Cosmos Health Inc.

For the period ended Jun 2, 2026. Filed Jun 2, 2026.

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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.

Jun 2, 2026 · Filed Jun 2, 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:
	(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

Thesoloniki Greece 55438

June 3, 2026

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 July 15, 2026 at 9:00 A.M. (Central Time) at the Company’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 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 2025 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 2026 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 approval of the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2), the approval of the Company’s 2026 equity incentive plan (Proposal 3) and the approval of designation and issuance of Series B Preferred Stock (Proposal 4), 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 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 15, 2026

To the Stockholders of Cosmos Health Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cosmos Health Inc. (the “Company”) will be held on July 15, 2026, 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 ratify the appointment of the Company’s independent registered public accounting firm (Proposal 2);
3.	To approve the Company’s 2026 equity incentive plan (Proposal 3);
4.	To approve designation and issuance of Series B Preferred Stock (Proposal 4).

Only stockholders of record at the close of business on May 19, 2026 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 July 1, 2026.

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 ratification of the appointment of the Company’s independent registered public accounting firm “FOR” the approval of the Company’s, and “FOR” approval of designation and issuance of Series B Preferred Stock.

	By Order of the Board of Directors,
June 3, 2026	/s/ Grigorios Siokas
	Grigorios Siokas
	Chief Executive Officer

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for fiscal year ended December 31, 2025, 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		7
	Voting Instructions		7
	Tabulating the Vote		7
	Voting Results		7
	Solicitation/Costs		7
PROPOSAL 1 - ELECTION OF DIRECTORS		8
CORPORATE GOVERNANCE		9
	Director Independence		9
	Board Leadership Structure		9
	Board Oversight of Risk		9
	Meetings of the Board of Directors and Board Committees		10
	Board Committees		10
	Section 16(a) Beneficial Ownership Reporting Compliance		11
	Code of Ethics		11
	Stockholders Communications with the Board		11
COMPENSATION OF DIRECTORS		12
EXECUTIVE OFFICERS		13
EXECUTIVE COMPENSATION		14
	Summary Compensation Table		14
	Narrative Disclosure to Summary Compensation Table		14
	Outstanding Equity Awards At Year-End		15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		21
AUDIT COMMITTEE REPORT		24
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		25
PROPOSAL 3 - APPROVAL OF THE COMPANY’S 2026 EQUITY INCENTIVE PLAN		26
PROPOSAL 4 - APPROVAL OF DESIGNATION AND ISSUANCE OF SERIES B PREFERRED STOCK		32
OTHER INFORMATION		32

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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

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

JULY 15, 2026

ContentsView on SEC.gov

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