Cosmos Holdings Announces Closing of $6 Million Private Placement of Convertible Preferred Stock and Start of Trading on the Nasdaq
February 28 2022 - 5:00PM
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 the closing of 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 had 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. In connection with the
private placement offering, the Company’s common stock has
commenced trading on the Nasdaq Capital Market, under the trading
symbol COSM.
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 is
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 are 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
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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