COSM / Cosmos Health Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

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) May 21, 2026

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) May 21, 2026 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 Numbe

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

EXHIBIT 99.1 Cosmos Health Reports Q1 2026 Results: Revenue Up 31% to $17.9M, New Q1 Record; Total Liabilities Reduced by $4.5M; Stockholders' Equity Up 7.6%; Cash of $2.2M; Record Momentum Continues into Q2 with U.S. Expansion Underway · Record Q1 revenue of $17.9M, up 31% from $13.71 million in Q1 2025, reflecting strength across all core segments · Total liabilities decreased by $4.5M, or 9.6%,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

May 11, 2026

May 11, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2026

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2026 Registration Statement No.

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) April 15, 2026

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) April 15, 2026 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 Num

Key Metric

EXHIBIT 99.1 Cosmos Health Reports Full Year 2025 Results: Revenue Hits All-Time Record of $65.3M, Up 20%; Gross Profit Surges 83% to $7.9M; Gross Margin Expands 418 Basis Points; Adjusted EPS Improves 82%; Cash Position Up 10x to $3.5M; Record Growth Continues Into 2026 Across All Core Segments · Scaled contract manufacturing division, securing long-term agreements for over 12 million units · Exp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

SUBSIDIARIES

EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100 % SkyPharm, S.A. Greece 100 % Decahedron Ltd. United Kingdom 100 % ZipDoctor Inc. Texas 100 % Cana Laboratories Holding (Cyprus) Limited Cyprus 100 %

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2025 Registration Statement No.

COSMOS HEALTH INC. Up to $10,400,000 in Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267550 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 21, 2022 COSMOS HEALTH INC. Up to $10,400,000 in Common Stock This Prospectus Supplement (the “Supplement”) amends and supplements the information in the prospectus, dated September 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part

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): December 11, 2025

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): December 11, 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

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) November 17, 2025

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) November 17, 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

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

EXHIBIT 99.1 Cosmos Health Reports Record Q3 2025 Results with All-Time High Revenue, Gross Profit and Gross Margin; Revenue Up 38% to $17.1M, Gross Profit Up 116% to $2.6M, Adjusted EBITDA Up 74%, Cash Position Up to $4.63M from $0.66M CHICAGO, IL / GLOBE NEWSWIRE / November 17, 2025 /Cosmos Health Inc. ("Cosmos Health" or the “Company”)(NASDAQ:COSM), a diversified, vertically integrated global h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of regis

Calculation of Filing Fee Tables (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2025 Registration Statement No.

Cosmos Health Regains Compliance with Nasdaq Minimum Bid Price Requirement

EXHIBIT 99.1 Cosmos Health Regains Compliance with Nasdaq Minimum Bid Price Requirement CHICAGO, IL / GLOBE NEWSWIRE / October 16, 2025 / Cosmos Health Inc. ("Cosmos Health" or the “Company”) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group, today announced that on October 15, 2025, it received written notice (the ”Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) con

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) October 15, 2025

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) October 15, 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 N

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) September 30, 2025

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) September 30, 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

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) September 30, 2025

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) September 30, 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

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF COSMOS HEALTH INC.

EXHIBIT 3.1 1 2 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF COSMOS HEALTH INC. Pursuant to the provisions of Chapter 78 of the Nevada Revised Statutes (the “NRS”), the undersigned corporation adopts the following Amendment to the Articles of Incorporation. I. AMENDMENT TO THE ARTICLES OF INCORPORATION. Article 3 of the Articles of Incorporation is amended as follows: 3. AUTHORIZED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

11

EXHIBIT 99.1 Cosmos Health CEO Issues Letter to Shareholders: Building a Global Healthcare Powerhouse with $300M Digital Financing Facility, U.S. Manufacturing Expansion, and AI Innovation CHICAGO, IL / GLOBE NEWSWIRE / September 29, 2025 / Cosmos Health Inc. ("Cosmos Health" or the “Company”) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group, today announced that its Chi

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) September 29, 2025

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) September 29, 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

AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 4.2 AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment (this “Amendment”) to the Secured Convertible Promissory Note dated June 9, 2025 (the “Note”) is made and entered into as of August 6, 2025, by and between Cosmos Health Inc., a Nevada corporation (the “Company” or “Maker”), and M2B Funding Corp., a Florida corporation (the “Holder”). RECITALS: WHEREAS, the Holder is the o

COSMOS HEALTH INC. Secured Convertible Promissory Note

EXHIBIT 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2025 Registration Statement No.

Calculation of Filing Fee Tables (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

IINTERCREDITOR AND SUBORDINATION AGREEMENT

EXHIBIT 10.3 IINTERCREDITOR AND SUBORDINATION AGREEMENT August 6, 2025 To: ATW Digital Asset Opportunities VII LLC ONE PENN 1 Pennsylvania Plaza, 48th Floor New York, NY 10119 Attention: [email protected] and [email protected] In order to induce you to make and continue to make certain loans and extend credit to Cosmos Health Inc., a Nevada corporation (the “Company” and together wit

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2025 Registration Statement No.

