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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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).
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers |
On September 20, 2023, Pavlos Ignatiades, our Chief Communications Officer, resigned effective immediately. Mr. Ignatiades was Chief Operating Officer from March 2020 until February 1, 2023, when elected Chief Communications Officer. Prior to 2020, he was in charge of the daily activities of all of the Company’s subsidiaries. We are ever thankful for his contributions to the Company.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 18, 2023, 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 nominees for director; (2) the ratification of the October 2022 Public Offering; (3) the approval of the Company’s 2023 equity incentive plan; and (4) to authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion.
At the Meeting, a total of 4,879,702 shares of common stock of the Company (the “Common Stock”) voted in person or by proxy, out of 13,068,719 outstanding shares of Common Stock entitled to vote at the Meeting. This constituted approximately thirty-seven (37%) 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 |
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| Withheld |
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| % Votes Affirmative |
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01 - Grigorios Siokas |
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| 4,606,832 |
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| 272,870 |
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| 94.41 | % |
02 - Demetrios G. Demetriades |
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| 4,867,713 |
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| 11,989 |
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| 99.75 | % |
03 - John J. Hoidas |
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| 4,872,529 |
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| 7,173 |
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| 99.85 | % |
04 - Dr. Anastasios Aslidis |
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| 4,808,836 |
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| 70,866 |
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| 98.55 | % |
05 - Dr. Manfred Ziegler |
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| 4,829,695 |
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| 50,007 |
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| 98.98 | % |
06 - Suhel Bhutawala |
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| 4,829,523 |
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| 50,179 |
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| 98.97 | % |
2. | To ratify the October 2022 Public Offering: |
For |
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| Against |
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| Abstain |
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| % Votes Affirmative |
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| 4,770,999 |
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| 106,633 |
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| 2,070 |
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| 97.77 | % |
3. | To approve the Company’s 2023 equity incentive plan: |
For |
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| Against |
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| Abstain |
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| % Votes Affirmative |
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| 4,596,072 |
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| 277,077 |
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| 6,553 |
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| 94.19 | % |
4. | To authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion: |
For |
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| Against |
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| Abstain |
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| % Votes Affirmative |
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| 4,766,157 |
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| 113,059 |
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| 486 |
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| 97.67 | % |
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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 22, 2023 | By: | /s/ Georgios Terzis | |
Georgios Terzis |
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Chief Financial Officer |
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