Cosmos Health Inc. Reports Material Agreement and Equity Sales

TL;DR

Cosmos Health Inc. signed a deal, took on debt, and sold stock.

AI Summary

Cosmos Health Inc. filed an 8-K on August 11, 2025, reporting on events that occurred on August 7, 2025. The filing indicates the company entered into a material definitive agreement, created a direct financial obligation, and engaged in unregistered sales of equity securities. The report also includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

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

Key Players & Entities

• Cosmos Health Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• August 7, 2025 (date) — Earliest event date
• August 11, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $8,000,000 — aggregate original principal amount of $8,000,000 (the " Initial Note "). The form of Pu
• $0.001 — ny (the " Interest Shares "), par value $0.001 (the " Common Stock ") so long as there
• $1 — the lower of: (y) the Conversion Price ($1.05, as defined in the Initial Note) and

Filing Documents

• cosm_8k.htm (8-K) — 32KB
• cosm_ex41.htm (EX-4.1) — 300KB
• 0001477932-25-005628.txt ( ) — 516KB
• cosm-20250807.xsd (EX-101.SCH) — 5KB
• cosm-20250807_lab.xml (EX-101.LAB) — 14KB
• cosm-20250807_cal.xml (EX-101.CAL) — 1KB
• cosm-20250807_pre.xml (EX-101.PRE) — 9KB
• cosm-20250807_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. As previously reported in a Current Report on Form 8-K filed with the SEC on August 6, 2025 (File No. 000-54436) (the " Prior Form 8-K "), Cosmos Health Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement "), dated as of August 5, 2025, by and between the Company and an institutional investor thereto (the " Purchaser "). On August 7, 2025, the Initial Closing (as defined in the Purchase Agreement) was consummated and the Company issued and sold to the Purchaser a 9% original issue discount senior secured convertible promissory note (the " Initial Note ") in the aggregate original principal amount of $8,000,000 (the " Initial Note "). The form of Purchase Agreement was previously filed as Exhibit 10.1 to the Prior Form 8-K and is incorporated by reference herein. The sale of the Initial Note was conducted in a private offering in reliance on an exemption from registration provided by Section 4(a)(2) of Securities Act of 1933, as amended (the " Act "). The Initial Note bears interest at a rate of 9% per annum and matures on August 7, 2027. The interest shall be computed on the basis of a 360-day year and shall be payable in arrears on the first calendar day of each calendar month (each, an " Interest Date ") with the first Interest Date being September 1, 2025. Interest shall be payable on each Interest Date, in shares of common stock of the Company (the " Interest Shares "), par value $0.001 (the " Common Stock ") so long as there has been no Equity Conditions Failure (as defined in the Initial Note) provided however, that the Company may, at its option following notice to the Purchaser, pay Interest on any Interest Date in cash (the " Cash Interest ") or in a combination of Cash Interest and Interest Shares. The Initial Note contains customary events of default, and the Interest Rate will increase to an annual rate of 16% upon the occurrence of an Event of Default. A

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information in Item 1.01 of the Report is incorporated by reference herein to this Item 3.02. The sale of the Initial Note was conducted in a private offering in reliance on an exemption from registration provided by Section 4(a)(2) of the Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Item Description 4.1 Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note. 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: August 8, 2025 By: /s/ George Terzis George Terzis Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR