Cosmos Health Inc 8-K/A, filed Dec 9, 2021
Cosmos Health Inc. (COSM)
About this 8-K/A
Cosmos Health Inc filed this 8-K/A on December 9, 2021, reporting on events of December 8, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code (
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:
Title of Each Class |
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| Name of Each Exchange On Which Registered |
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| 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.
On December 8, 2021 the remaining $750,000 balance of the $2,000,000 note originally issued to Grigorios Siokas, was converted into shares of the Company’s common stock (the “Common Stock”). In addition, the Company has entered in a Securities Purchase Agreement to sell $5,000,000 worth of Series A Preferred Stock to a private investor. That sale is expected to close upon approval of the Company’s application to list its Common Stock on the Nasdaq Stock Market. A proforma balance sheet, dated December 8, 2021, that reflects these transactions is included as Exhibit 99.1 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.
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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. | ||
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Date: December 9, 2021 | By: | /s/ Grigorios Siokas | |
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| Grigorios Siokas |
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| Chief Executive Officer |
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EXHIBIT 99.1
Exhibit 99.1 Pro Forma Balance Sheet as of December 8, 2021
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| As 'Adjusted Pro Forma (1) |
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| Adjustments |
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| September 30, 2021 |
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| (Unaudited) |
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| (Unaudited) |
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| (Unaudited) |
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| ASSETS |
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| CURRENT ASSETS: |
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| Cash and cash equivalents |
| $ 5,683,875 |
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| $ 4,650,000 |
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| $ 1,033,875 |
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| Accounts receivable, net |
| 27,189,507 |
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| - |
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| 27,189,507 |
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| Accounts receivable - related party |
| 2,924,075 |
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| - |
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| 2,924,075 |
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| Marketable securities |
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| 211,203 |
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| - |
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| 211,203 |
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| Inventory |
| 3,594,061 |
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| - |
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| 3,594,061 |
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| Prepaid expenses and other current assets |
| 5,912,171 |
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| - |
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| 5,912,171 |
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| Prepaid expenses and other current assets - related party |
| 2,253,351 |
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| - |
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| 2,253,351 |
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| Operating lease right-of-use asset |
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| 913,541 |
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| - |
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| 913,541 |
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| Financing lease right-of-use asset |
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| 252,051 |
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| - |
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| 252,051 |
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| TOTAL CURRENT ASSETS |
| 48,933,835 |
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| 4,650,000 |
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| 44,283,835 |
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| Property and equipment, net |
| 1,968,505 |
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| - |
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| 1,968,505 |
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| Goodwill and intangible assets, net |
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| 508,267 |
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| - |
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| 508,267 |
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| Other assets |
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| 805,264 |
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| - |
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| 805,264 |
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| Deferred tax assets |
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| 111,468 |
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| - |
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| 111,468 |
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| TOTAL ASSETS |
| $ 52,327,339 |
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| $ 4,650,000 |
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| $ 47,677,339 |
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| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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| CURRENT LIABILITIES: |
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| Accounts payable and accrued expenses |
| $ 11,712,477 |
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| $ | - |
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| $ 11,712,477 |
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| Accounts payable and accrued expenses - related party |
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| 81,826 |
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| - |
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| 81,826 |
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| Accrued interest |
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| 936,134 |
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| - |
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| 936,134 |
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| Convertible notes payable, net of unamortized discount of $407,206 and $494,973, respectively |
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| 685,794 |
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| (100,000 | ) |
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| 785,794 |
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| Derivative liability - convertible note |
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| 115,073 |
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| - |
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| 115,073 |
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| Notes payable |
| 13,914,767 |
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| (1,190,475) |
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| 15,105,242 |
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| Notes payable - related party |
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| 474,889 |
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| - |
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| 474,889 |
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| Lines of credit |
| 4,667,324 |
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| - |
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| 4,667,324 |
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| Loans payable |
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| 390,000 |
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| - |
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| 390,000 |
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| Convertible loans payable - related party |
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| 742,132 |
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| (750,000 | ) |
| 1,492,132 |
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| Taxes payable |
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| 746,614 |
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| - |
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| 746,614 |
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| Operating lease liability, current portion |
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| 173,801 |
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| - |
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| 173,801 |
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| Financing lease liability, current portion |
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| 81,070 |
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| - |
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| 81,070 |
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| Other current liabilities |
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| 665,119 |
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| - |
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| 665,119 |
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| TOTAL CURRENT LIABILITIES |
| 35,387,020 |
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| (2,040,475) |
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| 37,427,495 |
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| Share settled debt obligation |
| 1,554,590 |
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| - |
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| 1,554,590 |
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| Notes payable - long term portion |
| 3,020,846 |
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| - |
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| 3,020,846 |
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| Operating lease liability, net of current portion |
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| 739,832 |
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| - |
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| 739,832 |
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| Financing lease liability, net of current portion |
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| 182,169 |
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| - |
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| 182,169 |
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| Other liabilities |
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| 101,446 |
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| - |
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| 101,446 |
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| TOTAL LIABILITIES |
| 40,985,903 |
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| (2,040,475) |
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| 43,026,378 |
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| STOCKHOLDERS' EQUITY: |
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| Preferred stock, $0.001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding as of December 8, 2021 |
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| 5,000 |
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| 5,000 |
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| - |
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| Common stock, $0.001 par value; 300,000,000 shares authorized; 17,720,723 shares issued as of December 8, 2021 |
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| 17,720 |
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| 388 |
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| 17,332 |
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| Additional paid-in capital |
| 37,181,500 |
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| 7,035,087 |
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| 30,146,413 |
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| Treasury stock, 293,208 and 415,328 shares as of December 8, 2021, |
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| (439,844 | ) |
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| - |
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| (439,844 | ) |
| Accumulated deficit |
| (25,590,326) |
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| (350,000 | ) |
| (25,240,326) |
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| Accumulated other comprehensive income |
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| 167,386 |
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| - |
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| 167,386 |
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| TOTAL STOCKHOLDERS' EQUITY |
| 11,341,436 |
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| 6,690,475 |
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| 4,650,961 |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ 52,327,339 |
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| $ 4,650,000 |
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| $ 47,677,339 |
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| (1) | Includes (i) the conversion of a note on December 8, 2021 and (ii) unrealized proceeds from sale of Series A Preferred Stock to a private investor, the closing of which is anticipated to occur when the Company’s Common Stock has been approved for and begins trading on Nasdaq. |