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) November 21, 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.)

5 AGIOU GEORGIOU, PILEA, THESSALONIKI, GREECE		55438
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (312) 536-3102

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, $0.001 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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Nasdaq adopted a new listing standard related to recovery of erroneously awarded compensation (Nasdaq Listing Rule 5608, the “Executive Compensation Clawback Rule”), which became effective on October 2, 2023, and pursuant to the Executive Compensation Clawback Rule, all Nasdaq listed companies have until December 1, 2023, to adopt a clawback policy.

On November 21, 2023, the Board of Directors (the “Board”) of Cosmos Health Inc. (the “Company”) adopted a Clawback Policy (the “Clawback Policy”), a copy of which is filed as Exhibit 10.1 to this Form 8-K. The Clawback Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the Federal securities laws. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, and Nasdaq Listing Rule 5608.

The Clawback Policy will be administered by the Board. It applies to the Company’s current and former executive officers and such other senior executives and employees who may be deemed subject to the policy by the Board. The amount to be recovered will be the excess of the Incentive Compensation (as defined) paid to the executive based on the erroneous data over the Incentive Compensation that would have been paid had it been based on the restated results.

The foregoing description of the Clawback Policy with Form of Acknowledgement is a summary only and is qualified in its entirety by reference to the full text of the Clawback Policy, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Number

10.1		Cosmos Health Inc. – Clawback Policy

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 28, 2023	By:	/s/ Georgios Terzis
		Georgios Terzis
		Chief Financial Officer

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Cover	Nov. 21, 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	Nov. 21, 2023
Entity File Number	000-54436
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	27-0611758
Entity Address Address Line 1	5 AGIOU GEORGIOU
Entity Address Address Line 2	PILEA
Entity Address City Or Town	THESSALONIKI
Entity Address Country	GR
Entity Address Postal Zip Code	55438
City Area Code	312
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	536-3102
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	COSM
Security Exchange Name	NASDAQ