COSM

EX-99.1

2 cosm_ex991.htm

PRESS RELEASE

cosm_ex991.htm

EXHIBIT 99.1

Cosmos Health Provides Update on United States Business; Q4 2026 U.S. Revenue Expected to Reach $15 Million, with Gross Profit of $10.5 Million; Active U.S. Subscriptions Up 42% from 6,287 to 8,940 in Just Five Days

· Q4 2026 U.S. revenue: approximately $15 million expected, based on the Company’s current growth trajectory

· Q4 2026 gross profit: approximately $10.5 million expected, at an approximately 70% gross margin

· Subscription revenue: approximately $11.5 million expected, from approximately $8.2 million in first orders and approximately $3.3 million in renewals

· Order volume: 14,624 online checkout orders tracked as of October 19, 2026, up 34% from the 10,881 announced on October 14, 2026

· Subscription growth: 8,940 active subscriptions as of October 19, 2026, up 42% from the 6,287 announced on October 14, 2026, with more than 40,000 expected by year-end

· Monthly subscription value: $1,325,338 at standard renewal pricing as of October 19, 2026, up 44% from $919,945 announced on October 14, 2026

CHICAGO, IL / ACCESS Newswire / October 19, 2026 / Cosmos Health Inc. (“Cosmos Health” or the “Company”) (NASDAQ: COSM), a diversified, vertically integrated global healthcare group, today announced that, based on its current growth trajectory, it expects U.S. revenue of approximately $15 million for the fourth quarter of 2026, with gross profit of approximately $10.5 million. Subscriptions are expected to generate more than three-quarters of fourth quarter U.S. revenue, and momentum toward this outlook continues to build: as of October 19, 2026, active U.S. subscriptions reached 8,940, up 42% from the 6,287 announced on October 14, 2026.

Fourth Quarter 2026 U.S. Outlook

Based on its current growth trajectory, Cosmos Health expects its U.S. revenue for the fourth quarter ending December 31, 2026 to reach approximately $15 million, with gross profit of approximately $10.5 million. The outlook reflects the Company’s U.S. online direct-to-consumer business and is supported by a significantly expanded marketing budget for the fourth quarter.

Revenue is expected to accelerate through the quarter, with December expected to be the strongest month. New subscriptions and renewals are expected to build on each other month after month.

Revenue Analysis

Expected Q4 2026 U.S. results

Amount

First orders from new subscribers

~$8.2 million

Renewals of subscriptions started during the quarter

~$3.3 million

Total subscription revenue

~$11.5 million

One-time purchases

~$3.5 million

Total U.S. revenue

~$15.0 million

Subscriptions are expected to generate approximately $11.5 million, or more than three-quarters, of fourth quarter U.S. revenue. This includes approximately $8.2 million from first orders placed by new subscribers and approximately $3.3 million from renewals of subscriptions started during the quarter. One-time purchases are expected to contribute the remaining approximately $3.5 million.

Renewals are expected to grow each month as successive cohorts of subscribers renew, steadily increasing the recurring portion of U.S. revenue.

2

Gross Profit

At an expected gross margin of approximately 70%, the Company expects fourth quarter U.S. gross profit of approximately $10.5 million. The Company believes this margin profile reflects the efficiency of its direct-to-consumer model.

Key Growth Drivers and Expected Growth

The Company’s outlook is supported by several drivers: increased marketing investment in its U.S. direct-to-consumer platform, expanded digital customer acquisition, rising brand awareness, a broadening product offering, growing repeat purchases, and strong subscription adoption at checkout. Each new subscription adds to a recurring base, as subscribers renew month after month and average approximately 2.4 product units per subscription.

These drivers are already visible in recent results, and momentum is building further. As of October 19, 2026, the Company’s platform had tracked 14,624 U.S. online checkout orders, up 34% from the 10,881 announced on October 14, 2026, and the Company had 8,940 active U.S. subscriptions, up 42% from 6,287, with monthly subscription value at standard renewal pricing of $1,325,338, up 44% from $919,945 over the same five days. Overall, since the inception of the Company’s subscription platform, 65.2% of U.S. online checkout orders have included a subscription, up from 60.5% previously reported, rising to more than 85% of daily orders in recent days.

