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 it has entered into securities purchase agreements with institutional investors for the purchase and sale of 2,116,936 shares of the Company’s common stock (or common stock equivalents in lieu thereof) in a registered direct offering and common warrants to purchase up to 1,935,484 shares of common stock in a concurrent private placement (together with the registered direct offering, the “offering”). The combined purchase price for one share of common stock (or common stock equivalent) and one common warrant will be $2.48. The warrants will have an exercise price of $2.75 per share, will be exercisable immediately and will expire five years from the issuance date.
The offering includes participation from Grigorios Siokas, CEO of Cosmos Health Inc. (without receiving any common warrants), as well as existing shareholders of the Company.
The aggregate gross proceeds from the offering will be approximately $5.25 million before deducting fees and other estimated expenses. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes. The offering is expected to close on or about July 21, 2023, subject to the satisfaction of customary closing conditions.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
The offering of the shares of common stock (or common stock equivalents in lieu thereof) is being made pursuant to a “shelf” registration statement on Form S-3 (File No. 333-267550) previously filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 15, 2022. A prospectus supplement describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
The private placement of the common warrants will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
In connection with the offering, the Company also agreed to amend existing warrants to purchase up to 782,610 shares of the Company’s common stock, with an exercise price of $11.50 per share, that were previously issued to the investors participating in this offering. Effective upon closing of this offering, such existing warrants will be amended to reduce the exercise price to $2.75 per share. All the other terms of the Prior Warrants will remain unchanged.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
