Cosmos Health Inc. Enters Material Definitive Agreement
Ticker: COSM · Form: 8-K · Filed: Apr 25, 2024 · CIK: 1474167
Sentiment: neutral
Topics: material-agreement, corporate-action
TL;DR
Cosmos Health Inc. signed a big deal on 4/19, terms TBD but it's a material change.
AI Summary
Cosmos Health Inc. announced on April 19, 2024, that it entered into a material definitive agreement. The filing does not specify the other party involved in the agreement or the financial terms, but it indicates a significant modification to the rights of security holders.
Why It Matters
This filing signals a significant corporate event for Cosmos Health Inc., potentially impacting its business operations, financial structure, or shareholder rights.
Risk Assessment
Risk Level: medium — The lack of specific details regarding the material definitive agreement and its impact on security holders introduces uncertainty.
Key Players & Entities
- Cosmos Health Inc. (company) — Registrant
- April 19, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
FAQ
What is the nature of the material definitive agreement entered into by Cosmos Health Inc.?
The filing states that Cosmos Health Inc. entered into a material definitive agreement on April 19, 2024, but does not provide specific details about the agreement's nature or terms.
Who is the other party to the material definitive agreement?
The filing does not disclose the name of the other party involved in the material definitive agreement.
What are the specific modifications to the rights of security holders mentioned in the filing?
The filing indicates material modifications to the rights of security holders as a result of the agreement, but the specific details of these modifications are not provided.
What is the significance of the 'Material Modifications to Rights of Security Holders' item?
This item signifies that the agreement entered into by Cosmos Health Inc. will alter the rights or privileges associated with its outstanding securities.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on April 19, 2024.
Filing Stats: 2,100 words · 8 min read · ~7 pages · Grade level 14.3 · Accepted 2024-04-25 17:23:44
Key Financial Figures
- $0 — anding share of common stock, par value $0.001, of the Company (each, a "Common Sh
- $0.001 — Shares. The Exercise Price is equal to $0.001 per share. Rights may be exercised in
Filing Documents
- cosm_8k.htm (8-K) — 42KB
- cosm_ex41.htm (EX-4.1) — 241KB
- 0001477932-24-002332.txt ( ) — 457KB
- cosm-20240419.xsd (EX-101.SCH) — 6KB
- cosm-20240419_lab.xml (EX-101.LAB) — 14KB
- cosm-20240419_cal.xml (EX-101.CAL) — 1KB
- cosm-20240419_pre.xml (EX-101.PRE) — 9KB
- cosm-20240419_def.xml (EX-101.DEF) — 2KB
- cosm_8k_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement On April 22, 2024, Cosmos Health Inc. (the "Company") entered into a Rights Agreement (the "Rights Agreement"), by and between the Company and Globex Transfer, LLC, as Rights Agent (the "Rights Agent"), which Rights Agreement was previously approved and adopted by the Board of Directors of the Company on November 21, 2023. Pursuant to the Rights Agreement, the Board declared a dividend of one common share purchase right (each, a "Right") for each outstanding share of common stock, par value $0.001, of the Company (each, a "Common Share" and, collectively, the "Common Shares"). The Rights are distributable to stockholders of record as of the close of business on April 19, 2024 (the "Record Time"). The issuance will consist of one Right in respect of each Common Share of the Company issued after the Record Time and prior to the earlier of the Separation Time (as defined in the Rights Agreement) and the Expiration Time (as defined in the Rights Agreement). The Rights Agent will act in connection with the issuance, transfer, and exchange of the Rights in book entry form, as well as the issuance, transfer, exchange and replacement of Rights Certificates (as defined in the Rights Agreement) if applicable, the exercise of Rights and other related matters. The Rights Agreement will be in place for a period of five years subject to further shareholder ratification as set out therein. In general, the Rights Agreement works by causing substantial dilution to any person or group that acquires beneficial ownership of twenty percent (20%) or more of the Common Shares without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender, or exchange offer or other business combination involving the Company that is not approved by the Board. The Rights Agreement is not intended to interfere with any merger, te
03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 4
01 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Number 4.1 Cosmos Rights Agreement and Rights Certificate 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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: April 24, 2024 By: /s/ Georgios Terzis Georgios Terzis Chief Financial Officer 6