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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from __________ to __________

Commission file number: 000-54436

COSMOS HEALTH INC.
(Exact name of registrant as specified in its charter)

Nevada |  | 27-0611758
(State or other jurisdiction of Company or organization) |  | (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: (312) 536-3102

Securities registered under Section 12(b) of the Exchange Act:

Title of each class |  | Name of each exchange on which registered
Common Stock, par value $0.001 |  | The Nasdaq Capital Market

Securities registered under Section 12(g) of the Exchange Act:

Title of each class |  | Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated Filer | ☒ | Smaller reporting company | ☒
(Do not check if a smaller reporting company) | Emerging growth company | ☐

If an emerging growth company, indicate by checkmark 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by its registered public accounting firm that provided or issued its audit report. ☐

Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to $0.42, the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter 9,526,306 as of June 30, 2025.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 50,824,657 as of April 14, 2026.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

PART I |  |  |  |
Item 1. | Business |  | 4 |
Item 1A. | Risk Factors |  | 18 |
Item 1B. | Unresolved Staff Comments |  | 22 |
Item 1C. | Cybersecurity |  | 22 |
Item 2. | Properties |  | 23 |
Item 3. | Legal Proceedings |  | 23 |
Item 4. | Mine Safety Disclosures |  | 23 |
PART II |  |  |  |
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 24 |
Item 6. | Reserved |  | 27 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 28 |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |  | 46 |
Item 8. | Financial Statements and Supplementary Data |  | F-1 |
Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |  | 47 |
Item 9A. | Controls and Procedures |  | 47 |
Item 9B. | Other Information |  | 48 |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |  | 48 |
PART III |  |  |  |
Item 10. | Directors, Executive Officers and Corporate Governance |  | 49 |
Item 11. | Executive Compensation |  | 53 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 56 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |  | 58 |
Item 14. | Principal Accountant Fees and Services |  | 61 |
PART IV |  |  |  |
Item 15. | Exhibits and Financial Statements Schedules |  | 62 |
Item 16. | Form 10-K Summary |  | 73 |
SIGNATURES |  |  | 74 |

2
Table of Contents

FORWARD-LOOKING STATEMENTS

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

3
Table of Contents

PART I

Item 1. Business

The Company

Cosmos Health Inc. was incorporated in 2009 in Nevada and is a diversified, vertically integrated global healthcare group, owner of proprietary pharmaceutical and nutraceutical brands, generics, manufacturer and distributor of healthcare products, engaged in research & development of innovative medicines and repurposing drugs as well as operator of a telehealth platform.

As a global company we are harnessing our expertise and stepping up innovation to continue the momentum behind the discovery, delivery, and expanded development of modern pharmaceutical and nutraceutical products.

Our Markets

We operate in the healthcare sector and particularly in the Pharmaceutical and Nutraceutical businesses. We cover vertically several process phases within the abovementioned sectors, such as research & development, manufacturing, marketing, sales and distribution of products and services. More specifically, we operate in generic medicines, nutraceuticals, biocides, medical devices, novel oncology drugs, drug repurposing and telehealth services.

Generic medicines are the pharmaceutical and therapeutic equivalents of branded pharmaceutical products and are generally marketed under their generic (chemical) names rather than by brand names. Typically, a generic drug may not be marketed until the expiration of applicable patent(s) on the corresponding branded product, unless a resolution of patent litigation results in an earlier opportunity to enter the market. Generic drugs are the same as branded products in dosage form, safety, efficacy, route of administration, quality, performance characteristics and intended use, but they are sold generally at prices below those of the corresponding branded products. Generic drugs provide a cost-effective alternative for consumers, while maintaining the same high quality, efficacy, safety profile, purity and stability of the branded product.

The Company also conducts its business within the global nutraceuticals market with our own brand which we consider to be highly qualitative and competitive. Nutraceuticals are defined as products that contain at least one dietary ingredient within them and can be consumed orally. Some of the purposes of nutraceuticals are used for immune system defense, energy, stress, bones and joints.

According to a study published by Towards Healthcare, the global generic drugs market was valued at $424.98 billion in 2025 and is projected to reach $874.63 billion by 2033, representing a Compound Annual Growth Rate (CAGR) of 8.35% throughout the forecasted period. The rise in patent expiration, increasing demand for cost-effective and efficient medicines and less complex approval process for generics drive the market growth.

The global nutraceuticals market size was valued at USD 591.15 billion in 2024, grew to USD 636.31 billion in 2025, and is projected to reach approximately USD 1,234 billion by 2034, expanding at a CAGR of 7.64% between 2025 and 2034 (Towards Healthcare, Nutraceuticals Market Projected to Hit USD 1,234.34 Billion by 2034, Preventive Health Trends Propel Global Demand, GlobeNewswire, October 30, 2025). This growth reflects a sustained and growing consumer interest in products that promote wellness and help prevent illness. This shift toward preventive health is a key driver of increasing market demand.

According to the Towards Healthcare study, the global obesity & weight management market size is calculated at USD 163.13 billion in 2025 and is expected to be worth USD 362.1 billion by 2034, expanding at a CAGR of 8.3% from 2024 to 2034, driven by the increasing prevalence of obesity and its associated health risks, including diabetes, hypertension, and orthopedic conditions.

According to Future Market Insights, the global hospital disinfectant products and services market size is expected to reach $75.6 billion in value by 2033. This reflects a compound annual growth rate (CAGR) of 7.7% during the forecast period, with the EU and UK market playing a significant role.

The global oncology drugs market size was valued at USD 256.46 billion in 2025 and is projected to grow from USD 286.36 billion in 2026 to USD 697.59 billion by 2034, exhibiting a CAGR of 11.77% during the forecast period (Fortune Business Insights, Oncology Drugs Market Size, Share & Growth Forecast, 2025). This growth is primarily driven by the increasing prevalence of cancer globally, continuous advancements in targeted therapies and immunotherapies, and a strong pipeline of innovative drug launches.

The global drug repurposing market size is anticipated to reach USD 30.1 billion by 2028, up from USD 24.5 billion in 2021, reflecting a CAGR of 2.9% over the 2022-2028 period. Drug repurposing, often referred to as re-profiling, is the process of identifying new therapeutic applications for approved and marketed drugs that have already been through safety and efficacy testing and has emerged as a key strategy by the vast majority of pharmaceutical and biopharmaceutical companies to fuel significant business expansion. Notably, between 2007 and 2009, 30-40% of all biologics approved in the U.S. were either repurposed or repositioned drugs.

4
Table of Contents

Growth Strategy

Our main strategy initiative is focused on continuing our progress in becoming a global healthcare company through the development of a lean, efficient and vertically integrated operating model, as well as, to expand our portfolio of our own branded nutraceutical and pharmaceutical products, grow our customer base and achieve our growth stabilization in this new market and gain an adequate size in the global pharmaceutical market. We are committed to serving our customers while continuing to innovate and provide products that make a difference in the lives of individuals. We strive to maximize our shareholders’ value by adapting to market realities and customer needs. Our strategy involves the enhancement of our manufacturing capacities and building a multinational network or wholesalers, distributors, and pharmacies and simultaneously continuing to expand the portfolio of innovative products that we distribute to that network.

We are committed to driving organic growth at attractive margins by improving execution, optimizing cash flow and leveraging our strong market position, while maintaining a streamlined cost structure throughout each of our businesses. We continue to further align our organization to our customers’ needs in a more seamless and unified way, while supporting corporate strategy and accelerating growth.

In 2025, we continued to execute on the core elements of our “Growth Strategy”, which remains as follows:

| - | High Marking Segments: delivering on our growth areas and high-margin segments, we continued to show strong performance of our key proprietary brands such as Sky Premium Life® (“SPL”), Mediterranation® and C-Sept® / C-Scrub® with launches into new fast growing geographical regions.
| - | Generic Pharmaceuticals: focusing on our generic medicines’ capital with a view on a global commercial reach, focused portfolio and pipeline footprint, we continued to optimize our generics business and build a strong pipeline that will allow us to leverage our assets, know-how and sales network.
| - | Manufacturing of Pharmaceuticals: directing our manufacturing business by optimizing our production facilities and establishing a global footprint in the pharmaceutical fields of contract manufacturing organization (CMO) and contract development and manufacturing organization (CDMO).
| - | Global Networks, leveraging our extensive global network to access new markets and business segments, amplifying our reach and impact. We aim to expand and consort our sales distribution networks of our proprietary brands through strategic agreements in new regions and territories, such as the UAE and other GCC countries, Eastern Europe etc., while strengthening our market share in core markets.
| - | Corporate Reorganization: through vertical integration and efficiency, a corporate reorganization is underway to streamline costs and enhance asset and resource utilization through the integration of business units. A key component of this plan is to achieve operational efficiencies and economies of scale through organic growth and a cost optimization initiative aimed at significantly reducing recurring operating expenses and while maintaining the Company's growth outlook.
| - | Innovation: stepping up innovation through taken steps to deliver innovative products pipeline, by accelerating our R&D efforts on IP-driven products such as the CCX0722 obesity and weight management pill, CCDL24 an innovative treatment for gastrointestinal disorders, CNS, Prostate, Ovarian and Colorectal cancer treatments. Finally, our recently acquired AI-driven drug repurposing platform “Cloudscreen®”, aims to address major health challenges in various treatment areas.

We have made several strategic acquisitions of companies, products and technologies to complement our internal growth and expertise. These acquisitions have strengthened our core product technology infrastructure by providing additional manufacturing, marketing, and research and development capabilities, including the ability to manufacture our products, other product components and services.

5
Table of Contents

Product Portfolio

Our product portfolio includes generics and over-the-counter (“OTC”) pharmaceutical products, innovative medicines, as well as nutraceuticals and biocides. This structure enables strong alignment and integration between manufacturing, operations, commercial regions, research & development and our global marketing and portfolio function, optimizing our product lifecycle across therapeutic areas and physical wellbeing.

Generic Medicines:

Generic medicines are the chemical and therapeutic equivalents of originator medicines and are typically more affordable in comparison to the originator’s products. Generic medicines are required to meet similar governmental requirements as their brand-name equivalents, such as those relating to current Good Manufacturing Practices (“GMP”), manufacturing processes and health authorities’ inspections, and must receive regulatory approval prior to their sale in any given country. Generic medicines may be manufactured and marketed if relevant patents on their brand-name equivalents (and any additional government-mandated market exclusivity periods) have expired.

We develop, manufacture and sell generic medicines in a variety of dosage forms, including tablets, capsules, liquids, ointments and creams.

Our portfolio of generic medicines includes: 1) ASTO-CHOL (Pravastatin); 2) Diorium (Omeprazole); 3) HEART-FREE (Clopidogrel); 4) the LIPICHOL (Atorvastatin); 5) Miltus (Donepezil); 6) Newzypra (Olanzapine); 7) the PNEUMO-KAST (Montelukast); 8) Sahar (Pioglitazone); 9) VIVALCID (Leucovorin); and 10) the Diabit-is (Sitagliptin). The table below presents all the generics, the medication uses purpose and the active ingredient of each product:

Drug |  | Purpose |  | Active Ingredient
ASTO-CHOL 40mg / ASTO-CHOL 20mg |  | Cholesterol |  | Pravastatin
Diorium 20mg |  | Stomach issues |  | Omeprazole
HEART-FREE 75mg |  | Heart-related issues |  | Clopidogrel
LIPICHOL 20mg / LIPICHOL 40mg |  | Cholesterol, Heart-related issues |  | Atorvastatin
Miltus 5mg / Miltus 10mg |  | Alzheimer's disease |  | Donepezil
Newzypra 5mg / Newzypra 20mg |  | Mood disorders, Psychosis |  | Olanzapine
PNEUMO-KAST 5mg / PNEUMO-KAST 4mg / PNEUMO-KAST 10mg |  | Asthma |  | Montelukast
Sahar 45mg / Sahar 30mg |  | Blood sugar |  | Pioglitazone
VIVALCID 25mg / VIVALCID 30mg |  | Cancer drug effects |  | Leucovorin
Diabit-is 50mg / Diabit-is 100mg |  | Type 2 diabetes |  | Sitagliptin

Nutraceuticals

Nutraceuticals is referring to a broad range of products derived from food sources that provide health benefits in addition to their basic nutritional value. While nutraceuticals are not classified as drugs, they are often used for their therapeutic effects in a manner similar to pharmaceuticals.

Our proprietary nutraceutical brands are Sky Premium Life® (“SPL”) and Mediterranation®. Our portfolio currently includes around 165 SKUs and more specifically product codes such as Vitamins and Minerals, Amino Acids, Botanical and other Herbal extracts used for health prevention and care needs.

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Our products are classified into two main categories, “Products per Benefit” and “Products per Nutrient” as follows:

Products per Benefit |  | Products per Nutrient
General Wellbeing |  | Vitamins & Multivitamins
Immunity – Immune System Health |  | Minerals
Cardiovascular Health |  | Amino-acids
Bones & Joints |  | Herbal Extracts
Men’s Health |  | Specialized Formulas
Women’s Health |  | Others
Beauty (Skin-Hair-Nails) |  |
Digestive Health – GI Health |  |
Brain Health – Memory & Focus |  |
Energy |  |
Sports & Fitness |  |
Mood, Stress & Sleep |  |
Detoxification – Liver Health |  |
Urinary System Health |  |

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Biocides

Our proprietary portfolio of branded biocides and antiseptic soaps comprises of our brands C-Sept® and C-Scrub®. The biocide C-Sept Pro 2% has a broad-spectrum antimicrobial formulation that combines 76% Isopropyl Alcohol and 2% chlorhexidine digluconate as active substances. On the other hand, our antiseptic soap, C-Scrub Wash 4% CHG, contains chlorhexidine digluconate as its active antiseptic substance, which is approved by the World Health Organization for human use. The broad antimicrobial spectrum of C-Scrub Wash 4% CHG encompasses Gram-positive and Gram-negative microbes, fungi, and viruses, and its efficacy has been demonstrated in numerous published clinical studies. C-Scrub Wash 4% CHG significantly reduces bacterial load on the skin with long lasting.

Other Pharmaceutical Products:

Our portfolio of other pharmaceutical products includes brands such as:

| - | Melatonin Spray®;
| - | Otikon™; and
| - | Bio-bebe®.

Melatonin Spray®, is recommended for addressing insomnia and jet lag, offering a peaceful sleep. It is manufactured using nanonemulsification technology and primarily contains melatonin, a lipophilic molecule. To increase the absorption of such molecules, nanoemulsification is one of the most effective methods. The absorption of the ingredient increases proportionally with the reduction of the micelle diameter. The diameter of a nanoemulsion micelle ranges between 50 and 300nm.

Otikon™ ear drops, is a class II medical device in the form of ear drops for spray application and contains natural ingredients used to relieve ear pain, remove excess ear wax (cerumen) and improve hearing. The efficacy and safety of Otikon™ ear drops, or naturopathic drops, has been studied in children with ear pain associated with otitis media. Among other ingredients, it contains olive oil, mullein olive oil extract (Verbascum Thapsus), marigold oil extract (Calendula officinalis), St. John’s wort oil extract (Hypericum perforatum) and lavender oil (Lavandula officinalis).

