Cosmos Health Inc.

For the period ended Nov 19, 2024. Filed Oct 18, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 19, 2024 · Filed Oct 18, 2024

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DEF 14A 1 cosm_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Cosmos Health Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identity the filing for which the offsetting fee was paid previously. Identity the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Cosmos Health Inc.

5 Agiou Georgiou Street

Thessaloniki, Greece 55438

October 18, 2024

Dear Cosmos Health Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Cosmos Health Inc. (the “Company”) which will be held on November 19, 2024 at 9:00 A.M. (Central Time) at the Company’s U.S. headquarters, 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604. You will be able to attend the meeting, vote and submit your questions at such meeting.

Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the internet or at the Annual Meeting, or you also may vote by mailing a proxy card. Please review the instructions on the proxy card regarding your voting options.

Cordially,

/s/ Grigorios Siokas

Grigorios Siokas

Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT In order to ensure your representation at the Annual Meeting, whether or not you plan to attend the meeting, please vote your shares as promptly as possible over the Internet by following the instructions on your proxy card. Your participation will help to ensure the presence of a quorum at the Annual Meeting and save the Company the extra expense associated with additional solicitation. If you hold your shares through a broker, bank or other nominee, your broker, bank or other nominee is not permitted to vote on your behalf in the election of directors (Proposal 1), the approval of the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement (Proposal 2), the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 3) the approval of the Company’s 2024 equity incentive plan (Proposal 4), or 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 (Proposal 5) unless you provide specific instructions to your broker, bank or other nominee by completing and returning any voting instruction form that your broker, bank or other nominee provides or following instructions that allow you to vote your broker-held shares via the Internet. Voting your shares in advance will not prevent you from attending the Annual Meeting, revoking your earlier submitted proxy or voting your shares during the Annual Meeting.

Cosmos Health Inc.

5 Agiou Georgiou Street

Thessaloniki, Greece 55438

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 19, 2024

To the Stockholders of Cosmos Health Inc.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cosmos Health Inc. (the “Company”) will be held on November 19, 2024, at 9:00 A.M. (Central Time) at the Company’s U.S. headquarters, 141 West Jackson Boulevard, Suite 4236, Chicago, IL 60604.

1.	To elect six directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified (Proposal 1);
2.	To approve the issuance of shares of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement (Proposal 2);
3.	To ratify the appointment of the Company’s independent registered public accounting firm (Proposal 3);
4. 5.	To approve the Company’s 2024 equity incentive plan (Proposal 4); 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 (Proposal 5); and
6.	To transact such other business as may properly come before the Annual Meeting (including any adjournments or postponements thereof).

Only stockholders of record at the close of business on September 20, 2024 are entitled to receive the notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

If your shares are registered in your name with Issuer Direct, the Company’s transfer agent for this meeting, and you wish to attend the meeting, go to www.issuerdirect.com.

If your shares are registered in the name of your broker, bank or other nominee, you are a “beneficial owner” of the shares. Beneficial owners of shares who wish to attend the Annual Meeting must obtain a valid legal proxy by contacting your account representative at the bank, broker, or other nominee that holds your shares and then register in advance to attend the Annual Meeting. After obtaining a valid legal proxy from your broker, bank or other nominee, to then register to attend the Annual Meeting, you must submit a copy of your legal proxy reflecting the number of your shares along with your name and e-mail address to Issuer Direct Corporation. Request for registration should be directed to proxy@issuerdirect.com, or to facsimile number (202) 521-3464. Written requests can be mailed to: Issuer Direct Corporation, Attn: James Michael, One Glenwood Avenue, Suite 1001, Raleigh, North Carolina 27603. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Central Time) on November 18, 2024.

Your Board of Directors believes that the election of the nominees specified in the accompanying Proxy Statement as directors at the Annual Meeting is in the best interest of the Company and its stockholders and accordingly, unanimously recommends a vote “FOR” such nominees. The Board of Directors also recommends that you vote “FOR” the approval of the issuance of common stock pursuant to certain Common Stock Purchase Warrants issued in connection with a warrant inducement, “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm, “FOR” the approval of the Company’s 2024 equity incentive plan, and “FOR” 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.

	By Order of the Board of Directors,
October 18, 2024	/s/ Grigorios Siokas
	Grigorios Siokas
	Chief Executive Officer

TABLE OF CONTENTS

	PAGE NO.
GENERAL INFORMATION	5
	Record Date	5
	Quorum	5
	Shares Outstanding	5
	Shareholders of Record/Beneficial Owners	5
	Voting	6
	Revoking Your Proxy	6
	Votes Required to Adopt Proposals and Abstentions and Broker Non-Votes	6
	Effect of Not Casting Your Vote	7
	Effect of Abstentions and Broker Non-Votes	7
	Voting Instructions	7
	Tabulating the Vote	8
	Voting Results	8
	Solicitation/Costs	8
PROPOSAL 1 - ELECTION OF DIRECTORS	9
CORPORATE GOVERNANCE	11
	Director Independence	11
	Board Leadership Structure	11
	Board Oversight of Risk	11
	Meetings of the Board of Directors and Board Committees	12
	Board Committees	12
	Section 16(a) Beneficial Ownership Reporting Compliance	13
	Code of Ethics	13
	Stockholders Communications with the Board	13
COMPENSATION OF DIRECTORS	14
EXECUTIVE OFFICERS	14
EXECUTIVE COMPENSATION	15
	Summary Compensation Table	15
	Narrative Disclosure to Summary Compensation Table	16
	Outstanding Equity Awards At Year-End	17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	18
AUDIT COMMITTEE REPORT	21
PROPOSAL 2 - THE APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK PURSUANT TO CERTAIN COMMON STOCK PURCHASE WARRANTS ISSUED IN CONNECTION WITH A WARRANT INDUCEMENT	22
PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	23
PROPOSAL 4 – THE APPROVAL OF THE COMPANY’S 2024 EQUITY INCENTIVE PLAN	25
PROPOSAL 5 – 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	30
OTHER INFORMATION	40

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT THE COMPANY’S U.S. HEADQUARTERS,

141 WEST JACKSON BOULEVARD, SUITE 4236, CHICAGO, IL 60604

NOVEMBER 19, 2024

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