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) May 24, 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 o  

 

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. o  

 

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 8.01.   OTHER EVENTS.

 

On May 24, 2018, Cosmos Holdings Inc (the “Company”) entered into a first Amendment (the “Amendment”) to Share Exchange Agreement (the “SEA”) by and among Marathon Global Inc (“Marathon”) a corporation incorporated under the laws of the Province of Ontario, Canada; Kaneh Bosm Biotechnology Inc (“KBB”) a corporation incorporated under the laws of the Province of British Colombia and a public reporting company on the Canadian Securities Exchange and certain other sellers of Marathon capital stock. Pursuant to the terms of the Amendment, the Company transferred half of its interest in Marathon. The Company received 5 million shares of KBB constituting approximately 9% percent of the capital stock of KBB issued and outstanding, plus CAD $2,000,000 under the SEA.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

 

 

(d)

 

Exhibits -

Item No-

 

Description

10.1.

 

First Amendment to Share Exchange Agreement dated May 24, 2018

 

 

2

 
 

  

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: May 31, 2018 By:

/s/ Grigorios Siokas

 

 

Grigorios Siokas

 
   

Chief Executive Officer

 

 

 

3

 

EXHIBIT 10.1

 

FIRST AMENDMENT TO

SHARE EXCHANGE AGREEMENT

 

THIS AGREEMENT made as of the 24 th day of May, 2018.

 

AMONG

 

THE PERSONS IDENTIFIED ON SCHEDULE A TO THIS AGREEMENT AS THE SELLERS,

 

(together, the “ Sellers ”)

 

AND

 

MARATHON GLOBAL INC. , a corporation incorporated under the laws of the Province of Ontario

 

(“ Marathon ”)

 

AND

 

KANEH BOSM BIOTECHNOLOGY INC. , a corporation incorporated under the laws of the Province of British Columbia

 

(“ KBB ”)

 

WHEREAS the parties entered into a Share Exchange Agreement dated May 17, 2018 (the “ Agreement ”);

 

AND WHEREAS the parties have agreed to amend the Agreement as set out in this amending agreement;

 

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual provisions and covenants herein and in the Agreement, the parties hereby agree as follows:

 

1.

The Agreement is hereby amended as follows:

 

 

 

 

(a)

Schedule A of the Agreement is hereby deleted and Schedule A hereto is hereby inserted in its place.

 

 

 

2.

In all other respects the terms and conditions set forth in the Agreement shall remain unamended, and time shall remain of the essence.

 

 

 

3.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in this Agreement.

 

 
1
 
 

 

IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first above written.

 

MARATHON GLOBAL INC.

 

KANEH BOSM BIOTECHNOLOGY INC.

 

 

   

 

   

By: 

/s/ Gavin Treanor  

By:

/s/ Eugene Beukman  

 

(Authorized Signatory)  

 

(Authorized Signatory)  

 

 

 

 

 

 

SELLERS:

 

 

 

 

 

 

 

 

 

 

COSMOS HOLDINGS INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Grigorios Siokas

 

 

 

 

 

(Authorized Signatory)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNED, SEALED & DELIVERED

In the presence of:

 

 

 

 

 

 

 

 

 

 

 

/s/ Gavin Treanor

 

 

 

 

 

Gavin Treanor

 

 

 

 

 

 

 

 

 

 

 

SIGNED, SEALED & DELIVERED

In the presence of:

 

 

 

 

 

 

 

 

 

 

 

/s/ Lianne Treanor

 

 

 

 

 

Lianne Treanor

 

 

 

 

 

 

 

 

 

 

 

SIGNED, SEALED & DELIVERED

In the presence of:

 

 

 

 

 

 

 

 

 

 

 

/s/ Brian Treanor

 

 

 

 

 

Brian Treanor

 

 

 
2
 
 

 

SCHEDULE A

 

THE SELLERS, PURCHASED SHARES AND PAYMENT SHARES

 

Sellers

 

Shareholder Address

 

Number of Purchased Shares Held

 

 

Number of Payment Shares to be Received

 

Cosmos Holdings Inc.

 

 

 

 

2,500,000

 

 

 

5,000,000

 

Gavin Treanor

 

 

 

 

2,250,000

 

 

 

4,500,000

 

Lianne Treanor

 

 

 

 

2,250,000

 

 

 

4,500,000

 

Brian Treanor

 

 

 

 

500,000

 

 

 

1,000,000

 

 

 

Total

 

 

7,500,000

 

 

 

15,000,000

 

 

 

3