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)
December 29, 2014
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Cosmos Holdings Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-54436
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27-0611758
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(State or other jurisdiction of incorporation)
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(CommissionFile Number)
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(I.R.S. EmployerIdentification No.)
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141
West Jackson Blvd, Suite 4236, Chicago, Illinois
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60604
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(312) 674-4529
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N/A
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
The disclosure set forth in Item 2.03 to this Current Report is incorporated into this Item 1.01 by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On December 29, 2014, Cosmos Holdings Inc. (the "Company") entered into a Loan Agreement with Dimitrios Goulielmos (the "Lender"), the Chief Executive Officer and a director of the Company, pursuant to which the Company borrowed $100,000 from the Lender (the “Loan”). The Loan will bear an interest rate of 2% per annum and will be due and payable in full on June 30, 2015.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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10.1
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Loan Agreement, dated as of December 29, 2014, between Dimitrios Goulielmos and Cosmos Holdings Inc.
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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.
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COSMOS HOLDINGS INC.
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Date: January 5, 2015
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By:
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/s/ Dimitrios Goulielmos
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Dimitrios Goulielmos
Principal Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Loan Agreement, dated as of December 29, 2014, between Dimitrios Goulielmos and Cosmos Holdings Inc.
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EXHIBIT 10.1
LOAN AGREEMENT
This agreement is made in Thessaloniki, today, 29/12/2014, by and between;
A
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Dimitrios Goulielmos son of Spyridon - Orestis, 15 Komninon Str, Thessaloniki, VAT Nr. 041933049 called below as “the creditor”
and
B.
Cosmos Holdings, Inc., 141 West Jackson BLVD Suite 4236, Chicago, IL 60604, legally represented, called below as “borrower”
The parties agreed about the following.
The “borrower” has asked from the “creditor” a certain amount of money.
Thereby, the “creditor” undertakes to help the “borrower” by the present loan agreement, which shall be ruled by the following provisions.
1
. AMOUNT.
The loan is agreed to the amount of USD 100.000-, which will be deposited to the “borrower’s” bank account at JPMorgan Chase Bank N.A. Account nr 897576328, SWIFT: CHASUS33.
2
. DURATION.
The duration of the loan is agreed until June 30th 2015, which both parties agreed to be “the termination date”. Until the above date the “borrower” must refund the amount of USD 100.000.- to the “creditor”, in total. An annual interest of 2% shall be imposed to the above amount until the above set termination date. Any payment after the termination date till the final discharge is agreed to be dealt with as an overdue payment, bearding the legal interest for such payments, according to applicable law.
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. JURISDICTION.
Every dispute, related to this agreement shall be resolved amicably. In any other case this agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of Greece.
The parties irrevocably agree that the courts of Thessaloniki Greece have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.
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. FINAL REGULATIONS.
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1.
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In case of a non duly discharge of the above loan, the parties agree that the “creditor” retains the right to issue against the “borrower” an Order of Payment in the Court of Thessaloniki.
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2.
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No provisions of this contract may be changed, amended or waived, except by a written notice signed by both Parties hereto.
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3.
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No term, condition, understanding or agreement purporting to modify, vary or waive the terms of this document shall be binding, unless hereafter agreed to in writing by both Parties.
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4.
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This agreement is written in the English language, which both Parties declare that they fully understand. All the following correspondence will be sent in English.
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This agreement is made in two copies, each party hereto declaring having received an original copy.
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The creditor
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The borrower.
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