dermocosmetics, antiseptics, and food supplements, as well as an infant care organic product line, Biobebe.

Kosta Kanaroglou, CEO of Cana Laboratories, stated, “We are pleased to be joining the Cosmos team as they share our dedication to health and wellness, as well as our high quality product standards. Cana is a 4th generation family business with the vision  to serve the community by developing, manufacturing and distributing products that offer innovative solutions to patients, while adhering to the highest standards of business ethics. This acquisition should allow Cana to grow its contract manufacturing customer base, reposition its existing product portfolio and invest in new proprietary products. We look forward to being part of the Cosmos family and assisting in the development and launching of innovative pharmaceutical products together.”

Greg Siokas, Chief Executive Officer of Cosmos Holdings, commented, “We welcome Cana to our group, an acquisition that delivers on our commitment to grow via strategic M&As. We believe this acquisition not only will allow us to realize numerous synergies but will also be a transformative for Cosmos by strengthening our vertical integration and expanding our product portfolio. Cana’s extensive commercial experience and diversified customer base will also prove to be invaluable as we execute on relaunching and expanding several brands. We look forward to working with Kosta Kanaroglou and his team to build upon Cosmos’ success.”

1

Additional details on the transaction will be available in the Company’s Form 8-K to be filed with the U.S. Securities and Exchange Commission.

About Pharmaceutical Laboratories CANA S.A.

Pharmaceutical Laboratories CANA S.A. is a Greek company founded in 1928, that manufactures and distributes a wide range of pharmaceutical and health related products, both proprietary as well as in partnership with multinational companies. More information about Cana can be found at www.cana.gr.

About Cosmos Holdings, Inc.

Cosmos Holdings Inc. (Nasdaq: COSM) is an international healthcare group that was incorporated in 2009 and is headquartered in Chicago, Illinois. The group in engaged in the nutraceuticals sector through its own proprietary lines of products “Sky Premium Life” and “Mediterranation”. Cosmos Holdings Inc. is operating in the pharmaceutical sector as well, through the provision of a broad line of branded generics and OTC medications. In addition, the group is involved in the healthcare distribution sector through its subsidiaries in Greece and UK serving retail pharmacies and wholesale distributors. Cosmos Holdings Inc. is strategically focusing on the R&D of novel patented nutraceuticals (IP) and specialized root extracts as well as on the R&D of proprietary complex generics and innovative OTC products. Cosmos has developed a global distribution platform and is currently expanding throughout Europe, Asia and North America. Cosmos Holdings has offices and distribution centers in Thessaloniki and Athens, Greece and Harlow, UK. More information is available at www.cosmosholdingsinc.com and www.skypremiumlife.com.

Forward-Looking Statements

With the exception of the historical information contained in this news release, the matters described herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by, or that otherwise, include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could”, are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. These statements, involve unknown risks and uncertainties that may individually or materially impact the matters discussed, herein for a variety of reasons that are outside the control of the Company, including, but not limited to, the Company’s ability to raise sufficient financing to implement its business plan, the impact of the COVID-19 pandemic and the war in Ukraine, on the Company’s business, operations and the economy in general, and the Company’s ability to successfully develop and commercialize its proprietary products and technologies. Readers are cautioned not to place undue reliance on these forward- looking statements, as actual results could differ materially from those described in the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s filings with the SEC, which are available at the SEC’s website (www.sec.gov). The Company disclaims any intention or obligation to update, or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:

Crescendo Communications, LLC

Tel: 212-671-1020

Email: COSM@crescendo-ir.com

2

XML

Cover	Jul. 19, 2022
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	Jul. 19, 2022
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	27-0611758
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	000-54436
Entity Address Address Line 1	141 West Jackson Blvd, 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
Trading Symbol	COSM
Security Exchange Name	NASDAQ
Security 12b Title	Common Stock, par value $.001