10-K/A 1 cosm_10ka.htm FORM 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from __________ to __________

Commission file number: 000-54436

COSMOS HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Nevada |  | 27-0611758
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
141 West Jackson Blvd, Suite 4236, Chicago, IL. |  | 60604
(Address of principal executive offices) |  | (Zip Code)

Registrant's telephone number: (312) 536-3102

Securities registered under Section 12(b) of the Exchange Act:

Title of each class |  | Name of each exchange on which registered
None |  | not applicable

Securities registered under Section 12(g) of the Exchange Act:

Title of each class |  | Name of each exchange on which registered
Common Stock, par value $0.001 |  | not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨

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.

Large accelerated filer | o | Accelerated filer | o
Non-accelerated filer | o | Smaller reporting company | x
(Do not check if a smaller reporting company) | Emerging growth company | o

If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter $24,880,306 as of June 30, 2018.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 13,305,030 as of April 16, 2019.

EXPLANATORY NOTE

This amendment to Form 10-K is being filed soley to include XBRL interactive data files.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No. |  | Document Description
2.1 |  | Share Exchange Agreement by and among Prime Estates and Developments Inc. and Amplerissimo dated September 27, 2013 (25)
3.1 |  | Articles of Incorporation of the Registrant dated November 14, 2013 (1)
3.2 |  | Certificate of Amendment to Articles of Incorporation of the Registrant filed on October 11, 2017 (13)
3.3 |  | Bylaws of the Registrant (1)
4.1 |  | Form of Securities Purchase Agreement dated November 15, 2017 by and among Cosmos Holdings Inc. and the Buyers listed (14)
4.2 |  | Form of Senior Convertible Note (14)
4.3 |  | Form of Warrant to Purchase Common Stock (14)
4.4 |  | Form of Leak-Out Agreement (14)
4.5 |  | Form of Registration Rights Agreement (14)
4.6 |  | Form of Amendment and Exchange Agreement (22)
4.7 |  | Form of Senior Convertible Note (22)
4.8 |  | Common Stock Purchase Warrant issued to Roth Capital Partners (21)
4.9 |  | Securities Purchase Agreement dated September 4, 2018, by and among Cosmos Holdings Inc. and the Buyers listed (26)
4.10 |  | Senior Convertible Note dated September 4, 2017 issued to Hudson Bay Master Fund (26)
4.11 |  | Senior Convertible Note dated September 4, 2018 issued to Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B (26)
4.12 |  | Warrant dated September 4, 2018 issued to Hudson Bay Master Fund (26)
4.13 |  | Warrant dated September 4, 2018 issued to Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B (26)
4.14 |  | Registration Rights Agreement dated September 4, 2018 (26)
4.15 |  | Leak-Out Agreement dated September 4, 2018 between Cosmos Holdings Inc. and Hudson Bay Master Fund (26)
4.16 |  | Leak-Out Agreement dated September 4, 2018 between Cosmos Holdings Inc. and Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B (26)
4.17 |  | Common Stock Purchase Warrant dated September 4, 2017 issued to Roth Capital Partners LLC (26)
4.18 |  | Form of Second Amendment and Exchange Agreement (31)
4.19 |  | Form of Senior Convertible Note (31)

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10.1 |  | Exclusive Cooperation Agreement, dated April 30, 2014, by and between the Registrant and Grigorios Siokas (2)
10.2 |  | Advisory Board Member Consulting Agreement, dated as of January 3, 2017, by and between the Company and Orestes Varvitsiotes (3)
10.3 |  | Stock Purchase Agreement, dated November 4, 2015, by and between Grigorios Siokas and Dimitrios S. Goulielmos (4)
10.4 |  | 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. (5)
10.5 |  | Pledge Agreement, by and between Grigorios Siokas and Synthesis Peer-to Peer Income Fund (5)
10.6 |  | 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 (6)
10.7 |  | Intellectual Property Sale Agreement, dated as of October 1, 2016, by and among the Company, Anastasios Tsekas and Olga Parthenea Georgatsou (7)
10.8 |  | Employment Agreement, dated as of October 1, 2016, by and between the Company and Konstantinos Vassilopoulos (7)
10.9 |  | Stock Purchase Agreement, dated as of November 16, 2016, by and among Company, MediHelm Pharmaceutical Wholesellers SA, Konstantinos Metsovitis and Eleni Metsovitis (8)
10.10 |  | Stock Purchase Agreement, dated as of November 17, 2016, by and among the Company, Decahedron Ltd. and Nikolaos Lazarou (9)
10.11 |  | Amendment to the Stock Purchase Agreement, dated as of February 9, 2017 by and among the Company, Decahedron Ltd., Nikolaos Lazarou, Vasiliki Kappou, Misel Kappou (10)
10.12 |  | 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 (11)
10.13 |  | Trade Finance Facility Offer Letter, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (12)
10.14 |  | Trade Finance Facility Agreement, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (12)
10.15 |  | 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. (12)
10.16 |  | 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. (12)
10.17 |  | Trade Finance Facility Agreement, dated May 12, 2017 by and between SkyPharm S.A and Synthesis Structured Commodity Finance Limited. (15)
10.18 |  | Cross Guarantee and Indemnity Agreement dated May 12, 2017 by and between SkyPharm S.A., as Commodity Buyer, Cosmos Holdings Inc. as Guartor and Synthesis Structured Commodity Trade Finance Limited (15)

