UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM 10-K
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from __________ to __________
Commission file number: 000-54436
COSMOS HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 27-0611758 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
| ||
141 West Jackson Blvd, Suite 4236, Chicago, IL. |
| 60604 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number: (312) 536-3102
Securities registered under Section 12(b) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
None |
| not applicable |
Securities registered under Section 12(g) of the Exchange Act:
Title of each class |
| Name of each exchange on which registered |
Common Stock, par value $0.001 |
| not applicable |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨
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 | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) | Emerging growth company | o |
If an emerging growth company, indicate by checkmark 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter $24,880,306 as of June 30, 2018.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 13,305,030 as of April 16, 2019.
EXPLANATORY NOTE
This amendment to Form 10-K is being filed soley to include XBRL interactive data files.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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101.INS |
| XBRL Instance Document** |
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101.SCH |
| XBRL Taxonomy Extension Schema Document** |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document** |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document** |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document** |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document** |
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| Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.** |
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* | Filed with this Report | ||
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(1) | Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-162597) filed by the Registrant on October 20, 2009. | ||
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(2) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 1, 2014. | ||
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(3) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on January 9, 2017. | ||
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(4) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015. |
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(5) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on August 16, 2016. | ||
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(6) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on September 16, 2016. | ||
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(7) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on October 5, 2016. | ||
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(8) | Incorporated by reference to the Current Report on Form 8-K dated as of November 16, 2016 filed by the Registrant on November 22, 2016. | ||
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(9) | Incorporated by reference to the Current Report on Form 8-K dated as of November 17, 2016 filed by the Registrant on November 22, 2016. | ||
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(10) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on February 13, 2017. | ||
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(11) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on March 28, 2017. | ||
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(12) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 14, 2017. | ||
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(13) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant in October 11, 2017. | ||
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(14) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 16, 2017. | ||
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(15) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 18, 2017. | ||
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(16) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 1, 2014. | ||
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(17) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 26, 2014. | ||
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(18) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on January 5, 2015. | ||
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(19) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 31, 2015. | ||
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(20) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015. | ||
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(21) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on December 27, 2017. | ||
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(22) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on February 21, 2018. | ||
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(23) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 19, 2018. | ||
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(24) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 22, 2018. | ||
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(25) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 3, 2013. | ||
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(26) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 5, 2018. | ||
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(27) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 31, 2018. | ||
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(28) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 26, 2018. |
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(29) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 19, 2018. | ||
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(30) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 17, 2018. | ||
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(31) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 27, 2018. | ||
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(32) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 19, 2018. | ||
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(33) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 13, 2018. | ||
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(34) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 21, 2018. | ||
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(35) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on January 25, 2019. | ||
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(36) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 6, 2019. | ||
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(37) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 19, 2019. | ||
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(38) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 7, 2019. | ||
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(39) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 4, 2019. | ||
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(40) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 31, 2018. | ||
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(41) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 4, 2018. | ||
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** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this amendment no. 1 to Form 10-K report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cosmos Holdings Inc. | ||
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Date: April 17, 2019 | By: | /s/ Grigorios Siokas | |
| Grigorios Siokas | ||
| Chief Executive Officer (Principal Executive Officer, Acting Principal Financial Officer and Acting Principal Accounting Officer ) |
In accordance with the Exchange Act, this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Signatures |
| Title |
| Date | |||||
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/s/ Grigorios Siokas |
| Chief Executive Officer |
| April 17, 2019 | |||||
Grigorios Siokas |
| (Principal Executive Officer, Acting Principal Financial Officer and Acting Principal Accounting Officer) and Director | |||||||
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/s/ Dimitrios Goulielmos |
| Director |
| April 17, 2019 | |||||
Dimitrios Goulielmos |
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/s/ Demetrios G. Demetriades |
| Secretary and Director |
| April 17, 2019 | |||||
Demetrios G. Demetriades |
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/s/ John J. Hoidas |
| Director |
| April 17, 2019 | |||||
John J. Hoidas |
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