Filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
(Registration No. 333-267550)
AMENDMENT DATED SEPTEMBER 19, 2025
To Prospectus supplement dated September 21, 2022
COSMOS HEALTH INC.
Up to $50,000,000 Shares of Common Stock
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This Amendment to the prospectus supplement (the “Amendment”) amends and supplements the information in the prospectus, dated September 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-267550) (the “Registration Statement”), as previously supplemented by prospectus supplements dated December 15, 2022 and February 29, 2024, relating to the offer and sale of shares of our common stock, having an aggregate offering price of up to $50,000,000 pursuant to the terms of the Sales Agreement, dated September 15, 2022 (the “Sales Agreement”), with A.G.P./Alliance Global Partners, or A.G.P. This Amendment should be read in conjunction with the Prior Prospectus and all amendments and supplements thereto, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.
We are filing this Amendment to amend the Prior Prospectus to update the maximum number of shares that we are eligible to sell under our Registration Statement pursuant to the Sales Agreement under General Instruction I.B.6 of Form S-3. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $9,035,639 from time to time through A.G.P. under the Sales Agreement. In the event that we may sell additional amounts under the Sales Agreement in accordance with General Instruction I.B.6, we will file another prospectus supplement or amendment prior to making such additional sales. This Amendment amends and/or supplements only those sections of the Prior Prospectus as listed in this Amendment, and all other sections of the Prior Prospectus remain as is.
We are a “smaller reporting company” as defined under U.S. federal securities laws and are subject to reduced public company reporting requirements. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “COSM.” The last sale price of our common stock, as reported on Nasdaq on September 18, 2025, was $0.9319 per share.
As of August 6, 2025, the aggregate market value of our outstanding shares of common stock held by non-affiliates, or public float, was determined to be $27,106,916 based on 30,713,876 shares of common stock outstanding, of which 23,571,231 are held by non-affiliates, and at a price of $1.15 per share, the closing price of our common stock on August 6, 2025. In no event will the aggregate market value of securities sold by us or on our behalf pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar month period immediately prior to, and including, the date of any such sale exceed one-third of the aggregate market value of our shares of common stock held by non-affiliates, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the prior 12 calendar month period that ends on, and includes, September 18, 2025, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.
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Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page S-8 of the Prospectus dated September 21, 2022, with all amendments and supplements thereto, and the documents incorporated by reference into this Amendment and the Prior Prospectus, as they may be amended, updated or supplemented periodically in our reports filed with the Securities and Exchange Commission, before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Amendment or the Prior Prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
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A.G.P.
The date of this Amendment to the Prior Prospectus is September 19, 2025