COSM / Cosmos Health Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Cosmos Health Inc.
US ˙ NasdaqCM ˙ US2214133058

Statistiche di base
LEI 549300NN5KFIEHPECJ85
CIK 1474167
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cosmos Health Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 22, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

August 18, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant

August 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

August 12, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

August 11, 2025 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) August 8, 2025 (August 7, 2025)

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) August 8, 2025 (August 7, 2025) COSMOS HEALTH INC. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Co

August 11, 2025 EX-4.1

Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note.

EXHIBIT 4.1 FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, AC

August 6, 2025 EX-99.1

Cosmos Health Secures up to $300 Million Financing Facility to Launch Ethereum Treasury Strategy

EXHIBIT 99.1 Cosmos Health Secures up to $300 Million Financing Facility to Launch Ethereum Treasury Strategy CHICAGO, IL / GLOBE NEWSWIRE / August 6, 2025 / Cosmos Health Inc. (“Cosmos Health” or the “Company”) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group, announced today that it has entered into a securities purchase agreement with a U.S.-based institutional invest

August 6, 2025 EX-10.3

Form of Registration Rights Agreement, dated as of August 5, 2025.

EXHIBIT 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2025, is by and among Cosmos Health Inc., a Nevada corporation with offices located at 141 West Jackson Boulevard, Suite 4236, Chicago IL 60604 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connecti

August 6, 2025 EX-10.4

Form of Voting and Support Agreement, August 5, 2025.

EXHIBIT 10.4 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of August 5, 2025 (the “Effective Date”), by and among Cosmo Health Inc., a Nevada corporation (the “Company”), and certain stockholders of the Company as listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). RECITALS WHEREAS, on August 5,

August 6, 2025 EX-10.1

Form of Securities Purchase Agreement, dated as of August 5, 2025.

EXHIBIT 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2025, is by and among Cosmos Health Inc., a Nevada corporation with offices located at 141 West Jackson Boulevard, Suite 4236, Chicago IL 60604 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” an

August 6, 2025 EX-10.2

Form of Security and Pledge Agreement, dated as August 5, 2025.

EXHIBIT 10.2 EXECUTION VERSION SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of August 5, 2025 (this “Agreement”), made by Cosmos Health Inc., a Nevada corporation, with offices located at 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604, United States (the “Company”), and each of the direct and indirect Domestic Subsidiaries (as defined below) of the Company, if any, f

August 6, 2025 EX-10.5

Form of Account Control Agreement, August 5, 2025.

EXHIBIT 10.5 Account Control Agreement This Account Control Agreement (the “Agreement”) is made effective August 5, 2025 among Cosmos Health Inc., a Nevada corporation (the “Pledgor”), [*], a [*] (in its capacity as collateral agent for the Buyers (as defined below) in such capacity, together with its successors and assigns in such capacity, the “Secured Party”), [*] (“Delegate”), for the limited

August 6, 2025 EX-4.1

Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note.

EXHIBIT 4.1 [FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE] NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

August 6, 2025 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) August 6, 2025 (August 5, 2025)

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) August 6, 2025 (August 5, 2025) COSMOS HEALTH INC. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Co

June 3, 2025 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2025 Registration Statement No.

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registran

May 7, 2025 EX-99.1

Cosmos Health Receives Additional 180-Day Compliance Period from Nasdaq

EXHIBIT 99.1 Cosmos Health Receives Additional 180-Day Compliance Period from Nasdaq CHICAGO, IL / ACCESSWIRE / May 6, 2025 / Cosmos Health Inc. (“Cosmos Health” or the “Company”) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthcare products, an

May 7, 2025 8-K

Current Report

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) May 6, 2025 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

April 15, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

April 15, 2025 EX-21

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100 % SkyPharm, S.A. Greece 100 % Decahedron Ltd. United Kingdom 100 % ZipDoctor Inc. Texas 100 % Cana Laboratories Holding (Cyprus) Limited Cyprus 100 %

April 15, 2025 EX-19.1

Insider Trading Policies and Procedures

EXHIBIT 19.1 INSIDER TRADING POLICY 1. General Purpose Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material non-public information about a company, as well as the disclosure of material, non-public information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider trading.” Insider

March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

February 18, 2025 EX-99.1

Cosmos Health Announces It Will Not Proceed with an Offering Under Its Form S-1

EXHIBIT 99.1 Cosmos Health Announces It Will Not Proceed with an Offering Under Its Form S-1 CHICAGO, IL / ACCESSWIRE / February 18, 2025 / Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthca

February 18, 2025 8-K

Current Report

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) February 18, 2025 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

February 7, 2025 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2025 Registration Statement No.

January 29, 2025 8-K

Current Report

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 28, 2025 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 N

January 29, 2025 EX-99.1

Cosmos Health Secures Bond Loan from European Bank on Very Competitive Terms, with Option to Upsize to Support Growth and Achieve Positive Operating Cash Flow

EXHIBIT 99.1 Cosmos Health Secures Bond Loan from European Bank on Very Competitive Terms, with Option to Upsize to Support Growth and Achieve Positive Operating Cash Flow CHICAGO, IL / ACCESSWIRE / January 28, 2025 / Cosmos Health Inc. (“Cosmos Health” or the “Company’’) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pha

January 22, 2025 EX-10.1

Patent and Technology License Agreement

EXHIBIT 10.1 PATENT AND TECHNOLOGY LICENSE AGREEMENT This Patent and Technology License Agreement ("Agreement") is made on December 31, 2024 (the “Effective Date”) by and between DOCPHARMA Single SA. (“Licensor”), a Greek company, located at Agiou Georgiou 5, 57001, Pylaia, Greece, and COSMOS HEALTH INC., a Nevada corporation, located at 141 West Jackson Boulevard, Suite 4236, Chicago IL 60604 ("L

January 22, 2025 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) December 31, 2024

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) December 31, 2024 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

January 14, 2025 S-1/A

Consent of Davidoff Hutcher & Citron LLP (included in Exhibit 5.1)**

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2025 Registration Statement No.

