SEC Comment Letter 0000000000-22-012400 to Cosmos Health Inc. (COSM) (CIK 0001474167) (COSM)
Cosmos Health Inc. (COSM) (CIK 0001474167)
Date: Nov. 15, 2022 · CIK: 0001474167 · Accession: 0000000000-22-012400
AI Filing Summary & Sentiment
File numbers found in text: 333-267550
Letter
United States securities and exchange commission logo November 15, 2022 Grigorios Siokas Chief Executive Officer Cosmos Holdings Inc. 141 West Jackson Blvd, Suite 4236 Chicago, IL 60604 Re:Cosmos Holdings Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed on November 7, 2022 File No. 333-267550 Dear Grigorios Siokas: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Form S-3 General 1.Please file a legal opinion that covers the $50 million in common stock, preferred stock, warrants, units and subscription rights being registered as part of the shelf transaction pursuant to the base prospectus. Also file a legal opinion that covers the $50 million in common stock being registered as part of the Sales Agreement transaction pursuant to the Sales Agreement prospectus. 2.Revise the filing fee table to cover the $50 million in securities being offered in the shelf offering and the $50 million in securities being offered in the Sales Agreement offering.
3.Revise your filing, including on pages 1 and S-1, to clarify, if true, that the 21,297,788
FirstName LastNameGrigorios Siokas Comapany NameCosmos Holdings Inc. November 15, 2022 Page 2 FirstName LastName Grigorios Siokas Cosmos Holdings Inc. November 15, 2022 Page 2 shares of common stock that you anticipate offering in the near-term are being offered pursuant to the Sales Agreement. Please contact Janice Adeloye at 202-551-3034 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
November 15, 2022
Grigorios Siokas
Chief Executive Officer
Cosmos Holdings Inc.
141 West Jackson Blvd, Suite 4236
Chicago, IL 60604
Re:Cosmos Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed on November 7, 2022
File No. 333-267550
Dear Grigorios Siokas:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-3
General
1.Please file a legal opinion that covers the $50 million in common stock, preferred stock,
warrants, units and subscription rights being registered as part of the shelf transaction
pursuant to the base prospectus. Also file a legal opinion that covers the $50 million in
common stock being registered as part of the Sales Agreement transaction pursuant to the
Sales Agreement prospectus.
2.Revise the filing fee table to cover the $50 million in securities being offered in the shelf
offering and the $50 million in securities being offered in the Sales Agreement offering.
3.Revise your filing, including on pages 1 and S-1, to clarify, if true, that the 21,297,788
FirstName LastNameGrigorios Siokas
Comapany NameCosmos Holdings Inc.
November 15, 2022 Page 2
FirstName LastName
Grigorios Siokas
Cosmos Holdings Inc.
November 15, 2022
Page 2
shares of common stock that you anticipate offering in the near-term are being
offered pursuant to the Sales Agreement.
Please contact Janice Adeloye at 202-551-3034 or Lilyanna Peyser at 202-551-3222 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services