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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) September 12, 2023

 

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.)

 

141 West Jackson Blvd, Suite 4236,

Chicago, Illinois

 

60604

(Address of principal executive offices) 

 

(Zip Code)

 

Registrant’s telephone number, including area code (312) 865-0026

 

Cosmos Health Inc.

(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 8.01 OTHER EVENTS

 

On September 12, 2023, Cosmos Health Inc. (the “Company”) announced its Fiscal 2026 EBITDA guidance.

 

A press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information and exhibit contained in this Item 8.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits 

 

Number

 

 

99.1 

 

Press Release dated September 12, 2023.

 

 

 

104

 

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

          

 

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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 HEALTH INC.

 

 

 

 

Date: September 14, 2023

By:

/s/ Georgios Terzis

Georgios Terzis

 

Chief Financial Officer

 

  

 

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EX-99.1 2 cosm_ex991.htm PRESS RELEASE cosm_ex991.htm

 

EXHIBIT 99.1

 

Cosmos Health Introduces Guidance; Expects to Achieve Over $180M in Gross Annual Revenue and EBITDA in Excess of $20M by 2026; Recaps Significant Events Reported So Far in 2023

 

 

Company reaches major strategic inflection point, with operations and revenue ramp-up underway

 

 

 

 

Inaugural 2026 guidance introduced; target to achieve:
 

 

More than $180 million in gross annual revenue

 

 

 

 

EBITDA in excess of $20 million
 

 

So far in 2023, among other achievements:
 

 

Completed three acquisitions

 

 

 

 

Made notable progress in R&D

 

 

 

 

Nutraceutical brands “Sky Premium Life” and “Mediterranation” experiencing significant market success, expanding into new sales channels and geographies

 

 

Maintains a robust balance sheet with negligible debt and a strong, diversified asset base

 

 

 

 

Actively exploring initiatives to enhance shareholder value
 

CHICAGO, IL / ACCESSWIRE / September 12, 2023 / Cosmos Health Inc. (“Cosmos Health” or the “Company’’) (NASDAQ:COSM), a diversified, vertically integrated global healthcare group engaged in innovative R&D, owner of proprietary nutraceutical brands, manufacturer and distributor of healthcare products, and operator of a telehealth platform, today announced its inaugural 2026 revenue and EBITDA guidance and released a recap of the Company’s significant activities and events reported so far in 2023.

 

Greg Siokas, Chief Executive Officer of Cosmos Health, stated: “We are pleased to announce guidance based on our long-term outlook to achieve substantial growth and profitability. By the end of 2026, our goal is to achieve two significant milestones: surpassing $180 million in gross annual revenue and attaining profitability, with EBITDA expected to exceed $20 million. This projection has been carefully formulated, taking into account several factors. Notably, we have a clear view of our existing logistics distribution businesses, which consistently generate stable cash flows. Additionally, revenue is expected to be augmented by bolt-on acquisitions, which would expand our distribution network, leading to growth in accretive cash flows. Furthermore, strategic acquisitions such as Cana will play a pivotal role, enabling us to vertically integrate and enter into contract manufacturing, as well as broaden our production capabilities to medicines. Our high-margin nutraceutical brands are also expected to contribute significantly to this growth. It’s important to mention that our projections do not include the potential upside from any future R&D products or various tech projects, including ZipDoctor. We have taken a conservative approach to our estimates, aiming to be realistic and practical. As we progress, we will keep our shareholders updated on our developments and achievements.

 

 
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Moreover, throughout this year, we have accomplished numerous important milestones, and I thought it would be helpful to recap all significant activities and events for our existing valued shareholders, as well as those considering joining us. I want to assure our shareholders that every action we take aligns with their best interests. While certain endeavors require time and patience, the rewards are undoubtedly worthwhile. If I had to pick one word to characterize 2023 so far, it would be “execution”. Among others, we’ve closed three acquisitions, with more in the pipeline, completed the second phase of our innovative product for obesity and weight management, with clinical trials scheduled to commence in Q4 2023, and expanded our nutraceutical brands. Simultaneously, we have maintained a robust balance sheet with negligible debt and a strong, diversified asset base.

 

Building on this momentum, our strategic plan exhibits an ambitious and focused approach. We are striking a balance between growth and sustainability by concentrating on synergies, operational efficiencies, vertical integration, R&D, expansion of our brands, and growing our distribution network and facilities globally.”

