Cosmos Health Inc. Files S-1/A Update

TL;DR

Cosmos Health Inc. (fka Cosmos Holdings) filed an S-1/A on Jan 14, 2025. Greek pharma wholesaler.

AI Summary

Cosmos Health Inc. filed an S-1/A on January 14, 2025, to update its registration statement. The company, previously known as Cosmos Holdings Inc. and Prime Estates & Developments Inc., is in the wholesale drug and sundries sector. Its business address is in Thessaloniki, Greece.

Why It Matters

This filing indicates Cosmos Health Inc. is actively pursuing a public offering or other securities-related actions, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate events like stock offerings, which carry inherent market risks.

Key Numbers

• 20250114 — Filing Date (Date of S-1/A submission)

Key Players & Entities

• Cosmos Health Inc. (company) — Filer
• Cosmos Holdings Inc. (company) — Former company name
• PRIME ESTATES & DEVELOPMENTS INC (company) — Former company name
• 20140106 (date) — Date of name change
• 20091008 (date) — Date of name change
• 5 AGIOU GEORGIOU, PILEA (address) — Business and mail address
• THESSALONIKI (city) — Business and mail city
• NV (state) — State of incorporation
• 312-536-3102 (phone_number) — Business phone

FAQ

Key Financial Figures

• $0.12 — "). The New Warrants are exercisable at $0.12 per share for a seven-year period from
• $500,000 — ach Holder up to five hundred thousand ($500,000) U.S. Dollars, plus liquidated damages
• $2,159,300 — rrants. The total liability amounted to $2,159,300 ($2,000,000 additional consideration pl
• $2,000,000 — total liability amounted to $2,159,300 ($2,000,000 additional consideration plus $159,300
• $159,300 — 2,000,000 additional consideration plus $159,300 liquidated damages) and the Company has
• $1,000 — , or the Series A Shares, at a price of $1,000 per share, and 2,000,000 warrants to pu
• $6,000,000 — gregate gross proceeds of approximately $6,000,000. The Series A Shares are convertible in
• $3.00 — res to be converted by the lower of (i) $3.00 or (ii) 80% of the volume weighted aver
• $187,970 — payable to the Holders in the amount of $187,970, calculated as described above, for bot
• $0.62152 — Shares conversion price was adjusted to $0.62152. The Company recorded a deemed dividend
• $8,189,515 — rded a deemed dividend in the amount of $8,189,515 upon reducing the conversion price from
• $3.30 — e to purchase shares of common stock at $3.30 per share, or 110% of the Series A Shar
• $5,788,493 — d presented the warrants' fair value of $5,788,493 as a deemed dividend in the unaudited c
• $3 — following terms: (a) exercise price of $3.30, (b) common stock fair value of $3.4
• $8,480,379 — rded a deemed dividend in the amount of $8,480,379 upon reducing the conversion price from

Filing Documents

• cosm_s1a.htm (S-1/A) — 2557KB
• cosm_ex107.htm (EX-FILING FEES) — 49KB
• 0001477932-25-000204.txt ( ) — 11429KB
• 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) — 1258KB

Expenses Of Issuance And Distribution

Item 13. Expenses Of Issuance And Distribution The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, are estimated below: SEC registration fee $ 3,674.40 FINRA filing fee 2,300.00 Legal fees and expenses 25,000.00 Accounting fees and expenses 10,000.00 Transfer agent fees and expenses 1,000.00 Printing and engraving expenses 1,000.00 Miscellaneous expenses 2,025.60 Total 45,000.00

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers We have not entered into separate indemnification agreements with any of our directors or officers. The Nevada Revised Statutes provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director or officer must not have had reasonable cause to believe his/her conduct was unlawful. Under applicable sections of the Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined the officer or director did not meet the standards. Our Amended and Restated Bylaws include certain indemnification provisions under which we are required to indemnify any of our current or former directors or officers against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a director of the Company. In addition, our Amended and Restated Articles of Incorporation provide that the no director or officer of the Company shall be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided, however, that these provisions do not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of the law, or (ii) the payment of dividends in violation of Section 7

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities On October 3, 2022, the Company entered into a Warrant Exchange Agreement (the "Exchange Agreement") with each holder of Warrants to purchase an aggregate of 21,238,256 shares of Common Stock issued pursuant to a Securities Purchase Agreement dated as of February 28, 2022, as described below. On October 20, 2022, each holder exchanged the existing warrants (the "Existing Warrants") for new warrants (the "New Warrants") to purchase twice the number of shares of Common Stock (the "Exchange Shares"). The New Warrants are exercisable at $0.12 per share for a seven-year period from the date of issuance. The Company agreed to register all of the Exchange Shares in a resale registration statement to be filed with the SEC within ninety (90) days from the Closing Date. As of December 14, 2022, there were 5,309,564 new Warrants outstanding held by the Company's Chief Executive Officer, who has waived the Company's obligation to register the Exchange Shares by December 31, 2022. As additional consideration for the Exchange Agreement, the Company paid each Holder up to five hundred thousand ($500,000) U.S. Dollars, plus liquidated damages and interest paid by the Company to the Holders pursuant to a registration rights agreement relating to the initial registration of the shares underlying the Existing Warrants. The total liability amounted to $2,159,300 ($2,000,000 additional consideration plus $159,300 liquidated damages) and the Company has paid the entire liability to the corresponding U.S. Holders. As further consideration for the Exchange Agreement, all Holders shall have, in the aggregate, a thirty (30%) percent right of participation into all equity offerings in which there is a placement agent or underwriter for the eighteen (18) month period following the Closing Date. In the event that any Holder does not exercise its right of participation in any offering, the remaining Holders will not have the right to participat

Exhibits and Financial Schedules

Item 16. Exhibits and Financial Schedules (a) Exhibits: Exhibit No. Document Description 1.1** Form of Placement Agent Agreement 3.1 Amended and Restated Articles of Incorporation of the Registrant (1) 3.2 Correction to Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock dated February 24, 2022 (2) 3.3 Amendment to Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock (55) 3.4 Certificate of Amendment to Articles of Incorporation (63) 3.5 Amended and Restated Bylaws of the Registrant (1) 4.1 Form of Senior Convertible Note (12) 4.2 Common Stock Purchase Warrant issued to Roth Capital Partners (11) 4.3 Common Stock Purchase Warrant dated September 4, 2017 issued to Roth Capital Partners LLC (15) 4.4 Omnibus Equity Incentive Plan (59) 4.5 Form of Second Amendment and Exchange Agreement (20) 4.6 2023 Omnibus Equity Incentive Plan (72) 4.7 2024 Omnibus Equity Incentive plan (73) 4.8** Form of PreFunded Warrant issued in connection with this offering 4.9** Form of Common Warrant issued in connection with this offering 5.1** Opinion of Counsel to Registrant 10.1 Loan Facility Agreement, dated as of August 4, 2016, by and among SkyPharm S/A, Grigorios Siokas, as Guarantor and Synthesis Peer to Peer Income Fund. (4) 10.2 Pledge Agreement, by and between Grigorios Siokas and Synthesis Peer-to Peer Income Fund (4) 10.3 First Deed of Amendment relating to Loan Facility Agreement, dated as of August 4, 2016, by and among Sky Pharm S.A., as Borrower, Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund (5) 10.4 Intellectual Property Sale Agreement, dated as of October 1, 2016, by and among the Company, Anastasios Tsekas and Olga Parthenea Georgatsou (6) 10.5 Amended and Restating Loan Facility Agreement, dated as of March 23, 2017, by and among SkyPharm S.A., as Borrower, Grigorios Siokas, as Gua

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