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  4. [8-K] Cosmos Health Inc. Reports Material Event

Cosmos Health (NASDAQ: COSM) wins backing for Series B preferred and equity plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

COSMOS HEALTH INC. held its 2026 Annual Meeting of Stockholders on July 15, 2026, where stockholders elected six directors and approved several corporate proposals. Holders of 28,315,417 of 60,043,491 outstanding common shares were present or represented by proxy, about 47% of eligible shares.

Stockholders approved the company’s 2026 Equity Omnibus Plan and authorized the designation and issuance of 100,000 shares of Series B Preferred Stock, with rights and preferences set out in a Certificate of Designation filed in Nevada. They also ratified the independent registered public accounting firm. All proposals received approximately 79%–84% affirmative support.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 15, 2026 Form 8-K places the 100,000-share Series B Preferred Stock event at shareholder approval: the company says the certificate of designation will be filed, so the disclosure does not report that those shares have been issued.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series B Preferred authorized 100,000 shares Shares of Series B Preferred Stock approved for designation and issuance at 2026 Annual Meeting
Common shares outstanding 60,043,491 shares Common stock outstanding on the record date for the 2026 Annual Meeting
Shares present or by proxy 28,315,417 shares Shares represented at the 2026 Annual Meeting, about 47% of eligible shares
Equity Plan support 79.58 % Percentage affirmative vote approving the 2026 Equity Omnibus Plan
Series B Preferred support 78.98 % Percentage affirmative vote approving designation and issuance of Series B Preferred Stock
Auditor ratification support 84.24 % Percentage affirmative vote ratifying the independent registered public accounting firm
Highest director support 84.22 % Percentage affirmative vote for director Theodoros C. Karkantzos
Series B Preferred Stock financial
"approved the proposed issuance and designation of one hundred thousand (100,000) shares of Series B Preferred Stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Equity Omnibus Plan financial
"Proposal 3 – Approval of Company’s 2026 Equity Omnibus Plan"
Certificate of Designation regulatory
"The Company will file a certificate of designation with the Secretary of State of Nevada"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
independent registered public accounting firm financial
"The Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"the Company’s 2026 Annual Meeting of Stockholders held on July 15, 2026"

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FAQ

What did COSMOS HEALTH INC. (COSM) stockholders approve at the 2026 Annual Meeting?
Stockholders approved six director elections, the 2026 Equity Omnibus Plan, the designation and issuance of 100,000 Series B Preferred shares, and ratified the company’s independent registered public accounting firm, with each proposal receiving roughly 79%–84% affirmative votes.

How many COSM shares were entitled to vote and actually voted at the 2026 Annual Meeting?
A total of 60,043,491 common shares were outstanding on the record date. 28,315,417 shares were present in person or by proxy, representing approximately 47% of the outstanding shares eligible to vote at the meeting.

What are the key details of COSM’s newly approved Series B Preferred Stock?
Stockholders approved the issuance and designation of 100,000 shares of Series B Preferred Stock. The rights, preferences, privileges and restrictions are set forth in a Certificate of Designation filed with the Nevada Secretary of State, with the form attached as an exhibit.

What was the shareholder support for COSM’s 2026 Equity Omnibus Plan?
The 2026 Equity Omnibus Plan received 22,534,586 votes for, 5,673,149 votes against, and 107,682 abstentions, for a 79.58% affirmative vote. This approval authorizes a new equity compensation framework for the company.

How strongly did COSM stockholders support the Series B Preferred Stock proposal?
The Series B Preferred Stock proposal received 22,363,076 votes for, 5,818,559 against, and 133,782 abstentions, with 78.98% affirmative support, reflecting broad but not unanimous backing for creating and issuing this preferred share class.

Was COSM’s independent auditor ratified by stockholders at the 2026 meeting?
Yes. The ratification of COSM’s independent registered public accounting firm received 23,852,605 votes for, 4,391,554 against, and 71,258 abstentions, for an 84.24% affirmative vote, indicating strong shareholder support for the auditor selection.

Who were elected to COSM’s board of directors at the 2026 Annual Meeting?
Stockholders elected Grigorios Siokas, Demetrios G. Demetriades, John J. Hoidas, Dr. Anastasios Aslidis, Suhel Bhutawala, and Theodoros C. Karkantzos as directors, each to serve until the next Annual Meeting and until their successors are elected and qualified.

 

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:

 

 
2

 

 

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).

 

 
3

 

 

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

 

 

 
4

 

Source: View Original Filing on SEC EDGAR

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