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).
___________
(1) Incorporated by reference to the Company's Current Report on Form 8-K filed
with the SEC on December 20, 2022.
2
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