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 Number)

(I.R.S. Employer

Identification No.)

 

5 AGIOU GEORGIOU, Pilea, Thessaloniki, Greece

55438

(Address of principal executive offices)

(Zip Code)

 

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

 

N/A

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

 

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

On Which Registered

Common Stock, $.001 par value

 

COSM

 

Nasdaq Capital Market

 

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

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

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

 

Emerging growth company ☐

 

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

 

 

 

 

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

 

On January 28, 2025, Cosmos Health Inc. (the “Company”) announced that, on January 27, 2025, its wholly owned subsidiary, CosmoFarm S.A. (the “Issuer” or “CosmoFarm”), entered into an agreement with a European bank to issue a €2,200,000 (approximately $2,293,830) secured bond (the “Loan”).

 

Proceeds from the Loan are intended to support the Company’s strategic growth initiatives and provide funding for general corporate purposes, including working capital.

 

A press release announcing the matters described above and summarizing the Loan’s key terms is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Number

 

 

99.1

 

Press Release dated January 28, 2025, titled “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”.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

COSMOS HEALTH INC.

    

Date: January 29, 2025

By:

/s/ Georgios Terzis

 

 

Georgios Terzis

 
  

Chief Financial Officer 

 

 

 
3

 

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Jan. 28, 2025
Cover [Abstract]  
Entity Registrant Name COSMOS HEALTH INC.
Entity Central Index Key 0001474167
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jan. 28, 2025
Entity File Number 000-54436
Entity Incorporation State Country Code NV
Entity Tax Identification Number 27-0611758
Entity Address Address Line 1 5 AGIOU GEORGIOU
Entity Address Address Line 2 Pilea
Entity Address City Or Town Thessaloniki
Entity Address Postal Zip Code 55438
City Area Code 312
Local Phone Number 865-0026
Security 12b Title Common Stock, $.001 par value
Trading Symbol COSM
Security Exchange Name NASDAQ
Entity Address Country GR
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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