UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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 Modification to Rights of Security Holders. |
The information set forth in Item 5.03 below in regard to the Amendment and the Reverse Stock Split (as defined and discussed in Item 5.03) is incorporated in this Item 3.03 by reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed in the Current Report on Form 8-K filed by Cosmos Health Inc. (the “Company”, “we” and “us”) with the Securities and Exchange Commission (the “Commission” or the “SEC”) on October 1, 2025, at the Company’s annual meeting of shareholders, a majority of voting shareholders approved, among other things, the grant of discretionary authority to our Board of Directors to effect a reverse stock split of all of the outstanding common stock of the Company, by filing an amendment to our Articles of Incorporation with the Secretary of State of Nevada.
On October 27, 2026, the Board of Directors approved a stock split ratio of 1-for-20 (the “Reverse Stock Split”) and maintained the Company’s authorized shares of common stock at 1,500,000,000 and its Preferred Stock at 300,000,000 shares, effective November 12, 2026. On November 9, 2026, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split (the “Amendment”), which is to become effective on November 12, 2026, at 4PM, Local Time.
The forgoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, filed herewith as Exhibit 3.1, and incorporated herein by reference in its entirety.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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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. | |||
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Date: November 10, 2026 | By: | /s/ George Terzis | |
George Terzis |
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Chief Financial Officer |
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