AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 7, 2022
Registration Statement No. 333-267550
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3/A
(AMENDMENT NO. 1)
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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COSMOS HOLDINGS
INC.
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(Exact name of Registrant as specified in its Charter)
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Nevada
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5122
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27-0611758
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(State or other jurisdiction
of incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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141 West Jackson Blvd, Suite 4236,
Chicago, IL 60604
(312) 536-3102
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Grigorios Siokas
Chief Executive Officer
141 West Jackson Blvd, Suite 4236,
Chicago, IL 60604
(312) 536-3102
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Elliot H. Lutzker, Esq.
Davidoff Hutcher & Citron, LLP
605 Third Avenue, 34th Floor
New York, NY 10158
(212) 557-7200
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Gerald Guarcini, Esq.
Peter Jaslow, Esq.
Ballard Spahr LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103
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Approximate date of commencement of proposed sale to
public: From time to time after the effective date
of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check
the following box. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging Growth Company
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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 7(a)(2)(B) of
Securities Act. ☐
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to Section 8(a), may
determine.
EXPLANATORY NOTE
This registration statement contains:
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a base prospectus, which covers the
offering, issuance and sales by us of up to $50,000,000 in the
aggregate of the securities identified above from time to time in
one or more offerings; and |
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a sales agreement prospectus
covering the offer, issuance and sale by us of up to a maximum
aggregate offering price of up to $50,000,000 of our common stock
that may be issued and sold from time to time under a sales
agreement with A.G.P. / Alliance Global Partners (the “Sales
Agreement”) |
The base prospectus immediately follows this explanatory note. The
specific terms of any securities to be offered pursuant to the base
prospectus will be specified in a prospectus supplement to the base
prospectus. The sales agreement prospectus immediately follows the
base prospectus. The $50,000,000 of common stock that may be
offered, issued and sold under the sales agreement prospectus is
included in the $50,000,000 of securities that may be offered,
issued and sold by us under the base prospectus. Upon termination
of the Sales Agreement, any portion of the $50,000,000 included in
the sales agreement prospectus that is not sold pursuant to the
Sales Agreement will be available for sale in other offerings
pursuant to the base prospectus, and if no shares are sold under
the Sales Agreement, the full $50,000,000 of securities may be sold
in other offerings pursuant to the base prospectus.
The information in this prospectus
is not complete and may be changed. We may not sell these
securities, or accept an offer to buy these securities, until the
Registration Statement filed with the Securities Exchange
Commission, of which this prospectus is a part, is effective. This
prospectus is not an offer to sell these securities and is not
soliciting offers to buy these securities in any jurisdiction where
the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS
SUBJECT TO COMPLETION: DATED
NOVEMBER 7, 2022
$50,000,000
COSMOS HOLDINGS INC.
Shares of Common Stock
Shares of Preferred Stock
Warrants/Units
Subscription Rights
We may offer and sell the securities identified above from time to
time in one or more offerings at prices and on terms that we will
determine at the time of each offering, for an aggregate initial
offering price of $50,000,000. This prospectus provides you with a
general description of the securities that is not meant to be a
complete description of each of the securities.
Each time we offer and sell securities, we will provide a
supplement to this prospectus that contains specific information
about the offering and the amounts, prices and terms of the
securities. The supplement may also add, update or change
information contained in this prospectus with respect to that
offering. You should carefully read this prospectus, the applicable
prospectus supplement, as well as the documents incorporated or
deemed to be incorporated by reference herein or therein, before
you purchase any of our securities.
We may offer and sell the securities described in this prospectus
and any prospectus supplement to or through one or more
underwriters, dealers and agents, or directly to purchasers, or
through a combination of these methods. These securities also may
be resold by selling securityholders. If any underwriters, dealers
or agents are involved in the sale of any of the securities, their
names and any applicable purchase price, fee, commission or
discount arrangement between or among them will be set forth, or
will be calculable from the information set forth, in an applicable
prospectus supplement. See the sections of this prospectus entitled
“About this Prospectus” and “Plan of Distribution” for further
information.
No securities may be sold without delivery of this prospectus and
the applicable prospectus supplement describing the method and
terms of the offering of such securities.
As of October 28, 2022, there were 84,184,905 shares of
Common Stock outstanding, of which 63,893,963 shares were
held by non-affiliates. The 21,297,988 shares, which are
being registered for sale hereunder, represent less than the
one-third held by non-affiliates as of October 28, 2022.
Our Common Stock is listed on the Nasdaq Capital Market under the
symbol “COSM.” On November 4, 2022, the last reported sales price
of our Common Stock was $0.084.
Investing in our securities is highly speculative and
involves a high degree of risk. You should carefully read and
consider the “Risk
Factors” beginning on page 9
of this prospectus before investing.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is ____________ [ ], 2022.
TABLE OF
CONTENTS
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration statement that we filed
with the U.S. Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. Under this shelf registration
process, we may sell shares of Common Stock, Preferred Stock
(including convertible preferred shares), warrants for equity
securities, units and subscription rights comprised of any
combination thereof from time to time in one or more offerings for
up to an initial aggregate offering price of $50,000,000. By using
a shelf registration statement, we may sell securities from time to
time and in one or more offerings as described in this prospectus.
This prospectus provides you with a general description of the
securities we may offer. Each time that we offer and sell
securities, we will provide a prospectus supplement to this
prospectus that contains specific information about the securities
being offered and sold and the specific terms of that offering. We
may also authorize one or more free writing prospectuses to be
provided to you that may contain material information relating to
these offerings. The prospectus supplement or free writing
prospectus may also add, update or change information contained in
this prospectus with respect to that offering. If there is any
inconsistency between the information in this prospectus and the
applicable prospectus supplement or free writing prospectus, you
should rely on the prospectus supplement or free writing
prospectus, as applicable. However, no prospectus supplement will
offer a security that is not registered and described in this
prospectus at the time of its effectiveness. This prospectus,
together with the applicable prospectus supplement and the
documents incorporated by reference into this prospectus, includes
all material information relating to the offering of securities
under this prospectus. Before purchasing any securities, you should
carefully read both this prospectus and the applicable prospectus
supplement (and any applicable free writing prospectuses), the
information and documents incorporated herein by reference and the
additional information described under the heading “Where You Can
Find More Information; Incorporation by Reference.”
This prospectus may not be used to consummate a sale of
securities unless it is accompanied by a prospectus
supplement.
You should rely only on the information contained in or
incorporated by reference in this prospectus, any related
free-writing prospectus or any prospectus supplement. We have not
authorized anyone to provide you with any information or to make
any representations other than those contained in or incorporated
by reference into this prospectus, any applicable prospectus
supplement or any free writing prospectuses prepared by or on
behalf of us or to which we have referred you. We take no
responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We
will not make an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and the applicable
prospectus supplement to this prospectus is accurate only as of the
date on its respective cover, that the information appearing in any
applicable free writing prospectus is accurate only as of the date
of that free writing prospectus, and that any information
incorporated by reference is accurate only as of the date of the
document incorporated by reference, unless we indicate otherwise.
Our business, financial condition, results of operations and
prospects may have changed since those dates. This prospectus
incorporates by reference, and any prospectus supplement or free
writing prospectus may contain and incorporate by reference, market
data and industry statistics and forecasts that are based on
independent industry publications and other publicly available
information. Although we believe these sources are reliable, we do
not guarantee the accuracy or completeness of this information and
we have not independently verified this information. In addition,
the market and industry data and forecasts that may be included or
incorporated by reference in this prospectus, any prospectus
supplement or any applicable free writing prospectus may involve
estimates, assumptions and other risks and uncertainties and are
subject to change based on various factors, including those
discussed under the heading “Risk Factors” contained in our annual
report on Form 10-K for the fiscal year ended December 31, 2021
under the heading “Part II - Item 1A. Risk Factors,” and as
described or may be described in any subsequent quarterly report on
Form 10-Q, as well as in any applicable prospectus supplement and
contained or to be contained in our filings with the SEC and
incorporated by reference in this prospectus, together with all of
the other information contained in this prospectus, or any
applicable prospectus supplement. Accordingly, investors should not
place undue reliance on this information.
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this
prospectus, applicable prospectus supplement or any related free
writing prospectus.
These documents are not an offer to sell or a solicitation of an
offer to buy these securities in any circumstances under which the
offer or solicitation is unlawful, nor does this prospectus, any
applicable supplement to this prospectus, or any applicable free
writing prospectus constitute an offer to sell or the solicitation
of an offer to buy securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such
jurisdiction.
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” for purposes of
the safe harbor provisions provided by Section 27 of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), that represent our beliefs, projections and predictions
about future events. All statements other than statements of
historical fact are “forward-looking statements,” including any
projections of earnings, revenue or other financial items, any
statements of the plans, strategies and objectives of management
for future operations, any statements concerning proposed new
projects or other developments, any statements regarding future
economic conditions or performance, any statements of management’s
beliefs, goals, strategies, intentions and objectives, and any
statements of assumptions underlying any of the foregoing. Words
such as “may,” “will,” “should,” “could,” “would,” “predicts,”
“potential,” “continue,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates” and similar
expressions, as well as statements in the future tense, identify
forward-looking statements.
These statements are necessarily subjective and involve known and
unknown risks, uncertainties and other important factors that could
cause our actual results, performance or achievements, or industry
results, to differ materially from any future results, performance
or achievements described in or implied by such statements. Actual
results may differ materially from expected results described in
our forward-looking statements, including with respect to correct
measurement and identification of factors affecting our business or
the extent of their likely impact, and the accuracy and
completeness of the publicly available information with respect to
the factors upon which our business strategy is based or the
success of our business.
Forward-looking statements should not be read as a guarantee of
future performance or results, and will not necessarily be accurate
indications of whether, or the times by which, our performance or
results may be achieved. Forward-looking statements are based on
information available at the time those statements are made and
management’s belief as of that time with respect to future events
and are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. Important factors
that could cause such differences include, but are not limited to,
those factors discussed under the headings “Risk Factors,”
contained in our annual report on Form 10-K for the fiscal year
ended December 31, 2021, and as described or may be described in
any subsequent quarterly report on Form 10-Q, as well as in any
applicable prospectus supplement and contained or to be contained
in our filings with the SEC and incorporated by reference in this
prospectus, “Prospectus Summary,” and elsewhere in this
prospectus.
WHERE YOU CAN
FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file annual reports, quarterly reports, current reports, proxy
statements and other information with the Securities and Exchange
Commission (“SEC”). You may read or obtain a copy of these reports
at the SEC’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549, on official business days during the hours
of 10:00 am to 3:00 pm. You may obtain information on the operation
of the public reference room and its copy charges by calling the
SEC at 1-800-SEC-0330. The SEC maintains a website that contains
registration statements, reports, proxy information statements and
other information regarding registrants that file electronically
with the SEC, which are available free of charge. The address of
the website is http://www.sec.gov. If you do not have Internet
access, requests for copies of such documents should be directed to
George Terzis, the Company’s Chief Financial Officer, at Cosmos
Holdings Inc., 141 West Jackson Boulevard, Suite 4236, Chicago,
Illinois 60604.
Our website address is www.cosmoshold.com. The information on, or
accessible through, our website, however, is not, and should not be
deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a
registration statement that we filed with the SEC and do not
contain all of the information in the registration statement. The
full registration statement may be obtained from the SEC or us, as
provided below. Other documents establishing the terms of the
offered securities are or may be filed as exhibits to the
registration statement or documents incorporated by reference in
the registration statement. Statements in this prospectus or any
prospectus supplement about these documents are summaries, and each
statement is qualified in all respects by reference to the document
to which it refers. You should refer to the actual documents for a
more complete description of the relevant matters. You may inspect
a copy of the registration statement through the SEC’s website, as
provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information
into this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information
that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a
previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or a
subsequently filed document incorporated by reference modifies or
replaces that statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
We incorporate by reference our documents listed below and any
future filings made by us with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) between the date of this prospectus
and the termination of the offering of the securities described in
this prospectus. We are not, however, incorporating by reference
any documents or portions thereof, whether specifically listed
below or filed in the future, which are “furnished” and are not
deemed to have been “filed” with the SEC.
This prospectus and any accompanying prospectus supplement
incorporate by reference the documents set forth below that have
previously been filed with the SEC since the end of the fiscal year
ended December 31, 2021:
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(1)
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Cosmos Holdings’ Schedule 14C Definitive Information Statement
filed with the SEC on
March 1, 2022;
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(2)
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Cosmos Holdings’ Schedule 14A Definitive Proxy Statement filed with
the SEC on
October 20, 2022;
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(3)
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Cosmos Holdings’ Annual Report on Form 10-K filed with the SEC on
April 15, 2022;
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(4)
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Cosmos Holdings’ Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2022 and June 30, 2022 filed with the SEC on
May 17, 2022 and
August 19, 2022, respectively;
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(5)
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Cosmos Holdings’ Current Reports on Form 8-K filed with the SEC on
February 28, 2022,
March 1, 2022,
April 28, 2022,
May 18, 2022,
July 25, 2022,
July 29, 2022,
August 23, 2022,
September 27, 2022,
October 3, 2022 and
October 18, 2022, respectively;
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Cosmos Holdings’ Registration Statement on Form S-1 and S-1/A (No.
