Form 8-K

8-K — Cosmos Health Inc.

Accession: 0001477932-26-004357

Filed: 2026-07-16

Period: 2026-07-15

CIK: 0001474167

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — cosm_8k.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK (cosm_ex31.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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cosm_8k.htm

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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) July 15, 2026

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

(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 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.

The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

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 2026 Annual Meeting of Stockholders held on July 15, 2026 (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 2026 Annual Meeting, the stockholders of the Company approved the proposed issuance and designation of one hundred thousand (100,000) shares of Series B Preferred Stock of the Company. The material terms of Series B Preferred Stock are described in detail under “Proposal 4: Approval of Designation and Issuance of Series B Preferred Stock,” commencing on page 32 of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 2, 2026, in connection with the Annual Meeting. The Company will file a certificate of designation with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of Series B Preferred Stock, the form of which is attached hereto as Exhibit A.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On July 15, 2026, the Company held its 2026 Annual Meeting. Of the 60,043,491 shares of common stock of the Company outstanding on the record date, 28,315,417 shares were present at the Annual Meeting in person or by proxy, representing approximately 47% 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

Votes For

Votes Withheld

Percentage Affirmative

Grigorios Siokas

22,388,863

5,926,554

79.07 %

Demetrios G. Demetriades

23,362,049

4,953,368

82.51 %

John J. Hoidas

22,945,782

5,369,635

81.04 %

Dr. Anastasios Aslidis

23,622,205

4,693,212

83.43 %

Suhel Bhutawala

22,946,202

5,369,215

81.04 %

Theodoros C. Karkantzos

23,847,672

4,467,745

84.22 %

Proposal 2 – The Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

Votes For:

23,852,605

Votes Against:

4,391,554

Abstain:

71,258

Percentage Affirmative:

84.24 %

Proposal 3 – Approval of Company’s 2026 Equity Omnibus Plan

Votes For:

22,534,586

Votes Against:

5,673,149

Abstain:

107,682

Percentage Affirmative:

79.58 %

Proposal 4 – Approval of Designation and Issuance of the Company’s Series B Preferred Stock

Votes For:

22,363,076

Votes Against:

5,818,559

Abstain:

133,782

Percentage Affirmative:

78.98 %

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Designation of Series B Preferred Stock, dated July 16, 2026.

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: July 16, 2026

By:

/s/ Georgios Terzis

Georgios Terzis

Chief Financial Officer

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK

EX-3.1

Filename: cosm_ex31.htm · Sequence: 2

cosm_ex31.htm

EXHIBIT 3.1

CERTIFICATE OF DESIGNATION

COSMOS HEALTH INC.,

A Nevada Corporation

__________________________________________________________________________________

COSMOS HEALTH INC., a Nevada corporation (the “Corporation”) organized and existing under and by virtue of the provisions of the Nevada Revised Statutes of the State of Nevada (the “NRS”) does hereby certify:

WHEREAS, pursuant to the Corporation’s Articles of Incorporation (as amended), the Corporation’s Board of Directors (the “Board”) is authorized to issue, by resolution and without any action by the Corporation’s shareholders, up to Three Hundred Million (300,000,000) shares of preferred stock, par value $0.001 (the “Preferred Stock”), in one or more series, and the Board may establish the designations, dividend rights, dividend rate, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and all other preferences and rights of any series of Preferred Stock, including rights that could adversely affect the voting power of the holders of the Corporation’s common stock; and

WHEREAS, on and effective October 4, 2021, the Corporation filed a certificate of designation for Series A Preferred Stock (as defined in the certificate of designation). Six Million (6,000,000) shares of such Series A Preferred Stock were issued. As of the date of this Certificate, all shares of Series A Preferred Stock have been converted into common stock of the Corporation and no shares of Series A Preferred Stock are outstanding; and

WHEREAS, Two Hundred and Ninety-Four Million (294,000,000) of Preferred Shares remain available for designation and issuance: and

WHEREAS, the Board believes it to be in the best interest of the Corporation and its shareholders to designate a new class of Series B Preferred Stock (as defined below);

IT IS RESOLVED, pursuant to the NRS, the Board hereby files this Certificate of Designation (the “Certificate”) and designates a new class of Preferred Stock as Series B Preferred Stock as follows:

One Hundred Thousand (100,000) shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series B Preferred Stock” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:

Voting Rights. Except as otherwise required by the NRS or as expressly provided in this Certificate of Designation, the holders of shares of Series B Preferred Stock shall have no right to vote on any substantive matter, proposal, transaction, or resolution submitted to a vote of the shareholders of the Corporation. Pursuant to NRS 78.320, the shares of Series B Preferred Stock shall be deemed present and entitled to vote at any meeting of the shareholders solely and exclusively for the purpose of establishing a quorum for the transaction of business. The Series B Preferred Stock shall possess one hundred million (100,000,000) total votes, one thousand (1,000) votes per share, which shall be counted toward the aggregate voting power present at the meeting of the shareholders of the Corporation to satisfy the requirements of NRS 78.320(1)(a).

Dividends. Except as otherwise required by the NRS, holders of shares of Series B Preferred Stock shall not be entitled to receive dividends or other distributions when, as and if declared by the Board.

Preemptive Rights. Holders of shares of Series B Preferred Stock shall have no preemptive rights to purchase or subscribe for any shares of the Corporation’s capital stock or other securities.

Redemption. Shares of the Series B Preferred Stock shall not be subject to redemption by operation of a sinking fund or otherwise.

Conversion. Holders of shares of Series B Preferred Stock shall have no right to convert or exchange such shares of Series B Preferred Stock into any shares of the Corporation’s capital stock or other securities.

Liquidation Rights. In the event of any liquidation, dissolution, or winding up of the Corporation, subject to the rights, if any, of the holders of other classes of the Company’s capital stock, the holders of shares of Series B Preferred Stock shall be entitled to receive only par value of $0.001 per share of Series B Preferred Stock before any distribution is made to the holders of common stock of the Corporation.

Re-issuance. No share or shares of Series B Preferred Stock acquired by the Corporation shall be reissued as Series B Preferred Stock, and all such shares thereafter shall be returned to the Corporation’s treasury under the status of undesignated and un-issued shares of Preferred Stock of the Corporation.

Notices. Unless otherwise specified in the Corporation’s Certificate of Incorporation or Bylaws, all notices or communications given hereunder shall be in writing and, if to the Corporation, shall be delivered to its principal executive offices, and if to any Series B Holder, shall be delivered to it at its address as it appears on the stock books of the Corporation.

Transfer Agent Notice. The Corporation shall immediately, upon filing of this Certificate, provide its transfer agent with copies of this Certificate and notify its transfer agent of all rights, conditions, terms and requirements hereunder. In the event the Corporation changes transfer agents following the filing of this Certificate, any new transfer agent shall immediately receive copies of this Certificate and be notified of all rights, conditions, terms and requirements hereunder.

10.

Severability. If any word, phrase, provision or clause of this Certificate is deemed to be invalid, illegal, or unenforceable, only specific content shall be deemed stricken from this Certificate and all remaining language, content, rights, restrictions and privileges of this Certificate shall remain in effect. If any word, phrase, provision or clause of this Certificate is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation of Cosmos Health Inc. on July 16, 2026.

COSMOS HEALTH INC.

/s/ Georgios Terzis

By: Georgios Terzis

Its: Chief Financial Officer

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