Cosmos Health Inc.

For the period ended Sep 30, 2025. Filed Aug 22, 2025.

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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.

Sep 30, 2025 · Filed Aug 22, 2025

COSM$0.30+5.2%Stored close · as of Nov 6, 2026

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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 (Amendment No. ______)

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:
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☐	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

August 25, 2025

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 September 30, 2025 at 9:00 A.M. (Central Time) at the Company’s headquarters, 141 West Jackson Boulevard, Suite 4234, Chicago, IL 60604. You will be able to attend the meeting, vote and submit your questions at such meeting.

Details regarding admission to the meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials you will receive via electronic mail and in this Proxy Statement. We have also made available a copy of our 2024 Annual Report on Form 10-K to Stockholders (the “Annual Report”) with this Proxy Statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the internet increases the ability of our stockholders to connect with the information they need. If you want more information, please visit the Annual Stockholders Meeting section of our website at www.cosmoshealthinc.com.

Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 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 vote is very important. 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. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received via electronic mail or your enclosed proxy card. 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 authorization of 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 (Proposal 2), the approval of the issuance of shares of Common Stock issuable upon the conversion of the Notes in compliance with Nasdaq Listing Rule 5635(d) (Proposal 3), the approval of the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 4), the approval of the Company’s 2025 equity incentive plan (Proposal 5) the non-binding advisory Say on Pay Vote (Proposal 6) or the non-binding advisory vote on the frequency of the future Say on Pay Votes (Proposal 7) and approve the amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock of the Company to 1,500,000,000 shares of Common Stock and 300,000,000 shares of “blank check” Preferred Stock (Proposal 8), 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 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON September 30, 2025

To the Stockholders of Cosmos Health Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Cosmos Health Inc. (the “Company”) will be held on September 30, 2025, at 9:00 A.M. (Central Time) at the Company’s U.S. headquarters, 141 West Jackson Boulevard, Suite 4234, 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 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 (Proposal 2);
3	To approve the issuance of shares of Common Stock issuable upon the conversion of the Notes in compliance with Nasdaq Listing Rule 5635(d) (Proposal 3);
4.	To ratify the appointment of the Company’s independent registered public accounting firm (Proposal 4);
5.	To approve the Company’s 2025 equity incentive plan (Proposal 5);
6. 7. 8.	To cast a non-binding, advisory vote to approve the compensation of our named executive officers (“Say on Pay Vote”) (Proposal 6); To cast a non-binding, advisory vote on the frequency of the future “Say on Pay” Votes (Proposal 7); To approve the amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock of the Company to 1,500,000,000 shares of Common Stock and 300,000,000 shares of “blank check” Preferred Stock (Proposal 8); and 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 August 1, 2025 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 Equiniti, the Company’s transfer agent for this meeting, and you wish to attend the meeting, go to equiniti.com/global/.

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 Equiniti. Request for registration should be directed to proxy-id@equiniti.com, or to facsimile number (202) 521-3464. Written requests can be mailed to: C/O Equiniti, Attn: James Michael, 1110 Centre Point Curve STE 101 Mendota Heights, MN 55120. Written requests can be mailed to: C/O Equiniti, Attn: James Michael, 1110 Centre Point Curve STE 101 Mendota Heights, MN 55120. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Central Time) on September 23, 2025.

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 authorization of 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” the approval of the issuance of shares of Common Stock issuable upon the conversion of the Notes in compliance with Nasdaq Listing Rule 5635(d) , “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm, “FOR” the approval of the Company’s 2025 equity incentive plan, “FOR” the non-binding advisory Say on Pay Vote, “FOR” the non-binding advisory vote on the frequency of the future Say on Pay Votes and “FOR” the approval of the amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock of the Company to 1,500,000,000 shares of Common Stock and 300,000,000 shares of “blank check” Preferred Stock;

	By Order of the Board of Directors,
August 25, 2025	/s/ Grigorios Siokas
	Grigorios Siokas
	Chief Executive Officer

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for fiscal year ended December 31, 2024, will be available at www.cosmoshealthinc.com.

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		8
	Voting Instructions		8
	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
	Anti-Hedging and Anti-Pledging Policies		13
	Code of Ethics		13
	Insider Trading Policies and Procedures		13
	Stockholders Communications with the Board		13
COMPENSATION OF DIRECTORS		14
EXECUTIVE OFFICERS		15
EXECUTIVE COMPENSATION		16
	Summary Compensation Table		17
	Narrative Disclosure to Summary Compensation Table		17
	Outstanding Equity Awards At Year-End		18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		23
AUDIT COMMITTEE REPORT		25
PROPOSAL 2 - AUTHORIZATION OF 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		26
PROPOSAL 3 - APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION OF THE NOTES IN COMPLIANCE WITH NASDAQ LISTING RULE 5635(D)		33
PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		36
PROPOSAL 5 - APPROVAL OF THE COMPANY’S 2025 EQUITY INCENTIVE PLAN		37
PROPOSAL 6 - THE NON-BINDING ADVISORY SAY ON PAY VOTE		43
PROPOSAL 7 - THE NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE FUTURE SAY ON PAY VOTES		44
PROPOSAL 8 – APPROVAL OF THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK OF THE COMPANY TO 1,500,000,000 SHARES OF COMMON STOCK AND 300,000,000 SHARES OF “BLANK CHECK” PREFERRED STOCK		45
OTHER INFORMATION		46

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

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

141 WEST JACKSON BOULEVARD, SUITE 4234, CHICAGO, IL 60604

SEPTEMBER 30, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.