SCHEDULE 13D/A: Cosmos Health CEO Grigorios Siokas Boosts Stake to 22.9% Through Debt-to-Equity Conversions

Cosmos Health Inc. CEO Grigorios Siokas has increased his beneficial ownership in the company to 22.9% through a series of debt-to-equity exchange agreements, converting approximately $745,000 of company debt into common stock.

Summary

• Grigorios Siokas, CEO of Cosmos Health Inc., has increased his beneficial ownership in the company's common stock to 6,871,267 shares, representing 22.9% of the class.
• This ownership is based on 29,328,240 shares issued and outstanding as of May 23, 2025.
• His stake includes 6,158,884 issued shares, 212,383 shares issuable from Exchange Warrants (October 20, 2022), and 500,000 shares issuable from Series B Common Warrants (exercisable at $3.00 per share).
• The increase in ownership primarily stems from multiple Debt Exchange Agreements between March 3, 2025, and May 23, 2025.
• Through these agreements, Mr. Siokas converted approximately $745,000 of debt owed to him by the company into common shares at various exchange rates ranging from $0.3176 to $0.525 per share.
• The purpose of the transaction is stated as having no specific plans or proposals that would result in changes to the company's structure or business.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the debt-to-equity conversion reduces company debt and shows insider confidence, it also results in shareholder dilution. The lack of specific future plans keeps it from being strongly positive.

Positives

• CEO Grigorios Siokas has significantly increased his beneficial ownership, demonstrating strong insider confidence in Cosmos Health Inc.
• The company has reduced its debt obligations by approximately $745,000 through debt-to-equity conversions with its CEO.
• The conversions occurred at various exchange rates, indicating a willingness by the CEO to convert debt at market-related prices.

Negatives

• The debt-to-equity conversions result in dilution for existing shareholders, as new shares are issued.
• The exchange rates for the debt conversions varied, with some conversions occurring at lower prices (e.g., $0.3176 per share) compared to others, potentially reflecting a declining share price during the period of conversions.

Risks

• Potential for further dilution if more debt is converted to equity or new shares are issued.
• Reliance on insider funding/debt conversion for capital management.
• The varying exchange rates for debt conversion could indicate volatility in the company's share price.

Future Outlook

The reporting person, Grigorios Siokas, states there are no current plans or proposals that would result in any significant corporate events such as mergers, liquidations, sales of assets, changes in management, or material changes to the company's business or capital structure, beyond the reported debt-to-equity conversions.

Management Comments

• "No civil proceedings to be disclosed."
• "No criminal proceedings to be disclosed."
• "There are no plans or proposals which the reporting person has which may result in any of the matters listed [in Item 4]."

Industry Context

This filing is a standard Schedule 13D amendment, reporting a change in beneficial ownership by an insider. It does not provide broader industry context or trends, but the debt-to-equity conversions suggest a strategy to reduce liabilities and strengthen the balance sheet, which can be a common practice for companies seeking to improve financial health or manage liquidity.

Management Changes

Corporate Governance

Legal Proceedings

• The reporting person, Grigorios Siokas, has disclosed no civil or criminal proceedings.

Related Party Transactions

• CEO Grigorios Siokas entered into multiple Debt Exchange Agreements with Cosmos Health Inc., converting approximately $745,000 of debt owed to him by the company into common stock.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of new shares for debt conversion, but also benefit from reduced company debt and increased insider alignment.
• Creditors: The CEO, as a creditor, had his debt converted to equity, reducing the company's outstanding liabilities.
• Company: Benefits from a stronger balance sheet due to debt reduction.

Next Steps

• No specific future actions or milestones are explicitly mentioned in this filing beyond the completed debt exchange agreements.

Key Dates

Keywords

Cosmos Health Inc., Grigorios Siokas, Schedule 13D, Beneficial Ownership, Debt Exchange Agreement, Debt-to-Equity Conversion, Insider Ownership, SEC Filing, Common Stock, Shareholder Stake