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10.19 |  | 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 (15)
10.20 |  | Termination Agreement dated February 26, 2016, to Exclusive Cooperation Agreement dated as of April 30, 2014 (24)
10.21 |  | Exclusive Cooperation Agreement, dated April 30, 2014, by and between the Company and Grigorios Siokas (2)
10.22 |  | Assignment Contract dated October 3, 2017 by and between SkyPharm S.A. and DOC Pharma S.A. (40)
10.23 |  | Loan Agreement dated November 21, 2014 by and between SkyPharm S.A. and Dimitrios S. Goulielmos (17)
10.24 |  | Loan Agreement dated December 29, 2014 by and between the Registrant and Dimitrios S. Goulielmos (18)
10.25 |  | Loan Agreement dated March 27, 2015 by and between the Registrant and Dimitrios S. Goulielmos (19)
10.26 |  | Stock Purchase Agreement dated November 4, 2015 by and between Grigorios Siokas and Dimitrios S. Goulielmos (20)
10.27 |  | Liability Transfer Agreement dated February 9, 2017 by and among Decahedron Ltd., MediHelm S.A. and Nikolaos Lazarou (40)
10.28 |  | Distribution and Equity Acquisition Agreement Effective as of March 19, 2018 by and between Cosmos Holdings, Inc. and Marathon Global Inc. (23)
10.29 |  | First Amendment to Share Exchange Agreement dated May 24, 2018 (27)
10.30 |  | Stock Purchase Agreement dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae Holdings Ltd. and Cosmos Holdings Inc. (28)
10.31 |  | Share Exchange Agreement dated as of June 26, 2018 with Marathon Global Inc. (29)
10.32 |  | Share Purchase Agreement dated September 30, 2018 by and between Cosmos Holdings Inc. and Abbydale Management Ltd. (41)
10.33 |  | 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 (32)
10.34 |  | Form of Third Amendment and Exchange Agreement (33)
10.35 |  | Form of Exchange Warrant (33)
10.36 |  | Form of Leak-Out Agreement (33)
10.37 |  | 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. (34)
10.38 |  | Promissory Note dated December 19, 2018 from Cosmos Holdings Inc. to Deepdae Holding Ltd. (34)
10.39 |  | Stock Purchase Agreement dated as of February 5, 2019 (36)
10.40 |  | Stock Purchase Agreement dated as of February 18, 2019 (37)

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10.41 |  | 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 (34)
10.42 |  | Promissory Note dated December 19, 2018 from Cosmos Holdings Inc. to Deepdae Holding Ltd. filed with Form 8-K on December 20, 2018 (34)
10.43 |  | Form of Senior Promissory Note (39)
10.44 |  | Form of Guaranty Agreement (39)
14.1 |  | Code of Ethics (30)
16.1 |  | Letter from Malone Bailey LLP dated January 23, 2019 (35)
21 |  | List of Subsidiaries*
31.1* |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

101.INS |  | XBRL Instance Document**
101.SCH |  | XBRL Taxonomy Extension Schema Document**
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document**
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document**
101 |  | 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.**

_____________

* | Filed with this Report
(1) | Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-162597) filed by the Registrant on October 20, 2009.
(2) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 1, 2014.
(3) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on January 9, 2017.
(4) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015.

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(5) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on August 16, 2016.
(6) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on September 16, 2016.
(7) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on October 5, 2016.
(8) | Incorporated by reference to the Current Report on Form 8-K dated as of November 16, 2016 filed by the Registrant on November 22, 2016.
(9) | Incorporated by reference to the Current Report on Form 8-K dated as of November 17, 2016 filed by the Registrant on November 22, 2016.
(10) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on February 13, 2017.
(11) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on March 28, 2017.
(12) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 14, 2017.
(13) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant in October 11, 2017.
(14) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 16, 2017.
(15) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 18, 2017.
(16) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 1, 2014.
(17) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 26, 2014.
(18) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on January 5, 2015.
(19) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 31, 2015.
(20) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015.
(21) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on December 27, 2017.
(22) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on February 21, 2018.
(23) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 19, 2018.
(24) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 22, 2018.
(25) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 3, 2013.
(26) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 5, 2018.
(27) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 31, 2018.
(28) | 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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(29) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 19, 2018.
(30) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 17, 2018.
(31) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 27, 2018.
(32) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 19, 2018.
(33) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 13, 2018.
(34) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 21, 2018.
(35) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on January 25, 2019.
(36) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 6, 2019.
(37) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 19, 2019.
(38) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 7, 2019.
(39) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 4, 2019.
(40) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 31, 2018.
(41) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 4, 2018.
** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this amendment no. 1 to Form 10-K report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Cosmos Holdings Inc. |
Date: April 17, 2019 | By: | /s/ Grigorios Siokas |
|  | Grigorios Siokas |
|  | Chief Executive Officer (Principal Executive Officer, Acting Principal Financial Officer and Acting Principal Accounting Officer ) |

In accordance with the Exchange Act, this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Signatures |  | Title |  | Date
/s/ Grigorios Siokas |  | Chief Executive Officer |  | April 17, 2019
Grigorios Siokas |  | (Principal Executive Officer, Acting Principal Financial Officer and Acting Principal Accounting Officer) and Director |  |
/s/ Dimitrios Goulielmos |  | Director |  | April 17, 2019
Dimitrios Goulielmos |  |  |  |
/s/ Demetrios G. Demetriades |  | Secretary and Director |  | April 17, 2019
Demetrios G. Demetriades |  |  |  |
/s/ John J. Hoidas |  | Director |  | April 17, 2019
John J. Hoidas |  |  |  |

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