COSMOS HEALTH INC. Up to $50,000,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note.

EXHIBIT 4.1 FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, AC

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)

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) (Co

Form of Security and Pledge Agreement, dated as August 5, 2025.

EXHIBIT 10.2 EXECUTION VERSION SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of August 5, 2025 (this “Agreement”), made by Cosmos Health Inc., a Nevada corporation, with offices located at 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604, United States (the “Company”), and each of the direct and indirect Domestic Subsidiaries (as defined below) of the Company, if any, f

Form of Securities Purchase Agreement, dated as of August 5, 2025.

EXHIBIT 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2025, is by and among Cosmos Health Inc., a Nevada corporation with offices located at 141 West Jackson Boulevard, Suite 4236, Chicago IL 60604 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” an

Form of Voting and Support Agreement, August 5, 2025.

EXHIBIT 10.4 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of August 5, 2025 (the “Effective Date”), by and among Cosmo Health Inc., a Nevada corporation (the “Company”), and certain stockholders of the Company as listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). RECITALS WHEREAS, on August 5,

Cosmos Health Secures up to $300 Million Financing Facility to Launch Ethereum Treasury Strategy

EXHIBIT 99.1 Cosmos Health Secures up to $300 Million Financing Facility to Launch Ethereum Treasury Strategy CHICAGO, IL / GLOBE NEWSWIRE / August 6, 2025 / Cosmos Health Inc. (“Cosmos Health” or the “Company”) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group, announced today that it has entered into a securities purchase agreement with a U.S.-based institutional invest

Form of Registration Rights Agreement, dated as of August 5, 2025.

EXHIBIT 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2025, is by and among Cosmos Health Inc., a Nevada corporation with offices located at 141 West Jackson Boulevard, Suite 4236, Chicago IL 60604 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connecti

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 6, 2025 (August 5, 2025)

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 6, 2025 (August 5, 2025) COSMOS HEALTH INC. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Co

Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note.

EXHIBIT 4.1 [FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE] NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

Form of Account Control Agreement, August 5, 2025.

EXHIBIT 10.5 Account Control Agreement This Account Control Agreement (the “Agreement”) is made effective August 5, 2025 among Cosmos Health Inc., a Nevada corporation (the “Pledgor”), [*], a [*] (in its capacity as collateral agent for the Buyers (as defined below) in such capacity, together with its successors and assigns in such capacity, the “Secured Party”), [*] (“Delegate”), for the limited

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2025 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registran

Cosmos Health Receives Additional 180-Day Compliance Period from Nasdaq

EXHIBIT 99.1 Cosmos Health Receives Additional 180-Day Compliance Period from Nasdaq CHICAGO, IL / ACCESSWIRE / May 6, 2025 / Cosmos Health Inc. (“Cosmos Health” or the “Company”) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthcare products, an

Current Report

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) May 6, 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

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100 % SkyPharm, S.A. Greece 100 % Decahedron Ltd. United Kingdom 100 % ZipDoctor Inc. Texas 100 % Cana Laboratories Holding (Cyprus) Limited Cyprus 100 %

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

Insider Trading Policies and Procedures

EXHIBIT 19.1 INSIDER TRADING POLICY 1. General Purpose Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material non-public information about a company, as well as the disclosure of material, non-public information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider trading.” Insider

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Current Report

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) February 18, 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

Cosmos Health Announces It Will Not Proceed with an Offering Under Its Form S-1

EXHIBIT 99.1 Cosmos Health Announces It Will Not Proceed with an Offering Under Its Form S-1 CHICAGO, IL / ACCESSWIRE / February 18, 2025 / Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthca

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2025 Registration Statement No.

Current Report

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) January 28, 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 N

Cosmos Health Secures Bond Loan from European Bank on Very Competitive Terms, with Option to Upsize to Support Growth and Achieve Positive Operating Cash Flow

EXHIBIT 99.1 Cosmos Health Secures Bond Loan from European Bank on Very Competitive Terms, with Option to Upsize to Support Growth and Achieve Positive Operating Cash Flow CHICAGO, IL / ACCESSWIRE / January 28, 2025 / Cosmos Health Inc. (“Cosmos Health” or the “Company’’) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pha

Patent and Technology License Agreement

EXHIBIT 10.1 PATENT AND TECHNOLOGY LICENSE AGREEMENT This Patent and Technology License Agreement ("Agreement") is made on December 31, 2024 (the “Effective Date”) by and between DOCPHARMA Single SA. (“Licensor”), a Greek company, located at Agiou Georgiou 5, 57001, Pylaia, Greece, and COSMOS HEALTH INC., a Nevada corporation, located at 141 West Jackson Boulevard, Suite 4236, Chicago IL 60604 ("L

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) December 31, 2024

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) December 31, 2024 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

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

Consent of Davidoff Hutcher & Citron LLP (included in Exhibit 5.1)**

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2025 Registration Statement No.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2025 Registration Statement No.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2025 Registration Statement No.

