AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2022
Registration Statement No. 333-_____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COSMOS HOLDINGS INC. |
(Exact name of Registrant as specified in its Charter) |
Nevada |
| 5122 |
| 27-0611758 |
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification No.) |
141 West Jackson Blvd, Suite 4236
Chicago, IL 60604
(312) 536-3102
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Greg Siokas
Chief Executive Officer
141 West Jackson Blvd, Suite 4236
Chicago IL, 60604
(312) 536-3102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Elliot H. Lutzker, Esq. Davidoff Hutcher & Citron, LLP 605 Third Avenue, 34th Floor New York, NY 10158 (212) 557-7200 |
| Gerald Guarcini, Esq. Peter Jaslow, Esq. Ballard Spahr LLP 1735 Market Street, 51st Street Philadelphia, PA 19103 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-267505
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of Securities Act. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, for the sole purpose of increasing the aggregate offering price of shares of common stock, pre-funded warrants and common warrants to be offered by Cosmos Holdings, Inc., or the Registrant, by $1,400,000. The contents of the Registration Statement on Form S-1 (File No. 333-267505) filed by the Registrant with the Securities and Exchange Commission, or the Commission, pursuant to the Securities Act, or the Prior Registration Statement, which was declared effective by the Commission on October 17, 2022, including all exhibits to the Prior Registration Statement, are incorporated by reference into this Registration Statement. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fees table contained in the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 17th day of October 2022.
| COSMOS HOLDINGS INC. | ||
| By: | /s/ Grigorios Siokas | |
| Name: | Grigorios Siokas | |
| Title: | Chief Executive Officer |
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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/s/ Grigorios Siokas |
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Grigorios Siokas |
| Chief Executive Officer (Principal Executive Officer) |
| October 17, 2022 |
/s/ Georgios Terzis | ||||
Georgios Terzis |
| Chief Financial Officer (Principal Accounting and Financial Officer) |
| October 17, 2022 |
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*/s/ Demetrios G. Demetriades |
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Demetrios G. Demetriades |
| Secretary and Director |
| October 17, 2022 |
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*/s/ Anastasios Aslidis |
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Anastasios Aslidis |
| Director | October 17, 2022 | |
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*/s/ John J. Hoidas |
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John J. Hoidas |
| Director | October 17, 2022 | |
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Dimitrios Goulielmos |
| Director |
| __________, 2022 |
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*/s/ Grigorios Siokas |
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Grigorios Siokas, Attorney‑in‑Fact |
| October 17, 2022 |
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EXHIBIT INDEX
Exhibit Number |
| Description of Exhibit |
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| Consent of Armanino LLP, independent registered public accounting firm | |
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| Consent of Davidoff Hutcher & Citron LLP (included in Exhibit 5.1) | |
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24.1* |
| Power of Attorney |
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* | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-267505), originally filed with the Securities and Exchange Commission on September 19, 2022 and incorporated by reference herein. |
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EXHIBIT 5.1
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue, 34th Floor
New York, New York 10158
| October 18, 2022 |
Cosmos Holdings Inc.
141 West Jackson Blvd, Suite 4236
Chicago, Illinois 60604
| Re: | Securities Registered Under Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel for Cosmos Holdings Inc., a Nevada corporation (the “Company”), in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-267505) (as amended or supplemented, the “Initial Registration Statement” first filed on September 19, 2022 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement.” This opinion letter is furnished to you in connection with your filing of the 462(b) Registration Statement, relating to the registration of the offering by Cosmos Holdings, Inc., a Nevada corporation (the “Company”) of the sale of up to 23,076,924 shares of its Common Stock, par value $0.001 per share (the “Common Stock”), consisting of 7,692,308 shares of Common Stock or 7,692,308 shares of Common Stock issuable upon the exercise and payment of Pre‑Funded Warrants and 15,384,616 shares of Common Stock issuable upon the issuance and payment of Common Stock Purchase Warrants (collectively, the “Warrants”). The Common Stock and Warrants are being offered and sold pursuant to this Registration Statement pursuant to Rule 415 under the Securities Act in connection with the prospectus forming a part of the Initial Registration Statement on Form S-1 under the Securities Act (No. 333-267505). The Common Stock and Warrants are being sold by the Company.
