Cosmos Health Inc. Amends 8-K Filing on Auditor Change

TL;DR

Cosmos Health Inc. swapped auditors and filed an amendment to its 8-K to reflect the change.

AI Summary

Cosmos Health Inc. filed an amendment (8-K/A) on May 2, 2024, to its April 26, 2024, 8-K filing. This amendment addresses the dismissal of KPMG Certified Auditors S.A. as its independent registered public accounting firm and discloses the appointment of new auditors, as required by Item 4.01(b) of Form 8-K.

Why It Matters

This filing is important as it clarifies the company's auditor situation, which can impact investor confidence and financial reporting integrity.

Risk Assessment

Risk Level: medium — Changes in auditors can sometimes signal underlying issues with financial reporting or internal controls.

Key Players & Entities

• Cosmos Health Inc. (company) — Filer of the 8-K/A
• KPMG Certified Auditors S.A. (company) — Previously dismissed independent registered public accounting firm
• April 26, 2024 (date) — Date of original 8-K filing
• May 2, 2024 (date) — Date of the 8-K/A amendment filing

FAQ

Filing Documents

• cosm_8ka.htm (8-K/A) — 40KB
• cosm_ex991.htm (EX-99.1) — 10KB
• 0001477932-24-003315.txt ( ) — 184KB
• cosm-20240426.xsd (EX-101.SCH) — 6KB
• cosm-20240426_lab.xml (EX-101.LAB) — 15KB
• cosm-20240426_cal.xml (EX-101.CAL) — 1KB
• cosm-20240426_pre.xml (EX-101.PRE) — 9KB
• cosm-20240426_def.xml (EX-101.DEF) — 2KB
• cosm_8ka_htm.xml (XML) — 5KB

01 of the Original Report is amended and restated in its entirety as set forth below

Item 4.01 of the Original Report is amended and restated in its entirety as set forth below. Additionally, a new event under Item 3.01 is also being reported in the present Amendment No. 3. Except as set forth herein, no other modifications have been made to the Original Report.

01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On May 24, 2024, the Company announced that on May 21, 2024, the Company received a written notice (the "Notice") from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance with Nasdaq Listing Rules because the Company has not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the "Quarterly Report") and the Company also remains delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2023 (the "Initial Delinquent Filing"). Specifically, Nasdaq Listing Rule 5810(b) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. In accordance with the Nasdaq notification letter received on April 17, 2024, the Company has until June 17, 2024 to submit a plan to regain compliance with respect to the above referenced delinquent reports. Any exception granted by the Nasdaq staff to allow the Company to regain compliance, if granted, will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or October 14, 2024. If Nasdaq does not accept the Company's Plan, the Company will have the opportunity to appeal that decision to a Hearings Panel. The April 17, 2024 and May 21, 2024 Nasdaq letters have no immediate effect on the listing of the Company's shares. The Company is continuing working diligently to complete and file the Annual Report and the Quarterly Report in order to regain compliance with the Nasdaq Listing Rules. The press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated herein by reference. 2

01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Dismissal of Previous Independent Registered Public Accounting Firm On April 26, 2024, the Company dismissed KPMG as the Company's independent registered accountant, effective immediately. The Company's Audit Committee, mindful of certain filing deadlines under the US securities laws, unanimously voted in favor to dismiss KPMG as the Company's independent auditors. KPMG was unable to complete the audit of the Company's financial statements for the year ended December 31, 2023 on a timely basis. The Company's Board of Directors agreed with such recommendation. KPMG had previously been appointed on August 7, 2023 as the Company's independent registered public accounting firm with the engagement of the review of the Company's Third Quarter Form 10-Q and the audit of the Company's consolidated financial statements as of and for the fiscal year ended December 31, 2023. As previously disclosed, during the two most recent fiscal years and through August 7, 2023, the Company had not consulted with KPMG regarding any matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K under the Securities Exchange Act of 1934. During the subsequent interim period from August 7, 2023 through April 25, 2024, the Company is of the opinion that: there were no (a) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, which disagreements, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter thereof in connection with its report for such period; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K. We furnished a copy of the disclosures in this report to KPMG and had requested that KPMG furnish us with a letter addressed to the SEC stating whether such firm agrees with the statemen

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibit No. Exhibit Title or Description 16.1 Letter from KPMG to the SEC* 16.2 Response Letter from Cosmos Health Inc. to KPMG* 99.1 Press Release of Cosmos Health Inc. dated May 24, 2024 and titled "Cosmos Health Receives Additional Delinquency Letter from Nasdaq Regarding Late Filings of Its Forms 10-K and 10-Q" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Previously filed in Amendment No.1. 4

SIGNATURES

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. COSMOS HEALTH INC. Date: May 24, 2024 By: /s/ Georgios Terzis Georgios Terzis Chief Financial Officer 5

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