Cosmos Health Inc 10-Q for FY2021 Q1

Cosmos Health Inc. (COSM)

10-Q 2021-05-17 For: 2021-03-31

Added on April 07, 2026

About this 10-Q

Cosmos Health Inc filed this 10-Q on May 17, 2021, covering the quarter ended March 31, 2021 (FY2021 Q1).

Headline figures

Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $11.62M; down 2.6% from $11.93M a year earlier
Net loss: $2.17M; compared with a net loss of $483.31K a year earlier
Diluted EPS: -$0.14; compared with -$0.04 a year earlier

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Nevada		27-0611758
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236 Chicago, Illinois		60604
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited).

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	35

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	42

Item 4.	Controls and Procedures.	42

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	44

Item 3.	Defaults Upon Senior Securities.	44

Item 4.	Mine Safety Disclosures.	44

Item 5.	Other Information.	44

Item 6.	Exhibits.	45

SIGNATURES		46

	March 31, 2021			December 31, 2020
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	431,807		$	628,395
Accounts receivable, net		21,845,148			23,440,650
Accounts receivable - related party		3,247,612			3,468,564
Marketable securities		214,349			222,792
Inventory		3,417,074			3,292,557
Prepaid expenses and other current assets		4,872,709			5,148,441
Prepaid expenses and other current assets - related party		3,522,041			3,468,653
Operating lease right-of-use asset		798,623			833,763
Financing lease right-of-use asset		247,463			269,131

TOTAL CURRENT ASSETS		38,596,826			40,772,946

Property and equipment, net		1,623,962			1,757,213
Goodwill and intangible assets, net		222,348			230,506
Other assets		752,423			905,318
Deferred tax assets		499,368			178,430

TOTAL ASSETS	$	41,694,927		$	43,844,413

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	11,305,219		$	11,973,981
Accounts payable and accrued expenses - related party		27,453			1,733
Accrued interest		1,180,523			742,374
Customer advances		22,761			22,340
Convertible notes payable, net of unamortized discount of $507,483 and $494,973, respectively		859,517			952,027
Derivative liability - convertible note		461,974			460,728
Notes payable		9,233,095			12,042,712
Notes payable - related party		481,698			501,675
Lines of credit		4,780,126			5,076,684
Loans payable - related party		1,941,773			1,629,246
Taxes payable		757,635			760,446
Operating lease liability, current portion		199,343			200,204
Financing lease liability, current portion		68,353			89,926
Other current liabilities		459,748			339,000

TOTAL CURRENT LIABILITIES		31,779,218			34,793,076

Share settled debt obligation		1,554,590			1,554,590
Notes payable - long term portion		10,303,924			10,771,882
Operating lease liability, net of current portion		570,429			590,538
Financing lease liability, net of current portion		188,545			188,172
Other liabilities		102,901			107,168
TOTAL LIABILITIES		44,499,607			48,005,426

Commitments and Contingencies (see Note 13)		-			-

STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.001 par value; 300,000,000 shares authorized; 16,066,947 and 13,485,128 shares issued and 15,716,619 and 13,069,800 outstanding as of March 31, 2021 and December 31, 2020, respectively		16,066			13,484
Additional paid-in capital		18,333,867			14,333,285
Treasury stock, 350,328 and 415,328 shares as of March 31, 2021 and December 31, 2020, respectively		(611,204	)		(611,854	)
Accumulated deficit		(20,924,727	)		(18,750,824	)
Accumulated other comprehensive gain		381,318			854,896

TOTAL STOCKHOLDERS’ DEFICIT		(2,804,680	)		(4,161,013	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	41,694,927		$	43,844,413

	Three Months Ended March 31,
	2021			2020

REVENUE	$	11,619,076		$	11,933,248

COST OF GOODS SOLD		10,617,741			10,740,077

GROSS PROFIT		1,001,335			1,193,171

OPERATING EXPENSES
General and administrative expenses		2,220,268			813,870
Sales and marketing expenses		405,092			53,729
Depreciation and amortization expense		107,073			100,008
TOTAL OPERATING EXPENSES		2,732,433			967,607

INCOME (LOSS) FROM OPERATIONS		(1,731,098	)		225,564

OTHER INCOME (EXPENSE)
Other expense, net		(178,211	)		(11,434	)
Interest expense		(731,826	)		(412,121	)
Non-cash interest expense		(50,109	)		(29,509	)
Gain (loss) on equity investments, net		440			(22,172	)
Gain on extinguishment of debt		445,636			-
Change in fair value of derivative liability		61,373			-
Foreign currency transaction loss, net		(306,020	)		(227,134	)
TOTAL OTHER EXPENSE, NET		(758,717	)		(702,370	)

