COSM 8-K
Cosmos Health Inc. (COSM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As described under Item 5.07 of this Current Report on Form 8-K, at the Company’s 2025 Annual Meeting of Stockholders held on September 30, 2025 (the “Annual Meeting”), the stockholders of the Company elected the following to serve as directors of the Company until the next Annual Meeting and until their successors are duly elected and qualified:
Grigorios Siokas |
Demetrios G. Demetriades |
John J. Hoidas |
Dr. Anastasios Aslidis |
Suhel Bhutawala |
Theodoros C. Karkantzos |
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
As described under Item 5.07 of this Current Report on Form 8-K, at the Company’s 2025 Annual Meeting of Stockholders held on September 30, 2025 (the “Annual Meeting”), the stockholders of the Company approved the proposed amendment (the “Amendment”) to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock of the Company to 1,500,000,000 shares of Common Stock and 300,000,000 shares of “blank check” Preferred Stock. The Amendment is described in detail under “Proposal Eight: Approval Of The Amendment To The Company’s Articles Of Incorporation To Increase The Number Of Authorized Shares Of Capital Stock Of The Company To 1,500,000,000 Shares Of Common Stock And 300,000,000 Shares Of “Blank Check” Preferred Stock,” commencing on page 45 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 22, 2025 in connection with the Annual Meeting. The Amendment will become effective upon its filing with the Secretary of State of the State of Nevada. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment to the Articles of Incorporation, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On September 30, 2025, the Company held the Annual Meeting. Of the 30,127,379 shares of common stock of the Company outstanding on the record date, 15,983,371 shares were present at the Annual Meeting in person or by proxy, representing approximately 53% of the total outstanding shares eligible to vote. All proposals passed, and the directors recommended by the Company were elected.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of Directors
Name |
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| Votes Withheld |
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Grigorios Siokas |
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| 13,799,035 |
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| 2,184,336 |
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Demetrios G. Demetriades |
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| 12,216,173 |
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| 3,767,198 |
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John J. Hoidas |
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| 12,220,515 |
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| 3,762,856 |
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Dr. Anastasios Aslidis |
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| 12,038,933 |
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| 3,944,438 |
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Suhel Bhutawala |
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| 12,037,608 |
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| 3,945,763 |
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Theodoros C. Karkantzos |
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| 12,035,428 |
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| 3,947,943 |
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Proposal 2 – Authorization of the Board of Directors to Amend the Company’s Amended and Restated Articles of Incorporation to Effect a Reverse Stock Split of the Company’s Outstanding Common Stock at their Discretion
Votes For: |
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| 13,898,821 |
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Votes Against: |
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| 2,084,235 |
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Abstain: |
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| 315 |
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Proposal 3 – Approval of the Issuance of Shares of Common Stock Issuable Upon Conversion of the Notes in Compliance with Nasdaq Listing Rule 5635(d)
Votes For: |
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| 13,961,150 |
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Votes Against: |
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| 2,022,033 |
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Abstain: |
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| 188 |
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Proposal 4 – The Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
Votes For: |
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| 14,040,370 |
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Votes Against: |
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| 1,939,314 |
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Abstain: |
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| 3,687 |
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Proposal 5 – Approval of Company’s 2025 Equity Omnibus Plan
Votes For: |
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| 13,982,769 |
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Votes Against: |
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| 1,951,983 |
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Abstain: |
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| 48,619 |
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Proposal 6 – Non-Binding Advisory on “Say on Pay” Vote
Votes For: |
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| 13,867,716 |
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Votes Against: |
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| 1,968,122 |
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Abstain: |
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| 147,533 |
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Proposal 7 – Non-Binding Advisory on the Frequency of the Future “Say on Pay” Votes
One Year: |
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| 2,658,606 |
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Two Years: |
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| 51,510 |
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Three Years: |
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| 13,082,602 |
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Abstain: |
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| 190,653 |
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Proposal 8 – Approval Of The Amendment To The Company’s Articles Of Incorporation To Increase The Number Of Authorized Shares Of Capital Stock Of The Company To 1,500,000,000 Shares Of Common Stock And 300,000,000 Shares Of “Blank Check” Preferred Stock
Votes For: |
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| 13,802,295 |
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Votes Against: |
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| 2,176,907 |
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Abstain: |
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| 4,169 |
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. | Description | |||||||
104 |
| Cover Page Interactive Date File (embedded within the Inline XBRL document) |
4 |
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. | |||
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Date: September 30, 2025 | By: | /s/ Georgios Terzis | |
Georgios Terzis |
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Chief Financial Officer |
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EXHIBIT 3.1
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF COSMOS HEALTH INC.
Pursuant to the provisions of Chapter 78 of the Nevada Revised Statutes (the “NRS”), the undersigned corporation adopts the following Amendment to the Articles of Incorporation.
I. AMENDMENT TO THE ARTICLES OF INCORPORATION.
Article 3 of the Articles of Incorporation is amended as follows:
3. AUTHORIZED STOCK (number of shares the Corporation is authorized to issue).
| Number of shares par value: | 1,500,000,000 Common Stock |
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| 300,000,000 Preferred Stock |
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| 1,800,000,000 |
Par value per share $: .001
Number of shares without par value: -
| II. | STOCKHOLDER APPROVAL. This Certificate of Amendment to the Articles of Incorporation has been approved by the Stockholders pursuant to the NRS. |
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| III. | EFFECTIVE DATE OF FILING. This Certificate of Amendment to the Articles of Incorporation shall be effective on September 30, 2025. |
IN TESTIMONY HEREOF, the undersigned has executed this Certificate of Amendment to the Articles of Incorporation as of September 30, 2025.
Date: September 30, 2025
| /s/ Georgios Terzis |
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| Georgios Terzis |
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| Chief Financial Officer |
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