10-Q 1 cosm_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2019

OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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, Illinois |  | 60604
(Address of principal executive offices) |  | (Zip Code)

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

N/A

(Former name, former address and former three months, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ¨ | Accelerated filer | ¨
Non-accelerated filer | ¨ | Smaller reporting company | x
(Do not check if a smaller reporting company) | Emerging growth company |

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 the Securities Act. ¨

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

As of November 14, 2019, there were 13,305,015 shares issued and 13,087,478 shares outstanding of the registrant’s common stock.

COSMOS HOLDINGS INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION |  |  |
Item 1. | Financial Statements (Unaudited). |  | 3 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |  | 38 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk. |  | 45 |
Item 4. | Controls and Procedures. |  | 45 |
PART II - OTHER INFORMATION |  |  |
Item 1. | Legal Proceedings. |  | 46 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |  | 46 |
Item 3. | Defaults Upon Senior Securities. |  | 46 |
Item 4. | Mine Safety Disclosures. |  | 46 |
Item 5. | Other Information. |  | 46 |
Item 6. | Exhibits. |  | 47 |
SIGNATURES |  | 48 |

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

COSMOS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

|  | September 30, 2019 |  |  | December 31, 2018 |
|  | (Unaudited) |  |  |  |
ASSETS |
CURRENT ASSETS: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1,180,207 |  |  | $ | 864,343 |
Accounts receivable, net |  |  | 5,782,135 |  |  |  | 4,753,291 |
Accounts receivable - related party |  |  | 423,164 |  |  |  | 189,760 |
Other investments |  |  | 204,749 |  |  |  | 217,361 |
Inventory |  |  | 3,479,654 |  |  |  | 3,202,767 |
Equity investment |  |  | 200,000 |  |  |  | 2,500,000 |
Prepaid expenses and other current assets |  |  | 1,088,601 |  |  |  | 1,662,579 |
Prepaid expenses and other current assets - related party |  |  | 5,687,446 |  |  |  | 4,957,061 |
Operating lease right-of-use asset |  |  | 477,159 |  |  |  | - |
Financing lease right-of-use asset |  |  | 78,093 |  |  |  | - |
TOTAL CURRENT ASSETS |  |  | 18,601,208 |  |  |  | 18,347,162 |
Property and equipment, net |  |  | 1,638,266 |  |  |  | 1,425,632 |
Goodwill and intangible assets, net |  |  | 275,918 |  |  |  | 296,767 |
Deferred tax assets |  |  | - |  |  |  | 913 |
Other assets |  |  | 764,760 |  |  |  | 624,479 |
TOTAL ASSETS |  | $ | 21,280,152 |  |  | $ | 20,694,953 |
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES: |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 6,527,787 |  |  | $ | 5,933,464 |
Accounts payable and accrued expenses - related party |  |  | 402,585 |  |  |  | 139,556 |
Customer advances |  |  | 200,604 |  |  |  | 1,067,200 |
Convertible notes payable, net of unamortized discount of $0 and $276,841, respectively |  |  | 1,434,294 |  |  |  | 135,800 |
Notes payable |  |  | 11,692,817 |  |  |  | 9,803,733 |
Notes payable - related party |  |  | 1,670,646 |  |  |  | 1,793,437 |
Lines of credit |  |  | 2,469,303 |  |  |  | 1,514,583 |
Loans payable - related party |  |  | 982,297 |  |  |  | 1,775,251 |
Operating lease liability, current portion |  |  | 153,339 |  |  |  | - |
Financing lease liability, current portion |  |  | 22,274 |  |  |  | - |
Other current liabilities |  |  | 74,655 |  |  |  | 111,212 |
TOTAL CURRENT LIABILITIES |  |  | 25,630,601 |  |  |  | 22,274,236 |
Share settled debt obligation |  |  | 1,554,590 |  |  |  | 1,554,590 |
Operating lease liability, net of current portion |  |  | 314,292 |  |  |  | - |
Deferred tax liabilities |  |  | 4,573 |  |  |  | - |
Other liabilities |  |  | 160,723 |  |  |  | 183,577 |
TOTAL LIABILITIES |  |  | 27,664,779 |  |  |  | 24,012,403 |
Commitments and Contingencies (see Note 14) |  |  | - |  |  |  | - |
STOCKHOLDERS' DEFICIT: |  |  |  |  |  |  |  |
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively |  |  | - |  |  |  | - |
Common stock, $0.001 par value; 300,000,000 shares authorized; 13,225,387 and 13,878,757 shares issued and 12,860,059 and 13,685,067 outstanding as of September 30, 2019 and December 31, 2018, respectively |  |  | 13,225 |  |  |  | 13,879 |
Additional paid-in capital |  |  | 13,525,749 |  |  |  | 13,133,982 |
Treasury Stock, 365,328 and 193,690 shares as of September 30, 2019 and December 31, 2018, respectively |  |  | (411,854 | ) |  |  | (225,494 | )
Accumulated deficit |  |  | (19,663,200 | ) |  |  | (16,272,645 | )
Accumulated other comprehensive income |  |  | 151,453 |  |  |  | 32,828 |
TOTAL STOCKHOLDERS' DEFICIT |  |  | (6,384,627 | ) |  |  | (3,317,450 | )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |  | $ | 21,280,152 |  |  | $ | 20,694,953 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3
Table of Contents

COSMOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
REVENUE |  | $ | 9,685,850 |  |  | $ | 8,508,367 |  |  | $ | 27,883,147 |  |  | $ | 29,330,684 |
COST OF REVENUE |  |  | 8,886,084 |  |  |  | 7,714,648 |  |  |  | 25,988,226 |  |  |  | 27,224,635 |
GROSS PROFIT |  |  | 799,766 |  |  |  | 793,719 |  |  |  | 1,894,921 |  |  |  | 2,106,049 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  |  | 823,480 |  |  |  | 743,357 |  |  |  | 2,470,983 |  |  |  | 2,267,885 |
Depreciation and amortization expense |  |  | 92,848 |  |  |  | 8,869 |  |  |  | 240,130 |  |  |  | 25,004 |
TOTAL OPERATING EXPENSES |  |  | 916,328 |  |  |  | 752,226 |  |  |  | 2,711,113 |  |  |  | 2,292,889 |
INCOME (LOSS) FROM OPERATIONS |  |  | (116,562 | ) |  |  | 41,493 |  |  |  | (816,192 | ) |  |  | (186,840 | )
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other income (expense), net |  |  | (94,321 | ) |  |  | (535 | ) |  |  | 232,022 |  |  |  | (7,673 | )
Interest expense - related party |  |  | (66 | ) |  |  | (66 | ) |  |  | (198 | ) |  |  | (198 | )
Interest expense |  |  | (366,611 | ) |  |  | (156,362 | ) |  |  | (955,593 | ) |  |  | (715,359 | )
Non-cash interest expense |  |  | (19,498 | ) |  |  | (1,217,805 | ) |  |  | (284,008 | ) |  |  | (2,992,588 | )
Forgiveness of debt |  |  | - |  |  |  | (646 | ) |  |  | - |  |  |  | 48,234 |
Loss on equity investments, net |  |  | (660,893 | ) |  |  | - |  |  |  | (1,103,035 | ) |  |  | - |
Gain on exchange of equity investments, net of unrealized loss on change in fair value |  |  | - |  |  |  | 4,448,910 |  |  |  | - |  |  |  | 6,275,070 |
Gain on sale of Amplerissimo |  |  | - |  |  |  | 146,647 |  |  |  | - |  |  |  | 146,647 |
Loss on extinguishment of debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,464,698 | )
Foreign currency transaction loss, net |  |  | (375,947 | ) |  |  | (54,015 | ) |  |  | (457,362 | ) |  |  | (168,359 | )
TOTAL OTHER INCOME (EXPENSE) |  |  | (1,517,336 | ) |  |  | 3,166,128 |  |  |  | (2,568,174 | ) |  |  | 1,121,076 |
INCOME (LOSS) BEFORE INCOME TAXES |  |  | (1,633,898 | ) |  |  | 3,207,621 |  |  |  | (3,384,366 | ) |  |  | 934,236 |
INCOME TAX (EXPENSE) BENEFIT |  |  | 549 |  |  |  | (273 | ) |  |  | (6,189 | ) |  |  | (301 | )
NET INCOME (LOSS) |  |  | (1,633,349 | ) |  |  | 3,207,348 |  |  |  | (3,390,555 | ) |  |  | 933,935 |
OTHER COMPREHENSIVE INCOME (LOSS) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment, net |  |  | 89,563 |  |  |  | 1,304,468 |  |  |  | 118,625 |  |  |  | 1,350,780 |
TOTAL COMPREHENSIVE INCOME (LOSS) |  | $ | (1,543,786 | ) |  | $ | 4,511,816 |  |  | $ | (3,271,930 | ) |  | $ | 2,284,715 |
BASIC NET INCOME (LOSS) PER SHARE |  | $ | (0.12 | ) |  | $ | 0.24 |  |  | $ | (0.26 | ) |  | $ | 0.07 |
DILUTED NET INCOME (LOSS) PER SHARE |  | $ | (0.12 | ) |  | $ | 0.24 |  |  | $ | (0.26 | ) |  | $ | 0.07 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 13,225,387 |  |  |  | 13,495,394 |  |  |  | 13,289,843 |  |  |  | 13,218,068 |
Diluted |  |  | 13,225,387 |  |  |  | 13,562,790 |  |  |  | 13,289,843 |  |  |  | 13,326,002 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4
Table of Contents

COSMOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Other |  |  |  |
|  | Preferred Stock |  |  | Common Stock |  |  | Additional |  |  | Treasury Stock |  |  |  |  |  | Comprehensive |  |  | Total |
|  | No. of Shares |  |  | Value |  |  | No. of Shares |  |  | Value |  |  | Paid-in Capital |  |  | No. of Shares |  |  | Value |  |  | Accumulated Deficit |  |  | Income (Loss) |  |  | Stockholders' Deficit |
Balance at January 1, 2018 |  |  | - |  |  |  | - |  |  |  | 12,825,393 |  |  | $ | 12,825 |  |  | $ | 5,652,429 |  |  |  | (138,689 | ) |  | $ | (95,882 | ) |  | $ | (7,211,987 | ) |  | $ | (1,385,229 | ) |  | $ | (3,027,844 | )
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (135,054 | ) |  |  | (135,054 | )
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 59,672 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 59,672 |
Modification of debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,739,289 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,739,289 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (3,055,802 | ) |  |  | - |  |  |  | (3,055,802 | )
Balance at March 31, 2018 |  |  | - |  |  |  | - |  |  |  | 12,825,393 |  |  |  | 12,825 |  |  |  | 7,451,390 |  |  |  | (138,689 | ) |  |  | (95,882 | ) |  |  | (10,267,789 | ) |  |  | (1,520,283 | ) |  |  | (4,419,739 | )
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 181,366 |  |  |  | 181,366 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 60,335 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 60,335 |
Conversion of convertible notes and accrued interest to common stock |  |  | - |  |  |  | - |  |  |  | 670,001 |  |  |  | 670 |  |  |  | 34,048 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 34,718 |
Purchase of treasury stock from officer |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (35,000 | ) |  |  | (69,612 | ) |  |  | - |  |  |  | - |  |  |  | (69,612 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 782,389 |  |  |  | - |  |  |  | 782,389 |
Balance at June 30, 2018 |  |  | - |  |  |  | - |  |  |  | 13,495,394 |  |  |  | 13,495 |  |  |  | 7,545,773 |  |  |  | (173,689 | ) |  |  | (165,494 | ) |  |  | (9,485,400 | ) |  |  | (1,338,917 | ) |  |  | (3,430,543 | )
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,304,468 |  |  |  | 1,304,468 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 60,998 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 60,998 |
Relative fair value of warrants issued with convertible debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 910,078 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 910,078 |
Beneficial conversion feature discount related to convertible notes payable |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 934,922 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 934,922 |
Fair value of warrants issued for services |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 157,969 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 157,969 |
Conversion of convertible notes and accrued interest to common stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 130,246 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 130,246 |
Purchase of treasury stock from officer |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,207,348 |  |  |  | - |  |  |  | 3,207,348 |
Balance at September 30, 2018 |  |  | - |  |  |  | - |  |  |  | 13,495,394 |  |  | $ | 13,495 |  |  | $ | 9,739,986 |  |  |  | (173,689 | ) |  | $ | (165,494 | ) |  | $ | (6,278,052 | ) |  | $ | (34,449 | ) |  | $ | 3,275,486 |
Balance at January 1, 2019 |  |  | - |  |  |  | - |  |  |  | 13,878,757 |  |  | $ | 13,879 |  |  | $ | 13,133,982 |  |  |  | (193,690 | ) |  | $ | (225,494 | ) |  | $ | (16,272,645 | ) |  | $ | 32,828 |  |  | $ | (3,317,450 | )
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 61,629 |  |  |  | 61,629 |
Cancellation of pre-delivery shares issued in connection with convertible debentures |  |  | - |  |  |  | - |  |  |  | (573,742 | ) |  |  | (574 | ) |  |  | 574 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Purchase of treasury stock from third party |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (23,847 | ) |  |  | (71,541 | ) |  |  | - |  |  |  | - |  |  |  | (71,541 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (217,173 | ) |  |  | - |  |  |  | (217,173 | )
Balance at March 31, 2019 |  |  | - |  |  |  | - |  |  |  | 13,305,015 |  |  |  | 13,305 |  |  |  | 13,134,556 |  |  |  | (217,537 | ) |  |  | (297,035 | ) |  |  | (16,489,818 | ) |  |  | 94,457 |  |  |  | (3,544,535 | )
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (32,567 | ) |  |  | (32,567 | )
Conversion of related party debt to common stock |  |  | - |  |  |  | - |  |  |  | 140,001 |  |  |  | 140 |  |  |  | 520,735 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 520,875 |
Gain on conversion of related party debt to common stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 529,125 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 529,125 |
Purchase of treasury stock from third party |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (348,380 | ) |  |  | (716,586 | ) |  |  | - |  |  |  | - |  |  |  | (716,586 | )
Cancellation of treasury shares |  |  | - |  |  |  | - |  |  |  | (219,629 | ) |  |  | (220 | ) |  |  | (658,667 | ) |  |  | 219,629 |  |  |  | 658,887 |  |  |  | - |  |  |  | - |  |  |  | - |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,540,033 | ) |  |  | - |  |  |  | (1,540,033 | )
Balance at June 30, 2019 |  |  | - |  |  |  | - |  |  |  | 13,225,387 |  |  |  | 13,225 |  |  |  | 13,525,749 |  |  |  | (346,288 | ) |  |  | (354,734 | ) |  |  | (18,029,851 | ) |  |  | 61,890 |  |  |  | (4,783,721 | )
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 89,563 |  |  |  | 89,563 |
Purchase of treasury stock from third party |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (19,040 | ) |  |  | (57,120 | ) |  |  | - |  |  |  | - |  |  |  | (57,120 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,633,349 | ) |  |  | - |  |  |  | (1,633,349 | )
Balance at September 30, 2019 |  |  | - |  |  |  | - |  |  |  | 13,225,387 |  |  | $ | 13,225 |  |  | $ | 13,525,749 |  |  |  | (365,328 | ) |  | $ | (411,854 | ) |  | $ | (19,663,200 | ) |  | $ | 151,453 |  |  | $ | (6,384,627 | )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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COSMOS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

