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    Cosmos Health Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    1/29/25 4:50:12 PM ET
    $COSM
    Other Pharmaceuticals
    Health Care
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    cosm_8k.htm
    0001474167false00014741672025-01-282025-01-28iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

     

    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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