Cosmos Health Inc PRE 14A, filed Oct 1, 2024

Cosmos Health Inc. (COSM)

PRE 14A 2024-10-01 For: 2024-09-30

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

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☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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		Cordially,

		/s/ Grigorios Siokas
		Grigorios Siokas
		Chairman and Chief Executive Officer

	1.	To elect six directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified (Proposal 1);
	2.	To approve the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement (Proposal 2);
	3.	To ratify the appointment of the Company’s independent registered public accounting firm (Proposal 3); and
	4.	To approve the Company’s 2024 equity incentive plan (Proposal 4);
	5.	To transact such other business as may properly come before the Annual Meeting (including any adjournments or postponements thereof).

		By Order of the Board of Directors,

October [__], 2024		/s/ Grigorios Siokas
		Grigorios Siokas
		Chief Executive Officer

		PAGE NO.
GENERAL INFORMATION		5
	Record Date	5
	Quorum	5
	Shares Outstanding	6
	Shareholders of Record/Beneficial Owners	6
	Voting	6
	Revoking Your Proxy	7
	Votes Required to Adopt Proposals and Abstentions and Broker Non-Votes	7
	Effect of Not Casting Your Vote	9
	Effect of Abstentions and Broker Non-Votes	9
	Voting Instructions	9
	Tabulating the Vote	9
	Voting Results	9
	Solicitation/Costs	9
PROPOSAL 1 - ELECTION OF DIRECTORS		10
CORPORATE GOVERNANCE		12
	Director Independence	12
	Board Leadership Structure	12
	Board Oversight of Risk	12
	Meetings of the Board of Directors and Board Committees	13
	Board Committees	13
	Section 16(a) Beneficial Ownership Reporting Compliance	13
	Code of Ethics	14
	Stockholders Communications with the Board	14
COMPENSATION OF DIRECTORS		14
EXECUTIVE OFFICERS		14
EXECUTIVE COMPENSATION		15
	Summary Compensation Table	15
	Narrative Disclosure to Summary Compensation Table	15
	Outstanding Equity Awards At Year-End	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		17
AUDIT COMMITTEE REPORT		20
PROPOSAL 2 - the Approval of the issuance of SHARES OF COMMON STOCK PURSUANT TO certain Common Stock Purchase Warrants ISSUED in connection with a warrant inducemenT		21
PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		24
OTHER INFORMATION		39

		(3) In Person: if you are a stockholder of record as of the Record Date, you may vote at the Annual Meeting at the Company’s U.S. headquarters at 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604. Submitting a proxy will not prevent a stockholder from attending the Annual Meeting, revoking their earlier submitted proxy, and voting. If your shares are registered in the name of your broker, bank or other nominee, you are a “beneficial owner” of the shares. Beneficial owners of shares who wish to attend the Annual Meeting must obtain a valid legal proxy by contacting your account representative at the bank, broker, or other nominee that holds your shares and then register in advance to attend the Annual Meeting. After obtaining a valid legal proxy from your broker, bank or other nominee, to then register to attend the Annual Meeting, you must submit a copy of your legal proxy reflecting the number of your shares along with your name and e-mail address to Issuer Direct. Request for registration should be directed to proxy@issuerdirect.com or to facsimile number 202-521-3464. Written requests can be mailed to: Issuer Direct Corporation, Attn: James Michael, 1 Glenwood Avenue, Suite 1001, Raleigh, NC 27603. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Central Time) on November 18, 2024. Legal proxies should be received no later than two (2) business days prior to the meeting date. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
Revoking Your Proxy		Stockholders of record may revoke their proxies at any time before the voting is closed at the Annual Meeting. You may revoke your proxy by attending the Annual Meeting and voting, by filing an instrument in writing revoking your proxy or by filing another duly executed proxy bearing a later date with our Secretary before the vote is closed at the Annual Meeting, or by voting again using the internet before the cutoff time (your latest Internet proxy is the one that will be counted). If you hold shares through a bank, broker or other nominee, you may revoke any prior instructions by contacting that organization.

