ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 8, 2023, Cosmos Health Inc. (the "Company") entered into a Stock Purchase Agreement with Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde Kanaroglou (the "Sellers"), the owners of one hundred (100%) percent of the equity (the "Shares") of Pharmaceutical Laboratories Cana S.A. ("Cana Holdings"). The Purchase Price for the Shares for each Seller is €800,000 and 46,377 shares of Cosmos restricted common stock at an issuance price of $17.25 per share or $800,000.

Cana Holdings is a Greek pharmaceutical company that manufactures, sells, distributes, and markets original branded products researched and developed by leading global pharmaceutical and healthcare companies.

As previously announced on February 28, 2023, the Company issued a five-year senior secured promissory note (the "Note") in the principal amount of €4,100,000 to Cana Holdings. This Note is secured by the stock of Cana Holdings' wholly-owned subsidiary, Pharmaceutical Laboratories Cana S.A. ("Cana Pharma"), as well as the Shares of Cana Holdings held by the Sellers. The closing of this transaction is conditioned upon: (i) the satisfactory completion of due diligence; (ii) delivery of auditors' financial statements of Cana Holdings as of December 31, 2022; (iii) receipt by the Company of all required approvals, covenants and waivers; (iv) indebtedness of Cana Holdings shall not exceed €1,000,000 (exclusive of the Note); (v) payment of the Purchase Price and delivery of the Shares; (vi) no material adverse changes in the business of Cana Holdings; and (vii) customary closing conditions.

Sellers are prohibited from, directly or indirectly, soliciting or entering into discussions with any third party regarding a possible Acquisition Proposal (as defined therein).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits



Number

  10.1       Stock Purchase Agreement dated May 8, 2023 by and among Cosmos Health
           Inc. and Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde
           Kanaroglou regarding Cana Laboratories Holding (Cyprus) Limited.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           Document)





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