Cosmos Health Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Cosmos Health signed a big deal & sold stock, filing shows.

AI Summary

Cosmos Health Inc. entered into a material definitive agreement on September 26, 2024. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are for the period ending September 26, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-41308 — SEC File Number (Identifies the company's filing history with the SEC.)
• 27-0611758 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Cosmos Health Inc. (company) — Registrant
• September 26, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 5 AGIOU GEORGIOU, PILEA, THESSALONIKI, GREECE 55438 (address) — Principal executive office address

FAQ

Key Financial Figures

• $0.001 — 4,126 shares of common stock, par value $0.001 per share (the "New Warrant Shares"), e
• $0.8701 — e Company the reduced exercise price of $0.8701 per share; In consideration for exerci
• $0 — ve an exercise price per share equal to $0.95, a premium to the closing price of $

Filing Documents

• cosm_8k.htm (8-K) — 33KB
• cosm_ex41.htm (EX-4.1) — 99KB
• cosm_ex42.htm (EX-4.2) — 98KB
• cosm_ex101.htm (EX-10.1) — 55KB
• 0001477932-24-005967.txt ( ) — 470KB
• cosm-20240926.xsd (EX-101.SCH) — 6KB
• cosm-20240926_lab.xml (EX-101.LAB) — 14KB
• cosm-20240926_cal.xml (EX-101.CAL) — 1KB
• cosm-20240926_pre.xml (EX-101.PRE) — 9KB
• cosm-20240926_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 December 28, 2023, Cosmos Health Inc. (the "Company") entered into a warrant exchange agreement (the "Warrant Exchange Agreement") with one holder (the "Holder") of certain of the Company's outstanding warrants issued on July 21, 2023 and December 21, 2022 (the "Existing Warrants"), pursuant to which the Holder received new warrants (the "December 2023 New Warrants") to purchase up to an aggregate of 4,874,126 shares of common stock, par value $0.001 per share (the "New Warrant Shares"), equal to 200% of the 2,437,063 shares of common stock issuable pursuant to the exercise of the Existing Warrants, in consideration for exercising for cash any and all of such Existing Warrants. On September 26, 2024, pursuant to an offer to exercise the existing December 2023 New Warrants from the Company to the Holder (the "Inducement Offer"), the Holder and the Company agreed that: the Holder will receive new warrants (the "2024 New Warrants") to purchase up an aggregate of 9,748,252 shares (the "New Warrant Shares") of common stock, par value $0.001 per share, equal to 200% of the 4,874,126 New Warrant Shares issued to the Holder on December 28, 2023; In consideration of the issuance of the 2024 New Warrants, pursuant to the Inducement Offer and the Company's agreement that the December 2023 New Warrants, which were issued more than six (6) months ago, may be exercised without receipt of Stockholder Approval (as defined in the December 2023 New Warrants), the Holder will pay to the Company the reduced exercise price of $0.8701 per share; In consideration for exercising the December 2023 New Warrants, the Company will issue to the Holder: (i) new unregistered Series A common stock purchase warrants (the "Series A Warrants"), to purchase up to a number of shares (the "Series A Warrant Shares") of common stock, equal to 100% of the number of New Warrant Shares, and (ii) new unregistered Series B common stock purchas

02 UNREGISTERED SALES OF EQUITY SECURITIES

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES The information contained above under Item 1.01 of this Current Report on Form 8-K in relation to the 2024 New Warrants is incorporated herein by reference. The issuance of the 2024 New Warrants is being made in reliance upon the exemption from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. AGP acted as financial advisor and will be paid 6% of the gross proceeds raised by the Company in this transaction plus legal expenses.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Number 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 10.1 Form of Inducement Offer Letter 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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: September 27, 2024 By: /s/ Georgios Terzis Georgios Terzis Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR