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)  February 18, 2019 

 

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.)

 

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 o

 

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. o

 

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))

 

 
 
 
 

  

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On February 18, 2019, Cosmos Holdings Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto Opportunity”), an institutional noteholder in the Company. The SPA provides for the purchase of 83,341 shares of the Company’s common stock at $3.00 per share or an aggregate of $250,023. Payment is scheduled over a five month period, subject to acceleration if the Company effects an eligible equity offering (as defined).

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit

Number

Description 

10.1

 

Stock Purchase Agreement dated as of February 18, 2019 by and between Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B and Cosmos Holdings Inc.

 

 

2

 
 

 

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: February 18, 2019

By: 

/s/ Grigorios Siokas

 

 

Grigorios Siokas

Chief Executive Officer

 

 

 

3