Cosmos Health Inc 10-Q for FY2021 Q2

Cosmos Health Inc. (COSM)

10-Q 2021-08-16 For: 2021-06-30

Added on April 07, 2026

About this 10-Q

Cosmos Health Inc filed this 10-Q on August 16, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $14.85M; up 15.8% from $12.82M a year earlier
Net loss: $2.38M; compared with net income of $1.38M a year earlier
Diluted EPS: -$0.15; compared with $0.10 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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).	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	38

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	45

Item 4.	Controls and Procedures.	45

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	47

Item 1A	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	47

Item 3.	Defaults Upon Senior Securities.	47

Item 4.	Mine Safety Disclosures.	47

Item 5.	Other Information.	47

Item 6.	Exhibits.	48

SIGNATURES		49

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	805,772		$	628,395
Accounts receivable, net		25,544,240			23,440,650
Accounts receivable - related party		3,135,184			3,468,564
Marketable securities		216,107			222,792
Inventory		3,530,874			3,292,557
Prepaid expenses and other current assets		4,931,366			5,148,441
Prepaid expenses and other current assets - related party		2,917,334			3,468,653
Operating lease right-of-use asset		983,849			833,763
Financing lease right-of-use asset		250,534			269,131

TOTAL CURRENT ASSETS		42,315,260			40,772,946

Property and equipment, net		1,578,041			1,757,213
Goodwill and intangible assets, net		214,099			230,506
Other assets		763,645			905,318
Deferred tax assets		286,329			178,430

TOTAL ASSETS	$	45,157,374		$	43,844,413

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	12,449,944		$	11,973,981
Accounts payable and accrued expenses - related party		193,894			1,733
Accrued interest		953,625			742,374
Customer advances		19,378			22,340
Convertible notes payable, net of unamortized discount of $418,504 and $494,973, respectively		766,496			952,027
Derivative liability - convertible note		435,478			460,728
Notes payable		9,335,709			12,042,712
Notes payable - related party		486,005			501,675
Lines of credit		5,038,912			5,076,684
Loans payable - related party		704,403			1,629,246
Taxes payable		764,140			760,446
Operating lease liability, current portion		168,216			200,204
Financing lease liability, current portion		80,891			89,926
Other current liabilities		500,444			339,000

TOTAL CURRENT LIABILITIES		31,897,535			34,793,076

Share settled debt obligation		1,554,590			1,554,590
Notes payable - long term portion		10,235,503			10,771,882
Operating lease liability, net of current portion		801,243			590,538
Financing lease liability, net of current portion		180,134			188,172
Other liabilities		103,821			107,168
TOTAL LIABILITIES		44,772,826			48,005,426

Commitments and Contingencies (see Note 13)		-			-

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 100,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020		-			-
Common stock, $0.001 par value; 300,000,000 shares authorized; 16,566,947 and 13,485,128 shares issued and 16,216,619 and 13,069,800 outstanding as of June 30, 2021 and December 31, 2020, respectively		16,566			13,484
Additional paid-in capital		23,901,367			14,333,285
Treasury stock, 350,328 and 415,328 shares as of June 30, 2021 and December 31, 2020, respectively		(611,204	)		(611,854	)
Accumulated deficit		(23,303,783	)		(18,750,824	)
Accumulated other comprehensive income		381,602			854,896

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		384,548			(4,161,013	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	45,157,374		$	43,844,413

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020


REVENUE	$	14,846,925		$	12,819,972		$	26,466,001		$	24,753,220

COST OF GOODS SOLD		12,810,082			10,471,841			23,427,823			21,211,918

GROSS PROFIT		2,036,843			2,348,131			3,038,178			3,541,302

OPERATING EXPENSES
General and administrative expenses		3,165,268			870,704			5,385,536			1,684,573
Sales and marketing expenses		139,633			380,326			544,725			434,056
Depreciation and amortization expense		108,413			110,788			215,486			210,796
TOTAL OPERATING EXPENSES		3,413,314			1,361,818			6,145,747			2,329,425

INCOME (LOSS) FROM OPERATIONS		(1,376,471	)		986,313			(3,107,569	)		1,211,877

OTHER INCOME (EXPENSE)
Other expense, net		(39,415	)		39,383			(217,626	)		27,949
Interest income (expense)		(780,607	)		(651,867	)		(1,512,433	)		(1,063,988	)
Non-cash interest expense		(88,979	)		-			(139,088	)		(29,509	)
Gain (loss) on equity investments, net		(161	)		32,418			279			10,246
Gain on extinguishment of debt		-			779,224			445,636			779,224
Change in fair value of derivative liability		26,496			-			87,869			-
Foreign currency transaction, net		96,584			194,828			(209,436	)		(32,306	)
TOTAL OTHER INCOME (EXPENSE), NET		(786,082	)		393,986			(1,544,799	)		(308,384	)

LOSS BEFORE INCOME TAXES		(2,162,553	)		1,380,299			(4,652,368	)		903,493

BENEFIT FROM (PROVISION FOR) INCOME TAXES		(216,503	)		(2,988	)		99,409			(9,492	)