333-265190) filed with the SEC on
May 25, 2022 and
June 07, 2022, respectively;
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(7)
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Cosmos Holdings’ Registration Statement on Form S-1 (No.333-267505)
filed with the SEC on
September 19, 2022,
October 11, 2022,
October 13, 2022 and
October 14, 2022; and
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(8)
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Cosmos Holdings’ Registration Statement on Form S-1 MEF (No.
333-267917) filed with the SEC on
October 17, 2022.
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A copy of any and all of the information included in the documents
that have been incorporated by reference in this prospectus
(excluding exhibits thereto, unless such exhibits have been
specifically incorporated by reference into the information which
this prospectus incorporates) but which are not delivered with this
prospectus will be provided by us without charge to any person to
whom this prospectus is delivered, upon the oral or written request
of such person. Written requests should be directed to Cosmos
Holdings Inc., 141 West Jackson Blvd., Suite 4236, Chicago, IL
60604, Attention: Corporate Secretary. Oral requests may be
directed to the Secretary at (312) 536-3102.
PROSPECTUS
SUMMARY
The following summary highlights information contained
elsewhere in this prospectus. This summary may not contain all of
the information that may be important to you. You should read this
entire prospectus carefully, including our financial statements and
related notes thereto and the other documents incorporated by
reference in this prospectus and the risks described under the
“Risk Factors” section contained in our annual report on
Form 10-K for the fiscal year ended December 31, 2021, and as
described or may be described in any subsequent quarterly report on
Form 10-Q as well as in any applicable prospectus supplement and
contained or to be contained in our filings with the SEC and
incorporated by reference in this prospectus. We note that
our actual results and future events may differ significantly based
upon a number of factors. The reader should not put undue reliance
on the forward-looking statements in this document, which speak
only as of the date on the cover of this prospectus.
In this prospectus, unless otherwise noted, the terms “the
Company,” “Cosmos,” “we,” “us,” and “our” refer to Cosmos Holdings
Inc. d/b/a Cosmos Health.
No action is being taken in any jurisdiction outside the
United States to permit a public offering of the securities or
possession or distribution of this prospectus or any accompanying
prospectus supplement in that jurisdiction. Persons who come into
possession of this prospectus or any accompanying prospectus
supplement in jurisdictions outside the United States are required
to inform themselves about and to observe any restrictions as to
this offering and the distribution of this prospectus or any
accompanying prospectus supplement applicable to that
jurisdiction.
Our Company
Cosmos Holdings Inc. together with its subsidiaries (hereinafter
referred to collectively as “us”, “we”, or the “Company”) is an
international healthcare group that was incorporated in 2009 and is
headquartered in Chicago, Illinois. On August 2, 2022, the Company
filed a Fictitious Firm Name Certificate in Nevada to do business
under the name Cosmos Health, Inc. and will seek shareholder
approval at its annual shareholders meeting scheduled for December
2, 2022 to amend its Articles of Incorporation for the name change.
Cosmos Health is engaged in the nutraceuticals sector through its
own proprietary lines of products “Sky Premium Life” and
“Mediterranation.” Additionally, the Company is operating in the
pharmaceutical sector through the provision of a broad line of
branded generics and over-the-counter (“OTC”) medications and is
involved in the healthcare distribution sector through its
subsidiaries in Greece and UK serving retail pharmacies and
wholesale distributors. Cosmos Health is strategically focused on
the research and development (“R&D”) of novel patented
nutraceuticals and intellectual property (“IP”) and specialized
root extracts as well as on the R&D of proprietary complex
generics and innovative OTC products. Cosmos has developed a global
distribution platform and is currently expanding throughout Europe,
Asia and North America. Currently, the Company has offices and
distribution centers through its three wholly-owned subsidiaries:
(i) Cosmos Holdings Inc., the parent company headquartered in
Chicago, USA (ii) SkyPharm S.A., headquartered in Thessaloniki,
Greece; (iii) Decahedron Ltd., head-quartered in Harlow, United
Kingdom; and (iv) Cosmofarm S.A., headquartered in Athens,
Greece.
The Company’s cross-border pharmaceutical business serves wholesale
pharmaceutical distributors and independent retail pharmacies
across the European Union (“EU”) through a network of two
strategic distribution centers, one in Greece and one in the UK, as
well as an additional warehousing facility. The Company focuses on
leveraging its growing purchasing scale and supplier relationships
to secure discounts and provide pharmaceuticals at reduced prices
and on continuing to drive organic growth at attractive margins for
its cross-border pharmaceutical wholesale business.
The Company operates in the business of full-line pharmaceutical
wholesale distribution and serves approximately 1,500 independent
retail pharmacies and 40 pharmaceutical wholesalers in Greece
region by providing brand-name and generic pharmaceuticals,
over-the-counter medicines, vitamins and nutraceuticals. We invest
in technology to enhance safety, distribution and warehousing
efficiency and reliability. Specifically, the Company operates a
fully automated warehouse system with three robotic systems, two
ROWA™ types and one A-frame type, that ensure 0% error selection
rate, accelerate order fulfillment, and yield higher
cost-efficiency in our distribution center.
Taking into consideration the growing demand of various vitamins
and nutraceuticals, the Company entered the market with its own
brand of nutraceuticals: Sky Premium Life® (“SPL”). Our current
business has provided us with access to wholesalers both from the
sourcing and the sales division of our wholesale business. We sell
our products to vendors that supply us with pharmaceutical products
as well as to our clients to whom we currently sell pharmaceutical
products. We serve this demand by offering quality products to our
existing network of wholesalers and pharmacies. Pharmacies are
still the key channels for distribution and sales of nutraceuticals
in the European market. The development and manufacturing of our
own line is assigned to a related party which operates according to
our specifications and GMP protocols.
Moreover, our nutraceutical products have penetrated several
markets during 2021 and early 2022 through digital channels such as
Amazon and Tmall. We focus on nutraceutical products because we
foresee it as a relatively underpenetrated market throughout Europe
with the potential of high growth opportunities due to its large
market size and margin contribution as the demand for nutraceutical
products is increasing globally.
Recent Sales of Unregistered Securities
On October 3, 2022, Cosmos Holdings Inc. (the “Company”) entered
into a Warrant Exchange Agreement (the “Exchange Agreement”) with
each holder of Warrants to purchase an aggregate of 21,238,256
shares of Common Stock issued pursuant to a Securities Purchase
Agreement dated as of February 28, 2022, as described below.
On October 20, 2022, each holder exchanged the existing warrants
(the “Existing Warrants”) for new warrants (the “New Warrants”) to
purchase twice the number of shares of Common Stock (the “Exchange
Shares”). The New Warrants are exercisable at $0.12 per share
for a seven-year period from the date of issuance. The
Company agreed to register all of the Exchange Shares in a resale
registration statement to be filed with the SEC within ninety (90)
days from the Closing Date.
As additional consideration for the Exchange Agreement, the Company
paid each Holder up to five hundred thousand ($500,000) U.S.
Dollars, plus liquidated damages and interest paid by the Company
to the Holders pursuant to a registration rights agreement relating
to the initial registration of the shares underlying the Existing
Warrants. The total liability amounts to $2,159,090
($2,000,000 additional consideration plus $159,090 liquidated
damages) and the Company has paid a total of $2,096,525 to the
corresponding U.S. Holders up to the date of this registration
statement. Thus, the remaining outstanding liability amounts
to $62,565. As further consideration for the Exchange
Agreement, all Holders shall have, in the aggregate, a thirty (30%)
percent right of participation into all equity offerings in which
there is a placement agent or underwriter for the eighteen (18)
month period following the Closing Date. In the event that
any Holder does not exercise its right of participation in any
offering, the remaining Holders will not have the right to
participate for more than its pro rata share.
On February 28, 2022, the Company entered into a securities
purchase agreement, or the Purchase Agreement, with certain
investors and the Company’s CEO, for a private placement of the
Company’s securities (the “Private Placement”). The Private
Placement consisted of the sale of 6,000 shares of the Company’s
Series A Convertible Preferred Stock, or the Series A Shares, at a
price of $1,000 per share, and 2,000,000 warrants to purchase
shares of common stock, or the Warrants, for aggregate gross
proceeds of approximately $6,000,000. The Series A Shares are
convertible into the Company’s Common Stock as determined by
dividing the number of Series A Shares to be converted by the lower
of (i) $3.00 or (ii) 80% of the volume weighted average price for
the Company’s Common Stock for the five (5) trading days
immediately following the date of effectiveness of the Registration
Statement. The holders of Series A Shares are not entitled to
receive distributions in the event of liquidation, dissolution or
winding up of the Company, either voluntary or involuntary.
The Company filed its initial registration statement on May 25,
2022 and thus accrued for liquidated damages payable to the Holders
in the amount of $187,970, calculated as described above, for both
the late filing of the registration statement (event) and the
1st anniversary (30 days
following the event date) of the event. Following the effective
date of the Company’s registration statement, the Series A Shares
conversion price was adjusted to $0.62152. The Company recorded a
deemed dividend in the amount of $8,189,515 upon reducing the
conversion price from $3.00 to $0.62152 which was recorded as an
increase to additional paid-in capital and an increase to
accumulated deficit.
The Warrants are exercisable to purchase shares of common stock at
$3.30 per share, or 110% of the Series A Shares’ initial conversion
price and will expire five and one-half years following the initial
exercise date of the Warrants. The Company determined that the
2,000,000 warrants are additional value being distributed to the
preferred stockholders and presented the warrants’ fair value of
$5,788,493 as a deemed dividend in the unaudited condensed
consolidated statements of operations and comprehensive income
(loss). The warrants were valued using the Black-Scholes option
pricing model with the following terms: (a) exercise price of
$3.30, (b) common stock fair value of $3.42, (c) volatility of
118%, (d) discount rate of 1.71%, and (e) dividend rate of 0%. The
Company also recorded a deemed dividend in the amount of $8,480,379
upon reducing the conversion price from $3.00 to $0.62152 in order
to account for the down-round effect of warrants during the second
quarter of 2022. The warrants were valued using the Black-Scholes
option pricing model with the following terms: (a) exercise price
of $3.30, (b) common stock fair value of $1.07, (c) volatility of
107%, (d) discount rate of 2.99%, and (e) dividend rate of 0%.
The closing of the Private Placement occurred on February 28, 2022.
As a condition to the closing of the sale, the Company’s common
stock received conditional approval for listing and trading on the
Nasdaq Capital Market and commenced trading on February 28, 2022,
under the trading symbol “COSM.” Concurrent with the issuance of
the Series A Shares, the Company executed a registration rights
agreement (the “Registration Rights Agreement”) to register the
resale of the shares of common stock issuable upon conversion of
the Series A Shares and the shares of common stock issuable upon
exercise of the warrants issued in connection with the Series A
Shares. The registration statement was declared effective on June
7, 2022. The Company was required to pay an aggregate of $187,970
in liquidated damages under the Registration Rights Agreement.
The Series A Shares rank senior to all of the Company’s Common
Stock and any other equity securities that the Company may issue in
the future with respect to payment of dividends and distribution of
assets upon liquidation, dissolution or winding up. While the
Series A Shares are outstanding, the Company may not amend, alter
or change adversely the powers, preferences or rights given to the
Series A Shares, create, or authorize the creation of, any
additional class or series of capital stock of the Company (or any
security convertible into or exercisable for any class or series of
capital stock of the Company), including any class or series of
capital stock of the Company that ranks superior to or in parity
with the Series A Shares, alter, amend, modify, or repeal its
Articles of Incorporation or other charter documents in any manner
that adversely affects any rights of the holders of Series A
Shares, increase or decrease the number of authorized shares of
Series A Shares, any agreement, commitment or transaction that
would result in a Change of Control, any sale or disposition of any
material assets outside of the ordinary course of business of the
Company, any material change in the principal business of the
Company, including the entry into any new line of business or exit
of any current line of business, and circumvent a right or
preference of the Series A Shares. Any holder of the Series A
Shares has the right by written election to the Company to convert
all or any portion of the outstanding Series A Shares. Immediately
upon effectiveness of a registration statement registering for sale
all of the Registrable Securities (as defined in the Registration
Rights Agreement), all outstanding Series A Preferred Shares will
automatically convert into Common Stock, subject to certain
beneficial ownership limitations. As of October 25, 2022, an
aggregate of 1,500 Series A Preferred Shares remained
outstanding.
Corporate Information
Our principal executive offices are located at 141 W. Jackson Blvd,
Suite 4236, Chicago, Illinois 60604, and our telephone number is
(312) 536-3102. Our website address is www.cosmoshold.com. Any
information contained on, or that can be accessed through, our
website is not incorporated by reference into, nor is it in any way
part of this prospectus and should not be relied upon in connection
with making any decision with respect to an investment in our
securities. We are required to file annual, quarterly and current
reports, proxy statements and other information with the SEC. You
may obtain any of the documents filed by us with the SEC at no cost
from the SEC’s website at http://www.sec.gov.
Risks Associated with Our Business and this
Offering
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Our business and our ability to
implement our business strategy are subject to numerous risks, as
more fully described in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 under Item 1A. “Risk Factors.”
