8-K

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
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
141 West Jackson Blvd, Suite 4236,<br><br>Chicago, Illinois	60604
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(312) 865-0026

N/A

(Former name or former address, if changed since last report.)

Title of Each Class	Trading<br><br>Symbol	Name of Each Exchange<br><br>On Which Registered
Common Stock, $.001 par value	COSM	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

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 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 5.03 relating to the Amendment and the Reverse Stock Split (as defined and discussed in Item 5.03) is incorporated in this Item 3.03 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(A) As previously disclosed in the Current Report on Form 8-K filed by Cosmos Holdings Inc. (the “Company”, “we” and “us”) with the Securities and Exchange Commission (the “Commission” or the “SEC”) on December 5, 2022, at the Company’s annual meeting of shareholders, a majority of voting shareholders approved, among other things, the grant of discretionary authority for our Board of Directors to effect a reverse stock split of all of the outstanding common stock of the Company, and the change of the Company’s name from Cosmos Holdings to Cosmos Health, by the filing of an amendment to our Articles of Incorporation with the Secretary of State of Nevada.

On December 15, 2022, the Board of Directors approved a stock split ratio of 1-for-25 (“Reverse Stock Split”) and maintained the Company’s authorized shares of common stock at 300,000,000 and its Preferred Stock at 100,000,000 shares. On the same day, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of Nevada to effect the Reverse Stock Split (the “Amendment”) and the name change, which became effective at 12:07 P.M., Local Time, on December 15, 2022.

(B) Pursuant to the Amendment and as approved by the Company’s shareholders at the annual meeting, the Company’s corporation name is amended to “Cosmos Health” on December 15, 2022.

The forgoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, filed herewith as Exhibit 3.1, and incorporated herein by reference in their entirety.

Item 8.01 Other Events.

On December 16, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is furnished herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following Exhibits are filed herewith:

Exhibit No.	Description
3.1*	Articles of Amendment to Articles of Incorporation of Cosmos Holdings Inc. (1-for-25 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on December 15, 2022.
99.1**	Press Release Dated December 15, 2022.
104	Inline XBRL for the cover page of this Current Report on Form 8-K

*  Filed herewith.

**Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COSMOS HOLDINGS INC.
Date: December 16, 2022	By:	/s/ George Terzis
		George Terzis
		Chief Financial Officer
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cosm_ex31.htm EXHIBIT 3.1

cosm_ex991.htm

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, announced a reverse stock split with a ratio of 1-for-25 (one-for-twenty five) effective at the opening of the business day on Friday, December 16, 2022. The CUSIP number of the Company after the split will change to 221413-305. The reverse stock split was authorized at the Company’s Annual General Meeting (“AGM”) on December 2, 2022 and was approved by the Company’s Board of Directors on December 15, 2022.

The Company also announced that it changed its name to Cosmos Health Inc. as approved at the Company’s AGM on December 2, 2022. The name change will also be effective on or at the opening of the business day on Friday, December 16, 2022.

Greg Siokas, Chief Executive Officer of Cosmos Health stated: “We are pleased to proceed with the reverse split of our stock which is required for us to re-gain compliance with NASDAQ’s minimum bid price requirement. Being listed on NASDAQ has been a key part of our strategy to fund our growth opportunities for the benefit of all our shareholders. We uplisted on NASDAQ in February 2022 and, to-date, we have secured funding that has enabled us to not only significantly de-lever our balance sheet but also pursue our business and growth plan. I am very excited about our business prospects and financial stability, and, firmly believe in the future success of Cosmos and in our ability to rapidly grow as an international health and wellness company with multiple strong brands. To better align our corporate mission, focus and nature of our activities with our name, we changed our name to Cosmos Health Inc.”.

About Cosmos Health, Inc.

Cosmos Health Inc. (Nasdaq: COSM) is a global healthcare group that was incorporated in 2009 and is headquartered in Chicago, Illinois. Cosmos Health is engaged in the nutraceuticals sector through its own proprietary lines of products "Sky Premium Life" and "Mediterranation." Additionally, the Company is operating in the pharmaceutical sector through the provision of a broad line of branded generics and OTC medications and is involved in the healthcare distribution sector through its subsidiaries in Greece and UK serving retail pharmacies and wholesale distributors. Cosmos Health is strategically focused on the R&D of novel patented nutraceuticals (IP) and specialized root extracts as well as on the R&D of proprietary complex generics and innovative OTC products. Cosmos has developed a global distribution platform and is currently expanding throughout Europe, Asia and North America. Cosmos Health has offices and distribution centers in Thessaloniki and Athens, Greece and Harlow, UK. More information is available at www.cosmosholdingsinc.com and www.skypremiumlife.com.

Forward-Looking Statements

With the exception of the historical information contained in this news release, the matters described herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by, or that otherwise, include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could”, are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. These statements, involve unknown risks and uncertainties that may individually or materially impact the matters discussed, herein for a variety of reasons that are outside the control of the Company, including, but not limited to, the Company’s ability to raise sufficient financing to implement its business plan, the impact of the COVID-19 pandemic and the war in Ukraine, on the Company’s business, operations and the economy in general, and the Company’s ability to successfully develop and commercialize its proprietary products and technologies. Readers are cautioned not to place undue reliance on these forward- looking statements, as actual results could differ materially from those described in the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s filings with the SEC, which are available at the SEC’s website (www.sec.gov). The Company disclaims any intention or obligation to update, or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:

Lytham Partners, LLC

Ben Shamsian

E: shamsian@lythampartners.com

P: 646-829-9701

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