Cosmos Holdings Announces $6 Million Private Placement of Convertible Preferred Stock and Approval to List on the Nasdaq

CHICAGO, Feb. 28, 2022 (GLOBE NEWSWIRE) -- (“the Company") (OTCQX: ), an international pharmaceutical company with a proprietary line of nutraceuticals and distributor of branded and generic pharmaceuticals, nutraceuticals, OTC medications and medical devices, today announced a private placement offering to certain institutional investors and an insider of the Company to purchase 6,000 shares of Series A Convertible Preferred Stock and warrants to purchase 2,000,000 shares of common stock. Each share of Series A Convertible Preferred Stock has a purchase price of $1,000.00, representing 100% of the stated value of each share of preferred stock, resulting in gross proceeds of approximately $6 million, before deducting financial advisory fees and other estimated offering expenses. As a condition to closing of the sale, the Company’s common stock has received conditional approval for listing and trading on the Nasdaq Capital Market and will commence trading today, under the trading symbol “COSM”.

Greg Siokas, Chief Executive Officer of Cosmos Holdings, stated, "We are delighted to announce our listing on the Nasdaq, which marks a major milestone for the Company and reflects our tremendous progress to date. We have built a highly scalable business model and continue to rapidly expand our distribution network worldwide, opening new markets for our proprietary lines of nutraceuticals as well as third-party branded pharmaceuticals. Importantly, we are well positioned to generate strong organic growth, including both our full-line wholesale products, as well as our proprietary nutraceutical brand, Sky Premium Life^®.”

“Concurrent with the Nasdaq listing, we entered into an agreement to raise $6 million from institutional investors, in which I am also participating. Prior to this latest financing, we also significantly enhanced our balance sheet, as evidenced by the fact we converted over $11.0 million of the Company’s debt into equity. As part of this conversion, I converted $6.0 million of the Company’s debt owed to me at a premium valuation to the market, further illustrating the tremendous confidence I have in the outlook for the business. The completion of these financings strengthens our balance sheet and provides us capital to accelerate our growth strategy as we add more distributors worldwide, roll-out additional products and execute on our new e-commerce and online global distribution initiatives. We believe that listing on Nasdaq offers us enhanced credibility in the capital markets and exposure opportunities within our industry, which will allow us to accelerate organic growth and strategic M&A activity to drive profitability and shareholder value for years to come.”

The Company and the holders of the Series A Convertible Preferred Stock also entered into a registration rights agreement to register the resale of the shares of common stock issuable upon conversion of the preferred shares and the shares of common stock issuable upon exercise of the warrants to purchase shares of common stock. The Series A Convertible Preferred Stock will be convertible into shares of the Company’s common stock at the lower of (i) $3.00 or (ii) 80% of the average VWAP for the Company’s common stock for the five (5) trading days immediately following the effectiveness of the resale registration statement.

The warrants will be exercisable at $3.30 per share, or 110% of the Series A Convertible Preferred Stock conversion price, subject to certain adjustments, and will expire five and one-half years following the initial exercise date of the warrants.

The Series A Convertible Preferred Stock, the shares of common stock issuable upon conversion of the preferred stock, and the warrants are being issued in reliance upon the exemption from the securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506 of Regulation D as promulgated by SEC under the 1933 Act. The Series A Convertible Preferred Stock, the shares of common stock issuable upon conversion of the preferred stock, and the warrants have not been registered under the 1933 Act and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

About Cosmos Holdings, Inc.

Cosmos Holdings Inc. is an international pharmaceutical company, with a proprietary line of nutraceuticals and distributor of branded and generic pharmaceuticals, nutraceuticals, OTC medications and medical devices through an extensive, established EU distribution network. The Company identifies, acquires, develops and commercializes products that improve patients' lives and outcomes and has developed a global distribution platform and is currently expanding throughout Europe, Asia and North America. Cosmos Holdings has offices and distribution centers in Thessaloniki, Greece, Athens, Greece and Harlow, UK. More information is available at and .

Forward-Looking Statements

With the exception of the historical information contained in this news release, the matters described herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by, or that otherwise, include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could”, are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. These statements, involve unknown risks and uncertainties that may individually or materially impact the matters discussed, herein for a variety of reasons that are outside the control of the Company, including, but not limited to, the Company’s ability to raise sufficient financing to implement its business plan, the impact of the COVID-19 pandemic on the Company’s business, operations and the economy in general, and the Company’s ability to successfully develop and commercialize its proprietary products and technologies. Readers are cautioned not to place undue reliance on these forward- looking statements, as actual results could differ materially from those described in the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s filings with the SEC, which are available at the SEC’s website (). The Company disclaims any intention or obligation to update, or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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