Cosmos Health Inc. Files 8-K on Director/Officer Changes & More
Ticker: COSM · Form: 8-K · Filed: Oct 1, 2025 · CIK: 1474167
Sentiment: neutral
Topics: corporate-governance, director-changes, officer-appointments, filing-update
TL;DR
Cosmos Health Inc. filed an 8-K detailing director/officer changes and corporate amendments as of Sept 30, 2025.
AI Summary
Cosmos Health Inc. filed an 8-K on October 1, 2025, reporting events as of September 30, 2025. The filing covers several items including the departure and election of directors, appointment of officers, amendments to articles of incorporation, submission of matters to a vote, and financial statements. The company, formerly known as Cosmos Holdings Inc. and Prime Estates & Developments Inc., is incorporated in Nevada and operates in the wholesale drug sector.
Why It Matters
This 8-K filing indicates significant corporate governance updates and potential strategic shifts for Cosmos Health Inc., which could impact its operational direction and shareholder value.
Risk Assessment
Risk Level: medium — The filing involves changes in corporate leadership and governance, which can introduce uncertainty and potential strategic shifts.
Key Numbers
- 20250930 — Report Date (The date as of which the report's events are reported.)
- 20251001 — Filing Date (The date the 8-K was officially filed with the SEC.)
Key Players & Entities
- Cosmos Health Inc. (company) — Registrant
- Cosmos Holdings Inc. (company) — Former company name
- Prime Estates & Developments Inc (company) — Former company name
- Nevada (jurisdiction) — State of incorporation
FAQ
What specific changes occurred regarding directors and officers?
The filing indicates the departure of directors or certain officers and the election of new directors, along with the appointment of certain officers.
Were there any amendments to the company's articles of incorporation or bylaws?
Yes, the filing explicitly lists 'Amendments to Articles of Incorporation or Bylaws' as an item being reported.
Were any matters submitted to a vote of security holders?
Yes, the filing confirms the 'Submission of Matters to a Vote of Security Holders' as an item covered.
What is the company's primary business sector?
Cosmos Health Inc. is classified under Standard Industrial Classification code 5122, which is 'WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES'.
When did the company last change its name?
The company was formerly known as Cosmos Holdings Inc. with a name change date of January 6, 2014, and prior to that as Prime Estates & Developments Inc. with a name change date of October 8, 2009.
Filing Stats: 1,034 words · 4 min read · ~3 pages · Grade level 12 · Accepted 2025-10-01 06:02:51
Filing Documents
- cosm_8k.htm (8-K) — 56KB
- cosm_ex31.htm (EX-3.1) — 8KB
- cosm_ex31img1.jpg (GRAPHIC) — 257KB
- cosm_ex31img2.jpg (GRAPHIC) — 187KB
- 0001477932-25-007274.txt ( ) — 795KB
- cosm-20250930.xsd (EX-101.SCH) — 5KB
- cosm-20250930_lab.xml (EX-101.LAB) — 15KB
- cosm-20250930_cal.xml (EX-101.CAL) — 1KB
- cosm-20250930_pre.xml (EX-101.PRE) — 9KB
- cosm-20250930_def.xml (EX-101.DEF) — 2KB
- cosm_8k_htm.xml (XML) — 4KB
03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
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 2025 Annual Meeting of Stockholders held on September 30, 2025 (the "Annual Meeting"), the stockholders of the Company approved the proposed amendment (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. The Amendment is described in detail under "Proposal Eight: 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," commencing on page 45 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 22, 2025 in connection with the Annual Meeting. The Amendment will become effective upon its filing with the Secretary of State of the State of Nevada. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment to the Articles of Incorporation, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On September 30, 2025, the Company held the Annual Meeting. Of the 30,127,379 shares of common stock of the Company outstanding on the record date, 15,983,371 shares were present at the Annual Meeting in person or by proxy, representing approximately 53% 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: Proposal 1 – Election of Directors Name Votes For Votes Withheld Grigorios Siokas 13,799,035 2,184,336 Demetrios G. Demetriades 12,216,173 3,767,198 John J. Hoidas 12,220,515 3,762,856 Dr. Anastasios Aslidis 12,038,933 3,944,438 Suhel Bhutawala 12,037,608 3,945,763 Theodoros C. Karkantzos 12,035,428 3,947,943 2 Proposal 2 – Authorization of the Board of Directors to Amend the Company's Amended and Restated Articles of Incorporation to Effect a Reverse Stock Split of the Company's Outstanding Common Stock at their Discretion Votes For: 13,898,821 Votes Against: 2,084,235 Abstain: 315 Proposal 3 – Approval of the Issuance of Shares of Common Stock Issuable Upon Conversion of the Notes in Compliance with Nasdaq Listing Rule 5635(d) Votes For: 13,961,150 Votes Against: 2,022,033 Abstain: 188 Proposal 4 – The Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm Votes For: 14,040,370 Votes Against: 1,939,314 Abstain: 3,687 Proposal 5 – Approval of Company's 2025 Equity Omnibus Plan Votes For: 13,982,769 Votes Against: 1,951,983 Abstain: 48,619 Proposal 6 – Non-Binding Advisory on "Say on Pay" Vote Votes For: 13,867,716 Votes Against: 1,968,122 Abstain: 147,533 Proposal 7 – Non-Binding Advisory on the Frequency of the Future "Say on Pay" Votes One Year: 2,658,606 Two Years:
01 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment to the Articles of Incorporation of Cosmos Health, Inc., dated as of September 30, 2025. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) 4
SIGNATURES
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: September 30, 2025 By: /s/ Georgios Terzis Georgios Terzis Chief Financial Officer 5