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 Number)

 

(I.R.S. Employer

Identification No.)

 

5 AGIOU GEORGIOUPILEATHESSALONIKIGreece

 

55438

(Address of principal executive offices) 

 

(Zip Code)

 

Registrant’s telephone number, including area code (312865-0026

 

N/A

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

 

Title of Each Class

 

Trading Symbol

 

Name of Each Exchange 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On March 20, 2024, Cosmos Health Inc. (the “Company”) received a non-compliance letter from Nasdaq for its failure to maintain a minimum bid price of $1.00 per share for thirty (30) consecutive business days in accordance with Nasdaq Listing Rule 5550(a)(2). The Company has one hundred eighty (180) calendar days from March 20, 2024 to regain compliance by the closing bid price of the Company’s common stock being at least $1.00 per share for ten (10) consecutive business days. In the event the Company cannot otherwise regain compliance with the listing rule, it intends to effect a reverse stock split to regain compliance. An indicator will be displayed with quotation information related to the Company’s securities.

 

ITEM 8.01 OTHER EVENTS

 

On March 9, 2024, the Company formalized its related party transactions policy as part of its internal corporate governance policies and charters (the “Related Party Transaction Policies and Procedures”). The Related Party Transaction Policies and Procedures are attached hereto as Exhibit 99.1.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits 

 

Number

 

 

 

 

 

99.1

 

Cosmos Health Related Party Transaction Policies and Procedures

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
2

 

 

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 HEALTH INC.

 

 

 

 

Date: March 22, 2024

By:

/s/ Georgios Terzis

Georgios Terzis

 

Chief Financial Officer

 

 

 
3