Director Compensation

No compensation was awarded to, earned by, or paid to our current director for services rendered in any capacities to us for the fiscal years ended December 31, 2016 and 2015.

We have no formal plan for compensating our directors for their services in their capacity as directors. In the future we may grant options to our directors to purchase shares of common stock as determined by our Board of Directors or a compensation committee that may be established.

NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED BY CONSENTING STOCKHOLDERS

The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on September 1, 2017 as the Record Date for the determination of Stockholders who are entitled to receive this Information Statement.

You are being provided with this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Transactions will not become effective until at least 21 calendar days after the mailing of this Information Statement.

This Information Statement is being mailed on or about September 11, 2017 to all Stockholders of record as of the Record Date.

NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements in this document contain forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are based upon current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this document include statements about future financial and operating results and the proposed transaction. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. For example, if the Company does not receive required shareholder or governmental approvals or fails to satisfy other conditions to closing, the transaction will not be consummated. In any forward-looking statement in which the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the risk that Cornerstone and Sustainable may not be succeed; costs related to the proposed merger; failure of the Company’s shareholders to approve the proposed merger; and other economic, business, competitive and/or regulatory factors affecting Cornerstone and Sustainable businesses. All forward-looking statements included herein are based on information available to the Company on the date hereof. The Company undertakes no obligation (and expressly disclaims any such obligation) to update forward-looking statements made herein to reflect events or circumstances after the date hereof or to update reasons why actual results could differ from those anticipated in such forward-looking statements.

MARKET PRICE INFORMATION AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the OTC Markets under the symbol “COSM.” The following table sets forth, for the periods indicated, the high and low closing sale prices for our common stock as reported by the OTC Markets. The quotations reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions. The historical high and low prices below do not reflect the proposed 1 for 10 Reverse Stock Split. Following the Reverse Stock Split, we expect that our common stock will continue to be quoted and traded on the OTC Markets.

* The quotations do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

As of August 25, 2017, there were approximately 224 holders of record of our common stock.

On September 6, 2017, the latest practicable date before the mailing of this information statement, the last sale price of our common stock as reported on the OTC Markets was $________ per share.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, information statements and other information with the SEC. You may read and copy any reports, statements or information that we file with the SEC at the SEC’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. The public reference room in Washington, D.C. is located at 100 F Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the Internet web site maintained by the SEC at http://www.sec.gov.

If you are a Company stockholder, you may obtain, without charge, a copy of the Annual Report on Form 10-K for the year ended December 31, 2016, and the most recent Quarterly Report on Form 10-Q of the Company, including the financial statements required to be filed in such reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, IN ADDITION TO THE OTHER INFORMATION INCLUDED ELSEWHERE IN THIS INFORMATION STATEMENT AND THE DOCUMENTS THAT THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Investing in our common stock involves a high degree of risk. Any of the following risks along with those mentioned in our December 31, 2016 Form 10-K, could materially adversely affect our business, operating results and financial condition could result in a complete loss of your investment.

In addition to the other information in this Information Statement, the following risk factors should be considered carefully in evaluating the Company and its business. This disclosure is for the purpose of qualifying for the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. It contains factors that could cause results to differ materially from such forward-looking statements. These factors are in addition to any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statement.

The following matters, among other things, may have a material adverse effect on the business, financial condition, liquidity, or results of operations of the Company. Reference to these factors in the context of a forward-looking statement or statements shall be deemed to be a statement that any one or more of the following factors may cause actual results to differ materially from those in such forward-looking statement or statements. Before you invest in our common stock, you should be aware of various risks, including those described below. Investing in our common stock involves a high degree of risk. You should carefully consider these risk factors, together with all of the other information included in this information statement, before you decide whether to purchase shares of our common stock. Our business and results of operations could be seriously harmed by any of the following risks. The trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment.

Risks Related to the Company

Our Common Stock is quoted on the OTC Markets, which may limit the liquidity and price of our Common Stock more than if our Common Stock were quoted or listed on the Nasdaq Stock Market or another national securities exchange.