January 14, 2025 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

January 10, 2025 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2025 Registration Statement No.

January 6, 2025 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2025 Registration Statement No.

December 18, 2024 EX-FILING FEES

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

December 18, 2024 EX-4.9

Form of Common Warrant issued in connection with this offering

EXHIBIT 4.9 FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC. Warrant Shares: Issue Date: December , 2024 Initial Exercise Date: [•], THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

December 18, 2024 EX-1.1

Form of Placement Agent Agreement

EXHIBIT 1.1 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 December , 2024 Cosmos Health Inc. 5 Agiou Gergiou, Pilea Thessaloniki, Greece 55438 Attention: Grigorios Siokas, Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners,

December 18, 2024 424B3

9,748,252 Shares of Common Stock

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENT NO. 333-282859 Prospectus 9,748,252 Shares of Common Stock This prospectus relates to the resale (the “Offering”) by Armistice Capital Master Fund, Ltd. (the “Selling Shareholder”) of up to 9,748,252 shares of Common Stock, $0.001 par value, of Cosmos Health Inc. (the “Company,” “Cosmos” or “we”) issuable upon exercise of warrants to purchase

December 18, 2024 EX-4.8

Form of Pre‑Funded Warrant issued in connection with this offering

EXHIBIT 4.8 FORM OF PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC. Warrant Shares: Original Exercise Date: December , 2024 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

December 18, 2024 EX-10.97

Form of Securities Purchase Agreement between Purchasers and the Company in connection with this offering (Exhibits and Schedules to the Agreement have been omitted and are available upon request of the SEC)

EXHIBIT 10.97 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2024, between Cosmos Health Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

December 18, 2024 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2024 Registration Statement No.

December 12, 2024 CORRESP

COSMOS HEALTH, INC. 5 Agiou Georgiou Pilea Thessaloniki, Greece 55438

COSMOS HEALTH, INC. 5 Agiou Georgiou Pilea Thessaloniki, Greece 55438 December 12, 2024 Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Alyssa Wall Re: Cosmos Health, Inc. Form S-1 Registration StatementFile No. 333-282859 Dear Ms. Wall: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cosmos Health,

December 10, 2024 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 2024 Registration Statement No.

November 27, 2024 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2024 Registration Statement No.

November 21, 2024 8-K

Submission of Matters to a Vote of Security Holders

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) November 19, 2024 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

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of regis

November 14, 2024 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2024 Registration Statement No.

November 14, 2024 SC 13G/A

COSM / Cosmos Health Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-cosm093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cosmos Health Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 221413305 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria

November 12, 2024 8-K

Current Report

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) November 6, 2024 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 N

October 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

October 28, 2024 EX-FILING FEES

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

October 28, 2024 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2024 Registration Statement No.

October 18, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

October 8, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

October 1, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

September 27, 2024 EX-4.2

Form of Series B Warrant(73)

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

September 27, 2024 EX-10.1

Form of Inducement Offer Letter between Cosmos Health Inc. and A.G.P./Alliance Global Partners (73)

EXHIBIT 10.1 COSMOS HEALTH INC. 2 Agiou Georgiou Pilea, Thessaloniki Greece 55438 September 26, 2024 To the Holder of Warrants to Purchase Shares of Common Stock of Cosmos Health Inc. Issued on December 28, 2023 Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: COSMOS HEALTH INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “yo

September 27, 2024 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) September 26, 2024

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) September 26, 2024 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

September 27, 2024 EX-4.1

Form of Series A Warrant (73)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

September 17, 2024 424B3

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CO

September 17, 2024 424B3

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CO

September 17, 2024 424B3

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

424B3 1 cosm424b3.htm 424B3 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

September 17, 2024 424B3

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CO

September 5, 2024 POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

September 5, 2024 POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

September 5, 2024 POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

September 4, 2024 POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registran

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant

August 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

August 5, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

August 5, 2024 EX-21

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100 % SkyPharm, S.A. Greece 100 % Decahedron Ltd. United Kingdom 100 % ZipDoctor Inc. Texas 100 % Cana Laboratories Holding (Cyprus) Limited Cyprus 100 %

July 22, 2024 8-K

Current Report

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) July 19, 2024 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 Numb

July 22, 2024 EX-99.1

2

EXHIBIT 99.1 Cosmos Health Regains Compliance with Nasdaq Minimum Bid Price Rule CHICAGO, IL / ACCESSWIRE / July 19, 2024 / Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthcare products, and

May 28, 2024 EX-99.1

Cosmos Health Receives Additional Delinquency Letter from Nasdaq Regarding Late Filings of Its Forms 10-K and 10-Q

EXHIBIT 99.1 Cosmos Health Receives Additional Delinquency Letter from Nasdaq Regarding Late Filings of Its Forms 10-K and 10-Q CHICAGO, IL / ACCESSWIRE / May 24, 2024 / Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufactur

May 28, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

May 16, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

May 3, 2024 8-K/A

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

May 2, 2024 EX-16.1

Letter from KPMG to the SEC*

EXHIBIT 16.1

May 2, 2024 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

May 2, 2024 EX-16.2

Response Letter from Cosmos Health Inc. to KPMG*

EXHIBIT 16.2 May 1, 2024 By electronic mail TO: KPMG Certified Auditors S.A. 44 Syngrou Avenue 117 42 Athens, Greece Dear KPMG Certified Auditors S.A., The Board of Directors of Cosmos Health Inc. ("Cosmos" or the "Company") and its Audit Committee have reviewed your letter dated April 29, 2024, which was provided to the Company for purposes of being filed as Exhibit 16.1 to the Amendment of the C

April 26, 2024 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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) April 26, 2024 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 Num

April 25, 2024 EX-4.1

Form Rights Agreement and Rights Certificate (74)

EXHIBIT 4.1 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of April 22, 2024 (this “Agreement”) by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and Globex Transfer, LLC, as rights agent (the “Rights Agent”); WHEREAS it has been determined that it is in the best interests of the Company to adopt a shareholder rights plan to ensure, to the extent possible, that all shareholders

April 25, 2024 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

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) April 19, 2024 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 Num

April 19, 2024 8-K

Current Report

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) April 17, 2024 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 Num

April 19, 2024 EX-99.1

Cosmos Health Receives Nasdaq Notice on Late Filing of Its Form 10-K

EXHIBIT 99.1 Cosmos Health Receives Nasdaq Notice on Late Filing of Its Form 10-K CHICAGO, IL / ACCESSWIRE / April 19, 2024 / Cosmos Health Inc. (“Cosmos Health” or the “Company’’) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthcare products, a

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

March 22, 2024 EX-99.1

RELATED PARTY TRANSACTION POLICIES AND PROCEDURES

EXHIBIT 99.1 RELATED PARTY TRANSACTION POLICIES AND PROCEDURES POLICY It is the policy of the Board of Directors (“Board”) of Cosmos Health Inc. (“Company”) that all Related Party Transactions, as that term is defined in this policy (“Policy”), shall be subject to review in accordance with the procedures set forth below. The Board has determined that the Audit Committee (“Committee”) is best suite

March 22, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) March 9, 2024 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 Numb

March 7, 2024 424B3

COSMOS HEALTH INC. Up to $6,900,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267550 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 15, 2022 AND PROSPECTUS SUPPLEMENT DATED FEBRUARY 29, 2024 COSMOS HEALTH INC. Up to $6,900,000 Shares of Common Stock This prospectus supplement updates and amends certain information in the prospectus, dated December 15, 2022 (the “Base Prospectus”) as supplemented by the pros

February 29, 2024 424B3

COSMOS HEALTH INC. 5,049,535 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267550 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 15, 2022 COSMOS HEALTH INC. 5,049,535 Shares of Common Stock We are offering on a “reasonable best efforts” basis up to 5,049,535 of shares of common stock of Cosmos Health Inc. (the “Common Stock”). This offering is made pursuant that certain Sales Agreement, or sales agreemen

February 15, 2024 424B3

COSMOS HEALTH INC. 4,874,126 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-274093 PROSPECTUS COSMOS HEALTH INC. 4,874,126 Shares of Common Stock This prospectus relates to the sale (the “Offering”) by Armistice Capital Master Fund, Ltd. (the “Selling Shareholder”) of up to 4,874,126 shares of Common Stock, $0.001 par value, of Cosmos Health Inc. (the “Company,” “Cosmos” or “we”) issuable upon exercise of war

February 14, 2024 SC 13G

DE:V67A / Cosmos Health Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 6, 2024 CORRESP

COSMOS HEALTH INC. 5 AGIOU GEORGIOU PILEA THESSALONIKL, GREECE 55428 February 6, 2024

COSMOS HEALTH INC. 5 AGIOU GEORGIOU PILEA THESSALONIKL, GREECE 55428 February 6, 2024 Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Cosmos Health Inc. Form S-3 Registration Statement File No. 333-276755 Dear Mr. Anderegg, Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cosmo

January 29, 2024 S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2024 Registration Statement No.

January 29, 2024 EX-FILING FEES

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

January 22, 2024 EX-99.1

Cosmos Health Bolsters Presence in $400Bn+ Global Generic Drugs Market with $3.5M Acquisition of 10-Drug Portfolio

EXHIBIT 99.1 Cosmos Health Bolsters Presence in $400Bn+ Global Generic Drugs Market with $3.5M Acquisition of 10-Drug Portfolio CHICAGO, IL / ACCESSWIRE / January 18, 2024 / Cosmos Health Inc. (“Cosmos Health” or the “Company’’) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufa

January 22, 2024 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 18, 2024

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 18, 2024 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 N

December 29, 2023 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) December 27, 2023

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) December 27, 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

December 29, 2023 EX-99.1

Cosmos Health Set for Substantial Growth From Acquisitions Completed in 2023

EXHIBIT 99.1 Cosmos Health Set for Substantial Growth From Acquisitions Completed in 2023 · In 2023, Cosmos Health concluded multiple acquisitions, including Cana Laboratories, the distribution network owned by Bikas GP, and ZipDoctor. · These acquisitions are projected to contribute almost $4 million in incremental group annual revenue in FY 2023. · Projected FY 2024 group revenue from these acqu

December 29, 2023 EX-4.2

Form of Warrant Exchange Agreement (71)

EXHIBIT 4.2 COSMOS HEALTH INC. 2 Agiou Georgiou Pilea, Thessaloniki Greece 55438 December 28, 2023 To the Holder of Warrants to Purchase Shares of Common Stock of Cosmos Health Inc. Issued on July 21, 2023 and December 21, 2022 Re: Warrant Exchange Agreement Dear Holder: COSMOS HEALTH INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opport

December 29, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 2023 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

December 29, 2023 EX-4.1

Form of Warrant (71)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

November 28, 2023 EX-10.1

Clawback Policy (73)

EXHIBIT 10.1 Cosmos Health Inc. (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this

November 28, 2023 8-K

Current Report

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) November 21, 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

November 22, 2023 8-K

Current Report

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) November 21, 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

November 22, 2023 EX-99.1

September 30, 2023

EXHIBIT 99.1 Cosmos Health Reports Q3 2023 Results; Revenue Increased 7% YoY, Total Assets Reached Record $71.5M with Stockholders' Equity of $44.2M or $3.4/Share THESSALONIKI, GREECE / ACCESSWIRE / November 21, 2023 /Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pha

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☒ Transi

October 10, 2023 EX-99.1

COSMOS HEALTH CEO Issues Letter to Shareholders

EXHIBIT 99.1 COSMOS HEALTH CEO Issues Letter to Shareholders · Company reaches major strategic inflection point, with operations and revenue ramp-up underway, to significantly accelerate in 2024 and beyond · Maintains solid balance sheet with negligible debt and strong, diversified asset base · Book value exceeds $4 per share, which is more than 2.5x current share price · Tangible assets, includin

October 10, 2023 8-K

Other Events

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) October 5, 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 Nu

October 3, 2023 8-K

Current Report

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) September 27, 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

September 22, 2023 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) September 18, 2023

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) September 18, 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

September 14, 2023 8-K

Other Events

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) September 12, 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

September 14, 2023 EX-99.1

Cosmos Health Introduces Guidance; Expects to Achieve Over $180M in Gross Annual Revenue and EBITDA in Excess of $20M by 2026; Recaps Significant Events Reported So Far in 2023

EXHIBIT 99.1 Cosmos Health Introduces Guidance; Expects to Achieve Over $180M in Gross Annual Revenue and EBITDA in Excess of $20M by 2026; Recaps Significant Events Reported So Far in 2023 ● Company reaches major strategic inflection point, with operations and revenue ramp-up underway ● Inaugural 2026 guidance introduced; target to achieve: ○ More than $180 million in gross annual revenue ○ EBITD

September 5, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

August 31, 2023 424B3

COSMOS HEALTH INC. 1,935,485 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-274093 PROSPECTUS COSMOS HEALTH INC. 1,935,485 Shares of Common Stock This prospectus relates to the sale (the “Offering”) by selling shareholders (the “Selling Shareholders”) of up to 1,935,485 shares of common stock, $0.001 par value (the “Shares”), of Cosmos Health Inc. (the “Company,” “Cosmos” or “we”) issuable upon exercise of Co

August 29, 2023 CORRESP

COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 August 29, 2023 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Kate Beukenkamp Re: Cosmos Health Inc. Form S-3 Registration Statement File No. 333-274093 Dear Ms. Beukenkamp: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,

August 23, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

August 18, 2023 S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2023 Registration Statement No.

August 18, 2023 EX-FILING FEES

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

August 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as spec

August 15, 2023 EX-99.1

Three Months Ended June 30,

EXHIBIT 99.1 Cosmos Health Reports Q2 2023 Financial Results; Adjusted Net Income Increases by 3550% to Surpass $3 Million for H1 2023 vs $(0.09) Million H1 2022; Book Value per Share Exceeds $4.04 CHICAGO, IL / August 15, 2023 / Cosmos Health Inc. ("Cosmos Health" or "the Company") (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of prop

August 15, 2023 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) August 15, 2023

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) August 15, 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 Nu

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☒ Transition

August 7, 2023 EX-16.1

Letter dated August 7, 2023 from Armanino LLP regarding change in independent registered public accounting firm.

EXHIBIT 16.1 Armanino LLP 2700 Camino Ramon Suite 350 San Ramon, CA 94583-5004 925 790 2600 main 925 790 2601 fax armanino.com August 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of the Current Report on Form 8-K of Cosmos Health Inc. dated August 7, 2023, which we understand will be filed with the Securities and Exchang

August 7, 2023 8-K

Current Report

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) August 1, 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 Num

July 25, 2023 EX-10.1

Form of Securities Purchase Agreement(70)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2023, between Cosmos Health Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

July 25, 2023 SC 13D/A

US2214132068 / COSMOS HOLDINGS INC / Siokas Grigorios - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Num

July 25, 2023 EX-10.3

Form of Investor Agreement(70)

EXHIBIT 10.3 INVESTOR AGREEMENT July 20, 2023 This agreement (the “Investor Agreement”) is being delivered to you in connection with an understanding by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated July 20, 202

July 25, 2023 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) July 20, 2023

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) July 20, 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 Numb

July 25, 2023 EX-99.1

Cosmos Health Inc. Announces Pricing of $5.25 Million Registered Direct Offering and Concurrent Private Placement

EXHIBIT 99.1 Cosmos Health Inc. Announces Pricing of $5.25 Million Registered Direct Offering and Concurrent Private Placement CHICAGO, IL / ACCESSWIRE / July 20, 2023 / Cosmos Health Inc. (the “Company”) (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, today announced that i

July 25, 2023 EX-99.2

Cosmos Health Inc. Announces Closing of $5.25 Million Registered Direct Offering and Concurrent Private Placement

EXHIBIT 99.2 Cosmos Health Inc. Announces Closing of $5.25 Million Registered Direct Offering and Concurrent Private Placement CHICAGO, IL / ACCESSWIRE / July 21, 2023 / Cosmos Health Inc. (the “Company”) (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, today announced the cl

July 25, 2023 EX-4.1

Form of Pre-Funded Warrant(70)

EXHIBIT 4.1 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC. Warrant Shares: Original Exercise Date: July , 2023 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

July 25, 2023 EX-10.4

Form of Amendment No. 1 to Common Warrant Agreement(70)

EXHIBIT 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of July 21, 2023, by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of , to purchase shares of common stock of the Company,

July 25, 2023 EX-10.2

Form of Placement Agency Agreement(70)

EXHIBIT 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 July 20, 2023 Cosmos Health Inc. Attention: Grigorios Siokas, Chief Executive Officer 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners

July 25, 2023 EX-4.2

Form of Common Warrant(70)

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 21, 2023 424B5

COSMOS HEALTH INC.

Filed pursuant to Rule 424(b)(5) Registration No. 333-269289 Prospectus Supplement (To the Prospectus dated January 27, 2023) COSMOS HEALTH INC. 782,610 Shares of Common Stock Issuable Upon the Exercise of Common Warrants This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated January 27, 2023 (the “Prospectus”), relating to the resale by two

July 21, 2023 424B5

COSMOS HEALTH INC.