NET INCOME (LOSS)		(2,379,056	)		1,377,311			(4,552,959	)		894,001

OTHER COMPREHENSIVE INCOME(LOSS)
Foreign currency translation adjustment, net		284			182,840			(473,294	)		39,078

TOTAL COMPREHENSIVE INCOME (LOSS)	$	(2,378,772	)	$	1,560,151		$	(5,026,253	)	$	933,079

BASIC NET INCOME (LOSS) PER SHARE	$	(0.15	)	$	0.10		$	(0.29	)	$	0.07
DILUTED NET INCOME (LOSS) PER SHARE	$	(0.15	)	$	0.10		$	(0.29	)	$	0.07

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic		16,105,409			13,225,387			15,572,773			13,225,387
Diluted		16,105,409			13,254,116			15,572,773			13,254,953

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

COSMOS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

																Accumulated
																Other
	Common Stock				Additional		Treasury Stock									Comprehensive			Total
	No. of Shares		Value		Paid-in Capital		No. of Shares			Value			Accumulated Deficit			Income (Loss)			Stockholders' 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	)
Foreign currency translation adjustment, net		-		-		-		-			-			-			182,840			182,840
Net loss		-		-		-		-			-			1,377,311			-			1,377,311
Balance at June 30, 2020		13,225,387		13,225		13,525,749		(365,328	)		(411,854	)		(18,677,609	)		22,739			(5,527,750	)

COSMOS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended June 30,
	2021			2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,552,959	)	$	894,001
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation and amortization expense		166,219			140,748
Amortization of right-of-use assets		49,267			70,048
Amortization of debt discounts		139,088			29,509
Lease expense		99,610			104,588
Interest on finance leases		5,250			5,251
Loss on disposal of fixed asset					21,624
Stock-based compensation		3,157,450			-
Deferred income taxes		(107,646	)		-
Gain on extinguishment of debt		(445,636	)		(779,224	)
Change in fair value of the derivative liability		(87,869	)		-
Loss on change in fair value of equity investments		(1,318	)		(13,517	)
Changes in Assets and Liabilities:
Accounts receivable, net		(2,839,680	)		(5,960,027	)
Accounts receivable - related party		324,536			(53,620	)
Inventory		(336,047	)		(214,909	)
Prepaid expenses and other current assets		(1,415,455	)		(4,448,671	)
Prepaid expenses and other current assets - related party		450,454			2,914,042
Other assets		153,055			(12,084	)
Accounts payable and accrued expenses		2,249,153			2,052,075
Accounts payable and accrued expenses - related party		195,151			(237,809	)
Accrued interest		211,251			(260,347	)
Customer advances		(2,312	)		(92,751	)
Other current liabilities		161,444			49,165
Lease liabilities		(71,436	)		(84,425	)
Taxes payable		-			156
Other liabilities		(20,964	)		97
NET CASH USED IN OPERATING ACTIVITIES		(2,519,394	)		(5,876,080	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(12,100	)		(86,378	)
NET CASH USED IN INVESTING ACTIVITIES		(12,100	)		(86,378	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of convertible note payable		(362,000	)		(200,000	)
Proceeds from convertible note payable		100,000			-
Payment of related party note payable		-			(789,961	)
Payment of note payable		(20,000	)		(171,614	)
Proceeds from note payable		-			7,908,955
Payment of related party loan		(125,589	)		(102,257	)
Proceeds from related party loan		2,811,062			586,759
Payment of lines of credit		(12,189,057	)		(8,100,149	)
Proceeds from lines of credit		12,311,882			9,208,750
Payments of finance lease liability		(51,427	)		(38,719	)
Proceeds from sale of treasury stock		250,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,724,871			8,301,764

Effect of exchange rate changes on cash		(16,000	)		28,665

NET CHANGE IN CASH		177,377			2,367,971

CASH AT BEGINNING OF PERIOD		628,395			38,537
CASH AT END OF PERIOD	$	805,772		$	2,406,508

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:
Interest	$	208,565		$	124,178
Income tax	$	-		$	11,605

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Conversion of notes payable to common stock	$	2,564,364		$	-

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

	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

	June 30, 2021						Total Carrying
	Level 1		Level 2		Level 3		Value
Marketable securities – ICC International Cannabis Corp.	$	-		-		-	$	-
Marketable securities – Divsersa S.A.		211,368		-		-		211,368
Marketable securities – National Bank of Greece		4,739		-		-		4,739
	$	216,107					$	216,107

	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

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Weighted average number of common shares outstanding Basic		16,105,409		13,225,387		15,572,773		13,225,387
Potentially dilutive common stock equivalents		-		28,729		-		29,566
Weighted average number of common and equivalent shares outstanding - Diluted		16,105,409		13,254,116		15,572,773		13,254,953