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

Form of Common Warrant issued in connection with this offering

EXHIBIT 4.9 FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC. Warrant Shares: Issue Date: December , 2024 Initial Exercise Date: [•], THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

Form of Pre‑Funded Warrant issued in connection with this offering

EXHIBIT 4.8 FORM OF PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC. Warrant Shares: Original Exercise Date: December , 2024 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

9,748,252 Shares of Common Stock

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENT NO. 333-282859 Prospectus 9,748,252 Shares of Common Stock This prospectus relates to the resale (the “Offering”) by Armistice Capital Master Fund, Ltd. (the “Selling Shareholder”) of up to 9,748,252 shares of Common Stock, $0.001 par value, of Cosmos Health Inc. (the “Company,” “Cosmos” or “we”) issuable upon exercise of warrants to purchase

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2024 Registration Statement No.

Form of Securities Purchase Agreement between Purchasers and the Company in connection with this offering (Exhibits and Schedules to the Agreement have been omitted and are available upon request of the SEC)

EXHIBIT 10.97 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2024, between Cosmos Health Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

Form of Placement Agent Agreement

EXHIBIT 1.1 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 December , 2024 Cosmos Health Inc. 5 Agiou Gergiou, Pilea Thessaloniki, Greece 55438 Attention: Grigorios Siokas, Chief Executive Officer Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners,

COSMOS HEALTH, INC. 5 Agiou Georgiou Pilea Thessaloniki, Greece 55438

COSMOS HEALTH, INC. 5 Agiou Georgiou Pilea Thessaloniki, Greece 55438 December 12, 2024 Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Alyssa Wall Re: Cosmos Health, Inc. Form S-1 Registration StatementFile No. 333-282859 Dear Ms. Wall: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cosmos Health,

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 2024 Registration Statement No.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 2024 Registration Statement No.

Submission of Matters to a Vote of Security Holders

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) November 19, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of regis

COSM / Cosmos Health Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-cosm093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cosmos Health Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 221413305 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2024 Registration Statement No.

Current Report

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) November 6, 2024 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 N

LETTER

November 12, 2024 Grigorios Siokas Chief Executive Officer Cosmos Health Inc. 5 Agiou Georgiou, Pilea Thessaloniki, Greece 55438 Re: Cosmos Health Inc. Registration Statement on Form S-1 Filed October 28, 2024 File No. 333-282859 Dear Grigorios Siokas: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding reques

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

Form of Inducement Offer Letter between Cosmos Health Inc. and A.G.P./Alliance Global Partners (73)

EXHIBIT 10.1 COSMOS HEALTH INC. 2 Agiou Georgiou Pilea, Thessaloniki Greece 55438 September 26, 2024 To the Holder of Warrants to Purchase Shares of Common Stock of Cosmos Health Inc. Issued on December 28, 2023 Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: COSMOS HEALTH INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “yo

Form of Series A Warrant (73)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Series B Warrant(73)

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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) September 26, 2024

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) September 26, 2024 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

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CO

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

424B3 1 cosm424b3.htm 424B3 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CO

6,936,996 Shares of Common Stock COSMOS HEALTH INC.

FILED PURSUANT TO RULE 424(b)(3) REGISTRATION STATEMENTS: No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 Prospectus 6,936,996 Shares of Common Stock COSMOS HEALTH INC. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CO

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2024 No. 333-276755 No. 333-269289 No. 333-274093 No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-276755 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 Registration Statement No. 333-269289 POST-EFFECTIVE AMENDMENT NO. 1 t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100 % SkyPharm, S.A. Greece 100 % Decahedron Ltd. United Kingdom 100 % ZipDoctor Inc. Texas 100 % Cana Laboratories Holding (Cyprus) Limited Cyprus 100 %

2

EXHIBIT 99.1 Cosmos Health Regains Compliance with Nasdaq Minimum Bid Price Rule CHICAGO, IL / ACCESSWIRE / July 19, 2024 / Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthcare products, and

Current Report

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) July 19, 2024 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 Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

Cosmos Health Receives Additional Delinquency Letter from Nasdaq Regarding Late Filings of Its Forms 10-K and 10-Q

EXHIBIT 99.1 Cosmos Health Receives Additional Delinquency Letter from Nasdaq Regarding Late Filings of Its Forms 10-K and 10-Q CHICAGO, IL / ACCESSWIRE / May 24, 2024 / Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufactur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 26, 2024 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

Response Letter from Cosmos Health Inc. to KPMG*

EXHIBIT 16.2 May 1, 2024 By electronic mail TO: KPMG Certified Auditors S.A. 44 Syngrou Avenue 117 42 Athens, Greece Dear KPMG Certified Auditors S.A., The Board of Directors of Cosmos Health Inc. ("Cosmos" or the "Company") and its Audit Committee have reviewed your letter dated April 29, 2024, which was provided to the Company for purposes of being filed as Exhibit 16.1 to the Amendment of the C

Letter from KPMG to the SEC*

EXHIBIT 16.1

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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) April 26, 2024 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 Num

Form Rights Agreement and Rights Certificate (74)