|  | Nine Months Ended September 30, |
|  | 2019 |  |  | 2018 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |
Net income (loss) |  | $ | (3,390,555 | ) |  | $ | 933,935 |
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: |  |  |  |  |  |  |  |
Depreciation and amortization expense |  |  | 240,130 |  |  |  | 25,004 |
Amortization of debt discounts |  |  | 284,008 |  |  |  | 2,834,620 |
Loss on extinguishment of debt |  |  | - |  |  |  | 1,464,698 |
Gain on forgiveness of debt |  |  | - |  |  |  | (48,234 | )
Gain on sale of subsidiary |  |  | - |  |  |  | (146,647 | )
Stock-based compensation |  |  | - |  |  |  | 181,004 |
Gain on exchange of equity instruments, net of unrealized loss on change in fair value |  |  | - |  |  |  | (6,275,070 | )
Fair value of warrants issued for services |  |  | - |  |  |  | 157,969 |
Loss on change in fair value of equity investments |  |  | 1,090,886 |  |  |  | - |
Amortization of right-of-use assets |  |  | 204,396 |  |  |  | - |
Changes in Assets and Liabilities: |  |  |  |  |  |  |  |
Accounts receivable, net |  |  | (1,028,844 | ) |  |  | (375,636 | )
Accounts receivable - related party |  |  | (233,404 | ) |  |  | (626,141 | )
Inventory |  |  | (276,887 | ) |  |  | 667,244 |
Prepaid expenses and other current assets |  |  | 534,680 |  |  |  | (813,157 | )
Prepaid expenses and other current assets - related party |  |  | (730,385 | ) |  |  | (1,397,801 | )
Other assets |  |  | (140,281 | ) |  |  | 886,770 |
Accounts payable and accrued expenses |  |  | 594,323 |  |  |  | 260,893 |
Accounts payable and accrued expenses - related party |  |  | 263,029 |  |  |  | 243,834 |
Customer advances |  |  | (866,596 | ) |  |  | - |
Other current liabilities |  |  | (36,557 | ) |  |  | - |
Lease liabilities |  |  | (105,564 | ) |  |  | - |
Taxes payable |  |  | - |  |  |  | 64,885 |
Other liabilities |  |  | 24,809 |  |  |  | - |
NET CASH USED IN OPERATING ACTIVITIES |  |  | (3,572,812 | ) |  |  | (1,961,830 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Purchase of fixed assets |  |  | (594,632 | ) |  |  | (30,755 | )
Proceeds from sale of investments |  |  | 1,211,348 |  |  |  | - |
Refundable deposit for pending acquisition |  |  | - |  |  |  | (450,000 | )
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES |  |  | 616,716 |  |  |  | (480,755 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Payment of convertible note payable |  |  | (365,514 | ) |  |  | (2,115,286 | )
Proceeds from convertible note payable |  |  | 1,380,000 |  |  |  | 1,845,000 |
Payment of related party note payable |  |  | (36,532 | ) |  |  | (18,595 | )
Payment of note payable |  |  | - |  |  |  | (1,266,798 | )
Proceeds from note payable |  |  | 2,000,000 |  |  |  | 2,150,070 |
Payment of related party loan |  |  | (212,176 | ) |  |  | (581,388 | )
Proceeds from related party loan |  |  | 508,085 |  |  |  | 1,529,472 |
Proceeds from issuance of share settled debt obligation |  |  | - |  |  |  | 1,554,590 |
Payment of lines of credit |  |  | (7,980,910 | ) |  |  | - |
Proceeds from lines of credit |  |  | 9,045,285 |  |  |  | - |
Payments of finance lease liability |  |  | (27,086 | ) |  |  | - |
Purchase of treasury stock |  |  | (845,247 | ) |  |  | (46,488 | )
NET CASH PROVIDED BY FINANCING ACTIVITIES |  |  | 3,465,905 |  |  |  | 3,050,577 |
Effect of exchange rate changes on cash |  |  | (193,945 | ) |  |  | (158,235 | )
NET CHANGE IN CASH |  |  | 315,864 |  |  |  | 449,757 |
CASH AT BEGINNING OF PERIOD |  |  | 864,343 |  |  |  | 782,853 |
CASH AT END OF PERIOD |  | $ | 1,180,207 |  |  | $ | 1,232,610 |
Supplemental Disclosure of Cash Flow Information |  |  |  |  |  |  |  |
Cash paid during the period: |  |  |  |  |  |  |  |
Interest |  | $ | 447,731 |  |  | $ | 299,946 |
Income tax |  | $ | 11,605 |  |  | $ | - |
Supplemental Disclosure of Non-Cash Investing and Financing Activities |  |  |  |  |  |  |  |
Cancellation of pre-delivery shares issued for conversion of convertible notes payable |  | $ | 574 |  |  | $ | - |
Related party accrual for repurchase of shares of common stock |  | $ | - |  |  | $ | 23,244 |
Proceeds due from sale of subsidiary |  | $ | - |  |  | $ | 5,811 |
Pre-delivery shares issued for future conversion of convertible notes payable |  | $ | - |  |  | $ | 670 |
Discounts related to warrants issued with convertible debentures |  | $ | - |  |  | $ | 910,078 |
Discounts related to beneficial conversion features of convertible debentures |  | $ | 120,000 |  |  | $ | 934,922 |
Conversion of convertible notes payable to common stock |  | $ | 1,050,000 |  |  | $ | 164,965 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

NOTE 1 – BASIS OF PRESENTATION

The terms “COSM,” “we,” “the Company,” and “us” as used in this report refer to Cosmos Holdings, Inc. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2019 and unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2019 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of COSM, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2018 and 2017, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (“Form 10-K”). The accompanying consolidated balance sheet as of December 31, 2018 has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet.

NOTE 2 – ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN

Overview

Cosmos Holdings, Inc. is an international pharmaceutical wholesaler. The Company imports, exports and distributes brand-name and generic pharmaceuticals, over-the-counter (“OTC”) medicines, a variety of vitamins, and dietary supplements. Through September 30, 2019, we operated our business through three wholly owned subsidiaries: (i) SkyPharm S.A. (“SkyPharm”), headquartered in Thessaloniki, Greece; (ii) Decahedron Ltd. (“Decahedron”), headquartered in Harlow, United Kingdom (“UK”); and (iii) Cosmofarm Ltd. (“Cosmofarm”), headquartered in Athens, Greece. Our business is primarily comprised of cross-border sales of brand-name pharmaceutical products in the European Union (“EU”). Our cross-border pharmaceutical wholesale business serves wholesale pharmaceutical distributors and independent retail pharmacies across the EU through a network of three strategic distribution centers, as well as an additional warehousing facility. Pharmaceutical manufacturers generally implement variable pricing strategies within the EU market. Identifying and evaluating price spreads between EU member states enables us to source brand-name pharmaceuticals from countries where ex-factory prices are comparatively low and export to countries where the same products are priced higher. We remain focused on leveraging our growing purchasing scale and supplier relationships to secure discounts and provide pharmaceuticals at reduced prices and continuing to drive organic growth at attractive margins for our cross-border pharmaceutical wholesale business.

We regularly evaluate and undertake strategic initiatives to expand our distribution reach, improve our profit margins, and strengthen our competitive position. In 2018, we entered the vitamins and dietary supplements segment and in the fourth quarter of 2018 we posted the first sales of our own brand of nutraceuticals; SkyPremium Life. Through the December 2018 acquisition of Cosmofarm, we entered the full-line pharmaceutical wholesale distribution segment. Cosmofarm now serves approximately 370 independent retail pharmacies and 15 pharmaceutical wholesales in the greater Athens region by providing a reliable supply of brand-name and generic pharmaceuticals, OTC medicines, vitamins, and dietary supplements. We invest in technology to enhance safety, distribution and warehousing efficiency and reliability. For example, Cosmofarm operates two fully automated ROWA, a German robotic warehouse systems that ensure 0% error selection rate, accelerate order fulfillment, and yield higher cost-efficiency in our Athens distribution center. In the future, we intend to expand into the cosmetic/beauty industry.

We make use of analytics and customer feedback from our EU-wide network of wholesale pharmaceutical distributors and independent retail pharmacies to identify and evaluate which nutraceutical product codes to develop to add to our SkyPremium Life portfolio. We intend to continue to bring SkyPremium Life products to market primarily through our existing network of over 160 pharmaceutical wholesale clients and vendors and approximately 370 independent retail pharmacies in the EU. There is growing demand for vitamins and food supplements, as well as cosmetic/beauty products, and we are committed to developing quality products and creating enhanced customer value.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

We are also closely monitoring the legal framework for prescription and non-prescription derivates of cannabis products as it develops in Europe. As the legal framework and processes are developed and implemented in each respective EU country, we will utilize our existing network to distribute both prescription and non-prescription derivatives of cannabis products to our current customer base. We currently intend to only distribute prescription and non-prescription derivatives of cannabis products to approved EU countries and not in the US.

We regularly evaluate acquisition targets that would allow us to expand our distribution reach and/or vertically integrate into the supply chain of the products that we currently distribute. We believe that the demand for reasonably priced medicines, delivered on time and in the highest quality is set to increase in the years to come, as the population’s life expectancy increases. With our product portfolio of patented and non-patented medicines, we contribute to the optimization of efficient medicinal care, and thereby lowering cost for health insurance funds, companies, and patients. We also believe that the demand for non-prescription wellness products such as food and dietary supplements will continue to increase as individuals are increasingly supplementing their nutritional intake.

We believe the EU pharmaceutical import/export market will continue to grow. We continue to encounter competition in the market as we grow. The competition comes in the form of level of service, reliability, and product quality. On the procurement side, we continue to expand our vendor base. In order to minimize business risks, we diversify our sources of supply. We maintain our high-quality standards by carefully selecting and qualifying our suppliers as well as actively ensuring that our suppliers meet our standard of quality control on an ongoing basis.

On July 22, 2015, the Hellenic Ministry of Health and more specifically the National Organization for Medicines granted SkyPharm a license for the wholesale of pharmaceutical products for human use. The license is valid for a period of five years and pursuant to the EU directive of (2013/C343/01).

Decahedron received its Wholesale Distribution Authorization for human use on November 7, 2013, from the UK Medicines and Healthcare Products Regulatory Agency (MHRA) in accordance with Regulation 18 of the Human Medicines Regulations 2012 (SI 2012/1916) and it is subject to the provision of those Regulations and the Medicines Act 1971. This license will continue to remain in force from the date of issue by the Licensing Authority unless cancelled, suspended, revoked or varied as to the period of its validity or relinquished by the authorization holder.

On February 2, 2019, the Hellenic Ministry of Health and the National Organization for Medicines extended the validity of Cosmofarm’s license for the wholesale of pharmaceutical products for human use for a period of five years and pursuant to the EU directive of (2013/C 343/01).

Corporate History and Structure

Cosmos Holdings, Inc. was incorporated in the State of Nevada under the name Prime Estates and Developments, Inc. on July 21, 2009. On November 14, 2013, we changed our name to Cosmos Holdings, Inc.

On September 27, 2013, the Company, closed a reverse take-over transaction by which it acquired a private company whose principal activities are the trading of products, providing representation, and provision of consulting services to various sectors. Pursuant to a Share Exchange Agreement between the Registrant and Amplerissimo Ltd., a company incorporated in Cyprus (“Amplerissimo”), the Company acquired 100% of Amplerissimo’s issued and outstanding common stock. As a result of the reverse take-over transaction, Amplerissimo became a wholly owned subsidiary of the Company.

On August 1, 2014, the Company, through its Cypriot subsidiary Amplerissimo, formed SkyPharm S.A., a Greek corporation (“SkyPharm”), a subsidiary that focuses on the trading, sourcing and distribution of pharmaceutical products.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

In February 2017, the Company completed the acquisition of Decahedron Ltd., a UK corporation (“Decahedron”) consummating the transactions contemplated by the Stock Purchase Agreement, dated November 17, 2016 as amended (the “Decahedron SPA”). Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company (the “Stock Consideration”), which were delivered following the closing in exchange for all of the ordinary shares of Decahedron for the stock consideration. Decahedron is a fully licensed wholesaler of pharmaceutical products and its primary activity is the distribution, import and export of pharmaceuticals. In accordance with the terms of the SPA, the principal and majority shareholder of Decahedron, Nicholas Lazarou, remained as a director and officer of Decahedron until his resignation in June 2019.

On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of common stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements.

On September 29, 2018, Amplerissimo transferred its remaining 22% investment in SkyPharm to the Company. The Company now holds 100% of the capital of SkyPharm and SkyPharm remains a 100% wholly owned subsidiary of the Company. On September 30, 2018, the Company entered into a Share Purchase Agreement with an unaffiliated third party and sold 100% of the issued capital of its subsidiary, Amplerissimo.

On December 19, 2018, the Company completed the purchase of all of the capital stock of Cosmofarm Ltd., a pharmaceutical wholesaler based in Athens, Greece. The principal of the selling shareholder is Panagiotis Kozaris, who remained with Cosmofarm as a director and chief operating officer once it became a wholly owned subsidiary of the Company. Grigorios Siokas, the Company’s CEO, became the new CEO of Cosmofarm. Mr. Kozaris had no prior relationship to the Company other than as an independent shareholder. The purchase price payable is €200,000 evidenced by a promissory note.

Going Concern

The Company’s consolidated financial statements are prepared in conformity with U.S. GAAP which contemplates the continuation of the Company as a going concern. For the nine months ended September 30, 2019, the Company had revenue of $27,883,147, a net loss of $3,390,555 and net cash used in operations of $3,572,812. Additionally, as of September 30, 2019, the Company had an accumulated deficit of $19,663,200, a working capital deficit of $7,029,393 and stockholders’ deficit of $6,384,627. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this filing.

The consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through increased sales of product and by sale of equity and/or debt. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

Summary of Significant Accounting Policies

Basis of Financial Statement Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with principles generally accepted in the United States of America.

Principles of Consolidation

Our condensed consolidated accounts include our accounts and the accounts of our wholly owned subsidiaries, SkyPharm S.A., Decahedron Ltd. and Cosmofarm Ltd. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2019 and December 31, 2018, there were no cash equivalents.

The Company maintains bank accounts in the United States denominated in U.S. Dollars and in Greece and in Bulgaria all of them denominated in Euros. The Company also maintains bank accounts in the United Kingdom of Great Britain, dominated in Euros and Great Britain Pounds (British Pounds Sterling).

Account Receivable

Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of September 30, 2019 and December 31, 2018, the Company’s allowance for doubtful accounts was $514,073 and $540,048, respectively.

Tax Receivables

The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiaries in Greece, SkyPharm and Cosmofarm, do not charge VAT for sales to wholesale drug distributors registered in other European Union member states. The net VAT receivable is recorded in prepaid expense and other current assets on the condensed consolidated balance sheets.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

Inventory

Inventory is stated at the lower of cost or net realizable value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, i.e. packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment.

