Cosmos Health Inc. SEC Filings

Cosmos Holdings Inc. (COSM) discusses a proposed Reverse Stock Split and related considerations. The filing notes factors that could affect the historical and future trading price and volume of the Common Stock, including the anticipated market impact of the Reverse Stock Split and the company's ability to remain listed on Nasdaq. The company lists intended uses of any equity restructuring or capital-raising, including raising capital to fund operations and continue as a going concern, establishing strategic relationships, providing equity incentives to employees, officers or directors, and expanding via acquisitions or new product lines. The filing also explains that holders of registered book-entry shares need take no action to receive post-split shares; a transaction statement will be sent by the transfer agent after the Effective Date.

Andreas Bovopoulos reported beneficial ownership of 1,453,044 shares of Cosmos Health Inc. common stock, representing 4.823% of the class. The filing is a Schedule 13G/A dated for the event on 08/13/2025 and signed 08/19/2025. Bovopoulos reports sole voting and dispositive power over all shares and certifies the shares were not acquired to influence control of the issuer. The issuer's principal executive office is listed in Thessaloniki, Greece. The disclosure classifies this holding as ownership of 5 percent or less of the class and indicates no group affiliation, no subsidiary acquisition, and no holdings on behalf of another person.

Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 1,582,313 shares of Cosmos Health Inc. common stock, representing 4.99% of the class. Armistice Capital states it is the investment manager of the direct holder, Armistice Capital Master Fund Ltd., and by contract exercises voting and investment power over those shares; Mr. Boyd, as managing member, is likewise attributed shared voting and dispositive power. The filing indicates the holdings are reported as being held in the ordinary course of business and not for the purpose of changing control.

Cosmos Health Inc. entered into a Securities Purchase Agreement and, at the initial closing, issued a 9% original-issue-discount senior secured convertible promissory note with an aggregate original principal amount of $8,000,000. The Initial Note matures on August 7, 2027 and bears interest at 9% per annum, computed on a 360-day year and payable in arrears monthly on the first calendar day of each month beginning September 1, 2025. Interest may be paid in shares of common stock, in cash, or a combination, subject to the Note's Equity Conditions.

The Initial Note is convertible into shares of common stock; the Conversion Shares are determined by dividing the Conversion Amount by the lower of the Conversion Price of $1.05 and the Market Price. The holder faces a Beneficial Ownership Limitation of 4.99% of outstanding common stock immediately after conversion (adjustable up to 9.99% after notice, effective 61 days after notice). The Note ranks senior to other indebtedness except permitted indebtedness, contains customary events of default that raise the interest rate to 16% upon default, and was sold in a private offering under Section 4(a)(2) of the Securities Act. The form of the Note is filed as Exhibit 4.1.