EXHIBIT 4.1 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of April 22, 2024 (this “Agreement”) by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and Globex Transfer, LLC, as rights agent (the “Rights Agent”); WHEREAS it has been determined that it is in the best interests of the Company to adopt a shareholder rights plan to ensure, to the extent possible, that all shareholders

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

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) April 19, 2024 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 Num

Current Report

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) April 17, 2024 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 Num

Cosmos Health Receives Nasdaq Notice on Late Filing of Its Form 10-K

EXHIBIT 99.1 Cosmos Health Receives Nasdaq Notice on Late Filing of Its Form 10-K CHICAGO, IL / ACCESSWIRE / April 19, 2024 / Cosmos Health Inc. (“Cosmos Health” or the “Company’’) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufacturer and distributor of healthcare products, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

RELATED PARTY TRANSACTION POLICIES AND PROCEDURES

EXHIBIT 99.1 RELATED PARTY TRANSACTION POLICIES AND PROCEDURES POLICY It is the policy of the Board of Directors (“Board”) of Cosmos Health Inc. (“Company”) that all Related Party Transactions, as that term is defined in this policy (“Policy”), shall be subject to review in accordance with the procedures set forth below. The Board has determined that the Audit Committee (“Committee”) is best suite

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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) March 9, 2024 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 Numb

COSMOS HEALTH INC. Up to $6,900,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267550 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 15, 2022 AND PROSPECTUS SUPPLEMENT DATED FEBRUARY 29, 2024 COSMOS HEALTH INC. Up to $6,900,000 Shares of Common Stock This prospectus supplement updates and amends certain information in the prospectus, dated December 15, 2022 (the “Base Prospectus”) as supplemented by the pros

COSMOS HEALTH INC. 5,049,535 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267550 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 15, 2022 COSMOS HEALTH INC. 5,049,535 Shares of Common Stock We are offering on a “reasonable best efforts” basis up to 5,049,535 of shares of common stock of Cosmos Health Inc. (the “Common Stock”). This offering is made pursuant that certain Sales Agreement, or sales agreemen

COSMOS HEALTH INC. 4,874,126 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-274093 PROSPECTUS COSMOS HEALTH INC. 4,874,126 Shares of Common Stock This prospectus relates to the sale (the “Offering”) by Armistice Capital Master Fund, Ltd. (the “Selling Shareholder”) of up to 4,874,126 shares of Common Stock, $0.001 par value, of Cosmos Health Inc. (the “Company,” “Cosmos” or “we”) issuable upon exercise of war

DE:V67A / Cosmos Health Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

COSMOS HEALTH INC. 5 AGIOU GEORGIOU PILEA THESSALONIKL, GREECE 55428 February 6, 2024

COSMOS HEALTH INC. 5 AGIOU GEORGIOU PILEA THESSALONIKL, GREECE 55428 February 6, 2024 Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Cosmos Health Inc. Form S-3 Registration Statement File No. 333-276755 Dear Mr. Anderegg, Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Cosmo

LETTER

United States securities and exchange commission logo February 5, 2024 Grigorios Siokas Chief Executive Officer Cosmos Health Inc.

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2024 Registration Statement No.

Cosmos Health Bolsters Presence in $400Bn+ Global Generic Drugs Market with $3.5M Acquisition of 10-Drug Portfolio

EXHIBIT 99.1 Cosmos Health Bolsters Presence in $400Bn+ Global Generic Drugs Market with $3.5M Acquisition of 10-Drug Portfolio CHICAGO, IL / ACCESSWIRE / January 18, 2024 / Cosmos Health Inc. (“Cosmos Health” or the “Company’’) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pharmaceutical and nutraceutical brands, manufa

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) January 18, 2024

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) January 18, 2024 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 N

Form of Warrant (71)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 2023 Cosmos Health Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation)

Form of Warrant Exchange Agreement (71)

EXHIBIT 4.2 COSMOS HEALTH INC. 2 Agiou Georgiou Pilea, Thessaloniki Greece 55438 December 28, 2023 To the Holder of Warrants to Purchase Shares of Common Stock of Cosmos Health Inc. Issued on July 21, 2023 and December 21, 2022 Re: Warrant Exchange Agreement Dear Holder: COSMOS HEALTH INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opport

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) December 27, 2023

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) December 27, 2023 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

Cosmos Health Set for Substantial Growth From Acquisitions Completed in 2023

EXHIBIT 99.1 Cosmos Health Set for Substantial Growth From Acquisitions Completed in 2023 · In 2023, Cosmos Health concluded multiple acquisitions, including Cana Laboratories, the distribution network owned by Bikas GP, and ZipDoctor. · These acquisitions are projected to contribute almost $4 million in incremental group annual revenue in FY 2023. · Projected FY 2024 group revenue from these acqu

Clawback Policy (73)

EXHIBIT 10.1 Cosmos Health Inc. (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this

Current Report

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) November 21, 2023 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

Current Report

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) November 21, 2023 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