Votes Required to Adopt Proposals and Abstentions and Broker Non-Votes		The table below summarizes the votes required for approval of each matter to be brought before the Annual Meeting, as well as the treatment of abstentions and broker non-votes. If you sign and return a proxy but do not specify how you want your shares voted, your shares will be voted FOR the director nominees and FOR the other proposal listed below:

Proposal	Vote Required for Approval of Each Item	Abstentions	Broker Non-Votes
(1) Election of Directors	Each director shall be elected by a plurality of the votes (greatest number of votes FOR) of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors.	No effect on this proposal	No effect on this proposal
(2) Approve the issuance of shares of Common Stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement	The affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote.	Counted as “against”	No effect on this proposal
(3) Ratify the appointment of the Company’s independent registered public accounting firm	The affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote.	Counted as “against”	No effect on this proposal
(4) To approve the Company’s 2024 equity incentive plan	The affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote.	Counted as “against”	No effect on this proposal

Effect of Not Casting Your Vote		If you are a beneficial owner and hold your shares in street name and want your shares to count in the election of directors (Proposal 1),the approval of the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement (Proposal 2), the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 3), or the approval of the Company’s 2024 equity incentive plan (Proposal 4), you will need to instruct your broker, bank or other nominee how you want your shares voted. If you hold your shares in street name and you do not instruct your brokerage firm, bank or other nominee how to vote in the election of directors (Proposal 1), the approval of the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement (Proposal 2), the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 3), or the approval of the Company’s 2024 equity incentive plan (Proposal 4), no vote will be cast on your behalf on any of these proposals for which you did not provide voting instructions. If you are a shareholder of record and do not return your proxy or attend the Annual Meeting, your shares will not be considered present at the Annual Meeting for voting purposes or determining whether we have a quorum and no vote will be cast for your shares at the Annual Meeting.

Effect of Abstentions and Broker Non-Votes		Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters.

Voting Instructions		If you complete and submit your proxy voting instructions, the persons appointed by the Board as proxies (the persons named in the proxy card) will vote your shares as instructed. If you submit your proxy card but do not direct how your shares should be voted on each item, the persons named as proxies by the Board will vote FOR the election of the nominees for directors named in this proxy statement, FOR the approval the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement, FOR the ratification of the appointment of the Company’s independent registered public accounting firm and FOR the approval of the Company’s 2024 equity incentive plan. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting, or any postponement or adjournment thereof, in accordance with their best judgment, although the Board is not aware of any other matters other than those set forth in the Proxy Statement that will be presented for voting at the Annual Meeting.

Tabulating the Vote		Votes will be counted and certified by one or more Inspectors of Election who are expected to be an employee of Issuer Direct, the transfer agent for the Company’s common stock.
Voting Results		We will announce preliminary results at the Annual Meeting. We will report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Solicitation/Costs		We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers and employees may also solicit proxies on our behalf in person, by telephone, email or facsimile, but they do not receive additional compensation for providing those services.

NAME	AGE	POSITION	DIRECTOR SINCE

Grigorios Siokas	58	Chief Executive Officer and Director	February 2016
Demetrios G. Demetriades	57	Director and Audit Committee Member	January 2014
John J. Hoidas	58	Director and Audit Committee Member	November 2016
Dr. Anastasios Aslidis	64	Director and Audit Committee Member	April 2022
Dr. Manfred Ziegler	63	Director	December 2022
Suhel Bhutawala	45	Director	September 2023

Name		Earned or Paid in Cash Fees		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Anastasios Aslidis	$	60,000	⁽¹⁾	$	70,600	⁽⁴⁾		-		-		-		-	$	130,600
John Hoidas	$	15,000	⁽²⁾	$	17,650	⁽⁵⁾		-		-		-		-	$	32,650
Demetrios G. Demetriades	$	15,000	⁽²⁾	$	17,650	⁽⁵⁾		-		-		-		-	$	32,650
Manfred Ziegler	$	12,500	⁽³⁾	$	17,650	⁽⁵⁾		-		-		-		-	$	30,150

(1)	Consists of a $50,000 Board of Directors participation fee and a $10,000 committee participation fee.

(2)	Consists of a $10,000 Board of Directors participation fee and a $5,000 committee participation fee.

(3)	Consists of a $10,000 Board of Directors participation fee and a $2,500 committee participation fee for the portion of the year in which Dr. Ziegler was a Board member.

(4)	Includes 20,000 shares awarded on April 3, 2023, as an incentive stock award, which will vest 50% on October 2, 2023 and 50% on October 2, 2024 and is outstanding at December 31, 2023.

(5)	Includes 5,000 shares awarded on April 3, 2023, as an incentive stock award, which will vest 50% on October 2, 2023 and 50% on October 2, 2024 and is outstanding at December 31, 2023.