PROSPECTUS SUPPLEMENT (to the Prospectus dated December 15, 2022) Filed Pursuant to Rule 424(b)(5) Registration No.

July 6, 2023 EX-99.1

Cosmos Health Successfully Completes Acquisition of Cana Laboratories;

EXHIBIT 99.1 Cosmos Health Successfully Completes Acquisition of Cana Laboratories; Anticipates to Record a Substantial Gain on Bargain Purchase CHICAGO, IL / ACCESSWIRE / July 6, 2023 / Cosmos Health Inc. ("Cosmos Health" or the “Company”) (NASDAQ:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and med

July 6, 2023 8-K

Current Report

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) June 30, 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 Numb

May 31, 2023 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) May 25, 2023

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) May 25, 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 Numbe

May 31, 2023 EX-10.1

Binding Letter of Intent dated May 25, 2023 by and among Cosmos Health Inc. and Docpharm GmbH and Dr. Mathias Krebs(68)

EXHIBIT 10.1 BINDING LETTER OF INTENT (LOI) This Letter of Intent (“LOI”) sets forth the terms and conditions for a proposed acquisition and financing by Cosmos Health Inc. (“Cosmos”), a corporation organized under the laws of the State of Nevada, with Company I.R.S number (27-0611758),located at 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604, of Docpharm Gmbh. (the “Company” or “docpha

May 16, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as spe

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

May 11, 2023 8-K

Current Report

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) May 8, 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

May 11, 2023 EX-10.1

Stock Purchase Agreement dated May 8, 2023 by and among Cosmos Health Inc. and Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde Kanaroglou regarding Cana Laboratories Holding (Cyprus) Limited (69)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of May 8, 2023, is entered into between by and among Cosmos Health Inc., a Nevada corporation (“Buyer”) and Konstantinos-Gaston Kanaroglou, an individual, and Konstantina-Mathilde Kanaroglou, an individual (each, a “Seller” and together, the “Sellers”). RECITALS WHEREAS, the Sellers own all of the issu

April 18, 2023 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) April 13, 2023

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) April 13, 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 Num

April 18, 2023 EX-99.1

Cosmos Health Ends 2022 with Transformed Balance Sheet and Achieves Positive Adjusted EBITDA for the Fiscal Year 2022

EXHIBIT 99.1 Cosmos Health Ends 2022 with Transformed Balance Sheet and Achieves Positive Adjusted EBITDA for the Fiscal Year 2022 CHICAGO, IL / ACCESSWIRE / April 13, 2023 / Cosmos Health Inc. ("Cosmos Health" or "the Company") (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices

April 12, 2023 EX-21

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100 % SkyPharm, S.A. Greece 100 % Decahedron Ltd. United Kingdom 100 %

April 12, 2023 EX-10.82

Canada Inc Purchase Agreement dated as of January 6, 2023 (67)

EXHIBIT 10.82 PURCHASE AGREEMENT (the “Agreement”) January 6, 2023 4423607 CANADA INC Owner of PLACE CHURCHILL INC 3705 Place Churchill Inc Brossard (Québec) J4Y0E4 Canada An agreement has been concluded as follows. Cosmos Health Inc. (the "Purchaser") based on the warranties and representations herein contained and subject to the terms and conditions hereinafter set forth hereby offers to purchas

April 12, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413305 (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

March 6, 2023 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) February 28, 2023

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) February 28, 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

March 6, 2023 EX-10.1

Secured Promissory Note dated February 28, 2023 issued by Cana Laboratories Holdings (Cyprus) Limited (66)

EXHIBIT 10.1 SECURED PROMISSORY NOTE Principal Amount: € 4,100,000.00 Issue Date: February 28, 2023 For value received, Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (the “Borrower”), hereby promises to pay to the order of Cosmos Health, Inc., a corporation organized under the laws of the state of Nevada (the “Holder”) the principal su

March 6, 2023 EX-10.2

Cana Holdings Share Pledge Agreement dated as of February 28, 2023 (66)

EXHIBIT 10.2 CANA HOLDINGS SHARE PLEDGE AGREEMENT THIS SHARE PLEDGE AGREEMENT is made as of this 28th day of February, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde Kanaroglou, (the “Pledgors” and each a “Pledgor”), Cana Laboratories Holding (Cyprus) Limited (as defined below, hereb

March 6, 2023 EX-10.3

Cana Pharmaceutical Share Pledge Agreement dated as of February 28, 2022 (66)

EXHIBIT 10.3 CANA PHARMACEUTICALS SHARE PLEDGE AGREEMENT THIS SHARE PLEDGE AGREEMENT is made as of this 28th day of February, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (the “Pledgor”) and Cosmos Health Inc., a corporation organ

February 7, 2023 EX-99.1

Cosmos Health Announces the Appointment of Nikos Bardakis, an Experienced Executive in the Pharmaceutical Industry, as Chief Operating Officer

EXHIBIT 99.1 Cosmos Health Announces the Appointment of Nikos Bardakis, an Experienced Executive in the Pharmaceutical Industry, as Chief Operating Officer CHICAGO, IL / ACCESSWIRE / February 1, 2023 /Cosmos Health Inc.(“the Company”)(Nasdaq:COSM),a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical dev

February 7, 2023 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) February 1, 2023

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) February 1, 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 N

January 30, 2023 424B3

COSMOS HEALTH INC. 2,567,450 Shares of Common Stock

Registration Statement No. 333-269289 Filed Pursuant to Rule 424(b)(3) Under The Securities Act of 1933 PROSPECTUS COSMOS HEALTH INC. 2,567,450 Shares of Common Stock This prospectus relates to the sale (the “Offering”) by selling shareholders (the “Selling Shareholders”) of up to 2,567,450 shares of common stock, $0.001 par value (the “Shares”), of Cosmos Health Inc. (the “Company,” “Cosmos” or “

January 25, 2023 CORRESP

COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

CORRESP 1 filename1.htm COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 January 25, 2023 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Jennie Beysolow Re: Cosmos Health Inc. Form S-3 Registration Statement File No. 333-269289 Dear Ms. Beysolow: Pursuant to Rule 461 promulgated under the Securities Act o

January 18, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

January 18, 2023 S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2023 Registration Statement No.

