ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 8, 2023, Cosmos Health Inc. (the "Company") entered into a Stock Purchase
Agreement with Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde
Kanaroglou (the "Sellers"), the owners of one hundred (100%) percent of the
equity (the "Shares") of Pharmaceutical Laboratories Cana S.A. ("Cana
Holdings"). The Purchase Price for the Shares for each Seller is €800,000 and
46,377 shares of Cosmos restricted common stock at an issuance price of $17.25
per share or $800,000.
Cana Holdings is a Greek pharmaceutical company that manufactures, sells,
distributes, and markets original branded products researched and developed by
leading global pharmaceutical and healthcare companies.
As previously announced on February 28, 2023, the Company issued a five-year
senior secured promissory note (the "Note") in the principal amount of
€4,100,000 to Cana Holdings. This Note is secured by the stock of Cana
Holdings' wholly-owned subsidiary, Pharmaceutical Laboratories Cana S.A. ("Cana
Pharma"), as well as the Shares of Cana Holdings held by the Sellers. The
closing of this transaction is conditioned upon: (i) the satisfactory completion
of due diligence; (ii) delivery of auditors' financial statements of Cana
Holdings as of December 31, 2022; (iii) receipt by the Company of all required
approvals, covenants and waivers; (iv) indebtedness of Cana Holdings shall not
exceed €1,000,000 (exclusive of the Note); (v) payment of the Purchase Price and
delivery of the Shares; (vi) no material adverse changes in the business of Cana
Holdings; and (vii) customary closing conditions.
Sellers are prohibited from, directly or indirectly, soliciting or entering into
discussions with any third party regarding a possible Acquisition Proposal (as
defined therein).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Number
10.1 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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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