September 30, 2023

EXHIBIT 99.1 Cosmos Health Reports Q3 2023 Results; Revenue Increased 7% YoY, Total Assets Reached Record $71.5M with Stockholders' Equity of $44.2M or $3.4/Share THESSALONIKI, GREECE / ACCESSWIRE / November 21, 2023 /Cosmos Health Inc. ("Cosmos Health" or the “Company'') (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary pha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☒ Transi

COSMOS HEALTH CEO Issues Letter to Shareholders

EXHIBIT 99.1 COSMOS HEALTH CEO Issues Letter to Shareholders · Company reaches major strategic inflection point, with operations and revenue ramp-up underway, to significantly accelerate in 2024 and beyond · Maintains solid balance sheet with negligible debt and strong, diversified asset base · Book value exceeds $4 per share, which is more than 2.5x current share price · Tangible assets, includin

Other Events

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) October 5, 2023 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 Nu

Current Report

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) September 27, 2023 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

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) September 18, 2023

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) September 18, 2023 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

Other Events

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) September 12, 2023 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

Cosmos Health Introduces Guidance; Expects to Achieve Over $180M in Gross Annual Revenue and EBITDA in Excess of $20M by 2026; Recaps Significant Events Reported So Far in 2023

EXHIBIT 99.1 Cosmos Health Introduces Guidance; Expects to Achieve Over $180M in Gross Annual Revenue and EBITDA in Excess of $20M by 2026; Recaps Significant Events Reported So Far in 2023 ● Company reaches major strategic inflection point, with operations and revenue ramp-up underway ● Inaugural 2026 guidance introduced; target to achieve: ○ More than $180 million in gross annual revenue ○ EBITD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

COSMOS HEALTH INC. 1,935,485 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-274093 PROSPECTUS COSMOS HEALTH INC. 1,935,485 Shares of Common Stock This prospectus relates to the sale (the “Offering”) by selling shareholders (the “Selling Shareholders”) of up to 1,935,485 shares of common stock, $0.001 par value (the “Shares”), of Cosmos Health Inc. (the “Company,” “Cosmos” or “we”) issuable upon exercise of Co

COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 August 29, 2023 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Kate Beukenkamp Re: Cosmos Health Inc. Form S-3 Registration Statement File No. 333-274093 Dear Ms. Beukenkamp: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,

LETTER

United States securities and exchange commission logo August 25, 2023 Grigorios Siokas Chief Executive Officer Cosmos Health Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2023 Registration Statement No.

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☒ Transition

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 15, 2023

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 15, 2023 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as spec

Three Months Ended June 30,

EXHIBIT 99.1 Cosmos Health Reports Q2 2023 Financial Results; Adjusted Net Income Increases by 3550% to Surpass $3 Million for H1 2023 vs $(0.09) Million H1 2022; Book Value per Share Exceeds $4.04 CHICAGO, IL / August 15, 2023 / Cosmos Health Inc. ("Cosmos Health" or "the Company") (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of prop

Current Report

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 1, 2023 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 Num

Letter dated August 7, 2023 from Armanino LLP regarding change in independent registered public accounting firm.

EXHIBIT 16.1 Armanino LLP 2700 Camino Ramon Suite 350 San Ramon, CA 94583-5004 925 790 2600 main 925 790 2601 fax armanino.com August 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of the Current Report on Form 8-K of Cosmos Health Inc. dated August 7, 2023, which we understand will be filed with the Securities and Exchang

Cosmos Health Inc. Announces Closing of $5.25 Million Registered Direct Offering and Concurrent Private Placement

EXHIBIT 99.2 Cosmos Health Inc. Announces Closing of $5.25 Million Registered Direct Offering and Concurrent Private Placement CHICAGO, IL / ACCESSWIRE / July 21, 2023 / Cosmos Health Inc. (the “Company”) (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, today announced the cl

Form of Common Warrant(70)

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agency Agreement(70)

EXHIBIT 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 July 20, 2023 Cosmos Health Inc. Attention: Grigorios Siokas, Chief Executive Officer 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners

Form of Amendment No. 1 to Common Warrant Agreement(70)

EXHIBIT 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of July 21, 2023, by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of , to purchase shares of common stock of the Company,

Form of Investor Agreement(70)

EXHIBIT 10.3 INVESTOR AGREEMENT July 20, 2023 This agreement (the “Investor Agreement”) is being delivered to you in connection with an understanding by and between Cosmos Health Inc., a Nevada corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated July 20, 202

Form of Pre-Funded Warrant(70)

EXHIBIT 4.1 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HEALTH INC. Warrant Shares: Original Exercise Date: July , 2023 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

Form of Securities Purchase Agreement(70)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2023, between Cosmos Health Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

US2214132068 / COSMOS HOLDINGS INC / Siokas Grigorios - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Num

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) July 20, 2023

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) July 20, 2023 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 Numb

Cosmos Health Inc. Announces Pricing of $5.25 Million Registered Direct Offering and Concurrent Private Placement

EXHIBIT 99.1 Cosmos Health Inc. Announces Pricing of $5.25 Million Registered Direct Offering and Concurrent Private Placement CHICAGO, IL / ACCESSWIRE / July 20, 2023 / Cosmos Health Inc. (the “Company”) (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, today announced that i

COSMOS HEALTH INC.