Board Diversity Matrix for Cosmos Health Inc.
	^As ^of 12/31/2022				^As ^of 12/31/2023
Total Number of Directors	6				6
Gender Identity	Female	Male	Non- Binary	Did Not Disclose Gender	Female	Male	Non- Binary	Did Not Disclose Gender

Directors	0	6	0	0	0	6	0	0
Part II: Demographic Background
African American or Black	0	0	0	0	0	0	0	0
Alaskan Native or Native American	0	0	0	0	0	0	0	0
Asian	0	0	0	0	0	1	0	0
Hispanic or Latinx	0	0	0	0	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0	0	0	0	0
White	0	6	0	0	0	5	0	0
Two or More Races or Ethnicities	0	0	0	0	0	0	0	0
LGBTQ+	0				0
Did Not Disclose Demographic Background	0				0

(1)	Mr. Siokas became the Company’s Chief Executive Officer and Director of the Company in 2016.
(2)	Mr. Terzis became the Company’s Chief Financial Officer on November 11, 2020. His compensation of $36,000 in 2022, has in accordance with the consulting agreement he has signed with the Company at a $3,000 monthly rate and increased to $120,000 per annum on April 3, 2023.
(3)	Mr. Ignatiades was elected COO on November 11, 2020 and on February 1, 2023, he was succeeded by Nikolaos Bardakis. He then assumed the position of Chief Communications Officer (CCO). On September 20, 2023, Mr. Ignatiades resigned effective immediately.

Name	Y/E 12/31	Salary ($)		Bonus ($)			Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Grigorios Siokas⁽¹⁾	2023		1,000,000	$	1,800,000			-		-		-		-		-		2,800,000
	2022		-		600,000	⁽³⁾		-		-		-		-		-		600,000

Georgios Terzis⁽²⁾	2023		160,272		100,000			175,212		-		-		-		-		435,483
	2022		22,121		50,000			-		-		-		-		36,000		108,121

Nikolaos Bardakis⁽⁷⁾	2023		19,470		-			17,521		-		-		-		10,817		47,808

Suhel Bhutawala⁽⁸⁾	2023		74,640		-			8,761		-		-		-		-		83,400
	2022		-		-			-		-		-		-		-		-

Pavlos Ignatiades⁽⁴⁾	2023		-		-			-		-		-		-		-		-
	2022		-		10,000			-		-		-		-		-		10,000

	·	all such directors and executive officers as a group; and
	·	each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction.

Name and Address of Beneficial Owners of Common Stock (1)	Amount and Nature of Beneficial Ownership			% of Common Stock

Grigorios Siokas		4,016,980	(2)		11.73	%
Suhel Bhutawala		30,000		*
Nikolaos Bardakis		45,000		*
Georgios Terzis		641,485		*
Demetrios G. Demetriades		20,000		*
John J. Hoidas		20,000		*
Dr. Anastasios Aslidis		40,000		*
Dr. Manfred Ziegler		20,000		*

DIRECTORS AND OFFICERS as a group (8 persons)		4,833,465			15.61	%

(1)	Unless otherwise indicated, the address for each person is 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604.
(2)	Includes 1,130,774 issued shares; 212,383 shares issuable upon exercise of Exchange Warrants issued on October 2, 2022, pursuant to a Warrant Exchange Agreement dated as of October 3, 2022; 500,000 shares issuable upon exercise of Series A Common Warrants exercisable at $3.00 per share and 500,000 shares issuable upon exercise of Series B Common Warrants exercisable at $3.00 per share.

	·	The Holder will receive new warrants (the “2024 New Warrants”) to purchase up an aggregate of 9,748,252 shares (the “New Warrant Shares”) of common stock, par value $0.001 per share, equal to 200% of the 4,874,126 New Warrant Shares issued to the Holder on December 28, 2023;

	·	In consideration of the issuance of the 2024 New Warrants, pursuant to the Inducement Offer and the Company’s agreement that the December 2023 New Warrants, which were issued more than six (6) months ago, may be exercised without receipt of Stockholder Approval (as defined in the December 2023 New Warrants), the Holder will pay to the Company the reduced exercise price of $0.8701 per share;

	·	In consideration for exercising the December 2023 New Warrants, the Company will issue to the Holder:

	(i)	new unregistered Series A common stock purchase warrants (the “Series A Warrants”), to purchase up to 4,874,126 shares (the “Series A Warrant Shares”) of common stock, equal to 100% of the number of New Warrant Shares, and

	(ii)	new unregistered Series B common stock purchase warrants (the “Series B Warrants”) to purchase up to 4,874,126 shares of common stock, equal to 100% of the number of New Warrant Shares.

