8-K - COSM - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 25, 2021

Cosmos Holdings Inc.

| (Exact name of registrant as specified in its charter) |

Nevada	000-54436	27-0611758

| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |

141 West Jackson Blvd, Suite 4236,<br> <br>Chicago, Illinois	60604

| (Address of principal executive offices) | (Zip Code) |

Registrant’s telephone number, including area code (312) 865-0026

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Title of Each Class	Trading Symbol	Name of Each Exchange<br> <br>On Which Registered

| Common Stock, $.001 par value | COSM | OTC QX |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

During July and August of 2021, several notes previously issued by the Company were converted into shares of the Company’s common stock (the “Common Stock”). A proforma balance sheet and stockholders’ equity statement that reflects these conversions are included as Exhibits 99.1 and 99.2 respectively to this report.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 8.01 is incorporated by reference.

The Company issued the Common Stock upon reliance from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1	Pro Forma Balance Sheet as of August 31, 2021

Exhibit 99.2	Pro Forma Stockholders’ Equity as of August 31, 2021

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COSMOS HOLDINGS INC.
Date: August 25, 2021	By:	/s/ Grigorios Siokas

| | | Grigorios Siokas |

| | | Chief Executive Officer |

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cosm_ex991.htm EXHIBIT 99.1

| | |

| Cash and cash equivalents | |

| Accounts receivable, net | |

| Accounts receivable - related party | |

| Marketable securities | |

| Inventory | |

| Prepaid expenses and other current assets | |

| Prepaid expenses and other current assets - related party | |

| Operating lease right-of-use asset | |

| Goodwill and intangible assets, net | |

| Other assets | |

| Accounts payable and accrued expenses | |

| Accounts payable and accrued expenses - related party | |

| Accrued interest | |

| Customer advances | |

| Convertible notes payable, net of unamortized discount of 418,504 and 494,973, respectively | |

| Derivative liability - convertible note | |

| Notes payable | |

| Notes payable - related party | |

| Lines of credit | |

| Loans payable - related party | |

| Taxes payable | |

| Operating lease liability, current portion | |

| Financing lease liability, current portion | |

| Notes payable - long term portion | |

| Operating lease liability, net of current portion | |

| Financing lease liability, net of current portion | |

| Other liabilities | |

| Preferred stock, 0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of August 31, 2021 | |

| Common stock, 0.001 par value; 300,000,000 shares authorized; 17,389,748 shares issued as of August 31, 2021 | |

| Additional paid-in capital | |

| Treasury stock, 350,328 and 415,328 shares as of August 31, 2021 | ) |

| Accumulated deficit | |

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

cosm_ex992.htm EXHIBIT 99.2

Cosmos Holdings, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

						Treasury								Other

| | | Value | | Capital | | Shares | | | Value | | | Deficit | | (Loss) | | | Deficit | | | | Balance at January 1, 2021 | 13.485.128 | $ | 13.484 | $ | 14.333.285 | | (415.328 | ) | $ | (611.854 | ) | $ | (18.750.824) | $ | 854.896 | | $ | (4.161.013) | |

| Foreign currency translation adjustment, net | - | | - | | - | | - | | | - | | | - | | (473.578 | ) | | (473.578 | ) |

| Sale of treasury stock to third party | - | | - | | 249.350 | | 65.000 | | | 650 | | | - | | - | | | 250.000 | |

| Restricted stock issued to a consultant | 1.800.000 | | 1.800 | | 1.187.650 | | | | | | | | | | | | | 1.189.450 | |

| Conversion of notes payable into shares of common stock | 781.819 | | 782 | | 2.563.582 | | - | | | - | | | - | | - | | | 2.564.364 | |

| Net loss | - | | - | | - | | - | | | - | | | (2.173.903) | | - | | | (2.173.903) | |

| Balance at March 31, 2021 | 16.066.947 | $ | 16.066 | $ | 18.333.867 | | (350.328 | ) | $ | (611.204 | ) | $ | (20.924.727) | $ | 381.318 | | $ | (2.804.680) | |

| Foreign currency translation adjustment, net | - | | - | | - | | - | | | - | | | - | | 284 | | | 284 | |

| Conversion of related party debt | 500.000 | | 500 | | 2.999.500 | | - | | | - | | | - | | - | | | 3.000.000 | |

| Forgiveness of related party debt | - | | - | | 600.000 | | - | | | - | | | - | | - | | | 600.000 | |

| Restricted stock issued to a consultant | - | | - | | 1.968.000 | | - | | | - | | | - | | - | | | 1.968.000 | |

| Net loss | - | | - | | - | | - | | | - | | | (2.379.056) | | - | | | (2.379.056) | |

| Balance at June 30, 2021 | 16.566.947 | | 16.566 | | 23.901.367 | | (350.328 | ) | | (611.204 | ) | | (23.303.783) | | 381.602 | | | 384.548 | |

| Restricted stock issued to a consultant | - | | - | | 1.340.835 | | - | | | - | | | - | | - | | | 1.340.835 | |

| Conversion of convertible notes into shares of common stock (Platinum 175k conversion of debt at 07.14.2021) | 55.022 | | 55 | | 275.054 | | - | | | - | | | - | | - | | | 275.109 | |

| Conversion of convertible notes into shares of common stock (Platinum 200.5k conversion of debt at 08.16.2021) | 71.480 | | 71 | | 358.041 | | - | | | - | | | - | | - | | | 358.112 | |

| Conversion of loans payable into shares of common stock (RP 1m debt conversion at 07.13.2021) | 166.667 | | 167 | | 999.833 | | - | | | - | | | - | | - | | | 1.000.000 | |

| Conversion of loans payable into shares of common stock (RP 1,25m debt conversion at 07.19.2021) | 208.333 | | 208 | | 1.249.792 | | - | | | - | | | - | | - | | | 1.250.000 | |

| Conversion of notes payable into shares of common stock (Synthesis P2P fund debt conversion of 1,606 (1.35m) at 08.04.2021 ) | 321.300 | | 321 | | 1.314.117 | | - | | | - | | | - | | - | | | 1.314.438 | |

| Foreign currency translation adjustment, net | - | | - | | - | | - | | | - | | | - | | (16.900 | ) | | (16.900 | ) |

| Net income / (loss) | | | | | | | | | | | | | (1.048.889) | | | | | (1.048.889) | |

| Balance at August 31, 2020 | 17.389.748 | | 17.389 | | 29.439.039 | | (350.328 | ) | | (611.204 | ) | | (24.352.672) | | 364.702 | | | 4.857.253 | |

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements