XML 49 R17.htm IDEA: XBRL DOCUMENT

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2018

Synthesis Peer-to-Peer Amendment

On April 18, 2018, the Company entered into an amendment with Synthesis Peer-to-Peer Income Fund, (the “Lender”) pursuant to which the interest rate of ten (10%) percent per annum was restated as of January 1, 2018 to four (4%) percent plus quarterly Libor payments, and two (2%) percent default interest on unpaid amounts in addition to the interest rate. The final repayment date was extended from August 31, 2018 to December 31, 2021. The Lender also forgave €32,468 ($40,000) in fees related to the July 6, 2017 advance and the Company and the Lender agreed that the March 20, 2017 Bridge Loan would have a fixed USD payoff amount of $106,542.

Advisory Agreement

On April 18, 2018, SkyPharm S.A. entered into a ten-year Advisory Agreement with Synthesis Management Limited (the “Advisor”). The Advisor was retained to assist SkyPharm to secure corporate finance capital. The Advisor shall be paid €104,000 per year during the ten-year term.

Issuance of Pre-Delivery Shares

Pursuant to the Securities Purchase Agreement dated November 15, 2017, and amended on February 20, 2018, the Company had an obligation to deliver an aggregate total of approximately 670,000 pre-delivery shares (see Note 7). On April 23, 2118 and April 24, 2018, the Company issued 558,334 and 111,667 shares of common stock, respectively.

Trade Finance Facility Deed of Amendment

On May 16, 2018, SkyPharm S.A., as Commodity Buyer, entered into a Supplemental Deed of Amendment (the “Deed”) relating to a Trade Finance Facility dated May 12, 2017, as amended, with Synthesis Structured Commodity Trade Finance Limited (“Synthesis”), as Loan Receivables Originator. Under the Trade Finance Facility (the “TFF”) first entered into on May 12, 2017, as amended, there was a principal balance of €5,866,910 outstanding as of March 31, 2018. SkyPharm has agreed to make a payment of €1,000,000 of interest and principal on May 31, 2018 under the terms and conditions of the Deed.

The TFF was amended to provide, among other things:

	·	A listing of approved purchasers;

	·	To permit SkyPharm to request Synthesis to make payments under the TFF directly to SkyPharm so that SkyPharm can discharge its obligations to a commodity seller directly;

	·	To prohibit SkyPharm from entering into a commodity contract which grants more than seventy-five (75) days delay between the payment for products and receipt of the purchase price and placed other limitations on terms of commodity contracts;

	·	If Grigorios Siokas, CEO of Cosmos Holdings Inc. (“Cosmos”), ceases to own or control at least fifty-one (51%) percent of the shares of Cosmos, or SkyPharm ceases to be a wholly-owned subsidiary of Cosmos, either event shall constitute an Event of Default (as defined);

	·	The maximum aggregate amount of the TFF is €15,000,000, although there is no commitment for any future loans under the TFF;

	·	The interest rate on the TFF for: (i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.

Synthesis is permitted to terminate the TFF at any time and demand repayment of all outstanding principal and interest in full within six (6) months from the date of notification.

The Deed is conditioned upon, among other things, execution and perfection of a Bulgarian Amended Pledge (“BAP”) having priority over the Bulgarian Pledge Accounts with Unicredit Bulbank AD; and the Approved Purchasers are to make all payments to SkyPharm directly to the BAP.

On May 16, 2018, SkyPharm and Synthesis also entered into an Account Merge Agreement (the “Pledge”) as a requirement under the above-described Deed. Under the Pledge, Synthesis is to receive a first ranking securities interest in SkyPharm’s outstanding receivables under the Bulgarian bank account.

Share Exchange Agreement

On May 17, 2018, the Company entered into a Share Exchange Agreement (the “SEA”) with Marathon Global Inc. (“Marathon”), Kaneh Bosm Biotechnology Inc. (“KBB”) and certain other sellers of Marathon capital stock. Under the SEA,and subject to the satisfactory completion of the due diligence of the Company by Marathon (see Note 9), the Company agrees to transfer its previously reported 33 1/3% interest in Marathon, together with all other shareholders of Marathon (under separate agreements) to KBB, a corporation incorporated under the laws of the Province of British Columbia and a public reporting issuer on the Canadian Securities Exchange. Cosmos will receive 10 million shares of KBB constituting approximately twenty-six (26%) percent of the approximately 38 million shares of KBB issued and outstanding. As of the date of filing, the due diligence has not been completed and this transaction has not closed.