Bio-bebe® is an organic infant care and nutrition brand. All product lines are made exclusively of 100% organic, high-quality ingredients, and are produced with minimal environmental impact. The range includes a variety of baby foods such as organic powder milk, pear, carrot and banana purée, pasta with minced meat, whole grain rice cereals, whole grain cereal porridges and organic rice creams with vanilla milk. Additional brand extensions include baby cosmetics, liquid dish soaps and detergents.

In line with our growth strategy, we are constantly evaluating and optimizing our products portfolio, including through the sale of certain product rights in our operating or entering areas.

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Below is an analysis per category of our inventory as of December 31, 2025:

Product Categories |  | Balance as of December 31, 2025($) |  |  | Percentage of total Inventory |
Pharmaceuticals |  |  | 4,599,638 |  |  |  | 74.73 | %
Parapharmaceuticals |  |  | 1,133,686 |  |  |  | 18.42 | %
Manufacturing products |  |  | 4,254 |  |  |  | 0.07 | %
Raw materials |  |  | 235,785 |  |  |  | 3.83 | %
Dairy products |  |  | 38,359 |  |  |  | 0.62 | %
Veterinary medicine |  |  | 1,265 |  |  |  | 0.02 | %
Other |  |  | 142,003 |  |  |  | 2.31 | %
Less provisions |  |  | (376,848 | ) |  |  |  |
Total |  |  | 5,778,142 |  |  |  |  |

Business Offerings

Manufacturing

By being licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA), we are competent to produce our own pharmaceutical products as well as ramping up revenue generation from manufacturing for third parties. Our facilities can accommodate a wide range of pharmaceuticals products in the form of tablets, capsules, syrups, nasal sprays, creams, gels, ointments and a broad range of other products such as nutraceuticals, cosmetics, biocides, and medical devices.

Full Line Wholesaler

As a full line pharmaceutical wholesaler, we distribute a comprehensive range of pharmaceutical products, including prescription medications, (OTC) drugs, medical devices, food supplements, nutraceuticals, cosmetics and other healthcare products, to various businesses within the healthcare sector such as retail pharmacies, hospitals, private clinics and other wholesale pharmaceutical distributors.

We utilize the latest technology in pharmaceutical storage and retrieval systems to ensure the quality and accuracy of its distribution. Our facility utilizes robotic technologies such as ROWA™ and SSI SCHAEFER A-Frame to automate our processes in the inventory management, procurement, order execution and tracking. Therefore, we achieve a zero-error rate, faster order picking, automated order picking process, higher cost-efficiency. We stay in the forefront of quality assurance and accuracy by investing in the most innovative machinery and software available to pharmaceutical distributors.

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Telehealth services

We provide telehealth services through ZipDoctor, which is a direct-to-consumer subscription-based telemedicine platform that provides its customers affordable, unlimited, 24/7 access to board certified physicians and licensed mental and behavioural health counsellors and therapists. ZipDoctor’s online telemedicine platform is available to customers across the United States and offers English and Spanish coverage with virtual visits taking place either by telephone or through a secured video chat platform.

Drug Repurposing

Cloudscreen® (Cloudscreen) is a multimodal platform for drug repositioning and repurposing. It integrates both 1D and 3D data types into its AI algorithm, which thoroughly analyzes the druggable proteome and variome, offering accurate predictions for repurposing of existing drugs toward new indications. The platform is accompanied by in vitro validation for both toxicity and effectiveness.

Finding new therapeutic applications for previously researched drugs can offer patients quicker access to novel treatments. Such a strategy not only benefits developers by reducing time and costs but also retains the original IP protection. Especially for high-cost conditions like cancer, exploring anti-cancer potentials in a vast array of off-patent drugs, which have already established their safety profiles, is a powerful tactic preferred by most leading pharmaceutical enterprises.

We have built on promising preclinical discoveries, predictive insights, and simulations generated by Cosmos Health's AI-powered Cloudscreen® drug repurposing platform. Recent in vitro studies have validated the therapeutic potential of a repurposed marketed drug for both indications, with inventors establishing a novel mechanism of action unique to each of the following disease. For instance:

| - | Multiple sclerosis (MS) is a chronic autoimmune disorder that affects the central nervous system, leading to a broad spectrum of symptoms and potentially significant disability. The global prevalence of MS has shown a sustained upward trend over recent decades, with approximately 2.9 million people currently living with the condition worldwide, reflecting a significant increase from 2.3 million in 2013 (Kapica-Topczewska et al., Multiple Sclerosis: An Ethnically Diverse Disease with Worldwide Equity Challenges Accessing Care, MDPI Brain Sciences, December 2025).
| - | Gliomas are a diverse group of primary brain and spinal cord tumors originating from glial cells. In oncology, gliomas account for approximately 30% of all central nervous system tumors and about 80% of all malignant brain tumors.
| - | Hematologic malignancies encompass a diverse group of cancers affecting the blood, bone marrow, and lymphatic system, including leukemia, lymphoma, and multiple myeloma. These diseases account for a significant portion of cancer diagnoses worldwide, with varying incidence rates across different regions.

Our patent application for multiple sclerosis was filed under application number N2039644, while the application pertaining to glioma was submitted under number N2039647. Additionally, a third application, focusing on hematologic malignancies including multiple myeloma was filed under number N2039645. All three applications were officially filed on February 10, 2025.

These advancements build on promising preclinical discoveries, predictive insights, and simulations generated by Cosmos Health's AI-powered Cloudscreen drug repurposing platform. Recent in vitro studies have validated the therapeutic potential of a repurposed marketed drug for both indications, with inventors establishing a novel mechanism of action unique to each cancer type.

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Research & Development

Our R&D activities are focused on novel medicines development activities that are World Intellectual Property Organization (“WIPO”) patented. Specifically, they includes preclinical assessment (including toxicology, pharmacokinetics, pharmacodynamics and pharmacology studies), clinical development (including pharmacology and the design, execution and analysis of global safety and efficacy trials), as well as regulatory strategy to deliver registration of our pipeline products. We develop novel innovative medicines in our core therapeutic and disease focus areas, such as CNS cancer, prostate, ovarian and colorectal cancer, and finally obesity and weight management.

In line with our growth strategy and our focus on internal growth that leverages our R&D capabilities, we have entered, and expect to pursue, in-licensing, acquisition, collaboration, funding and other partnership opportunities to supplement and expand our existing pipeline.

Obesity & Weight Management (CCX0722)

By employing novel amino acid-based cross-linkers, a series of water-absorbent polymeric networks, known as superabsorbent hydrogels (SAHs), our obesity product, CCX0722, has emerged as promising candidates for weight management and obesity. Spatial fillers are hydrophilic biopolymer grids capable of absorbing and retaining large amounts of water or biological fluids. CCX0722 is expected to reduce food intake by increasing satiety and reducing appetite. The product is being optimized in terms of its physicochemical properties and its effects on gut microflora through a series of in vitro studies and simulations

We are currently finalizing the scale-up production phase of CCX0722, paving the way for human clinical trials and targeting a market launch in the third or fourth quarter of 2026. Building on the successful completion of pilot production and previous development milestones, the Company is now actively engaging with contract research organizations (CROs) to complete the technical dossier, and clinical trials are set to be completed between the end of 2025 and the beginning of 2026. This strategic progress marks a critical step in positioning CCX0722 for regulatory submission and potential classification as a class III medical device.

CNS Cancer

We have acquired all rights arising from the patent filed with the WIPO under reference code PCT/EP2023/071865, related to CNS cancer treatment. The patent filing describes the repurposing of an existing drug to act on the Mucosa-associated lymphoid tissue lymphoma translocation protein 1 (MALT1), a key target in various diseases. This innovation proposes the use of the repurposed drug in addressing certain central nervous system (CNS) cancers, hematological cancers, allergic inflammation, and autoimmune diseases. Existing preclinical data are promising for the further development of these findings.

Prostate, Ovarian and Colorectal Cancers

The Company has secured buy-out rights and exclusive licensing for two patented anticancer drugs targeting, among others, prostate, ovarian, and colorectal cancers.

Both of these innovative anticancer therapies, developed through cutting-edge oncology research, are protected by international patents and set to commence Clinical Phase I trials. The first therapy is safeguarded by WIPO patent WO 2017/001439A1 and the second by WIPO patent WO 2018/011414 A1, with a focus on major markets such as the USA, EU, Canada, Japan, China, and Australia.

The innovation on the first novel drug development task provides novel hybrid esters of steroidal lactams and alkylating agents (LSEs, steroids that contain lactam group -NHC=O- into steroid ring/s conjugated with alkylating agents). The compounds are esters of steroidal lactams with derivatives of bis(2-chloroethyl) aminophenoxypropanoic acid. These compounds exhibit: 1. higher antitumor activity, 2. lower acute toxicity in comparison with non-lactam steroid alkylating esters and conventional alkylators.

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Through the important cytotoxic anticancer activity against several human cancer cell lines and tumor systems in vitro and in vivo and their well-tolerated toxicity, these new molecules seems to hold a quite unique multi-targeting profile of biological and pharmacological effects on tumor cells, fairly different of the conventional and currently used anticancer drugs.

With regard to the status of the studies, they have been conducted for the lead molecules: in silico studies, in vitro and in vivo evaluation, in 38 human cancer cell lines and in 14 human cancer xenograft models, optimized drug synthesis, acute toxicity evaluation in mice, primary pharmacokinetic (PK) study in mice.

On the other hand, novel pharmacologically active 1,2,4-triazolo-[3,4-b]-1,3,4-thiadiazole derivatives (TADs) were prepared and tested in vitro and in vivo for multi-targeted anticancer activity. TADs demonstrated: (1) High cytostatic and cytotoxic activity against human cancer cell lines, in vitro. (2) High antitumor effects against human tumor xenografts in vivo. (3) Well tolerated systemic toxicity and relatively low acute toxicities, in vivo. (3) High effectiveness against cancer cells resistant to chemotherapeutics as, platinum complexes (cisplatin, carboplatin, oxaliplatin), doxorubicin, irinotecan, paclitaxel). (4) High activity against colon and pancreatic cancer cells that bear K-RAS and/or TP53 mutations. (5) High effectiveness against hormone refractory prostate cancer. (6) High effectiveness against hormone-therapy resistant breast cancer. (7) They induce strong inhibition of phosphorylation and activity of Topoisomerase IIa. (8) They induce strong inhibition of PI3K-AKT-mTOR signal transduction cellular pathway. (9) High activity against tumors that bear KRAS, BRAF, MEK1, PIK3CA mutations. (10) Very high effectiveness against cancer tumors that present defective mismatch repair system (dMMR) with high microsatellite instability (MSI-H). (11) They significantly enhance microsatellite instability in MSI-H cancer cells, as well as in MSI stable (MSS) cancer cells. (12) They trigger the expression of PDL-1 on cancer cells, inducing a dose dependent increment of 80-100% in 2-4 days after treatment. In silico computational and primary in vitro and in vivo studies confirm that TADs act as multi-targeted agents with a novel panel of pharmacological activity.

Studies have been conducted for the lead molecules: In Silico studies, in Vitro and in vivo evaluation (in 28 human cancer cell lines and in 10 human cancer xenograft models), Optimized drug synthesis, Acute toxicity evaluation in mice.

Product Insurance

We maintain insurance coverage for our warehouses and inventory against risks such as damage or theft. However, we do not insure products after the point of sale, as transactions are conducted under an Ex-Works (EXW) basis, whereby customers assume responsibility for transportation and any associated risks, including insurance coverage. Looking ahead, we will continue to reassess this approach and may consider obtaining product liability insurance to mitigate part or all of our exposure to product-related risks.

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Customers

Through our subsidiaries, we primarily sell pharmaceutical products directly to pharmacies and a limited number of large wholesale drug distributors who, in turn, supply-sell the products to other wholesalers, hospitals, pharmacies, and governmental agencies across the European Union member state. No customer accounted for 10% or more of our total consolidated revenues during the years ended December 31, 2025 and 2024.

We have a diverse customer base that includes wholesalers and retail healthcare providers. We make a significant amount of our sales to a relatively small number of pharmaceutical wholesalers. These customers represent an essential part of the distribution chain of our products. Pharmaceutical wholesalers have undergone, and are continuing to undergo, significant consolidation on a worldwide basis. This consolidation resulted in these groups gaining additional purchasing leverage and consequently increasing the product pricing pressures facing our business.

Geographic Markets

The majority of our revenues are generated from operations in the European Union and UK, with growing contributions from the UAE and North America, all earned outside of the U.S. during 2025 and with initial US operations commencing in 2026. All of our foreign operations are subject to risks inherent in conducting business abroad, including price and currency exchange controls, fluctuations in the relative values of currencies, political and economic instability and restrictive governmental actions. Our geographical market sales distribution of our total consolidated revenues during the years ended December 31, 2025 and 2024 are as follows:

|  | 2025 |  |  | 2024 |
Greece |  |  | 97.33 | % |  |  | 97.26 | %
UK |  |  | 1.65 | % |  |  | 1.56 | %
Croatia |  |  | 0.07 | % |  |  | 0.09 | %
Bulgaria |  |  | 0.05 | % |  |  | 0.12 | %
UAE |  |  | 0.39 | % |  |  | 0.63 | %
Albania |  |  | 0.17 | % |  |  | 0.00 | %
SKOPJE North Macedonia |  |  | 0.03 | % |  |  | 0.00 | %
Cyprus |  |  | 0.31 | % |  |  | 0.34 | %
Total |  |  | 100.00 | % |  |  | 100.00 | %

Competition

Our pharmaceutical businesses are conducted in intensely competitive and often highly regulated markets. Many of our trading of pharmaceutical products face competition in the form of branded or generic drugs that treat similar diseases or indications. The principal forms of competition include efficacy, safety, ease of use, and cost effectiveness. The means of competition vary across product categories and business groups, demonstrating that the value of our trading products is a critical factor for success in all of our principal businesses.

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Our competitors include other pharmaceutical companies, and smaller companies with generic drug and consumer healthcare products. We compete with other companies that manufacture and sell products that treat diseases or indications similar to those treated by our trading pharmaceutical products.

Our competitive position in pharmaceutical sector is affected by several factors including among others, the amount and effectiveness of our and our competitors’ promotional resources, customer acceptance, product quality, our and our competitors’ introduction of new products, ingredients, claims, dosage forms, or other forms of innovation, and pricing, regulatory and legislative matters (such as product labeling, patient access and prescription).

The branded pharmaceutical industry is highly competitive. Our products compete with products manufactured by many other companies in highly competitive markets throughout the EU territory and internationally as well. Competitors include many of the major brand name and generic manufacturers of pharmaceutical products. If competitors introduce new products, delivery systems or processes with therapeutic or cost advantages, our products can be subject to progressive price reductions or decreased volume of sales, or both.

In the generic pharmaceutical market, we might face intense competition from other generic drug manufacturers, brand name pharmaceutical companies, existing brand equivalents and manufacturers of therapeutically similar drugs.

By specializing in high barrier to entry products, we endeavor to market more profitable and longer-lived products relative to commodity generic products. We believe that our competitive advantages include our integrated team-based approach to product development that combines our formulation, regulatory, legal and commercial capabilities; our ability to introduce new generic equivalents for brand-name drugs; our ability to meet customer expectations; and the breadth of our existing generic product portfolio offering.

