Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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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) |
04/21/2025 (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
6,871,267.00 | ||||||||
| 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)
22.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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 | <
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| (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) | 6,871,267 (22.9%) shares based on 29,328,240 shares issued and outstanding on May 23, 2025. |
| (b) | Sole voting power and disposition power - 6,871,267 shares; includes 6,158,884 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 March 3, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 132,572 shares of common stock at an Exchange Rate of $0.4903 per share, or an aggregate of approximately $65,000, the fair market value of the Common Shares, in exchange for $65,000 the Company owed Mr. Siokas. On March 4, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 85,714 shares of common stock at an Exchange Rate of $0.525 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 April 21, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 654,912 shares of common stock at an Exchange Rate of $0.3176 per share, or an aggregate of approximately $208,000, the fair market value of the Common Shares, in exchange for $63,000 the Company owed Mr. Siokas. On April 22, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 208,000 shares of common stock at an Exchange Rate of $0.36 per share, or an aggregate of approximately $63,000, the fair market value of the Common Shares, in exchange for $63,000 the Company owed Mr. Siokas. On April 23, 2025, Mr. Siokas entered into a Debt Exchange Agreement to which he acquired 205,000 common shares at an Exchange Rate of $0.40 per share, or an aggregate of approximately $82,000 the fair market value of the Common Shares, in exchange for $82,000 the Company owed Mr. Siokas. On April 24, 2025, Mr. Siokas entered into a Debt Exchange Agreement to which he acquired 177,2324 common shares at an Exchange Rate of $0.4006 per share, or an aggregate of approximately $71,000 the fair market value of the Company Shares, in exchange for $71,000 the Company owed Mr. Siokas. On April 24, 2025, Mr. Siokas entered into a Debt Exchange Agreement to which he acquired 254,618 common shares at an Exchange Rate of $0.4006 per share, or an aggregate of approximately $102,000 the fair market value of the Company Shares, in exchange for $102,000 the Company owed Mr. Siokas. On May 19, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 79,254 common shares at an Exchange Rate of $0.429 per share, or in aggregate of approximately $34,000, the fair market rate of the Company Shares, in exchange for $34,000 the Company owed Mr. Siokas. On May 20, 2025, Mr. Siokas entered into a Debt Exchange Agreement to which he acquired 147,563 common shares at an Exchange Rate of $0.447 per share, or an aggregate of approximately $65,962 the fair market value of the Company Shares, in exchange for $65,962 the Company owed Mr. Siokas. On May 21, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 174,172 common shares at an Exchange Rate of $0.4708 per share, or an aggregate of approximately $82,000 the fair market value of the Company Shares, in exchange for $82,000 the Company owed Mr. Siokas. On May 22, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 141,825 common shares at an Exchange Rate of $0.4428 per share, or an aggregate of approximately $62,800 the fair market value of the Company Shares, in exchange for $62,800 the Company owed Mr. Siokas. On May 23, 2025, Mr. Siokas entered into a Debt Exchange Agreement pursuant to which he acquired 34,004 common shares at an Exchange Rate of $0.4475 per share, or an aggregate of approximately $15,217 the fair market value of the Company Shares, in exchange for $15,217 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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