UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 24, 2018

Registrant’s telephone number, including area code (312) 865-0026

N/A

(Former name or former address, if changed since last report.)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter). 

Emerging growth company o  

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 13(a) of the Exchange Act. o  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) 

On May 24, 2018, Cosmos Holdings Inc (the “Company”) entered into a first Amendment (the “Amendment”) to Share Exchange Agreement (the “SEA”) by and among Marathon Global Inc (“Marathon”) a corporation incorporated under the laws of the Province of Ontario, Canada; Kaneh Bosm Biotechnology Inc (“KBB”) a corporation incorporated under the laws of the Province of British Colombia and a public reporting company on the Canadian Securities Exchange and certain other sellers of Marathon capital stock. Pursuant to the terms of the Amendment, the Company transferred half of its interest in Marathon. The Company received 5 million shares of KBB constituting approximately 9% percent of the capital stock of KBB issued and outstanding, plus CAD $2,000,000 under the SEA.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.