Newly introduced generic products with limited or no other generic competition typically garner higher prices. At the expiration of the exclusivity period, other generic distributors may enter the market, resulting in a significant price decline for the drug. Consequently, the maintenance of profitable operations in generic pharmaceuticals depends, in part, on our ability to select, develop and launch new generic products in a timely and cost-efficient manner and to maintain efficient, high quality business capabilities.

We compete in the nutritional industry with our own branded nutraceutical products against companies that sell through retail stores, as well as against other direct selling companies. We compete against manufacturers and retailers of nutraceutical products which are distributed through supermarkets, drug stores, health food stores, vitamin outlets and mass market retailers, among others. We believe that the principal components of competition in nutraceutical products are expertise and service, high product quality, diversification and differentiation, price and brand recognition.

Operating conditions have become more challenging under the mounting global pressures of competition, industry regulation and cost containment. We continue to take measures to evaluate, adapt and improve our organization and business practices to better meet customer and public needs. We also seek to continually enhance the organizational effectiveness of all of our functions, including efforts to accurately and ethically launch and promote our products.

Information Systems

Our wholesale operations are managed through a primary enterprise resource planning (“ERP”) system, which supports key functions including electronic order entry by customers, invoice processing, purchasing, and inventory tracking. Our Greek subsidiaries—SkyPharm S., Cosmofarm S.A., and Cana S.A.—operate on separate ERP systems. In addition, our UK subsidiary and our U.S. parent company each utilize their own distinct ERP platforms.

We are in the process of implementing a centralized platform that will consolidate data from all these systems to ensure accurate and efficient financial reporting across the group. We aim to finalize this implementation by the end of 2026. This system integration is intended to strengthen data accuracy, streamline consolidation processes, and support timely reporting in accordance with applicable regulatory requirements.

Additionally, we are improving our entity-wide infrastructure to enhance efficiency, capabilities, and speed to market. We continue to invest in advanced information systems and automated warehouse technology. For example, to comply with future pedigree and other supply chain custody requirements, we have made significant investments in secure supply chain information systems.

The Company processes a substantial portion of its purchase orders, invoices, and payments electronically and continues to invest in expanding its electronic interface with suppliers. The Company has also integrated warehouse operating systems to manage the majority of transactional volume. These systems have improved distribution productivity and operating leverage.

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Government Regulations

Government authorities in the EU and in other countries extensively regulate, among other things, the research, development, testing, approval, manufacturing, labeling, post-approval monitoring and reporting, packaging, advertising and promotion, storage, distribution, marketing and export and import of pharmaceutical products. As such, our branded pharmaceutical products and the generic product candidates are subject to extensive regulation both before and after approval. The process of obtaining regulatory approvals and the subsequent compliance with applicable state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with these regulations could result in, among other things, warning letters, civil penalties, delays in approving or refusal to approve a pharmaceutical product.

A major part of our business relates to the trading of branded and generic pharmaceutical products and medicines within the EU member states. In order to be able to operate our business, we need to comply with EU regulations, as well as EU member states regulations that govern various operations of our business. The Greek government regulation that applies to our business requires the granting to our operating subsidiaries of the Authorization for Wholesale Distribution of Medicinal Products for human use. In order for this Authorization to be granted, the companies need to always comply with certain Good Distribution Practices (“GDP”) that mainly assure the proper storage, handling, distribution and trade of the pharmaceutical products.

On July 22, 2015, the National Medicines Agency in Greece approved the license of wholesale sale of pharmaceutical products under the name SkyPharm SA with set validity at five years and an expiration date of July 22, 2020. Subsequently, on June 15, 2020, SkyPharm legally and timely submitted the application for renewal of the wholesale license of pharmaceutical products to the National Medicines Agency. The National Medicines Agency did not respond, therefore the Company asked for an immediate decision on the renewal. Two months after the filing of the no. 3459 / 15.01.2021 letter and almost nine months after the no. 627615.06.2020 company application for the renewal, the National Medicines Agency replied by rejecting the renewal request on March 9, 2021 (ref. 62769 / 20-25.02.2021). In addition, document No. 127351-16.12.2021 of EOF (Greek National Medicines Organization) to SkyPharm states that after an inspection of EOF at the premises of Doc Pharma, we did not have a wholesale license in violation of article 106 par. 1b and par. 1c of the ministerial decision D.YG3a / GP.32221 / 29-4-2019. The National Medicines Agency imposed a fine of €15,000 ($16,225) on SkyPharm for the above case, which was included in “General and administrative” expense on the accompany statement of operations and comprehensive loss for the 12-month period ended December 31, 2024.

Decahedron received its Wholesale Distribution Authorization for human use on February 5, 2021, from the UK Medicines and Healthcare Products Regulatory Agency (“MHRA”) in accordance with Regulation 18 of the Human Medicines Regulations 2012 (SI 2012/1916) and it is subject to the provisions of those Regulations and the Medicines Act 1971. This License will continue to remain in force from the date of issue by the Licensing Authority unless cancelled, suspended, revoked or varied as to the period of its validity or relinquished by the authorization holder.

Cosmofarm received its Wholesale Distribution Authorization for human use on February 15, 2019, issued by the National Organization for Medicines. The license is valid for a period of five years in accordance with EU Directive 2013/C343/01 and was renewed on February 14, 2024. Furthermore, Cosmofarm was granted a GDP (Good Distribution Practice) certificate on November 11, 2019.

Our subsidiary, Cana SA, is a holder of Good Manufacturing Practices license (GMP), which means that it is certified for fulfilling the minimum standards that a medicines manufacturer must meet in the production processes.

Our subsidiaries are ISO 9001 certified for a management system for the trade and distribution of pharmaceuticals. As part of the certification process by the International Organization for Standardization, we need to be compliant with the General Data Protection Regulation (“GDPR”) adopted by the European Union in May 2018. GDPR applies to the processing of personal data of persons in the EU by a controller or processor.

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Research and Development

The Company entered into a Research & Development agreement with Doc Pharma S.A. on May 17, 2021. Under this agreement, Doc Pharma is responsible for the research, development, design, registration, copy rights and licenses of 250 nutritional supplements for the final products called Sky Premium Life®. More specifically, Doc Pharma is responsible for the product development and the Company has added 165 of such products codes in its portfolio as of December 31, 2025. The licenses purchased by Doc Pharma SA are capitalized and included in “Goodwill and intangible assets, net” of the Company’s Consolidated Balance Sheets as of December 31, 2025. Thus, no relevant R&D expense had been charged to the Company’s Consolidated Statements of Operations and Comprehensive Loss, concerning this agreement.

On June 25, 2022, the Company signed a research and development (“R&D”) agreement with a third party (CloudPharm PC), through which the Company assigned to the third party the development of new products and services in the field of health, focusing on the human intestinal microbiome. The project includes two phases. Phase 1 has a 20-month duration and its cost amounts to EUR 758,000 ($838,450) and phase 2, has a 22-month duration and a cost of EUR 820,000 ($907,084). The amount will be due and payable upon completion of the corresponding phases. The Company records the corresponding R&D expense based on the project’s progress, which is invoiced by the third party in the relevant period. For the 12-month periods ended December 31, 2025 and 2024, the Company incurred $22,996 and $0 of such costs respectively included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI) powered platform. The acquisition is pursuant to a purchase agreement announced on October 11, 2023. Cloudscreen is a multimodal platform specialized in drug repurposing, a process that involves uncovering new target proteins or indications for existing drugs for use in treating different diseases. The total purchase price amounted to $637,080 incorporating both cash and stock consideration. The platform is included in “Goodwill and intangible assets, net” in the Company’s Consolidated Balance Sheets.

On December 3, 2024, the Company entered into a Research Study Agreement with the National Hellenic Research Foundation (“NHRF” or the “Contractor”) for an in vitro study supporting modifications to an existing invention. This study is conducted under a prior agreement between the Company, NHRF, and CloudPharm PC, originally signed on June 15, 2022. Under the agreement, while conducting the study, NHRF will ensure scientific rigor, provide periodic updates, and maintain confidentiality. Cosmos Health will supply the necessary documentation and support to the research. Ownership of the research protocol is shared among CloudPharm PC, NHRF and Cosmos Health, while NHRF retains control over its methodologies. NHRF is prohibited from publishing findings without Cosmos Health’s approval or using the study for any other purpose. The total contract value is €60,000 plus VAT, payable in three installments. For the 12-month period ended December 31, 2025, the Company incurred €45,000 ($50,052) in costs related to this agreement, which were recorded under “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

On December 6, 2024, the Company signed an Independent Contractor Agreement with a third-party contractor (the “Contractor”). The Contractor will provide oncology research and development services exclusively to the Company. The contract lasts three years (December 5, 2024 – December 5, 2027) and may be extended by mutual agreement. The Company may terminate the contract immediately for specific causes, including felony conviction, fraud, or loss of medical license. Either party may terminate the contract with a 30-day written notice. Certain compensation obligations will remain effective after termination. The monthly consideration to be paid to the Contractor is based on the commencement of the Clinical Trials (as defined in the agreement) and New Drugs Applications (as defined in the agreement) and additional cash and stock consideration is payable based on certain milestones. None of the milestones were met as of December 31, 2025, and thus the Company has incurred no expenses as of the end of the period.

On December 31, 2024, the Company signed an agreement with a related party, DocPharma SA (the “Licensor”), through which the Company obtained a royalty-bearing, exclusive worldwide license to actively commercialize the patents owned by the Licensor, through research and preclinical and clinical trials for the useful life of the patents, or for 20 years, whichever is longer. The patents, filed in 2016 and 2017 respectively, cover innovative treatments for cancer. The terms of the agreement include an initial payment of EUR 500,000 due by the end of 2025, followed by fixed annual payments of EUR 350,000 during the five-year Start-Up Term from 2025 to 2030. After the Start-Up Term, the Company will pay a 1.5% royalty on annual net sales of licensed products covered by an issued patent. Moreover, the Company retains an optional buy-out right for a total amount of EUR 7,500,000, which can be exercised with a 60 day-notice and a 60-day close period. The Company also has the right to sublicense the patents. For the 12-month period ended December 31, 2025, the Company incurred EUR 350,000 ($410,760) in royalties concerning this agreement, which were included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

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Distribution & Trade Agreements

On November 25, 2021, SkyPharm SA signed a trade agreement with a wholesaler which operates in the storage, distribution, trading and promotion of pharmaceutical products (“Distributor C”). Based on the agreement, Distributor C is appointed as the exclusive representative for the promotion and distribution of our proprietary nutraceutical products Sky Premium Life® in Greece.

During July 2021, the Company’s subsidiary Decahedron Ltd created a distribution page on Amazon UK, through which it sells, advertises and promotes our own proprietary branded nutraceutical product line Sky Premium Life®, directly to final consumers.

On September 22, 2022, the Company entered into a distribution agreement with a third party in order to become the distributor of Monkeypox Virus Real-Time PCR Detection Kits. Cosmos has exclusive distribution rights for Greece and Cyprus, with the opportunity to distribute the test kits across Europe on a non-exclusive basis.

On June 27, 2024, the Company entered into an exclusive distribution agreement (the “Agreement”) with Pharmalink for the distribution of its Sky Premium Life® products in the United Arab Emirates (UAE). Under the Agreement, Pharmalink is responsible for all key functions, including sales and marketing, regulatory affairs, logistics, supply, and distribution of the Sky Premium Life® product line within the UAE. The Company has received an initial purchase order from Pharmalink for 130,000 units and expects to receive orders exceeding 500,000 units during 2026, and more than 3,000,000 units over the next five years. However, as of the filing date, no additional orders have been executed.

On September 28 and October 28, 2025, the Company entered into two separate exclusive distribution agreements for the distribution of its branded nutraceutical products under the “Sky Premium Life” brand in Kuwait and Jordan, respectively. Under the terms of the agreements, the distributors are required to pay 50% of the total order value upon placement of an order, with the remaining 50% payable upon notification by the Company that the order is ready and no later than five (5) days prior to the expected shipment date.

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Employees & Human Capital

As of December 31, 2025, we had a total of 163 full-time employees. Of these, 13 were engaged in sales, 4 in procurement, 47 in warehouse services, 24 in logistics and transportation, 3 in quality assurance, 14 in finance and accounting, 2 in management, 4 in cleaning services, 18 in the call center, 9 in research and development, 24 in administrative support services, and 1 in information technology. None of our employees are represented by labor unions. We consider our employee relations to be good and have not experienced any work stoppages, slowdowns, or other serious labor issues that have materially impeded our business operations.

We have a team with a significant track record in the pharmaceutical business. In order to achieve our strategic objectives, we have, and will remain, focused on hiring and retaining a highly skilled management team that has extensive experience and specific skill sets relating to the sales, selection, development and commercialization of pharmaceutical products. We intend to continue our efforts to build and expand this team as we grow our business. No assurances can be given that the Company will be able to retain any additional persons.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards.

Attracting and retaining top talent is an integral part to our success. We intentionally build a workforce of people with viewpoints and backgrounds as diverse as the customers we serve around Europe. As a responsibility to our team and in an evolving effort, we engage employees with meaningful careers and development opportunities to grow and succeed.

Available Information

Our internet address is https://www.cosmoshealthinc.com/. We post links on our website to the following filings as soon as reasonably practicable after they are electronically filed or furnished to the SEC: annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14D, and any amendment to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available through our website free of charge. The information on our Internet website is not incorporated by reference into this Form 10-K or our other securities filings and is not a part of such filings.

Information about the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330 or 1-202-551-8090. You can also access our filings through the SEC’s internet address site: www.sec.gov, under our Nasdaq ticker “COSM”.

Item 1A. Risk Factors

The Company is not required to provide the information called for in this item due to its status as a Smaller Reporting Company, however we describe below some of the risks we believe are material to our business. You should carefully consider the following risks in evaluating us and our business. You should also refer to the other information set forth in this report, including the information set forth in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our consolidated financial statements and the related notes. Our business prospects, financial condition or results of operations could be adversely affected by any of the following risks.

Regulatory and Litigation Risks

Laws and regulations regarding our business may prohibit or restrict our ability to sell our products in some markets or require us to make changes to our business model in some markets. Our products, business practices and manufacturing activities are subject to extensive government regulations and could be subject to additional laws and regulations.

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Taxation and transfer pricing could adversely affect our results of operations and financial condition

We are subject to foreign tax and intercompany pricing laws, including those relating to the flow of funds between our U.S. parent company and our foreign subsidiaries. These pricing laws are designed to ensure that appropriate levels of income and expense are reported by our U.S. and foreign entities, and that they are taxed appropriately. Regulators in the United States and in foreign markets closely monitor our corporate structures, intercompany transactions, and how we effectuate intercompany fund transfers. Our effective tax rate could increase, and our results of operations and financial condition could be materially adversely affected if regulators challenge our corporate structures, transfer pricing methodologies or intercompany transfers. We are eligible to receive foreign tax credits in the United States for certain foreign taxes actually paid abroad. In the event any audits or assessments are concluded adversely to us, we may not be able to offset the consolidated effect of foreign income tax assessments through the use of U.S. foreign tax credits. Because the laws and regulations governing U.S. foreign tax credits are complex and subject to periodic legislative amendment, we may not be able to take advantage of any foreign tax credits in the future. In addition, changes in the amount of our total and foreign source taxable income may also limit our ability to take advantage of foreign tax credits in the future. The various customs, exchange control and transfer pricing laws are continually changing, and are subject to the interpretation of governmental agencies. We collect and remit value-added taxes and sales taxes in jurisdictions and states in which we have determined that nexus exists. Despite our efforts to be aware of and to comply with such laws and changes to the interpretations thereof, we may not be able to continue to operate in compliance with such laws. We may need to adjust our operating procedures in response to these interpretational changes, and such changes could have a material adverse effect on our results of operations and financial condition.

Changes in consumer behavior

Consumer behavior in recent years shows an increasing trend in the health-medicines sector, especially during the period of health crisis. It is observed that shopping habits and consumer behavior in general have changed since the coronavirus pandemic. The coronavirus pandemic and the responses thereto around the world could adversely impact our business and operating results. Consumers have turned to basic necessities and digital channels and e-commerce while physical networks are underperforming.

Management of further developments

In recent years, the Company has been steadily increasing its turnover, while expanding its range of products and its own branded nutraceutical products, has acquired the latest technology drug storage systems to ensure quality and accuracy (zero error rates) in their distribution. The further increase of the Company’s operations may lead, among other things, to increased capital needs, new investments in equipment and information systems, and requirements for capacity building. Failure to raise new capital will have a significant impact on the non-implementation of the required investments necessary to increase sales. Under these conditions, the growth of the Company’s activity, its financial results and its financial situation will be negatively affected.

Currency exchange rate fluctuations could adversely affect our results of operation and financial condition

In 2025, we recognized more than 98% of our net sales in markets outside the United States, while we commenced initial sales in the US through our Sky Premium Life nutraceutical brand, with the majority of revenues still generated outside the US., the majority of which were recognized in each market’s respective local currency. We purchase inventory from companies in foreign markets, some of them in U.S. dollars. In preparing our financial statements, we translate net sales and expenses in foreign countries from their local currencies into U.S. dollars using average annual exchange rates. Because our sales are in foreign countries, exchange rate fluctuations may have a significant effect on net sales and earnings. Our reported earnings have been significantly affected by fluctuations in currency exchange rates, with net sales and earnings generally increasing with a weaker U.S. dollar and decreasing with a strengthening U.S. dollar.

Geopolitical issues, conflicts and other global events could adversely affect our results of operations and financial condition

Because our business is conducted outside of the United States, it is subject to global political issues and conflicts such as the current war in the Ukraine or the conflict in the Middle East. Such political issues and conflicts could have a material adverse effect on our results of operations and financial condition if they escalate in areas in which we do business. In addition, changes in and adverse actions by governments in foreign markets in which we do business could have a material adverse effect on our results of operations and financial condition.

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Climate change and related legislation or regulations may adversely impact our business, including potential financial, operational and physical impacts.

The nature of our business has not required any material capital expenditures to comply with federal, state or local provisions enacted or adopted regulating the discharge of materials into the environment. No material capital expenditures to meet such provisions are anticipated. Such regulatory provisions did not have a material effect upon our results of operations or competitive position during the year ended December 31, 2025.

Cybersecurity risks and the failure to maintain the integrity of data could expose us to data loss, litigation and liability, which could adversely affect our results of operations and financial condition.

We collect and retain large volumes of data from employees and independent consultants, including credit card numbers and other personally identifiable information, for business purposes, including transactional and promotional purposes. Our various information technology systems enter, process, summarize and report such data. The integrity and protection of this data are critical to our business. We are subject to significant security and privacy regulations, as well as requirements imposed by the credit card industry. Similarly, a failure to adhere to the payment card industry’s data security standards could cause us to incur penalties from payment card associations, termination of our ability to accept credit or debit card payments, litigation and adverse publicity, any of which could have a material adverse effect on our business and financial condition. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase costs. In addition, a penetrated or compromised data system or the intentional, inadvertent, or negligent release or disclosure of data could result in theft, loss or fraudulent or unlawful use of company, employee, consultant or guest data which could adversely affect our reputation, disrupt our operations, or result in remedial and other costs, fines or lawsuits, which could have a material adverse effect on our results of operations and financial condition. Although we take measures to protect the security, integrity and confidentiality of our data systems, we experience cyber-attacks of varying degrees and types on a regular basis. Our infrastructure may be vulnerable to these attacks, and in some cases, it could take time to discover them. Breaches of our data systems, or those of our vendors, whether from circumvention of security systems, denial-of-service attacks or other cyber-attacks, hacking, “phishing” attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, vendor software supply chain compromises, physical breaches or other actions, could result in material interruptions or malfunctions in our or such vendors’ websites, applications, data processing, or disruption of other business operations. For various reasons or circumstances, our employees may work remotely from time to time. Additionally, outside parties may attempt to fraudulently induce employees, users, or customers to disclose sensitive information to gain access to our data or our users’ or customers’ data. Any such breach or unauthorized access could result in unauthorized disclosure, misuse or loss of sensitive information and lead to significant legal and financial exposure, regulatory inquiries or investigations, loss of confidence by our sales force, disruption of our operations and damage to our reputation. These risks are heightened as we work with third-party partners and as our sales force uses social media, as the partners and social media platforms could be vulnerable to the same types of breaches.

We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. A cyber-attack could also lead to litigation, fines, other remedial action, heightened regulatory scrutiny and diminished customer confidence. In addition, our remediation efforts may not be successful, and we may not have adequate insurance to cover these losses. The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine and in the Middle East, including Iran. To the extent such attacks have collateral effects on global critical infrastructure, financial institutions or us, such developments could adversely affect our business, operating results and financial condition. At this time, it is difficult to assess the likelihood of such threat and any potential impact at this time.

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Inflation and rising interest rates in the EU

In December 2025, the annual inflation rate in the European Union was approximately 2.3%, reflecting a continued moderation compared to the elevated inflation levels observed in prior years. The annual average change in the Harmonized Index of Consumer Prices (HICP) in the EU during the ten-year period from 2016 to 2025 was approximately 2.6%.

Inflationary pressures in recent years have adversely affected our business due to higher costs for raw materials, increased transportation expenses, and higher overall operating costs. Although inflation has moderated during 2024 and 2025, cost levels across several categories remain elevated compared to historical averages.

In addition, the significant increase in global benchmark interest rates in recent years has adversely affected our business, as substantially all of our loan facilities carry floating interest rates, which may result in increased financing costs and higher cash outflows. During 2025, we observed a modest decline in floating benchmark rates following monetary policy easing by major central banks, including the Federal Reserve and the European Central Bank. However, interest rates remain, on average, higher than levels observed during most periods prior to the recent tightening cycle, which may continue to result in higher financing costs for the Company.

Inflation Reduction Act of 2022 in the U.S.

The U.S. Inflation Reduction Act of 2022 (the “IRA”), includes several provisions that may impact our business to varying degrees, including provisions that reduce the out-of-pocket spending cap for Medicare Part D beneficiaries from $7,050 to $2,000 starting in 2025 (now effective), thereby effectively eliminating the coverage gap; impose new manufacturer financial liability on certain drugs under Medicare Part D, allow the U.S. government to negotiate Medicare Part B and Part D price caps for certain high-cost drugs and biologics without generic or biosimilar competition; require companies to pay rebates to Medicare for certain drug prices that increase faster than inflation; and delay until January 1, 2032 the implementation of the U.S. Department of Health and Human Services (HHS) rebate rule that would have limited the fees that pharmacy benefit managers can charge. Further, under the IRA, orphan drugs are exempted from the Medicare drug price negotiation program, but only if they have one rare disease designation and for which the only approved indication is for that disease or condition. If a product receives multiple rare disease designations or has multiple approved indications, it may not qualify for the orphan drug exemption. Although we currently have limited sales in the United States, the effects of the IRA, including any regulatory action by the Trump Administration pertaining to the IRA, on any future business of ours and the healthcare industry in general is not yet known.

Most-Favoured-Nation (MFN) Pricing and Section 232 Tariffs

The U.S. Inflation Reduction Act of 2022 (the "IRA"), includes several provisions that may impact our business to varying degrees, including provisions that reduce the out-of-pocket spending cap for Medicare Part D beneficiaries from $7,050 to $2,000 starting in 2025 (now effective), thereby effectively eliminating the coverage gap; impose new manufacturer financial liability on certain drugs under Medicare Part D, allow the U.S. government to negotiate Medicare Part B and Part D price caps for certain high-cost drugs and biologics without generic or biosimilar competition; require companies to pay rebates to Medicare for certain drug prices that increase faster than inflation; and delay until January 1, 2032 the implementation of the U.S. Department of Health and Human Services (HHS) rebate rule that would have limited the fees that pharmacy benefit managers can charge. Further, under the IRA, orphan drugs are exempted from the Medicare drug price negotiation program, but only if they have one rare disease designation and for which the only approved indication is for that disease or condition. If a product receives multiple rare disease designations or has multiple approved indications, it may not qualify for the orphan drug exemption. The administration has also pursued Most-Favoured-Nation (MFN) pricing agreements, which seek to tie U.S. drug prices to the lowest prices paid by other developed nations. If implemented, MFN pricing could significantly reduce the prices we are able to charge for our products in the U.S. market, which could have a material adverse effect on our revenues and results of operations. Additionally, based on a Commerce Department investigation into national security risks arising from reliance on foreign-manufactured drugs, the administration is applying Section 232 of the Trade Expansion Act of 1962 to impose tariffs on pharmaceutical imports beginning in 2026. These tariffs could increase our cost of goods and disrupt our supply chain. We are continuing to monitor these developments and assess their potential impact on our business, financial condition, and results of operations.

Development, regulatory approval & marketing of products

The discovery and development of drugs, vaccines and biological products are time consuming, costly and unpredictable. The outcome is inherently uncertain and involves a high degree of risk due to the following factors, among others:

· | The process from early discovery to design and adequate implementation of clinical trials to regulatory approval can take many years and have high costs.
· | We may have difficulties recruiting and enrolling patients for clinical trials on a consistent basis.
· | Product candidates can and do fail at any stage of the process, including as the result of unfavorable pre-clinical and clinical trial results, or unfavorable new pre-clinical or clinical data and further analyses of existing pre-clinical or clinical data, including results that may not support further clinical development of the product candidate or indication.
· | We may need to amend our clinical trial protocols or conduct additional clinical trials under certain circumstances, for example, to further assess appropriate dosage or collect additional safety data.
· | We may not be able to meet anticipated pre-clinical or clinical endpoints, commencement and/or completion dates for our pre-clinical or clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates.
· | We may not be able to successfully address all the comments received from regulatory authorities such as the FDA and the EMA, or be able to obtain approval for new products and indications from regulators.

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Regulatory approvals of our products depend on myriad factors, including regulatory determinations as to the product’s safety and efficacy. In the context of public health emergencies like the COVID-19 pandemic, regulators evaluate various factors and criteria to potentially allow for marketing authorization on an emergency or conditional basis.

Additionally, clinical trial and other product data are subject to differing interpretations and assessments by regulatory authorities. As a result of regulatory interpretations and assessments or other developments that may occur during the review process, or even after a product is authorized or approved for marketing, a product’s commercial potential could be adversely affected by potential emerging concerns or regulatory decisions regarding or impacting the scope of indicated patient populations, labeling or marketing, manufacturing processes, safety issues and/or other matters, including decisions relating to emerging developments regarding potential product impurities. Finally, certain of our products have received and may in the future receive approvals under accelerated approval pathways where continued approval may be contingent upon confirmatory studies demonstrating the anticipated clinical benefit and/or safety profile.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

The Company’s cybersecurity principles, goals and targets are defined in a policy approved by the Board of Directors (the “Policy”). This Policy is anchored in a risk-based approach based on industry standards to balance the level of cybersecurity against the risks faced by the Company. Material risks are managed by both internal resources and third-party contractors, with cybersecurity risk monitoring integrated into our overall risk management program. The Company believes that effective information security management is necessary for the secured sharing and protection of information within the Company’s cyberspace.

The Policy applies to all directors, officers, employees and contractors of the Company and any parent, holding companies and subsidiaries regardless of their contract terms, who use the Company’s technological devices.

The Board of Directors is responsible for leading the Company to minimize the risk of unauthorized and malicious use, disclosure, potential theft, alteration or damaging effects on the Company’s operations while concurrently enabling the sharing of information in cyberspace. The Board of Directors is committed to ensuring that risks to the confidentiality, integrity or availability of Company-owned information assets are managed appropriately by implementing an information security risk management approach.

The Audit Committee oversees the Policy and its implementation of the Company’s oversight, programs, procedures, and policies related to cybersecurity, cybersecurity risks, information security, and data privacy. Team leads from various departments of the Company have been identified under the Policy to report to the Company’s CFO on annual basis overseeing the cybersecurity strategy as defined in the Policy.

The management team includes members with IT backgrounds and relevant experience to guide our cybersecurity efforts. Management ensures that employees are provided with adequate resources and training to fully understand cybersecurity guidelines and expectations. In the event of a Policy breach, members of the management team may be asked by the IT Department to assist with security investigations. If any member of management is unaware of the best course of action in dealing with an IT-related matter, the manager shall immediately contact the Company’s third-party IT representative. Upon discovering a potential violation of the Policy or a cybersecurity breach, the member of management must document the incident and request the individual surrender possession of any devices that may have suffered a security breach.

Additionally, the Company’s management reports to the Audit Committee on the Company’s and its subsidiaries’ strategies, risks, metrics and operations relating to cybersecurity and information security matters, including significant cybersecurity and information security-related projects and initiatives and related progress, the integration and alignment of such strategy with the Company’s overall business and strategy, and trends that may affect such strategy or operations. We consider cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework.

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In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

Item 2. Properties

The Company rents and owns the following corporate offices and facilities:

· | The U.S. corporate office is located at 141 W. Jackson Blvd, Suite 4236, Chicago, Illinois 60604. The initial lease commenced in 2015 and has been amended several times since inception. The most recent amendment was executed on March 17, 2025 and extends the lease term through October 31, 2028. The monthly rent is $1,280.
· | Our Greece office, as well as the office of SkyPharm S.A., is located at 5 Agiou Georgiou Street, 55438, Pilea, Thessaloniki, Greece. The Company entered into a new three-year lease commencing on October 1, 2024, at a monthly rate of €2,202 ($2,383).
· | The offices of Decahedron are located at Unit 14, Spice Green Centre, Flex Meadow, Harlow, CM19 5TR, Essex, United Kingdom. The lease commenced on September 25, 2020, at a monthly rate of £3,500 ($4,473).
· | CANA S.A. previously leased corporate office space located at Konstantinoupoleos 19, 14122, Irakleio, Athens, Greece. In late 2025, the company relocated its administrative offices to its wholly owned facility located at Irakleiou Street 443, Neo Irakleio, Athens, Greece, and no longer leases the Konstantinoupoleos premises. The owned facility includes approximately 54,000 square feet of production and administrative space and is licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA) for the manufacture of pharmaceuticals, food supplements, cosmetics, biocides, and medical devices.
· | The offices of Cosmofarm are located at Gonata Stylianou 15, Peristeri, Attiki, Greece 12133. The Company purchased this building on April 24, 2023 for a total cash consideration of $1,054,872.