PROSPECTUS SUPPLEMENT (to the Prospectus dated December 15, 2022) Filed Pursuant to Rule 424(b)(5) Registration No.

COSMOS HEALTH INC.

Filed pursuant to Rule 424(b)(5) Registration No. 333-269289 Prospectus Supplement (To the Prospectus dated January 27, 2023) COSMOS HEALTH INC. 782,610 Shares of Common Stock Issuable Upon the Exercise of Common Warrants This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated January 27, 2023 (the “Prospectus”), relating to the resale by two

Current Report

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) June 30, 2023 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 Numb

Cosmos Health Successfully Completes Acquisition of Cana Laboratories;

EXHIBIT 99.1 Cosmos Health Successfully Completes Acquisition of Cana Laboratories; Anticipates to Record a Substantial Gain on Bargain Purchase CHICAGO, IL / ACCESSWIRE / July 6, 2023 / Cosmos Health Inc. ("Cosmos Health" or the “Company”) (NASDAQ:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and med

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) May 25, 2023

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) May 25, 2023 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 Numbe

Binding Letter of Intent dated May 25, 2023 by and among Cosmos Health Inc. and Docpharm GmbH and Dr. Mathias Krebs(68)

EXHIBIT 10.1 BINDING LETTER OF INTENT (LOI) This Letter of Intent (“LOI”) sets forth the terms and conditions for a proposed acquisition and financing by Cosmos Health Inc. (“Cosmos”), a corporation organized under the laws of the State of Nevada, with Company I.R.S number (27-0611758),located at 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604, of Docpharm Gmbh. (the “Company” or “docpha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413206 (Check one:) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

Current Report

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) May 8, 2023 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

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 (69)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of May 8, 2023, is entered into between by and among Cosmos Health Inc., a Nevada corporation (“Buyer”) and Konstantinos-Gaston Kanaroglou, an individual, and Konstantina-Mathilde Kanaroglou, an individual (each, a “Seller” and together, the “Sellers”). RECITALS WHEREAS, the Sellers own all of the issu

Cosmos Health Ends 2022 with Transformed Balance Sheet and Achieves Positive Adjusted EBITDA for the Fiscal Year 2022

EXHIBIT 99.1 Cosmos Health Ends 2022 with Transformed Balance Sheet and Achieves Positive Adjusted EBITDA for the Fiscal Year 2022 CHICAGO, IL / ACCESSWIRE / April 13, 2023 / Cosmos Health Inc. ("Cosmos Health" or "the Company") (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices

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) April 13, 2023

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) April 13, 2023 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 Num

Canada Inc Purchase Agreement dated as of January 6, 2023 (67)

EXHIBIT 10.82 PURCHASE AGREEMENT (the “Agreement”) January 6, 2023 4423607 CANADA INC Owner of PLACE CHURCHILL INC 3705 Place Churchill Inc Brossard (Québec) J4Y0E4 Canada An agreement has been concluded as follows. Cosmos Health Inc. (the "Purchaser") based on the warranties and representations herein contained and subject to the terms and conditions hereinafter set forth hereby offers to purchas

List of Subsidiaries

EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100 % SkyPharm, S.A. Greece 100 % Decahedron Ltd. United Kingdom 100 %

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HEALTH INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54436 CUSIP Number: 221413305 (Check one:) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

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) February 28, 2023

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) February 28, 2023 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

Cana Pharmaceutical Share Pledge Agreement dated as of February 28, 2022 (66)

EXHIBIT 10.3 CANA PHARMACEUTICALS SHARE PLEDGE AGREEMENT THIS SHARE PLEDGE AGREEMENT is made as of this 28th day of February, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (the “Pledgor”) and Cosmos Health Inc., a corporation organ

Secured Promissory Note dated February 28, 2023 issued by Cana Laboratories Holdings (Cyprus) Limited (66)

EXHIBIT 10.1 SECURED PROMISSORY NOTE Principal Amount: € 4,100,000.00 Issue Date: February 28, 2023 For value received, Cana Laboratories Holding (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus (the “Borrower”), hereby promises to pay to the order of Cosmos Health, Inc., a corporation organized under the laws of the state of Nevada (the “Holder”) the principal su

Cana Holdings Share Pledge Agreement dated as of February 28, 2023 (66)

EXHIBIT 10.2 CANA HOLDINGS SHARE PLEDGE AGREEMENT THIS SHARE PLEDGE AGREEMENT is made as of this 28th day of February, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde Kanaroglou, (the “Pledgors” and each a “Pledgor”), Cana Laboratories Holding (Cyprus) Limited (as defined below, hereb

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) February 1, 2023

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) February 1, 2023 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 N

Cosmos Health Announces the Appointment of Nikos Bardakis, an Experienced Executive in the Pharmaceutical Industry, as Chief Operating Officer

EXHIBIT 99.1 Cosmos Health Announces the Appointment of Nikos Bardakis, an Experienced Executive in the Pharmaceutical Industry, as Chief Operating Officer CHICAGO, IL / ACCESSWIRE / February 1, 2023 /Cosmos Health Inc.(“the Company”)(Nasdaq:COSM),a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical dev