You should read these risks before you invest in our securities. We
may be unable, for many reasons, including those that are beyond
our control, to implement our business strategy. In particular,
risks associated with our business include: |
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We have a history of significant
losses since our inception and anticipate that we will continue to
incur losses for the foreseeable future, and our future
profitability is uncertain. |
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There is substantial doubt about
our ability to continue as a going concern, which may affect our
ability to obtain future financing and may require us to curtail
our operations. We will need to raise additional capital to support
our operations. |
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Our revenues are concentrated in
the distribution and sale of branded and generic pharmaceuticals,
nutraceuticals, OTC medications and medical devices. When these
markets experience a downturn, demand for our products and revenues
may be adversely affected. |
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We do not have the financial
resources necessary to successfully complete our drug product
development program, marketing and certain acquisitions. |
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We are subject to various
regulations and compliance requirements under both the European
Union, the European Medicines Agency (the “EMA”), the Hellenic
Ministry of Health and other related regulatory agencies. |
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We face significant competition,
including competition from larger and better funded pharmaceutical
enterprises. |
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We are exposed to potential product
liability or similar claims, and insurance against these claims may
not be available to us at a reasonable rate in the future.
Additionally, discovery of safety issues with our products could
create product liability and could cause additional regulatory
scrutiny and requirements for additional labeling, withdrawal of
products from the market, and the imposition of fines or criminal
penalties. |
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We may be unable to achieve and
maintain effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act. |
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If you purchase our securities in
this offering, you may incur dilution. |
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We
will have broad discretion in the use of the net proceeds from this
offering and may not use them effectively. Additionally, Grigorios
Siokas, our Chief Executive Officer, owns approximately 23% of our
outstanding shares of common stock and 88% beneficially owned upon
conversion of his derivative securities, which may give him the
ability to control matters submitted to our stockholders for
approval.
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Risks associated with doing
business internationally, as well as international economic
conditions, the global COVID-19 pandemic, other market disruptions,
supply-chain disruptions, geopolitical conflicts, including the war
in Ukraine and other acts of war, macroeconomic events, and
inflation could negatively impact our business and operations. |
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We have received a notice from
Nasdaq of non-compliance with continued listing standards, which if
we fail to comply with, our common stock could be delisted. |
RISK
FACTORS
Investing in our securities involves a high degree of risk.
Prior to making a decision about investing in our securities, you
should carefully consider the specific risk factors discussed in
the sections entitled “Risk Factors” contained in our annual report
on Form 10-K for the fiscal year ended December 31, 2021 under the
heading “Item 1A. Risk Factors,” and as described or may be
described in any subsequent quarterly report on Form 10-Q under the
heading “Item 1A. Risk Factors,” as well as in any applicable
prospectus supplement and contained or to be contained in our
filings with the SEC and incorporated by reference in this
prospectus, together with all of the other information contained in
this prospectus, or any applicable prospectus supplement. For a
description of these reports and documents, and information about
where you can find them, see “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.” If any of
the risks or uncertainties described in our SEC filings or any
prospectus supplement or any additional risks and uncertainties
actually occur, our business, financial condition and results of
operations could be materially and adversely affected. In that
case, the trading price of our securities could decline and you
might lose all or part of the value of your investment.
SPECIAL NOTE
REGARDING FORWARD LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference
contain “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the
Exchange Act about us and our industry that involve substantial
risks and uncertainties. All statements other than statements of
historical fact contained in this document and the materials
accompanying this document are forward-looking statements. These
statements are based on current expectations of future events.
Frequently, but not always, forward-looking statements are
identified by the use of the future tense and by words such as
“believes,” “expects,” “anticipates,” “intends,” “may,” “could,”
“would,” “predicts,” “anticipates,” “future,” “plans,” “continues,”
“estimates” or similar expressions. Forward-looking statements are
not guarantees of future performance and actual results could
differ materially from those indicated by such forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties, and other factors that may cause our or our
industry’s actual results, levels of activity, performance, or
achievements to be materially different from any future results,
levels of activity, performance, or achievements expressed or
implied by the forward-looking statements. These forward-looking
statements speak only as of the date made and are subject to a
number of known and unknown risks, uncertainties and assumptions,
including the important factors incorporated by reference into this
prospectus from our most recent Annual Report on Form 10-K and any
subsequent Current Reports on Form 8-K we file after the date of
this prospectus, and all other information contained or
incorporated by reference into this prospectus, as updated by our
subsequent filings under the Exchange Act and in our other filings
with the SEC, that may cause our actual results, performance or
achievements to differ materially from those expressed or implied
by the forward-looking statements.
Because forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified
and some of which are beyond our control, you should not rely on
these forward-looking statements as predictions of future events.
The events and circumstances reflected in our forward-looking
statements may not be achieved or occur and actual results could
differ materially from those projected in the forward-looking
statements. Moreover, we operate in an evolving environment. New
risk factors and uncertainties may emerge from time to time, and it
is not possible for management to predict all risk factors and
uncertainties. Except as required by applicable law, we do not plan
to publicly update or revise any forward-looking statements,
whether as a result of any new information, future events, changed
circumstances or otherwise.
USE OF
PROCEEDS
Unless otherwise indicated in a prospectus supplement, we intend to
use the net proceeds from the sale of securities under this
prospectus for working capital and general corporate purposes,
which may include operating expenses, research and development, and
funding for pending or future acquisitions. We will set forth in a
prospectus supplement relating to a specific offering any intended
use for the net proceeds received from the sale of securities in
that offering. We will have significant discretion in the use of
any net proceeds. Investors will be relying on the judgment of our
management regarding the application of the proceeds of any sale of
securities. We may invest the net proceeds temporarily until we use
them for their stated purpose, as applicable.
PLAN OF
DISTRIBUTION
We may sell the securities offered by this prospectus from time to
time in one or more transactions, including without limitation:
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through underwriters or
dealers; |
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directly to purchasers; |
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in a rights offering; |
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in “at the market” offerings,
within the meaning of Rule 415(a)(4) of the Securities Act, to or
through a market maker or into an existing trading market on an
exchange or otherwise; |
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through agents; |
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through a combination of any of
these methods; or |
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through any other method permitted
by applicable law and described in a prospectus supplement. |
In addition, we may enter into derivative or hedging transactions
with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated transactions.
In connection with such a transaction, the third parties may sell
securities covered by and pursuant to this prospectus and any
accompanying prospectus supplement. If so, the third party may use
securities borrowed from us or others to settle such sales and may
use securities received from us to close out any related short
positions. We may also loan or pledge securities covered by this
prospectus and any accompanying prospectus supplement to third
parties, who may sell the loaned securities or, in an event of
default in the case of a pledge, sell the pledged securities
pursuant to this prospectus and any accompanying prospectus
supplement.
The prospectus supplement with respect to any offering of
securities will include the following information:
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the terms of the offering; |
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the names of any underwriters,
dealers or direct purchasers; |
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the name or names of any managing
underwriter or underwriters; |
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the purchase price or initial
public offering price of the securities; |
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the net proceeds from the sale of
the securities; |
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any delayed delivery
arrangements; |
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any underwriting discounts,
commissions and other items constituting underwriters’
compensation; |
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any discounts or concessions
allowed or reallowed or paid to dealers; |
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any commissions paid to agents;
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any securities exchange on which
the securities may be listed. |
Sale through Underwriters or Dealers
If underwriters are used in the sale, the underwriters will acquire
the securities for their own account. The underwriters may resell
the securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price
or at varying prices determined at the time of sale. Underwriters
may offer securities to the public either through underwriting
syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the applicable prospectus supplement, the
obligations of the underwriters to purchase the securities will be
subject to certain conditions, and the underwriters will be
obligated to purchase all of the offered securities if they
purchase any of them. The underwriters may change from time to time
any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the underwriters
may purchase and sell the securities in the open market. These
transactions may include overallotment and stabilizing transactions
and purchases to cover syndicate short positions created in
connection with the offering. The underwriters may also impose a
penalty bid, which means that selling concessions allowed to
syndicate members or other broker-dealers for the offered
securities sold for their account may be reclaimed by the syndicate
if the offered securities are repurchased by the syndicate in
stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the
offered securities, which may be higher than the price that might
otherwise prevail in the open market. If commenced, the
underwriters may discontinue these activities at any time.
Some or all of the securities that we offer through this prospectus
may be new issues of securities with no established trading market.
Any underwriters to whom we sell our securities for public offering
and sale may make a market in those securities, but they will not
be obligated to do so and they may discontinue any market making at
any time without notice. Accordingly, we cannot assure you of the
liquidity of, or continued trading markets for, any securities that
we offer.
If dealers are used in the sale of securities, we will sell the
securities to them as principals. They may then resell those
securities to the public at fixed prices or at varying prices
determined by the dealers at the time of resale. We will include in
the applicable prospectus supplement the names of the dealers and
the terms of the transaction.
If agents are used in an offering, the names of the agents and the
terms of the agency will be specified in a prospectus supplement.
Unless otherwise indicated in a prospectus supplement, the agents
will act on a best-efforts basis for the period of their
appointment.
Dealers and agents named in a prospectus supplement may be
underwriters as defined in the Securities Act and any discounts or
commissions they receive from us and any profit on their resale of
the securities may be treated as underwriting discounts and
commissions under the Securities Act. We will identify in the
applicable prospectus supplement any underwriters, dealers or
agents and will describe their compensation. We may have agreements
with the underwriters, dealers and agents to indemnify them against
specified civil liabilities, including liabilities under the
Securities Act.
Underwriters, dealers or agents and their associates may engage in
other transactions with and perform other services for us in the
ordinary course of business.
If so indicated in a prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit
offers by institutional investors to purchase securities pursuant
to contracts providing for payment and delivery on a future date.
We may enter contracts with commercial and savings banks, insurance
companies, pension funds, investment companies, educational and
charitable institutions and other institutional investors. The
obligations of any institutional investor will be subject to the
condition that its purchase of the offered securities will not be
illegal at the time of delivery. The underwriters and other agents
will not be responsible for the validity or performance of
contracts.
Direct Sales and Sales through Agents
We may sell the securities directly. In this case, no underwriters
or agents would be involved. We may also sell the securities
through agents designated by us from time to time. In the
applicable prospectus supplement, we will name any agent involved
in the offer or sale of the offered securities, and we will
describe any commissions payable to the agent. Unless we inform you
otherwise in the applicable prospectus supplement, any agent will
agree to use its reasonable best efforts to solicit purchases for
the period of its appointment.
We may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any sale of those securities. We
will describe the terms of any sales of these securities in the
applicable prospectus supplement.
At the Market Offerings
We may also sell the securities offered by any applicable
prospectus supplement in “at the market offerings” within the
meaning of Rule 415(a)(4) of the Securities Act, to or through a
market maker or into an existing trading market, on an exchange or
otherwise.
Remarketing Arrangements
Securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing
upon their purchase, in accordance with a redemption or repayment
pursuant to their terms, or otherwise, by one or more remarketing
firms, acting as principals for their own accounts or as agents for
us. Any remarketing firm will be identified and the terms of its
agreements, if any, with us and its compensation will be described
in the applicable prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the applicable prospectus supplement, we may
authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified
date in the future.
The contracts would be subject only to those conditions described
in the applicable prospectus supplement. The applicable prospectus
supplement will describe the commission payable for solicitation of
those contracts.
General Information
We may have agreements with the underwriters, dealers, agents and
remarketing firms to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, or to
contribute with respect to payments that the underwriters, dealers,
agents or remarketing firms may be required to make. Underwriters,
dealers, agents and remarketing firms may be customers of, engage
in transactions with or perform services for us in the ordinary
course of their businesses.
DESCRIPTION
OF SECURITIES
Authorized and Outstanding Capital
Stock
The following description sets forth certain general terms and
provisions of the shares of Common Stock and shares of preferred
stock to which any prospectus supplement may relate.
We have 400,000,000 shares of capital stock, par value $0.001 per
share, authorized of which 300,000,000 are shares of Common Stock
and 100,000,000 are shares of “blank check” preferred stock.
As
of October 28, 2022, we had 84,184,905 shares of our common stock
issued and outstanding, held by 415 stockholders of record. The
number of record holders does not include beneficial owners of
common stock whose shares are held in the names of various
broker-dealers and registered clearing agencies.
Common Stock
The holders of our Common Stock are entitled to one vote per share.
In addition, the holders of our Common Stock will be entitled to
receive dividends ratably, if any, are declared by our board of
directors out of legally available funds; however, the current
policy of our board of directors is to retain earnings, if any, for
operations and growth. Upon liquidation, dissolution or winding-up,
the holders of our Common Stock are entitled to share ratably in
all assets that are legally available for distribution. The holders
of our Common Stock have no preemptive, subscription, redemption or
conversion rights. The rights, preferences and privileges of
holders of our Common Stock are subject to, and may be adversely
affected by, the rights of the holders of any series of preferred
stock, which may be designated solely by action of our board of
directors and issued in the future.
Preferred Stock
Our board of directors are authorized, subject to any limitations
prescribed by law, without further vote or action by our
stockholders, to issue from time-to-time shares of preferred stock
in one or more series. Each series of preferred stock will have the
number of shares, designations, preferences, voting powers,
qualifications and special or relative rights or privileges as
shall be determined by our board of directors, which may include,
among others, dividend rights, voting rights, liquidation
preferences, conversion rights and preemptive rights.
The ability to authorize “blank check” preferred stock makes it
possible for our board of directors to issue preferred stock with
voting or other rights or preferences that could impede the success
of any attempt to acquire us. These and other provisions may have
the effect of deferring hostile takeovers or delaying changes in
control or management of our Company.