	-	Subject to certain adjustments (as provided in Section 4.2 of the Plan) and exception (as provided in Section 5.6(b) of the Plan), the maximum number of shares reserved for issuance under the Plan (including incentive share options) is 3,500,000 shares;

	-	The award of options (including non-qualified options and incentive share options), share appreciation rights, restricted shares, performance share units, performance shares, deferred shares, restricted share units, dividend equivalents, bonus shares or other share-based awards granted under the Plan is permitted;

	-	if any shares subject to an award are withheld or applied as payment in connection with the exercise of an award or the withholding or payment of taxes related thereto, such Returned Shares (as defined in the Plan) will not be treated as available again for grant under the Plan. Moreover, the number of shares available for issuance under the Plan may not be increased through the Company’s purchase of shares on the open market with the proceeds obtained from the exercise of any options granted under the Plan. Upon exercise of a share appreciation right that is settled in shares of common stock, the number of shares underlying the award will not be treated as available again for issuance under the Plan;

	-	Subject to certain exception as per Section 4.2 of the Plan, stock options and share appreciation rights will not be repriced without stockholder approval;

	-	Except for awards previously granted, the Board may alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s shareholders, except if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or the Board determines to submit such amendments or alterations to shareholders for approval; and

	-	The term of the Plan will expire, subject to the right of the Board to amend or terminate the Plan at any time (pursuant to Article 15 of the Plan), until the earlier of the tenth anniversary of the Plan’s effective date, or the date all shares subject to the Plan will have been purchased or acquired and the restrictions on all restricted shares granted under the Plan will have lapsed.

			PAGE
Article 1. Effective Date, Objectives and Duration			1
1.1	Effective Date of the Plan		1
1.2	Objectives of the Plan		1
1.3	Duration of the Plan		1

Article 2. Definitions			1
2.1	“Applicable Law”		1
2.2	“Award”		1
2.3	“Award Agreement”		1
2.4	“Board”		2
2.5	“Bonus Shares”		2
2.6	“Cause”		2
2.7	“CEO”		2
2.8	“Code”		2
2.9	“Committee”		2
2.10	“Company”		2
2.11	“Compensation Committee”		2
2.12	“Corporate Transaction”		2
2.13	“Deferred Shares”		2
2.14	“Disability” or “Disabled”		3
2.15	“Dividend Equivalent”		3
2.16	“Effective Date”		3
2.17	“Eligible Person”		3
2.18	“Exchange Act”		3
2.19	“Exercise Price”		3
2.20	“Fair Market Value”		3
2.21	“Grant Date”		4
2.22	“Grantee”		4
2.23	“Incentive Share Option”		4
2.24	“Including” or “includes”		4
2.25	“Non-Employee Director”		4
2.26	“Option”		4
2.27	“Other Share-Based Award”		4
2.28	“Performance Period”		4
2.29	“Performance Share” and “Performance Share Unit”		4
2.30	“Period of Restriction”		4
2.31	“Person”		4
2.32	“Restricted Shares”		4
2.33	“Restricted Share Units”		4
2.34	“Rule 16b-3”		4
2.35	“SEC”		4
2.36	“Section 16 Non-Employee Director”		4
2.37	“Section 16 Person”		5
2.38	“Share”		5
2.39	“Share Appreciation Right” or “SAR”		5
2.40	“Subsidiary”		5
2.41	“Surviving Company”		5
2.42	“Term”		5
2.43	“Termination of Affiliation”		5

Article 3. Administration			5
3.1	Committee		5
3.2	Powers of Committee		6
3.3	No Repricings		8

Article 4. Shares Subject to the Plan			8
4.1	Number of Shares Available for Grants		8
4.2	Adjustments in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution		9

Article 5. Eligibility and General Conditions of Awards			10
5.1	Eligibility		10
5.2	Award Agreement		10
5.3	General Terms and Termination of Affiliation		10
5.4	Non-transferability of Awards		10
5.5	Cancellation and Rescission of Awards		10
5.6	Stand-Alone, Tandem and Substitute Awards		10
5.7	Compliance with Rule 16b-3		10
5.8	Deferral of Award Payouts		11

Article 6. Share Options			11
6.1	Grant of Options		11
6.2	Award Agreement		11
6.3	Option Exercise Price		11
6.4	Grant of Incentive Share Options		11
6.5	Payment of Exercise Price		12