Each of the above facilities is adequate for the Company’s current needs.

Item 3. Legal Proceedings

We are aware of certain legal proceedings, which are disclosed in Note 15 – Commitments and Contingencies to the financial statements. Other than the matters described therein, we are not aware of any pending legal proceedings to which any of our officers, directors, or beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Mine Safety Disclosures

None.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock became listed on the Nasdaq Capital Market on February 28, 2022 under the symbol “COSM.” Our common stock was previously quoted on the OTC QX.

Holders of Our Common Stock

As of April 14, 2026, we had 50,824,657 shares of our common stock issued and 50,738,160 shares outstanding, held by approximately 789 stockholders of record. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of various broker-dealers and registered clearing agencies.

Dividends

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. We intend to retain future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant. Our accumulated deficit currently limits our ability to pay dividends.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. While our common stock is currently listed on the Nasdaq Capital Market and not subject to the penny stock rules, should we not be able to maintain our listing on Nasdaq, the penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

During certain periods within the past three fiscal years, the market price of our common stock has been below $5.00. Although, as mentioned above, our common stock is currently listed on Nasdaq and thus exempt from the definition of a 'penny stock' under the SEC Rule 3a51-1, a delisting from Nasdaq would likely subject our shares to the SEC rules governing penny stocks.

Securities Authorized for Issuance under Equity Compensation Plans

Omnibus Equity Incentive Plan

On September 19, 2022, the Company held a Board of Directors meeting, whereas, the Board of Directors had elected to adopt an Omnibus Equity Incentive Plan (the “2022 Plan”), that includes reserving 200,000 shares of common stock eligible for issuance under the Plan to be registered on a Form S-8 Registration Statement with the SEC. The 2022 Plan is designed to enable the flexibility to grant equity awards to the Company’s officers, employees, non-employee directors and consultants and to ensure that it can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. The 2022 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on December 2, 2022.

On April 3, 2023, the Company approved incentive stock awards pursuant to the 2022 Plan for its Chief Financial Officer, certain officers and directors, and other employees of the Company. The awards were granted in the form of restricted stock and vested in two installments, with 50% vesting on October 2, 2023 and the remaining 50% vesting on October 2, 2024. A total of 185,000 shares were granted under this program, and the Company recorded share-based compensation expense of $328,908 during the year ended December 31, 2024, representing the amortization of the awards’ fair value over the vesting period. No share-based compensation expense related to these awards was recorded during the year ended December 31, 2025, as the awards were fully vested and the associated compensation cost had been fully amortized by October 2024.

On August 21, 2023, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”). The 2023 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2023 Plan) and exception (as provided in Section 5.6(b) of the 2023 Plan), the maximum number of shares reserved for issuance under the 2023 Plan (including incentive share options) is 2,500,000 shares. The 2023 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 18, 2023.

On September 16, 2024, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2023 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on September 16, 2025 and the remaining 50% vesting on September 16, 2026. A total of 2,500,000 shares were granted under this program. The Company recorded share-based compensation expense of $366,644 for the year ended December 31, 2024, representing the amortization of the awards’ fair value from the grant date of September 16, 2024 through December 31, 2024. During the year ended December 31, 2025, the Company recorded additional share-based compensation expense of $1,262,500 related to these awards.

On September 23, 2024, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). The 2024 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2024 Plan) and exception (as provided in Section 5.6(b) of the 2024 Plan), the maximum number of shares reserved for issuance under the 2024 Plan (including incentive share options) is 3,500,000 shares. The 2024 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on November 19, 2024.

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On August 5, 2025, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2025 Omnibus Equity Incentive Plan (the “2025 Plan”). The 2025 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2025 Plan) and exception (as provided in Section 5.6(b) of the 2025 Plan), the maximum number of shares reserved for issuance under the 2025 Plan (including incentive share options) is 6,000,000 shares. The 2025 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 30, 2025.

On December 30, 2025, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2024 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. A total of 2,350,000 shares were granted under this program. No share-based compensation expense related to these awards was recorded for the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026.

2025 Common Stock Issuances

During the period from September 22 to December 31, 2025, the Company issued an aggregate of 5,997,256 shares of its common stock under its At-the-Market (“ATM”) sales program, pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-267550). The shares were sold for gross proceeds of $5,417,396 and net proceeds of $5,254,875, after deducting the underwriter’s commissions and other offering expenses.

During the year ended December 31, 2025, the Company issued an aggregate of 3,654,841 shares of its common stock to Mr. Grigorios Siokas, the Company’s Chief Executive Officer, in settlement of outstanding obligations totaling $1,741,978. The obligations related to unpaid salaries and performance-based bonuses previously accrued and owed to Mr. Siokas. The shares were issued at the fair market value of the Company’s common stock on the respective dates of issuance. The transaction was accounted for as a non-cash settlement of related party liabilities.

On December 31, 2025, the Company issued 451,385 shares of its common stock pursuant to a debt exchange agreement to fully settle the outstanding promissory note related to the Cloudscreen acquisition. The exchange resulted in the conversion of $293,400 of outstanding debt into equity at an exchange price of $0.65 per share. As the exchange price exceeded the Company’s closing stock price of $0.498 on the exchange date, the Company recognized a gain on debt extinguishment of $68,610 in connection with the transaction. Additional information regarding this obligation is included in Note 11 – Notes Payable.

On December 30, 2025, the Company granted an aggregate of 2,350,000 shares of restricted common stock to the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees pursuant to the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan. The restricted shares vest in two equal instalments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. No share-based compensation expense related to these awards was recognized during the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026.

During the period from November 24, 2025 through December 7, 2025, the Company issued an aggregate of 783,430 shares of its common stock upon the conversion of the Company’s May 2025 Convertible Promissory Notes (the “May 2025 Notes”), resulting in the full settlement of the notes. The conversions satisfied total obligations of $327,661, consisting of $310,000 of outstanding principal and $17,661 of accrued interest, in accordance with the conversion terms of the May 2025 Notes. The conversions were completed pursuant to the provisions of the respective note agreements. Further information regarding the May 2025 Notes is included in Note 12 – Convertible Debt.

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On September 5, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 300,000 shares of its common stock in exchange for stock awareness, investor relations, and digital marketing services. The shares carry full voting rights and vest at a rate of 150,000 shares per month over the 2-month term of the agreement. The fair value of the shares on the issuance date was $0.649 per share, resulting in a total fair value of $194,700. During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $194,700 in the consolidated statements of operations.

On August 5, 2025, the Company issued an additional 500,000 shares of common stock (the “Incentive Stock”) to the lender of the June 9, 2025 secured convertible loan agreement as incentive consideration in connection with the lender’s agreement to subordinate its position to another senior convertible note. The fair value of the Incentive Stock on the issuance date was $0.878 per share, resulting in a total fair value of $439,000. This amount was recognized in “Change in fair value of convertible notes” in the consolidated statement of operations for the year ended December 31, 2025.

On July 24, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 169,549 shares of its common stock in exchange for marketing and distribution services. The shares carry full voting rights and vest at a rate of 28,258 shares per month over the 6-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement, any unvested shares as of the termination date will be subject to clawback. The fair value of the shares on the issuance date was $0.5898 per share, resulting in a total fair value of $100,000. During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $83,333 in the consolidated statements of operations.

On July 1, 2025, the Company entered into a consulting agreement with a third-party advisor, pursuant to which it issued 240,000 shares of its common stock in exchange for general advisory services. The shares carry full voting rights and vest at a rate of 20,000 shares per month over the 12-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement under Section 19 (Termination), any unvested shares as of the termination date will be subject to clawback. The fair value of the shares on the issuance date was $0.3939 per share, resulting in a total fair value of $94,536. During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $39,390 in the consolidated statements of operations.

On June 9, 2025, in connection with the execution of a secured convertible loan agreement with an aggregate principal amount of $1,304,348, the Company issued 326,087 restricted shares of common stock (the “Commitment Stock”) to the lender as additional consideration. The shares were issued at a nominal price of $0.001 per share, were fully vested and nonforfeitable upon issuance, and were not subject to any further service or performance conditions. The fair value of the Commitment Stock on the issuance date was determined to be $0.48 per share, resulting in a total fair value of $156,196 This amount was recognized as other finance costs, included in “Non-cash interest expense” in the consolidated statement of operations for the year ended December 31, 2025.

On June 3, 2025 (the “Effective Date”), the Company issued 150,000 shares of its common stock to a consultant in consideration for such consultant’s business advisory services. The shares were earned in full as of the Effective Date. The fair value of the shares on issuance was $0.458 per share, resulting in a total expense of $68,700, which has been recognized in the consolidated statement of operations. The consultant provides non-exclusive business advisory services, including guidance on growth strategies and networking with its contacts for general business purposes.

On September 26, 2024, the Company had entered into a Warrant Inducement Letter with an investor pursuant to which the Company issued 9,748,252 new warrants (the “New Warrants”) and reduced the exercise price of 4,874,126 warrant shares from $1.45 to $0.8701 to induce exercise and receive gross cash proceeds of $4,240,977 (the “Original Warrants”). Of the 9,748,252 warrants 4,874,126 of them have a term of 5 years (“Series A Warrants”) and the remaining 4,874,126 have a term of 1.5 years (“Series B Warrants”). The Company issued 2,332,000 shares of common stock, held 2,542,126 shares in escrow until the investor’s beneficial ownership limitation allows for the transfer of the escrow shares. The 2,542,126 shares were issued on January 28, 2025, but were already valued in the year ended December 31, 2024.

Item 6. Selected Financial Data

A smaller reporting company is not required to provide the information required by this Item.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Presentation of Information

As used in this prospectus, the terms “we,” “us” “our” “Cosmos”, “Cosmo Health” and the “Company” mean Cosmos Health Inc. unless the context requires otherwise. The following discussion and analysis should be read in conjunction with our audited (and unaudited) financial statements and the related notes that appear elsewhere in this prospectus. All dollar amounts in this registration statement refer to U.S. dollars unless otherwise indicated.

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Overview

Summary

We are diversified, vertically integrated global healthcare group, owner of proprietary pharmaceutical and nutraceutical brands, generics, manufacturer and distributor of healthcare products, engaged in research & development of innovative medicines and repurposing drugs as well as operator of a telehealth platform. The Company, through its subsidiaries, is operating within the pharmaceutical industry and in order to compete successfully in the healthcare industry, must demonstrate that its products offer medical benefits as well as cost advantages. Currently, most of the products that the Company is trading, compete with other products already on the market in the same therapeutic category, and are subject to potential competition from new products that competitors may introduce in the future.

Revenue sources

Full Line Wholesaler

As a full line pharmaceutical wholesaler, we distribute a comprehensive range of pharmaceutical products, including prescription medications, over-the-counter (OTC) drugs, medical devices, food supplements, nutraceuticals, cosmetics and other healthcare products, to various businesses within the healthcare sector such as retail pharmacies, hospitals, private clinics and other wholesale pharmaceutical distributors.

Branded Pharmaceuticals & Generics

We are engaged in the production, promotion, distribution and sale of licensed branded generics and OTC products throughout Europe by our subsidiaries in Greece and UK. Our capital efficient business model is based on infrastructure, efficiency and scale. We believe that there is a significant growth on opportunities through product additions and geographic expansion.

Healthcare Distribution

We conduct direct distribution and sales of pharmaceuticals, medical devices, branded generics and OTC products. Our automated and GDP licensed distribution facilities ensure all medications reach their destination daily on an efficient and secure way. Our network exceeds over 1,500 pharmacies in Greece. We have created an upgraded and high-end distribution center in Greece due to our Robotic systems and integrated automations (“ROWA” robotics).

Nutraceutical

We have created and developed our own proprietary branded nutraceutical products, named “Sky Premium Life®” which was launched in 2018 and “Mediterranation®” which was launched in 2022. Utilizing unique formulations, and specialized extraction processes which follow strict pharmaceutical standards, our proprietary lines of nutraceuticals aim for excellence. We have a full portfolio of fast-moving and specialty formulas with more than 160 product codes including vitamins, minerals and other herbal extracts. Our nutraceutical products are manufactured exclusively by Doc Pharma. We focus on nutraceutical products because we foresee it as a market with high growth opportunities due to its large market size and margin contribution as the demand for nutraceutical products is increasing globally.

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General Risks

Supply chain disruption is a growing concern for the European pharmaceutical industry as it increasingly looks to cut costs by relying on ‘emerging markets’, where standards can be lower in terms of compliance, ethics and health and safety. Our business depends on the timely supply of materials, services and related products to meet the demands of our customers, which depends in part on the timely delivery of materials and services from suppliers and contract manufacturers. Significant or sudden increases in demand for our products, as well as worldwide demand for the raw materials and services we require to manufacture and sell our products, may result in a shortage of such materials or may cause shipment delays due to transportation interruptions or capacity constraints. Such shortages or delays could adversely impact our suppliers’ ability to meet our demand requirements. Difficulties in obtaining sufficient and timely supply of materials or services can have an adverse impact on our manufacturing operations and our ability to meet customer demand.

We may also experience significant interruptions of our manufacturing operations, delays in our ability to deliver products, increased costs or customer order cancellations as a result of:

| · | the failure or inability to accurately forecast demand and obtain sufficient quantities of quality raw materials on a cost-effective basis;
| · | volatility in the availability and cost of materials or services, including rising prices due to inflation;
| · | difficulties or delays in obtaining required import or export approvals;
| · | shipment delays due to transportation interruptions or capacity constraints, such as reduced availability of air or ground transport or port closures;
| · | information technology or infrastructure failures, including those of a third-party supplier or service provider; and
| · | natural disasters or other events beyond our control (such as earthquakes, utility interruptions, tsunamis, hurricanes, typhoons, floods, storms or extreme weather conditions, fires, regional economic downturns, regional or global health epidemics, geopolitical turmoil, increased trade restrictions between the U.S. and China and other countries, social unrest, political instability, terrorism, or acts of war) in locations where we or our customers or suppliers have manufacturing or other operations.

Hikes in the price of medicine and their impact on the sustainability of the healthcare systems are garnering more and more attention. European regulators are willing to play their part in safeguarding continued access to safe and effective medicines. Regulators can speed up the approval of branded pharmaceuticals and biosimilars to boost competition and drive down prices.

Cuts in healthcare spending have been frequently occurring since the financial crises of the late of 2000’s. Europe’s slow recovery has been uneven, with austerity and economic uncertainty, especially in the EU’s poorer member states, such as Greece.

Results of Operations

Year ended December 31, 2025 versus December 31, 2024

For the year ended December 31, 2025, the Company had a net loss of $19,144,998 on revenue of $65,271,815, versus a net loss of $16,183,018 on revenue of $54,426,402, for the year ended December 31, 2024.