LOSS BEFORE INCOME TAXES		(2,489,815	)		(476,806	)

BENEFIT FROM (PROVISION FOR) INCOME TAXES		315,912			(6,504	)

NET LOSS		(2,173,903	)		(483,310	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment, net		(473,578	)		(143,762	)

TOTAL COMPREHENSIVE LOSS	$	(2,647,481	)	$	(627,072	)

BASIC NET LOSS PER SHARE	$	(0.14	)	$	(0.04	)
DILUTED NET LOSS PER SHARE	$	(0.14	)	$	(0.04	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		15,034,219			13,225,387
Diluted		15,034,219			13,225,387

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)

Cosmos Holdings, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


																Accumulated
					Additional											Other			Total
	Common Stock				Paid-in		Treasury Stock						Accumulated			Comprehensive			Stockholders’
	No. of Shares		Value		Capital		No. of Shares			Value			Deficit			Income (Loss)			Deficit

Balance at January 1, 2020		13,225,387	$	13,225	$	13,525,749		(365,328	)	$	(411,854	)	$	(19,571,610	)	$	(16,339	)	$	(6,460,829	)
Foreign currency translation adjustment, net		-		-		-		-			-			-			(143,762	)		(143,762	)
Net loss		-		-		-		-			-			(483,310	)		-			(483,310	)
Balance at March 31, 2020		13,225,387	$	13,225	$	13,525,749		(365,328	)	$	(411,854	)	$	(20,054,920	)	$	(160,101	)	$	(7,087,901	)

																Accumulated
					Additional											Other			Total
	Common Stock				Paid-in		Treasury Stock						Accumulated			Comprehensive			Stockholders’
	No. of Shares		Value		Capital		No. of Shares			Value			Deficit			Income (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
Restriced 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	)

	Estimated Useful Life
Leasehold improvements and technical works		Lesser of lease term or 40 years
Vehicles		6 years
Machinery		20 years
Furniture, fixtures and equipment		5–10 years
Computers and software		3-5 years

	March 31, 2021						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	-		-		-	$	-
Marketable securities – Divsersa S.A.		209,495		-		-		290,495
Marketable securities – National Bank of Greece		4,854		-		-		4,854
	$	214,349					$	214,349

	December 31, 2020							Total Carrying
		Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.		$	-		-		-	$	-
Marketable securities – Divsersa S.A.			218,183		-		-		218,183
Marketable securities – National Bank of Greece			4,609		-		-		4,609
		$	222,792					$	222,792

	March 31, 2021			December 31, 2020
Leasehold improvements	$	538,684		$	560,711
Vehicles		100,286			105,057
Furniture, fixtures and equipment		1,575,228			1,632,654
Computers and software		137,903			149,005
		2,352,031			2,447,427
Less: Accumulated depreciation and amortization		(728,069	)		(690,214	)
Total	$	1,623,962		$	1,757,213

	March 31, 2021			December 31, 2020
License	$	50,000		$	50,000
Trade name / mark		36,997			36,997
Customer base		176,793			176,793
		263,790			263,790
Less: Accumulated amortization		(91,139	)		(82,981	)
Subtotal		172,651			180,809
Goodwill		49,697			49,697
Total	$	222,348		$	230,506

	2021			2020

Beginning Balance	$	501,675		$	1,375,532
Payments		-			(996,136	)
Foreign currency translation		(19,977	)		122,279
Ending Balance	$	481,698		$	501,675

	March 31, 2021		December 31, 2020
National	$	2,837,626	$	3,540,550
Alpha		1,088,358		1,106,894
Pancretan		364,550		-
National - COVID		489,592		429,240
Total	$	4,780,126	$	5,076,684