As a result, the Company expects U.S. daily sales to more than triple during the quarter, from $60,000 at its start to more than $200,000 by year-end, and expects active U.S. subscriptions to exceed 40,000 by year-end, more than four times current levels.

CEO Commentary

Greg Siokas, CEO of Cosmos Health, stated: “Our U.S. business has strong momentum entering the fourth quarter, and it is building further. In the five days sinc

EX-99.1

2 cosm_ex991.htm

PRESS RELEASE

cosm_ex991.htm

EXHIBIT 99.1

Cosmos Health Reports Record Preliminary Nine-Month Revenue of $54.3 Million, Up 19% Year Over Year; Delivers Record Q3 Revenue of $17.4 Million and Reaffirms 2026 Revenue Outlook of Over $90 Million

●

Record nine-month revenue of approximately $54.3 million — up 19%, or $8.7 million, from $45.6 million in the same period of 2025

●

Nine-month 2026 revenue nearly matches the whole of 2024 — when full-year revenue was $54.4 million — and represents 83% of record full-year 2025 revenue of $65.3 million

●

Record third-quarter revenue of approximately $17.4 million — exceeding the previous Q3 record of $17.1 million set in 2025, and up 40% on Q3 2024

●

Every quarter of 2026 has set a record for its period — Q1, Q2 and Q3 each exceeded the highest revenue previously reported for that quarter

●

Growth across all core segments — contract manufacturing, pharmaceutical distribution and proprietary brands, with accelerating sales momentum in the United States

●

2026 revenue outlook reaffirmed — the Company continues to expect full-year revenue to surpass $90 million, with the fourth quarter expected to be the strongest in its history

1

CHICAGO, IL / ACCESS Newswire / October 7, 2026 / Cosmos Health Inc. (“Cosmos Health” or the “Company”) (NASDAQ: COSM), a diversified, vertically integrated global healthcare group, today announced preliminary revenue of approximately $54.3 million for the nine months ended September 30, 2026 — a Company record and an increase of 19%, or $8.7 million, over the $45.6 million reported for the same period of 2025. Preliminary revenue for the third quarter was approximately $17.4 million, the highest third quarter in the Company’s history. The Company also reaffirmed its expectation that full-year 2026 revenue will surpass $90 million.

Nine Months That Nearly Equal a Full Year

In nine months, Cosmos Health has generated approximately the same revenue it reported for the whole of 2024, when full-year revenue was $54.4 million, and 83% of the record $65.3 million reported for the whole of 2025. Measured against the first nine months of 2024, revenue is up 35%.

Record Revenue in Every Quarter of 2026

First, second and third-quarter revenue each exceeded the highest revenue the Company had previously reported for that quarter. The third quarter was achieved against the most demanding comparison of the three.

Third-quarter revenue of approximately $17.4 million compares with $17.1 million in the third quarter of 2025 — which was, at the time, the highest quarterly revenue the Company had ever reported, and itself represented growth of 38%. Against that record base, third-quarter revenue increased again. Measured over two years, third-quarter revenue is up 40% from $12.4 million in the third quarter of 2024.

2

REVENUE

2024

2025

2026 (PRELIM.)

VS. 2025

VS. 2024

Third quarter

$12.4M

$17.1M

~$17.4M

+2%

+40%

Nine months to September 30

$40.2M

$45.6M

~$54.3M

+19%

+35%

Full year

$54.4M

$65.3M

Over $90M (outlook)

+38%

+65%

2026 third-quarter and nine-month figures are preliminary and unaudited. Full-year 2026 reflects the Company’s outlook, not results. Percentages are calculated on rounded figures.