Revenue

For the twelve-month period ended December 31, 2025, the Company's total revenue increased by 19.9%, reaching $65,271,815, compared to $54,426,402 for the prior year period ended December 31, 2024. This growth was primarily driven by the following factors:

| · | Wholesale Revenue Growth: The revenue increase was largely attributable to our subsidiary Cosmofarm S.A., which experienced higher sales following the expansion into new distribution channels added during 2024 and 2025, contributing to an approximately 15% increase in wholesale revenues. This growth was further supported by higher demand and an expanded customer base during the period.
| · | Pharmaceutical Manufacturing Expansion: Our pharmaceutical manufacturing subsidiary, CANA S.A., nearly doubled its revenues, growing from approximately $865,000 to approximately $1.7 million in 2025, as the Company continued to realize returns on its investment in the manufacturing facility since the acquisition on June 30, 2023.
| · | UK Subsidiary Growth: Our UK subsidiary, Decahedron Ltd., significantly increased its revenues from approximately $815,000 to approximately $2.6 million in 2025, primarily driven by expanded Amazon sales of branded nutraceutical products as well as the sale of certain pharmaceutical products into the Greek market.

The combination of these factors contributed to the overall revenue growth for the period. Our future revenue growth will continue to be affected by various factors such as industry growth trends, including drug utilization, the introduction of new innovative brand therapies, the likely increase in the number of generic drugs available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers, price increases and price deflation, general economic conditions in the member states of the European Union, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, and changes in government rules and regulations.

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Cost of Goods Sold

For the year ended December 31, 2025, our cost of goods sold ("COGS") was $57,376,240, representing a 14.5% increase compared to $50,115,079 for the prior fiscal year ended December 31, 2024.

While COGS increased in absolute terms, it grew at a slower pace than revenue (14.5% vs. 19.9%), reflecting a favourable shift in our revenue mix. Specifically, our higher-margin business lines — pharmaceutical manufacturing through CANA S.A. and own-branded nutraceutical sales through Decahedron Ltd. (UK) and SkyPharm S.A. (Greece) — grew at a faster rate than our wholesale operations during the period. This mix shift contributed to meaningful gross margin expansion, with gross margin improving to 12.1% for the year ended December 31, 2025, compared to 7.9% for the year ended December 31, 2024.

Our wholesale subsidiary, Cosmofarm S.A., continues to represent approximately 90% of total revenues and COGS. While wholesale operations are characterized by lower gross margins relative to our manufacturing and own-branded segments, the strong volume growth at Cosmofarm S.A. remains a critical driver of overall revenue scale. As our manufacturing and own-branded nutraceutical segments continue to grow as a proportion of total revenues, we expect this favourable mix shift to continue to positively impact our consolidated gross margins over time.

Gross Profit

For the year ended December 31, 2025, our gross profit was $7,895,575, representing an increase of $3,584,252, or 83.1%, compared to $4,311,323 for the prior fiscal year ended December 31, 2024.

The significant improvement in gross profit was primarily attributable to revenue growing at a faster pace than COGS (19.9% vs. 14.5%), driven by a favourable shift in our revenue mix toward higher-margin business lines. Our pharmaceutical manufacturing subsidiary, CANA S.A., and our own-branded nutraceutical operations conducted through Decahedron Ltd. (UK) and Skypharm S.A. (Greece), grew disproportionately faster than our wholesale segment during the period, contributing to meaningful margin expansion. As a result, gross margin improved to 12.1% for the year ended December 31, 2025, compared to 7.9% for the year ended December 31, 2024.

Operating Expenses

For the year ended December 31, 2025, total operating expenses were $24,599,179, compared to $19,856,153 for the prior fiscal year ended December 31, 2024, representing an increase of $4,743,026, or 23.9%. The change in operating expenses was primarily attributable to the following factors:

General and Administrative Expenses

General and administrative expenses increased by $3,885,923, or 33.1%, to $15,619,160 for the year ended December 31, 2025, compared to $11,733,237 for the prior year. The increase was primarily driven by the following:

| · | Provisions for doubtful accounts and expected credit losses totalled $5,882,393 in 2025, comprising the following:
|  | o | A full allowance of $3,949,085 recorded against the outstanding loan receivable due from Doc Pharma S.A., a related party, reflecting approximately 18 months of non-payment and management's assessment that collectability was uncertain as of year-end (see Note 9 — Related Party Transactions).
|  | o | A provision of $1,400,020 recorded against advances made in connection with the Montreal land and building acquisition, representing the portion of the total advances of $2,000,020 for which no repayment had been received as of the filing date. As the Company continues to pursue collection of the full outstanding balance, the advance has been classified as a provision for credit losses.
|  | o | The remaining provision of $533,288 relates to allowances established against accounts receivable and prepaid balances where collection or realization was assessed as uncertain.
| · | Stock-based compensation increased to $2,312,241 from $1,689,712 in the prior year, reflecting higher equity grants to employees and consultants.
| · | Management bonuses increased to approximately $2.0 million from approximately $615,000 in the prior year, reflecting performance-based compensation awarded to senior management.
| · | Investor relations expenses increased to approximately $688,000 from approximately $183,000 in the prior year, reflecting the Company's increased efforts in capital markets outreach and shareholder communications.

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Salaries and Wages

Salaries and wages increased by $1,084,842, or 19.1%, to $6,778,278 for the year ended December 31, 2025, compared to $5,693,436 for the prior year. The increase was primarily driven by our pharmaceutical manufacturing subsidiary, CANA S.A., which continued to expand its workforce during the period — hiring both production personnel to strengthen manufacturing capacity and management personnel to support the subsidiary's ongoing growth phase.

Sales and Marketing Expenses

Sales and marketing expenses decreased by $204,729, or 57.7%, to $150,240 for the year ended December 31, 2025, compared to $354,969 for the prior year. The decline reflects a strategic reduction in promotional investment related to the Company's own-branded nutraceutical products during the period.

Research and Development Costs

Research and development costs remained relatively stable at $519,363 for the year ended December 31, 2025, compared to $533,293 for the prior year, a decrease of $13,930, or 2.6%, as no new R&D agreements were entered into during 2025.

Depreciation and Amortization

Depreciation and amortization expense was $1,369,353 for the year ended December 31, 2025, compared to $1,249,238 for the prior year, an increase of $120,115, or 9.6%, remaining broadly consistent with the prior year level.

Impairment Charges

For the year ended December 31, 2025, the Company recorded total impairment charges of $162,785, compared to $291,980 for the prior year. The current year charges related to the following:

| · | Cosmofarm S.A. e-commerce platform ($90,450): The Company fully impaired the carrying value of an e-shop operated by its wholesale subsidiary, Cosmofarm S.A., which had not generated profits and was deemed no longer recoverable.
| · | Pharmaceutical licenses ($72,335): The Company recorded an impairment charge on certain pharmaceutical licenses that have not yet been commercially launched and for which no near-term revenue generation is anticipated.

Loss from Operations

As a result of the foregoing, our loss from operations for the year ended December 31, 2025 was $16,703,604, representing an increase of $1,158,774, or 7.5%, compared to a loss from operations of $15,544,830 for the year ended December 31, 2024.

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Other Income (expense), net

For the year ended December 31, 2025, the Company recorded other expense, net of $233,443, compared to other income, net of $86,737 for the year ended December 31, 2024.

The current year expense of $233,443 primarily relates to prior period expense adjustments recorded by our subsidiaries Cosmofarm S.A. and SkyPharm S.A. The prior year other income of $86,737 was primarily attributable to the reversal of a previously recorded adjustment related to cumulative discounted sales to Medihelm S.A., the exclusive distributor of the Company's proprietary line of nutraceutical products, which management determined was no longer required given the significant allowance already recorded and the limited level of new sales activity with Medihelm during that period.

Interest Income & Expenses

For the year ended December 31, 2025, interest expense totalled $1,899,872, representing an increase of $887,558, or 87.7%, compared to $1,012,314 for the prior year ended December 31, 2024. The increase was primarily driven by new debt facilities entered into during 2025, specifically: (i) a bond loan facility with CrediaBank S.A. (formerly Attica Bank S.A., renamed following its merger with Pancreta Bank in 2025) entered into by our wholesale subsidiary, Cosmofarm S.A.; and (ii) the convertible note facilities entered into by Cosmos Health Inc. at the parent company level. For further details on the convertible notes, refer to Note 12 — Convertible Debt in the accompanying consolidated financial statements.

Interest income for the year ended December 31, 2025 was $396,413, remaining relatively stable compared to $406,449 for the prior year ended December 31, 2024, a decrease of $10,036, or 2.5%. The modest decline reflects the ordinary repayment of existing loan receivable balances during the period, with no new loan agreements entered into, and consequently a slight reduction in outstanding balances generating interest income.

Gain on Extinguishment of Debt

For the year ended December 31, 2025, the Company recognized a gain on extinguishment of debt of $68,610, with no comparable amount in the prior year. The gain arose from the debt exchange of the outstanding balance owed under the Promissory Note related to the acquisition of Cloudscreen, an AI-powered drug repurposing platform acquired on January 23, 2024. During 2025, the Company repaid $22,421 of the outstanding balance and converted the remaining balance of $293,400 into shares of common stock pursuant to a debt exchange agreement. The gain represents the difference between the carrying value of the extinguished debt and the fair value of the shares issued in settlement, reflecting the conversion price of $0.65 per share agreed under the exchange agreement compared to the market price of $0.498 per share on the date of the exchange.

Non-Cash Interest Expense

For the year ended December 31, 2025, the Company recorded non-cash interest expense of $722,763, with no comparable amount in the prior year. This amount represents the amortization of debt discounts recorded in connection with the convertible note facilities entered into by the Company during 2025, including the debt discount attributable to the bifurcated derivative liability recognized at issuance. This is a non-cash charge with no impact on the Company's operating cash flows.

Change in Fair Value of Derivative Liability

For the year ended December 31, 2025, the Company recorded a gain on the change in fair value of its derivative liability of $1,525,020, with no comparable amount in the prior year. The derivative liability relates to embedded derivatives identified within the convertible note agreement entered into with ATW Partners in August 2025. The gain reflects the favourable mark-to-market remeasurement of these embedded derivatives as of December 31, 2025. Given that the full-year gain of $1,525,020 compares to a gain of $311,778 recorded through September 30, 2025, the favourable movement accelerated significantly in the fourth quarter of 2025, primarily reflecting changes in the Company's stock price and other valuation inputs used in the fair value measurement.

Gain/(Loss) on Digital Assets

For the year ended December 31, 2025, the Company recorded a net loss on digital assets of $588,916, with no comparable amount in the prior year. During 2025, the Company invested approximately $2,000,000 in digital assets, primarily Ethereum (ETH). The loss reflects the net change in fair value of the Company's digital asset holdings during the period. This item is non-cash in nature to the extent it relates to unrealized fair value movements, and is presented separately given the growing significance of the Company's digital asset strategy.

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Change in Fair Value of Convertible Notes

For the year ended December 31, 2025, the Company recorded a loss on the change in fair value of its convertible notes of $1,347,658, with no comparable amount in the prior year. The Company elected the fair value option for its convertible notes issued during 2025, and accordingly remeasures these instruments at fair value at each reporting date with changes recognized in the consolidated statements of operations. The loss reflects the mark-to-market remeasurement of the convertible instruments issued in the second and third quarters of 2025 through the December 31, 2025 measurement date. Given that the loss through September 30, 2025 was $2,317,631, the full-year loss of $1,347,658 reflects a favourable reversal in the fourth quarter of 2025, primarily driven by changes in the Company's stock price and other inputs used in the valuation model.

Unrealized Foreign Currency Losses & Deemed Dividends

For the year ended December 31, 2025, the Company recorded a total comprehensive loss of $16,678,564, compared to a total comprehensive loss of $24,093,129 for the year ended December 31, 2024. The improvement was primarily attributable to the following factors:

| · | Foreign Currency Translation Adjustment: For the year ended December 31, 2025, the Company recorded an unrealized foreign currency translation gain of $2,466,434, compared to an unrealized foreign currency translation loss of $1,715,087 for the year ended December 31, 2024. This favorable swing of $4,181,521 was primarily driven by the strengthening of both the Euro and British Pound against the US Dollar during 2025. The EUR/USD closing rate strengthened to 1.1736 as of December 31, 2025 from 1.0351 as of December 31, 2024, representing an appreciation of approximately 13.1%. Similarly, the GBP/USD closing rate strengthened to 1.3447 as of December 31, 2025 from 1.2521 as of December 31, 2024, representing an appreciation of approximately 7.4%. These currency movements resulted in favorable translation adjustments on the net assets of the Company's Greek and UK subsidiaries, as well as on intercompany loan balances denominated in Euros and British Pounds. For the detailed foreign exchange rates used to translate these balances, please refer to Note 2 – Summary of Significant Accounting Policies under the section "Foreign Currency Translation and Other Comprehensive Income/(Loss)."
| · | Deemed Dividends: No deemed dividends were recorded for the year ended December 31, 2025, compared to deemed dividends of $6,195,024 recorded for the year ended December 31, 2024, which were primarily associated with the Warrant Inducement Letter dated September 26, 2024. For further details, please refer to Note 17 – Stock Options and Warrants.
| · | Net Loss: The net loss increased from $16,183,018 in 2024 to $19,144,998 in 2025, representing an increase of $2,961,980, which partially offset the improvements noted above.

The combination of the above factors, most notably the elimination of deemed dividends and the favorable foreign currency translation swing, drove the overall improvement in total comprehensive loss year-over-year. For a comprehensive understanding of the key accounting policies and assumptions underlying these changes, readers are encouraged to review the relevant Notes to the Financial Statements as indicated above.

Going Concern

The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which contemplates the continuation of the Company as a going concern.

For the year ended December 31, 2025, the Company had revenue of $65,271,815, a net loss of $19,144,998, and net cash used in operations of $8,447,614. Additionally, as of December 31, 2025, the Company had cash and cash equivalents of $715,674 and restricted cash of $2,744,219, the latter designated for the purchase of digital assets (Ethereum) pursuant to the Convertible Note Agreement dated August 5, 2025. The Company had positive working capital of $116,412, an accumulated deficit of $133,167,273, and stockholders' equity of $18,424,629.

The Company's revenues are not able to sustain its operations, and concerns exist regarding the Company's ability to meet its obligations as they become due. The Company is subject to a number of risks similar to those of smaller commercial companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the need to obtain additional capital, competition from larger companies, and other pharmaceutical and health care companies.

Management evaluated the above conditions which raise substantial doubt about the Company's ability to continue as a going concern to determine if it can meet its obligations for the subsequent 12 months from the date of this filing. Management considered its ability to access future capital, curtail expenses if needed, expand product lines, and acquire new products. Management's plans include expansion of brand name products to the market, expanding the current product portfolio, and evaluating acquisition targets to expand distribution. The exclusive distribution agreement signed for its Sky Premium Life products in the United Arab Emirates ("UAE") and the significant orders already received are expected to substantially strengthen its operating cash flow. Furthermore, the Company intends to vertically integrate its supply chain distribution network.

