8-K 1 cosm_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 17, 2016

Cosmos Holdings Inc.
(Exact name of registrant as specified in its charter)

Nevada |  | 000-54436 |  | 27-0611758
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois |  | 60604
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code (312) 536-3102

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On November 17, 2016, Cosmos Holdings Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Decahedron Ltd. (“Decahedron”) and Nikolaos Lazarou (the “Stockholder”). The SPA provides for the following:

| · | At closing, as consideration for all of the stock of Decahedron, the Company shall issue to the Stockholder One Million Seven Hundred Thousand (1,700,000) shares of restricted common stock of the Company.
| · | The Company also agreed that following the closing of the SPA, the Stockholder shall be retained as Decahedron’s chief operating officer and a director of Decahedron.
| · | The closing is subject to, among other things, the completion of the Company’s due diligence of Decahedron and the delivery of audited financial statements of Decahedron by a registered PCAOB auditor. The SPA provides Decahedron with a period of forty-five (45) days to submit all due diligence items required by the Company. The Company shall be entitled to a period of ten (10) days to review all due diligence materials and audited financials provided by Decahedron. In the event the Company does not approve of any due diligence item, the Company is entitled to terminate the transactions contemplated by the SPA. The Company anticipates that Decahedron will deliver disclosure schedules referenced in the SPA prior to closing in accordance with the due diligence obligations described in the SPA.

The foregoing description of the SPA is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1 |  | Stock Purchase Agreement, dated as of November 17, 2016, by and among Cosmos Holdings Inc., Decahedron Ltd. and Nikolaos Lazarou.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| COSMOS HOLDINGS INC. |
Date: November 22, 2016 | By: | /s/ Grigorios Siokas |
|  | Grigorios Siokas |
|  | Chief Executive Officer |

3

EXHIBIT INDEX

Exhibit Number |  | Description
10.1 |  | Stock Purchase Agreement, dated as of November 17, 2016, by and among Cosmos Holdings Inc., Decahedron Ltd. and Nikolaos Lazarou.

4