A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
October 14, 2022
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn: Janice Adeloye
Re: | Cosmos Holdings Inc. |
Registration Statement on Form S-1 | |
Filed September 19, 2022, as amended | |
File No. 333-267505 | |
Acceleration Request | |
Requested Date: October 14, 2022 | |
Requested Time: 5:00 p.m., Eastern Time |
Dear Ms. Adeloye:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), A.G.P./Alliance Global Partners, as sole placement agent, hereby joins Cosmos Holdings Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-267505) (the “Registration Statement”) to become effective on October 14, 2022, at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
Very truly yours,
A.G.P./ALLIANCE GLOBAL PARTNERS
By: | /s/ Thomas J. Higgins |
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Name: | Thomas J. Higgins |
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Title: | Managing Director |
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cc: | Ballard Spahr LLP |
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| Davidoff Hutcher & Citron LLP |
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