 

Click on the links below to read the entire press release, organized in sections:

 

Acquisitions:

 

 

Cosmos Health Successfully Completes Acquisition of Cana Laboratories; Anticipates to Record a Substantial Gain on Bargain Purchase

 

 

 

 

Cosmos Health Successfully Closes Acquisition of Assets from I. Bikas GP; Annual Revenue Projected to Grow by over $10 Million

 

 

 

 

Cosmos Health Inc. Enters into a Definitive Agreement to Acquire ZipDoctor, Inc., a Telehealth Company, from American International Holdings Corp.

 

 

 

 

Cosmos Health Advances Its Strategic Plan; Acquires Distressed Property Housing Operations of CosmoFarm, Expected to Generate Substantial Value for Shareholders
 

Research & Development:

 

 

Cosmos Health Successfully Completes Second Phase of CCX0722 Development, an Innovative Product for Obesity and Weight Management: Significant Step in Bringing Product to the Multi-Billion-Dollar Market

 

 
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Organic Growth & Branded Nutraceuticals:

 

 

Cosmos Health Continues to Expand Mediterranation Brand, Welcomes Eleonas and Olympus Mons; Boosts Exports and Secures Purchase Orders, Including from Leading Multinational Health Food Chain

 

 

 

 

Cosmos Health Launches Chios Island, the Latest Addition to Its Mediterranation Premium Line of Supplements

 

 

 

 

Cosmos Health Expands Premium Nutritional Supplements Line Mediterranation with the Launch of Terra Creta

 

 

 

 

Cosmos Health Announces Initial Purchase Order with Virax Biolabs for the Distribution of COVID-19 and Influenza A+B Antigen Combo Rapid Tests
 

Financial:

 

 

Cosmos Health Provides an Update on its Debt Balance and Proforma Interest Expense

 

 

 

 

Cosmos Health Ends 2022 with Transformed Balance Sheet and Achieves Positive Adjusted EBITDA for the Fiscal Year 2022

 

 

 

 

Cosmos Health Reports First Quarter 2023 Financial Results; Delivers Positive Adjusted EBITDA and Significant Increase in Adjusted Net Income

 

 

 

 

Cosmos Health Provides Update on Recent Developments, Maintains Strong Financial Position, Reaffirms Commitment to Growth, and Highlights CEO’s Continued Investment Now Exceeds $15 Million

 

 

 

 

Cosmos Health Reports Q2 2023 Financial Results; Adjusted Net Income Increases by 3550% to Surpass $3 Million for H1 2023 vs $(0.09) Million H1 2022; Book Value per Share Exceeds $4.04
 

Other Business and Company Updates:

 

 

Cosmos Health Appoints Big 4 Accounting Firm KPMG as Auditor

 

 

 

 

Cosmos Health set to join Russell Microcap Index

 

 

 

 

Cosmos Health Regains Nasdaq Minimum Bid Price Compliance

 

 

 

 

Cosmos Health Announces Stock Buyback Program

 

 

 

 

Cosmos Health Inc. to Participate in The Economist Annual New York-Eastern Mediterranean Business Summit on July 10th, 2023, with CEO Mr. Greg Siokas Delivering a Speech
 

 
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About Cosmos Health Inc.

Cosmos Health Inc. (Nasdaq:COSM), incorporated in 2009 and headquartered in Chicago, Illinois, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary products, including nutraceuticals and food supplements under the brands “Sky Premium Life” and “Mediterranation.” Through its subsidiary Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency, it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, and focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Cosmos Health has also entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, and has offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. More information is available at www.cosmoshealthinc.com, www.skypremiumlife.com, www.cana.gr, and www.zipdoctor.co.

 

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.

 

 
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Additionally, the Company provides EBITDA guidance that may not include certain charges and costs, which in future periods are generally expected to be similar to the kinds of charges and costs excluded from EBITDA in prior periods, such as income taxes, interest and other non-operating items, depreciation and amortization, net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities and items that are extraordinary or non-recurring, foreign currency transactions, net and prior years bad debt allowance. The exclusion of these charges and costs in future periods may have a significant impact on the Company’s EBITDA, and the Company may not be able to provide a reconciliation of its EBITDA guidance to net income (loss) without unreasonable efforts due to the uncertainty and variability of the nature and amount of these future charges and costs and the Company believes that such reconciliation, if possible, would imply a degree of precision that would be potentially confusing or misleading to investors.

 

Investor Relations Contact:

BDG Communications

cosm@bdgcommunications.com

+44 207 0971 653

 

SOURCE: Cosmos Health Inc.

 

 
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