Cosmos Health Inc. Files S-1/A Amendment

TL;DR

Cosmos Health Inc. filed an S-1/A amendment on Feb 7, 2025. Details on their biz in Greece.

AI Summary

Cosmos Health Inc. filed an S-1/A amendment on February 7, 2025, for its registration statement (No. 333-283910). The company, formerly known as Cosmos Holdings Inc. and Prime Estates & Developments Inc., is incorporated in Nevada and operates in the wholesale drug proprietaries and druggists' sundries sector. Its principal executive offices are located in Thessaloniki, Greece.

Why It Matters

This filing indicates ongoing regulatory activity and potential changes in the company's securities offerings or corporate structure, which could impact investors.

Risk Assessment

Risk Level: medium — S-1/A filings often relate to capital raises or significant corporate changes, which inherently carry risks for investors.

Key Numbers

• 333-283910 — Registration Statement Number (Identifies the specific SEC filing for Cosmos Health Inc.)
• 20250207 — Filing Date (Indicates when the S-1/A amendment was submitted to the SEC.)

Key Players & Entities

• Cosmos Health Inc. (company) — Registrant
• 333-283910 (registration_number) — Registration Statement Number
• February 7, 2025 (date) — Filing Date
• Cosmos Holdings Inc. (company) — Former Company Name
• Prime Estates & Developments Inc (company) — Former Company Name
• Nevada (jurisdiction) — State of Incorporation
• 5122 (sic_code) — Standard Industrial Classification Code
• Thessaloniki, Greece (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $2,000,000 — r Promissory Note dated May 5, 2020 for $2,000,000 (32) 10.34 Form of Senior Promissor
• $5,000,000 — Promissory Note dated July 3, 2020 for $5,000,000 (33) 10.37 Agreement dated June 30,
• $3,000,000 — romissory Note dated August 4, 2020 for $3,000,000 (37) 10.42 Employment Agreement dat

Filing Documents

• cosm_s1a.htm (S-1/A) — 209KB
• cosm_ex231.htm (EX-23.1) — 3KB
• cosm_ex232.htm (EX-23.2) — 4KB
• cosm_ex231img1.jpg (GRAPHIC) — 3KB
• cosm_ex232img2.jpg (GRAPHIC) — 2KB
• cosm_ex232img1.jpg (GRAPHIC) — 7KB
• 0001477932-25-000785.txt ( ) — 344KB
• cosm-20241231.xsd (EX-101.SCH) — 6KB
• cosm-20241231_lab.xml (EX-101.LAB) — 11KB
• cosm-20241231_cal.xml (EX-101.CAL) — 1KB
• cosm-20241231_pre.xml (EX-101.PRE) — 7KB
• cosm-20241231_def.xml (EX-101.DEF) — 2KB
• cosm_s1a_htm.xml (XML) — 3KB

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 (74) 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 G

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 7 th day of February 2025. COSMOS HEALTH INC. By: /s/ Grigorios Siokas Name: Grigorios Siokas Title: Chief Executive Officer WITNESS our hands and common seal on the dates set forth below. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Grigorios Siokas February 7, 2025 Grigorios Siokas Chief Executive Officer (Principal Executive Officer and Director) /s/ Georgios Terzis Georgios Terzis Chief Financial Officer (Principal Accounting and Financial Officer) February 7, 2025 */s/ Demetrios G. Demetriades February 7, 2025 Demetrios G. Demetriades Secretary and Director */s/ John J. Hoidas February 7, 2025 John J. Hoidas Director */s/ Anastasios Aslidis February 7, 2025 Anastasios Aslidis Director */s/ Dr. Manfred Ziegler February 7, 2025 Dr. Manfred Ziegler Director */s/ Suhel Bhutawala February 7, 2025 Suhel Bhutawala Director /s/ Georios Terzis Georgios Terzis *Attorney-in-Fact February 7, 2025 II-10

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View this S-1/A filing on SEC EDGAR