It is not possible to state the actual effect of the issuance of
any shares of preferred stock upon the rights of holders of our
Common Stock until the board of directors determines the specific
rights of the holders of our preferred stock. However, the effects
might include, among other things:
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Impairing dividend rights of our
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Diluting the voting power of our
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Impairing the liquidation rights of
our Common Stock; and |
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Delaying or preventing a change of
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Series A Convertible Preferred Shares
We
have designated 6,000,000 shares of our preferred stock as Series A
Convertible Preferred (the “Series A Shares”), with a Stated Value
of $1,000 per share. An aggregate of 6,000 Series A Shares were
issued on February 28, 2022. As of October 28, 2022, there were
1,500 Series A Shares issued and outstanding. The Series A Shares
are 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.
On June 14, 2022, the Conversion Price was reset to $0.62152 per
share. The Series A Shares rank senior to all of the Company’s
Common Stock and any other equity securities that the Company may
issue in the future with respect to payment of dividends and
distribution of assets upon liquidation, dissolution or winding up.
While the Series A Shares are outstanding, the Company may not
amend, alter or change adversely the powers, preferences or rights
given to the Series A Shares, create, or authorize the creation of,
any additional class or series of capital stock of the Company (or
any security convertible into or exercisable for any class or
series of capital stock of the Company), including any class or
series of capital stock of the Company that ranks superior to or in
parity with the Series A Shares, alter, amend, modify, or repeal
its Articles of Incorporation or other charter documents in any
manner that adversely affects any rights of the holders of Series A
Shares, increase or decrease the number of authorized shares of
Series A Shares, any agreement, commitment or transaction that
would result in a Change of Control, any sale or disposition of any
material assets outside of the ordinary course of business of the
Company, any material change in the principal business of the
Company, including the entry into any new line of business or exit
of any current line of business, and circumvent a right or
preference of the Series A Shares. Any holder of the Series A
Shares shall have the right by written election to the Company to
convert all or any portion of the outstanding shares of Series A
Shares. Immediately upon effectiveness of a registration statement
registering for resale all of the Series A Shares, all outstanding
Series A Shares shall automatically convert into Common Stock,
subject to certain beneficial ownership limitations. On July 29,
2022, the Company amended the Certificate of Designations of Rights
and Preferences of Series A Convertible Preferred Stock to allow
holders of Series A Shares the option to convert any portion of
their Series A Preferred Shares into Common Stock of the Company,
notwithstanding the beneficial ownership limitation, which was
revised.
Warrants
As
of October 28, 2022, there were 2,243,000 Warrants issued and
outstanding exercisable to purchase by the holders thereof of up
to 21,481,657 shares of Common Stock.
Exercisability. The Warrants are exercisable at any time
for a period of five and one-half years after their original
issuance. The Warrants are exercisable, at the option of each
holder, in whole or in part by delivering to us a duly executed
exercise notice and, at any time a registration statement
registering the issuance of the Common Stock underlying the
Warrants under the Securities Act is effective and available for
the issuance of such shares, or an exemption from registration
under the Securities Act is available for the issuance of such
shares, by payment in full in immediately available funds for the
number of shares of Common Stock purchased upon such exercise. If a
registration statement registering the issuance of the Common Stock
underlying the Warrants under the Securities Act is not effective
or available and an exemption from registration under the
Securities Act is not available for the issuance of such shares,
the holder may, in its sole discretion, elect to exercise the
Warrants through a cashless exercise, in which case the holder
would receive upon such exercise the net number of shares of Common
Stock determined according to the formula set forth in the Warrant.
No fractional common shares will be issued in connection with
the exercise of a Warrant. In lieu of fractional shares, we will
pay the holder an amount in cash equal to the fractional amount
multiplied by the exercise price.
Exercise Limitation. A holder will not have the right to
exercise any portion of the Warrants if the holder (together with
its affiliates) would beneficially own in excess of 4.99% (or, upon
election by a holder prior to the issuance of any pre-funded
warrants, 9.99%) of the number of shares of Common Stock
outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the
terms of the Warrants. However, any holder may increase or decrease
such percentage to any other percentage not in excess of 9.99%,
upon at least 61 days’ prior notice from the holder to us with
respect to any increase in such percentage.
Exercise Price. The exercise prices for the Warrants vary
from $0.62152 to $3.30 per share. The exercise price and number of
shares of Common Stock issuable upon exercise will adjust in the
event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting
the Common Stock, as well as, in the case of the Warrants, certain
issuances of equity securities at an effective price per share
lower than the then applicable exercise price per share.
Transferability. Subject to applicable laws, the Warrants
may be offered for sale, sold, transferred or assigned without our
consent.
Rights as a Shareholder. Except as otherwise provided in
the Warrants or by virtue of such holder’s ownership of our Common
Stock, the holder of a Warrant does not have the rights or
privileges of a holder of Common Stock, including any voting
rights, until the holder exercises the Warrant.
Fundamental Transactions. In the event of a fundamental
transaction, as described in the Warrants and generally including,
with certain exceptions, any reorganization, recapitalization or
reclassification of the Common Stock, the sale, transfer or other
disposition of all or substantially all of our properties or
assets, our consolidation or merger with or into another person,
the acquisition of more than 50% of our outstanding shares of
Common Stock, or any person or group becoming the beneficial owner
of 50% of the voting power represented by our outstanding shares of
Common Stock, the holders of the Warrants will be entitled to
receive upon exercise of the Warrants the kind and amount of
securities, cash or other property that the holders would have
received had they exercised the warrants immediately prior to such
fundamental transaction. Additionally, as more fully described in
the Warrants, in the event of certain fundamental transactions, the
holders of the Warrants will be entitled to receive consideration
in an amount equal to the Black Scholes value of the Warrants on
the date of consummation of such transaction.
Public Offering
On October 17, 2022, the Company entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain institutional
investors (the “Purchasers”), pursuant to which the Company agreed
to issue and sell, in a public offering (the “Offering”), an
aggregate of $7,500,000 of securities, consisting of (i) 62,500,000
shares of Common Stock, (ii) pre-funded Warrant in lieu of shares
of Common Stock, and (iii) warrants to purchase 125,000,000 shares
of Common Stock (the “Common Warrants” and collectively with the
Pre-Funded Warrants, the “Warrants”). Under the terms of the
Purchase Agreement, the Company agreed to sell one share of its
Common Stock or a Pre-Funded Warrant and two Common Warrants for
each share of Common Stock or Pre-Funded Warrant sold at a unit
price of $0.12. For each of 15,662,603 Pre-Funded Warrant
sold in the Offering, the number of shares of Common Stock offered
were decreased on a one-for-one basis.
Series A and Series B Common Warrants
Duration and Exercise Price
An aggregate of 62,500,000 Series A Common Warrants and 62,500,000
Series B Common Warrants were sold by the Company on October 20,
2022 as part of the Public Offering.
Each Common Warrant has an initial exercise price equal to $0.12
per share. The Common Warrants are immediately exercisable.
One-half (the Series B Common Warrants) will expire on the seventh
anniversary of the original issuance date and the other one-half
(the Series A Common Warrants) will expire on the second
anniversary date of issuance. The exercise price and number of
shares of Common Stock issuable upon exercise is subject to
appropriate proportional adjustment in the event of share
dividends, share splits, reorganizations or similar events
affecting our shares of Common Stock and the exercise price. The
exercise price is subject to reset during the next twelve (12)
months in the event of a reverse stock split.
Exercisability
The Common Warrants are exercisable, at the option of each holder,
in whole or in part, by delivering to us a duly executed exercise
notice and, within the earlier of (i) two trading days and (ii) the
number of trading days comprising the standard settlement period
with respect to the shares of Common Stock as in effect on the date
of delivery of the notice of exercise thereafter, payment in full
for the number of shares of Common Stock purchased upon such
exercise (except in the case of a cashless exercise as discussed
below). A holder may not exercise any portion of the Common Warrant
to the extent that the holder, together with its affiliates and any
other persons acting as a group together with any such persons,
would own more than 4.99% (or, at the election of the purchaser,
9.99%) of the number of shares of Common Stock outstanding
immediately after exercise (the “Beneficial Ownership Limitation”);
provided that a holder with a Beneficial Ownership Limitation of
4.99%, upon notice to us and effective 61 days after the date such
notice is delivered to us, may increase the Beneficial Ownership
Limitation so long as it in no event exceeds 9.99% of the number of
shares of Common Stock outstanding immediately after exercise.
Cashless Exercise
If, at the time a holder exercises its Common Warrants, a
registration statement registering the issuance of the shares of
Common Stock underlying the Common Warrants under the Securities
Act is not then effective or available for the issuance of such
shares, then in lieu of making the cash payment otherwise
contemplated to be made to us upon such exercise in payment of the
aggregate exercise price, the holder may elect instead to receive
upon such exercise (either in whole or in part) the net number of
shares of Common Stock determined according to a formula set forth
in the Common Warrants, which generally provides for a number of
shares of Common Stock equal to (A) (1) the volume weighted average
price on (x) the trading day preceding the notice of exercise, if
the notice of exercise is executed and delivered on a day that is
not a trading day or prior to the opening of “regular trading
hours” on a trading day or (y) the trading day of the notice of
exercise, if the notice of exercise is executed and delivered after
the close of “regular trading hours” on such trading day, or (2)
the bid price on the day of the notice of exercise, if the notice
of exercise is executed during “regular trading hours” on a trading
day and is delivered within two hours thereafter, less (B) the
exercise price, multiplied by (C) the number of shares of Common
Stock the Common Warrant was exercisable into, with such product
then divided by the number determined under clause (A) in this
sentence.
Fractional Shares
No fractional shares of Common Stock will be issued upon the
exercise of the Common Warrants. Rather, we will, at our election,
either pay a cash adjustment in respect of such final fraction in
an amount equal to such fraction multiplied by the exercise price
or round up to the next whole share.
Transferability
Subject to applicable laws, a Common Warrant may be transferred at
the option of the holder upon surrender of the Common Warrant to us
together with the appropriate instruments of transfer and funds
sufficient to pay any transfer taxes payable upon such
transfer.
Trading Market
There is no trading market available for the Common Warrants on any
securities exchange or nationally recognized trading system. We do
not intend to list the Common Warrants on any securities exchange
or nationally recognized trading system. The shares of Common Stock
issuable upon exercise of the Common Warrants are currently
listed on The Nasdaq Capital Market under the symbol “COSM.”
Rights as a Shareholder
Except as otherwise provided in the Common Warrants or by virtue of
such holder’s ownership of the underlying shares of Common Stock,
the holders of the Common Warrants do not have the rights or
privileges of holders of our shares of Common Stock, including any
voting rights, until they exercise their Common Warrants.
Fundamental Transaction
In the event of a fundamental transaction, as described in the
Common Warrants and generally including any reorganization,
recapitalization or reclassification of our shares of Common Stock,
the sale, transfer or other disposition of all or substantially all
of our properties or assets, our consolidation or merger with or
into another person, the acquisition of more than 50% of our
outstanding shares of Common Stock, the holders of the Common
Warrants will be entitled to receive upon exercise of the Common
Warrants the kind and amount of securities, cash or other property
that the holders would have received had they exercised the Common
Warrants immediately prior to such fundamental transaction.
Additionally, in the event of a fundamental transaction, we or any
successor entity will, at the option of the holder of a Common
Warrant exercisable at any time concurrently with or within 30 days
after the consummation of the fundamental transaction (or, if
later, the date of the public announcement thereof), purchase the
Common Warrant from the holder by paying to the holder an amount of
consideration equal to the value of the remaining unexercised
portion of such Common Warrant on the date of consummation of the
fundamental transaction based on the Black-Scholes option pricing
model, determined pursuant to a formula set forth in the Common
Warrants. The consideration paid to the holder will be the same
type or form of consideration that was offered and paid to the
holders of shares of Common Stock in connection with the
fundamental transaction; provided that if no such consideration was
offered or paid, the holders of shares of Common Stock will be
deemed to have received shares of Common Stock of the successor
entity in such fundamental transaction for purposes of this
provision of the Common Warrants.
Senior Convertible Notes
January 7, 2021 Subscription Agreement
As of June 30, 2022, we have outstanding unsecured convertible
notes with an aggregate principal balance of $625,000 convertible
into 518,403 shares of our Common Stock as of October 28, 2022.
Information about the convertible notes is provided below.
Upon the consummation of a NEO listing, the total principal and
accrued interest outstanding on the note will convert into shares
of the Company’s common stock at a 25% discount to the prices of
the common shares sold in the financing to be conducted in
conjunction with the NEO listing. In the event that a NEO listing
is not consummated on or before October 31, 2021, the note holder
will have the option, in part or in full, to have the note repaid
with interest, or convert the note into Company common stock at a
25% discount to the 30-day volume-weighted average price of the
Common Shares on the most senior stock exchange in North American
on which the common shares are trading prior to conversion.
The Company determined that the embedded conversion feature of the
convertible promissory note meets the definition of a beneficial
conversion feature and a derivative liability which is accounted
for separately. The Company measured the beneficial conversion
feature’s intrinsic value on January 7, 2021 and determined that
the embedded derivative was valued at $62,619 which was recorded as
a debt discount and additional paid-in capital and is being
amortized over the life of the loan. As of June 30, 2022 and
December 31, 2021, $62,619 of the debt discount has been amortized.
As of June 30, 2022 and December 31, 2021, the fair value of the
derivative liability was $41,291 and $45,665, respectively. For the
six months ended June 30, 2022, the Company recorded a loss of
$7,255 from the change in fair value of derivative liability as
other income in the consolidated statements of operations and
comprehensive income (loss).
Convertible Promissory Note
On September 17, 2021 (the “Issue Date”), the Company entered into
a convertible promissory note with an unaffiliated third party.
The Company determined that the embedded conversion feature of the
convertible promissory note meets the definition of a beneficial
conversion feature which is accounted for separately as of December
31, 2021. The Company measured the beneficial conversion feature’s
intrinsic value on September 17, 2021, at $294,000 which, together
with the OID of $25,000 was recorded as a debt discount and is
being amortized over the life of the loan. On January 1, 2022, the
Company adopted ASU 2020-06 using the modified retrospective
method. As a result of the adoption, on January 1, 2022, the
Company recorded an increase to additional paid-in capital of
$294,000 and a decrease to accumulated deficit of $53,248. For the
year ended December 31, 2021, $60,063 of the debt discount has been
amortized. As of December 31, 2021, the Company had accrued a
principal balance of $525,000, had accrued $15,166 in interest
expense, and had remaining debt discount of $258,938 which resulted
in a net convertible note payable of $266,063. For the six months
ended June 30, 2022, $294,000 of the debt discount was reduced and
recorded as a reduction to additional paid-in capital and has been
amortized. As of June 30, 2022, the Company had accrued a principal
balance of $525,000, had accrued $41,416 in interest expense, and
had remaining debt discount of $5,744 which resulted in a net
convertible note payable of $519,256.
Transfer Agent
Our transfer agent for our Common Stock is Globex Transfer, LLC,
located at 780 Deltona Blvd., Suite 202, Deltona, Florida,
32725.
DESCRIPTION
OF WARRANTS
General
We may issue warrants for the purchase of our Preferred Stock,
Common Stock, or any combination thereof. Warrants may be issued
independently or together with our preferred shares or ordinary
shares and may be attached to or separate from any offered
securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our
agent in connection with the warrants. The warrant agent will not
have any obligation or relationship of agency or trust for or with
any holders or beneficial owners of warrants. This summary of
certain provisions of the warrants is not complete. For the terms
of a particular series of warrants, you should refer to the
prospectus supplement for that series of warrants and the warrant
agreement for that particular series.
Equity Warrants
The prospectus supplement relating to a particular series of
warrants to purchase our Common Stock or Preferred Stock will
describe the terms of the warrants, including the following:
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the offering price for the
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the aggregate number of
warrants; |
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the designation and terms of the
Common Stock or Preferred Stock that may be purchased upon exercise
of the warrants; |
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if applicable, the designation and
terms of the securities with which the warrants are issued and the
number of warrants issued with each security; |
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if applicable, the date from and
after which the warrants and any securities issued with the
warrants will be separately transferable; |
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the number of shares of Common
Stock or Preferred Stock that may be purchased upon exercise of a
warrant and the exercise price for the warrants; |
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the dates on which the right to
exercise the warrants shall commence and expire; |
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if applicable, the minimum or
maximum amount of the warrants that may be exercised at any one
time; |
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the currency or currency units in
which the offering price, if any, and the exercise price are
payable; |
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if applicable, a discussion of
material U.S. federal income tax considerations; |
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the antidilution provisions of the
warrants, if any; |
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the redemption or call provisions,
if any, applicable to the warrants; |
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any provisions with respect to a
holder’s right to require us to repurchase the warrants upon a
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warrants, including procedures and limitations relating to the
exchange, exercise and settlement of the warrants. |
Holders of equity warrants will not be entitled:
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receive notice as shareholders with
respect to any meeting of shareholders for the election of our
directors or any other matter; or |
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DESCRIPTION
OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase our shares of Common
Stock or Preferred Stock. These subscription rights may be offered
independently or together with any other security offered hereby
and may or may not be transferable by the shareholder receiving the
subscription rights in such offering. In connection with any
offering of subscription rights, we may enter into a standby
arrangement with one or more underwriters or other purchasers
pursuant to which the underwriters or other purchasers may be
required to purchase any securities remaining unsubscribed for
after such offering.
The prospectus supplement relating to any subscription rights we
offer, if any, will, to the extent applicable, include specific
terms relating to the offering, including some or all of the
following:
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Common Stock or Preferred Stock upon the exercise of the
subscription rights; |
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to be issued to each shareholder; |
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the number and terms of our Common
Stock or Preferred Stock which may be purchased per each
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rights, including the terms, procedures and limitations relating to
the exchange and exercise of the subscription rights; |
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exercise the subscription rights shall commence, and the date on
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subscription rights may include an over-subscription privilege with
respect to unsubscribed securities or an over-allotment privilege
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if applicable, the material terms
of any standby underwriting or purchase arrangement which may be
entered into by us in connection with the offering of subscription
rights. |
The description in the applicable prospectus supplement of any
subscription rights we offer will not necessarily be complete and
will be qualified in its entirety by reference to the applicable
subscription rights certificate, which will be filed with the SEC
if we offer subscription rights. We urge you to read the applicable
subscription rights certificate and any applicable prospectus
supplement in their entirety.
DESCRIPTION
OF UNITS
We may issue units consisting of some or all of the securities
described above, in any combination, including Common Stock,
Preferred Stock and/or warrants. The terms of these units will
be set forth in a prospectus supplement. The description of the
terms of these units in the related prospectus supplement will
not be complete. You should refer to the applicable form of unit
and unit agreement for complete information with respect to
these units.
LEGAL
MATTERS
Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, New
York 10158, is acting as counsel for the Company in connection with
the offering.
EXPERTS
The financial statements and the related financial statement
schedules, incorporated in this prospectus by reference from the
Company’s annual report on Form 10-K for the years ended December
31, 2021 and 2020 have been audited by Armanino LLP, an independent
registered public accounting firm, as stated in its reports, which
are incorporated herein by reference. Such financial statements and
financial statement schedule have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts
in accounting and auditing.
$50,000,000
Common Stock
Preferred Stock
Warrants
Units
Subscription Rights
COSMOS HOLDINGS INC.
PROSPECTUS
__________________, 2022
The information contained in this
preliminary prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This
preliminary prospectus is not an offer to sell these securities and
is not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS
SUPPLEMENT
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Subject to
Completion
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Dated November 7,
2022
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Up to
$50,000,000
Common Stock
On September 15, 2022, we entered into a certain Sales Agreement,
or sales agreement, with A.G.P. / Alliance Global Partners, or
A.G.P., relating to shares of our common stock offered by this
prospectus supplement and the accompanying prospectus. In
accordance with the terms of the Sales Agreement, we may offer and
sell shares of our common stock having an aggregate offering price
of up to $50,000,000 from time to time through A.G.P., acting as
our sales agent.
As of October 28, 2022, there were 84,184,905 shares of Common
Stock outstanding, of which 63,893,963 shares were held by
non-affiliates. The 21,297,988 shares, which are being registered
for sale hereunder, represent less than the one-third held by
non-affiliates as of October 28, 2022.
Our common stock is listed on The Nasdaq Capital Market under the
symbol “COSM.” On November 4, 2022, the last reported sale price of
our common stock on the Nasdaq Capital Market was $0.084 per
share.
Sales of our common stock, if any, under this prospectus supplement
and the accompanying prospectus may be made in sales deemed to be
“at the market offerings” as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended, or the Securities Act. If
authorized by us in writing, A.G.P. may also sell shares of our
common stock in negotiated transactions at market prices prevailing
at the time of sale or at prices related to such prevailing market
prices. A.G.P. is not required to sell any specific number or
dollar amount of securities, but will act as a sales agent using
commercially reasonable efforts consistent with its normal trading
and sales practices, on mutually agreed terms between A.G.P. and
us. There is no arrangement for funds to be received in any escrow,
trust or similar arrangement.
The compensation to A.G.P. for sales of common stock sold pursuant
to the sales agreement will be equal to 3% of the gross proceeds of
any shares of common stock sold under the sales agreement. In
connection with the sale of the common stock on our behalf, A.G.P.
will be deemed to be an “underwriter” within the meaning of the
Securities Act and the compensation of A.G.P. will be deemed to be
underwriting commissions or discounts. We have also agreed to
provide indemnification and contribution to A.G.P. with respect to
certain liabilities, including liabilities under the Securities Act
or the Securities Exchange Act of 1934, as amended, or the Exchange
Act.
Investing in our common stock involves a high degree of
risk. See “Risk Factors” beginning on page S-8 of this prospectus
supplement, and under similar headings in the other documents that
are incorporated by reference into this prospectus that should be
considered in connection with an investment in our common
stock.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
A.G.P.
The date of this prospectus supplement is [_______________],
2022
TABLE OF
CONTENTS
ABOUT THIS
PROSPECTUS SUPPLEMENT
This prospectus supplement relates to the offering of our common
stock. Before buying any of the common stock that we are offering,
we urge you to carefully read this prospectus supplement, together
with the accompanying base prospectus and the information
incorporated by reference as described under the headings “Where
You Can Find More Information” and “Incorporation of Certain
Information by Reference” in this prospectus supplement, and any
free writing prospectus that we have authorized for use in
connection with this offering. Generally, when we refer only to the
“prospectus,” we are referring to the base prospectus and
prospectus supplement combined. This prospectus supplement may add
to, update or change information in the accompanying prospectus and
the documents incorporated by reference into this prospectus
supplement or the accompanying prospectus. By using a shelf
registration statement, we may offer common stock having an
aggregate offering price of $50,000,000 from time to time under
this prospectus supplement at prices and on terms to be determined
by market conditions at the time of the offering. These documents
contain important information that you should consider when making
your investment decision.
This prospectus supplement describes the terms of this offering of
common stock and also adds to and updates information contained in
the documents incorporated by reference into this prospectus
supplement. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one
hand, and the information contained in any document incorporated by
reference into this prospectus supplement that was filed with the
Securities and Exchange Commission, or SEC, before the date of this
prospectus supplement, on the other hand, you should rely on the
information in this prospectus supplement. If any statement in one
of these documents is inconsistent with a statement in another
document having a later date — for example, a document incorporated
by reference into this prospectus supplement — the statement in the
document having the later date modifies or supersedes the earlier
statement.
You should rely only on this prospectus supplement, the
accompanying prospectus, the documents incorporated or deemed to be
incorporated by reference herein or therein, and any free writing
prospectus prepared by us or on our behalf. We have not, and the
sales agent has not, authorized anyone to provide you with
information different than that contained or incorporated by
reference in this prospectus supplement and any free writing
prospectus that we have authorized for use in connection with this
offering. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you. You should assume that the information
appearing in this prospectus supplement, the documents incorporated
by reference herein, and in any free writing prospectus that we
have authorized for use in connection with this offering is
accurate only as of the date of those respective documents. Our
business, financial condition, results of operations and prospects
may have changed since those dates. You should read this prospectus
supplement, the documents incorporated by reference herein, and any
free writing prospectus that we have authorized for use in
connection with this offering in their entirety before making an
investment decision.
We are offering to sell, and are seeking offers to buy, the shares
only in jurisdictions where such offers and sales are permitted.
The distribution of this prospectus and the offering of the shares
in certain jurisdictions or to certain persons within such
jurisdictions may be restricted by law. Persons outside the United
States who come into possession of this prospectus supplement must
inform themselves about and observe any restrictions relating to
the offering of the shares and the distribution of this prospectus
supplement outside the United States. This prospectus supplement
does not constitute, and may not be used in connection with, an
offer to sell, or a solicitation of an offer to buy, any securities
offered by this prospectus supplement by any person in any
jurisdiction in which it is unlawful for such person to make such
an offer or solicitation.
We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus
supplement or the accompanying prospectus were made solely for the
benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such
agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when
made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current
state of affairs.
Unless otherwise indicated in this prospectus supplement or the
context otherwise required, all references to “we,” “us,” “our,”
“the Company,” “Cosmos Holdings Inc.” and “Cosmos Health, Inc.”
refer to Cosmos Holdings Inc. and its subsidiaries.
We own or have rights to various trademarks, service marks and
trade names that we use in connection with the operation of our
business. This prospectus may also contain trademarks, service
marks and trade names of third parties, which are the property of
their respective owners. Our use or display of third parties’
trademarks, service marks, trade names or products in this
prospectus is not intended to, and does not imply a relationship
with, or endorsement or sponsorship by us. Solely for convenience,
the trademarks, service marks and trade names referred to in this
prospectus may appear without the ®, TM or SM symbols, but such references
are not intended to indicate, in any way, that we will not assert,
to the fullest extent under applicable law, our rights or the right
of the applicable licensor to these trademarks, service marks and
trade names.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents that we
incorporate by reference, contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. Such forward-looking statements include those
that express plans, anticipation, intent, contingency, goals,
targets or future development and/or otherwise are not statements
of historical fact.
These forward-looking statements are based on our current
expectations and projections about future events and they are
subject to risks and uncertainties known and unknown to us that
could cause actual results and developments to differ materially
from those expressed or implied in such statements, including the
risks described under “Risk Factors” in this prospectus supplement
and our Annual Report on Form 10-K for the year ended December 31,
2021 as updated by our subsequent filings under the Exchange Act,
each of which is incorporated by reference in this prospectus
supplement in their entirety.
In some cases, you can identify forward-looking statements by
terminology, such as “expects,” “anticipates,” “intends,”
“estimates,” “plans,” “believes,” “seeks,” “may,” “should,”
“would,” “could,” “predicts,” “future” or the negative of such
terms or other similar expressions. Accordingly, these statements
involve estimates, assumptions and uncertainties that could cause
actual results to differ materially from those expressed in them.
Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this prospectus
supplement.
You should read this prospectus supplement and the documents that
we reference herein and therein, completely and with the
understanding that our actual future results may be materially
different from what we expect. You should assume that the
information appearing in this prospectus supplement and the
documents incorporated by reference is accurate as of their
respective dates. Our business, financial condition, results of
operations and prospects may change. We may not update these
forward-looking statements, even though our situation may change in
the future, unless required by law to update and disclose material
developments related to previously disclosed information. We
qualify all of the information presented in this prospectus
supplement, and particularly our forward-looking statements, by
these cautionary statements.
WHERE YOU CAN
FIND MORE INFORMATION; INCORPORATION BY REFERENCE
This prospectus is part of the registration statement on Form S-3
we filed with the Securities and Exchange Commission, or SEC, under
the Securities Act, and does not contain all the information set
forth in the registration statement. Whenever a reference is made
in this prospectus to any of our contracts, agreements or other
documents, the reference may not be complete, and you should refer
to the exhibits that are a part of the registration statement or
the exhibits to the reports or other documents incorporated by
reference into this prospectus for a copy of such contract,
agreement or other document. You may inspect a copy of the
registration statement, including the exhibits and schedules,
without charge, at the SEC’s public reference room mentioned below,
or obtain a copy from the SEC upon payment of the fees prescribed
by the SEC.
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read, without charge, and
copy the documents we file at the SEC’s public reference rooms in
Washington, D.C. at 100 F Street, NE, Room 1580, Washington, DC
20549. You can request copies of these documents by writing to the
SEC and paying a fee for the copying cost. 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 at no cost
from the SEC’s website at http://www.sec.gov.
We incorporate by reference the filed documents listed below,
except as superseded, supplemented or modified by this prospectus,
and any future filings we will make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act (unless otherwise
noted, the SEC file number for each of the documents listed below
is 000-54436):
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(1)
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Cosmos Holdings’ Schedule 14C Definitive Information Statement
filed with the SEC on
March 1, 2022;
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(2)
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Cosmos Holdings’ Schedule 14A Definitive Proxy Statement filed with
the SEC on
October 20, 2022;
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(3)
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Cosmos Holdings’ Annual Report on Form 10-K filed with the SEC on
April 15, 2022;
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(4)
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Cosmos Holdings’ Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2022 and June 30, 2022 filed with the SEC on
May 17, 2022 and
August 19, 2022, respectively;
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(5)
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Cosmos Holdings’ Current Reports on Form 8-K filed with the SEC on
February 28, 2022,
March 1, 2022,
April 28, 2022,
May 18, 2022,
July 25, 2022,
July 29, 2022 ,
August 23, 2022,
September 27, 2022,
October 3, 2022 and
October 18, 2022, respectively;
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(6)
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Cosmos Holdings’ Registration Statement on Form S-1 and S-1/A (No.
333-265190) filed with the SEC on
May 25, 2022 and
June 07, 2022, respectively;
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(7)
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Cosmos Holdings’ Registration Statement on Form S-1
(No.333-267505) filed with the SEC on
September 19, 2022 ,
October 11, 2022,
October 13, 2022 and
October 14, 2022; and
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(8)
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Cosmos Holdings’ Registration Statement on Form S-1 MEF (No.
333-267917) filed with the SEC on
October 17, 2022.
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We also incorporate by reference into this prospectus additional
documents (other than current reports furnished under Item 2.02 or
Item 7.01 of Form 8-K and exhibits on such form that are related to
such items) that we may file with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the completion or
termination of the offering, including all such documents we may
file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration
statement, but excluding any information deemed furnished and not
filed with the SEC. Any statements contained in a previously filed
document incorporated by reference into this prospectus is deemed
to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus, or in a
subsequently filed document also incorporated by reference herein,
modifies or supersedes that statement.
This prospectus may contain information that updates, modifies or
is contrary to information in one or more of the documents
incorporated by reference in this prospectus. You should rely only
on the information incorporated by reference or provided in this
prospectus. We have not authorized anyone else to provide you with
different information. You should not assume that the information
in this prospectus is accurate as of any date other than the date
of this prospectus, or the date of the documents incorporated by
reference in this prospectus.
We will provide to each person, including any beneficial owner, to
whom this prospectus is delivered, upon written or oral request, at
no cost to the requester, a copy of any and all of the information
that is incorporated by reference in this prospectus.
You may request, and we will provide you with, a copy of these
filings, at no cost, by contacting us at:
Cosmos Holdings Inc.
141 West Jackson Blvd., Suite 4236
Chicago, IL 60604
Attention: Corporate Secretary
Telephone: (312) 536-3102
PROSPECTUS
SUMMARY
The following summary is qualified in its entirety by, and
should be read together with, the more detailed information and
financial statements and related notes thereto appearing elsewhere
or incorporated by reference in this prospectus. Before you decide
to invest in our securities, you should read the entire prospectus
carefully, including the risk factors and the financial statements
and related notes included or incorporated by reference in this
prospectus.
In this prospectus, unless otherwise noted, the terms “the
Company,” “Cosmos,” “we,” “us,” and “our” refer to Cosmos Holdings
Inc. d/b/a Cosmos Health.
Overview
Cosmos Holdings Inc. (d/b/a Cosmos Health, Inc.) together with its
subsidiaries (hereinafter referred to collectively as “us,” “we,”
or the “Company”) is an international healthcare group that was
incorporated in 2009 and is headquartered in Chicago, Illinois.
Cosmos Health is engaged in the nutraceuticals sector through its
own proprietary lines of products “Sky Premium Life” and
“Mediterranation.” Additionally, the Company is operating in the
pharmaceutical sector through the provision of a broad line of
branded generics and over-the-counter (“OTC”) medications
and is involved in the healthcare distribution sector through its
subsidiaries in Greece and UK serving retail pharmacies and
wholesale distributors. Cosmos Health is strategically focused on
the research and development (“R&D”) of novel patented
nutraceuticals and intellectual property (“IP”) and
specialized root extracts as well as on the R&D of proprietary
complex generics and innovative OTC products. Cosmos has developed
a global distribution platform and is currently expanding
throughout Europe, Asia and North America. Currently, the Company
has offices and distribution centers through its three wholly-owned
subsidiaries: (i) Cosmos Holdings Inc., the parent company
headquartered in Chicago, USA (ii) SkyPharm S.A., headquartered in
Thessaloniki, Greece; (iii) Decahedron Ltd., head-quartered in
Harlow, United Kingdom; and (iv) Cosmofarm S.A., headquartered in
Athens, Greece.
The Company’s cross-border pharmaceutical business serves wholesale
pharmaceutical distributors and independent retail pharmacies
across the European Union (“EU”) through a network of two strategic
distribution centers, one in Greece and one in the UK, as well as
an additional warehousing facility. The Company focuses on
leveraging its growing purchasing scale and supplier relationships
to secure discounts and provide pharmaceuticals at reduced prices
and on continuing to drive organic growth at attractive margins for
its cross-border pharmaceutical wholesale business.
The Company operates in the business of full-line pharmaceutical
wholesale distribution and serves approximately 1,500 independent
retail pharmacies and 40 pharmaceutical wholesalers in Greece
region by providing brand-name and generic pharmaceuticals,
over-the-counter medicines, vitamins and nutraceuticals. We invest
in technology to enhance safety, distribution and warehousing
efficiency and reliability. Specifically, the Company operates a
fully automated warehouse system with three robotic systems, two
ROWA™ types and one A-frame type, that ensure 0% error selection
rate, accelerate order fulfillment, and yield higher
cost-efficiency in our distribution center.
Taking into consideration the growing demand of various vitamins
and nutraceuticals, the Company entered the market with its own
brand of nutraceuticals: Sky Premium Life® (“SPL”). Our current
business has provided us with access to wholesalers both from the
sourcing and the sales division of our wholesale business. We sell
our products to vendors that supply us with pharmaceutical products
as well as to our clients to whom we currently sell pharmaceutical
products. We serve this demand by offering quality products to our
existing network of wholesalers and pharmacies. Pharmacies are
still the key channels for distribution and sales of nutraceuticals
in the European market. The development and manufacturing of our
own line is assigned to a related party which operates according to
our specifications and GMP protocols.
Moreover, our nutraceutical products have penetrated several
markets during 2021 and early 2022 through digital channels such as
Amazon and Tmall. We focus on nutraceutical products because we
foresee it as a relatively underpenetrated market throughout Europe
with the potential of high growth opportunities due to its large
market size and margin contribution as the demand for nutraceutical
products is increasing globally.
Corporate Information
Our principal executive offices are located at is located at 141 W.
Jackson Blvd, Suite 4236, Chicago, Illinois 60604, and our
telephone number is (312) 536-3102. On July 25, 2022, the
Board adopted, subject to stockholder approval, a resolution to
amend the Company’s Articles of Incorporation in order to change
the Company’s name from “Cosmos Holdings, Inc.” to “Cosmos Health,
Inc.”
The Board of Directors determined that it would be in the Company’s
best interest to change the Company’s name to better reflect the
Company’s evolution into an innovative global healthcare group with
a focus on improving people’s lives. The enhancement with
cutting edge technologies for the development of its pharmaceutical
and nutraceutical products, through its vertical integrated
ecosystem, will enable Cosmos Health to implement its goal of
becoming a global healthcare group, committed to human health
needs. On August 2, 2022, the Company filed a Certificate of
Business: Fictitious Firm Name in Nevada, its State of
incorporation and an Application to Adopt, Change or Cancel an
Assumed Corporate Name in Illinois, the State of its corporate
headquarters, to use the name Cosmos Health, Inc.
Our website address is www.cosmoshold.com. Any information
contained on, or that can be accessed through, our website is not
part of this prospectus and should not be relied upon in connection
with making any decision with respect to an investment in our
securities.
The Offering
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Common stock offered by us:
|
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Shares of our common stock having an aggregate offering price of up
to $50,000,000.
|
|
|
|
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Common stock outstanding prior to offering
(1):
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As
of October 28, 2022, we had 84,184,905 shares issued and
outstanding.
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Manner of offering:
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“At the market offering” that may be made from time to time on
Nasdaq or other market for our common stock in the U.S. through our
sales agent, A.G.P. See “Plan of Distribution” on page
S-10.
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Capital Stock:
|
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We are a Nevada corporation and our affairs are governed by our
Amended and Restated Articles of Incorporation and the Nevada
Revised Statutes. Our authorized share capital is 400,000,000
shares consisting of 300,000,000 shares of common stock, par value
$0.001 per share, and 100,000,000 shares of preferred stock, par
value $0.001 per share.
For more information about our common stock, you should carefully
read the section in the accompanying base prospectus entitled
“Description of Securities.”
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Use of proceeds:
|
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We intend to use the net proceeds, if any, from this offering for
working capital and general corporate purposes. See “Use of
Proceeds” on page S-9.
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Risk Factors:
|
|
Investing in our common stock involves significant risks. See
“Risk Factors” beginning on page S-8 of this prospectus supplement
and other information included or incorporated by reference into
this prospectus supplement for a discussion of factors you should
carefully consider before investing in our securities.
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NASDAQ Capital Market trading symbol:
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COSM
|
(1) Except as otherwise indicated herein, the information above and
elsewhere in this prospectus supplement regarding outstanding
shares of Common Stock is based on 84,184,905 shares issued and
outstanding as of October 28, 2022 and excludes: up to 5,000,000
shares of Common Stock reserved for issuance under our Equity
Incentive Plan (subject to shareholder approval); 2,413,438 shares
issuable upon conversion of 1,500 shares of Series A Preferred
Stock issued and outstanding; 21,238,256 shares issuable upon
exercise of Exchange Warrants; and 62,500,000 shares issuable upon
exercise of Series A Common Warrants and 62,500,000 shares issuable
upon exercise of Series B Common Warrants.
RISK
FACTORS
Investing in our common stock involves a high degree of risk.
Prior to making a decision about investing in our common stock, you
should carefully consider the specific risk factors discussed in
the sections entitled “Risk Factors” contained in our annual report
on Form 10-K for the fiscal year ended December 31, 2021 under the
heading “Item 1A. Risk Factors,” and as described or may be
described in any subsequent quarterly report on Form 10-Q under the
heading “Part II, Item 1A. Risk Factors,” as well as in any
applicable prospectus supplement and contained or to be contained
in our filings with the SEC and incorporated by reference in this
prospectus, together with all of the other information contained in
this prospectus, or any applicable prospectus supplement. For a
description of these reports and documents, and information about
where you can find them, see “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.” If any of
the risks or uncertainties described in our SEC filings or any
prospectus supplement or any additional risks and uncertainties
actually occur, our business, financial condition and results of
operations could be materially and adversely affected.
