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CAPITAL STRUCTURE | 12 Months Ended
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Dec. 31, 2019
CAPITAL STRUCTURE |
NOTE 6 - CAPITAL STRUCTURE | Sale of Amplerissimo On September 29, 2018, Amplerissimo transferred its remaining 22% investment in SkyPharm to the Company for a purchase price of €2,200 ($2,528). The Company now holds 100% of the capital stock of SkyPharm. During the third quarter of fiscal 2018, management approved a plan to sell its Amplerissimo and its information technology business. Amplerissimo generated revenue of €5,747,947 ($7,639,022) in fiscal 2014 through agreements with two clients. These agreements have ten-year terms, with one having commenced on January 13, 2013, and another having commenced on May 14, 2013. As a result of the strong growth of our pharmaceutical business, Amplerissimo’s business has not been a priority for Cosmos and the Company has not pursued the continuation of further significant business activities in Amplerissimo after fiscal 2015. On September 30, 2018, the Company entered into a Share Purchase Agreement “SPA” with an unaffiliated third party. The Company sold 100% of the issued capital of its subsidiary, Amplerissimo, for a purchase price of €5,000 ($5,811), which was paid on October 12, 2018. The Company has recorded a gain on the sale of Amplerissimo of $146,647. A summary of the assets and liabilities that were disposed of in the sale of Amplerissimo is provided below:
|  | December 31, 2018 |
Cash and cash equivalents |  | $ | 683 |
Accounts receivable |  |  | 13,421 |
Accounts payable and accrued expenses |  |  | (8,775 | )
Loans payable - related party |  |  | (9,501 | )
Taxes payable |  |  | (1,423,674 | )
Accumulated other comprehensive loss |  |  | 1,287,010 |
Total liabilities extinguished |  |  | (140,836 | )
Proceeds due from sale of subsidiary |  |  | (5,811 | )
Gain on sale of Amplerissimo |  | $ | (146,647 | )
Preferred Stock The Company is authorized to issue 100 million shares of preferred stock, which have liquidation preference over the common stock and are non-voting. As of December 31, 2019 and December 31, 2018, no preferred shares have been issued. Common Stock The Company is authorized to issue 300 million shares of common stock. As of December 31, 2019 and December 31, 2018, the Company had 13,225,387 and 13,878,772 shares of our common stock issued and 12,860,059 and 13,705,082 shares outstanding, respectively. On January 7, 2019 and February 5, 2019, 465,325 and 108,417, respectively, shares of common stock were cancelled, these shares were the remaining pre-delivery shares related to the convertible notes in Note 11. Purchase of Treasury Shares On December 19, 2017, the Company entered into a stock purchase agreement with an officer and director of the Company, whereby for consideration of €80,000 ($94,495) the Company will repurchase 20,000 shares of its common stock. As per the agreement, the sale and transfer of the shares occurred on December 19, 2017, the date of signing, however the Company is entitled to pay the full consideration in tranches until July 2018. As of December 31, 2017, the Company paid consideration of €28,000 ($33,073) and had an amount due to related party of €52,000 ($61,422). The shares were returned to the Company in February 2018. During the year ended December 31, 2018, the Company repaid the remaining balance of €52,000 ($63,446). The Company recorded a gain of $2,024 for the change in foreign currency related to this transaction. On June 18, 2018, the Company entered into a stock purchase agreement with an officer and director of the Company, 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 is 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 an officer and director of the Company, 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 is 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. 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 December 31, 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 December 31, 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. 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 year ended December 31, 2019, the Company paid consideration of $15,000. Shares Issued for Services On May 25, 2017, the Company entered into a 20-month consulting agreement with a third-party advisory firm for consideration of 20,000 shares of the Company’s common stock. The stock was issued on May 25, 2017 and fair valued at $7.70 per share or $154,000, which will be amortized over the length of the agreement. During the year ending December 31, 2017, the Company recorded $56,138 in consulting expense related to this agreement. During the year ended December 31, 2018, an additional $92,299 in consulting expense was recorded. Potentially Dilutive Securities On January 1, 2018, the Company granted 25,000 options to an employee of the Company as compensation for being appointed the International Finance Manager of the Company. The options have an exercise period of four years with an exercise price of $1.00 per share. In the event that he ceases to work for the Company for any reason, he will be entitled to a pro rata portion of the annual options. The options vest monthly with 25,000 options fully vested as of December 31, 2018 (See Note 16). No options warrants or other potentially dilutive securities other than those disclosed above have been issued as of December 31, 2019.

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