ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 28, 2023, Cosmos Health Inc. (the "Company") was issued a five-year secured promissory note (the "Note") in the principal amount of 4,100,000.00 EUR by Cana Laboratories Holdings (Cyprus) Limited, a corporation organized under the laws of the Republic of Cyprus ("Cana Holdings"). The Note bears interest at 5% plus 1 month LIBOR per annum and will be used by Cana Holdings to cover specified obligations. Cana Holdings and its wholly-owned subsidiary, Pharmaceutical Laboratories Cana S.A., a corporation organized under the laws of Greece ("Cana Pharmaceutical") are prohibited from using the proceeds of the Note for any capitalization or debt repayment without the Company's prior written consent. The principal amount and all accrued interest and other fees are due upon maturity and may not be prepaid in whole or in part, except as provided therein. The Note is a senior secured obligation of Cana Holdings with first priority on all current and future indebtedness of Cana Holdings and its subsidiaries. A breach or default under any other financial instrument by Cana Holdings or Cana Pharmaceutical that results in a Material Adverse Effect shall, at the Company's option, be declared a default under this Note.

The Note is secured by: (a) a share pledge agreement of same date over all of the issued and outstanding shares of Cana Pharmaceutical held by Cana Holdings; and (b) a share pledge agreement of same date over all of the issued and outstanding shares of Cana Holdings held by the two shareholders of Cana Holdings, Konstantinos-Gaston Kanaroglou and Konstantina-Mathilde Kanaroglou (the "Cana Shareholders").

Issuance of the Note and the two share pledges completes the first of two transactions contemplated by the Binding Letter of Intent concluded by the Company, Cana Holdings, Cana Pharmaceutical and the Cana Shareholders, dated July 19, 2022, and amended on January 10, 2023 (the "LOI"). The second transaction contemplated by the LOI is the acquisition of all of the outstanding shares of Cana Holdings by the Company pursuant to a stock purchase agreement to be concluded no later than March 31, 2023.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set for under Item 1.01 above is incorporated by reference herein.






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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits



Number

  10.1       Secured Promissory Note dated February 28, 2023 issued by Cana
           Laboratories Holdings (Cyprus) Limited.

  10.2       Cana Holdings Share Pledge Agreement dated as of February 28, 2023.

  10.3       Cana Pharmaceutical Share Pledge Agreement dated as of February 28,
           2023.





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