Risks Relating to this Offering
We may allocate the net proceeds from this offering in ways
that you or other stockholders may not approve.
We
currently intend to use the net proceeds of this offering, if any,
for working capital and general corporate purposes, which may
include operating expenses, research and development expenditures,
and the balance, if any, for pending and future acquisitions. This
expected use of the net proceeds from this offering represents our
intentions based upon our current plans and business conditions.
The amounts and timing of our actual expenditures may vary
significantly depending on numerous factors or assets that we may
opportunistically identify and seek to license or acquire or any
collaborations that we may enter into with third parties for our
product candidates, and any unforeseen cash needs. Because the
number and variability of factors that will determine our use of
the proceeds from this offering, their ultimate use may vary
substantially from their currently intended use. As a result, our
management will retain broad discretion over the allocation of the
net proceeds from this offering and could spend the proceeds in
ways that do not necessarily improve our operating results or
enhance the value of our common stock. See “Use of Proceeds.”
You may experience dilution as a result of future equity
offerings.
In order to raise additional capital, we may in the future offer
additional shares of common stock or other securities convertible
into or exchangeable for our common stock at prices that may not be
the same as the price per share of common stock in this offering.
We may sell shares of common stock or other securities in any other
offering at a price per share of common stock that is less than the
price per share of common stock paid by investors in this offering,
and investors purchasing shares of common stock or other securities
in the future could have rights superior to existing shareholders.
The price per share of common stock at which we sell additional
shares of common stock or securities convertible or exchangeable
into shares of common stock, in future transactions may be higher
or lower than the price per share of common stock paid by investors
in this offering.
The shares of common stock offered hereby will be sold in
“at-the-market” offerings, and investors who buy shares of common
stock at different times will likely pay different prices.
Investors who purchase shares of common stock in this offering at
different times will likely pay different prices, and so may
experience different outcomes in their investment results. We will
have discretion, subject to market demand, to vary the timing,
prices and numbers of shares of common stock sold, and there is no
minimum or maximum sales price. Investors may experience a decline
in the value of their shares of common stock as a result of common
stock sales made at prices lower than the prices they paid.
The actual number of shares of common stock we will sell under
the sales agreement, at any one time or in total, is
uncertain.
Subject to certain limitations in the sales agreement and
compliance with applicable law, we have the discretion to deliver a
sales notice to A.G.P. at any time throughout the term of the sales
agreement. The number of shares of common stock that are sold by
A.G.P. after we deliver a sales notice will fluctuate based on the
market price of the shares of common stock during the sales period
and limits we set with A.G.P. Because the price per share of common
stock of each share of common stock sold will fluctuate based on
the market price of shares of common stock representing our shares
of common stock during the sales period, it is not possible at this
stage to predict the number of shares of common stock that will be
ultimately issued.
USE OF
PROCEEDS
We currently intend to use the net proceeds from this offering, if
any, for working capital and general corporate purposes, which may
include operating expenses, research and development expenditures,
and the balance, if any, for pending and future acquisitions.
The timing and amount of our actual expenditures will be based on
many factors, including cash flows from operations and the
anticipated growth of our business. As of the date of this
prospectus, we cannot specify with certainty all of the particular
uses for the net proceeds to us from this offering. As a result,
our management will have broad discretion regarding the timing and
application of the net proceeds from this offering. Investors will
be relying on the judgment of our management regarding the
application of the proceeds of this offering. Pending their
ultimate use, we intend to invest the net proceeds in short-term,
investment-grade, interest-bearing instruments.
MARKET PRICE
OF OUR COMMON STOCK
Our common stock is presently listed on the Nasdaq Capital Market
under the symbol “COSM”. On November 4, 2022, the last reported
sale price of our common stock was $0.084.
Holders of Common Stock
As of October 28, 2022, we had 84,184,905 shares outstanding for
common stock. We had 415 registered holders of record of our common
stock. A substantially greater number of holders of our common
stock are “street name” or beneficial holders, whose shares of
record are held through banks, brokers, other financial
institutions and registered clearing agencies.
DIVIDEND
POLICY
We have not declared or paid cash dividends on our capital stock to
date and do not anticipate or contemplate paying dividends in the
foreseeable future. We intend to retain future earnings, if any, to
finance the expansion of our business, and we do not anticipate
that any cash dividends will be paid in the foreseeable future. Our
future payment of dividends will depend on our earnings, capital
requirements, expansion plans, financial condition and other
relevant factors that our board of directors may deem relevant. Our
accumulated deficit currently limits our ability to pay cash
dividends.
PLAN OF
DISTRIBUTION
We have entered into the sales agreement with A.G.P. under which we
may issue and sell shares of our common stock from time to time up
to $50,000,000 to or through A.G.P., acting as our sales agent. The
sales of our common stock, if any, under this prospectus supplement
will be made at market prices by any method deemed to be an “at the
market offering” as defined in Rule 415(a)(4) under the Securities
Act, including sales made directly on The NASDAQ Capital Market, on
any other existing trading market for our common stock or to or
through a market maker.
Each time that we wish to issue and sell shares of our common stock
under the sales agreement, we will provide A.G.P. with a placement
notice describing the amount of shares to be sold, the time period
during which sales are requested to be made, any limitation on the
amount of shares of common stock that may be sold in any single
day, any minimum price below which sales may not be made or any
minimum price requested for sales in a given time period and any
other instructions relevant to such requested sales. Upon receipt
of a placement notice, A.G.P., acting as our sales agent, will use
commercially reasonable efforts, consistent with its normal trading
and sales practices and applicable state and federal laws, rules
and regulations and the rules of The Nasdaq Capital Market, to sell
shares of our common stock under the terms and subject to the
conditions of the placement notice and the sales agreement. We or
A.G.P. may suspend the offering of common stock pursuant to a
placement notice upon notice and subject to other conditions.
Settlement for sales of common stock, unless the parties agree
otherwise, will occur on the second trading day following the date
on which any sales are made in return for payment of the net
proceeds to us. There are no arrangements to place any of the
proceeds of this offering in an escrow, trust or similar account.
Sales of our common stock as contemplated in this prospectus
supplement will be settled through the facilities of The Depository
Trust Company or by such other means as we and A.G.P. may agree
upon.
We will pay A.G.P. commissions for its services in acting as our
sales agent in the sale of our common stock pursuant to the sales
agreement. A.G.P. will be entitled to compensation at a fixed
commission rate of 3% of the gross proceeds from the sale of our
common stock on our behalf pursuant to the sales agreement. We have
also agreed to reimburse A.G.P. for its reasonable and documented
out-of-pocket expenses (including but not limited to the reasonable
and documented fees and expenses of its legal counsel) in an amount
not to exceed $50,000.
We estimate that the total expenses for this offering, excluding
compensation payable to A.G.P. and certain expenses reimbursable to
A.G.P. under the terms of the sales agreement, will be
approximately $100,000. The remaining sales proceeds, after
deducting any expenses payable by us and any transaction fees
imposed by any governmental, regulatory, or self-regulatory
organization in connection with the sales, will equal our net
proceeds for the sale of such common stock.
Because there are no minimum sale requirements as a condition to
this offering, the actual total public offering price, commissions
and net proceeds to us, if any, are not determinable at this time.
The actual dollar amount and number of shares of common stock we
sell through this prospectus supplement will be dependent, among
other things, on market conditions and our capital raising
requirements.
We will report at least quarterly the number of shares of common
stock sold through A.G.P. under the sales agreement, the net
proceeds to us and the compensation paid by us to A.G.P. in
connection with the sales of common stock under the sales
agreement.
In connection with the sale of the common stock on our behalf,
A.G.P. will be deemed to be an “underwriter” within the meaning of
the Securities Act, and the compensation of A.G.P. will be deemed
to be underwriting commissions or discounts. We have agreed to
provide indemnification and contribution to A.G.P. against certain
civil liabilities, including liabilities under the Securities
Act.
A.G.P. will not engage in any market making activities involving
our common stock while the offering is ongoing under this
prospectus supplement if such activity would be prohibited under
Regulation M or other anti-manipulation rules under the Securities
Act. As our sales agent, A.G.P. will not engage in any transactions
that stabilizes our common stock.
The offering pursuant to the sales agreement will terminate upon
the earlier of (i) the sale of all shares of common stock subject
to the sales agreement and (ii) termination of the sales agreement
as permitted therein. We may terminate the sales agreement in our
sole discretion at any time by giving 10 days’ prior notice to
A.G.P. On the other hand, A.G.P. may terminate the sales agreement
under the circumstances specified in the sales agreement and in its
sole discretion at any time by giving 10 days prior notice to
us.
A.G.P. and/or its affiliates have provided, and may in the
future provide, various investment banking and other financial
services for us, for which services they have received and may in
the future receive customary fees.
This prospectus supplement in electronic format may be made
available on a website maintained by A.G.P., and A.G.P. may
distribute this prospectus supplement electronically.
LEGAL
MATTERS
The validity of the shares of common stock offered by this
prospectus supplement will be passed upon by Davidoff Hutcher and
Citron LLP, New York, New York. A.G.P. / Alliance Global Partners
is being represented in connection with this offering by Ballard
Spahr LLP, Philadelphia, Pennsylvania.
EXPERTS
The financial statements and the related financial statement
schedules, incorporated in this prospectus by reference from the
Company’s annual report on Form 10-K for the year ended December
31, 2021 and 2020 have been audited by Armanino LLP, an independent
registered public accounting firm, as stated in its reports, which
are incorporated herein by reference. Such financial statements and
financial statement schedule have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts
in accounting and auditing.
$50,000,000
Common Stock
__________________________
PROSPECTUS SUPPLEMENT
__________________________
A.G.P.
_______________, 2022
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of
the securities being registered, other than underwriting discounts
and commissions, are estimated below:
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SEC registration fee
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$ |
4,635 |
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FINRA filing fee
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8,000 |
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Legal fees and expenses
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40,000
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Accounting fees and expenses
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10,000
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Transfer agent fees and expenses
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1,000
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Miscellaneous expenses
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1,365
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Total
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65,000
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*Estimated expenses are presently not known and cannot be
estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
We have not entered into separate indemnification agreements with
any of our directors or officers. The Nevada Revised Statutes
provide us with the power to indemnify any of our directors and
officers. The director or officer must have conducted
himself/herself in good faith and reasonably believe that his/her
conduct was in, or not opposed to, our best interests. In a
criminal action, the director or officer must not have had
reasonable cause to believe his/her conduct was unlawful.
Under applicable sections of the Nevada Revised Statutes, advances
for expenses may be made by agreement if the director or officer
affirms in writing that he/she believes he/she has met the
standards and will personally repay the expenses if it is
determined the officer or director did not meet the standards.
Our Amended and Restated Bylaws include certain indemnification
provisions under which we are required to indemnify any of our
current or former directors or officers against all costs, charges
and expenses, including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by him or them
including an amount paid to settle an action or satisfy a judgment
inactive criminal or administrative action or proceeding to which
he is or they are made a party by reason of his or her being or
having been a director of the Company. In addition, our Amended and
Restated Articles of Incorporation provide that the no director or
officer of the Company shall be personally liable to the Company or
any of its stockholders for damages for breach of fiduciary duty as
a director or officer involving any act or omission of any such
director or officer; provided, however, that these provisions do
not eliminate or limit the liability of a director or officer (i)
for acts or omissions which involve intentional misconduct, fraud
or knowing violation of the law, or (ii) the payment of dividends
in violation of Section 78.300 of the Nevada Revised Statutes.
At present, there is no pending litigation or proceeding involving
any of our directors or officers regarding which indemnification is
sought, nor are we aware of any threatened litigation that may
result in claims for indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for our directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event a claim for indemnification against
such liabilities (other than payment by us for expenses incurred or
paid by a director, officer or controlling person of ours in
successful defense of any action, suit, or proceeding) is asserted
by a director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction, the question of
whether such indemnification by it is against public policy in the
Securities Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits:
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Exhibit No.
