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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Item 5.02 DEPARTURE OF CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Nasdaq adopted a new listing standard related to recovery of erroneously awarded compensation (Nasdaq Listing Rule 5608, the “Executive Compensation Clawback Rule”), which became effective on October 2, 2023, and pursuant to the Executive Compensation Clawback Rule, all Nasdaq listed companies have until December 1, 2023, to adopt a clawback policy.
On November 21, 2023, the Board of Directors (the “Board”) of Cosmos Health Inc. (the “Company”) adopted a Clawback Policy (the “Clawback Policy”), a copy of which is filed as Exhibit 10.1 to this Form 8-K. The Clawback Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the Federal securities laws. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, and Nasdaq Listing Rule 5608.
The Clawback Policy will be administered by the Board. It applies to the Company’s current and former executive officers and such other senior executives and employees who may be deemed subject to the policy by the Board. The amount to be recovered will be the excess of the Incentive Compensation (as defined) paid to the executive based on the erroneous data over the Incentive Compensation that would have been paid had it been based on the restated results.
The foregoing description of the Clawback Policy with Form of Acknowledgement is a summary only and is qualified in its entirety by reference to the full text of the Clawback Policy, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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 28, 2023 | By: | /s/ Georgios Terzis | |
Georgios Terzis |
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Chief Financial Officer |
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