	Three Months Ended March 31,
	2021			2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,173,903	)	$	(483,310	)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation and amortization expense		80,318			61,760
Amortization of right-of-use assets		26,755			38,248
Amortization of debt discounts		50,109			29,509
Lease expense		64,543			53,600
Interest on finance leases		4,453			2,301
Stock based compensation		1,189,450			-
Deffered income taxes		(329,586	)		-
Gain on extinguishment of debt		(445,636	)		-
Change in fair value of the derivative liability		(61,373	)		-
Loss on change in fair value of equity investments		440			22,172
Changes in Assets and Liabilities:
Accounts receivable, net		729,802			(3,668,384	)
Accounts receivable - related party		197,334			1,180,760
Inventory		(246,664	)		59,486
Prepaid expenses and other current assets		(1,088,881	)		17,398
Prepaid expenses and other current assets - related party		(196,436	)		3,596,200
Other assets		157,915			12,683
Accounts payable and accrued expenses		847,525			(1,917,115	)
Accounts payable and accrued expenses - related party		25,996			(205,140	)
Accrued interest		438,149			188,923
Customer advances		1,333			(76,328	)
Other current liabilities		120,748			(10,603	)
Lease liabilities		(36,772	)		(41,542	)
Taxes payable		-			(3,307	)
Other liabilities		(20,958	)		(2,050	)
NET CASH USED IN OPERATING ACTIVITIES		(665,339	)		(1,144,739	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(2,310	)		(54,223	)
		(2,310	)		(54,223	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of convertible note payable		(180,000	)		(100,000	)

	2021			2020

Beginning balance notes		1,447,000			1,500,000
New notes		100,000			540,000
Payments		(180,000	)		(593,000	)
Subtotal notes		1,367,000			1,447,000
Debt discount at year end		(507,483	)		(494,973	)
Note payable net of discount		859,517			952,027

	a)	The Conversion Price. The Conversion Price shall equal the Variable Conversion Price (subject to stock splits, dividends, rights offerings or similar events) shall mean seventy-five percent (75%) multiplied by the Market Price defined as the average of the three (3) lowest trading prices for common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date.

	b)	Conversion upon Qualified Financing. If the Company engaged in a registered offering resulting in an “uplisting” to a higher-tiered trading market (a “Qualified Financing”), the Holder has the option to convert any outstanding debt due under this Note at seventy-five (75%) of the per share offering price.

	c)	Conversion Price During Major Announcements. In the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other Company (other than a merger in which the Borrower is the surviving or continuing Company and its capital stock is unchanged or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase fifty percent (50%) or more of the Borrower’s Common Stock (or any other takeover scheme), then the Conversion Price shall, effective upon the announcement date shall be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect.


	Amount
Balance on December 31, 2020	$	460,728
Issuances to debt discount		62,619
Change in fair value of derivative liabilities		(61,373	)
Balance on March 31, 2021	$	461,974

	March 31, 2021
Dividend yield		0	%
Expected volatility		121.3%-137.6	%
Risk free interest rate		0.13%-0.17	%
Contractual terms (in years)		0.59 – 0.81

March 31, 2021	Loan Facility			Trade Facility			Third Party			COVID Loans			Total
Beginning balance		3,302,100			6,446,000			12,631,284			435,510			22,814,594
Proceeds		-			-			-			-			-
Payments		-			-			-			-			-
Conversion of debt		-			-			(3,010,000	)		-			(3,010,000	)
Foreign currency translation		(131,490	)		(97,400	)		(24,740	)		(13,945	)		(267,575	)
Reclass of long-term portion of debt														(10,303,924	)
Ending Balance		3,171,610			6,348,600			9,596,544			421,265			9,233,095

December 31, 2020	Loan Facility			Bridge Loans			Trade Facility		Third Party			COVID Loans		Total
Beginning balance		3,078,442			191,287			6,245,400		2,514,595			-		12,029,724
Proceeds		-			-			-		16,121,500			435,210		16,556,710
Payments		-			(191,287	)		-		(5,006,115	)		-		(5,230,725	)
Conversion of debt										(807,795	)				(807,795	)
Debt extinguishment		(12,066	)		-			-		(192,205	)		-		(204,271	)
Foreign currency translation		269,047			-			200,600		1,304			-		470,951
Reclass of long-term portion of debt															(10,771,882	)
Ending Balance		3,302,100			-			6,446,000		12,631,284			435,210		12,042,712

•	The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,348,600) secured against SkyPharm’s receivables from the sale of branded and generic pharmaceutical sales. In the event that accounts receivable become uncollectible, the Company will be obligated to pay back the notes in full.

•	The total facility will be calculated as 95% of the agreed upon value of Decahedron’s receivables.

•	The term of the SkyPharm Facility will be for 12 months.

•	The obligations of SkyPharm are guaranteed by the Company pursuant to a Cross Guarantee and Indemnity Agreement.

•	The Lender has the right to make payments directly to SkyPharm’s suppliers.

•	The following fees should be paid in connection with the SkyPharm Facility:

	o	2% of the maximum principal amount as an origination fee.

	o	A one percent (1%) monthly fee.