The Company writes-down inventories to net realizable value based on physical condition, expiration date, current market conditions, as well as forecasted demand. The Company’s inventories are not highly susceptible to obsolescence. Many of the Company’s inventory items are eligible for return to our suppliers when pre-agreed product requirements, including, but not limited to, physical condition and expiration date, are not met.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows:

|  | Estimated Useful Life |
Leasehold improvements and technical works |  |  | Lesser of lease term or 40 years |
Vehicles |  |  | 6 years |
Machinery |  |  | 20 years |
Furniture, fixtures and equipment |  |  | 5–10 years |
Computers and software |  |  | 3-5 years |

Depreciation expense was $219,281 and $18,565 for the nine months ended September 30, 2019 and 2018, respectively.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Long-lived assets, property and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Goodwill and Intangibles

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

Prior to the acquisition of Decahedron, the Company had no recorded goodwill value. As a result of the acquisition of Decahedron, the Company tested and expensed 100% of the goodwill allocated to the purchase price, an amount equal to $1,949,884 for the year ended December 31, 2017.

On December 19, 2018, as a result of the acquisition of Cosmofarm, the Company recorded $49,697 of goodwill.

Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. As of September 30, 2019, no revision to the remaining amortization period of the intangible assets was made.

Amortization expense was $20,849 and $6,439 for the nine months ended September 30, 2019 and 2018, respectively.

Equity Method Investment

For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. The Company records its share in the earnings of the investee and is included in “Equity earnings of affiliate” in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognizes an impairment loss to adjust the investment to its then current fair value.

Investments in Equity Securities

Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, and accordingly, investments in equity securities are accounted for at fair value with changes in fair value recognized in net income. Equity securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Equity securities that are readily available for use in current operations are reported as a component of current assets in the accompanying consolidated balance sheets. Equity securities that are not considered available for use in current operations would be reported as a component of long-term assets in the accompanying consolidated balance sheets. For equity securities with no readily determinable fair value, the Company elects a measurement alternative to fair value. Under this alternative, the Company measures the investments at cost, less any impairment, and adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. The election to use the measurement alternative is made for each eligible investment.

As of September 30, 2019, investments consisted of 5,000,000 shares, which traded at a closing price of $0.04 per share or a value of $200,000 of ICC International Cannabis Corp, 40,000 shares which traded at a closing price of $4.89 per share, or value of $195,418 of Diversa S.A. and 16,666 shares which traded at a closing price of $0.30 per share or value of $5,076 of National Bank of Greece. Additionally, the Company has $4,255 in equity securities of Pancreta bank, which are not publicly traded and recorded at cost. See Note 4, for additional investments in equity securities.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

Fair Value Measurement

The Company applies FASB ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The following tables presents assets that are measured and recognized at fair value as of September 30, 2019 and December 31, 2018, on a recurring basis:

|  | September 30, 2019 |  |  | Total Carrying |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Value |
Marketable securities – ICC International Cannabis Corp. |  | $ | 200,000 |  |  |  | - |  |  |  | - |  |  | $ | 200,000 |
Marketable securities – Divsersa S.A. |  |  | 195,418 |  |  |  | - |  |  |  | - |  |  |  | 195,418 |
Marketable securities – National Bank of Greece |  |  | 5,076 |  |  |  | - |  |  |  | - |  |  |  | 5,076 |
|  | $ | 400,494 |  |  |  |  |  |  |  |  |  |  | $ | 400,494 |

|  | December 31, 2018 |  |  | Total Carrying |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Value |
Marketable securities – ICC International Cannabis Corp. |  | $ | 2,500,000 |  |  |  | - |  |  |  | - |  |  | $ | 2,500,000 |
Marketable securities – Divsersa S.A. |  |  | 210,790 |  |  |  | - |  |  |  | - |  |  |  | 210,790 |
Marketable securities – National Bank of Greece |  |  | 2,100 |  |  |  | - |  |  |  | - |  |  |  | 2,100 |
|  | $ | 2,712,890 |  |  |  |  |  |  |  |  |  |  | $ | 2,712,890 |

In addition, FASB ASC 825-10-25 Fair Value Option, (“ASC 825-10-25”), expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Customer Advances

The Company receives prepayments from certain customers for pharmaceutical products prior to those customers taking possession of the Company’s products; the Company records these receipts as customer advances until it has met all the criteria for recognition of revenue including passing control of the products to its customer, at such point Company will reduce the customer and deposits balance and credit the Company’s revenues.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

Revenue Recognition

The Company adopted the modified retrospective adoption in accordance with ASC 606, Revenue from Contracts with Customers, on January 1, 2018. The new guidance introduces a five-step model for recognizing revenue by applying the following steps: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligations are satisfied by transferring the promised goods to the customer. Once these steps are met, revenue is recognized upon delivery of the product. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s condensed consolidated financial statements.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”) and Staff Accounting Bulletin No. 107 (“SAB 107”) issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASU 2018-07, Compensation-Stock Compensation.

Foreign Currency Translations and Transactions

Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ deficit until the entity is sold or substantially liquidated.

Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net earnings.

Income Taxes

The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes, ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company is liable for income taxes in Greece and the United Kingdom of England. The corporate income tax rate is 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. As of September 30, 2019, the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

The Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing the income tax benefit of uncertain tax positions and establishing measurement criteria for income tax benefits. The Company has evaluated the impact of these positions and due to the fact that the fiscal years 2013 - 2014 are unaudited by the Greek tax authorities, a potential tax liability has been identified, which may arise from a prospective tax audit from tax authorities, based on the tax settlement note of years 2007 - 2009. The amount of the liability as of September 30, 2019, and December 31, 2018, was $138,505 and $145,504, respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Retirement and Termination Benefits

Under Greek labor law, employees are entitled to lump-sum compensation in the event of termination or retirement. The amount depends on the employee’s work experience and renumeration as of the day of termination or retirement. If an employee remains with the company until full-benefit retirement, the employee is entitled to a lump-sum equal to 40% of the compensation to be received if the employee were to be dismissed on the same day. The Company periodically reviews the uncertainties and judgments related to the application of the relevant labor law regulations to determine retirement and termination benefits obligations of its Greek subsidiaries. The Company has evaluated the impact of these regulations and has identified a potential retirement and termination benefits liability. The amount of the liability as of September 30, 2019, and December 31, 2018, was $22,218 and $23,340, respectively, and has been recorded as a long-term liability within the condensed consolidated balance sheets.

Basic and Diluted Net Loss per Common Share

Basic income per share is calculated by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. In accordance with ASC 260, Earnings Per Share, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Weighted average number of common shares outstanding Basic |  |  | 13,225,387 |  |  |  | 13,495,394 |  |  |  | 13,289,843 |  |  |  | 13,218,068 |
Potentially dilutive common stock equivalents |  |  | - |  |  |  | 67,396 |  |  |  | - |  |  |  | 107,934 |
Weighted average number of common and equivalent shares outstanding - Diluted |  |  | 13,225,387 |  |  |  | 13,562,790 |  |  |  | 13,289,843 |  |  |  | 13,326,002 |

Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the measurement of goodwill by eliminating Step 2 from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU 2017-04 does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the two-step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step 2 of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting unit’s assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU 2017-04 is effective for the Company for fiscal years beginning after December 15, 2019, and early adoption is permitted. ASU 2017-04 is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption. The adoption of ASU No. 2017-04 is not expected to have a material effect on the Company’s consolidated financial position or the Company’s consolidated results of operations.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize most leases on their balance sheets as a right-of-use asset with a corresponding lease liability. Lessor accounting under the standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The Company adopted the standard effective January 1, 2019 using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients and elected the following accounting policies related to this standard update:

| · | The option to not reassess prior conclusions related to the identification, classification and accounting for initial direct costs for leases that commenced prior to January 1, 2019.
| · | Short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less; and
| · | The option to not separate lease and non-lease components for certain equipment lease asset categories such as freight car, vehicles and work equipment.
| · | The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases.

Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $622,765 and $538,467, respectively, on the condensed consolidated balance sheet as of January 1, 2019. The Company’s accounting for finance leases remained substantially unchanged. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 13.

NOTE 3 – ACQUISITION OF COSMOFARM, LTD.

On December 19, 2018, the Company completed the acquisition pursuant to the Cosmofarm SPA acquiring 100% of the outstanding shares of Cosmofarm, a pharmaceutical wholesaler based in Athens, Greece. Cosmofarm is a fully licensed wholesaler of pharmaceutical products and its primary activity is the sourcing, procuring, and distributing branded and generic medicines, over-the-counter (OTC) pharmaceuticals, food supplements, and medical devices. At closing, the Company acquired 100% of Cosmofarm’s outstanding shares and in exchange for a non-interest-bearing promissory note, due in one-year, in the amount of €200,000 (the “Acquisition”).

The Company recognized cash of $307,590 acquired in acquisition. The Company recognized the remaining Cosmofarm assets acquired and liabilities assumed based upon the fair value of such assets and liabilities measured as of the date of acquisition. The aggregate purchase price for Cosmofarm has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets represent non-capitalizable intangible assets, such Cosmofarm’s tradename and customer base. The remainder of the excess has been allocated to goodwill.

The allocation of the purchase price of Cosmofarm as of December 19, 2018, is as follows:

|  | Allocation |
Current assets |  | $ | 6,882,286 |
Intangible assets |  |  | 213,790 |
Other assets |  |  | 1,519,345 |
Total assets acquired |  |  | 8,615,421 |
Liabilities assumed: |  |  |  |
Accounts payable and other current liabilities |  |  | 5,111,489 |
Advances from customers |  |  | 1,192,600 |
Line of credit |  |  | 1,900,388 |
Other liabilities |  |  | 232,729 |
Total liabilities assumed |  |  | 8,437,206 |
Net assets acquired |  |  | 178,215 |
Consideration: |  |  |  |
Promissory note |  |  | 227,912 |
Goodwill |  | $ | 49,697 |

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

The components of the acquired intangible assets were as follows:

|  | Amount |  |  | Useful Life (Years) |
Trademark |  | $ | 36,997 |  |  |  | 5 |
Customer base |  |  | 176,793 |  |  |  | 10 |
|  | $ | 213,790 |  |  |  | - |

NOTE 4 – INVESTMENTS

Distribution and Equity Agreement

On March 19, 2018, the Company entered into a Distribution and Equity Acquisition Agreement (the “Distribution and Equity Acquisition Agreement”) with Marathon Global Inc. (“Marathon”), a company incorporated in the Province of Ontario, Canada. Marathon was formed to be a global supplier of cannabis, cannabidiol (CBD) and/or any cannabis extract products, extracts, ancillaries and derivatives (collectively, the “Products”). The Company was appointed the exclusive distributor of the Products initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. The Company has no present intention to distribute any Products under this Agreement in the United States or otherwise participate in cannabis operations in the United States. The Company intends to await further clarification from the U.S. Government on cannabis regulation prior to determining whether to enter the domestic market.

The Distribution and Equity Acquisition Agreement is to remain in effect indefinitely unless Marathon fails to provide Market Competitive (as defined) product pricing and Marathon has not become profitable within five (5) years of the agreement. The transaction closed on May 22, 2018 after the due diligence period, following which the Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in common shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. The Company was also given the right to nominate one director to the Marathon board of directors.

Since Marathon is a newly formed entity with no assets and no activity, the Company attributed no value to the 5 million shares in Marathon which was received as consideration for the distribution services. As described below, the Company exchanged the Marathon shares in May and July 2018.

Share Exchange Agreements

On May 17, 2018, the Company entered into a Share Exchange Agreement (the “SEA”) with Marathon, ICC International Cannabis Corp (“ICC”) formerly known as Kaneh Bosm Biotechnology Inc. (“KBB”) and certain other sellers of Marathon capital stock. Under the SEA, the Company transferred 2.5 million shares in Marathon to ICC, a corporation incorporated under the laws of the Province of British Columbia and a public reporting issuer on the Canadian Securities Exchange, in exchange for 5 million shares of ICC. The Company accounted for the exchange at fair value and recognized a gain on exchange of its investment in Marathon of $1,953,000 in the year ended December 31, 2018.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

On July 16, 2018, the Company completed a Share Exchange Agreement (the “New SEA”) with Marathon, ICC, and certain other sellers of Marathon capital stock whereby the Company transferred its remaining one-half interest (2.5 million shares) in Marathon to KBB for an additional 5 million shares of ICC. The Company accounted for the exchange at fair value and recognized a gain on exchange of its investment in Marathon of $2,092,200 in the year ended December 31, 2018. The ten million shares of ICC owned by the Company constituted approximately 7% of the 141,219,108 shares of capital stock of KBB then issued and outstanding. The Company does not have the ability to exercise significant influence over ICC.

The Company determined the fair value of both exchanges based on an actively quoted stock price of ICC received in exchange for the Marathon shares. The Company continues to fair value its investment in ICC with changes recognized in earnings each period and recorded an unrealized loss during the nine months ended September 30, 2019 of $347,000. During the nine months ended September 30, 2019, the Company sold 5,000,000 shares for proceeds of $1,211,348. The realized losses on equity securities sold during the nine months ended September 30, 2019, which are the difference between the proceeds from sales and the original cost, was $741,652. The value of the investment as of September 30, 2019 and December 31, 2018 was $200,000 and $2,500,000, respectively.

CosmoFarmacy LP

In June 2019, the Company entered into an agreement with an unaffiliated third party to incorporate CosmoFarmacy L.P. for the purpose of providing strategic management consulting services and the retail trade of pharmaceutical products, OTC and beauty products to pharmacies. CosmoFarmacy was incorporated with a 30-year term through May 31, 2049. The unaffiliated third party is the general partner (the “GP”) of the limited partnership and is responsible for management and decision-making associated with CosmoFarmacy. The initial share capital was set to EUR 150,000 which was later increased to EUR 500,000. The GP contributed the pharmacy license (the “License”) valued at EUR 350,000 (30-year term) to operate the business of CosmoFarmacy in exchange for a 70% equity ownership. The Company is a limited partner and contributed cash of EUR 150,000 for the remaining 30% equity ownership. CosmoFarmacy is not publicly traded and the Company’s investment has been recorded using the equity method of accounting. The value of the investment as of September 30, 2019, was $163,575.

During the quarter ended September 30, 2019, the Company recognized a cash balance of $221,457 related to its acquisition of Cosmofarm. The cash was used to purchase the investment in CosmoFarmacy described above. Since the accounting for the acquisition of Cosmofarm was completed during the year ended December 31, 2018, the Company recognized the asset through earnings and is included in other income within the condensed consolidated statement of operations for the period ended September 30, 2019.

Other Investments

As of September 30, 2019, other investments consist of 40,000 shares which traded at a closing price of $4.86 per share, or value of $195,418 of Diversa S.A. and 16,666 shares which traded at a closing price of $0.30 per share or value of $5,076 of National Bank of Greece. The Company recorded a net unrealized loss on the fair value of the investments of $2,234 during the nine months ended September 30, 2019.

In the following table, gains/losses on equity securities sold in the period reflect the difference between proceeds from sales and the fair value of the equity security sold at the beginning of the period or the purchase date, if later.

The following table summarized the gains and losses recognized during the period ended September 30, 2019:

Net gains and losses recognized during the period on equity securities |  | $ | (1,103,035 | )
Less: Net gains and losses recognized during the period on equity securities sold during the period |  |  | 128,652 |
Unrealized gains and losses recognized during the period on equity securities still held at the reporting date |  | $ | (974,383 | )

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

Since no value was attributed to the 33 1/3% equity ownership interest in Marathon received as consideration for the distribution services, the Company would receive variable consideration in future for its services under the Distribution and Equity Acquisition Agreement, if certain milestones are achieved. Refer to Note 12 for the accounting associated with the cash of CAD $2 million received upfront. Variable consideration to be received in the future upon achieving the gross sales milestones described above, is constrained as the Company estimates that it is probable that a significant reversal of revenue could occur. In assessing the constraint, the Company considered its limited experience with the Products, new geographic markets and similar transactions, which affect the Company’s ability to estimate the likelihood of a probable revenue reversal. Therefore, no revenue has been recognized for the period ended September 30, 2019. The Company will continue to reassess variable consideration at each reporting period and update the transaction price when it becomes probable that a significant revenue reversal would not occur.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consists of the following:

|  | September 30, 2019 |  |  | December 31, 2018 |
Leasehold improvements |  | $ | 463,664 |  |  | $ | 369,437 |
Equipment under capital lease |  |  | - |  |  |  | 709,356 |
Vehicles |  |  | 111,755 |  |  |  | 117,402 |
Furniture, fixtures and equipment |  |  | 1,372,129 |  |  |  | 458,442 |
Computers and software |  |  | 68,436 |  |  |  | 55,169 |
|  |  | 2,015,984 |  |  |  | 1,709,806 |
Less: Accumulated depreciation |  |  | (377,718 | ) |  |  | (284,174 | )
Total |  | $ | 1,638,266 |  |  | $ | 1,425,632 |

NOTE 6 – INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following at:

|  | September 30, 2019 |  |  | December 31, 2018 |
License |  | $ | 50,000 |  |  | $ | 50,000 |
Trade name / mark |  |  | 36,997 |  |  |  | 36,997 |
Customer base |  |  | 176,793 |  |  |  | 176,793 |
|  |  | 263,790 |  |  |  | 263,790 |
Less: Accumulated amortization |  |  | (37,569 | ) |  |  | (16,720 | )
Subtotal |  |  | 226,221 |  |  |  | 247,070 |
Goodwill |  |  | 49,697 |  |  |  | 49,697 |
Total |  | $ | 275,918 |  |  | $ | 296,767 |

NOTE 7 – INCOME TAXES

The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no U.S. taxable income for the nine months ended September 30, 2019 and 2018.

The Company’s Greece subsidiaries are governed by the income tax laws of Greece. The corporate tax rate in Greece is 29% on income reported in the statutory financial statements after appropriate tax adjustments.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

The Company’s United Kingdom subsidiaries are governed by the income tax laws of United Kingdom. The corporate tax rate in United Kingdom is 19% on income reported in the statutory financial statements after appropriate tax adjustments.

On December 22, 2017, the President of the United States signed into law Public Law No. 115-97, commonly referred to as the Tax Reform Act, following its passage by the United States Congress. The Tax Act made significant changes to U.S. federal income tax laws, including reduction of the corporate tax rate from 34.0% to 21.0%, limitation of the deduction for net operating losses to 80.0% of current year taxable income and elimination of net operating loss carrybacks, one-time taxation of offshore earning at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions.

On December 22, 2017, Staff Accounting Bulletin No. 118, “SAB 118”, was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. Additional work is necessary for a more detailed analysis of the deferred tax assets and liabilities and our historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense within the measurement period.

As of September 30, 2019 and 2018, the Company’s effective tax rate differs from the US federal statutory tax rate primarily due to a valuation allowance recorded against net deferred tax assets in all jurisdictions in which the Company operates.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. As of September 30, 2019 and December 31, 2018, the Company has maintained a valuation allowance against all net deferred tax assets in each jurisdiction in which it is subject to income tax.

As of September 30, 2019, and December 31, 2018, the Company has a provision for tax charges recorded in any jurisdiction where it is subject to income tax, in the amount of $138,505 and $145,504, respectively, which is included in Other Liabilities on the condensed consolidated balance sheets.

NOTE 8 – CAPITAL STRUCTURE

Preferred Stock

The Company is authorized to issue 100 million shares of preferred stock, which may be issued from time to time in one or more series authorized by the Board of Directors. As of September 30, 2019, no preferred shares have been issued.

Common Stock

The Company is authorized to issue 300 million shares of common stock and had 2,558,553 shares issued prior to the acquisition of Amplerissimo.

On September 27, 2013, the Company completed the acquisition of Amplerissimo through the issuance of 10,000,000 shares of common stock to Dimitrios Goulielmos, the sole stockholder of Amplerissimo, the Company then had 12,558,553 shares of common stock issued and outstanding.

On February 10, 2017, the Company and Decahedron consummated the acquisition of Decahedron SPA. Pursuant to the terms of the Decahedron SPA, the shareholders of Decahedron received an aggregate of 170,000 shares of common stock of the Company, which were delivered at closing in exchange for all of the Ordinary Shares of Decahedron for the Stock Consideration.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

On January 7, 2019 and February 5, 2019, 465,325 and 108,417 shares of common stock were cancelled, these shares were the remaining pre-delivery shares related to the convertible notes in Note 11.

On February 5, 2019, the Company entered into a Stock Purchase Agreement (the “SPA”) with an institutional noteholder. The SPA provides for the Company’s purchase of 193,408 shares of the Company’s common stock at $3.00 per share or an aggregate of $580,224. Payment was scheduled over a five-month period, subject to acceleration if the Company effects an eligible equity offering. As of September 30, 2019, the Company had made $580,224 in payments. As of the date of this filing the 193,408 shares have been transferred back to the Company and cancelled.

On February 18, 2019, the Company entered into a Stock Purchase Agreement (the “SPA”) with an institutional noteholder. The SPA provides for the Company’s purchase of 83,341 shares of the Company’s common stock at $3.00 per share or an aggregate of $250,023. Payment was scheduled over a five-month period, subject to acceleration if the Company effects an eligible equity offering. As of September 30, 2019, the Company had made $250,023 in payments. As of the date of this filing, 26,221 shares have been transferred back to the Company and subsequently cancelled. An additional 57,120 have been transferred to the Company, have not yet been cancelled and are recorded in treasury.

Purchase of Treasury Shares

On June 18, 2018, the Company entered into a stock purchase agreement with a former officer and director of Decahedron, whereby for consideration of €60,000 ($69,612) the Company repurchased 15,000 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on June 18, 2018, the date of signing, however the Company was entitled to pay the full consideration in tranches until November 2018. During the year ended December 31, 2018, the Company paid consideration of €60,000 ($69,178). The Company recorded a loss of $434 for the change in foreign currency related to this transaction.

On November 30, 2018, the Company entered into a stock purchase agreement with a former officer and director of Decahedron, whereby for consideration of $60,000, the Company repurchased 20,000 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on November 30, 2018, the date of signing, however the Company was entitled to pay the full consideration in tranches until August 2019. During the year ended December 31, 2018, the Company paid consideration of $11,317 and had a related party payable of $48,683. During the nine months ended September 30, 2019, the Company paid the remaining balance in full.

On June 20, 2019, the Company entered into a stock purchase agreement with a former officer and director of Decahedron, whereby for consideration of $15,000, the Company repurchased 114,518 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on June 20, 2019, the date of signing. During the nine months ended September 30, 2019, the Company paid consideration of $15,000.

Potentially Dilutive Securities

As of September 30, 2019, and December 31, 2018, the Company had 13,225,387 and 13,878,757 shares of common stock issued, respectively, and 12,860,059 and 13,685,067 shares of common stock outstanding, respectively.

No options, warrants or other potentially dilutive securities other than those disclosed above have been issued as of September 30, 2019.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

NOTE 9 – RELATED PARTY TRANSACTIONS

On the date of our inception, we issued 20 million shares of our common stock to our three officers and directors which were recorded at no value (offsetting increases and decreases in common stock and additional paid-in capital).

DOC Pharma S.A.

As of September 30, 2019, the Company has a prepaid balance of €2,184,230 ($2,381,903) and an accounts payable balance of €181,791 ($198,243) resulting in a net prepaid balance of €2,002,439 ($2,183,660) to Doc Pharma S.A. (“Doc Pharma”), related to purchases of inventory. Additionally, the Company has a receivable balance of €225,359 ($245,754). As of September 30, 2018, the Company had a prepaid balance of €1,384,452 ($1,609,011) to Doc Pharma, related to purchases of inventory. During the nine months ended September 30, 2019 and 2018, the Company purchased a total of €1,976,673 ($2,155,561) and €3,921,192 ($4,683,864) of products from Doc Pharma, respectively. During the nine months ended September 30, 2019 and 2018, the Company had revenue of €347,147 ($389,985) and €153,473 ($183,324) from Doc Pharma, respectively.

On November 1, 2015, the Company entered into a €12,000 ($13,202) Loan Agreement with DOC Pharma S.A., pursuant to which DOC Pharma, paid existing bills of the Company in the amount of €12,000 ($13,202), excluding the Vendor Bills. The loan bears an interest rate of 2% per annum and was due and payable in full on October 31, 2016. As of September 30, 2019, the Company has an outstanding principal balance under this note of €12,000 ($13,086) and accrued interest expense of $1,034.

Doc Pharma S.A is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the wife of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma SA in the past.

Medihelm S.A

As of September 30, 2019, the Company has a prepaid balance of €3,031,217 ($3,305,542) and an accounts payable balance of £46,817 ($57,576), resulting in a net prepaid balance of $3,247,967 to Medihelm related to purchases of inventory. Additionally, the Company had a receivable balance of €162,687 ($117,410). As of September 30, 2018, the Company had a prepaid balance of €2,192,934 ($2,513,762) and an accounts payable balance of £484,101 ($630,542), resulting in a net prepaid balance of $1,883,220 related to purchases of inventory. Additionally, the Company had a receivable balance of €671,510 ($780,429). During the nine months ended September 30, 2019 and 2018, the Company purchased €2,207,663 ($2,407,457) and $9,878,498 of products from Medihelm, respectively. During the nine months ended September 30, 2019 and 2018, the Company had revenue of (€28,556) ($31,140) and revenue of €914,914($1,092,865) from Medihelm, respectively.

Medihelm S.A. is considered a related party to the Company due to the fact that the managing director of Medihelm is the mother of Nicholaos Lazarou, the former managing director of the Company’s UK subsidiary, Decahedron.

Grigorios Siokas

As of December 31, 2018, the Company had an outstanding principal balance of $1,777,799, consisting of €1,353,700 ($1,550,799) and $227,000, in loans payable to Grigorios Siokas. During the nine months ended September 30, 2019, the Company borrowed total additional proceeds of $508,084, repaid €161,967 ($212,176) of these loans and converted $1,050,000 of these loans into 140,001 shares of common stock at a conversion rate of $7.50 per share. These loans are non-interest bearing and have no maturity dates. As of September 30, 2019, the Company had an outstanding principal balance under these loans of $984,845 consisting of €240,333 ($262,083) and $722,762, in loans payable to Grigorios Siokas.

On December 20, 2018, the €1,500,000 ($1,718,400) note payable, originally borrowed pursuant to a Loan Agreement with a third-party lender, dated March 16, 2018, was transferred to Grigorios Siokas. The note bears an interest rate of 4.7% per annum and has a maturity date of March 18, 2019. The balance as of December 31, 2018 was €1,500,000 ($1,718,400). As of September 30, 2019, the Company had an outstanding principal balance of €1,500,000 ($1,635,750) and accrued interest of €108,364 ($118,171).

On May 28, 2019, the Company entered into a Debt Exchange Agreement with Grigorios Siokas. The agreement provided for the issuance by the Company of 66,667 shares of common stock, at the rate of $7.50 per share, or an aggregate of $500,000, in exchange for $500,000 of existing loans by Mr. Siokas to the Company. The Company valued this transaction at fair value and recorded a $259,999 gain on extinguishment of related party debt to additional paid-in capital.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

On June 24, 2019, the Company entered into a Debt Exchange Agreement with Grigorios Siokas. The agreement provided for the issuance by the Company of 73,334 shares of common stock, at the rate of $7.50 per share, or an aggregate of $550,000, in exchange for $550,000 of existing loans by Mr. Siokas to the Company. The Company valued this transaction at fair value and recorded a $269,126 gain on extinguishment of related party debt to additional paid-in capital.

Grigorios Siokas is the Company’s CEO and principal shareholder and is hence considered a related party to the Company.

Dimitrios Goulielmos

As of December 31, 2018, the Company had a principal balance due to Dimitrios Goulielmos, director and former CEO, of €53,500 ($61,290) related to a loan agreement dated November 21, 2014 and amended on November 4, 2015. The loan is non-interest bearing. During the nine months ended September 30, 2019, the Company repaid €33,500 ($36,532) and a principal balance of €20,000 ($21,810) remained as of September 30, 2019.

Nicholaos Lazarou

In connection with the Decahedron SPA, on February 9, 2017, Decahedron, Medihelm S.A. and Nicholaos Lazarou, former managing director of Decahedron, entered into a liability transfer agreement whereby the loan provided from Decahedron to Nicholaos Lazarou prior to the acquisition would be cancelled in exchange for Nicholaos Lazarou’s personal assumption of £172,310 ($233,118) owed to Medihelm S.A., a related party creditor of Decahedron.

On November 30, 2018, the Company entered into a stock purchase agreement with Nicholaos Lazarou, whereby for consideration of $60,000 the Company repurchased 20,000 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on November 30, 2018, the date of signing, however, the Company was entitled to pay the full consideration in tranches until August 2019. As of December 31, 2018, the Company had an amount due to related party of $48,683. During the nine months ended September 30, 2019, the Company repaid the remaining balance in the amount of $48,683.

On June 20, 2019, the Company entered into a stock purchase agreement with Nicholaos Lazarou whereby for consideration of $15,000, the Company repurchased 114,518 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on June 20, 2019, the date of signing. During the nine months ended September 30, 2019, the Company paid the $15,000 in consideration in full.

Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

NOTE 10 – LINES OF CREDIT

There are two lines of credit with National Bank of Greece which are being renewed annually with current interest rates of 6.00% and 4.35%. Th maximum borrowing allowance under the 6% line of credit was €1,500,000 ($1,635,750) and €1,200,000 ($1,374,720) at September 30, 2019 and December 31, 2018, respectively with outstanding balances of €856,908 ($934,458) and €699,147 ($766,576) at September 30, 2019 and December 31, 2018, respectively. The maximum borrowing allowance under the 4.35% line of credit was €1,000,000 ($1,090,500) and $0 at September 30, 2019 and December 31, 2018, respectively with outstanding balances of €883,861 ($963,850) and $0 at September 30, 2019 and December 31, 2018, respectively.

The line of credit with Alpha Bank of Greece is renewed annually with a current interest rate of 6.00%. The maximum borrowing allowance was €1,000,000 ($1,090,500) and €600,000 ($687,360) at September 30, 2019 and December 31, 2018, respectively. The outstanding balance was €523,608 ($570,995) and €402,565 ($461,178) at September 30, 2019 and December 31, 2018, respectively.

The line of credit with Eurobank of Greece was renewed annually at an interest rate of 8.55% through the year ended December 31, 2018. The maximum borrowing allowed was $572,800 at December 31, 2018. The outstanding balance was $286,829 at December 31, 2018.

Interest expense for the nine months ended September 30, 2019 and 2018 was $85,394 and $0, respectively.

