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) September 27, 2018
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, 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.)
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. ¨
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 26, 2018, Cosmos Holdings, Inc. (the “Company”) entered into two separate Second Amendment and Exchange Agreements (each, an “Exchange Agreement”), each by and between the Company and an institutional investor that previously purchased a Senior Convertible Note from the Company on November 16, 2017 (each, an “Existing Note”) pursuant to a Securities Purchase Agreement, dated as of November 15, 2017, as first amended on February 20, 2018, by and between the Company and such holders of Existing Notes (the “Securities Purchase Agreement”). Pursuant to each Exchange Agreement, the Company issued a new senior convertible note (each, a “New Note”) in exchange for an Existing Note.
Each New Note is identical in all material respects to the Existing Note, except that the Maturity Date of January 16, 2019 on the Existing Note was extended to February 1, 2019 on the New Note.
Except as set forth in the Exchange Agreements and the New Notes, the Securities Purchase Agreement and each of the other transaction documents that were executed in connection with the Securities Purchase Agreement remain unchanged and in full force and effect.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information described above in Item 1.01 “Entry Into A Material Definitive Agreement” is incorporated by reference herein.
Exemption from registration under the Securities Act of 1933, as amended, (the “Act”) is claimed under Section 3(a)(9) of the Act based on the representations and warranties as set forth in the Exchange Agreements and senior convertible New Notes, forms of which have been filed as Exhibits 4.1 and 4.2, respectively, to this Form 8-K and in the Securities Purchase Agreement dated November 15, 2017, a copy of which was previously filed as Exhibit 4.1 to Form 8-K on November 16, 2017.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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: September 27, 2018 | By: | /s/ Grigorios Siokas | |
| | Grigorios Siokas | |
| | | Chief Executive Officer | |
EXHIBIT INDEX