January 17, 2023 EX-10.1

Amendment No. 1 to Securities Purchase Agreement of Grigorios Siokas (65)

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

January 17, 2023 8-K

Current Report

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 N

January 12, 2023 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 10, 2023

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 10, 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 N

January 12, 2023 EX-99.1

Cosmos Health Extends and Updates its Agreement to Acquire Cana Laboratories, a European Pharmaceutical Company Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands

EXHIBIT 99.1 Cosmos Health Extends and Updates its Agreement to Acquire Cana Laboratories, a European Pharmaceutical Company Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands CHICAGO, IL / ACCESSWIRE / January 10, 2023 / Cosmos Health, Inc. ("the Company") (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceutical

December 23, 2022 SC 13D/A

US2214132068 / COSMOS HOLDINGS INC / Siokas Grigorios - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Num

December 21, 2022 424B5

COSMOS HEALTH INC.

PROSPECTUS SUPPLEMENT (to the Prospectus dated December 15, 2022) Filed Pursuant to Rule 424(b)(5) Registration No.

December 20, 2022 EX-4.2

Form of Common Warrant (64)

EXHIBIT 4.2 WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Issuance Date: December [•], 2022 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

December 20, 2022 EX-10.1

Form of Securities Purchase Agreement (64)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2022, between Cosmos Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

December 20, 2022 EX-99.1

Cosmos Health Inc. Announces Pricing of $32.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market

EXHIBIT 99.1 Cosmos Health Inc. Announces Pricing of $32.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market CHICAGO, IL / ACCESSWIRE / December 19, 2022 / Cosmos Health Inc. (the “Company”) (Nasdaq: COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devic

December 20, 2022 EX-10.2

Form of Placement Agency Agreement (64)

EXHIBIT 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 December , 2022 Cosmos Health Inc. Attention: Grigorios Siokas, Chief Executive Officer 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partne

December 20, 2022 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) December 19, 2022

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) December 19, 2022 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

December 20, 2022 EX-4.1

Form of Pre-Funded Warrant (64)

EXHIBIT 4.1 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Exercise Date: December , 2022 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

December 20, 2022 424B3

COSMOS HOLDINGS INC. Shares of Common Stock Shares of Preferred Stock Subscription Rights

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267550 $50,000,000 COSMOS HOLDINGS INC. Shares of Common Stock Shares of Preferred Stock Warrants/Units Subscription Rights We may offer and sell the securities identified above from time to time in one or more offerings at prices and on terms that we will determine at the time of each offering, for an aggregate initial offering price

December 19, 2022 EX-99.1

Cosmos Holdings Inc. Changes its Name to Cosmos Health Inc. Announces a 1-For-25 Reverse Stock Split

EXHIBIT 99.1 Cosmos Holdings Inc. Changes its Name to Cosmos Health Inc. and Announces a 1-For-25 Reverse Stock Split CHICAGO, December 16, 2022 (GLOBE NEWSWIRE) –Cosmos Holdings Inc. d/b/a Cosmos Health (“the Company") (Nasdaq: COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, announ

December 19, 2022 EX-3.1

Certificate of Amendment to Articles of Incorporation (63)

EXHIBIT 3.1

December 19, 2022 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) December 15, 2022

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) December 15, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission Fil

December 16, 2022 CORRESP

COSMOS HOLDINGS INC. 141 West Jackson Boulevard, Suite 4236 Chicago, Illinois 60604

COSMOS HOLDINGS INC. 141 West Jackson Boulevard, Suite 4236 Chicago, Illinois 60604 December 15, 2022 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F St NW Washington, D.C. 20549 Attention: Abe Friedman / Doug Jones Re: Cosmos Holdings Inc. Form 10-K Filed April 15, 2022 File No. 001-41308 Ladies and Gentlemen: Cosmos Holdings Inc. (the “Company”) is responding to the

December 16, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HOLDINGS INC. (Exact

December 16, 2022 EX-21

List of Subsidiaries

EX-21 2 cosmex21.htm LIST OF SUBSIDIARIES EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100% SkyPharm, S.A. Greece 100% Decahedron Ltd. United Kingdom 100%

December 13, 2022 CORRESP

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 December 13, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-3 Registration Statement File No. 333-267550 Dear Ms. Adeloye: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, C

December 5, 2022 8-K

Submission of Matters to a Vote of Security Holders

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) December 2, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File

December 1, 2022 S-3/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2022

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2022 Registration Statement No.

December 1, 2022 CORRESP

Cosmos Holdings Inc. 141 West Jackson Boulevard Chicago, IL 60604

CORRESP 1 filename1.htm Cosmos Holdings Inc. 141 West Jackson Boulevard Chicago, IL 60604 December 1, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-3 Registration Statement File No. 333-267550 Dear Ms. Adeloye: As counsel to Cosmos Holdings Inc. (the “Company”), we are filing

December 1, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 cosmex107.htm FILING FEE TABLE EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

November 16, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 10, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission Fil

November 16, 2022 EX-99.1

Cosmos Health Reports Third Quarter 2022 Financial Results

EXHIBIT 99.1 Cosmos Health Reports Third Quarter 2022 Financial Results CHICAGO, November 15, 2022 (GLOBE NEWSWIRE) – Cosmos Holdings (d/b/a Cosmos Health, Inc.) (“the Company”) (Nasdaq: COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, today provided a business update and reported fi

