Cosmos Health Inc S-1/A, filed Jun 7, 2022
Cosmos Health Inc. (COSM)
As filed with the Securities and Exchange Commission on June 7, 2022
Registration No. 333-265190
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
| COSMOS HOLDINGS INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 5122 |
| 27-0611758 |
| (State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
__________________________
141 West Jackson Blvd, Suite 4236,
Chicago, IL 60604
(312) 536-3102
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
____________________________
Greg Siokas
Chief Executive Officer
141 West Jackson Blvd, Suite
4236, Chicago, IL 60604
(312) 536-3102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________________
Ross Carmel, Esq.
Carmel, Milazzo & Feil LLP
55 West 39th Street, 18th Floor
New York, NY 10018
(212) 658-0458
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 | ☒ |
| Emerging growth company | ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No.1 to the Registration Statement on Form S-1 (File No. 333-265190) is filed solely to add Exhibit 5.1 and amend Exhibit 23.1 thereto. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibits 5.1 and 23.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
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| Common Stock Purchase Warrant dated September 4, 2017 issued to Roth Capital Partners LLC (15) | |
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| Pledge Agreement, by and between Grigorios Siokas and Synthesis Peer-to Peer Income Fund (4) | |
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| First Amendment to Share Exchange Agreement dated May 24, 2018 (16) | |
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| Share Exchange Agreement dated as of June 26, 2018 with Marathon Global Inc. (18) |
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| Promissory Note dated December 19, 2018 from Cosmos Holdings Inc. to Deepdae Holding Ltd. (23) | |
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| List of Subsidiaries (53) | |
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| Consent of Carmel Millazo & Feil LLP (included in Exhibit 5.1) | |
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| 24.1* |
| Power of attorney (included on the signature page) |
| 101.INS |
| XBRL Instance Document (54) |
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| 101.SCH |
| XBRL Taxonomy Extension Schema Document (54) |
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| 101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document (54) |
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| 101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document (54) |
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| 101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document (54) |
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| 101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document (54) |
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| 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 (54) |
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| 107 |
| Calculation of SEC Filing Fee Table (54) |
____________
| * | Filed herewith |
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| (1) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 12, 2021. |
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| (2) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 1, 2022. |
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| (3) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015. |
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| (4) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on August 16, 2016. |
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| (5) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on September 16, 2016. |
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| (6) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on October 5, 2016. |
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| (7) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on March 28, 2017. |
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| (8) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 14, 2017. |
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| (9) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 18, 2017. |
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| (10) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 16, 2017. |
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| (11) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on December 27, 2017. |
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| (12) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on February 21, 2018. |
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| (13) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 19, 2018. |
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| (14) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 3, 2013. |
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| (15) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 5, 2018. |
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| (16) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 31, 2018. |
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| (17) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 26, 2018. |
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| (18) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 19, 2018. |
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| (19) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 17, 2018. |
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| (20) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 27, 2018. |
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| (21) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 19, 2018. |
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| (22) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 13, 2018. |
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| (23) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 21, 2018. |
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| (24) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 6, 2019. |
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| (25) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 19, 2019. |
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| (26) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 4, 2019. |
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| (27) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 31, 2018. |
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| (28) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 16, 2019. |
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| (29) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 28, 2019. |
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| (30) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2019. |
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| (31) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 23, 2020. |
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| (32) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 15, 2020. |
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| (33) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 13, 2020. |
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| (34) | Incorporated by reference to the filing of the Report on Form 8-K filed by the Registrant on September 24, 2020. |
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| (35) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 21, 2020. |
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| (36) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 13, 2020. |
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| (37) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on November 16, 2020. |
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| (38) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 17, 2020. |
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| (39) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 22, 2020. |
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| (40) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 11, 2021. |
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| (41) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 2, 2021. |
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| (42) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 8, 2021. |
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| (43) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 17, 2021. |
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| (44) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 21, 2021. |
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| (45) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2021. |
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| (46) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 14, 2021. |
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| (47) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 27, 2021. |
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| (48) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on August 10, 2021. |
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| (49) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 16, 2021. |
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| (50) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 21, 2021. |
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| (51) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 1, 2022. |
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| (52) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 4, 2018 |
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| (53) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on May 18, 2022. |
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| (54) | Incorporated by reference to the filing of the Registration Statement on Form S-1 filed by the Registrant on May 24, 2022. |
(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information was previously presented in the financial statements and the related notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 6, 2022.
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| COSMOS HOLDINGS INC. |
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| By: | /s/ Grigorios Siokas |
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| Grigorios Siokas Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Grigorios Siokas, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-1 of Cosmos Holdings Inc. and any or all amendments (including post-effective amendments) thereto and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
| TITLE |
| DATE |
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| /s/ Grigorios Siokas |
| Chairman and Chief Executive Officer (principal executive officer) |
| June 6, 2022 |
| Grigorios Siokas |
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| /s/ Georgios Terzis |
| Chief Financial Officer (principal financial and accounting officer) |
| June 6, 2022 |
| Georgios Terzis |
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| /s/ Demetrios G. Demetriades |
| Director |
| June 6, 2022 |
| Demetrios G. Demetriades |
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| /s/ Dimitrios Goulielmos |
| Director |
| June 6, 2022 |
| Dimitrios Goulielmos |
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| /s/ John J. Hoidas |
| Director |
| June 6, 2022 |
| John J. Hoidas |
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| /s/ Dr. Anastasios Aslidis |
| Director |
| June 6, 2022 |
| Dr. Anastasios Aslidis |
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EXHIBIT 5.1
June 6, 2022
Cosmos Holdings Inc.
141 West Jackson Blvd.
Suite 4236
Chicago, IL 60604
Re: Registration Statement on Form S-1 (File No. 333-265190)
Ladies and Gentlemen:
We have acted as counsel to Cosmos Holdings Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-1 (File No. 333-265190), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 24, 2022 (as amended, the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”) for the registration of (i) up to 44,914,285 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
You have requested our opinion as to the matters set forth below in connection with the Registration Statement. This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and may be relied upon by all purchasers of the Shares in the offering described in the Prospectus (as defined below).
For purposes of rendering that opinion, we have examined: (i) the Registration Statement; (ii) the most recent prospectus included in the Registration Statement on file with the Commission as of the date of this opinion letter; (iii) the Company’s current Amended and Restated Articles of Incorporation (the “Charter”), Correction to Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock (“Certificate”) and Amended and Restated Bylaws (“Bylaws”), each of which has been filed with the Commission (or incorporated by reference) as an exhibit to the Registration Statement; and (iv) the records of the corporate actions of the Company relating to the Registration Statement and the authorization for issuance and sale of the Shares, and matters in connection therewith. We have reviewed such other matters and made such other inquiries as we have deemed necessary to render the opinions expressed herein.
In rendering the opinions set forth herein, we have assumed that (i) all information contained in any and all documents reviewed by us is true, complete and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as original versions are authentic and all documents submitted to us as copies conform to the original versions of those documents; (iv) any draft versions of documents submitted to us conform to the final versions of the documents; (v) each natural person signing any document reviewed by us had the requisite legal capacity to do so; and (vi) the Charter, Certificate, Bylaws and any corporate resolutions and documents, all contain signatures where necessary which are genuine.
We have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records, and instruments and have examined such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein.
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We express no opinion herein as to the laws of any state or jurisdiction other than Chapter 78 of the Nevada Revised Statutes (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
Based upon and subject to the foregoing (and provided also that the Registration Statement and any required post-effective amendment(s) thereto have all become effective under the Securities Act, and provided further that the prospectus included in the Registration Statement that is declared effective by the Commission (the “Prospectus”) required by applicable law has been duly delivered and filed as required by such laws), it is our opinion that:
The Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable.
The opinion set forth above is subject to the following additional assumptions:
(i) The Registration Statement and any amendment thereto (including any post-effective amendment) has become effective under the Securities Act, and such effectiveness shall not have been terminated, suspended or rescinded;
(ii) All Shares offered pursuant to the Registration Statement will be issued and sold (a) in compliance with all applicable federal and state securities laws, rules and regulations and solely in the manner provided in the Registration Statement and the Prospectus, and (b) only upon payment of the consideration fixed therefor; and
(iii) To the extent that the obligations of the Company under any agreement pursuant to which any Shares offered pursuant to the Registration Statement are to be issued or governed, including any amendment or supplement thereto, may be dependent upon such matters, we assume for purposes of this opinion letter that (a) each party to any such agreement other than the Company will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that each such other party will be duly qualified to engage in the activities contemplated thereby; (b) each such agreement and the applicable Shares will have been duly authorized, executed and delivered by each such other party and will constitute the valid and binding obligations of each such other party, enforceable against each such other party in accordance with their terms and conditions; (c) each such other party will be in compliance, with respect to acting in any capacity contemplated by any such agreement, with all applicable laws, rules and regulations; and (d) each such other party will have the requisite organizational and legal power and authority to perform its obligations under each such agreement.
We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may hereafter occur. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this law firm in the related Prospectus under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
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| Very truly yours, |
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| /s/ Carmel, Milazzo & Feil LLP |
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| Carmel, Milazzo & Feil LLP |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-1 (No. 333-265190) of our report dated April 15, 2021, with respect to the consolidated financial statements of Cosmos Holdings, Inc., included in Cosmos Holdings’ Annual Report on Form 10-K for the years ended December 31, 2021 and 2020. Our report contains an explanatory paragraph regarding Cosmos Holdings’ ability to continue as a going concern. We also consent to the reference of our firm under the caption “Experts” in the Registration Statement.
ArmaninoLLP
San Francisco, California
June 6, 2022