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With respect to capital markets activities, the Company has undertaken and intends to continue pursuing the following initiatives:

| · | ATM Sales Program: During the period from September 22 to December 31, 2025, the Company issued an aggregate of 5,997,256 shares of its common stock under its At-the-Market ("ATM") sales program, pursuant to the Company's Shelf Registration Statement on Form S-3 (File No. 333-267550), for gross proceeds of $5,417,396 and net proceeds of $5,254,875, after deducting underwriter commissions and other offering expenses. The Company intends to continue utilizing the ATM program as a source of ongoing equity capital as market conditions permit.
| · | ATW Convertible Note Facility: On August 5, 2025, the Company entered into a Securities Purchase Agreement for the issuance of up to $300 million of senior secured convertible promissory notes, with an initial closing of $8 million completed on August 6, 2025. The proceeds are primarily intended for digital asset acquisition and working capital. While the Company does not currently intend to draw additional tranches, it may pursue subsequent closings of up to $292 million available under this facility in the event additional capital needs arise, subject to the satisfaction of certain conditions.
| · | New Shelf Registration Statement: On November 7, 2025, the Company filed a new Registration Statement on Form S-3 (the "New S-3") with the Securities and Exchange Commission, pursuant to which the Company registered up to $200,000,000 of securities, including shares of common stock, preferred stock, warrants, units, and subscription rights, on a shelf basis. The New S-3 was filed as a replacement registration statement pursuant to Rule 415(a)(6) under the Securities Act, with respect to securities remaining unsold under the Prior Registration Statement (File No. 333-267550). The Company intends to utilize the New S-3 to raise additional equity capital as and when needed, subject to the registration statement becoming effective.

Management's plans also include postponing certain debt repayments through achieving favourable amendments to its debt facilities and making substantial efforts to secure additional debt financing. Additionally, the Company's management is considering postponing certain repayments to suppliers and creditors as necessary.

However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations.

Considering the above, management is of the view that substantial doubt exists for the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

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Liquidity and Capital Resources

Working Capital

As of December 31, 2025, the Company had positive working capital of $116,412, compared to negative working capital of $296,193 as of December 31, 2024. The improvement in working capital was primarily attributable to the significant growth in current assets during 2025, particularly accounts receivable, inventory, restricted cash, and prepaid expenses, reflecting the expansion of the Company's wholesale and other business operations, as well as the proceeds received from the ATM equity program and the ATW convertible note facility. These increases were partially offset by higher current liabilities, including the classification of the convertible notes payable and the associated derivative liability as current obligations, and higher lines of credit and accrued expenses. The Company continues to closely manage its working capital to ensure adequate liquidity for operations and strategic investments.

Cash Flow from Operating Activities

As of December 31, 2025, the Company had cash and cash equivalents of $715,674, compared to $315,105 as of December 31, 2024, with restricted cash of $2,744,219 also held at year end, designated for digital asset acquisition pursuant to the ATW Convertible Note Agreement. For the year ended December 31, 2025, the Company used net cash of $8,447,614 in operating activities, compared to net cash used of $7,717,034 for the year ended December 31, 2024, representing an increase in cash outflows of $730,580.

The increase in net cash used in operating activities was primarily driven by the following factors:

| · | Net loss: The Company recorded a net loss of $19,144,998 for the year ended December 31, 2025, compared to a net loss of $16,183,018 for the prior year. The increase in net loss year-over-year was the primary driver of operating cash outflows.
| · | Higher interest expense: Interest expense increased to $1,899,872 in 2025 from $1,012,314 in 2024, reflecting the new debt facilities entered into during 2025, including the CrediaBank bond loan at the Cosmofarm S.A. level and the 2025 convertible notes. Additionally, non-cash interest expense of $722,763 relating to the amortization of debt discounts on the convertible instruments was recorded in 2025 with no prior year equivalent.
| · | Higher salaries and wages: Salaries and wages increased to $6,778,278 from $5,693,436 in the prior year, primarily driven by continued headcount expansion at CANA S.A. to support its growing manufacturing operations.
| · | Working capital movements: Accounts receivable increased significantly, reflecting the strong revenue growth at Cosmofarm S.A. and other subsidiaries, resulting in a cash outflow of $4,939,952 from trade receivables and $1,169,856 from related party receivables. These outflows were partially offset by an increase in accounts payable and accrued expenses of $2,041,168 and related party payables of $2,426,867, reflecting the corresponding growth in the Company's purchasing activity.
| · | Non-cash items: Several significant non-cash adjustments partially offset the operating cash outflows, including depreciation and amortization of $1,369,353, stock-based compensation of $2,312,241, bad debt expense of $5,882,393, impairment charges of $162,785, and the change in fair value of convertible notes of $1,347,658.

The Company anticipates that as its operational investments in manufacturing capacity, distribution channels, and own-branded products mature, they will contribute to improved operating profitability and positive operating cash flows in future periods.

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Cash Flow from Investing Activities

For the year ended December 31, 2025, the Company used $2,014,855 in net cash for investing activities, compared to $798,269 in the prior year. The higher outflow in 2025 was primarily driven by the purchase of $2,000,000 in digital assets, specifically Ethereum (ETH), pursuant to the ATW Convertible Note Agreement dated August 5, 2025, under which the Company deployed a portion of the initial $8 million tranche proceeds into ETH as part of its digital asset strategy.

These outflows were partially offset by $137,963 in proceeds received from repayments of outstanding loans receivable. Capital expenditures during 2025 were modest, consisting of $55,675 in property and equipment purchases and $97,143 in intangible asset acquisitions, compared to the prior year which included approximately $849,168 in nutraceutical license acquisitions and $418,075 in machinery and equipment purchases, primarily related to CANA S.A.'s manufacturing facility expansion. The Company's investment strategy continues to focus on expanding its business through organic growth, selective acquisitions of licenses and technology, and its digital asset program.

Cash Flow from Financing Activities

For the year ended December 31, 2025, the Company generated $14,056,091 in net cash from financing activities, compared to $5,046,684 for the year ended December 31, 2024, representing an increase of $9,009,407. The higher financing inflows in 2025 were primarily driven by the following:

| · | Convertible Notes: The Company received aggregate gross proceeds of $9,839,347 from the issuance of senior secured convertible promissory notes during the year ended December 31, 2025. This amount includes proceeds from multiple convertible financing arrangements. Among these, the Company entered into a Securities Purchase Agreement with ATW Partners on August 5, 2025, providing for the issuance of up to $300 million of senior secured convertible promissory notes, of which an initial tranche of $8,000,000 was funded on August 6, 2025. The remaining proceeds relate to additional convertible note issuances completed during the year under separate arrangements. This represents a new financing source compared to the prior year, during which no comparable convertible note financings were in place. For further details, refer to Note 12 — Convertible Debt.
| · | ATM Equity Program: During the period from September 22 to December 31, 2025, the Company issued 5,997,256 shares of common stock under its ATM sales program for gross proceeds of $5,417,396 and net proceeds of $5,254,875, after deducting underwriter commissions and other offering expenses. The Company intends to continue utilizing the ATM program as an ongoing source of equity capital.
| · | CrediaBank Bond Loan: Cosmofarm S.A., the Company's wholesale subsidiary, entered into a new bond loan facility with CrediaBank S.A. (formerly Attica Bank S.A.) during 2025, contributing to proceeds from notes payable of $1,316,435 during the year.
| · | Lines of Credit: The Company had net proceeds from lines of credit of $1,211,938 (gross proceeds of $27,909,048 less repayments of $26,697,110), reflecting the revolving nature of Cosmofarm S.A.'s working capital credit facilities.
| · | Debt repayments: The Company repaid $1,882,080 of outstanding notes payable during the year, compared to $1,092,121 in the prior year, reflecting the continued payments of existing debt obligations.
| · | Financing fees: The Company incurred $1,830,470 in financing fees during 2025, compared to $391,575 in the prior year, primarily related to the issuance costs associated with the ATM underwriter’s fees and the convertible note facilities.

In contrast, the prior year financing activities of $5,046,684 were primarily driven by $4,240,977 in proceeds from the exercise of warrants pursuant to the Warrant Inducement Agreement entered into in September 2024, modest ATM proceeds, and net proceeds from lines of credit and notes payable, partially offset by debt repayments and financing fees.

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Liquidity Outlook

The Company’s financing activities in 2025 have enabled it to access additional funds through debt and equity financing, which will support its ongoing investments and operational growth. The Company continues to manage its liquidity position carefully and is committed to maintaining sufficient resources to support its strategic objectives, including expanding its operations through both organic growth and selective acquisitions.

Management is confident that the Company’s current liquidity position, along with its ongoing financing and investment strategies, will enable it to meet its financial obligations and continue its growth trajectory in the coming periods.

Debt Obligations

June 23, 2020 Debt Agreement

On June 23, 2020, the Company’s subsidiary, Cosmofarm, entered into an agreement with the National Bank of Greece S.A. (the “Bank”) to borrow a maximum of €500,000 ($611,500). The note has a maturity date of 60 months from the date of the first disbursement, which includes a grace period of nine months. The total amount of the initial proceeds was received in three equal monthly installments. The note is interest bearing from the date of receipt and is payable every three months at an interest rate of 3.06% plus 3-month Euribor (2.06% as of December 31, 2025). The outstanding balance was €0 ($0) and €88,235 ($91,332) as of December 31, 2025 and 2024, respectively, of which $0 and $91,332 was classified as “Notes payable – long-term portion” respectively, on the accompanying consolidated balance sheets. During the year ended December 31, 2025, the Company repaid €88,235 ($103,553) of the principal balance.

November 19, 2020 Debt Agreement

On November 19, 2020, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($611,500). The note matures on November 18, 2025 and bears an annual interest rate, based on a 360-day year, of 3% plus 0.6% plus 6-month Euribor when Euribor is positive (2.12% as of December 31, 2025). The principal is to be repaid in 18 quarterly installments of €27,778 ($30,333). During the year ended December 31, 2025, the Company repaid €111,111 ($130,400) of the principal and as of December 31, 2025, the Company had accrued interest of €3,387 ($3,975) related to this note and an outstanding principal balance of €0 ($0) and €111,111 ($115,011) as of December 31, 2025 and December 31 2024, respectively.

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July 30, 2021 Debt Agreement

On July 30, 2021, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($578,850). The note matures on August 5, 2026 and bears an annual interest rate that applies to 60% of the principal of the note that is based on a 365-day year, of 5.84% plus 3-month Euribor when Euribor is positive (2.06% as of December 31, 2025). Pursuant to the terms of the agreement, there is a nine-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 18 quarterly installments of €27,778 commencing three months from the end of the grace period During the year ended December 31, 2025, the Company repaid €105,747 ($109,459) of the principal. As of December 31, 2025, the Company had accrued interest of €20,038 ($23,517), principal of €90,345 ($106,029), of which $0 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024, the Company had accrued interest of €15,778 ($16,332), principal of €206,343 ($213,585). During the year ended December 31, 2025, the Company repaid €115,998 ($136,135) of the principal.

June 9, 2022 Debt Agreement

On June 9, 2022, the Company entered into an agreement with a third-party lender in the principal amount of €320,000 ($335,008). The note matures on June 16, 2027 and bears an annual interest rate of 2.64% plus an additional rate of 0.60%, plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a 12-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 17 equal quarterly installments of €18,824. During the year ended December 31, 2025, the Company repaid €80,000 ($93,888) of the principal. As of December 31, 2025 the Company had accrued interest of €4,262 ($5,002) and an outstanding balance of €100,000 ($117,360) of which $23,472 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024 the outstanding balance was €180,000 ($186,318).

July 14, 2023 Debt Agreement

On July 14, 2023, the Company entered into an agreement with a third-party lender in the principal amount of €1,000,000 ($1,123,700). The note matures on July 31, 2028, and bears an annual interest rate of 4.1% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a nine-month grace period for interest and principal repayment. The principal is to be repaid in 18 equal quarterly installments of €55,556 commencing on May 2, 2024. During the year ended December 31, 2025, the Company repaid €217,267 ($254,984) of the principal. As of December 31, 2025, the Company has accrued interest of €19,879 ($23,330) and an outstanding balance of €597,483 ($701,206) of which $446,405 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024 the outstanding balance was €814,750 ($843,348).

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Cloudscreen

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI)-powered platform, pursuant to the purchase agreement announced on October 11, 2023. Cloudscreen is a multimodal platform specialized in drug repurposing, a process that involves identifying new target proteins or indications for existing drugs for use in treating different diseases. The total purchase price amounted to $637,080 and consisted of 280,000 shares of the Company's common stock with a fair value of $319,200 and $317,880 to be settled in cash pursuant to the Promissory Note signed on October 10, 2023.

During the year ended December 31, 2025, the Company repaid $22,421 of the outstanding balance. The remaining balance of $293,400 was converted into shares of the Company's common stock pursuant to a debt exchange agreement. The number of shares issued was determined using a contractually agreed conversion price of $0.65 per share, while the market price of the Company's common stock on the date of the exchange was $0.498 per share. As a result of this conversion, the Company recognized a gain on extinguishment of debt of $68,610, representing the difference between the carrying value of the extinguished obligation and the fair value of the shares issued in settlement. As of December 31, 2025, the Company had no remaining outstanding balance related to this obligation, compared to an outstanding balance of $279,348 as of December 31, 2024.

July 29, 2024 Debt Agreement

On July 29, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($432,760). The note matures on July 31, 2029 and bears an annual interest rate of 2.58% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a six-month grace period for principal and interest repayment. The principal is to be repaid in 18 equal quarterly installments of €22,222 commencing on April 30, 2025. During the year ended December 31, 2025, the Company repaid principal of €44,444 ($52,160). As of December 31, 2025, and December 31, 2024, the Company had an outstanding balance of €355,556 ($417,080) and €400,000 ($414,040) of which $312,960 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

December 20, 2024 Debt Agreement

On December 20, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($414,040). The note matures on December 20, 2027 and bears an annual interest rate of 2.5% plus an additional rate of 0.60% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a six-month grace period for principal repayment. The principal is to be repaid in 6 equal semiannual installments of €66,667 commencing on June 20, 2025. During the 12 months ended December 2025, the Company repaid principal of €133,333($156,480). As of December 31, 2025, and December 31, 2024, the Company an outstanding balance of €266,667 ($312,960) and €400,000 ($414,040), of which $156,480 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

January 27, 2025 Debt Agreement

On January 27, 2025, the Company entered into a bond loan agreement with Attica Bank, providing for maximum borrowings of up to €2,200,000 ($2,357,120). Under the terms of the facility, the Company received initial proceeds of €700,000 ($881,520), which were classified as Notes Payable in the Company’s consolidated financial statements. The remaining borrowing capacity of €1,500,000 ($1,619,400) is available to the Company on a revolving basis, subject to the provision of qualifying checks receivable as security for each drawing. These subsequent drawdowns are classified as Lines of Credit due to their secured and contingent nature. The facility bears interest at a floating rate of 2.95% plus the applicable 6-month Euribor (2.12% as of December 31, 2025). The Note Payable portion of the facility is to be repaid in 10 equal semiannual installments of €70,000 commencing on July 27, 2026. During the year ended December 31, 2025, the Company repaid principal of €70,000 ($82,152). As of December 31, 2025 the Company has accrued interest of €28,702 ($33,685) and an outstanding balance of €630,000 ($739,368), of which $575,064 (€490,000), is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.as of December 31, 2025. The loan is further secured by a preliminary mortgage of €2,640,000 ($3,098,304) registered on Company’s owned warehouse facilities.

