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) August 4, 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 1.01 Entry into a Material Definitive Agreement

 

Cosmos Holdings, Inc. (the “Company”) entered into a Debt Exchange Agreement (the “Agreement”) dated as of August 4, 2021, with a senior institutional lender (the “Lender”), SkyPharm S.A., a wholly-owned Greek subsidiary of the Company, and Grigorios Siokas, the Company’s Chief Executive Officer, as Guarantor. A copy of the Agreement is attached hereto as Exhibit 10.1. The parties to the Agreement had entered into a senior loan, as amended, as of June 30, 2020 (the “Loan”) pursuant to which the Loan had been reduced to EUR 2,700,000 (the “Debt”).

 

The Agreement provides for the issuance by the Company of 321,500 shares of common stock (the “Exchange Shares”), at the rate of $5.00 per share, in exchange for the repayment of €1,350,000 (One Million Three Hundred and Fifty Thousand Euros) principal amount effective upon the closing of the Agreement and 238,000 shares at an exchange rate of $5.00 per share, or at market value if the price is above $5.00 per share,effective upon approval of listing of the Company’s common stock on Nasdaq in exchange for €1,000,000 of the Debt.

 

The market price at the time this Agreement was negotiated was $4.09 per share.

  

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit 10.1

Debt Exchange Agreement dated as of August 4, 2021 by and among a senior institutional lender, Cosmos Holdings, Inc. and SkyPharm S.A.

 

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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: August 10, 2021	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer

   

 

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