Cosmos Holdings Announces $6 Million Private Placement of Convertible Preferred Stock and Approval to List on the Nasdaq
February 28 2022 - 8:30AM
Cosmos Holdings, Inc. (“the Company")
(OTCQX:
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 a private placement offering to certain
institutional investors and an insider of the Company to purchase
6,000 shares of Series A Convertible Preferred Stock and warrants
to purchase 2,000,000 shares of common stock. Each share of Series
A Convertible Preferred Stock has a purchase price of $1,000.00,
representing 100% of the stated value of each share of preferred
stock, resulting in gross proceeds of approximately $6 million,
before deducting financial advisory fees and other estimated
offering expenses. As a condition to closing of the sale, the
Company’s common stock has received conditional approval for
listing and trading on the Nasdaq Capital Market and will commence
trading today, under the trading symbol “COSM”.
Greg Siokas, Chief Executive Officer of Cosmos Holdings, stated,
"We are delighted to announce our listing on the Nasdaq, which
marks a major milestone for the Company and reflects our tremendous
progress to date. We have built a highly scalable business model
and continue to rapidly expand our distribution network worldwide,
opening new markets for our proprietary lines of nutraceuticals as
well as third-party branded pharmaceuticals. Importantly, we are
well positioned to generate strong organic growth, including both
our full-line wholesale products, as well as our proprietary
nutraceutical brand, Sky Premium Life®.”
“Concurrent with the Nasdaq listing, we entered into an
agreement to raise $6 million from institutional investors, in
which I am also participating. Prior to this latest financing, we
also significantly enhanced our balance sheet, as evidenced by the
fact we converted over $11.0 million of the Company’s debt into
equity. As part of this conversion, I converted $6.0 million of the
Company’s debt owed to me at a premium valuation to the market,
further illustrating the tremendous confidence I have in the
outlook for the business. The completion of these financings
strengthens our balance sheet and provides us capital to accelerate
our growth strategy as we add more distributors worldwide, roll-out
additional products and execute on our new e-commerce and online
global distribution initiatives. We believe that listing on Nasdaq
offers us enhanced credibility in the capital markets and exposure
opportunities within our industry, which will allow us to
accelerate organic growth and strategic M&A activity to drive
profitability and shareholder value for years to come.”
The Company and the holders of the Series A Convertible
Preferred Stock also entered into a registration rights agreement
to register the resale of the shares of common stock issuable upon
conversion of the preferred shares and the shares of common stock
issuable upon exercise of the warrants to purchase shares of common
stock. The Series A Convertible Preferred Stock will be convertible
into shares of the Company’s common stock at the lower of (i) $3.00
or (ii) 80% of the average VWAP for the Company’s common stock for
the five (5) trading days immediately following the effectiveness
of the resale registration statement.
The warrants will be exercisable at $3.30 per share, or 110% of
the Series A Convertible Preferred Stock conversion price, subject
to certain adjustments, and will expire five and one-half years
following the initial exercise date of the warrants.
The Series A Convertible Preferred Stock, the shares of common
stock issuable upon conversion of the preferred stock, and the
warrants are being issued in reliance upon the exemption from the
securities registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506
of Regulation D as promulgated by SEC under the 1933 Act. The
Series A Convertible Preferred Stock, the shares of common stock
issuable upon conversion of the preferred stock, and the warrants
have not been registered under the 1933 Act and may not be offered
or sold in the United States absent registration under the 1933 Act
or an applicable exemption from the registration requirements of
the 1933 Act.
About Cosmos Holdings, Inc.
Cosmos Holdings Inc. is an international pharmaceutical company,
with a proprietary line of nutraceuticals and distributor of
branded and generic pharmaceuticals, nutraceuticals, OTC
medications and medical devices through an extensive, established
EU distribution network. The Company identifies, acquires, develops
and commercializes products that improve patients' lives and
outcomes and 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, Greece, 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 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, LLCTel:
212-671-1020Email: COSM@crescendo-ir.com
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