COSMOS HEALTH INC. 2,567,450 Shares of Common Stock

Registration Statement No. 333-269289 Filed Pursuant to Rule 424(b)(3) Under The Securities Act of 1933 PROSPECTUS COSMOS HEALTH INC. 2,567,450 Shares of Common Stock This prospectus relates to the sale (the “Offering”) by selling shareholders (the “Selling Shareholders”) of up to 2,567,450 shares of common stock, $0.001 par value (the “Shares”), of Cosmos Health Inc. (the “Company,” “Cosmos” or “

COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

CORRESP 1 filename1.htm COSMOS HEALTH INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 January 25, 2023 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Jennie Beysolow Re: Cosmos Health Inc. Form S-3 Registration Statement File No. 333-269289 Dear Ms. Beysolow: Pursuant to Rule 461 promulgated under the Securities Act o

LETTER

United States securities and exchange commission logo January 24, 2023 Georgios Terzis Chief Financial Officer Cosmos Health Inc.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2023 Registration Statement No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) Cosmos Health Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin

Current Report

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) January 17, 2023 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 N

Amendment No. 1 to Securities Purchase Agreement of Grigorios Siokas (65)

EXHIBIT 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This amendment (the “Amendment”) to the Securities Purchase Agreement dated as of December 19, 2022 (the “SPA”), by and between Cosmos Health Inc. (the “Company”) (f/k/a Cosmos Holdings Inc.) and Grigorios Siokas (“Siokas”), Chief Executive Officer of the Company, with addresses set forth below. WHEREAS, the Company and Siokas agreed to

Cosmos Health Extends and Updates its Agreement to Acquire Cana Laboratories, a European Pharmaceutical Company Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands

EXHIBIT 99.1 Cosmos Health Extends and Updates its Agreement to Acquire Cana Laboratories, a European Pharmaceutical Company Vertically Integrating its Manufacturing and R&D Capabilities and Expanding its Product Pipeline with New Brands CHICAGO, IL / ACCESSWIRE / January 10, 2023 / Cosmos Health, Inc. ("the Company") (Nasdaq:COSM), a global healthcare group with proprietary lines of nutraceutical

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) January 10, 2023

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) January 10, 2023 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 N

LETTER

United States securities and exchange commission logo January 4, 2023 George Terzis Chief Financial Officer Cosmos Health Inc.

US2214132068 / COSMOS HOLDINGS INC / Siokas Grigorios - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Num

COSMOS HEALTH INC.

PROSPECTUS SUPPLEMENT (to the Prospectus dated December 15, 2022) Filed Pursuant to Rule 424(b)(5) Registration No.

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) December 19, 2022

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) December 19, 2022 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

Form of Common Warrant (64)

EXHIBIT 4.2 WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Issuance Date: December [•], 2022 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

Cosmos Health Inc. Announces Pricing of $32.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market

EXHIBIT 99.1 Cosmos Health Inc. Announces Pricing of $32.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market CHICAGO, IL / ACCESSWIRE / December 19, 2022 / Cosmos Health Inc. (the “Company”) (Nasdaq: COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devic

Form of Pre-Funded Warrant (64)

EXHIBIT 4.1 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Exercise Date: December , 2022 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

Form of Placement Agency Agreement (64)

EXHIBIT 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 December , 2022 Cosmos Health Inc. Attention: Grigorios Siokas, Chief Executive Officer 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 Re: Placement Agency Agreement Dear Mr. Siokas: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partne

Form of Securities Purchase Agreement (64)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2022, between Cosmos Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

COSMOS HOLDINGS INC. Shares of Common Stock Shares of Preferred Stock Subscription Rights

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267550 $50,000,000 COSMOS HOLDINGS INC. Shares of Common Stock Shares of Preferred Stock Warrants/Units Subscription Rights We may offer and sell the securities identified above from time to time in one or more offerings at prices and on terms that we will determine at the time of each offering, for an aggregate initial offering price

Cosmos Holdings Inc. Changes its Name to Cosmos Health Inc. Announces a 1-For-25 Reverse Stock Split

EXHIBIT 99.1 Cosmos Holdings Inc. Changes its Name to Cosmos Health Inc. and Announces a 1-For-25 Reverse Stock Split CHICAGO, December 16, 2022 (GLOBE NEWSWIRE) –Cosmos Holdings Inc. d/b/a Cosmos Health (“the Company") (Nasdaq: COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, announ

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) December 15, 2022

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) December 15, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission Fil

Certificate of Amendment to Articles of Incorporation (63)

EXHIBIT 3.1

List of Subsidiaries

EX-21 2 cosmex21.htm LIST OF SUBSIDIARIES EXHIBIT 21 SUBSIDIARIES Name Jurisdiction Ownership Cosmofarm Ltd. Greece 100% SkyPharm, S.A. Greece 100% Decahedron Ltd. United Kingdom 100%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HOLDINGS INC. (Exact