Our securities are currently quoted on the OTC Markets, Inc., an inter-dealer automated quotation system for equity securities. Quotation of our securities on the Bulletin Board may limit the liquidity and price of our securities more than if our securities were quoted or listed on the Nasdaq Stock Market or another national securities exchange. As an OTC quoted company, we do not attract the extensive analyst coverage that accompanies companies listed on exchanges. Further, institutional and other investors may have investment guidelines that restrict or prohibit investing in securities traded on the Bulletin Board. These factors may have an adverse impact on the trading and price of our Common Stock.

The trading price of our common stock may decrease due to factors beyond our control.

Our stock is currently quoted on the OTC Markets. The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our common stock. If our shareholders sell substantial amounts of their common stock in the public market, the price of our common stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.

The application of the “penny stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares.

The Securities and Exchange Commission (the “SEC”) has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.

We depend highly on our current chief executive officer, Grigorios Siokas, whose unexpected loss may adversely impact our ability to continue the business and complete the Merger and with whom we do not have a formal employment agreement.

We currently rely heavily on the expertise, experience and continued services of Grigorios Siokas, our Chief Executive Officer. We presently do not have an employment agreement with Mr. Siokas and there can be no assurance that we will be able to retain him or, should he choose to leave us for any reason, to attract and retain a replacement or additional key executives.

We do not pay dividends on our Common Stock.

We have not paid any dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We plan to retain earnings, if any, to finance the development and expansion of our business.

Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Of 2002 Could Have A Material Adverse Effect On Our Business And Stock Price.

Section 404 of the Sarbanes-Oxley Act of 2002 (“the Sarbanes-Oxley Act”) requires that we establish and maintain an adequate internal control structure and procedures for financial reporting and include a report of management on our internal control over financial reporting in our annual report on Form 10-K. That report must contain an assessment by management of the effectiveness of our internal control over financial reporting and must include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

Rule 144 Related Risk.

Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

provided , in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

THE REVERSE STOCK SPLIT

Overview

The following is a summary of the principal terms of the Reverse Stock Split. This summary does not contain all information that may be important to you. We encourage you to read carefully this information statement, including the exhibits and the documents we have incorporated by reference into this information statement, in their entirety.

Beneficial owners representing over 74% of the total possible votes outstanding have approved an amendment to our Articles of Incorporation which would authorize our board of directors, among other thing, to effect a Reverse Stock Split of all outstanding shares of our common stock at an exchange ratio of one-for-ten (10).

Upon completion of the Reverse Stock Split and Merger, we will have a total of approximately 12,820,303 shares of common stock issued and outstanding.

Our board of directors has approved and adopted the amendment to our articles of incorporation to effect the Reverse Stock Split.

Reasons For The Reverse Stock Split

Our primary purpose in considering the Reverse Stock Split is to reduce the amount of shares of our common stock currently outstanding with a proportionate increase in the purchase stock price to enable more brokers and investors to be able to purchase our securities.

Our common stock is traded on the OTC Markets under the symbol “COSM”. As of September 6, 2017, the trading price of our common stock was $____ per share. We cannot assure you that a Reverse Stock Split would likely initially increase proportionately in the trading price of our common stock.

The Reverse Stock Split May Not Result In An Increase In The Per Share Price Of Our Common Stock; There Are Other Risks Associated With The Reverse Stock Split.

The Board of Directors expects that a Reverse Stock Split of our Common Stock will increase the market price of the Common Stock. However, we cannot be certain whether the Reverse Stock Split would increase the trading price for the Common Stock. The history of similar stock split combinations for companies in like circumstances is varied, with many companies losing substantial market value after a Reverse Stock Split. There is no assurance that:

The market price of the Common Stock would also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. The trading price of our common stock may change due to a variety of other factors, including our operating results, our financial condition, other factors related to our business and general market conditions. If the Reverse Stock Split 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 Reverse Stock Split. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

Our common stock is traded on the OTC Markets under the symbol “COSM”. Upon effectiveness of the Reverse Stock Split, the price of our stock will be adjusted, at least initially, by the same 1:10 ratio. We cannot determine the exact price of our stock upon effectiveness of the Reverse Stock Split. There is no guarantee that the adjusted price will be based exactly on the 1:10 ratio or that the adjusted price will remain at the adjusted price for any period of time.

