Cosmos Health Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 15, 2026

Registrant’s telephone number, including area code (312) 865-0026

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.

The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As described under Item 5.07 of this Current Report on Form 8-K, at the Company’s 2026 Annual Meeting of Stockholders held on July 15, 2026 (the “Annual Meeting”), the stockholders of the Company elected the following to serve as directors of the Company until the next Annual Meeting and until their successors are duly elected and qualified:

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 2026 Annual Meeting, the stockholders of the Company approved the proposed issuance and designation of one hundred thousand (100,000) shares of Series B Preferred Stock of the Company. The material terms of Series B Preferred Stock are described in detail under “Proposal 4: Approval of Designation and Issuance of Series B Preferred Stock,” commencing on page 32 of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 2, 2026, in connection with the Annual Meeting. The Company will file a certificate of designation with the Secretary of State of Nevada, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the shares of Series B Preferred Stock, the form of which is attached hereto as Exhibit A.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On July 15, 2026, the Company held its 2026 Annual Meeting. Of the 60,043,491 shares of common stock of the Company outstanding on the record date, 28,315,417 shares were present at the Annual Meeting in person or by proxy, representing approximately 47% 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

Proposal 2 – The Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

Proposal 3 – Approval of Company’s 2026 Equity Omnibus Plan

Proposal 4 – Approval of Designation and Issuance of the Company’s Series B Preferred Stock

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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.