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HOLDINGS INC. (Exact name of registrant

November 7, 2022 S-3/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2022

S-3/A 1 cosms3.htm FORM S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2022 Registration Statement No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3/A (AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSMOS HOLDINGS INC. (Exact name of Registrant as specified in its Charter) Nevada 5122 27-0611758 (St

November 4, 2022 SC 13D

US2214132068 / COSMOS HOLDINGS INC / Kolefas Athanasios - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Number of Person Auth

October 25, 2022 SC 13D/A

US2214132068 / COSMOS HOLDINGS INC / Siokas Grigorios - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Num

October 20, 2022 424B3

COSMOS HOLDINGS INC. 62,500,000 Shares of Common Stock 62,500,000 Pre-Funded Warrants 125,000,000 Common Warrants

Registration Statement No. 333-267505 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267917 Filed Pursuant to Rule 462(b) PROSPECTUS COSMOS HOLDINGS INC. $7,500,000 62,500,000 Shares of Common Stock 62,500,000 Pre-Funded Warrants 125,000,000 Common Warrants We are offering on a “reasonable best efforts” basis up to $7,500,000 of shares of common stock of Cosmos Holdings Inc. (the

October 20, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

October 18, 2022 EX-4.3

Form of Series B Common Warrant (62)

EXHIBIT 4.3 SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Issuance Date: October [?], 2022 THIS SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

October 18, 2022 EX-4.1

Form of Pre-Funded Warrant (62)

EXHIBIT 4.1 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Exercise Date: October , 2022 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

October 18, 2022 EX-10.1

Form of Securities Purchase Agreement (62)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of October [ ], 2022, between Cosmos Holdings Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions s

October 18, 2022 EX-4.2

Form of Series A Common Warrant (62)

EXHIBIT 4.2 SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Issuance Date: October [?], 2022 THIS SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

October 18, 2022 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) October 17, 2022

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) October 17, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File

October 17, 2022 S-1MEF

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2022

S-1MEF 1 cosms1.htm FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2022 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSMOS HOLDINGS INC. (Exact name of Registrant as specified in its Charter) Nevada 5122 27-0611758 (State or other jurisdictio

October 17, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 cosmex107.htm FILING FEE TABLE EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

October 14, 2022 CORRESP

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

CORRESP 1 filename1.htm A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amende

October 14, 2022 CORRESP

COSMOS HOLDINGS, INC. 141 West Jackson Boulevard, Suite 4236 Chicago, Illinois 60604

COSMOS HOLDINGS, INC. 141 West Jackson Boulevard, Suite 4236 Chicago, Illinois 60604 October 14, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: Cosmos Holdings, Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: On behalf of Cosmos Holdings, Inc., we are requesting that you with

October 14, 2022 CORRESP

WRITER'S DIRECT: (646) 428-3210

WRITER'S DIRECT: (646) 428-3210 E-MAIL: [email protected] October 14, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: Cosmos Holdings, Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: As counsel to Cosmos Holdings, Inc., we are requesting that you withdraw the Company?s request

October 14, 2022 CORRESP

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

CORRESP 1 filename1.htm A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amende

October 14, 2022 CORRESP

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

CORRESP 1 filename1.htm A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amende

October 14, 2022 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 2022

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 2022 Registration Statement No.

October 14, 2022 CORRESP

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 October 14, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Co

October 14, 2022 CORRESP

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 October 14, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Co

October 13, 2022 EX-FILING FEES

Calculation of Filing Fee Table**

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offeri

October 13, 2022 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 2022

S-1/A 1 cosms1a.htm FORM S-1/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 2022 Registration Statement No. 333-267505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSMOS HOLDINGS INC. (Exact name of Registrant as specified in its Charter) Nevada 5122 27-0611758 (S

October 12, 2022 CORRESP

WRITER'S DIRECT:

WRITER'S DIRECT: (646) 428-3210 E-MAIL: [email protected] October 12, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: Cosmos Holdings, Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: As counsel to Cosmos Holdings, Inc. (the ?Company?), we are requesting that you withdraw the Co

October 12, 2022 CORRESP

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amended File No. 333-267505 Ac

October 11, 2022 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2022

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2022 Registration Statement No.

October 11, 2022 EX-1.1

Form of Placement Agency Agreement (61)

EX-1.1 2 cosmex11.htm FORM OF PLACEMENT AGENCY AGREEMENT EXHIBIT 1.1 [AGP Letterhead] October , 2022 Cosmos Holdings Inc. Attention: Grigorios Siokas, Chief Executive Officer 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as t

October 11, 2022 EX-4.4

Form of Pre-Funded Warrant (61)

EXHIBIT 4.4 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Exercise Date: October , 2022 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

October 11, 2022 EX-4.6

Form of Securities Purchase Agreement (61)

EXHIBIT 4.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of October [?], 2022, between Cosmos Holdings Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions se

October 11, 2022 EX-4.5

Form of Common Warrant (61)

EXHIBIT 4.5 SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Issuance Date: October [?], 2022 THIS SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

October 11, 2022 CORRESP

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amended File No. 333-267505 Ac

October 11, 2022 CORRESP

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 October 11, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Co

October 11, 2022 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offeri

October 3, 2022 8-K

Entry into a Material Definitive Agreement

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) October 3, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File

October 3, 2022 EX-4.2

Form of Warrant Exchange Agreement (60)

EXHIBIT 4.2 WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (the ?Agreement?) is entered into as of the day of October, 2022, by and among Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the ?Company?), and the undersigned holder of the Existing Warrant (as defined below) (the ?Holder?), with reference to the

October 3, 2022 EX-4.1

Form of Exchange Warrant (60)

EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

September 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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) September 26, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission Fi

September 27, 2022 EX-99.1

Company Presentation dated September 2022.