Potential Effects Of The Reverse Stock Split

Number of Stockholders; Par Value and Authorized Shares . As of the date of this Information Statement, there are 300,000,000 shares of common stock authorized at a par value of $0.001 per share and there were approximately 224 stockholders of record. The Reverse Stock Split will not affect the number of stockholders of record, the number of authorized shares or the par value of our common stock stated in our Articles of Incorporation.

Voting Rights . Holders of common stock will continue to have one vote for each share of common stock owned after the Reverse Stock Split. Consequently, the voting and other rights of the holders of the common stock will not be affected by the Reverse Stock Split (other than as a result of the reduction of the number of shares held by our current stockholders).

Issuance of Additional Shares . The number of authorized but unissued shares of common stock will effectively be increased significantly by the Reverse Stock Split because the 128,203,032 shares outstanding prior to the Reverse Stock Split, which represent approximately 42.7% of the 300,000,000 authorized shares of common stock, will be reduced to approximately 12,820,303 shares, or approximately 4.27% of the 300,000,000 authorized shares of common stock.

The following table reflects the number of shares of common stock that would be outstanding as a result of the proposed Reverse Stock Split, and the approximate percentage reduction in the number of outstanding shares, based on 128,203,032 shares of common stock outstanding as of the record date (and excluding the effects of the issuances of the shares of stock described above), as well as the number of shares of common stock that would be available for issuance after each proposed Reverse Stock Split:

Effects on Ownership by Individual Stockholders . If a Reverse Stock Split is implemented, the number of shares of common stock held by each stockholder would be reduced by dividing the number of shares held immediately before the Reverse Stock Split by ten (10), and then rounding up to the nearest whole share. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu of any fractional interest in a share to which each stockholder otherwise would be entitled as a result of the Reverse Stock Split, we will issue to such stockholder one whole share of common stock, as described in further detail below. The Reverse Stock Split by itself would affect our common stock uniformly and would not affect any stockholder's percentage ownership interests in the Company or proportionate voting power, except to the extent that interests in fractional shares would be rounded up to the nearest whole share.

Other Effects on Outstanding Shares . If the Reverse Stock Split is implemented, the rights and preferences of the outstanding shares of common stock will remain the same after the Reverse Stock Split. Each share of common stock issued pursuant to the Reverse Stock Split would be fully paid and non-assessable.

The Reverse Stock Split would result in some stockholders owning “odd-lots” of less than 100 shares of common stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

Our common stock is currently registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. As a result, we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split would not affect the registration of the common stock under the Exchange Act.

Effect on Authorized Shares of common stock . The Reverse Stock Split would not reduce the number of authorized shares of common stock as designated by our Articles of Incorporation from 300 million. Therefore, because the number of issued and outstanding shares of common stock would decrease in a 1 for 10 ratio, the number of shares remaining available for issuance under our authorized pool of common stock would substantially increase.

Possible Anti-Takeover Effects . We have no current plans or proposals to adopt other provisions or enter into other arrangements that might have material anti-takeover consequences.

Procedure For Effecting The Reverse Stock Split And Exchange Of Stock Certificates

The Reverse Stock Split would be implemented by filing the amendment to our Articles of Incorporation, in substantially the form attached to this Information Statement as Exhibit A , with the Nevada Secretary of State, and the Reverse Stock Split would become effective on the date of the filing.

As of the effective date of the Reverse Stock Split, each certificate representing shares of our common stock before the Reverse Stock Split will be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of common stock resulting from the one-for-ten Reverse Stock Split. All options and other securities would also be automatically adjusted on the effective date.

Our transfer agent would act as the exchange agent for purposes of implementing the exchange of stock certificates. As soon as practicable after the effective date, stockholders and holders of securities convertible into our common stock will be notified of the effectiveness of the Reverse Stock Split. Stockholders of record would receive a letter of transmittal requesting them to surrender their stock certificates for stock certificates reflecting the adjusted number of shares as a result of the one-for-six Reverse Stock Split. Persons who hold their shares in brokerage accounts or “street name” would not be required to take any further actions to effect the exchange of their certificates. No new certificates would be issued to a stockholder until the stockholder has surrendered the stockholder's outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Until surrender, each certificate representing shares before the Reverse Stock Split would continue to be valid and would represent the adjusted number of shares based on the one-for-six exchange ratio of the Reverse Stock Split, rounded up to the nearest whole share. Stockholders should not destroy any stock certificate and should not submit any certificates until they receive a letter of transmittal.

