Cosmos Health Inc.
09/27/2024 | Press release | Distributed by Public on 09/27/2024 04:02
Material Agreement Form 8 K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 28, 2023, Cosmos Health Inc. (the "Company") entered into a warrant exchange agreement (the "Warrant Exchange Agreement") with one holder (the "Holder") of certain of the Company's outstanding warrants issued on July 21, 2023 and December 21, 2022 (the "Existing Warrants"), pursuant to which the Holder received new warrants (the "December 2023 New Warrants") to purchase up to an aggregate of 4,874,126 shares of common stock, par value $0.001 per share (the "New Warrant Shares"), equal to 200% of the 2,437,063 shares of common stock issuable pursuant to the exercise of the Existing Warrants, in consideration for exercising for cash any and all of such Existing Warrants.
On September 26, 2024, pursuant to an offer to exercise the existing December 2023 New Warrants from the Company to the Holder (the "Inducement Offer"), the Holder and the Company agreed that:
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the Holder will receive new warrants (the "2024 New Warrants") to purchase up an aggregate of 9,748,252 shares (the "New Warrant Shares") of common stock, par value $0.001 per share, equal to 200% of the 4,874,126 New Warrant Shares issued to the Holder on December 28, 2023; |
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In consideration of the issuance of the 2024 New Warrants, pursuant to the Inducement Offer and the Company's agreement that the December 2023 New Warrants, which were issued more than six (6) months ago, may be exercised without receipt of Stockholder Approval (as defined in the December 2023 New Warrants), the Holder will pay to the Company the reduced exercise price of $0.8701 per share; |
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In consideration for exercising the December 2023 New Warrants, the Company will issue to the Holder: |
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new unregistered Series A common stock purchase warrants (the "Series A Warrants"), to purchase up to a number of shares (the "Series A Warrant Shares") of common stock, equal to 100% of the number of New Warrant Shares, and |
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new unregistered Series B common stock purchase warrants (the "Series B Warrants") to purchase up to a number of shares of common stock, equal to 100% of the number of New Warrant Shares. |
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The Series A Warrants will be exercisable at any time on or after the Stockholder Approval Date (as defined in the 2024 New Warrants), and have a term of exercise of five (5) years from the Stockholder Approval Date. The Series B Warrants will be exercisable at any time on or after the Stockholder Approval Date (as defined in the 2024 New Warrants), and have a term of exercise of eighteen (18) months from the Stockholder Approval Date. The 2024 New Warrants will have an exercise price per share equal to $0.95, a premium to the closing price of $0.8701 of the Company's common stock on September 26, 2024.
In connection with the Inducement Offer, A.G.P./Alliance Global Partners ("AGP") has acted as financial advisor.
The foregoing summaries of the 2024 New Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the Form of Series A Warrant, the Form of Series B Warrant, and the Form of Inducement Offer Letter, attached as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.