	June 30, 2021			December 31, 2020
Leasehold improvements	$	543,451		$	560,711
Vehicles		101,183			105,057
Furniture, fixtures and equipment		1,597,143			1,632,654
Computers and software		142,216			149,005
		2,383,993			2,447,427
Less: Accumulated depreciation and amortization		(805,952	)		(690,214	)
Total	$	1,578,041		$	1,757,213

	June 30, 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		(99,388	)		(82,981	)
Subtotal		164,402			180,809
Goodwill		49,697			49,697
Total	$	214,099		$	230,506

	2021			2020

Beginning Balance	$	501,675		$	1,375,532
Payments		-			(996,136	)
Foreign currency translation		(15,670	)		122,279
Ending Balance	$	486,005		$	501,675

	June 30, 2021		December 31, 2020
National	$	3,093,644	$	3,540,550
Alpha		1,019,368		1,106,894
Pancretan		532,191		-
National - COVID		393,709		429,240
Total	$	5,038,912	$	5,076,684

	2021			2020

Beginning balance convertible notes		1,447,000			1,500,000
New notes		100,000			540,000
Payments		(362,000	)		(593,000	)
Subtotal notes		1,185,000			1,447,000
Debt discount at year end		(418,504	)		(494,973	)
Convertible note payable net of discount		766,496			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		(85,869	)
Balance on June 30, 2021	$	437,478

	June 30, 2021
Dividend yield		0	%
Expected volatility	113.8%-139.0		%
Risk free interest rate	0.15%-0.18		%
Contractual terms (in years)	0.34 – 0.89

June 30, 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		(20,000	)		-			-			-			(20,000	)
Conversion of debt		-			-			(3,010,000	)		-			(3,010,000	)
Foreign currency translation		(106,836	)		(76,400	)		(19,460	)		(10,740	)		(213,382	)
Subtotal		3,175,264			6,369,600			9,601,878			424,470			19,571,212
Reclass of long-term portion of debt		(2,582,864	)		(2,191,880	)		(5,460,759	)		-			(10,235,503	)
Ending Balance		592,400			4,177,720			4,141,119			424,470			9,335,709

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
Subtotal		3,302,100			-			6,446,000			12,631,284			435,210		22,814,594
Reclass of long-term portion of debt		(2,843,475	)		-			(2,384,850	)		(5,543,557	)		-		(10,771,882	)
Ending Balance		458,625			-			4,061,150			7,087,727			435,210		12,042,712

•	The Lender will provide SkyPharm a facility of up to €2,000,000 ($2,369,600) 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	$	115,368
2022		228,112
2023		203,409
2024		118,978
2025		114,856
Thereafter		431,790
Total undiscounted operating lease payments	$	1,212,513
Less: Imputed interest		(243,054	)
Present value of operating lease liabilities	$	969,459

Maturity of Lease Liability
Remainder of 2021	$	51,377
2022		86,663
2023		74,113
2024		55,762
2025		24,823
Thereafter		589
Total undiscounted finance lease payments	$	293,327
Less: Imputed interest		(32,302	)
Present value of finance lease liabilities	$	261,025

						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, June 30, 2021		37,000		$	1.32		0.51	$	147,100

Exercisable, June 30, 2021		37,000		$	1.32		0.51	$	147,100

	June 30,		June 30,
Country	2021		2020
France	$	-		-
Germany		3		125,238
Greece		14,504,869		11,967,758
Hungary		-		100
Ireland		-		(9	)
Italy		4		16,007
Jordan		-		(95	)
Denmark		14		-
Cyprus		64,225		-
UK		265,828		697,609
Croatia		11,982		8,617
Libya		-		-
Netherlands		-		4,797
Poland		-		(50	)
Total	$	14,846,925	$	12,819,972

Country	June 30, 2021		June 30, 2020
Croatia	$	11,982	$	8,617
Denmark		54,700		-
France		-		1,091
Germany		13,617		792,540
Greece		25,958,364		22,657,446
Hungary		-		36,240
Ireland		-		35,104
Italy		15,731		22,048
Jordan		-		9,322
Libya				41,972
Netherlands		-		38,252
Poland		-		28,352
Cyprus		78,948		-
UK		332,659		1,082,236
Total	$	26,466,001	$	24,753,220

	·	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 and 2021. 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 · Governmental financial support related to furlough schemes

Exhibit No.		Document Description

10.1		Capital Market Advisory Agreement dated July 1, 2021

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: August 16, 2021	By:	/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 16, 2021	By:	/s/ Georgios Terzis
		Georgios Terzis
		Chief Financial Officer
		(Principal Financial Officer, And Principal Accounting Officer)

	1.	Capital Market Advisory – Provide an array of capital markets services enabling the Company to better achieve its financial goals of trading on NASDAQ Capital Markets (the “NASDAQ Listing”).

		Specific scope of services:

	1.1.	Assist the Company with a capital market road map that includes strategy, development and execution;
	1.2.	Assisting the Company with structuring its capitalization table and preparing for the NASDAQ Listing;
	1.3.	Introducing the Company to the best of class service providers, including Investment Bankers, investor relations firms, legal counsel, accounting, auditing, transfer agent, EDGAR agent and others;