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Document Description
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1.1
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Form of Underwriting Agreement*
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1.2
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Form of Sales Agreement by and between Cosmos Holdings Inc. and
A.G.P./Alliance Global Partners***
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1.3
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Form of Placement Agent Agreement by and between Cosmos Holdings
Inc. and A.G.P./Alliance Global Partners (50)
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2.1
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Share Exchange Agreement by and among Prime Estates and
Developments Inc. and Amplerissimo dated September 27, 2013
(14)
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3.1
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Amended and Restated Articles of Incorporation of the Registrant
(1)
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3.2
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Correction to Certificate of Designations of Rights and Preferences
of Series A Convertible Preferred Stock dated February 24, 2022
(2)
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3.3
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Amendment to Certificate of Designation of Rights and Preferences
of Series A Convertible Preferred Stock (46)
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3.4
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Amended and Restated Bylaws of the Registrant (1)
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4.1
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Form of Senior Convertible Note (12)
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4.2
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Common Stock Purchase Warrant issued to Roth Capital Partners
(11)
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4.3
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Common Stock Purchase Warrant dated September 4, 2017 issued to
Roth Capital Partners LLC (15)
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4.4
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Form of Pre-Funded Warrant (47)
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4.5
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Form of Series A Common Warrant (47)
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4.6
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Form of Series B Common Warrant (47)
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4.7
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Form of Exchange Warrant (48)
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4.8
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Form of Warrant Exchange Agreement (48)
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4.9
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Omnibus Equity Incentive Plan (49)
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5.1
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Opinion of Counsel to Registrant**
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10.1
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Loan Facility Agreement, dated as of August 4, 2016, by and among
SkyPharm S/A, Grigorios Siokas, as Guarantor and Synthesis Peer to
Peer Income Fund. (4)
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10.2
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Pledge Agreement, by and between Grigorios Siokas and Synthesis
Peer-to Peer Income Fund (4)
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10.3
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First Deed of Amendment relating to Loan Facility Agreement, dated
as of August 4, 2016, by and among Sky Pharm S.A., as Borrower,
Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income
Fund (5)
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10.4
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Amended and Restating Loan Facility Agreement, dated as of March
23, 2017, by and among SkyPharm S.A., as Borrower, Grigorios
Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund, as
Lender (7)
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10.5
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Trade Finance Facility Offer Letter, dated as of April 10, 2017, by
and between Decahedron Ltd. and Synthesis Structured Commodity
Trade Finance Limited (8)
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10.6
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Trade Finance Facility Agreement, dated as of April 10, 2017, by
and between Decahedron Ltd. and Synthesis Structured Commodity
Trade Finance Limited (8)
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10.7
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Cross Guarantee and Indemnity Agreement, dated as of April 10,
2017, by and among Cosmos Holdings Inc., Decahedron Ltd. and
Synthesis Structured Commodity Trade Finance Limited (8)
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10.8
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Security Assignment of Receivables and other Contractual Rights,
dated as of April 10, 2017, by and between Decahedron Ltd. and
Synthesis Structured Commodity Trade Finance Limited (8)
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10.9
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Trade Finance Facility Agreement, dated May 12, 2017 by and between
SkyPharm S.A and Synthesis Structured Commodity Finance Limited
(9)
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10.10
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Cross Guarantee and Indemnity Agreement dated May 12, 2017 by and
between SkyPharm S.A., as Commodity Buyer, Cosmos Holdings Inc. as
Guarantor and Synthesis Structured Commodity Trade Finance Limited
(9)
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10.11
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Security Assignment of Receivables and other Contractual Rights,
dated May 12, 2017 by and between SkyPharm S.A and Synthesis
Structured Commodity Trade Finance Limited (9)
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10.12
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Distribution and Equity Acquisition Agreement Effective as of March
19, 2018 by and between Cosmos Holdings, Inc. and Marathon Global
Inc. (13)
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10.13
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First Amendment to Share Exchange Agreement dated May 24, 2018
(16)
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10.14
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Stock Purchase Agreement dated as of June 23, 2018 by and among
Cosmofarm Ltd., Deepdae Holdings Ltd. and Cosmos Holdings Inc.
(17)
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10.15
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Share Exchange Agreement dated as of June 26, 2018 with Marathon
Global Inc. (18)
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10.16
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Share Purchase Agreement dated September 30, 2018 by and between
Cosmos Holdings Inc. and Abbydale Management Ltd. (43)
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10.17
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Further Amendment dated October 17, 2018 to Supplemental Deed dated
May 16, 2018 by and among SkyPharm S.A., Cosmos Holdings Inc. and
Synthesis Structured Commodity Trade Finance Limited (21)
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10.18
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Amendment dated as of December 19, 2018 to Stock Purchase Agreement
dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae
Holding Ltd. and Cosmos Holdings Inc. (23)
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10.19
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Promissory Note dated December 19, 2018 from Cosmos Holdings Inc.
to Deepdae Holding Ltd. (23)
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10.20
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Amendment dated as of December 19, 2018 to Stock Purchase Agreement
dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae
Holding Ltd. and Cosmos Holdings Inc. filed with Form 8-K on
December 20, 2018 (23)
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10.21
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Promissory Note dated December 19, 2018 from Cosmos Holdings Inc.
to Deepdae Holding Ltd. filed with Form 8-K on December 20, 2018
(23)
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10.22
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Assumption Contract for the Design, Development and Production of
Dietary Supplements dated March 10, 2017 by and between SkyPharm
and Doc Pharma S.A. (24)
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10.23
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Form of Senior Promissory Note dated May 5, 2020 for $2,000,000
(25)
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10.24
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Form of Senior Promissory Note dated May 8, 2020 for $2,000,000
(25)
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10.25
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Form of Senior Promissory Note dated May 18, 2020 for $2,000,000
(26)
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10.26
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Form of Senior Promissory Note dated July 3, 2020 for $5,000,000
(26)
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10.27
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Agreement dated June 30, 2020 by and among Synthesis Peer-to-Peer
Income Fund, Sky Pharm S.A. and Grigorios Siokas (26)
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10.28
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Senior Promissory Note dated August 4, 2020 for $3,000,000
(28)
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10.29
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Employment Agreement dated January 1, 2019 by and between the
Registrant and Georgios Terzis (28)
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10.30
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Debt Exchange Agreement dated December 21, 2020 by and among the
Registrant, Grigorios Siokas and an unaffiliated lender
(30)
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10.31
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Debt Exchange Agreement dated October 29, 2020 by and among the
Registrant, Grigorios Siokas and an unaffiliated lender
(31)
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10.32
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Amended and Restated Debt Exchange Agreement dated as of February
5, 2021 (32)
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10.33
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Consulting Agreement dated as of February 5, 2021 by and between
the Registrant and an unaffiliated consultant (33)
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10.34
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Addendum to Consulting Agreement dated as of February 5, 2021 by
and between the Registrant and an unaffiliated consultant
(33)
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10.35
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Debt Exchange Agreement dated May 10, 2021 by and between the
Registrant and Grigorios Siokas (34)
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10.36
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Third Forbearance and Amendment Agreement dated June 18, 2021 by
and between Hudson Bay Master Fund Ltd. and the Registrant
(35)
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10.37
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Debt Exchange Agreement dated June 23, 2021 by and between the
Registrant and Grigorios Siokas (36)
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10.38
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Debt Exchange Agreement dated July 13, 2021 by and between the
Registrant and Grigorios Siokas (37)
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10.39
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Convertible Promissory Note dated July 20, 2021 payable to
Grigorios Siokas (38)
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10.40
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Debt Exchange Agreement dated August 4, 2021 by and between a
senior institutional lender, the Registrant, SkyPharm S.A. and
Grigorios Siokas (39)
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10.41
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Capital Market Advisory Agreement dated as of July 1, 2021 and
Exchange Listing LLC (40)
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10.42
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Form of Securities Purchase Agreement dated as of September 17,
2021 (41)
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10.43
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Form of Registration Rights Agreement dated as of September 17,
2021 (41)
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10.44
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Form of Convertible Promissory Note (41)
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10.45
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Form of Warrant to Purchase Common Stock (42)
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10.46
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Form of Securities Purchase Agreement dated February 2022
(42)
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10.47
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Form of Registration Rights Agreement (42)
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10.48
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Form of Securities Purchase Agreement dated October 17, 2022
(47)
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10.49
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Binding Letter of Intent with Pharmaceutical Laboratories Cana,
S.A. (51)
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14.1
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Code of Ethics (19)
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21
|
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List of Subsidiaries (44)
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23.1
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Consent of Armanino LLP**
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23.2
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Consent of Davidoff Hutcher & Citron
LLP (included in Exhibit 5.1)**
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24.1
|
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Power of attorney (included on the signature page)***
|
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101.INS
|
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XBRL Instance Document (45)
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101.SCH
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XBRL Taxonomy Extension Schema Document (45)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document (45)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document (45)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document (45)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document (45)
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101
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Interactive data files formatted in XBRL (eXtensible Business
Reporting Language): (i) the Consolidated Balance Sheets, (ii) the
Consolidated Statements of Operations, (iii) the Consolidated
Statements of Cash Flows, and (iv) the Notes to the Consolidated
Financial Statements (45)
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107
|
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Filing Fee Table***
|
____________
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*
|
To be filed by Amendment to this Registration Statement.
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**
|
Filed with this Registration Statement.
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***
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Previously filed with this Registration Statement.
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(1)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on October 12, 2021.
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(2)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on March 1, 2022.
|
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(3)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on November 9, 2015.
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(4)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on August 16, 2016.
|
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(5)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on September 16, 2016.
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(6)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on October 5, 2016.
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(7)
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Incorporated by reference to the Current Report on Form 8-K/A filed
by the Registrant on March 28, 2017.
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(8)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on April 14, 2017.
|
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(9)
|
Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on May 18, 2017.
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(10)
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[INTENTIONALLY LEFT BLANK]
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(11)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on December 27, 2017.
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(12)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on February 21, 2018.
|
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(13)
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Incorporated by reference to the Current Report on Form 8-K filed
by the Registrant on March 19, 2018.
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(14)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on October 3, 2013.
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(15)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on September 5, 2018.
|
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(16)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on May 31, 2018.
|
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(17)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on June 26, 2018.
|
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(18)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on July 19, 2018.
|
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(19)
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Incorporated by reference to the filing of the Annual Report on
Form 10-K filed by the Registrant on April 17, 2018.
|
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(20)
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[INTENTIONALLY LEFT BLANK]
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(21)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on October 19, 2018.
|
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(22)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on December 13, 2018.
|
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(23)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on December 21, 2018.
|
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(24)
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Incorporated by reference to Registration Statement on Form S-1/A
(No. 333-222061) filed by the Registrant on January 31, 2018.
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(25)
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Incorporated by reference to the filing of the Quarterly Report on
Form 10-Q filed by the Registrant on May 15, 2020.
|
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(26)
|
Incorporated by reference to the filing of the Current Report on
Form 10-Q filed by the Registrant on August 13, 2020.
|
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(27)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on November 13, 2020.
|
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(28)
|
Incorporated by reference to the filing of the Quarterly Report on
Form 10-Q filed by the Registrant on November 16, 2020.
|
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(29)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on November 17, 2020.
|
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(30)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on December 22, 2020.
|
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(31)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on March 11, 2021.
|
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(32)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on April 2, 2021.
|
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(33)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on April 8, 2021.
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(34)
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Incorporated by reference to the filing of the Quarterly Report on
Form 10-Q filed by the Registrant on May 17, 2021.
|
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(35)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on June 21, 2021.
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(36)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on June 25, 2021.
|
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(37)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on July 14, 2021.
|
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(38)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on July 27, 2021.
|
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(39)
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Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on August 10, 2021.
|
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(40)
|
Incorporated by reference to the filing of the Current Report on
Form 10-Q filed by the Registrant on August 16, 2021.
|
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(41)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on September 21, 2021.
|
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(42)
|
Incorporated by reference to the filing of the Current Report on
Form 8-K filed by the Registrant on March 1, 2022.
|
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(43)
|
Incorporated by reference to the filing of the Company’s Current
Report on Form 8-K filed by the Registrant on October 4, 2018
|
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(44)
|
Incorporated by reference to the filing of the Annual Report on
Form 10-K filed by the Registrant on May 18, 2022.
|
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(45)
|
Incorporated by reference to the filing of the Registration
Statement on Form S-1 filed by the Registrant on May 24, 2022.
|
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(46)
|
Incorporated by reference to the filing of the Company’s Current
Report on Form 8-K filed by the Registrant on July 29, 2022.
|
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(47)
|
Incorporated by reference to the filing of the Company’s Current
Report on Form 8-K filed by the Registrant on October 18, 2022.
|
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(48)
|
Incorporated by reference to the filing of the Company’s Current
Report on Form 8-K filed by the Registrant on October 3, 2022.
|
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(49)
|
Incorporated by reference to the filing of the Company’s Schedule
14A filed by the Registrant on September 23, 2022.
|
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(50)
|
Incorporated by reference to the filing of the Company’s
Registration Statement on Form S‑1 filed by the Registrant on
September 19, 2022.
|
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|
(51)
|
Incorporated by reference to the filing of the Company’s Current
Report on Form 8‑K filed by the Registrant on July 25, 2022.
|
(b) Financial Statement Schedules:
All schedules are omitted because the required information is
inapplicable or the information was previously presented in the
financial statements and the related notes thereto.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)1(i) and
(a)(1)(ii) of above do not apply if the registration statement is
on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser, each prospectus filed the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part
of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining any liability under the
Securities Act of 1933 to any purchaser in the initial distribution
of the securities: the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424 (§ 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(6) For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized on
the 7th day of November 2022.
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COSMOS HOLDINGS INC.
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By:
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/s/ Grigorios
Siokas |
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Name:
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Grigorios Siokas
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Title:
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Chief Executive Officer
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WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Grigorios Siokas
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Grigorios Siokas
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Chief Executive Officer
(Principal Executive Officer and Director)
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November 7, 2022
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/s/ Georgios Terzis
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Georgios Terzis
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Chief Financial Officer
(Principal Accounting and Financial Officer)
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November 7, 2022
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Dimitrios Goulielmos
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Director
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*/s/ Demetrios G. Demetriades
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Demetrios G. Demetriades
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Secretary and Director
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November 7, 2022
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*/s/ John J. Hoidas
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John J. Hoidas
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Director
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November 7, 2022
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*/s/ Anastasios Aslidis
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Anastasios Aslidis
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Director
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November 7, 2022
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*/s/ Georgios Terzis
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Georgios Terzis, Attorney-In-Fact
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November 7, 2022
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