Cosmos Holdings Inc. (OTCMKTS:SSTC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreement
On November 16, 2016, Cosmos Holdings Inc. (the Company) entered
into a Stock Purchase Agreement (the Medihlem SPA) with Medihelm
Pharmaceutical Wholesellers SA (Medihlem), Konstantinos
Metsovitis (the Medihelm Stockholder) and Eleni Metsovitis. The
SPA provides for the following:
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At closing, as consideration for all of the stock of Medihelm, the Company shall issue the Medihelm Stockholder two hundred thousand (200,000) shares of restricted common stock of the Company. |
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The Company also agreed that following the closing of the Medihelm SPA, Eleni Metsovitis would receive 3,100,000 shares of the Companys restricted common stock and shall be retained as Medihelms chief operating officer and director and shall be appointed to the Board of Directors of the Company. |
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The closing is subject to, among other things, the completion of the Companys due diligence of Medihelm and the delivery of audited financial statements of Medihelm by a registered PCAOB auditor. The Medihelm SPA provides Medihelm with a period of forty-five (45) days to submit all due diligence items required by the Company. The Company shall be entitled to a period of ten (10) days to review all due diligence materials and audited financials provided by Medihelm. In the event the Company does not approve of any due diligence item, the Company is entitled to terminate the transactions contemplated by the Medihelm SPA. The Company anticipates that Medihelm will deliver disclosure schedules referenced in the SPA prior to closing in accordance with the due diligence obligations described in the Medihelm SPA. |
The foregoing description of Medihelm SPA is only a summary, does
not purport to be complete and is qualified in its entirety by
reference to the full text of the agreement, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On November 18, 2016, the Board of Directors of Company appointed
John J. Hoidas as a member of the Board of Directors of the
Company. The Company anticipates entering into an agreement with
Mr. Hoidas within thirty (30) days of his appointment that will
set forth the material terms of his engagement with the Company.
Mr. Hoidas is a registered broker dealer. Mr. Hoidas has served
as a broker for the following firms during the corresponding
periods:
| 09/2013 – Present UHLMANN INVESTMENT MANAGEMENT | |
| 09/2013 – Present UHLMANN PRICE SECURITIES, LLC | |
| 08/2008 – Present BREWER INVESTMENT GROUP CHICAGO, IL | |
| 11/2010 – 09/2013 KINGSBURY CAPITAL INVESTMENT ADVISORS | |
| 11/2010 – 09/2013 KINGSBURY CAPITAL LLC | |
| 11/2010 – 09/2013 SPENCER TRASK VENTURES |
ITEM9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
(d) Exhibits
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10.1 |
Stock Purchase Agreement, dated as of November 16, 2016, by |
About Cosmos Holdings Inc. (OTCMKTS:SSTC)
Cosmos Group Holdings Inc., formerly Safe and Secure TV Channel, Inc., is a development-stage company. The Company is seeking business opportunities. The Company does not offer any products and services. The Company has not generated any revenue. Cosmos Holdings Inc. (OTCMKTS:SSTC) Recent Trading Information
Cosmos Holdings Inc. (OTCMKTS:SSTC) closed its last trading session at 1.00 with 792 shares trading hands.