Fractional Shares

We would not issue fractional shares in connection with the Reverse Stock Split. Instead, any fractional share resulting from the Reverse Stock Split would be rounded up to the nearest whole share. Stockholders who otherwise would be entitled to receive a fractional share because they hold a number of shares not evenly divisible by 10 would instead receive one additional whole share at no additional cost upon surrender to the exchange agent of the certificates and a properly completed and executed letter of transmittal. The number of shares to be issued in connection with rounding up such fractional interests is not expected by management of the Company to be material.

Federal Income Tax Consequences Of The Reverse Stock Split

The following is a summary of the material federal income tax consequences of the Reverse Stock Split. This discussion is based on the Internal Revenue Code, the Treasury Regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service, and all other applicable authorities as of the date of this document, all of which are subject to change (possibly with retroactive effect). This discussion does not describe all of the tax consequences that may be relevant to a holder in light of his particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions, insurance companies, tax-exempt organizations, foreign individuals and entities, and persons who acquired their Common Stock as compensation). In addition, this summary is limited to stockholders that hold their Common Stock as capital assets. This discussion also does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction.

ACCORDINGLY, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT WITH A TAX ADVISOR TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE REVERSE STOCK SPLIT.

No gain or loss should be recognized by a stockholder upon such stockholder’s exchange of pre-Reverse Stock Split shares for post-Reverse Stock Split shares pursuant to the Reverse Stock Split. The aggregate tax basis of the post-Reverse Stock Split shares received in the Reverse Stock Split will be the same as the stockholder’s aggregate tax basis in the pre-Reverse Stock Split shares exchanged therefore. The stockholder’s holding period for the post-Reverse Stock Split shares will include the period during which the stockholder held the pre-Reverse Stock Split shares surrendered in the Reverse Stock Split.

The tax treatment of each stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to all of the potential tax consequences of the Reverse Stock Split.

ADDITIONAL INFORMATION

“Householding” of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for information statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single information statement and annual report addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single information statement and annual report to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

Once you have received notice from your broker or us that each of us will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate information statement and annual report, or if you are receiving multiple copies of the information statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or the Company if you hold registered shares. You can notify us by sending a written request to Cosmos Holdings Inc., 141 West Jackson Boulevard, Chicago, IL 60604.

Exhibit A

Form of Certificate of Amendment – Reverse Stock Split

CERTIFICATE OF AMENDMENT TO

ARTICLES OF INCORPORATION OF

COSMOS HOLDINGS INC.

(Pursuant to NRS 78.385 and 78.390 of the State of Nevada)

COSMOS HOLDINGS INC. , a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), in accordance with the provisions of Sections 78.385 and 78.390 of the Nevada Revised Statutes,

DOES HEREBY CERTIFY:

FIRST : The name of the Corporation is Cosmos Holdings Inc.

SECOND : This Certificate of Amendment shall become effective on October 2, 2017 at 12:01 a.m.

THIRD : Article THIRD of the Articles of Incorporation of the Corporation is hereby amended by replacing the introductory paragraph thereof in its entirety with the following:

“THIRD: The aggregate number of shares which the Corporation shall have authority to issue is 400,000,000 shares. These shares are divided into 300,000,000 shares of Common Stock with $.001 par value and 100,000,000 shares of Preferred Stock with $.001 par value. Every ten (10) shares of the Corporation’s outstanding shares of Common Stock outstanding as of the close of business on September 1, 2017 is hereby exchanged for one (1) share of Common Stock (the “Reverse Split”). No fractional shares shall be issued in the Reverse Split.”

FOURTH : By written consent, the amendments herein certified were adopted and approved by the holders of 74.2% of the shares entitled to vote thereon and having at least a majority of the voting power.

IN WITNESS WHEREOF , this Certificate has been signed as of the 29th day of September 2017 and the signature of the undersigned shall constitute the affirmation and acknowledgement of the undersigned, under penalties of perjury, that this Certificate is the act of the undersigned and that the facts stated in this Certificate are true.