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 Number)

 

(I.R.S. Employer

Identification No.)

 

141 West Jackson Blvd, Suite 4236,

Chicago, Illinois

 

60604

(Address of principal executive offices) 

 

(Zip Code)

 

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

 

 

(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 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

 

On June 30, 2023, Cosmos Health Inc. (the “Company”) completed the acquisition of one hundred (100%) percent of the equity of Pharmaceutical Laboratories CANA, S.A. (“Cana Holdings”).  The Purchase Price for the shares was approximately $1.67 million consisting of €800,000 in cash and $800,000 in stock, based on an issuance price of $17.25 per share.

 

A copy of the Press Release dated July 6, 2023 titled “Cosmos Health Successfully Completes Acquisition of Cana Laboratories; Expects to Record a Substantial Gain on Bargain Purchase” is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

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, filed as Exhibit 10.1 to Report on Form 8-K filed by the Registrant on May 11, 2023, is incorporated by reference herein.

 

 

99.1

Press Release dated July 6, 2023 titled “Cosmos Health Successfully Completes Acquisition of Cana Laboratories; Expects to Record a Substantial Gain on Bargain Purchase.”

 

 

104

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

 

 
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SIGNATURES

 

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

 

COSMOS HEALTH INC.

 

 

 

 

Date: July 6, 2023

By:

/s/ Georgios Terzis

Georgios Terzis

 

Chief Financial Officer

 

 

 
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Cover
Jun. 30, 2023
Cover [Abstract]  
Entity Registrant Name Cosmos Health Inc.
Entity Central Index Key 0001474167
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jun. 30, 2023
Entity Incorporation State Country Code NV
Entity Tax Identification Number 27-0611758
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity File Number 000-54436
Entity Address Address Line 1 141 West Jackson Blvd
Entity Address Address Line 2 Suite 4236
Entity Address City Or Town Chicago
Entity Address State Or Province IL
Entity Address Postal Zip Code 60604
City Area Code 312
Local Phone Number 865-0026
Security 12b Title Common Stock, $.001 par value
Trading Symbol COSM
Security Exchange Name NASDAQ
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