ITEM 1.01 Entry into a Material Definitive Agreement.

On January 17, 2023, Cosmos Health Inc. (the "Company") entered into an amendment to the Securities Purchase Agreement dated as of December 19, 2022 with its Chief Executive Officer, Grigorios Siokas. A copy of this Amendment is attached to the Form 8-K as Exhibit 10.1. Mr. Siokas had purchased $3,000,000 of securities (the "Securities") in the Company's December 19, 2022 Registered Direct Offering. He purchased 260,870 shares of Common Stock and accompanying warrants (the "Warrants") to purchase 260,870 shares of Common Stock at a combined price of $11.50 per share and Warrant.

Following the closing on December 21, 2022, certain accounting issues arose concerning Mr. Siokas' purchase which could be deemed to constitute executive compensation. As a result, Mr. Siokas agreed to forfeit the warrants received in the offering. He also clarified the terms of his investment that his allocation in the offering was not determined until after the market close on December 19, 2022.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits



Number     Description
  10.1       Amendment No. 1 to Securities Purchase Agreement of Gregorios
           Siokas
  10.2       Form of Securities Purchase Agreement dated as of December 19,
           2022(1).


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(1) Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on December 20, 2022.






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