Cosmos Health Files S-1/A for 300M Share Offering

TL;DR

Cosmos Health filing for 300M shares, revenue $23.3M, net loss $23.3M YTD. Dilution risk high.

AI Summary

Cosmos Health Inc. filed an S-1/A on November 27, 2024, detailing a proposed offering of 300,000,000 shares. The company reported revenue of $23,346,023 and a net loss of $23,259,526 for the period ending September 30, 2024. This filing follows recent events including the acquisition of Pharmalink and a name change from Cosmos Holdings Inc. in 2014.

Why It Matters

This S-1/A filing indicates Cosmos Health is seeking significant capital, potentially through a large share issuance, which could dilute existing shareholders and impact the stock price.

Risk Assessment

Risk Level: high — The filing indicates a substantial proposed share offering, which could lead to significant dilution for existing shareholders.

Key Numbers

• 300,000,000 — Shares Offered (Indicates a large potential capital raise and dilution.)
• $23.3M — Revenue (YTD) (Shows current business performance.)
• $23.3M — Net Loss (YTD) (Highlights ongoing profitability challenges.)

Key Players & Entities

• Cosmos Health Inc. (company) — Filer
• 300,000,000 (dollar_amount) — Proposed shares to be offered
• 23,346,023 (dollar_amount) — Revenue for period ending 2024-09-30
• 23,259,526 (dollar_amount) — Net loss for period ending 2024-09-30
• Cosmos Holdings Inc. (company) — Former company name
• Pharmalink (company) — Acquired entity

FAQ

Key Financial Figures

• $0.001 — up to 9,748,252 shares of Common Stock, $0.001 par value, of Cosmos Health Inc. (the "
• $0.8701 — e Company the reduced exercise price of $0.8701 per share; - In consideration for exe
• $0.95 — New Warrants have an exercise price of $0.95 per share, a premium to the closing pri
• $9,260,839 — we may receive gross proceeds of up to $9,260,839 from the issuance of New Warrant Shares
• $0.785 — price of the common stock on NASDAQ was $0.785. Investing in our securities is highly
• $11.50 — ber 21, 2022, with an exercise price of $11.50 per share (each a "Warrant Share") and
• $2.75 — uly 21, 2023, with an exercise price of $2.75 per share and expire 5.5 years from the
• $1.45 — e New Warrants are fully exercisable at $1.45 per share for a five-year period commen

Filing Documents

• cosm_s1a.htm (S-1/A) — 4047KB
• cosm_ex231.htm (EX-23.1) — 3KB
• cosm_ex232.htm (EX-23.2) — 5KB
• cosm_s1img3.jpg (GRAPHIC) — 7KB
• cosm_s1img4.jpg (GRAPHIC) — 3KB
• cosm_ex231img2.jpg (GRAPHIC) — 3KB
• cosm_ex232img3.jpg (GRAPHIC) — 7KB
• cosm_ex232img4.jpg (GRAPHIC) — 2KB
• 0001477932-24-007723.txt ( ) — 16120KB
• cosm-20240930.xsd (EX-101.SCH) — 141KB
• cosm-20240930_lab.xml (EX-101.LAB) — 746KB
• cosm-20240930_cal.xml (EX-101.CAL) — 91KB
• cosm-20240930_pre.xml (EX-101.PRE) — 654KB
• cosm-20240930_def.xml (EX-101.DEF) — 458KB
• cosm_s1a_htm.xml (XML) — 2905KB

USE OF PROCEEDS

USE OF PROCEEDS 26 MARKET PRICE OF OUR COMMON STOCK 26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27

BUSINESS

BUSINESS 38 MANAGEMENT 48

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 53 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 56 PRINCIPAL SHOCKHOLDERS 57 WARRANT INDUCEMENT OFFER AND SELLING SHAREHOLDER 58 PLAN OF DISTRIBUTION 60 DESCRIPTION OF THE NEW WARRANT SHARES 61 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 63 LEGAL MATTERS 69 EXPERTS 69 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 2 Table of Contents ADDITIONAL INFORMATION You should rely only on this prospectus, the documents incorporated or deemed to be incorporated by reference herein or therein, and any free writing prospectus prepared by us or on our behalf. We have not authorized anyone to provide you with information different than that contained or incorporated by reference in this prospectus and any free writing prospectus that we have authorized for use in connection with this Offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus, the documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this Offering is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus, the documents incorporated by reference herein, and any free writing prospectus that we have authorized for use in connection with this Offering in their entirety before making an investment decision. We are offering to sell, and are seeking offers to buy, the Shares only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus and the offering of the Shares in certain jurisdictions or to certain persons within such jurisdictions may be restricted by law. Persons outside the United States who come into possession of thi

View Full Filing

View this S-1/A filing on SEC EDGAR