Growth Across the Company’s Core Segments

The increase reflects growth across each of the Company’s core segments. Contract manufacturing at Cana Laboratories reached a record production pipeline of more than 32.7 million units, and pharmaceutical distribution at CosmoFarm delivered record volumes across a network of more than 1,500 pharmacies that continues to expand. The Company’s proprietary brands — among others, Sky Premium Life, C-Scrub and C-Sept — grew in their established markets and entered new territories and channels globally, while sales momentum in the United States continued to build.

2026 Outlook Reaffirmed: Over $90 Million in Revenue

Cosmos Health reaffirms its previously announced expectation that revenue for full-year 2026 will surpass $90 million, which would represent growth of approximately 38% over 2025. The Company currently expects the fourth quarter of 2026 to be the strongest quarter in its history, supported by contract manufacturing orders, seasonal strength in distribution and accelerating sales in the United States.

Greg Siokas, CEO of Cosmos Health, stated: “In nine months we have delivered approximately what took us a full year in 2024. Revenue of approximately $54.3 million is 19% ahead of last year, and it comes after a record first quarter, a record second quarter and now a record third quarter — the third achieved against the most demanding comparison in the Company’s history.

“That growth is coming from every part of the business. Our contract manufacturing pipeline is at a record level, our distribution volumes are the highest we have recorded, and our proprietary brands are growing in their established markets while reaching new ones.

“The infrastr

EX-99.1

2 cosm_ex991.htm

PRESS RELEASE

cosm_ex991.htm

EXHIBIT 99.1

Cosmos Health Reports Q1 2026 Results: Revenue Up 31% to $17.9M, New Q1 Record; Total Liabilities Reduced by $4.5M; Stockholders' Equity Up 7.6%; Cash of $2.2M; Record Momentum Continues into Q2 with U.S. Expansion Underway

· Record Q1 revenue of $17.9M, up 31% from $13.71 million in Q1 2025, reflecting strength across all core segments

· Total liabilities decreased by $4.5M, or 9.6%, driven by a substantial reduction in convertible note and credit facility balances

· Stockholders' equity increased by $1.4M, or 7.6%, with the liabilities-to-assets ratio improving by 370 basis points

· Adjusted EBITDA near breakeven as increased revenue was offset by strategic investments to support global growth

· Record momentum continues into Q2 2026 with U.S. expansion actively underway

CHICAGO, IL / ACCESS Newswire / May 21, 2026 / Cosmos Health Inc. (“Cosmos Health” or the “Company”)(NASDAQ:COSM), a diversified, vertically integrated global healthcare group, today reported financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights

Income Statement

Cosmos Health delivered the highest Q1 revenue in Company history with continued progress toward adjusted profitability, reflecting broad-based commercial strength — over 75 new pharmacies added at CosmoFarm, growing Sky Premium Life order activity across multiple markets, and expanded contract manufacturing agreements at Cana Laboratories.

·

Revenue was $17.93 million, an increase of 30.7% from $13.71 million in Q1 2025, reflecting strong sales momentum across all core divisions.

○

Adjusted revenue was $18.40 million, up 34.2% year-over-year, reflecting a $470,601 sales discount reversal.

·

Gross profit was $1.38 million in Q1 2026, compared to $2.05 million in Q1 2025, reflecting a revenue mix shift toward wholesale distribution activity at CosmoFarm, compounded by the aforementioned sales discount adjustment.

○

Adjusted gross profit was $1.85 million, reflecting the sales discount reversal applied to revenue.

·

Total operating expenses increased to $3.57 million in Q1 2026, compared to $2.88 million in Q1 2025, reflecting strategic investments in personnel, infrastructure, technology, and AI-driven efficiencies to support global growth initiatives.

1

·

Net income (loss) was ($2.81 million) in Q1 2026, compared to ($0.82 million) in Q1 2025. The increase is driven principally by $1.15 million of non-cash, non-operational items:

○

$390,350 in non-cash interest on convertible facilities

○

$442,439 in digital asset mark-to-market losses

○

$313,157 in foreign currency translation losses

·

Adjusted EBITDA was ($229,596) in Q1 2026, near breakeven, as increased revenue was offset by higher expenses reflecting the Company's ongoing investments in global growth initiatives.

·

Adjusted Net Income (Loss) was ($996,502), driven by $766,906 in interest expense incurred in support of the Company's growth investments.

Balance Sheet

Cosmos Health continued to improve its balance sheet in Q1 2026, with active debt reduction and working capital optimization driving an improvement in the liabilities-to-assets ratio to 68.2% from 71.9% at year-end 2025.

·

Total assets were $62.37 million as of March 31, 2026, compared to $65.48 million at December 31, 2025, reflecting a diversified asset base with solid liquidity, a strong inventory position, and a significant real estate and intellectual property portfolio.

○

Liquid assets totaled $4.3 million, comprising cash and cash equivalents of $2.2 million as well as digital assets and marketable securities of $2.1 million.

·

Total liabilities decreased by $4.51 million, or 9.6%, to $42.54 million as of March 31, 2026, from $47.05 million at December 31, 2025, driven by a substantial reduction in convertible note and credit facility balances.

·

Total stockholders' equity increased by $1.40 million, or 7.6%, to $19.83 million as of March 31, 2026, up from $18.42 million at December 31, 2025.

Management Commentary

Greg Siokas, CEO of Cosmos Health, stated: “Q1 2026 was a record Q1 for Cosmos Health, with revenue of $17.93 million, up 31% year-over-year and 34% on an adjusted basis, reflecting broad-based commercial momentum across every major division — record distribution volumes at CosmoFarm, continued global expansion of Sky Premium Life, and new contract manufacturing agreements at Cana Laboratories.

This momentum is continuing into Q2 2026, and we are focused on sustaining it well beyond this year. We believe Cosmos Health is entering a new phase of growth, driven by strategic investments across our organization — in personnel, facilities, infrastructure, technology, and AI-driven efficiencies — to support our global expansion plans, strengthen our R&D pipeline, and build the foundation for long-term sustainable value creation. A key pillar of this growth is our entry into the lucrative U.S. nu

EX-99.1

2 cosm_ex991.htm

PRESS RELEASE

cosm_ex991.htm

EXHIBIT 99.1

Cosmos Health Reports Full Year 2025 Results: Revenue Hits All-Time Record of $65.3M, Up 20%; Gross Profit Surges 83% to $7.9M; Gross Margin Expands 418 Basis Points; Adjusted EPS Improves 82%; Cash Position Up 10x to $3.5M; Record Growth Continues Into 2026 Across All Core Segments

· Scaled contract manufacturing division, securing long-term agreements for over 12 million units

· Expanded Sky Premium Life portfolio by 60 SKUs and accelerated global expansion, securing purchase orders for over 300,000 units across new markets

· Advanced R&D pipeline, securing patented anticancer drugs, multiple AI-driven patent filings, and CCX0722 weight management product entering final development

· Secured $300 million financing facility to launch digital asset treasury strategy

· CEO Greg Siokas increased ownership by over 3.3 million shares, reinforcing deep insider conviction

· Strong momentum continues into 2026 with record growth across all core segments and continued U.S. expansion underway

CHICAGO, IL / ACCESS Newswire / April 15, 2026 / Cosmos Health Inc. (“Cosmos Health” or the “Company”)(NASDAQ:COSM), a diversified, vertically integrated global healthcare group, today reported financial results for the full year ended December 31, 2025, delivering the strongest annual revenue performance in the Company’s history.

Full Year 2025 Financial Highlights

Performance was marked by all-time high revenue, significant gross profit expansion, and margin improvement, driven by strong performance across core business segments, including scaling the contract manufacturing division at Cana Laboratories, increased volumes in the CosmoFarm wholesale distribution business supported by an expanded pharmacy network, solid sales growth through Decahedron in the United Kingdom, and the global expansion of proprietary brands, including Sky Premium Life and C-Scrub.