EX-99.1 2 cosmex991.htm COMPANY PRESENTATION EXHIBIT 99.1

September 23, 2022 PRE 14A

Omnibus Equity Incentive Plan (49)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

September 21, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 cosmex107.htm FILING FEE TABLE EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

September 21, 2022 S-3

Power of attorney (included on the signature page)***

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2022 Registration Statement No.

September 21, 2022 EX-1.2

Form of Sales Agreement (58)

EXHIBIT 1.2 COSMOS HOLDINGS INC. COMMON STOCK SALES AGREEMENT September 15, 2022 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Cosmos Holdings Inc., a Nevada corporation (the ?Company?), confirms its agreement (this ?Agreement?) with A.G.P./Alliance Global Partners, as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time

September 19, 2022 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2022

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2022 Registration Statement No.

September 19, 2022 EX-FILING FEES

Calculation of Filing Fee Tables (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offeri

September 19, 2022 EX-1.1

Form of Placement Agent Agreement (57)

EX-1.1 2 cosmex11.htm FORM OF PLACEMENT AGENT AGREEMENT EXHIBIT 1.1 [AGP Letterhead] September 15, 2022 Cosmos Holdings Inc. Attention: Grigorios Siokas, Chief Executive Officer 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, a

August 23, 2022 EX-99.1

Cosmos Health Reports 202.42 % Increase in Adjusted EBITDA and Positive Operating Income for the First Half of 2022

EXHIBIT 99.1 Cosmos Health Reports 202.42 % Increase in Adjusted EBITDA and Positive Operating Income for the First Half of 2022 CHICAGO, August 22, 2022 (GLOBE NEWSWIRE) - Cosmos Health, Inc. (?the Company") (Nasdaq: COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, today provided a

August 23, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 22, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File

August 19, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HOLDINGS INC. (Exact name of registrant as sp

August 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 cosmnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

August 4, 2022 SC 13D

US2214132068 / COSMOS HOLDINGS INC / Siokas Grigorios - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Numb

July 29, 2022 EX-3.I

Amendment to Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock (55)

EXHIBIT 3(i) COSMOS HOLDINGS INC. AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK July 25, 2022 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the ?NRS?), Cosmos Holdings Inc. (the ?Corporation?) hereby certifies that: WHEREAS, Section 3 of the Articles of Incorporation of the Corporation, as amended (the ?Articles of Incorpor

July 29, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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) July 25, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File Nu

July 29, 2022 EX-99.1

Cosmos Holdings Announces Name Change to Cosmos Health, Reflecting Company’s Evolution into an Innovative Global Healthcare Group, Driven by One Purpose: Improving People’s Lives

EXHIBIT 99.1 Cosmos Holdings Announces Name Change to Cosmos Health, Reflecting Company?s Evolution into an Innovative Global Healthcare Group, Driven by One Purpose: Improving People?s Lives CHICAGO, July 29, 2022 - Cosmos Holdings, Inc. (?the Company?) (Nasdaq: COSM) announced today that it is changing the name of the Company to Cosmos Health to better reflect the Company?s evolution into an inn

July 25, 2022 8-K

Financial Statements and Exhibits, Other Events

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) July 19, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File Nu

July 25, 2022 EX-99.1

Cosmos Holdings Announces Agreement to Acquire Cana Laboratories, a Legacy European Pharmaceutical Company Established in 1928;Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands

EXHIBIT 99.1 Cosmos Holdings Announces Agreement to Acquire Cana Laboratories, a Legacy European Pharmaceutical Company Established in 1928;Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands CHICAGO, July 20, 2022 - Cosmos Holdings, Inc. (?the Company") (Nasdaq: COSM), an international pharmaceutical company with a proprietary line of n

July 25, 2022 EX-10.1

Binding Letter of Intent with Pharmaceutical Laboratories Cana, S.A. dated July 19, 2022 (56)

EXHIBIT 10.1 BINDING LETTER OF INTENT (LOI) This Letter of Intent (?LOI?) sets forth the terms and conditions for a proposed acquisition and financing by Cosmos Holdings, Inc. (?Cosmos?), a corporation organized under the laws of the State of Nevada, with Company I.R.S number (27-0611758),located at 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604, of Pharmaceutical Laboratories Cana S.A.

June 7, 2022 S-1/A

As filed with the Securities and Exchange Commission on June 7, 2022

As filed with the Securities and Exchange Commission on June 7, 2022 Registration No.

June 2, 2022 CORRESP

Cosmos Holdings Inc. 141 West Jackson Blvd. Suite 4236 Chicago, 60604, IL (312) 536-3102

CORRESP 1 filename1.htm Cosmos Holdings Inc. 141 West Jackson Blvd. Suite 4236 Chicago, 60604, IL (312) 536-3102 June 2, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Andrew Weiner Re: Cosmos Holdings Inc. Registration Statement on Form S-1 File No. 333-265190 Request for Acceleratio

May 25, 2022 S-1

As filed with the Securities and Exchange Commission on May 25, 2022

As filed with the Securities and Exchange Commission on May 25, 2022 Registration No.

May 25, 2022 EX-FILING FEES

Calculation of SEC Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cosmos Holdings, Inc.

May 18, 2022 EX-99.1

Cosmos Holdings Reports 12.5% Increase in Revenue, 88.9% Increase in Gross Profit and Achieves Profitability for the First Quarter of 2022 Reports positive net income of $0.2 million and $1.2 million of EBITDA for the first quarter of 2022

EXHIBIT 99.1 Cosmos Holdings Reports 12.5% Increase in Revenue, 88.9% Increase in Gross Profit and Achieves Profitability for the First Quarter of 2022 Reports positive net income of $0.2 million and $1.2 million of EBITDA for the first quarter of 2022 CHICAGO, May 18, 2022 (GLOBE NEWSWIRE) - Cosmos Holdings, Inc. (?the Company") (Nasdaq: COSM), an international pharmaceutical company with a propr

May 18, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 18, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File Num

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