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.

 

 
2

 

 

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

 

Title

 

Date

 

 

 

 

 

 /s/ Grigorios Siokas

 

 

 

 

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

 

 

 

 

 

*/s/ Demetrios G. Demetriades

 

Demetrios G. Demetriades

 

Secretary and Director

 

October 17, 2022

 

 

 

 

 

*/s/ Anastasios Aslidis

 

 

 

 

Anastasios Aslidis

 

Director

October 17, 2022

 

 

 

 

 

*/s/ John J. Hoidas

 

John J. Hoidas

 

Director

October 17, 2022

 

 

Dimitrios Goulielmos

 

Director

 

__________, 2022

 

 

 

 

 

*/s/ Grigorios Siokas

 

 

 

 

Grigorios Siokas, Attorney‑in‑Fact

 

October 17, 2022

 

 
3

 

 

EXHIBIT INDEX

 

Exhibit Number

 

Description of Exhibit

 

 

 

5.1

 

Opinion of Davidoff Hutcher & Citron LLP

 

 

 

23.1

 

Consent of Armanino LLP, independent registered public accounting firm

 

 

 

23.2

 

Consent of Davidoff Hutcher & Citron LLP (included in Exhibit 5.1)

 

 

 

24.1*

 

Power of Attorney

 

 

 

107

 

Filing Fee Table

 

*

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.

  

 
4

 

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.

 

 

 

 

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.

 

 

 

 

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.

 

 

 

 

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.

 

 

 

 

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,

 

 

 

/s/: Davidoff Hutcher & Citron LLP

 

Davidoff Hutcher & Citron LLP

 

 

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

 

 

San Francisco, California

 

 

 

 

October 18, 2022

 

 

 

 

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

 

 

Security Type

Security

Class

Title

Fee Calculation

or Carry Forward

 Rule

Amount Registered

Proposed Maximum Offering

Price Per

Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form

Type

Carry Forward

File

Number

Carry

Forward

 Initial effective

 date

Filing Fee Previously

Paid In Connection

with Unsold Securities to

be Carried Forward

 

Newly Registered Securities

Fees to be

Paid

Equity

Common Stock

457(c)

7,692,308 (1)(2)

$0.17(3)

$1,400,000 (4)

$.00001120

$156.80

 

 

 

 

Fees to be Paid

Pre-Funded Warrants

Common Stock

457(g)

7,692,308 (5)

$0.17(6)

$1,400,000 (4)

$.00001120

(7)

 

 

 

 

Fees to be Paid

Warrants

Common Stock

457(g)

15,384,616 (8)

$0.17(6)

$2,800,000

$.00001120

$313.60

 

 

 

 

Fees Previously

Paid

 

 

 

 

 

 

 

 

 

 

 

 

Total Amount of Registration Fee

 

 

 

 

 

 

 

$470.40 

 

 

 

 

Carry Forward Securities

 

Carry Forward

Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Offering Amounts

 

 

 

 

 

 

 

 

 

 

Total Fees Previously Paid

 

 

 

 

 

 

 

 

 

 

Total Fee Offsets

 

 

 

 

 

 

 

 

 

 

Net Fee Due (9)

 

 

 

 

 

 

 

 

 

 

_____________________________ 

(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.

 

 

(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.

 

 

(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.

 

 

(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).

 

 

(5)

Represents an aggregate of 7,692,308 shares of Common Stock issuable upon full exercise of the Common Stock Purchase Warrants.

 

 

(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.

 

 

(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.

 

 

(8)

Represents an aggregate of up to 15,384,616 shares of Common Stock issuable upon full exercise of the Common Warrants.

 

 

(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

 

 

Registrant

or Filer

Name

Form

or

Filing

Type

File

Number

Initial

Filing

Date

Filing

Date

Fee

Offset

Claimed

Security

Type

Associated

with Fee

Offset

Claimed

Security

Title

Associated

with Fee

Offset

Claimed

Unsold

Securities

Associated

with Fee

Offset

Claimed

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed

Fee Paid

with Fee

Offset Source

Rules 457(b) and 0-11(a)(2)

Fee Offset

Claims

 

 

 

 

 

 

 

 

 

 

 

Fee Offset

Sources

 

 

 

 

 

 

 

 

 

 

 

Rule 457(p)

Fee Offset

Claims

 

 

 

 

 

 

 

 

 

 

 

Fee Offset

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