Under the above agreements, the Company is required to maintain certain financial ratios and covenants. These lines of credit were assumed in the Company’s acquisition of Cosmofarm. During the nine months ended September 30, 2019, the Company was in compliance with these ratios and covenants.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

NOTE 11 – CONVERTIBLE DEBT

November 15, 2017 Securities Purchase Agreement

On November 15, 2017, the Company entered into a Securities Purchase Agreement with institutional investors (the “Buyers”), pursuant to which the Company issued on November 16, 2017 for a purchase price of $3,000,000, $3,350,000 in aggregate principal amount of Senior Convertible Notes (the “Existing Notes”) to the Buyers, convertible into approximately 670,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at $5.00 per share and five-year warrants (the “Warrants”) to purchase an aggregate of 536,000 shares of Common Stock exercisable at $7.50 per share. The Notes contained an original issue discount of $350,000. Of the $3,000,000 purchase price, $240,000 went directly to financing costs (see below) and $74,000 went directly to legal fees such that the Company received net proceeds of $2,686,000.

On February 20, 2018, the Company entered into two separate Amendment and Exchange Agreements (“Exchange Agreements”) with the Buyers for new senior convertible notes (“New Notes”) in exchange for existing notes. Each New Note is identical in all material respects to the Existing Note, except that (i) the New Note was not convertible into shares of the Company’s common stock (the “Common Stock”) until April 20, 2018; (ii) all future cash installment payments under such New Note will be made at a redemption price equal to 112% of the applicable installment amount; (iii) the Company’s existing obligation to initially deliver pre-delivery shares of its common stock to the holder of such New Note was deferred until April 20, 2018; and (iv) at any time on or before June 20, 2018, the Company had the right, at its option, to redeem all, or any part, of the amounts then outstanding under such New Note in cash at a redemption price equal to 125% of such amounts then outstanding under such New Note. The Company will repay the principal amount of the Notes in equal monthly installments beginning on January 1, 2018 and repeating on the first business day of each calendar month thereafter until the fourteenth (14th) month anniversary date of issue.

On September 26, 2018, the Company entered into a second amendment which extended the maturity dates of the notes to February 1, 2019. On April 24, 2018, 670,001 pre-delivery shares were issued. On January 7, 2019 and February 5, 2019, 465,625 and 108,417 pre-delivery shares, respectively, were cancelled upon full payment of both notes. Eighty-five (85%) percent of any cash proceeds received by the holders of the Notes from the sale of pre-delivery shares issued as collateral shall be applied against the particular installment amount then due. The Notes are senior in right of payment to all existing and future indebtedness except Permitted Indebtedness which includes $12 million of senior secured indebtedness of the Company and its subsidiaries under the above described Synthesis loan agreements, plus a defined amount of purchase money indebtedness in connection with bona fide acquisitions. The Company evaluated the debt modification in accordance with ASC 470-50 and concluded that the debt qualified for debt extinguishment as the 10% cash flow test was met. As a result, the Existing Notes were written off and the New Notes were recorded at fair value as of February 20, 2018. The Company wrote off the remaining principal balance of $2,871,429 of the Existing Notes along with the remaining $2,596,838 of debt discounts related to the Existing Notes of which $1,140,711 was a reduction to additional paid-in-capital representing the intrinsic value of the existing beneficial conversion feature. The Company recorded the New Notes in the amount of $3,216,000 and a total debt discount of $3,216,000 in relation to the intrinsic value of the new beneficial conversion feature of $2,880,000 and an original issue discount of $336,000. This resulted in a net loss on extinguishment of debt in the amount of $1,464,698 and additional net equity related to the beneficial conversion feature of $1,739,289.

The New Notes were not convertible until April 18, 2018 pursuant to the February 20, 2018 amendment. Beginning April 20, 2018, the Holder may convert the New Notes into shares of Common Stock at the rate of $5.00 per share. In the event of an issuance of Common Stock for a consideration less than the Conversion Price (other than Excluded Securities, as defined) the Conversion Price shall be reduced to the price of the dilutive issuance, (the “Conversion Price”). Upon an Event of Default (as defined), the Buyers may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the Volume-Weighted Average Price (as defined, the “VWAP”). The Company valued the beneficial conversion feature of the Existing Notes at intrinsic value and recorded $1,140,711 to debt discount, of which $405,743 was amortized through February 19, 2018. On February 20, 2018, the remaining debt discount was written off and the Company recorded a new debt discount as discussed above.

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Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

The Warrants have a five-year term and are exercisable into 536,000 shares of Common Stock beginning May 16, 2018, which was six months after the issue date. The Warrants are exercisable at $7.50 per share subject to full ratchet anti-dilution protection. As of September 30, 2019, there were no anti-dilution trigger events. The Warrants will be exercisable on a cashless basis if a registration statement is not effective covering the resale of the underlying Warrant Shares. The Company calculated the warrants at relative fair value of $1,545,288, which was recognized as a discount to the Existing Notes of which $347,418 was amortized as interest expense through February 19, 2018. On February 20, 2018, the remaining balance was reversed due to the Exchange Agreement as discussed above.

Conversion of the New Notes were and exercise of the Warrants are subject to a blocker provision which prevents any holder from converting or exercising, as applicable, the New Notes or the Warrants, into shares of Common Stock if its beneficial ownership of the Common Stock would exceed 4.99% (subject to adjustment not to exceed 9.99%) of the Company’s issued and outstanding Common Stock (each, a “Blocker”).

The Company filed, within thirty (30) days of the Closing, a registration statement covering one hundred fifty (150%) percent of the maximum number of shares, underlying the New Notes and Warrants pursuant to a registration rights agreement with the Buyers (the “Registration Rights Agreement”). The Post-Effective Amendment to the registration statement (No. 333-222061) was declared effective on May 14, 2018.

As a condition to the closing of the Financing, each Buyer, severally, was required to execute a leak-out agreement (each, a “Leak-Out Agreement”) restricting such Buyer’s sale of shares of Common Stock underlying the New Notes and Warrants on any Trading Day to not more than such Buyer’s pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Company’s Common Stock. If after the closing of the Financing there is no Event of Default under the New Notes, the VWAP of the Company’s Common Stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the New Notes subject to redemption on each Installment Date shall thereafter double.

On November 15, 2017, in connection with the $3,350,000 Securities Purchase Agreement, Roth Capital Partners, LLC (“Roth”), as the Company’s exclusive placement agent, received a cash commission for the transaction equal to eight (8%) percent of the total gross proceeds of the offering, or $240,000 and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors), or 53,600 shares; and, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six months after the issue date or May 16, 2018 and were valued at a fair value of $386,003 which was fully expensed during the year ended December 31, 2017. The $240,000 cash commission was recorded as debt discount and was amortized over the term of the New Notes.

During the nine months ended September 30, 2018, the Company repaid the remaining principal balance in the amount of $103,611, such that the remaining outstanding principal balance of the New Notes as of September 30, 2019 is zero.

As a result of the final payment of the New Notes, the remaining debt discount of $45,614 was amortized during the nine months ended September 30, 2019.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

September 4, 2018 Securities Purchase Agreement

On September 4, 2018, the Company entered into a Securities Purchase Agreement with two institutional investors (the “Buyers”) pursuant to which the Company issued for a purchase price of $2,000,000, $2,233,333 in aggregate principal amount of Senior Convertible Notes (the “September 2018 Notes”) to the Buyers, convertible into 372,223 shares of the Company’s common stock, par value $.001 per share at $6.00 per share (with the exception of the conversion related to the Third Exchange Agreement described below), and warrants to purchase an aggregate of 357,334 shares of Common Stock exercisable at $7.50 per share (the “Warrants”). The Notes contained an original issue discount of $233,332. Of the $2,000,000 purchase price, $140,000 went directly to financing costs (see below) and $15,000 went directly to legal fees such that the Company received net proceeds of $1,845,000.

The September 2018 Notes provided that the Company will repay the principal amount of Notes in equal monthly installments including a 5% installment fee, which is recorded as interest expense, beginning on November 1, 2018 and repeating on the first business day of each calendar month thereafter until May 1, 2019. During the nine months ended September 30, 2019, the Company has recorded $13,097 in installment fees.

The Notes were convertible at any time by the Holder into shares of Common Stock at the rate of $6.00 per share (with the exception of the conversion pursuant to the Third Exchange Agreement described below), subject to full ratchet anti-dilution adjustment (the “Conversion Price”). According to the original terms of the agreement, the Company was to pre-deliver up to 372,222 shares of common stock to the Buyers. Eighty-five percent (85%) of any cash proceeds received by the Buyers from the sale of the Pre-Delivery Shares would then be applied against the particular installment amount due on such Installment Date under the Note. The Company had three months to deliver the Pre-Delivery shares, however the debt was repaid prior to the opportunity to deliver those shares. The Registration Statement (No. 333-227813) covering 150% of the number of shares underlying the Notes and warrants was declared effective on November 1, 2018. Upon an Event of Default (regardless of whether such event has been cured), the Buyers may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the then Volume-Weighted Average Price (as defined, the “VWAP”). The Company valued the beneficial conversion feature of the Existing Notes at intrinsic value and recorded $934,922 to debt discount, which will be amortized over the life of the Notes.

The Warrants are exercisable into 357,334 shares of Common Stock equal to eighty (80%) percent of the number of shares of common stock the Buyers would receive if the Notes were fully converted (at an assumed price of $5.00 per share) upon the date of issuance of the Notes. The Warrants are exercisable at $7.50 per share for a five-year term commencing March 4, 2019 subject to full ratchet anti-dilution protection. The Warrants will be exercisable on a cashless basis if a registration statement is not effective covering the resale of the underlying Warrant Shares. The Company calculated the warrants at relative fair value of $910,078, which was recognized as a discount to the Notes and is being amortized as interest expense over the remaining term of the Notes.

Conversion of the Notes were and exercise of the Warrants are each subject to a blocker provision which prevents any holder from converting or exercising, as applicable, the Notes or the Warrants, into shares of common stock if its beneficial ownership of the common stock would exceed 9.99% of the Company’s issued and outstanding common stock (a “Blocker”).

As a condition to the closing of the Financing, each Buyer executed a leak-out agreement which replaced the leak-out agreements entered into in November 2017 (each, a “Leak-Out Agreement”) restricting such Buyer’s sale of shares of common stock underlying the Notes and Warrants on any trading day to not more than such Buyer’s pro rata allocation of the greater of (x) sales with net proceeds of an aggregate of $20,000 or (y) twenty-five (25%) percent of the daily average trading volume of the Company’s Common Stock. If after the closing of the Financing the VWAP of the Company’s common stock for three (3) trading days is less than $1.50 per share, the Company may further restrict the Buyers from selling at less than $1.50 per share; provided that the portion of the Notes subject to redemption on each Installment Date shall thereafter double.

Roth Capital Partners, LLC (“Roth”), as the Company’s exclusive placement agent, received a cash commission for this transaction equal to seven (7%) percent of the total gross proceeds of the offering, or $140,000, and the issuance of five-year warrants to purchase seven (7%) percent of the shares of common stock issued or issuable in this offering (excluding shares of Common Stock issuable upon exercise of any Warrants issued to investors), or 26,056 shares; and will receive seven (7%) percent of any cash proceeds received from the exercise of any Warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six months after the issue date or March 4, 2019, at $6.00 per share and were valued at a fair value of $157,969 which was fully expensed during the year ended December 31, 2018. The $140,000 cash commission was recorded as debt discount and was be amortized over the term of the Notes.

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Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

During the year ended December 31, 2018, there were principal conversions in the amount of $1,333,333 at a conversion price of $3.478 pursuant to the Third Exchange Agreement and the Company repaid principal of $638,095, such that the remaining outstanding principal balance of the Notes as of December 31, 2018 was $261,903.

During the nine months ended September 30, 2019, the Company repaid the remaining principal balance in the amount of $261,902, such that the remaining outstanding principal balance of the Notes as of September 30, 2019 is zero.

The Company recorded a total of $2,233,332 of debt discounts related to the above Notes during the year ended December 31, 2018. The debt discounts were amortized over the term of the debt. Amortization of the debt discounts for the year ended December 31, 2018 was $2,049,232. As a result of the final payment of the Notes, the remaining debt discount of $184,100 was amortized during the nine months ended September 30, 2019.

Securities Purchase Agreement executed on May 15, 2019

On May 15, 2019, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Buyer”). Upon the closing of this financing, on May 17, 2019, the Company issued for a purchase price of $1,500,000 in principal amount a Senior Convertible Note (the “May 2019 Note”) to the Buyer.

The May 2019 Note provides that the Company will repay the principal amount of the May 2019 Note on the ten (10) month anniversary date of the date of issue. Interest at the rate of nineteen (19%) percent per annum shall be payable on the first day of each calendar month.

The May 2019 Note is convertible at any time by the Holder into 250,000 shares of common stock, par value $0.001 per share at the rate of $6.00 per share, subject to adjustment (the “Conversion Price”). Upon an Event of Default (regardless of whether such event has been cured), the Buyer may convert at an alternative conversion price equal to the lower of the then applicable Conversion Price or seventy-five (75%) percent of the then Volume-Weighted Average Price (as defined, the “VWAP”). The Company considered the need for the conversion feature to be bifurcated under ASC 815 and determined that it does not meet the requirements. Additionally, the Company determined the effective conversion rate under ASC 470-20 and determined that the instrument is out of the money and no beneficial conversion feature was recorded.

The May 2019 Note is senior in right of payment to all other existing and future indebtedness of the Company except Permitted Senior Indebtedness (as defined in the May 2019 Note), including $12 million of senior secured indebtedness of the Company and its subsidiaries under an existing senior loan agreement, plus defined amounts of purchase money indebtedness in connection with bona fide acquisitions.

The May 2019 Note includes customary Events of Default and provides that the Buyer may require the Company to redeem (regardless of whether the Event of Default has been cured) all or a portion of the Note at a redemption premium of one hundred twenty-five (125%) percent, multiplied by the greater of the conversion rate and the then current market price. The Buyer may also require redemption of the May 2019 Note upon a Change of Control (as defined) at a premium of one hundred twenty-five (125%) percent. The Company has the right to redeem the May 2019 Note at any time, in whole or in part, in cash at a price equal to 120% of the then outstanding conversion amount.

Conversion of the May 2019 Note is subject to a blocker provision which prevents any holder from converting the May 2019 Note into shares of common stock if its beneficial ownership of the common stock would exceed 9.99% of the Company’s issued and outstanding common stock.

As of September 30, 2019, the Company had a principal balance $1,500,000 on the May 2019 Note and the Company had accrued $25,334 in interest expense.

Roth Capital Partners, LLC (“Roth”), as the Company’s exclusive placement agent, received a cash commission for this transaction equal to six (6%) percent of the total gross proceeds of the offering. This 6% fee or $90,000 was recorded as debt discount along with the $30,000 in legal fees associated with the May 2019 Note. These fees will be amortized over the term of the note. For the nine months ended September 30, 2019, the Company has recorded amortization of $54,295.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

NOTE 12 – DEBT

On November 16, 2015, the Company entered into a Loan Agreement with Panagiotis Drakopoulos, former Director and former Chief Executive Officer, pursuant to which the Company borrowed €40,000 ($42,832) as a note payable from Mr. Drakopoulos. The note bears an interest rate of 6% per annum and was due and payable in full on November 15, 2016. As of December 31, 2018, the Company had an outstanding principal balance of €13,000 ($14,893) and accrued interest of €3,088 ($3,538). As of September 30, 2019, the Company had an outstanding principal balance of €13,000 ($14,177) and accrued interest of €3,969 ($4,328).

Loan Facility Agreement

On August 4, 2016, the Company’s wholly owned subsidiary SkyPharm entered into a Loan Facility Agreement (the “Loan Facility”), guaranteed by Grigorios Siokas, with Synthesis Peer-To Peer-Income Fund (the “Lender”). The Loan Facility initially provided SkyPharm with a credit facility of up to $1,292,769 (€1,225,141). Any advance under the Loan Facility accrues interest at a rate of 10% per annum and requires quarterly interest payments commencing on September 30, 2016. The amounts owed under the Loan Facility were repayable upon the earlier of (i) three months following the demand of the Lender; or (ii) August 31, 2018. No prepayment is permitted pursuant to the terms of the Loan Facility. The Synthesis Facility Agreement as amended is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas.

On September 13, 2016, Sky Pharm entered into a First Deed of Amendment with the Loan Facility increasing the maximum loan amount to $1,533,020 as a result of the Lender having advanced $240,251 (€227,629) to SkyPharm.

On March 23, 2017, SkyPharm entered into an Amended and Restated Loan Facility Agreement (the “A&R Loan Facility”), with the Loan Facility increasing the loan amount to an aggregate total of $2,664,960 (€2,216,736) as a result of the Lender having advanced $174,000 (€164,898) in September 2016, $100,000 (€94,769) in October 2016, $250,000 (€236,922) in November 2016, $452,471 (€428,800) in December 2016, $155,516 (€129,360) in January 2017, $382,327 (€318,023) in July 2017 and $70,000 (€58,227) in December 2017. The A&R Loan Facility amends and restates certain provisions of the Loan Facility Agreement, dated as of August 4, 2016, by and among the same parties. Advances under the A&R Loan Facility continue to accrue interest at a rate of 10% per annum from the applicable date of each drawdown and require quarterly interest payments. The A&R Loan Facility now permits prepayments at any time. The amounts owed under the A&R Loan Facility shall be repayable upon the earlier of (i) seventy-five days following the demand of the Lender; or (ii) August 31, 2018. The A&R Loan Facility is secured by a personal guaranty of Grigorios Siokas, which is secured by a pledge of 1,000,000 shares of common stock of the Company owned by Mr. Siokas (the “Pledged Shares”). The A&R Loan Facility was also amended to provide additional affirmative and negative covenants of Sky Pharm and the Guarantor during the term of loans remain outstanding, including, but not limited to, the consent of the Lender in connection with (i) the Company or any of its subsidiaries incurring any additional indebtedness; or (ii) in the event of any increase in the Company’s issued and outstanding shares of Common Stock, the Pledged Shares shall be increased to an amount equal to a minimum of ten percent (10%) of the issued and outstanding shares of the Company.

On April 18, 2018, the Company entered into an amendment with the Lender that was effective as of January 1, 2018, pursuant to which the maturity dates for all advances was extended to December 31, 2021. Additionally, the interest rate was amended such that the interest rate for all advances is 4% plus the 3-Month Libor rate. The Loan Facility also forgave €35,060 ($40,000) in fees related to the July 6, 2017 advance. As a result, the Company reduced the unamortized portion of debt discount that related to those fees and recorded a gain on debt settlement of €19,763 ($23,354).

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Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

As of December 31, 2018, the outstanding balance under the A&R Loan Facility was $3,078,442 (€2,687,187) and accrued interest expense of $414,830 (€362,107) has been recorded. As of September 30, 2019, the outstanding balance under this note was $3,078,442 (€2,822,964) and accrued interest expense of $563,582 (€513,811) has been recorded.

The Company recorded a total of €155,060 ($191,034) in debt discounts related to this note in prior years. The debt discounts are being amortized over the term of the debt. As a result of the April 16, 2018 amendment, the Company reduced the unamortized debt discount by €20,237 ($20,237). The debt discount was fully amortized in the prior year.

Bridge Loans

On March 16, 2017 and March 20, 2017, SkyPharm entered into loan agreements with the Synthesis Peer-To Peer-Income Fund (the “Bridge Loans”). The Bridge Loans provided to SkyPharm loans of €41,590 ($50,000) and €100,000 ($120,220), respectively, during the year ended December 31, 2017. The Bridge Loans accrue interest at a rate of 10% per annum and were repayable on April 16, 2017 and April 20, 2017, respectively, together with all other amounts then accrued and unpaid. On April 16, 2017, the maturity dates were amended for no additional consideration or change in terms and conditions. The maturity dates of both loans were amended, and they matured on May 16, 2017 and May 20, 2017, respectively. Pursuant to the April 16, 2018 amendment and effective as of January 1, 2018, the Company reached an agreement with Synthesis Peer-To-Peer Income Fund such that the March 20, 2017 loan would have a fixed USD payoff amount of $106,542. As a result of this agreement the Company recorded a gain on settlement of debt of €16,667 ($19,695) related to the reduction of the USD payoff amount and an additional gain on settlement of debt of €3,950 ($4,668) related to interest that had accrued on the original amount of the loan. The Company has accrued interest expense of an aggregate total of €14,715 ($16,857) for both loans and the outstanding balances of these loans was €43,645 ($50,000) and €93,001 ($106,542), respectively, as of December 31, 2018. The Company has accrued interest expense of an aggregate total of €23,001 ($25,082) for both loans and the outstanding balances of these loans was €45,851 ($50,000) and €93,671 ($97,700), respectively, as of September 30, 2019.

On May 5, 2017, SkyPharm entered into a loan agreement with Synthesis Peer-To-Peer Income Fund for €31,388 ($34,745). The loan accrues interest at a rate of 10% per annum and matured on September 30, 2017. The Company had accrued interest expense of €3,410 ($3,906) and the outstanding balance on this loan was €30,329 ($34,745) as of December 31, 2018. The Company has accrued interest expense of €5,585 ($5,043) and the outstanding balance on this loan was €31,862 ($34,745) as of September 30, 2019.

On April 18, 2018, the Company entered into an amendment pursuant to which the maturity dates for all of the above Bridge Loan advances were extended to December 31, 2021 for no additional consideration. Additionally, the interest rate was amended such that, effective January 1, 2018, the interest rate for all advances is 4% plus the 3-Month Libor rate.

Trade Facility Agreements

On April 10, 2017, Decahedron entered into a Trade Finance Facility Agreement (the “Decahedron Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The Decahedron Facility provides the following material terms:

| · | The Lender will provide Decahedron a facility of up to €2,750,000 ($2,998,875) secured against Decahedron’s receivables from the sale of branded and generic pharmaceutical sales.
| · | The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.
| · | The term of the Decahedron Facility will be for 12 months.
| · | The obligations of Decahedron are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.
| · | The Lender has the right to make payments directly to Decahedron’s suppliers.
| · | The following fees should be paid in connection with the Decahedron Facility:
|  | o | 2% of the maximum principal amount as an origination fee.
|  | o | A one percent (1%) monthly fee.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

The current draw on the Decahedron Facility is $0.

On May 12, 2017, SkyPharm entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”). The SkyPharm Facility provides the following material terms:

| · | The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,181,000) secured against SkyPharm’s receivables from the sale of branded and generic pharmaceutical sales. In the event that accounts receivable becomes uncollectible, the Company will be obligated to pay back the notes in full.
| · | The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.
| · | The term of the SkyPharm Facility will be for 12 months.
| · | The obligations of SkyPharm are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.
| · | The Lender has the right to make payments directly to SkyPharm’s suppliers.
| · | The following fees should be paid in connection with the SkyPharm Facility:
|  | o | 2% of the maximum principal amount as an origination fee.
|  | o | A one percent (1%) monthly fee.

The Company obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the Lender.

On November 16, 2017, SkyPharm signed an amended agreement with Synthesis Structured Commodity Trade Finance Limited that increased the maximum aggregate facility limit from €2,000,000 ($2,291,200) to €6,000,000 ($6,873,600). All other terms of the original agreement remain the same. The Company also obtained consents from Synthesis Peer-to-Peer Income Fund in connection with obtaining the November 2017 convertible debt financing.

On May 12, 2018, the Company borrowed an additional €270,000 ($247,117) in funds.

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 ($5,369,678) outstanding as of June 30, 2018. SkyPharm made a payment of €1,000,000 ($1,123,600) of interest and principal on May 31, 2018 under the terms and conditions of the Deed. Additionally, the maturity date for the facility has been amended such that, the full principal amount is to be repaid no later than May 31, 2021, subject to a repayment schedule to be agreed upon by SkyPharm and Synthesis Structure Commodity Trade Finance Limited. Synthesis Structure Commodity Trade Finance Limited may extend this final repayment date at its sole discretion.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

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., 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 received a first ranking securities interest in SkyPharm’s outstanding receivables under the Bulgarian bank account.

On October 17, 2018, the Company entered into a further amended agreement with Synthesis whereby the current balance on the TFF as of October 1, 2018, which was €4,866,910 ($5,629,555) and related accrued interest of €453,094 ($524,094) would be split into two principal balances of Euro €2,000,000 and USD $4,000,000. Interest on the new balances commenced on October 1, 2018 at 6% per annum plus one-month Euribor, when it is positive, on the Euro balance and 6% per annum plus one-month Libor on the USD balance. The Company will replay the principal amounts of each balance beginning no later than August 31, 2018 in quarterly installments of €125,000 and US $150,000. The loan matures on August 31, 2021. The Company evaluated the amended agreement under ASC 470-50 and concluded that it did not meet the 10% cash flow test and recorded debt modification expense of $138,110.

As of December 31, 2018, the Company had principal balances of €2,000,000 ($2,291,200) and $4,000,000 under the TFF and the Company had accrued $0 and $19,834, respectively in interest expense related to this agreement. As of September 30, 2019, the Company had a principal balance of €2,000,000 ($2,181,000) and $4,000,000 under the TFF and the Company had accrued $8,242 and $14,201, respectively in interest expense related to this agreement.

The Company recorded a total debt discount of €117,338 ($137,063) in origination fees associated with these loans, which was amortized over the original terms of the agreements. The Company recorded amortization of €53,043 ($66,227) in the year ended December 31, 2018 resulting in the full amortization of debt discount as of December 31, 2018.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

Distribution and Equity Agreement

As discussed in Note 4 above, the Company entered into a Distribution and Equity Acquisition Agreement with Marathon. The Company was appointed the exclusive distributor of the Products (as defined) initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted. As consideration for its services, Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in Common Shares of the Company if it fails to meet certain performance milestones. The Company is entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000.

As discussed in Note 4, the Company attributed no value to the shares received in Marathon pursuant to (a) above. In relation to the CAD $2 million cash received noted in (b) above, the Company accounted for its obligation to issue a variable number of the Company’s Common Shares as Share-settled debt obligation in accordance with ASC 480 measured at fair value or the settlement amount of $1,554,590 (CAD $2 million). If settlement were to occur on June 30, 2019, the Company would be required to issue 546,298 common shares to settle its debt obligation. The Company could be obligated to potentially issue an unlimited number of common shares to settle its Share-settled debt obligation. If such events were to occur, the Company would be required to increase its authorized share capital and since increasing the authorized share capital is within the control of the Company, as our CEO controls greater than 50% of the outstanding common stock of the Company, the original classification of equity-classified financial instruments issued by the Company were not affected.

Senior Promissory Notes executed on April 1 and 3, 2019

On April 1 and 3, 2019, the Company executed Senior Promissory Notes (the “Notes”) each in the principal amount of $250,000 payable to an unaffiliated third-party lender. The Notes bear interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The Notes mature on April 1 and 3, 2020 unless prepaid or in default. The Company may prepay the Notes within the first six (6) months by payment of unpaid interest for the first six (6) months interest and after six (6) months, with a (2%) percent ($5,000) premium on each note.

The Notes are subject to acceleration in an Event of Default (as defined in the Notes). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Notes. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of September 30, 2019, the Company had a principal balance $250,000 and $250,000 on these notes and the Company had accrued $0 and $18,646, respectively, in interest expense.

Senior Promissory Note executed on April 9, 2019

On April 9, 2019, the Company executed a Senior Promissory Note (the “Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $500,000. The Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The Note matures on April 9, 2020 unless prepaid or in default. The Company may prepay the Note within the first six (6) months by payment of unpaid interest for the first six (6) months and after six (6) months, with a two (2%) percent ($5,000) premium.

The Note is subject to acceleration in an Event of Default (as defined in the Note). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of September 30, 2019, the Company had a principal balance $250,000 on this note and the Company had accrued $17,979 in interest expense.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

July 24, 2019 Senior Promissory Note

On July 24, 2019, the Company executed a Senior Promissory Note (the “July Note”) in the principal amount of $750,000 payable to an unaffiliated third-party lender who had previously loaned the Company $750,000. The funds represented by the July Note were advanced between July 19 and 24, 2019. The July Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The July Note matures on July 24, 2020 unless prepaid or in default. The Company may prepay the July Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($15,000) premium.

The July Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the July Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of September 30, 2019, the Company had a principal balance $750,000 on this note and the Company had accrued $21,268 in interest expense

August 1, 2019 Senior Promissory Note

On August 1, 2019, the Company executed a Senior Promissory Note (the “August Note”) in the principal amount of $500,000 payable to an unaffiliated third-party lender who had previously loaned the Company $1,500,000. The August Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The August Note matures on August 1, 2020 unless prepaid or in default. The Company may prepay the August Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($10,000) premium.

The August Note is subject to acceleration in an Event of Default. Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the August Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection. As of September 30, 2019, the Company had a principal balance $500,000 on this note and the Company had accrued $12,534 in interest expense.

None of the above loans were made by any related parties.

NOTE 13 – LEASES

The Company has various lease agreements with terms up to 10 years, comprising of leases of office space. Some leases include options to purchase, terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised.

The assets and liabilities from operating and finance leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet.

The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate, which is determined using the interest rate of our long-term debt as of January 1, 2019.

The Company’s weighted-average remaining lease term relating to its operating leases is 6.32 years, with a weighted-average discount rate of 6.74%.

The Company incurred lease expense for its operating leases of $195,564 which was included in “General and administrative expenses,” for the quarter ended September 30, 2019.

The Company had operating cash flows used in operating leases of $123,947 for the nine months ended September 30, 2019. Right-of-use assets obtained in exchange for new operating lease liabilities $622,765 for the nine months ended September 30, 2019.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of September 30, 2019.

Maturity of Lease Liability |  |  |
2019 |  | $ | 79,448 |
2020 |  |  | 153,274 |
2021 |  |  | 71,170 |
2022 |  |  | 43,620 |
2023 |  |  | 43,620 |
Thereafter |  |  | 174,480 |
Total undiscounted finance lease payments |  | $ | 565,611 |
Less: Imputed interest |  |  | 97,987 |
Present value of finance lease liabilities |  | $ | 467,624 |

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The Company’s weighted-average remaining lease term relating to its finance leases is 0.67 years, with a weighted-average discount rate of 6.00%.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s finance leases as of September 30, 2019.

Maturity of Lease Liability |  |  |
2019 |  | $ | 8,542 |
2020 |  |  | 14,236 |
2021 |  |  | - |
2022 |  |  | - |
2023 |  |  | - |
Thereafter |  |  | - |
Total undiscounted finance lease payments |  | $ | 22,778 |
Less: Imputed interest |  |  | 504 |
Present value of finance lease liabilities |  | $ | 22,274 |

The Company had operating cash flows used in finances leases of $1,655 for the quarter ended September 30, 2019. The Company had financing cash flows used in finances leases of $27,086 for the quarter ended September 30, 2019.

The Company incurred interest expense on its finance leases of $1,655 which was included in “Interest expense,” for the quarter ended September 30, 2019. The Company incurred amortization expense on its finance leases of $80,449 which was included in “Depreciation and amortization expense,” for the quarter ended September 30, 2019.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. As of September 30, 2019, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

Intellectual Property Sale Agreement

On October 1, 2016, the Company entered into an Intellectual Property Sale Agreement with Anastasios Tsekas and Olga Parthenea Georgatsou (the “IPSA”) for the purchase of certain intellectual property rights relating to proprietary pharmaceutical formulas and any related technical information arising or related thereto (the “Intellectual Property”). The IPSA provides that the sellers shall be entitled to an aggregate of 200,000 shares of common stock of the Company, none of which have been issued to date, and issuable as follows in equal parts to each seller:

| · | 50,000 shares upon the successful conclusion of Preclinical Trials.
| · | 50,000 shares upon the conclusion of Phase I testing.
| · | 50,000 shares upon the conclusion of Phase II testing.
| · | 50,000 shares upon the conclusion of Phase III testing.

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

The Company has agreed to pay Anastasios Tsekas €1,500 per month until the first issuance of the shares referenced above. The Company has also agreed that in the event the Company disposes of the Intellectual Property prior to the periods referenced above, the sellers shall be entitled to the issuance of all the shares referenced above. The Company has not received yet the formula from Tseka as of today and therefore the Company was not able to proceed with any of the above cases or any preclinical trials phases.

Placement Agreement

On August 8, 2017, the Company entered into an agreement with a third-party placement agent (the “Agent”) who will serve as the Company’s exclusive placement agent or sole book running manager with respect to any offerings of equity or equity-linked securities as well as any debt offering with the two organizations named in the agreement (the “Offering”) for a period of 120 days. In the event that an Offering is agreed upon by the Agent and the Company, the Company shall provide payment as follows: (1) a cash commission of 6% of the total gross proceeds for two named investors (2) a cash commission of 4% of total gross proceeds from five named investors and (3) excluding the five named investors in “(2)” a cash commission equal to 8% of the total gross proceeds from the Offering and the issuance to the Agent or its designees of warrants covering 8% of the shares of common stock issued or issuable by the Company in the Offering. Additionally, the Agent will receive a cash fee of 8% payable within 5 business days, but only in the event of, the receipt by the Company of any cash proceeds from the exercise of any warrants with an expiration equal to or less than 24 months sold in the Offering. In connection with the Company’s November 16, 2017 Note offering, the Agent received a cash commission of $240,000, equal to eight (8%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase eight (8%) percent of the shares of common stock issued or issuable in the offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 53,600 shares); however, will receive eight (8%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six (6) months after the date of issuance, or as of May 16, 2018.

In connection with the Company’s September 4, 2018 Note offering, the Agent received a cash commission for this transaction of $140,000, equal to seven (7%) percent of the total gross proceeds of the offering and the issuance of five-year warrants to purchase seven (7%) percent of the shares of common stock issued or issuable in this offering (excluding shares of common stock issuable upon exercise of any warrants issued to investors, or 26,056 shares); however, will receive seven (7%) percent of any cash proceeds received from the exercise of any warrants sold in the offering with an expiration equal to or less than twenty-four (24) months. The warrants are exercisable six (6) months after the date of issuance, or March 4, 2019.

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.

NOTE 15 – STOCK OPTIONS AND WARRANTS

As of September 30, 2019, there were 74,000 options outstanding and 74,000 options exercisable with expiration dates commencing October 2020 and continuing through January 2022.

A summary of the Company’s option activity during the nine months ended September 30, 2019 is presented below:

|  |  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  |  | Weighted |  |  | Average |  |  |  |
|  |  |  |  | Average |  |  | Remaining |  |  | Aggregate |
|  | Number of |  |  | Exercise |  |  | Contractual |  |  | Intrinsic |
Options |  | Shares |  |  | Price |  |  | Term |  |  | Value |
Balance Outstanding, December 31, 2018 |  |  | 74,000 |  |  | $ | 1.32 |  |  |  | 2.47 |  |  | $ | 198,000 |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance Outstanding, September 30, 2019 |  |  | 74,000 |  |  | $ | 1.32 |  |  |  | 1.72 |  |  | $ | 146,200 |
Exercisable, September 30, 2019 |  |  | 74,000 |  |  | $ | 1.32 |  |  |  | 1.72 |  |  | $ | 146,200 |

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

As of September 30, 2019, there were 1,164,673 warrants outstanding and 1,164,673 warrants exercisable with expiration dates from May 2023 through March 2024.

A summary of the Company’s warrant activity during the nine months ended September 30, 2019 is presented below:

|  |  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  |  | Weighted |  |  | Average |  |  |  |
|  |  |  |  | Average |  |  | Remaining |  |  | Aggregate |
|  | Number of |  |  | Exercise |  |  | Contractual |  |  | Intrinsic |
Warrants |  | Shares |  |  | Price |  |  | Term |  |  | Value |
Balance Outstanding, December 31, 2018 |  |  | 1,164,673 |  |  | $ | 6.41 |  |  |  | 5.01 |  |  | $ | - |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance Outstanding, September 30, 2019 |  |  | 1,164,673 |  |  | $ | 6.41 |  |  |  | 4.27 |  |  | $ | - |
Exercisable, September 30, 2019 |  |  | 1,164,673 |  |  | $ | 6.41 |  |  |  | 4.27 |  |  | $ | - |

NOTE 16 – DISAGGREGATION OF REVENUE

ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc). ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue.

The Company disaggregates revenue by country to depict the nature and economic characteristics affecting revenue. The following table presents our revenue disaggregated by country for the nine months ended:

Country |  | September 30, 2019 |  |  | September 30, 2018 |
Belgium |  | $ | - |  |  | $ | 4,276 |
Croatia |  |  | 5,338 |  |  |  | - |
Denmark |  |  | 89,580 |  |  |  | 255,426 |
France |  |  | 142,919 |  |  |  | 255,123 |
Georgia |  |  | 5,320 |  |  |  | - |
Germany |  |  | 5,350,465 |  |  |  | 11,706,961 |
Greece |  |  | 17,688,527 |  |  |  | 1,733,077 |
Hungary |  |  | 261,092 |  |  |  | 1,194,471 |
Indonesia |  |  | 7,197 |  |  |  | 6,519 |
Iraq |  |  | 2,134 |  |  |  | - |
Ireland |  |  | 376,380 |  |  |  | 1,331,770 |
Italy |  |  | 157,398 |  |  |  | 338,073 |
Jordan |  |  | 20,216 |  |  |  | 134,274 |
Netherlands |  |  | 763,889 |  |  |  | 3,406,124 |
Poland |  |  | 270,306 |  |  |  | 724,695 |
Turkey |  |  | 24,434 |  |  |  | - |
UK |  |  | 2,717,952 |  |  |  | 8,239,895 |
Total |  | $ | 27,883,147 |  |  | $ | 29,330,684 |

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COSMOS HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statement

September 30, 2019

The following table presents our revenue disaggregated by country for the three months ended:

Country |  | September 30, 2019 |  |  | September 30, 2018 |
Belgium |  | $ | - |  |  | $ | 3,146 |
Denmark |  |  | 22,766 |  |  |  | 68,562 |
France |  |  | 52,774 |  |  |  | 76,741 |
Georgia |  |  | 5,320 |  |  |  | - |
Germany |  |  | 2,063,385 |  |  |  | 3,751,508 |
Greece |  |  | 6,482,920 |  |  |  | 641,582 |
Hungary |  |  | 94,004 |  |  |  | 437,553 |
Indonesia |  |  | (38 | ) |  |  | (87 | )
Iraq |  |  | 2,134 |  |  |  | - |
Ireland |  |  | 162,552 |  |  |  | 403,353 |
Italy |  |  | 45,013 |  |  |  | 73,240 |
Jordan |  |  | (106 | ) |  |  | 101,141 |
Netherlands |  |  | 212,903 |  |  |  | 757,958 |
Poland |  |  | 41,837 |  |  |  | 157,898 |
Turkey |  |  | (128 | ) |  |  | - |
UK |  |  | 500,514 |  |  |  | 2,035,772 |
Total |  | $ | 9,685,850 |  |  | $ | 8,508,367 |

NOTE 17 – SUBSEQUENT EVENTS

October 23, 2019 Senior Promissory Note

On October 23, 2019, the Company executed a Senior Promissory Note (the “October Note”) in the principal amount of $250,000 payable to an unaffiliated third-party lender who had previously loaned the Company $2,000,000. The October Note bears interest at the rate of fifteen (15%) percent per annum, paid quarterly in arrears. The October Note matures on October 23, 2020 unless prepaid or in default. The Company may prepay the October Note within the first six (6) months by payment of unpaid interest for the first six (6) months and, after six (6) months, with a two (2%) percent ($5,000) premium.

The October Note is subject to acceleration in an Event of Default (as defined). Grigorios Siokas, the Company’s CEO, personally guaranteed repayment of the October Note. The guaranty is unconditional and irrevocable and constitutes a guaranty of performance and of payment when due, and not just of collection.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

On September 27, 2013, the Company closed a reverse take-over transaction pursuant to which it acquired a private company whose principal activities are the trading of products, providing representation, and provision of consulting services to various industries. Pursuant to a Share Exchange Agreement between the Company and Amplerissimo Ltd. (“Amplerissimo”), a company incorporated in Cyprus, we acquired 100% of Amplerissimo’s issued and outstanding common stock. On November 14, 2013, we changed our name to Cosmos Holdings Inc. and changed our focus and business strategy to the healthcare and pharmaceutical industry.

The Company, through its subsidiaries, is operating within the pharmaceutical industry and in order to compete successfully the healthcare industry, must demonstrate that its products offer medical benefits as well as cost advantages. Currently, most of the products that the Company is trading, compete with other products already on the market in the same therapeutic category, and are subject to potential competition from new products that competitors may introduce in the future.

The pharmaceutical industry is highly competitive and subject to comprehensive government regulations. Many factors may significantly affect the Company’s sales of its products, including, but not limited to, efficacy, safety, price and cost-effectiveness, marketing effectiveness, product labeling, quality control and quality assurance as well as our research and development of new products.

We are currently focusing our existing operations on expanding the business of our subsidiaries. Our operating model and the execution of our corporate strategy are designed to enable the Company to achieve sustainable growth and create shareholder value.

On July 22, 2015 the Hellenic Ministry of Health and more specifically the National Organization for Medicines granted the license for the wholesale of pharmaceutical products for human use to SkyPharm. The license is valid for a period of five years and pursuant to the EU directive of (2013/C 343/01) the Company is subject to fulfill the Guidelines of the Good Distribution Practices of medical products for human use. The Company has already incorporated the methodologies, procedures, processes and resources in order to be in accordance with the guidelines of the Good Distribution Practices. In 2016, the Company leased and equipped additional office space for our subsidiary SkyPharm in Thessaloniki, Greece in order to facilitate its growing business activity. The warehouse was already equipped with the proper shelves, working tables, medicine, cold fridge and barcode machines in compliance with all regulations.

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On May 20, 2016, the Company entered into a Non-Binding Memorandum of Understanding with Doc.Pharma S.A. to purchase the company for a combination of cash and stock to be agreed upon. Doc Pharma S.A is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the wife of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma SA in the past. Doc Pharma is a pharmaceutical manufacturer with production facilities in Athens, Greece, certified under Good Manufacturer Practices (GMP). The company owns numerous licenses of generic medicines and uses its own network of pharmaceutical sales representatives to communicate its products with doctors. The company also trades prototype medicines, food supplements and cosmetics. Closing of the transaction is subject to execution of definitive exchange agreements, a full audit of Doc Pharma, satisfactory completion of due diligence of Doc Pharma, tax and legal consideration and other customary closing conditions. The Memorandum of Understanding expired on December 31, 2016, and has not been formally renewed or extended, however is being pursued.

On November 17, 2016, Cosmos Holdings Inc. entered into a Stock Purchase Agreement (the “Decahedron SPA”) with Decahedron Ltd. (“Decahedron”) and the shareholders of Decahedron. The Company consummated this transaction on February 10, 2017. The terms of the Decahedron SPA provided that the Company would acquire all of the issued and outstanding shares of Decahedron. In exchange for the shares of Decahedron, the Company will issue to the Decahedron shareholders an aggregate amount of 170,000 shares of the Company’s common stock. The Decahedron SPA provided that following the closing of the transaction, the principal and majority shareholder of Decahedron, Nicholas Lazarou would be retained as a Director and COO of Decahedron with a salary of 10,000 GBP per month (approximately US $12,270) until his resignation in June 2019.

On August 25, 2017, we received shareholder and board approval for a reverse stock split of our common stock on the basis of issuing one (1) share of common stock in exchange for each ten (10) shares of common stock issued and outstanding. On November 21, 2017, the reverse stock split was made affective by FINRA. On November 21, 2017, the Company effected a one-for-ten (1:10) reverse stock split whereby the Company decreased, by a ratio of one-for-ten (1:10) the number of issued and outstanding shares of Common Stock. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, and warrants including all share and per-share data, for all amounts and periods presented in the consolidated financial statements. All share and per share data in this report gave retroactive effect to the reverse stock split unless otherwise noted.

As of October 3, 2017, the Company, entered into a Research & Development agreement with Doc Pharma. The agreement outlines the development and contract manufacturing of Cosmos Holdings’ complete line of nutraceutical products. Under the agreement, Doc Pharma S.A. will provide its services to research, develop formulation, complete product registration, design product packaging, and provide market-ready products. Sales of food supplements by the Company commenced in the third quarter of 2018. Sales of the Company’s own line of nutraceuticals, SkyPremium Life, commenced in the fourth quarter of 2018.

On November 15, 2017, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (the “Buyers”) with which it had no prior relationship, pursuant to which the Company issued for a purchase price of $3,000,000, $3,350,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”) to the Buyers, convertible into 670,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) at $5.00 per share and warrants to purchase an aggregate of 536,000 shares of Common Stock exercisable (the “Warrants”) at $7.50 per share.

On September 4, 2018, the Company entered into a Securities Purchase Agreement (the “SPA”) and completed the financing with two institutional investors who had previously purchased $3,350,000 principal amount of senior convertible notes in November 2017 (the “November Notes”) as amended in February 2018 and September 2018. The Company issued, for a $2,000,000 purchase price, $2,233,333 in aggregate principal amount of Senior Convertible Notes (the “Notes”) convertible into 372,223 shares of Common Stock at $6.00 per share and five-year Warrants to purchase an aggregate of 357,334 shares of common stock exercisable at $7.50 per share. The Company received net proceeds of $1,845,000 after deduction of offering costs.

