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 19, 2024

 

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) 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 5.07

Submission of Matters to a Vote of Security Holders.

 

On November 19, 2024, 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 six nominees for director; (2) the approval the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants Issued in connection with a warrant inducement; (3) the ratification of the  appointment of the Company’s independent registered public accounting firm; (4) the approval of the Company’s 2024 Omnibus Equity Incentive Plan; and (4) the authorization of the Board of Directors to amend the Articles of Incorporation to effect reverse stock splits of the Company's outstanding common stock at their discretion..

 

At the Meeting, a total of 11,380,976 shares of common stock of the Company (the “Common Stock”) voted in person or by proxy, out of 21,014,049 outstanding shares of Common Stock entitled to vote at the Meeting. This constituted approximately fifty-four (54%) 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

 

 

10,327,893

 

 

 

1,070,083

 

 

 

90.61%

02 - Demetrios G. Demetriades

 

 

8,510,238

 

 

 

2,860,738

 

 

 

74.84%

03 - John J. Hoidas

 

 

7,859,458

 

 

 

3,469,518

 

 

 

69.37%

04 - Dr. Anastasios Aslidis

 

 

9,536,525

 

 

 

1,834,451

 

 

 

83.87%

05 - Dr. Manfred Ziegler

 

 

7,953,659

 

 

 

3,417,317

 

 

 

69.95%

06 - Suhel Bhutawala

 

 

8,030,876

 

 

 

3,340,100

 

 

 

70.63%

 

2.

To approve the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement:

 

For

 

 

Against

 

 

Abstain

 

 

% Votes Affirmative

 

 

8,006,042

 

 

 

3,358,884

 

 

 

6,050

 

 

 

70.41%

 

3.

To ratify the  appointment of the Company’s independent registered public accounting firm:

 

For

 

 

Against

 

 

Abstain

 

 

% Votes Affirmative

 

 

11,334,396

 

 

 

33,015

 

 

 

3,565

 

 

 

99.68%

 

4.

To approve the Company’s 2024 Omnibus Equity Incentive Plan:

 

For

 

 

Against

 

 

Abstain

 

 

% Votes Affirmative

 

 

8,897,693

 

 

 

2,456,108

 

 

 

17,175

 

 

 

78.25%

 

5.

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

 

For

 

 

Against

 

 

Abstain

 

 

% Votes Affirmative

 

 

10,518,860

 

 

 

858,387

 

 

 

3,729

 

 

 

92.42%

 

 

-2-

 

  

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 21, 2024

By:

/s/ Georgios Terzis

Georgios Terzis

 

Chief Financial Officer

 

 

-3-

 

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Nov. 19, 2024
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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. 19, 2024
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 Postal Zip Code 55438
City Area Code 312
Local Phone Number 865-0026
Security 12b Title Common Stock, $.001 par value
Trading Symbol COSM
Security Exchange Name NASDAQ
Entity Address Country GR
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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