Cosmos Health Files S-1/A for 300M Shares

TL;DR

Cosmos Health filing for 300M shares - big dilution incoming?

AI Summary

Cosmos Health Inc. filed an S-1/A on January 10, 2025, to register 300,000,000 shares of common stock. The company previously operated as Cosmos Holdings Inc. and Prime Estates & Developments Inc. The filing indicates a significant number of shares being registered, suggesting a potential for substantial capital raise or liquidity event.

Why It Matters

This filing indicates Cosmos Health Inc. is preparing to potentially issue a large number of new shares, which could significantly dilute existing shareholders or signal a major financing round.

Risk Assessment

Risk Level: high — The registration of a large number of shares (300 million) can lead to significant dilution for existing shareholders, impacting stock value.

Key Numbers

• 300,000,000 — Shares Registered (This is the total number of shares Cosmos Health Inc. is registering for potential sale or issuance.)
• 20250110 — Filing Date (The date the S-1/A amendment was filed with the SEC.)

Key Players & Entities

• Cosmos Health Inc. (company) — Filer
• 300,000,000 (dollar_amount) — Shares to be registered
• 20250110 (date) — Filing date
• Cosmos Holdings Inc. (company) — Former company name
• Prime Estates & Developments Inc (company) — Former company name

FAQ

Key Financial Figures

• $0.70 — Stock") at an assumed purchase price of $0.70 per share. Our shares of Common Stock a
• $0.68 — Stock on the Nasdaq Capital Market was $0.68 per share. We are also offering on a "
• $0.699 — ase price of each Pre-Funded Warrant is $0.699 (which is equal to the assumed public o
• $0 — Stock to be sold in this offering minus $0.001, the exercise price per share of Co
• $40,202,238 — er 30, 2024, the Company had revenue of $40,202,238, a net loss of $6,639,935 and net cash
• $6,639,935 — d revenue of $40,202,238, a net loss of $6,639,935 and net cash used in operations of $3,8
• $3,883,215 — ,935 and net cash used in operations of $3,883,215. Additionally, as of September 30, 2024
• $11,027,653 — Company had positive working capital of $11,027,653, an accumulated deficit of $104,479,192
• $104,479,192 — $11,027,653, an accumulated deficit of $104,479,192, and stockholders' equity of $34,976,59
• $34,976,599 — 04,479,192, and stockholders' equity of $34,976,599. It is management's opinion that these
• $3,750,000 — . Assuming that we receive a minimum of $3,750,000 of proceeds from this offering, we beli
• $7,500,000 — iness plan and assuming that we receive $7,500,000 of proceeds from this offering, we beli
• $1.00 — the Company's common stock of at least $1.00 per share for ten (10) consecutive trad

Filing Documents

• cosm_s1a.htm (S-1/A) — 4145KB
• cosm_ex51.htm (EX-5.1) — 12KB
• cosm_s1img4.jpg (GRAPHIC) — 3KB
• cosm_s1img3.jpg (GRAPHIC) — 7KB
• 0001477932-25-000125.txt ( ) — 16216KB
• cosm-20240930.xsd (EX-101.SCH) — 141KB
• cosm-20240930_lab.xml (EX-101.LAB) — 744KB
• cosm-20240930_cal.xml (EX-101.CAL) — 91KB
• cosm-20240930_pre.xml (EX-101.PRE) — 652KB
• cosm-20240930_def.xml (EX-101.DEF) — 456KB
• cosm_s1a_htm.xml (XML) — 2900KB

RISK FACTORS

RISK FACTORS 13 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 30

USE OF PROCEEDS

USE OF PROCEEDS 31 DIVIDEND POLICY 31 CAPITALIZATION 32

DILUTION

DILUTION 33 MARKET PRICE OF OUR COMMON STOCK 33

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 34

BUSINESS

BUSINESS 53 MANAGEMENT 63 PRINCIPAL SHAREHOLDERS 71 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 72 DESCRIPTION OF SHARE CAPITAL 73 DESCRIPTION OF COMMON WARRANTS TO BE ISSUED AS PART OF THE OFFERING 73 PLAN OF DISTRIBUTION 76 LEGAL MATTERS 79 EXPERTS 79 WHERE YOU CAN FIND ADDITIONAL INFORMATION 79 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 3 Table of Contents We have not authorized anyone to give any information or to make any representation other than those contained in this prospectus. You must not rely upon any information or representation not contained in this prospectus (as supplemented or amended) as having been authorized by us. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy our securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus (as supplemented or amended) is accurate on any date subsequent to the date set forth on the front of the document, even though this prospectus (as supplemented or amended) is delivered, or securities are sold, on a later date. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms "Cosmos Health," "Cosmos Health," the "Company," "us," "we", "our" and the "Registrant" refer to Cosmos Health Inc., a Nevada corporation, and its consolidated subsidiaries. For investors outside the United States: We have not done anything that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the Un

View Full Filing

View this S-1/A filing on SEC EDGAR