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On September 30, 2018, the Company entered into a Share Purchase Agreement (“SPA”) with Abbydale Management Limited, an unaffiliated third party incorporated in Belize. The Company sold one hundred (100%) percent of the issued share capital of its subsidiary, Amplerissimo Ltd., a limited liability company organized under the laws of Cypress, to the purchaser for a purchase price of €5,000. Amplerissimo had previously transferred one hundred (100%) percent of the capital stock of Sky Pharm SA to the Company. The information technology business of Amplerissimo is not a priority of the Company and the Company decided to not pursue such business.

On December 19, 2018, the Company completed the purchase of all of the capital stock of Cosmofarm Ltd., a pharmaceutical wholesaler based in Athens, Greece. The principal of the selling shareholder is Panagiotis Kozaris, who remained with Cosmofarm as a director and chief operating officer once it became a wholly-owned subsidiary of the Company. Grigorios Siokas, the Company’s CEO, became the new CEO of Cosmofarm. Mr. Kozaris had no prior relationship to the Company other than as an independent shareholder. The purchase price payable is €200,000 evidenced by a promissory note. Closing of the acquisition was subject to satisfactory completion of due diligence, delivery of audited and interim financial statements of Cosmofarm subject to being audited by PCAOB auditors, no material adverse change in the business or financial condition of Cosmofarm, all necessary consents and approvals to complete the acquisition have been obtained and other customary closing conditions.

Results of Operations

Three Months Ended September 30, 2019 versus September 30, 2018

For the three months ended September 30, 2019, the Company had a net loss of $1,633,349 on revenue of $9,685,850, versus net income of $3,207,348 on revenue of $8,508,367 for the three months ended September 30, 2018.

Cost of Revenue

For the three months ended September 30, 2019, we had direct costs of revenue of $8,886,084 associated with cost of goods sold versus $7,714,648 for the three months ended September 30, 2018.

Our future revenue growth will continue to be affected by various factors such as industry growth trends, including drug utilization, the introduction of new innovative brand therapies, the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs, price increases and price deflation, general economic conditions in the member states of European Union, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third party reimbursement rates to our customers, and changes in government rules and regulations.

Gross Profit

Gross profit for the three months ended September 30, 2019 was $799,766 (8.3%) compared with the $793,719 (9.3%) for the three months ended September 30, 2018.

Operating Expenses

For the three months ended September 30, 2019, we had general and administrative costs of $823,480 and depreciation and amortization expense of $92,848 for a net operating loss of $116,562. For the three months ended September 30, 2018, we had general and administrative costs of $743,357 and depreciation and amortization expense of $8,869 for a net operating profit of $41,493.

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Other Income (Expense)

During the three months ended September 30, 2019, other income (expense) was primarily comprised of $366,611 interest expense related to notes payable, a loss on equity investments of $660,893 predominantly related to the Marathon/ICC (f/k/a KBB) transaction, and a foreign currency loss of $375,947. During the three months ended September 30, 2018, other income (expense) was primarily comprised of $156,362 interest expense related to notes payable, $1,217,805 of non-cash interest expense related to the amortization of debt discount, a $146,647 gain on the sale of Amplerissimo, a $4,448,910 gain on exchange of investment, net of unrealized loss on the change in fair value related to the Marathon/ICC (f/k/a KBB) transaction and a foreign currency loss of $54,015.

Unrealized Foreign Currency losses

Additionally, we had an unrealized foreign currency gain of $89,563 for the three months ended September 30, 2019, such that our net comprehensive loss for the period was $1,543,786 versus the unrealized foreign currency gain of $1,304,468 for the three months ended September 30, 2018, such that our net comprehensive gain for the period was $4,511,816.

Nine Months Ended September 30, 2019 versus September 30, 2018

For the nine months ended September 30, 2019, the Company had a net loss of $3,390,555 on revenue of $27,883,147, versus net income of $933,935 on revenue of $29,330,684 for the nine months ended September 30, 2018.

Cost of Revenue

For the nine months ended September 30, 2019, we had direct costs of revenue of $25,988,226 associated with cost of goods sold versus $27,224,635 for the nine months ended September 30, 2018.

Our future revenue growth will continue to be affected by various factors such as industry growth trends, including drug utilization, the introduction of new innovative brand therapies, the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs, price increases and price deflation, general economic conditions in the member states of European Union, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third party reimbursement rates to our customers, and changes in government rules and regulations.

Gross Profit

Gross profit for the nine months ended September 30, 2019 was $1,894,921 (6.8%) compared with the $2,106,049 (7.2%) for the nine months ended September 30, 2018.

Operating Expenses

For the nine months ended September 30, 2019, we had general and administrative costs of $2,470,983 and depreciation and amortization expense of $240,130 for a net operating loss of $816,192. For the nine months ended September 30, 2018, we had general and administrative costs of $2,267,885 and depreciation and amortization expense of $25,004 for a net operating loss of $186,840.

Other Income (Expense)

During the nine months ended September 30, 2019, other income (expense) was primarily comprised of other income of approximately $326,000 predominantly related to the recording of petty cash previously written off of Cosmofarm’s books $955,593, interest expense related to notes payable, $284,008 of non-cash interest expense related to the amortization of debt discount, a loss on equity investments of $1,103,035 predominantly related to the Marathon/ICC (f/k/a KBB) transaction and a foreign currency loss of $457,362. During the nine months ended September 30, 2018, other income (expense) was primarily comprised of $715,359 interest expense related to notes payable, $2,992,588 of non-cash interest expense related to the amortization of debt discount, a loss on extinguishment of debt of $1,464,698 related to the Exchange Agreement, a gain on exchange of equity investments, net of unrealized loss on change in fair value, of $6,275,070 related to the Marathon/ICC (f/k/a KBB) transaction and a foreign currency loss of $168,359.

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Unrealized Foreign Currency losses

Additionally, we had an unrealized foreign currency gain of $118,625 for the nine months ended September 30, 2019, such that our net comprehensive loss for the period was $3,271,930 versus the unrealized foreign currency gain of $1,350,780 for the nine months ended September 30, 2018, such that our net comprehensive loss for the period was $2,284,715.

Liquidity and Capital Resources

At September 30, 2019, the Company had a working capital deficit of $7,029,393 and a working capital deficit of $3,927,074 as of December 31, 2018, respectively.

At September 30, 2019, the Company had cash of $1,180,207 versus $864,343 as of December 31, 2018. For the nine months ended September 30, 2019, net cash used in operating activities was $3,572,812 versus $1,961,830 net cash used in operating activities for the nine months ended September 30, 2018. The Company has devoted substantially all of its cash resources to expand through organic business growth and, where appropriate, through the execution of selective company and license acquisitions, and has incurred significant general and administrative expenses in order to enable the financing and growth of its business and operations.

During the nine months ended September 30, 2019, there was $616,716 net cash provided by investing activities versus $480,755 net cash used in investing activities during the nine months ended September 30, 2018. This was primarily due to the increased purchase of fixed assets by Cosmofarm, offset by sales of investment shares.

During the nine months ended September 30, 2019, there was $3,465,905 of net cash provided by financing activities versus $3,050,577 provided by financing activities during the nine months ended September 30, 2018. Borrowings for the nine months ended September 30, 2019, were as follows: (a) From April 1 to August 1, 2019, the Company borrowed aggregate total net proceeds of $2,000,000 from an unaffiliated third-party lender via five (5) senior promissory notes. The senior promissory notes mature on April 1, 3, and 9, July 24 and August 1, 2020, respectively. Interest is set at 15% per annum, paid quarterly in arrears. More information on the senior promissory notes is provided in Note 12; (b) On May 15, 2019, the Company borrowed gross proceeds of $1,500,000 from an institutional investor via a senior convertible note that matures on March 15, 2020. Interest is set at 19% per annum and is payable on the first day of each calendar month. More information on the senior convertible note dated May 15, 2019, and the pertinent securities purchase agreement is provided in Note 11.

We anticipate using cash in our bank account as of September 30, 2019, cash generated from the operations of the Company and its operating subsidiary and from debt or equity financing, or from a loan from management, to the extent that funds are available to do so to conduct our business in the upcoming year. Management is not obligated to provide these or any other funds. If we fail to meet these requirements, we may lose the qualification for quotation and our securities would no longer trade on the over the counter markets. Further, as a consequence we would fail to satisfy our reporting obligations with the Securities and Exchange Commission (“SEC”), and investors would then own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

As of the date of this report, since September 30, 2019, the Company has borrowed additional net proceeds of $250,000 from the unaffiliated third-party lender who had previously loaned the Company $2,00,000 via five senior promissory notes between April 1 and August 1 of 2019. The senior promissory note matures on October 23, 2020. Interest is set at 15% per annum, paid quarterly in arrears. More information on the senior promissory note is provided in Note 17.

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Revenue Recognition

The Company adopted Topic 606 Revenue from Contracts with Customers on January 1, 2018. As a result, it has changed its accounting policy for revenue recognition as detailed below.

Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer. These criteria are assumed to have been met upon delivery of the products requested by the customer to the customers carrier. Hence, adoption of the ASC 606, has not changed the timing and nature of the Company’s revenue recognition.

Plan of Operation in the Next Twelve Months

Specifically, our plan of operations for the next 12 months is as follows:

We are planning to develop and expand our business through organic growth and at the same level through the acquisition of carefully targeted companies that are operating in the pharmaceutical industry and would add value to our Company and its shareholders. Our organic growth will be driven by entering into new markets and areas where we can sell and distribute a more profitable series of pharmaceutical products, OTC medicines, and nutraceuticals. We are committed to capitalizing on sales growth opportunities by expanding our customer pipeline across the European market, as well as entering markets outside the European Union.

Our main objective is expanding the business operations of our subsidiaries by concentrating our efforts on becoming an international manufacturing, trading and distribution pharmaceutical company. We view our business development activity as an enabler of our strategies, and we seek to generate earnings growth and enhance shareholder value by pursuing a disciplined, strategic and financial approach to evaluating business development opportunities. Under these principles we assess our businesses and assets as part of our regular, ongoing portfolio review process and continue to consider trading development activities for our businesses.

The Company, in the following twelve months, intends to substantially grow its business operations within the dietary supplements market and the generic pharmaceutical products market. These industries are highly competitive and may significantly affect the Company’s sales of these products, including, but not limited to, price and cost-effectiveness, marketing effectiveness, product labeling, quality control and quality assurance.

Changes in the behavior and spending patterns of purchasers of pharmaceutical and healthcare products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of doctor visits and foregoing healthcare insurance coverage, may impact the Company’s business.

In addition to expanding our product portfolio, we also plan to evaluate offering our products and services to different geographical markets. We are currently focused on our customers throughout the European Union. We plan on expanding our geographical reach to new areas outside of the European Union market, although we currently have no binding agreements, commitments or contracts in any of these geographical markets. Some of the methods we intend to use to accomplish this are: promoting our brand and marketing our products and services through the Internet to new geographic areas, creating strategic relationships with companies in the different geographical regions, and possibly acquiring companies that operate in new geographical regions. We anticipate that we will spend approximately $70,000 evaluating the different methods and regions to which we plan to expand. This cost is made up of primarily legal fees, consulting fees, accounting and auditing fees as well as related development expenses. We assess the foreseeable development of the Company as being positive.

We expect to continue growing through expansion into adjacent products, product categories and channels, as well as through entry into new geographic markets. We evaluate potential acquisition targets based on whether they have the capacity to deliver a return on invested capital.

As to potential acquisitions we are targeting companies that are operating primarily in the pharmaceutical sector and within the European Union borders. SEC filing requirements are such that we will have to file audited financial statements of all our operations, including any acquired business. So, we plan that our first step in any potential acquisition process we undertake is to ascertain whether we can obtain audited financials of a company if we were to acquire them. We anticipate that we will spend approximately $500,000 to locate, conduct due diligence, and evaluate possible acquisitions. As noted above, as of the date of this report, we do not have any binding agreements, commitments, or understandings with any potential acquisition candidates.

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The pharmaceutical sector offers a large growth potential within the European pharmaceutical market, if service, price and quality are strictly directed towards the customer requirements. We will continue to encounter the competition in the market by product, service, reliability and a high level of quality. On the procurement side we can access a wide range of supply possibilities. To minimize business risks, we diversify our sources of supply all over Europe. We secure our high-quality demands through careful supplier qualification and selection as well as active suppliers’ system management.

We assess the foreseeable development of the Company as being positive. Over the medium term we assume that we will be able to further expand our market shares. However, during the course of further organizational optimization there may be associated extraordinary additional costs.

We still see the risks for the future development in a difficult and competitive environment, increasing purchase prices and the stagnating selling price level. On the background of our financial stability we however see ourselves as being well-equipped for managing the future risks. Risks that could endanger the survival of the Company are currently not able to be identified.

We will evaluate and, where appropriate, execute on opportunities to expand our businesses through the acquisition of products and companies in areas that will serve patients and customers and that we believe will offer above average growth characteristics and attractive margins. In particular, we are looking to continue to enhance our product lines by acquiring or licensing rights to additional products and regularly evaluate selective acquisition and license opportunities. In addition, we remain committed to strategic R&D across each business unit with a particular focus on assets with inherently lower risk profiles and clearly defined governmental regulatory pathways.

Off Balance Sheet Arrangements

As of September 30, 2019, there were no off-balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” under the Management’s Discussion and Analysis section. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Revenue Recognition: The Company adopted Topic 606 Revenue from Contracts with Customers on January 1, 2018. As a result, it has changed its accounting policy for revenue recognition as detailed below.

Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer. These criteria are assumed to have been met upon delivery of the products requested by the customer to the customers carrier. Hence, adoption of the ASC 606, has not changed the timing and nature of the Company’s revenue recognition.

Foreign Currency. The Company required translation of the Amplerissimo financial statements from euros to dollars since the reverse take-over on September 27, 2013. Assets and liabilities of all foreign operations are translated at year-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the year. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ equity until the entity is sold or substantially liquidated. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net (loss) earnings.

Income Taxes. The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes, ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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The Company is liable for income taxes in Greece and the United Kingdom of England. The corporate income tax rate is 29% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 20% in United Kingdom of England. Losses may also be subject to limitation under certain rules regarding change of ownership

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets.

We recognize the impact of an uncertain tax position in our financial statements if, in management’s judgment, the position is not more-likely-then-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. We operate and are subject to audit in multiple taxing jurisdictions.

We record interest and penalties related to income taxes as a component of interest and other expense, respectively.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The Company has net operating loss carry-forwards in our parent, Cosmos Holdings, Inc. which are applicable to future taxable income in the United States (if any). Additionally, the Company has income tax liabilities in the Republic of Cyprus. The income tax assets and liabilities are not able to be netted. We therefore reserve the income tax assets applicable to the United States, but recognize the income tax liabilities in the Republic of Cyprus.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable. A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer/Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer/Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

Changes in Internal Controls Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None. Previously reported on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

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Item 6. Exhibits.

(a) Exhibits.

Exhibit No. |  | Document Description
31.1 |  | Certification of CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* |  | Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 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**

_____________

* | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** | 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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Cosmos Holdings Inc. |
Date: November 14, 2019 | By: | /s/ Grigorios Siokas |
|  | Grigorios Siokas |
|  | Chief Executive Officer |
|  | (Principal Executive Officer, |
|  | Acting Principal Financial Officer and |
|  | Acting Principal Accounting Officer) |

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EXHIBIT INDEX

Exhibit No. |  | Document Description
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**
Exhibit 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.**

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* | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** | 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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