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CAPITAL STRUCTURE
 9 Months Ended
Sep. 30, 2025
CAPITAL STRUCTURE  
CAPITAL STRUCTURE

NOTE 8 – CAPITAL STRUCTURE

 

Preferred Stock

 

The Company is authorized to issue 100 million shares of preferred stock, of which 6,000,000 are designated as Series A convertible preferred stock. The preferred stock has a liquidation preference over the common stock and is non-voting. As of September 30, 2025 and December 31, 2024, no preferred shares were issued and outstanding.

 

Treasury stock

 

As of September 30, 2025 and December 31, 2024, the Company held 86,497 and 86,497, respectively, shares of our common stock at a cost of $917,159 and $917,159, respectively. Shares of our common stock that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding used in calculating earnings per share. Cosmos may repurchase shares from time to time through open market purchases in accordance with applicable securities laws and other restrictions. The Company repurchased no shares of our common stock during the three and nine months ended September 30, 2025.

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.

 

Common Stock

 

The Company is authorized to issue 300 million shares of common stock. As of September 30, 2025 and December 31, 2024, the Company had 31,955,538 and 23,689,135 shares of our common stock issued, respectively, and 31,869,041 and 23,602,638 shares outstanding, respectively.

 

Issuance of Common Stock

 

During the period from September 22 to September 29, 2025, the Company issued an aggregate of 941,690 shares of its common stock under its At-the-Market (“ATM”) sales program, pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-267550). The shares were sold for gross proceeds of $1,021,933 and net proceeds of $989,330, after deducting the underwriter’s commissions and other offering expenses.

 

On September 5, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 300,000 shares of its common stock in exchange for stock awareness, investor relations, and digital marketing services. The shares carry full voting rights and vest at a rate of 150,000 shares per month over the 2-month term of the agreement. The fair value of the shares on the issuance date was $0.649 per share, resulting in a total fair value of $194,700. During the three- and nine-month periods ended September 30, 2025, the Company recognized stock-based compensation expense of $79,795 in the condensed consolidated statements of operations.

 

On August 5, 2025, the Company issued an additional 500,000 shares of common stock (the “Incentive Stock”) to the lender of the June 9, 2025 secured convertible loan agreement as incentive consideration in connection with the lender’s agreement to subordinate its position to another senior convertible note. The fair value of the Incentive Stock on the issuance date was $0.878 per share, resulting in a total fair value of $439,000. This amount was recognized in “Change in fair value of convertible notes” in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

 

On July 24, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 169,549 shares of its common stock in exchange for marketing and distribution services. The shares carry full voting rights and vest at a rate of 28,258 shares per month over the 6-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement, any unvested shares as of the termination date will be subject to clawback. The fair value of the shares on the issuance date was $0.5898 per share, resulting in a total fair value of $100,000. During the three- and nine-month periods ended September 30, 2025, the Company recognized stock-based compensation expense of $33,333 in the condensed consolidated statements of operations.

 

On July 1, 2025, the Company entered into a consulting agreement with a third-party advisor, pursuant to which it issued 240,000 shares of its common stock in exchange for general advisory services. The shares carry full voting rights and vest at a rate of 20,000 shares per month over the 12-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement under Section 19 (Termination), any unvested shares as of the termination date will be subject to clawback. The fair value of the shares on the issuance date was $0.3939 per share, resulting in a total fair value of $94,536. During the three- and nine-month periods ended September 30, 2025, the Company recognized stock-based compensation expense of $23,634 in the unaudited condensed consolidated statements of operations.

 

On June 9, 2025, in connection with the execution of a secured convertible loan agreement with an aggregate principal amount of $1,304,348, the Company issued 326,087 restricted shares of common stock (the “Commitment Stock”) to the lender as additional consideration. The shares were issued at a nominal price of $0.001 per share, were fully vested and nonforfeitable upon issuance, and were not subject to any further service or performance conditions. The fair value of the Commitment Stock on the issuance date was determined to be $0.48 per share, resulting in a total fair value of $156,522. This amount was recognized as other finance costs, included in “Interest expense” in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

 

On June 3, 2025 (the “Effective Date”), the Company issued 150,000 shares of its common stock to a consultant in consideration for such consultant’s business advisory services. The shares were earned in full as of the Effective Date. The fair value of the shares on issuance was $0.458 per share, resulting in a total expense of $68,700, which has been recognized in the condensed consolidated statement of operations. The consultant provides non-exclusive business advisory services, including guidance on growth strategies and networking with its contacts for general business purposes.

 

Between January 13, 2025, and May 23, 2025, the Company issued an aggregate of 3,096,954 shares of common stock to Mr. Grigorios Siokas, the Company’s Chief Executive Officer, in settlement of outstanding obligations totaling $1,434,978. The liabilities settled pertaining to unpaid salaries and performance-related bonuses previously accrued by the Company and owed to Mr. Siokas. The shares were issued at the respective fair market value of the Company’s common stock on the dates of issuance. The transaction was accounted for as a non-cash settlement of related party debt.

 

 On September 26, 2024, the Company had entered into a Warrant Inducement Letter with an investor pursuant to which the Company issued 9,748,252 new warrants (the “New Warrants”) and reduced the exercise price of 4,874,126 warrant shares from $1.45 to $0.8701 to induce exercise and receive gross cash proceeds of $4,240,977 (the “Original Warrants”). Of the 9,748,252 warrants 4,874,126 of them have a term of 5 years (“Series A Warrants”) and the remaining 4,874,126 have a term of 1.5 years (“Series B Warrants”). The Company issued 2,332,000 shares of common stock, held 2,542,126 shares in escrow until the investor’s beneficial ownership limitation allows for the transfer of the escrow shares. The 2,542,126 shares were issued on January 28, 2025, but were already valued in the year ended December 31, 2024.

Warrant Classification

 

The Company determines the classification of its warrants upon issuance by identifying the instrument issued to determine if it is debt or equity classified. The Company determined its warrants meet the scope exception in ASC 815-10 and are equity classified because, (a) the warrant is indexed to the Company’s own stock, (b) require settlement in equity shares, and (c) the Company has enough authorized and unissued shares.