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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2023
SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Acquisition of a Telehealth Company On March 17, 2023, the Company announced that it has entered into a definitive agreement to acquire ZipDoctor Inc., a telehealth company for a total sum of $150,000, settled in cash. The Sale and Purchase Agreement (“SPA”) was signed on March 17, 2023, and the transaction closed on April 3, 2023. Purchase of Building On May 3, 2023, the Company acquired the entire property which houses the operations of its wholly owned subsidiary CosmoFarm Pharmaceuticals ("CosmoFarm"). The property comprises a 3-story building, that is 2,700 square meters (or approximately 29,063 square feet) in size. The purchase price was €966,000 (or approximately $1,068,000). Conclusion of Stock Purchase Agreement On May 8, 2023, the Company entered into a Stock Purchase Agreement with the owners of one hundred (100%) percent of the equity (the “Shares”) of Pharmaceutical Laboratories Cana S.A. (“Cana Holdings”). The Purchase Price of the Shares is €800,000 ($869,760) and 46,377 shares of Cosmos restricted common stock at an issuance price of $17.25 per share or $800,000 for a total purchase price of $1,669,760. Cana Holdings is a Greek pharmaceutical company that manufactures, sells, distributes, and markets original branded products researched and developed by leading global pharmaceutical and healthcare companies. As previously described on February 28, 2023, the Company issued a €4,100,000 ($4,497,017) five-year senior secured promissory note, classified as loans receivable - related party on the accompanying condensed consolidated balance sheet, to Cana Holdings. The closing of this transaction is conditioned upon: (i) the satisfactory completion of due diligence; (ii) delivery of auditors’ financial statements of Cana Holdings as of December 31, 2022; (iii) receipt by the Company of all required approvals, covenants and waivers; (iv) indebtedness of Cana Holdings shall not exceed €1,000,000 ($1,087,200) (exclusive of the Note); (v) payment of the Purchase Price and delivery of the Shares; (vi) no material adverse changes in the business of Cana Holdings; and (vii) customary closing conditions.

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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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