COSMOS HOLDINGS INC. 141 West Jackson Boulevard, Suite 4236 Chicago, Illinois 60604

COSMOS HOLDINGS INC. 141 West Jackson Boulevard, Suite 4236 Chicago, Illinois 60604 December 15, 2022 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F St NW Washington, D.C. 20549 Attention: Abe Friedman / Doug Jones Re: Cosmos Holdings Inc. Form 10-K Filed April 15, 2022 File No. 001-41308 Ladies and Gentlemen: Cosmos Holdings Inc. (the “Company”) is responding to the

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 December 13, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-3 Registration Statement File No. 333-267550 Dear Ms. Adeloye: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, C

Submission of Matters to a Vote of Security Holders

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) December 2, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File

Cosmos Holdings Inc. 141 West Jackson Boulevard Chicago, IL 60604

CORRESP 1 filename1.htm Cosmos Holdings Inc. 141 West Jackson Boulevard Chicago, IL 60604 December 1, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-3 Registration Statement File No. 333-267550 Dear Ms. Adeloye: As counsel to Cosmos Holdings Inc. (the “Company”), we are filing

Filing Fee Table

EX-FILING FEES 4 cosmex107.htm FILING FEE TABLE EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2022

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2022 Registration Statement No.

LETTER

United States securities and exchange commission logo November 29, 2022 George Terzis Chief Financial Officer Cosmos Holdings Inc.

Cosmos Health Reports Third Quarter 2022 Financial Results

EXHIBIT 99.1 Cosmos Health Reports Third Quarter 2022 Financial Results CHICAGO, November 15, 2022 (GLOBE NEWSWIRE) – Cosmos Holdings (d/b/a Cosmos Health, Inc.) (“the Company”) (Nasdaq: COSM), a global healthcare group with proprietary lines of nutraceuticals and distributor of pharmaceuticals, branded generics, OTC medications and medical devices, today provided a business update and reported fi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 10, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission Fil

LETTER

United States securities and exchange commission logo November 15, 2022 Grigorios Siokas Chief Executive Officer Cosmos Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 000-54436 COSMOS HOLDINGS INC. (Exact name of registrant

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2022

S-3/A 1 cosms3.htm FORM S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2022 Registration Statement No. 333-267550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3/A (AMENDMENT NO. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSMOS HOLDINGS INC. (Exact name of Registrant as specified in its Charter) Nevada 5122 27-0611758 (St

US2214132068 / COSMOS HOLDINGS INC / Kolefas Athanasios - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Number of Person Auth

US2214132068 / COSMOS HOLDINGS INC / Siokas Grigorios - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) COSMOS HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 221413206 (CUSIP Number) Elliot H. Lutzker, Davidoff Hutcher & Citron LLP, 605 Third Avenue, New York, NY 10158 (Name, Address and Telephone Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

COSMOS HOLDINGS INC. 62,500,000 Shares of Common Stock 62,500,000 Pre-Funded Warrants 125,000,000 Common Warrants

Registration Statement No. 333-267505 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-267917 Filed Pursuant to Rule 462(b) PROSPECTUS COSMOS HOLDINGS INC. $7,500,000 62,500,000 Shares of Common Stock 62,500,000 Pre-Funded Warrants 125,000,000 Common Warrants We are offering on a “reasonable best efforts” basis up to $7,500,000 of shares of common stock of Cosmos Holdings Inc. (the

Form of Series A Common Warrant (62)

EXHIBIT 4.2 SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Issuance Date: October [?], 2022 THIS SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

Form of Pre-Funded Warrant (62)

EXHIBIT 4.1 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Exercise Date: October , 2022 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

Form of Securities Purchase Agreement (62)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of October [ ], 2022, between Cosmos Holdings Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions s

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) October 17, 2022

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) October 17, 2022 Cosmos Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 000-54436 27-0611758 (State or other jurisdiction of incorporation) (Commission File

Form of Series B Common Warrant (62)

EXHIBIT 4.3 SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK COSMOS HOLDINGS INC. Warrant Shares: Original Issuance Date: October [?], 2022 THIS SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

Filing Fee Table

EX-FILING FEES 4 cosmex107.htm FILING FEE TABLE EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Cosmos Holdings Inc. (Exact Name of Registrant as Specified in its Charter) N/A (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2022

S-1MEF 1 cosms1.htm FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2022 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSMOS HOLDINGS INC. (Exact name of Registrant as specified in its Charter) Nevada 5122 27-0611758 (State or other jurisdictio

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

CORRESP 1 filename1.htm A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amende

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

CORRESP 1 filename1.htm A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amende

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 October 14, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Co

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604

COSMOS HOLDINGS INC. 141 West Jackson Blvd., Suite 4236 Chicago, IL 60604 October 14, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Janice Adeloye Re: Cosmos Holdings Inc. Form S-1 Registration Statement File No. 333-267505 Dear Ms. Adeloye: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Co

A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022

CORRESP 1 filename1.htm A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 October 14, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye Re: Cosmos Holdings Inc. Registration Statement on Form S-1 Filed September 19, 2022, as amende

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