UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Cosmos Holdings Inc.
(Former name or former address, if changed since last report.)
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Emerging growth company
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ITEM 1.01 Entry into a Material Definitive Agreement.
On January 17, 2023, Cosmos Health Inc. (the “Company”) entered into an amendment to the Securities Purchase Agreement dated as of December 19, 2022 with its Chief Executive Officer, Grigorios Siokas. A copy of this Amendment is attached to the Form 8-K as Exhibit 10.1. Mr. Siokas had purchased $3,000,000 of securities (the “Securities”) in the Company’s December 19, 2022 Registered Direct Offering. He purchased 260,870 shares of Common Stock and accompanying warrants (the “Warrants”) to purchase 260,870 shares of Common Stock at a combined price of $11.50 per share and Warrant.
Following the closing on December 21, 2022, certain accounting issues arose concerning Mr. Siokas’ purchase which could be deemed to constitute executive compensation. As a result, Mr. Siokas agreed to forfeit the warrants received in the offering. He also clarified the terms of his investment that his allocation in the offering was not determined until after the market close on December 19, 2022.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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| Amendment No. 1 to Securities Purchase Agreement of Gregorios Siokas | |
| Form of Securities Purchase Agreement dated as of December 19, 2022(1). |
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(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2022.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COSMOS HEALTH INC. | |||
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Date: January 17, 2023 | By: | /s/ George Terzis | |
George Terzis |
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Chief Financial Officer |
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