Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 18, 2023

Cosmos Health Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

141 West Jackson Blvd, Suite 4236,

Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (312) 865-0026

N/A

(Former name or former address, if changed since last report.)

Title of Each Class

Trading

Symbol

Name of Each Exchange

On Which Registered

Common Stock, $.001 par value

COSM

Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

On September 20, 2023, Pavlos Ignatiades, our Chief Communications Officer, resigned effective immediately. Mr. Ignatiades was Chief Operating Officer from March 2020 until February 1, 2023, when elected Chief Communications Officer. Prior to 2020, he was in charge of the daily activities of all of the Company’s subsidiaries. We are ever thankful for his contributions to the Company.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 18, 2023, Cosmos Health Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). The following matters were submitted to a vote of the Company’s shareholders at the Meeting: (1) the election of each of the nominees for director; (2) the ratification of the October 2022 Public Offering; (3) the approval of the Company’s 2023 equity incentive plan; and (4) to authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion.

At the Meeting, a total of 4,879,702 shares of common stock of the Company (the “Common Stock”) voted in person or by proxy, out of 13,068,719 outstanding shares of Common Stock entitled to vote at the Meeting. This constituted approximately thirty-seven (37%) percent of the issued and outstanding shares which is in excess of the one-third required for a quorum. Set forth below is the number of votes cast for, for, against, withheld, abstentions, broker non-votes and voting percentages as to each matter.

1.	Election of Directors:

Nomination	For		Withheld		% Votes Affirmative
01 - Grigorios Siokas		4,606,832		272,870		94.41	%
02 - Demetrios G. Demetriades		4,867,713		11,989		99.75	%
03 - John J. Hoidas		4,872,529		7,173		99.85	%
04 - Dr. Anastasios Aslidis		4,808,836		70,866		98.55	%
05 - Dr. Manfred Ziegler		4,829,695		50,007		98.98	%
06 - Suhel Bhutawala		4,829,523		50,179		98.97	%

2.	To ratify the October 2022 Public Offering:

For				Against				Abstain				% Votes Affirmative
	4,770,999				106,633				2,070				97.77	%

3.	To approve the Company’s 2023 equity incentive plan:

For				Against				Abstain				% Votes Affirmative
	4,596,072				277,077				6,553				94.19	%

4.	To authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion:

For				Against				Abstain				% Votes Affirmative
	4,766,157				113,059				486				97.67	%

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COSMOS HEALTH INC.

Date: September 22, 2023	By:	/s/ Georgios Terzis
		Georgios Terzis
		Chief Financial Officer

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Cover	Sep. 18, 2023
Cover [Abstract]
Entity Registrant Name	Cosmos Health Inc.
Entity Central Index Key	0001474167
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Sep. 18, 2023
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	27-0611758
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	000-54436
Entity Address Address Line 1	141 West Jackson Blvd
Entity Address Address Line 2	Suite 4236
Entity Address City Or Town	Chicago
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60604
City Area Code	312
Local Phone Number	865-0026
Security 12b Title	Common Stock, $.001 par value
Trading Symbol	COSM
Security Exchange Name	NASDAQ