In connection with this opinion, we have assumed that the Registration Statement, and any amendments thereto will have become effective and the Common Stock will be sold in the manner described in the Registration Statement and the Prospectus included therein.
In connection with the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessa1y for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents. We have also reviewed such questions of law as we have deemed necessary or appropriate.
As to matters of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
| 1. | The Common Stock to be issued and sold by the Company has been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Securities Purchase Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. |
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| 2. | The Pre-Funded Warrants to be issued and sold by the Company have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Securities Purchase Agreement, will constitute valid and binding obligations of and enforceable against the Company in accordance with their terms under the laws of the jurisdiction governing the Warrants. |
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| 3. | The Pre-Funded Warrant Shares to be issued by the Company upon exercise of the Pre-Funded Warrants have been duly validly authorized and reserved for issuance and, when issued in accordance with the terms of the Pre-Funded Warrants and the Securities Purchase Agreement, will be validly issued, fully paid and non-assessable. |
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| 4. | The Common Warrants to be issued and sold by the Company have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Securities Purchase Agreement, will constitute valid and binding obligations of and enforceable against the Company, in accordance with their terms under the laws of the jurisdiction governing the Warrants. |
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| 5. | The Common Warrant Shares to be issued by the Company upon exercise of the Common Warrants have been duly validly authorized and reserved for issuance and, when issued in accordance with the terms of the Common Warrants and the Securities Purchase Agreement, will be validly issued, fully paid and non-assessable. |
The foregoing opinions are limited in all respects to the facts as they currently exist and the General Corporation Law of the State of Nevada (including the applicable provisions of the Nevada Constitution), the New York Business Corporation Law and the reported judicial decisions interpreting these laws and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts.
We hereby consent to the statements with respect to us under the heading “Legal Matters” in the Prospectus contained in the Initial Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Rule 462(b) Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
| Sincerely, | |
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/s/: Davidoff Hutcher & Citron LLP | ||
| Davidoff Hutcher & Citron LLP |
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cc: Cosmos Holdings Inc. |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-1 (No.333- • ) of our report dated April 15, 2022, with respect to the consolidated financial statements of Cosmos Holdings, Inc., included in Cosmos Holdings’ Annual Report on Form 10-K for the year ended December 31, 2021. Our report contains an explanatory paragraph regarding Cosmos Holdings’ ability to continue as a going concern. We also consent to the reference of our firm under the caption “Experts” in the Registration Statement.
| /s/ Armanino LLP |
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| San Francisco, California |
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October 18, 2022 |
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EXHIBIT 107
Calculation of Filing Fee Tables
S-1
(Form Type)
Cosmos Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
N/A
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward Securities
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(1) | There are being registered under this registration statement such indeterminate number of shares of common stock and preferred stock; such indeterminate number of warrants to purchase common stock, preferred stock, and/or units; and such indeterminate number of units as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $1,400,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Includes consideration to be received by the registrant, if applicable, for registered securities that are issuable upon exercise, conversion or exchange of other registered securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. |
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(2) | The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with, and at the time of, the issuance of the securities and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Pursuant to General Instruction II.C. of Form S-3 under the Securities Act, the registration fee is calculated on the basis of the maximum offering price of all securities listed in the Fee Table. |
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(3) | Calculated pursuant to Rule 457(c) under the Securities Act based upon the closing price of the Registrant’s common stock as reported on the Nasdaq Capital Market on September 6, 2022 on the proposed maximum aggregate offering price of all securities listed. |
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(4) | The registration fee for securities to be offered by the Registrant is calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). |
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(5) | Represents an aggregate of 7,692,308 shares of Common Stock issuable upon full exercise of the Common Stock Purchase Warrants. |
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(6) | The exercise price of the Common Stock Purchase Warrants based upon the closing price of the Common Stock set forth in Note (3) above. |
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(7) | No additional fee is required as for each Pre-Funded Warrant sold, the number of shares of Common Stock will decrease on a one-for-one basis. |
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(8) | Represents an aggregate of up to 15,384,616 shares of Common Stock issuable upon full exercise of the Common Warrants. |
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(9) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $7,000,000 on its Registration Statement on Form S-1 (File No. 333-267505), which was declared effective by the Securities and Exchange Commission on October 17, 2022. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $1,400,000 is hereby registered. |
Table 2: Fee Offset Claims and Sources
Table 3: Combined Prospectuses
Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date |
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