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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Cosmos Health Inc. (Name of Issuer) |
Common Stock, Par Value $0.001 per share (Title of Class of Securities) |
221413206 (CUSIP Number) |
Elliot H. Lutzker 605 Third Avenue, New York, NY, 10158 646-428-3210 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 221413206 |
| 1 |
Name of reporting person
Grigorios Siokas | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
GREECE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,609,399.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
N/A
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.001 per share |
| (b) | Name of Issuer:
Cosmos Health Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
5 AG. GEORGIOU STR., PILEA, THESSALONIKI,
GREECE
, TK57001. |
| Item 2. | Identity and Background |
| (a) | Grigorios Siokas |
| (b) | 5AG Georgiou Str., Pilea, Thessaloniki J3TK 57001 |
| (c) | CEO, Cosmos Health, Inc., 5 Agiou Georgiou Str., Pilea, Thessaloniki, Greece J3TK 57001 |
| (d) | No civil proceedings to be disclosed |
| (e) | No criminal proceedings to be disclosed |
| (f) | Greece |
| Item 3. | Source and Amount of Funds or Other Consideration |
Personal funds, none of which have been borrowed. | |
| Item 4. | Purpose of Transaction |
There are no plans or proposals which the reporting person has which may result in any of the matters listed. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 4,609,399 (16.6%) shares based on 26,979,875 shares issued and outstanding on February 26, 2025. |
| (b) | Sole voting power and disposition power - 4,609,399 shares; includes 3,897,016 issued shares; 212,383 shares issuable upon exercise of Exchange Warrants issued on October 20, 2022, pursuant to a Warrant Exchange Agreement dated as of October 3, 2022; and 500,000 shares issuable upon exercise of Series B Common Warrants exercisable at $3.00 per share sold pursuant to Registration Statement No. 333-267917. |
| (c) | On January 30, 2024, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 51,414 shares of common stock at an Exchange Rate of $0.6613 per share, or an aggregate of approximately $34,000, the fair market value of the Common Shares, in exchange for $34,000 the Company owed Mr. Siokas.
On February 11, 2024, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 108,510 shares of common stock at an Exchange Rate of $0.6451 per share, or an aggregate of approximately $70,000, the fair market value of the Common Shares, in exchange for $70,000 the Company owed Mr. Siokas. On February 13, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 70,313 shares of common stock at an Exchange Rate of $0.64 per share, or an aggregate of approximately $45,000, the fair market value of the Common Shares, in exchange for $45,000 the Company owed Mr. Siokas.
On February 24, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 354,296 shares of common stock at an Exchange Rate of $0.5645 per share, or an aggregate of approximately $200,000, the fair market value of the Common Shares, in exchange for $200,000 the Company owed Mr. Siokas. |
| (d) | No person has the right to receive, or the power to direct the receipt of dividends from, or proceeds from, the sale of such securities. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). |