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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2022
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS Loan Agreement with Doc Pharma On January 1, 2023, SkyPharm SA (“the Lender”) signed a loan agreement with Doc Pharma SA (“the Borrower”) for €4,000,000 relating to the prepaid balance the Lender has due from the Borrower. The balance of SkyPharm SA due from DocPharma SA as of December 31, 2022, had increased to EUR 7,103,706 ($7,599,545), which was mainly attributable to the prepayments SkyPharm SA made in accordance with the CMO agreement and the orders and sales of the SPL products the Company expects to achieve within 2023.The duration of the loan will be for a 10-year period up to December 1, 2032 (“the Maturity date”). It will bear a fixed interest rate of 5.5% payable on monthly basis and will be repayable in 120 equal instalments of €33,333. The loan may be prepaid anytime during its term, in full or partially based on the Company’s product requirements & other factors, without Doc Pharma incurring any prepayment penalty. Purchase of Land and Buildings On January 6, 2023, the Company signed a purchase agreement with a third party to acquire buildings and a lot, in Montreal, Canada, of approximately 450 square meters for use as a warehouse and to establish a distribution center for its nutraceutical products in Canada. The total purchase price was $3,950,000. The Company has paid in advance, approximately $1.2 million, related to this agreement. Amendment to Distribution Agreement On January 20, 2023, the Company amended the initial Distribution Agreement dated September 22, 2022 with the first purchase order to market and distribute Virax Biolabs’ (Nasdaq: VRAX) ViraxClear branded COVID-19 and Influenza A+B Antigen Combo Rapid Detection Kits. The Company will have exclusive distribution rights for Greece and Cyprus, with the opportunity to distribute the ViraxClear branded test kits across Europe on a non-exclusive basis. Settlement Agreement On January 31, 2023, the Company entered into a Settlement Agreement with a Third-Party Lender for the $4,000,000 Trade Finance Facility (the “Fund”) dated July 5, 2017 and later amended on June 10, 2019 that agreed to the full and final settlement of the Fund, the settlement of which is to be recorded on a binding basis. The Company paid $1,100,000 to the Fund on February 3, 2023 and the remaining outstanding balance was waived in full such that the balance of the Fund is now $0. Stock Buyback Program On January 24, 2023 the Company announced that its Board of Directors has approved a share repurchase program with authorization to purchase up to $3 million of its common stock. Cosmos may repurchase shares from time to time through open market purchases in accordance with applicable securities laws and other restrictions. Departure and Appointment of Certain Officers On February 1, 2023, the Company announced the appointment of Nikos Bardakis, who comes with over two decades of international branded pharmaceutical sector experience, as the Chief Operating Officer (COO). Nikos Bardakis succeeded Pavlos Ignatiades, who assumed the position of Chief Communications Officer (CCO). Repayment of Convertible Promissory Note On February 7, 2023 the Company fully repaid the outstanding balance and interest of the January 7, 2021, $100,000 Convertible Promissory Note. Acquisition of a Pharmaceutical Company On March 7, 2023, the Company announced that it has entered into a material definitive agreement with a Greek pharmaceutical company that manufactures, sells, distributes, and markets original branded products researched and developed by leading global pharmaceutical and healthcare companies. This material definitive agreement is pursuant to the Binding Letter of Intent dated July 19, 2022, and amended on January 10, 2023. On February 28, 2023, Cosmos Health injected €4.1 million into this pharmaceutical company, which will allow it to emerge from an entity at a restructuring stage, as an entity with a robust balance sheet and a strong foundation for future growth. The next phase is the execution of a Stock Purchase Agreement to be concluded no later than May 1, 2023. Acquisition of a Telehealth Company On March 17, 2023, the Company announced that it has entered into a definitive agreement to a Telehealth Company for an undisclosed sum. The Sale and Purchase Agreement (“SPA”) was signed on March 17, 2023, and the transaction is closed on April 3, 2023. Termination of Equity Agreement On March 20, 2023, the Company’s Legal counsel provided notice to Marathon Global Inc, that Cosmos terminated the Equity agreement dated on March 19, 2018, pursuant to Section 3.2 and that termination is effective thirty days from the date of the letter.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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