Cosmos Health issues $8M 9% OID senior secured convertible note

Rhea-AI Filing Summary

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.

Positive

• Raised $8,000,000 through issuance of a 9% original-issue-discount senior secured convertible promissory note.
• Interest payment flexibility: interest may be paid in common stock, cash, or a combination on each Interest Date.
• Conversion mechanics specified with a defined Conversion Price of $1.05 (or lower Market Price) and Beneficial Ownership Limitation terms.

Negative

• Senior secured ranking places the Note ahead of other indebtedness (other than permitted indebtedness), affecting creditor priority.
• Convertible feature will result in issuance of Conversion Shares, which will increase outstanding common stock if converted.
• Beneficial Ownership Limitation initially restricts conversion to 4.99% ownership (adjustable to 9.99% only after notice and 61 days).
• Interest rate increases to 16% upon occurrence of an Event of Default, raising potential financing cost in default scenarios.

Insights

Financial Analyst

TL;DR: Issued $8.0M 9% OID senior secured convertible note maturing Aug 7, 2027; convertible at $1.05 or Market Price with 4.99% ownership cap.

The filing discloses a material financing: a 9% original-issue-discount senior secured convertible promissory note with $8,000,000 original principal and a August 7, 2027 maturity. Interest is computed on a 360-day year and payable monthly beginning September 1, 2025, and may be settled in common stock, cash, or a combination according to the Note's terms. Conversion mechanics use the lower of a $1.05 Conversion Price or Market Price, and a Beneficial Ownership Limitation initially set at 4.99% (up to 9.99% after notice). The Note ranks senior to other indebtedness except permitted indebtedness and includes an increased default rate of 16%.

Securities / Corporate Governance Analyst

TL;DR: Private sale under Section 4(a)(2) of a senior secured convertible note with monthly stock-payable interest and a timed ownership cap adjustment.

The disclosure is a private financing agreement filed on Form 8-K with the Note form included as Exhibit 4.1. Key governance and structural items are explicit: interest may be paid in shares if Equity Conditions are met; the Beneficial Ownership Limitation can be amended by the holder but changes take effect only after a 61-day notice period; and the Note is secured and ranks senior to other indebtedness except permitted items. The document identifies customary default remedies, including an increase of the Interest Rate to 16% upon Event of Default.

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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) August 8, 2025 (August 7, 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 1.01 Entry into a Material Definitive Agreement. 

As previously reported in a Current Report on Form 8-K filed with the SEC on August 6, 2025 (File No. 000-54436) (the “Prior Form 8-K”), Cosmos Health Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 5, 2025, by and between the Company and an institutional investor thereto (the “Purchaser”). On August 7, 2025, the Initial Closing (as defined in the Purchase Agreement) was consummated and the Company issued and sold to the Purchaser a 9% original issue discount senior secured convertible promissory note (the “Initial Note”) in the aggregate original principal amount of $8,000,000 (the “Initial Note”).

The form of Purchase Agreement was previously filed as Exhibit 10.1 to the Prior Form 8-K and is incorporated by reference herein. The sale of the Initial Note was conducted in a private offering in reliance on an exemption from registration provided by Section 4(a)(2) of Securities Act of 1933, as amended (the “Act”).

The Initial Note bears interest at a rate of 9% per annum and matures on August 7, 2027. The interest shall be computed on the basis of a 360-day year and shall be payable in arrears on the first calendar day of each calendar month (each, an “Interest Date”) with the first Interest Date being September 1, 2025. Interest shall be payable on each Interest Date, in shares of common stock of the Company (the “Interest Shares”), par value $0.001 (the “Common Stock”) so long as there has been no Equity Conditions Failure (as defined in the Initial Note) provided however, that the Company may, at its option following notice to the Purchaser, pay Interest on any Interest Date in cash (the “Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Initial Note contains customary events of default, and the Interest Rate will increase to an annual rate of 16% upon the occurrence of an Event of Default.

At any time after the date of issuance, the Initial Note shall be convertible into shares of Common Stock (the “Conversion Shares”). The number of Conversion Shares issuable upon conversion of the Initial Note shall be determined by dividing (x) the Conversion Amount by the lower of: (y) the Conversion Price ($1.05, as defined in the Initial Note) and (z) the Market Price (as defined in the Initial Note). At the option of the holder, at any time on or after the Issuance Date, the holder may convert) (an “Alternate Optional Conversion”, and the date of such Alternate Optional Conversion, an “Alternate Optional Conversion Date”) all, or any part, of the Initial Note into shares of Common Stock (such portion of the Conversion Amount subject to such Alternate Optional Conversion, the “Alternate Optional Conversion Amount”) at the Alternate Conversion Price, as such terms are defined in the Initial Note.

2

The Purchaser will not have the right to convert any portion of the Initial Note, to the extent that, after giving effect to such conversion, the holder (together with certain of its affiliates and other related parties) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). However, the holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

The Initial Note ranks senior to all outstanding and future indebtedness of the Company, and its Subsidiaries (as defined in the Purchase Agreement) other than Permitted Indebtedness (as defined in the Initial Note) secured by Permitted Liens (as defined in the Initial Note).

The foregoing description the Initial Note does not purport to be complete and is qualified in its entirety by reference to the Initial Note attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of the Report is incorporated by reference herein to this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

The information in Item 1.01 of the Report is incorporated by reference herein to this Item 3.02. The sale of the Initial Note was conducted in a private offering in reliance on an exemption from registration provided by Section 4(a)(2) of the Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Item		Description
4.1		Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note.
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: August 8, 2025	By:	/s/ George Terzis
		George Terzis
		Chief Financial Officer

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FAQ

What did Cosmos Health (COSM) issue in this 8-K?

Cosmos Health issued a 9% original-issue-discount senior secured convertible promissory note with original principal of $8,000,000.

When does the COSM Initial Note mature and what is the interest arrangement?

The Initial Note matures on August 7, 2027 and bears interest at 9% per annum, computed on a 360-day year and payable monthly in arrears beginning September 1, 2025.

How is interest payable under the COSM Initial Note?

Interest is payable in shares of common stock, cash, or a combination, provided Equity Conditions are met; the company may elect cash or mixed payment after notice to the Purchaser.

At what price can the COSM Initial Note be converted into common stock?

Conversion is based on the lower of a $1.05 Conversion Price and the Market Price, by dividing the Conversion Amount by that lower price.

Are there ownership limits on conversion for the COSM Note holder?

Yes. The holder cannot convert to own more than 4.99% of outstanding common stock immediately after conversion, though the holder may increase this limit up to 9.99% with notice; increases take effect after 61 days.

Was the sale of the Initial Note registered with the SEC?

No. The sale was conducted in a private offering in reliance on an exemption under Section 4(a)(2) of the Securities Act of 1933.