8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 17, 2023

Cosmos Health Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54436	27-0611758
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois	60604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 865-0026

Cosmos Holdings Inc.

(Former name or former address, if changed since last report.)

Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, $.001 par value	COSM	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 Entry into a Material Definitive Agreement.

On January 17, 2023, Cosmos Health Inc. (the “Company”) entered into an amendment to the Securities Purchase Agreement dated as of December 19, 2022 with its Chief Executive Officer, Grigorios Siokas.  A copy of this Amendment is attached to the Form 8-K as Exhibit 10.1.  Mr. Siokas had purchased $3,000,000 of securities (the “Securities”) in the Company’s December 19, 2022 Registered Direct Offering.  He purchased 260,870 shares of Common Stock and accompanying warrants (the “Warrants”) to purchase 260,870 shares of Common Stock at a combined price of $11.50 per share and Warrant.

Following the closing on December 21, 2022, certain accounting issues arose concerning Mr. Siokas’ purchase which could be deemed to constitute executive compensation.  As a result, Mr. Siokas agreed to forfeit the warrants received in the offering.  He also clarified the terms of his investment that his allocation in the offering was not determined until after the market close on December 19, 2022.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits 

Number	Description
10.1	Amendment No. 1 to Securities Purchase Agreement of Gregorios Siokas
10.2	Form of Securities Purchase Agreement dated as of December 19, 2022(1).

___________

(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2022.

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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: January 17, 2023	By:	/s/ George Terzis
		George Terzis
		Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT

This amendment (the “Amendment”) to the Securities Purchase Agreement dated as of December 19, 2022 (the “SPA”), by and between Cosmos Health Inc. (the “Company”) (f/k/a Cosmos Holdings Inc.) and Grigorios Siokas (“Siokas”), Chief Executive Officer of the Company, with addresses set forth below.

WHEREAS, the Company and Siokas agreed to the terms and conditions set forth in the SPA prior to the commencement of trading on Nasdaq on December 19, 2022;

WHEREAS, the actual allocation of securities to be purchased by Siokas under the SPA was not determined until after the close of trading on Nasdaq at 4:30 p.m. (Eastern Time) on December 19, 2022;

WHEREAS, Siokas signed the SPA to purchase $3,000,000 of securities at $11.50 per share, consisting of 260,870 shares of common stock and warrants (the “Warrants”) to purchase 260,870 shares of common stock (collectively, the “Securities”);

WHEREAS, certain accounting issues have arisen concerning Mr. Siokas’ purchase of Securities under the SPA;

WHEREAS, the Company, through the actions of its independent members of the Board of Directors, wishes to approve this Amendment to the SPA solely in connection with Mr. Siokas’ purchase of the Securities; and

WHEREAS, Mr. Siokas has agreed to amend his SPA to memorialize the foregoing.

NOW THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Mr. Siokas hereby agree as follows:

1. Section 2.1 Closing of the SPA is amended and replaced in its entirety to read as follows:

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and Siokas agrees to purchase the number of shares of Common Stock set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto, at the Per Share Purchase Price.

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Siokas’ Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for Delivery Versus Payment (“DVP”) settlement with the Company or its designees. The Company shall deliver to Siokas his Shares as determined pursuant to Section 2.2(a), and the Company and Siokas shall deliver the other items set forth in Section 2.2 at the Closing. Siokas shall deliver back to the Company Warrants to purchase 260,870 shares of Common Stock delivered to Siokas on or about December 21, 2022. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in Siokas’ name and address and released by the Depositary directly to the account(s) at the Placement Agent identified by Siokas; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to Siokas, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

2. Section 2.2 Deliveries is amended to delete subsections (iv) and (vi) in their entirety.

3. Section 3.2(b) Understandings or Arrangements is amended and replaced in its entirety to read as follows:

(b) Understandings or Arrangements. Siokas is acquiring the Securities as principal for his own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting Siokas’ right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws).

4. Section 3.2(c) Purchaser Status is amended and replaced in its entirety to read as follows:

(a) Purchaser Status. At the time Siokas was offered the Securities, he was and, as of the date hereof, he will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.

5. Section 4.1 is deleted in its entirety.

6. Section 4.2 is deleted in its entirety.

7. Section 4.3 is deleted in its entirety.

8. Section 4.17 is deleted in its entirety.

9. Except as set forth herein, the SPA, as amended, remains in full force and effect.

(Signature Page follows)

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated below.

January 13, 2023

COSMOS HEALTH INC.		Address for Notice:
		141 West Jackson Boulevard, Suite 4236
		Chicago, Illinois 60604
By:	/s/ Georgios Terzis
Name:	Georgios Terzis	Email: g.terzis@cosmoshealthinc.com
Title:	Chief Financial Officer
With a copy to (which shall not constitute notice):
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue, 34th Floor
New York, New York 10158		Email: ehl@dhclegal.com
Attention: Elliot H. Lutzker, Partner		Fax: (212) 286-1884

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:     Grigorios Siokas

Signature of Authorized Signatory of Purchaser:

Name of Authorized Signatory:                                                                                            

Title of Authorized Signatory:                                                                                              

Email Address of Authorized Signatory:       greg.ceo@cosmoshealthinc.com

Facsimile Number of Authorized Signatory:                                                                       

Address for Notice to Purchaser: Agiou Georgiou 5 – Cosmos Office – Thessaloniki, Greece

Address for Delivery of Warrant Shares to the Purchaser (if not same address for notice):

DWAC for Common Stock:

Subscription Amount: $3,000,000

Shares of Common Stock: 260,870

Shares of Common Stock underlying the Pre-Funded Warrants: -0-

Warrant Shares underlying the Common Warrants: -0-

EIN Number: N/A

☒  Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

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XML

Cover	Jan. 17, 2023
Cover [Abstract]
Entity Registrant Name	Cosmos Health Inc.
Entity Central Index Key	0001474167
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jan. 17, 2023
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	27-0611758
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	000-54436
Entity Address Address Line 1	141 West Jackson Blvd, Suite 4236
Entity Address City Or Town	Chicago
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60604
City Area Code	312
Local Phone Number	865-0026
Security 12b Title	Common Stock, $.001 par value
Trading Symbol	COSM
Security Exchange Name	NASDAQ