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 13, 2016
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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 |
000-54436 |
27-0611758 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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141 West Jackson Blvd, Suite 4236, Chicago, Illinois |
60604 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code (312) 865-0026
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:
¨ 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 13, 2016, Sky Pharm S.A. (“Sky Pharm”), a wholly owned subsidiary of Cosmos Holdings Inc., a Nevada corporation (the “Company”) entered into a First Deed of Amendment (the “Amendment”) to Loan Facility Agreement (the “Loan Facility”) dated as of August 4, 2016 and guaranteed by Grigorios Siokas, with Synthesis Peer-To Peer-Income Fund (the “Lender”). The Loan Facility provided Sky Pharm with a credit facility of up to $1,292,769. The Amendment increased the Loan Facility to $1,532,974 as a result of the Lender having advanced $240,251 to Sky Pharm. The advance was treated as an increase in the maximum funding amount. As of the date hereof, the Company has taken an advance of $1,532,974.
The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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10.1 |
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First Deed of Amendment relating to Loan Facility Agreement, dated as of August 4, 2016, by and among Sky Pharm S.A., as Borrower, Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund, as Lender. |
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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. | |||
| Date: September 16, 2016 | By: | /s/ Grigorios Siokas | |
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Grigorios Siokas | |
| 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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First Deed of Amendment relating to Loan Facility Agreement, dated as of August 4, 2016, by and among Sky Pharm S.A., as Borrower, Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund, as Lender. |
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EXHIBIT 10.1
EXECUTION COPY
Dated 13 September 2016
SKY PHARM S.A.
AS BORROWER
AND
GRIGORIOS SIOKAS
AS GUARANTOR
AND
SYNTHESIS PEER-TO-PEER INCOME FUND
AS LENDER
FIRST DEED OF AMENDMENT
relating to the
Loan Agreement dated 4 August 2016
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Index
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Clause |
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Page |
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| 1 |
Definitions |
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7 |
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| 2 |
Amendment |
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7 |
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advance |
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8 |
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guarantee |
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8 |
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Miscellaneous |
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8 |
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Applicable law and Jurisdiction |
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8 |
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EXECUTION PAGE |
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9 |
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THIS DEED OF AMENDMENT is made on the 13 th day of September 2016 (the “ Deed ”)
PARTIES
SKY PHARM S.A. ( ΦΑΡΜΑΠΟΘΗΚΗ ΣΚΑΪ ΦΑΡΜ Α . Ε . ), a société anonyme duly incorporated and validly existing and operating under the laws of the Hellenic Republic, holder of General Commercial Registry (ΓΕΜΗ) No. 131417304000 and Tax Registration No. 800597686/Tax Authority FAE Thessaloniki, having its registered office at 5, Agiou Georgiou Street, 57001 Thessaloniki (the “ Borrower ”);
SYNTHESIS PEER-TO-PEER INCOME FUND an exempted company incorporated in the Cayman Islands with limited liability, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman, as lender (the “ Lender ”); and
GRIGORIOS SIOKAS , resident of Neo Risio P.O. Box 374, 57001, Thessaloniki, with Greek ID No: AH356375, issued at Litochoro, Pierias and Greek AFM: 126793707, DOY Z' Thessalonikis (the “ Guarantor ”).
BACKGROUND
The Lender, the Borrower and the Guarantor entered into a loan facility agreement for a facility of $1,292,769 (the “ Facility Agreement ”) dated 4 August 2016.
Following the execution of the Facility Agreement, in addition to the original facility amount the Lender has advanced a further sum of $240,250.65 to the Borrower which has been agreed by the Lender, Borrower and Guarantor to be treated as an increase in the maximum facility amount, subject to the terms and conditions of the Facility Agreement and guaranteed by the Guarantor as provided in the Facility Agreement.
The parties to the Facility Agreement therefore wish to amend the Facility Agreement as provided herein in order to increase the maximum loan amount.
IT IS AGREED as follows:
DEFINITIONS
Defined expressions
Words and expressions defined in the Facility Agreement shall have the same meanings when used in this Deed unless the context otherwise requires.
AMENDMENT
The Facility Agreement shall be amended as follows:
Clause 2.1 of the Facility Agreement shall be replaced in full as follows:
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“2. |
1 Subject to the terms of this Agreement, and in reliance on the representations and warranties of the Borrower and the Guarantor set out in Clause 7, the Lender agrees to make available to the Borrower the loan in one or more Advances to cover working capital requirements, as well as fees and expenses payable hereunder, in a total amount of up to $1,532,974 (one million, five hundred and thirty-two thousand, nine hundred and seventy-four US Dollars).” |
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ADVANCE
The sum of $240,204.65 (two hundred and forty thousand, two hundred and four US Dollars and sixty-five US Dollar cents) advanced to the Borrower by the Lender on or about 19 August 2016 shall be deemed to constitute an Advance under the Facility Agreement and subject to the terms and conditions thereof.
GUARANTEE
The Guarantor signs this Deed as an acknowledgement of the terms set out herein and agrees that the Guarantee set out in the Facility Agreement shall extend to the increased maximum amount of the Facility as amended hereby.
MISCELLANEOUS
Severability
All the provisions of this Deed are severable and any provision of this Deed prohibited by or unlawful or unenforceable under any applicable law shall (to the extent required by such law) be ineffective without affecting or modifying the remaining provisions of this Deed but where the provisions of any such applicable law may be waived they are hereby waived to the full extent permitted by such law to the end that this Deed shall be a valid and binding document enforceable in accordance with its terms.
APPLICABLE LAW AND JURISDICTION
This Deed shall be governed by, and construed in accordance with, English law.
Subject to Clause 0, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of, or in connection with, this Deed.
Clause 0 is for the exclusive benefit of the Lender, which reserves the right:
to commence proceedings in relation to any matter which arises out of, or in connection with, this Deed in the courts of any country other than England and which have or claim jurisdiction to that matter; and
to commence such proceedings in the courts of any such country or countries to concurrently with, or in addition to, proceedings in England or without commencing proceedings in England.
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EXECUTION PAGE
IN WITNESS WHEREOF , the parties hereto, acting in their own names or through their duly authorised representatives, have caused this Deed to be signed and delivered as a deed in their respective names as of the date first above written.
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EXECUTED as a DEED by SKY PHARM S.A. By Grigorios Siokas Authorised by virtue of resolution Of its Board of Directors dated 12 September 2016
Witnessed by: |
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) ) ) /s/ Grigorios Siokas )
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EXECUTED as a DEED by SYNTHESIS PEER-TO-PEER INCOME FUND By Spyridon Papadopoulos Duly authorised
Witnessed by: |
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) ) ) /s/ Spyridon Papadopoulos )
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EXECUTED as a DEED by By Grigorios Siokas
Witnessed by: |
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) ) /s/ Grigorios Siokas
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