Article 7. Share Appreciation Rights			13
7.1	Issuance		13
7.2	Award Agreements		13
7.3	SAR Exercise Price		13
7.4	Exercise and Payment		13

Article 8. Restricted Shares			14
8.1	Grant of Restricted Shares		14
8.2	Award Agreement		14
8.3	Consideration for Restricted Shares		14
8.4	Effect of Forfeiture		14
8.5	Escrow; Legends		14

Article 9. Performance Share Units and Performance Shares			14
9.1	Grant of Performance Share Units and Performance Shares		14
9.2	Value/Performance Goals		15
9.3	Earning of Performance Share Units and Performance Shares		15

Article 10. Deferred Shares and Restricted Share Units				16
10.1		Grant of Deferred Shares and Restricted Share Units		16
10.2		Vesting and Delivery		16
10.3		Voting and Dividend Equivalent Rights Attributable to Deferred Shares and Restricted Share Units		16

Article 11. Dividend Equivalents				17


Article 12. Bonus Shares		17

Article 13. Other Share-Based Awards		17

Article 14. Non-Employee Director Awards		17

Article 15. Amendment, Modification, and Termination		17
15.1	Amendment, Modification, and Termination	17
15.2	Awards Previously Granted	18

Article 16. Compliance with Code Section 409A		18

Article 17. Withholding		18
17.1	Required Withholding	18
17.2	Notification under Code Section 83(b)	19

Article 18. Additional Provisions		19
18.1	Successors	19
18.2	Severability	19
18.3	Requirements of Law	19
18.4	Securities Law Compliance	20
18.5	Forfeiture Events	20
18.6	No Rights as a Shareholder	20
18.7	Nature of Payments	21
18.8	Non-Exclusivity of Plan	21
18.9	Governing Law	21
18.10	Unfunded Status of Awards; Creation of Trusts	21
18.11	Affiliation	21
18.12	Participation	21
18.13	Construction	21
18.14	Headings	22
18.15	Obligations	22
18.16	No Right to Continue as Director	22
18.17	Shareholder Approval	22
18.18	Forfeiture of Shares	22
18.19	Share Issuances	22
18.20	No Dividends on Unvested Awards	22

COSMOS HEALTH INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS – NOVEMBER 19, 2023 AT 9:00 AM LOCAL TIME


The undersigned hereby appoints Grigorios Siokas and Georgios Terzis, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of Cosmos Health Inc., to be held on Tuesday, November 19, 2024 at 9:00 a.m., at the Company’s U.S. offices at 141 West Jackson Boulevard, Suite 4236, Chicago, Illinois 60604, and at any adjournments or postponements thereof, as follows:

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail your proxy card.

Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
Complete the reverse portion of this Proxy Card and Fax to 202-521-3464.
https://www.iproxydirect.com/COSM
1-866-752-VOTE(8683)

ANNUAL MEETING OF THE STOCKHOLDERS OF COSMOS HEALTH INC.			PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☐

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Proposal 1		→	FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT
	Election of Directors:		☐	☐	☐
	Grigorios Siokas		☐	☐	☐
	Demetrios G. Demetriades		☐	☐	☐	Control ID:
	John J. Hoidas		☐	☐	☐	REQUEST ID:
	Dr. Anastasios Aslidis		☐	☐	☐
	Dr. Manfred Ziegler		☐	☐	☐
	Suhel Bhutawala		☐	☐	☐
Proposal 2		→	FOR	AGAINST	ABSTAIN
	Approval the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement		☐	☐	☐
Proposal 3		→	FOR	AGAINST	ABSTAIN
	Ratification of the appointment of the Company’s independent registered public accounting		☐	☐	☐
Proposal 4		→	FOR	AGAINST	ABSTAIN
	Approval of the 2024 Omnibus Equity Incentive Plan		☐	☐	☐
				MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐
The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2023 Annual Report on Form 10-K the proxy will be voted (1) “for” the election of each of the nominees for director; (2) “for” the approval the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement; (3) “for” the ratification of the appointment of the Company’s independent registered public accounting, and (4) “for” the approval of the 2024 Omnibus Equity Incentive Plan.				MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable): ____________________________ ____________________________ ____________________________ IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: ________________________, 2024

				(Print Name of Stockholder and/or Joint Tenant)

				(Signature of Stockholder)

				(Second Signature if held jointly)