Key Metric

FY 2025

FY 2024

Change

(in $)

Revenue

65,271,815

54,426,402

+20 %

Gross Profit

7,895,575

4,311,323

+83 %

Gross Margin

12.10 %

7.92 %

+418 basis points

Adjusted EBITDA

(3,361,385 )

(3,438,975 )

2% improvement

Adjusted Net Income (Loss) per Share

(0.12 )

(0.65 )

+82 %

Cash & Cash Equivalents

3,459,893

315,105

+998 %

Total Assets

65,477,518

54,311,892

+21 %

1

Income Statement

·

Revenue increased by 20% to $65.27 million in FY 2025, compared to $54.43 million in FY 2024, representing the highest annual revenue in Company history and reflecting strong performance across all core divisions.

·

Gross profit increased by 83% to $7.90 million, compared to $4.31 million in FY 2024, driven by improved product mix, increased contribution from higher-margin divisions, and operational efficiencies.

·

Gross margin expanded to 12.10%, compared to 7.92% in FY 2024, representing a 418-basis point improvement.

·

Total operating expenses increased to $24.60 million, compared to $19.86 million in FY 2024, reflecting strategic investments in talent and new hires, including managerial, sales, and scientific personnel, corporate growth initiatives supporting global expansion, as well as extensive provisions for doubtful accounts.

○ Excluding provisions for doubtful accounts and other non-cash items, operating expenses remained broadly in line with the prior year.

·

Total other income (expense), net, was ($2.44 million) in FY 2025, compared to ($0.64 million) in FY 2024, largely reflecting non-cash items, including mark-to-market losses on digital assets, non-cash interest expense, and changes in the fair value of convertible notes.

·

Net income (loss) was ($19.14 million), compared to ($16.18 million) in FY 2024.

·

Adjusted EBITDA improved to ($3.36 million), compared to ($3.44 million) in FY 2024, driven by stronger gross profitability and adjustments for non-cash and non-recurring items.

·

Adjusted net income (loss) was ($5.98 million), compared to ($4.45 million) in FY 2024, primarily reflecting higher costs associated with business expansion and growth initiatives.

·

Net income (loss) per share improved significantly, with reported net loss per share of ($0.63) compared to ($1.17) in 2024, while adjusted net income (loss) per share improved to ($0.12) from ($0.65) in the prior year.

Balance Sheet

Cosmos Health maintained a robust financial foundation, expanding its asset base and enhancing liquidity. The Company ended the year with a solid cash position to support growth initiatives.

· Total assets increased to $65.48 million, compared to $54.31 million as of December 31, 2024, reflecting growth across core business segments and expanded operational scale, supported by the following key components:

○ Property and equipment, net, totaled $10.58 million, largely reflecting the Company’s wholly owned real estate assets, including CosmoFarm’s logistics center and Cana Laboratories’ manufacturing facilities.

○ Cash and cash equivalents totaled $3.46 mi

cosm_8k.htm0001474167false00014741672025-11-172025-11-17iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) November 17, 2025

Cosmos Health Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5 AGIOU GEORGIOU, Pilea, Thessaloniki, Greece

55438

(Address of principal executive offices)

(Zip Code)

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, $.001 par value

COSM

The Nasdaq Stock Market LLC

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 17, 2025, Cosmos Health Inc., a Nevada corporation (the “Company”), issued a press release announcing its financial results for the quarter and nine months ended September 30, 2025. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this Item 2.02.

ITEM 7.01 REGULATION FD DISCLOSURE.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

In accordance with General Instruction B.2 to Form 8-K, the information set forth in the Items 2.02 and 7.01 and in Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

By furnishing this Current Report on Form 8-K, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including the statements made in Items 2.02 and 7.01 above and in Exhibit 99.1 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by Cosmos Health Inc., dated November 17, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: November 17, 2025 By: /s/ Georgios Terzis

Georgios Terzis

Chief Financial Officer

3

cosm_8k.htm0001474167false00014741672023-11-212023-11-21iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) November 21, 2023

COSMOS HEALTH INC.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5 Agiou Georgiou Str, Pilea, Thessaloniki, Greece

55438

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (312) 536-3102

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, $.001 par value

COSM

Nasdaq Capital Market

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

A copy of the press release dated November 21, 2023 of Cosmos Health Inc. titled “Cosmos Health Reports Third Quarter 2023 Financial Results” is filed as Exhibit 99.1 to this Report on Form 8-K. The release contains additional non-public information to that contained in the Company’s current report on Form 10-Q filed with the SEC on November 20, 2023.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Number

99.1 Press Release dated November 21, 2023, titled “Cosmos Health Reports Third Quarter 2023 Financial Results”.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: November 22, 2023 By: /s/ Georgios Terzis

Georgios Terzis

Chief Financial Officer

3

cosm_8k.htm0001474167false00014741672023-08-152023-08-15iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) August 15, 2023

Cosmos Health Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, $.001 par value

COSM

Nasdaq Capital Market

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

A copy of the Company’s Press Release dated August 15, 2023 titled: “Cosmos Health Reports Q2 2023 Financial Results; Adjusted Net Income Increases by 3550% to Surpass $3 Million for H1 2023 vs $(0.09) Million H1 2022; Book Value per Share Exceeds $4.04” is filed as Exhibit 99.1 to this Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1

Press Release dated August 15, 2023 titled “Cosmos Health Reports Q2 2023 Financial Results; Adjusted Net Income Increases by 3550% to Surpass $3 Million for H1 2023 vs $(0.09) Million H1 2022; Book Value per Share Exceeds $4.04.”

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

2

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: August 15, 2023 By: /s/ Georgios Terzis

Georgios Terzis

Chief Financial Officer

3

cosm_8k.htm0001474167false00014741672023-04-132023-04-13iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) April 13, 2023

Cosmos Health Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, $.001 par value

COSM

Nasdaq Capital Market

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

A copy of the Company’s press release dated April 13, 2023 titled: “Cosmos Health Ends 2022 with Transformed Balance Sheet and Achieves Positive Adjusted EBITDA for the Fiscal Year 2022” is filed as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Number

99.1 Press Release dated April 13, 2023 titled: “Cosmos Health Ends 2022 with Transformed Balance Sheet and Achieves Positive Adjusted EBITDA for the Fiscal Year 2022.”

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

2

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: April 18, 2023 By: /s/ Georgios Terzis

Georgios Terzis

Chief Financial Officer

3

cosm_8k.htm0001474167false00014741672022-11-102022-11-10iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) November 10, 2022

Cosmos Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, $.001 par value

COSM

Nasdaq Capital Market

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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 2.02 Results of Operations and Financial Condition

A copy of the press release dated November 15, 2022 of Cosmos Holdings, Inc. (d/b/a Cosmos Health, Inc.) titled “Cosmos Health Reports Third Quarter 2022 Financial Results” is filed as Exhibit 99.1 to this Report on Form 8-K. The release contains additional non-public information to that contained in the Company’s current report on Form 10-Q filed with the SEC on November 14, 2022.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 10, 2022, Cosmos Holdings Inc. (the “Company”) received a non-compliance letter from the Nasdaq Stock Market for its failure to maintain a minimum closing bid price of $0.10 per share for ten (10) consecutive business days in accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii). Pursuant to a prior non-compliance letter from Nasdaq dated July 26, 2022, the Company had until January 23, 2023 to regain compliance by the closing bid price of the Company’s common stock being at least $1.00 per share for ten (10) consecutive trading days. The Staff has determined to suspend trading of the Company’s securities on November 21, 2022 and delist the Company’s securities. However, the Company has requested an appeal of the delisting determination by requesting a hearing to stay the automatic suspension of the Company’s securities on November 21, 2022 and the filing of a Form 25-NSE with the SEC to remove the Company’s securities from listing and registration on the Nasdaq Stock Market.

Although there is no assurance, we expect that the shareholder proposal at our scheduled December 2, 2022 Annual Shareholders Meeting, for which we have obtained a quorum, to provide the Board of Directors with the discretion to effect a reverse stock split, will enable us to regain compliance with Nasdaq’s minimum bid-price requirement for continued listing on the Nasdaq Capital Market.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Item

Description

99.1

Press Release dated November 15, 2022, titled “Cosmos Health Reports Third Quarter 2022 Financial Results”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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 HOLDINGS INC.

Date: November 16, 2022 By: /s/ George Terzis

George Terzis

Chief Financial Officer

3

cosm_8k.htm0001474167false00014741672022-08-222022-08-22iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) August 22, 2022

Cosmos Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, $.001 par value

COSM

Nasdaq Capital Market

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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 2.02 Results of Operations and Financial Condition

A copy of the press release dated August 22, 2022 of Cosmos Holdings, Inc. (d/b/a Cosmos Health, Inc.) titled “Cosmos Health Reports 202.42% Increase in Adjusted EBITDA and Positive Operating Income for the First Half of 2022” is filed as Exhibit 99.1 to this Report on Form 8-K. The release contains additional non-public information to that contained in the Company’s current report on Form 10-Q filed with the SEC on August 19, 2022

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Item

Description

99.1

Press Release dated August 22, 2022, titled “Cosmos Health Reports 202.42% Increase in Adjusted EBITDA and Positive Operating Income for the First Half of 2022”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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 HOLDINGS INC.

Date: August 23, 2022 By: /s/ George Terzis

George Terzis

Chief Financial Officer

3

cosm_8k.htm0001474167false00014741672022-05-182022-05-18iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) May 18, 2022

Cosmos Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Common Stock, $.001 par value

COSM

Nasdaq Capital Market

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:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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 2.02 Results of Operations and Financial Calculation

On May 18, 2022, Cosmos Holdings Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2022. A copy of the press release titled “Cosmos Holdings Reports 12.5% Increase in Revenue, 88.9% Increase in Gross Profit and Achieves Profitability for the First Quarter of 2022” is filed as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Press Release dated May 18, 2022 titled “Cosmos Holdings Reports 12.5% Increase in Revenue, 88.9% Increase in Gross Profit and Achieves Profitability for the First Quarter of 2022”

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

2

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 HOLDINGS INC.

Date: May 18, 2022 By: /s/ George Terzis

George Terzis

Chief Financial Officer

3

8-K 1 cosm_8k.htm

FORM 8-K

cosm_8k.htm

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) May 18, 2021

Cosmos Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

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

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

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.  ☐

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 2.02  Result of Operations and Financial Condition

On May 18, 2021, Cosmos Holdings, Inc. (the “Company”) issued a press release announcing financial results for the first quarter of 2021. A copy of the press release titled “Cosmos Holdings Provides First Quarter 2021 Business Update; Reports 89% Year-Over-Year and 60% Sequential Increase in Nutraceutical Business” is attached hereto as 99.1 and is incorporated herein by reference. This information is intended to be furnished under this Item 2.02 of Form 8-K and shall not be deemed “Filed” for purposes of Section 18 of the Securities Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1

Press Release dated May 18, 2021

2

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 HOLDINGS INC.

Date: May 18, 2021  By: /s/ Grigorios Siokas

Grigorios Siokas

Chief Executive Officer

3

8-K 1 cosm_8k.htm

FORM 8-K

cosm_8k.htm

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) November 17, 2020

Cosmos Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

141 West Jackson Blvd, Suite 4236, Chicago, Illinois

60604

(Address of principal executive offices)

(Zip Code)

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

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

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. ☐

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:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 2.02 Result of Operations and Financial Condition

On November 17, 2020 Cosmos Holdings, Inc. (the “Company”) issued a press release announcing financial results for the third quarter of 2020. A copy of the press release titled “Cosmos Holdings, Inc. Reports Record Third Quarter and Nine-Month Financial Results” is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information is intended to be furnished under this Item 2.02 of Form 8-K and shall not be deemed “Filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended, (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1

Press Release dated November 17, 2020

2

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 HOLDINGS INC.

Date: November 17, 2020 By: /s/ Grigorios Siokas

Grigorios Siokas

Chief Executive Officer

3