Cosmos Health Inc S-1/A, filed Feb 7, 2025
Cosmos Health Inc. (COSM)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2025
Registration Statement No. 333-283910
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT No. 4
TO
FORM
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its Charter) |
| 5122 |
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(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification No.) |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Grigorios Siokas
Chief Executive Officer
5 AGIOU GEORGIOU, PILEA
THESSALONIKI, GREECE 55438
(312) 536-3102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Elliot H. Lutzker, Esq. Federica Pantana, Esq. Davidoff Hutcher & Citron, LLP 605 Third Avenue, 34th Floor New York, NY 10158 (212) 557-7200 |
| Gerald Guarcini, Esq. Peter Jaslow, Esq. Ballard Spahr LLP 1735 Market Street, 51st Street Philadelphia, PA 19103 (856) 761-3447 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
| Emerging Growth Company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-283910) is filed solely to amend and update Exhibits 23.1 and 23.2 thereto. Accordingly, this Amendment No. 4 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibits 23.1 and 23.2. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Schedules
(a) Exhibits:
| II-1 |
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| First Amendment to Share Exchange Agreement dated May 24, 2018 (16) |
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| Share Exchange Agreement dated as of June 26, 2018 with Marathon Global Inc. (18) | |
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| Promissory Note dated December 19, 2018 from Cosmos Health Inc. to Deepdae Holding Ltd. (23) | |
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| II-2 |
| II-3 |
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| Form of Securities Purchase Agreement dated February 2022 (51) | |
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| Binding Letter of Intent with Pharmaceutical Laboratories Cana, S.A. dated July 19, 2022 (56) | |
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| II-4 |
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| Form of Inducement Offer Letter between Cosmos Health Inc. and A.G.P./Alliance Global Partners (73) | |
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| II-5 |
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| Consent of Davidoff Hutcher & Citron LLP (included in Exhibit 5.1) | |
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101.INS** |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
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101.SCH** |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB** |
| Inline XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104** |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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____________________
* | Filed with this Registration Statement. |
** | Previously filed with this Registration Statement |
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(1) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 12, 2021. |
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(2) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 1, 2022. |
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(3) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015. |
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(4) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on August 16, 2016. |
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(5) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on September 16, 2016. |
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(6) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on October 5, 2016. |
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(7) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on March 28, 2017. |
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(8) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 14, 2017. |
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(9) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 18, 2017. |
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(10) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 16, 2017. |
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(11) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on December 27, 2017. |
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(12) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on February 21, 2018. |
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(13) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 19, 2018. |
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(14) | Intentionally left blank |
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(15) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 5, 2018. |
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(16) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 31, 2018. |
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(17) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 26, 2018. |
| II-6 |
(18) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 19, 2018. |
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(19) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 17, 2018. |
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(20) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 27, 2018. |
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(21) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 19, 2018. |
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(22) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 13, 2018. |
(23) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 21, 2018. |
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(24) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 6, 2019. |
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(25) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 19, 2019. |
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(26) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 4, 2019. |
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(27) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 31, 2018. |
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(28) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 16, 2019. |
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(29) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 28, 2019. |
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(30) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2019. |
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(31) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 23, 2020. |
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(32) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 15, 2020. |
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(33) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 13, 2020. |
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(34) | Incorporated by reference to the filing of the Report on Form 8-K filed by the Registrant on September 24, 2020. |
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(35) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 21, 2020. |
(36) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 13, 2020. |
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(37) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on November 16, 2020. |
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(38) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 17, 2020. |
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(39) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 22, 2020. |
| II-7 |
(40) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 11, 2021. |
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(41) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 2, 2021. |
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(42) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 8, 2021. |
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(43) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 17, 2021. |
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(44) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 21, 2021. |
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(45) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2021. |
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(46) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 14, 2021. |
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(47) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 27, 2021. |
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(48) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on August 10, 2021. |
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(49) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 16, 2021. |
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(50) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 21, 2021. |
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(51) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 1, 2022. |
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(52) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 4, 2018 |
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(53) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 15, 2022. |
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(54) | Incorporated by reference to the filing of the Registration Statement on Form S-1 filed by the Registrant on May 24, 2022. |
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(55) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 29, 2022. |
(56) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 25, 2022. |
| II-8 |
(57) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-1 filed by the Registrant on September 19, 2022. |
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(58) | Incorporated by reference to the filing of the Company’s Current Report on Form S-3 filed by the Registrant on September 21, 2022. |
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(59) | Incorporated by reference to the Company’s Schedule 14A filed by the Registrant on September 23, 2022. |
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(60) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 3, 2022. |
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(61) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-1/A filed by the Registrant on October 11, 2022. |
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(62) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 18, 2022. |
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(63) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 19, 2022. |
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(64) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 20, 2022. |
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(65) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on January 17, 2023. |
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(66) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on March 6, 2023. |
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(67) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 12, 2023. |
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(68) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on May 31, 2023. |
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(69) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on May 11, 2023. |
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(70) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 25, 2023. |
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(71) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 29, 2023. |
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(72) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on September 5, 2023. |
(73) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on September 27, 2024. |
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(74) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on October 18, 2024. |
(b) Financial Statement Schedules: All schedules are omitted because the required information is inapplicable or the information was previously presented in the financial statements and the related notes thereto.
| II-9 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 7th day of February 2025.
| COSMOS HEALTH INC. | ||
| By: | /s/ Grigorios Siokas | |
| Name: | Grigorios Siokas | |
| Title: | Chief Executive Officer | |
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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/s/ Grigorios Siokas |
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| February 7, 2025 |
Grigorios Siokas |
| Chief Executive Officer (Principal Executive Officer and Director) |
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/s/ Georgios Terzis |
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Georgios Terzis |
| Chief Financial Officer (Principal Accounting and Financial Officer) |
| February 7, 2025 |
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*/s/ Demetrios G. Demetriades |
| February 7, 2025 | ||
Demetrios G. Demetriades |
| Secretary and Director |
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*/s/ John J. Hoidas |
| February 7, 2025 | ||
John J. Hoidas |
| Director |
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*/s/ Anastasios Aslidis |
| February 7, 2025 | ||
Anastasios Aslidis |
| Director |
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*/s/ Dr. Manfred Ziegler |
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| February 7, 2025 | |
Dr. Manfred Ziegler |
| Director |
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*/s/ Suhel Bhutawala |
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| February 7, 2025 | |
Suhel Bhutawala |
| Director |
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/s/ Georios Terzis |
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Georgios Terzis |
| *Attorney-in-Fact |
| February 7, 2025 |
| II-10 |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in Amendment No. 4 to the Registration Statements on Form S-1 of our report dated April 12, 2023, relating to the consolidated financial statements of Cosmos Health Inc. and its subsidiaries, for the year ended December 31, 2022.
We also consent to the reference to us under the caption "Experts" in such Registration Statement.
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| ArmaninoLLP |
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| San Ramon, California |
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| February 7, 2025 |
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EXHIBIT 23.2
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| New York Office:
805 Third Avenue New York, NY 10022 212.838.5100
www.rbsmllp.com
New York, New York 10022 212.868.3669/Tel 212.838.2676/ Fax www.rbsmllp.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Cosmos Health Inc.
We consent to the inclusion in this Amendment no. 4 of this Registration Statement on Form S-1 of our report dated August 5, 2024, with respect to the audited consolidated financial statements of Cosmos Health Inc. and its subsidiaries (collectively, the “Company”) for the year ended December 31, 2023. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the references to us under the caption “Experts” in such registration statement.
New York, NY
February 7, 2025