	•	A listing of approved purchasers;

	•	To permit SkyPharm to request Synthesis to make payments under the TFF directly to SkyPharm so that SkyPharm can discharge its obligations to a commodity seller directly;

	•	To prohibit SkyPharm from entering into a commodity contract which grants more than seventy-five (75) days delay between the payment for products and receipt of the purchase price and placed other limitations on terms of commodity contracts;

	•	If Grigorios Siokas, CEO of Cosmos Holdings Inc. (“Cosmos”), ceases to own or control at least fifty-one (51%) percent of the shares of Cosmos, or SkyPharm ceases to be a wholly-owned subsidiary of Cosmos, either event shall constitute an Event of Default (as defined);

	•	The maximum aggregate amount of the TFF is €15,000,000, although there is no commitment for any future loans under the TFF;

	•	The interest rate on the TFF for: (i) all lending in U.S. dollars is the one-month LIBOR plus six (6%) percent margin; and (ii) for all lending in Euro, the one-month Euribor Rate plus six (6%) percent per annum, commencing June 1, 2018.

	•	Synthesis is permitted to terminate the TFF at any time and demand repayment of all outstanding principal and interest in full within six (6) months from the date of notification.

Maturity of Lease Liability
Remainder of 2021	$	202,886
2022		226,636
2023		202,152
2024		60,485
2025		56,366
Thereafter		154,975
Total undiscounted operating lease payments	$	903,500
Less: Imputed interest		(133,728	)
Present value of operating lease liabilities	$	769,772

Maturity of Lease Liability
Remainder of 2021	$	73,974
2022		76,682
2023		66,780
2024		51,176
2025		20,716
Thereafter		584
Total undiscounted finance lease payments	$	289,912
Less: Imputed interest		(33,014	)
Present value of finance lease liabilities	$	256,898

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
Options	Shares			Price		Term		Value
Balance Outstanding, December 31, 2020		62,000		$	1.19		0.60	$	242,200
Granted		-			-		-		-
Forfeited		-			-		-		-
Exercised		-			-		-		-
Expired		(25,000	)		-		-		-
Balance Outstanding, March 31, 2021		37,000		$	1.32		0.76	$	163,750

Exercisable, March 31, 2021		37,000		$	1.32		0.76	$	163,750

Country	March 31, 2021		March 31, 2020
Cyprus	$	14,723	$	-
Denmark		54,686		-
France		-		1,091
Germany		13,613		667,302
Greece		11,453,496		10,689,681
Hungary		-		36,140
Ireland		-		35,113
Italy		15,727		6,041
Jordan		-		9,417
Netherlands		-		41,983
Poland		-		33,455
Turkey		-		28,398
UK		66,831		384,627
Total	$	11,619,076	$	11,933,248

	·	Drug shortages due to ban of exports
	·	Problems/restrictions in supply chain
	·	Logistics delays
	·	National or EU long lasting recession · Restrictions on employees’ ability to work · Liquidity issues (AR/AP) – payment delays and new government regulations for freezing payment terms Subsequent to year-end, management has identified opportunities as listed below, that could balance, at least in part, the adverse effects of COVID-19 during the fiscal year-end 2020. However, there can be no assurance that this will occur prior to a vaccine and treatment becoming effective. Opportunities · Sales increase of OTC products branded · Sales increase of food supplements (Vitamin D3, Vitamin C, multivitamins) · Sales increase of antibacterial products and medicine masks · Obtain exclusive distribution rights for detection test kits for COVID-19 · Governmental financing incentives related to liquidity · VAT incentives (in the UK the VAT of imports is waived on medical products)

Exhibit No.		Document Description

10.1		Debt Exchange Agreement dated May 10. 2021 by and between Cosmos Holdings, Inc. and Grigorios Siokas.

31.1*		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

*	This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

	Cosmos Holdings Inc.

Date: May 17, 2021	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 17, 2021	By:	/s/ Georgios Terzis
		Georgios Terzis
		Chief Financial Officer
		(Principal Financial Officer, And Principal Accounting Officer)

	COMPANY: COSMOS HOLDINGS INC.

	By:	/s/ Pavlos Ignatiades
		Name: Pavlos Ignatiades
		Title: Chief Operating Officer

	LENDER

		/s/ Grigorios Siokas
		Name: Grigorios Siokas
		Title: Chief Executive Officer

	Aggregate Principal Amount of Indebtedness:

		$600,000.00

1.	I have reviewed this report on Form 10-Q of Cosmos Holdings Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.