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May 29, 2025 Debt agreement

On May 29, 2025, the Company entered into a business loan agreement (the “Note”) with a third-party lender in the principal amount of $525,000. The Note carried debt issuance fees of $25,000, which are being amortized over the life of the loan. The loan is short-term in nature, as it was scheduled to be fully repaid by December 15, 2025, through weekly installments. The Note bears fixed total interest of $231,000, which is being accrued evenly over the term of the loan and is payable together with the principal installments. During the year ended December 31, 2025, the Company made aggregate principal and interest repayments totaling $756,000. As of December, 31, 2025 the Company had an outstanding balance of $0.

Trade Facility Agreements

On May 12, 2017, SkyPharm entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”) as amended on November 16, 2017 and May 16, 2018.

On October 17, 2018, the Company entered into a further amended agreement with Synthesis whereby the current balance on the TFF as of October 1, 2018, which was €4,866,910 ($5,629,555) and related accrued interest of €453,094 ($524,094) would be split into two principal balances of Euro €2,000,000 ($2,316,000), (the “EURO Loan”) and USD $4,000,000 (the “USD Loan”). Interest on both the EURO Loan and USD Loan commenced on October 1, 2018, at 6% per annum plus one-month Euribor (3.869% as of December 31, 2024), and 6% plus one-month LIBOR (5.47% as of date of December 31, 2024), respectively.

On December 30, 2020, the Company transferred the EURO Loan to a new third-party lender. The terms remained the same except interest accrues at 5.5% per annum plus one-month Euribor 3.869% as of December 31, 2024. The principal was scheduled to be repaid in a total of five quarterly installments beginning October 31, 2021 of €50,000 ($54,600) each with a final repayment of €1,800,000 ($1,965,600) payable on October 31, 2022.

On March 3, 2022, the Company entered into a modification agreement to extend the maturity date to January 10, 2023, and payments under the USD Loan. During June 2022, the Company agreed with the Lender to postpone the repayment of an installment of $500,000 due on June 30, 2022 (based on the modification agreement signed on March 3, 2022) until January 2023. During September 2022, the Company entered into an agreement with the Lender to postpone the repayment of the outstanding balance on the USD Loan of $3,950,000, plus unpaid accrued interest until January 2023. The Company capitalized fees paid upon modification of €200,000 ($221,060) that are being amortized over the life of the loan. The Company incurred non-cash interest expense of $216,182 during the year ended December 31, 2022, concerning the above capitalized fees.

During the year ended December 31, 2022, the Company repaid €175,000 ($191,100) of the EURO Loan and $2,593,363 of the USD Loan such that as of December 31, 2022, the Company had principal balances of €1,775,000 ($1,898,895) and $1,406,637 under the agreements, respectively. As of December 31, 2022, the Company had accrued $309,365 in interest expense related to these agreements.

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On December 21, 2022, the USD Loan was assigned to GIB Fund Solutions ICAV (the “Fund”). On January 31, 2023, the Company paid $1,100,000 to the Fund under a full and final settlement agreement for the USD Loan, recording a gain on extinguishment of debt of $306,637 relating to the waiver of the unpaid balance. Additionally, the Company repaid €50,000 ($50,310) of the EURO Loan during the year ended December 31, 2024.

On December 22, 2022 SkyPharm signed an agreement for the extension of the payments and an increase in interest rate due under the EURO loan that was extended to be repaid with a balloon payment now due on October 31, 2025. This extension was agreed upon in writing on December 22, 2022, with a retroactive modification date to October 31, 2022 (the original maturity date).

As of December 31, 2024, the Company had an outstanding principal balance of €1,350,000 ($1,397,385) all of which $1,327,440 was classified as “Notes payable - long term portion” on the consolidated balance sheets.

The Company repaid €300,000 ($352,080) of the EURO Loan during the 12 months ended December 31, 2025. As of December 31, 2025, the Company had an outstanding principal balance of €1,050,000 ($1,232,280), all of which is classified as “Notes payable” on the consolidated balance sheets. For the year ended December 31, 2025, the Company had accrued $113,962, in interest expense related to these agreements.

COVID-19 Government Loans

May 12, 2020 Loan

On May 12, 2020, the Company’s subsidiary, SkyPharm, was granted loan from the Greek government and, on May 22, 2020, received the amount of €300,000 ($366,900). The loan would be repaid in 40 equal monthly installments beginning on July 29, 2022. As a condition to the loan, the Company was required to retain the same number of employees until October 31, 2020. As of December 31, 2025, the principal balance was €87,500 ($102,690). During the year ended December 31, 2025, the Company repaid €15,625 ($18,338) of the principal balance. The outstanding balance as of December 31, 2024 was €103,125 ($106,745).

June 24, 2020 Debt Agreement

On June 24, 2020, the Company’s subsidiary, Decahedron, received a loan £50,000 ($68,310) from the UK government. The loan has a ten-year maturity and bears interest at a rate of 2.5% per annum beginning 12 months after the initial disbursement, which was on July 10, 2020. The Company may prepay this loan without penalty at any time. As of December 31, 2025, the principal balance was £34,330 ($46,164). As of December 31, 2024, the principal balance was £38,144 ($47,761).

As of December 31, 2025, the Company was in compliance with all financial and non-financial covenants under its outstanding debt agreements, including but not limited to all notes payable, credit facilities, and other borrowing arrangements. There were no events of default, nor any conditions or events that, with the passage of time or the giving of notice, would reasonably be expected to constitute an event of default, with respect to any of the Company's debt obligations as of such date.

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Related Party Indebtedness

Grigorios Siokas

From time to time, Grigorios Siokas loans the Company funds in the form of non-interest bearing, no-term loans.

During the 12-month period ended December 31, 2024, the Company had an outstanding principal balance under these loans of $13,257 in loans payable to Grigorios Siokas. As of December 31, 2025, the Company had an outstanding principal balance of $0 related to this payable. During the 12-month period ended December 31, 2025, there were no additional receipts regarding this loan.

Grigorios Siokas is the Company’s CEO and a principal shareholder and is hence considered a related party to the Company.

Dimitrios Goulielmos

On November 21, 2014, the Company entered into an agreement with Dimitrios Goulielmos, as amended on November 4, 2016. Pursuant to the amendment, this loan has no maturity date and is non-interest bearing. As of December 31, 2024 and 2023, the Company had a principal balance of €10,200 ($11,971) and €10,200 ($10,558), respectively. The above balances are adjusted for the foreign currency rate as of the balance sheet date.

Significant Equipment

We do not intend to purchase any significant equipment for the next 12 months aside from a few pieces of IT equipment. Nevertheless, we will replace essential equipment for operations if it is required within the year.

Employees

In order to achieve our strategic objectives, we have, and will remain, focused on hiring and retaining a highly skilled management team that has extensive experience and specific skill sets relating to the sales, selection, development and commercialization of pharmaceutical products. We intend to continue our efforts to build and expand this team as we grow our business. We have plans to increase the number of our employees by adding more salespeople during the next 12 months.

Off Balance Sheet Arrangements

As of December 31, 2025, there were no off-balance sheet arrangements.

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Critical Accounting Policies and Estimates

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management’s Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Income Taxes. The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes, ASC 740 “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company is liable for income taxes in Greece and the United Kingdom. The corporate income tax rate is 22% in Greece (tax losses are carried forward for five years effective January 1, 2013) and 25% in the United Kingdom. Losses may also be subject to limitation under certain rules regarding change of ownership.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets.

We recognize the impact of an uncertain tax position in our financial statements if, in management’s judgment, the position is not more-likely-then-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary. We operate and are subject to audit in multiple taxing jurisdictions.

We record interest and penalties related to income taxes as a component of interest and other expense, respectively.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of the U.S. net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The Company has net operating loss carry-forwards in our parent, Cosmos Health Inc., which are applicable to future taxable income in the United States (if any). Additionally, the Company has income tax liabilities in the United Kingdom and Greece. The income tax assets and liabilities are not able to be netted. We therefore reserve the income tax assets applicable to the United States but recognize the income tax liabilities in Greece and the United Kingdom. Losses may also be subject to limitation under certain rules regarding change of ownership.

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Accounts Receivable and Allowance for Credit Losses

The Company follows ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”) to estimate the allowance for doubtful accounts. The Company is required to estimate credit losses on accounts receivable balances held at amortized cost. ASC 326 introduces a new methodology for measuring credit losses, replacing the previous incurred loss model with an expected credit loss model. The Company measures credit losses on accounts receivable using an expected credit loss model, which considers historical experience, current conditions, and reasonable and supportable forecasts. Credit losses are measured as the difference between the present value of contractual cash flows expected to be collected and the present value of expected cash flows discounted at the financial instrument’s original effective interest rate. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any.

Inventory

Our merchandise inventories are made up of finished goods, manufacturing products, raw materials and other products and are valued at the lower of cost or market using the weighted-average cost method. However, the net realizable value (“NRV”) will always be higher than our inventory’s cost, once most of our inventory is fast moving and the vast majority of our products is pharmaceuticals, which have standard selling prices that could not result to the NRV being higher than the average cost. Moreover, our efficient inventory management which has led to minimum obsolete and slow-moving inventory also indicates that the NRV is higher than its average cost. Thus, an NRV assessment would have no material, if any, to our inventory’s cost. Average cost includes the direct purchase price, net of vendor allowances and cash discounts, of merchandise inventory. We record valuation reserves on an annual basis for merchandise damage, expired and defective returns and merchandise items with slow-moving or obsolescence exposure. These reserves are estimates of a reduction in value to reflect inventory valuation at the lower of cost or market. The reserve for merchandise returns is based upon the determination of the historical net realizable value of products sold from our returned goods inventory or returned to vendors for credit. Our reserve for merchandise returns includes amounts for returned product on-hand as well as for new merchandise on-hand that we estimate will ultimately become returned goods inventory after being sold based on historical return rates.

Below is an analysis per category of our inventories as of December 31, 2025 and 2024:

Product Categories |  | December 31, 2025 |  |  | December 31, 2024 |
Pharmaceuticals |  |  | 4,599,638 |  |  |  | 3,113,558 |
Parapharmaceuticals |  |  | 1,133,686 |  |  |  | 987,214 |
Manufacturing products |  |  | 4,254 |  |  |  | 40,588 |
Raw materials |  |  | 235,785 |  |  |  | 226,500 |
Dairy products |  |  | 38,359 |  |  |  | 21,320 |
Veterinary medicine |  |  | 1,265 |  |  |  | 995 |
Other |  |  | 142,003 |  |  |  | 297,565 |
Less provisions |  |  | (376,848 | ) |  |  | (332,375 | )
Total |  |  | 5,778,142 |  |  |  | 4,355,365 |

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Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments enhance the transparency and decision usefulness of income tax disclosures by requiring additional information about the effective tax rate reconciliation and income taxes paid by jurisdiction. The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted this guidance on January 1, 2025. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In March 2024, the Financial Accounting Standards Board issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. The amendments remove references to certain Concepts Statements and make other minor technical corrections to the Codification. The Company adopted this guidance during fiscal year 2025, and the adoption did not have a material impact on its consolidated financial statements.

In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires public entities to disclose additional information about specific expense categories presented in the income statement, including purchases of inventory, employee compensation, depreciation, and amortization. The amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim periods thereafter. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statement disclosures.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use. ASU 2025-06 will be effective for the Company in its first quarter of 2029, and early adoption is permitted. The Company is currently evaluating the timing and method of its adoption of ASU 2025-06.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

46
Table of Contents

Item 8. Financial Statements and Supplementary Data

|  | New York Office: 805 Third Avenue New York, NY 10022 www.rbsmllp.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the

Board of Directors of

Cosmos Health, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Cosmos Health, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flow for the year ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ RBSM LLP

We have served as the Company’s auditor since 2024.

New York, NY

April 15, 2026

PCAOB ID Number 587

New York, NY Washington DC Mumbai & Pune, India Boca Raton, FL

Houston, TX San Francisco, CA Las Vegas, NV Beijing, China Athens, Greece

Member: ANTEA International with affiliated offices worldwide

F-1

COSMOS HEALTH INC.
CONSOLIDATED BALANCE SHEETS

|  | December 31, 2025 |  |  | December 31, 2024 |
ASSETS |  |  |  |  |  |
CURRENT ASSETS: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 715,674 |  |  | $ | 315,105 |
Restricted cash |  |  | 2,744,219 |  |  |  | - |
Accounts receivable, net |  |  | 19,628,825 |  |  |  | 13,478,263 |
Accounts receivable - related party |  |  | 2,443,975 |  |  |  | 1,230,308 |
Marketable securities |  |  | 46,158 |  |  |  | 21,148 |
Inventory |  |  | 5,778,142 |  |  |  | 4,355,365 |
Loans receivable |  |  | 487,638 |  |  |  | 614,473 |
Loans receivable - related party |  |  | - |  |  |  | 557,473 |
Prepaid expenses and other current assets |  |  | 2,007,442 |  |  |  | 1,310,388 |
Prepaid expenses and other current assets - related party |  |  | 4,536,183 |  |  |  | 3,578,825 |
TOTAL CURRENT ASSETS |  |  | 38,388,256 |  |  |  | 25,461,347 |
Property and equipment, net |  |  | 10,578,858 |  |  |  | 9,689,505 |
Goodwill and intangible assets, net |  |  | 7,569,695 |  |  |  | 7,756,534 |
Digital assets |  |  | 1,411,084 |  |  |  | - |
Loans receivable - long term portion |  |  | 3,146,201 |  |  |  | 2,876,523 |
Loans receivable - related party - long term |  |  | - |  |  |  | 2,898,280 |
Operating lease right-of-use asset |  |  | 596,779 |  |  |  | 696,166 |
Financing lease right-of-use asset |  |  | 3,831 |  |  |  | 13,607 |
Advances for building's acquisition |  |  | 600,000 |  |  |  | 2,000,020 |
Other assets |  |  | 1,539,774 |  |  |  | 1,108,484 |
Other assets - related party |  |  | 1,643,040 |  |  |  | 1,811,425 |
TOTAL ASSETS |  | $ | 65,477,518 |  |  | $ | 54,311,892 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |
CURRENT LIABILITIES: |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 14,624,006 |  |  | $ | 11,157,658 |
Accounts payable and accrued expenses - related party |  |  | 2,002,470 |  |  |  | 1,269,403 |
Accrued interest |  |  | 786,497 |  |  |  | 221,820 |
Lines of credit |  |  | 9,177,684 |  |  |  | 6,985,052 |
Notes payable |  |  | 2,191,274 |  |  |  | 2,548,480 |
Notes payable - related party |  |  | 11,971 |  |  |  | 10,558 |
Loans payable - related party |  |  | - |  |  |  | 6,194 |
Convertible notes payable |  |  | 2,137,804 |  |  |  | - |
Derivative liability - convertible note |  |  | 1,292,198 |  |  |  | - |
Operating lease liability, current portion |  |  | 222,115 |  |  |  | 196,718 |
Financing lease liability, current portion |  |  | 3,854 |  |  |  | 11,484 |
Other current liabilities |  |  | 5,821,971 |  |  |  | 3,350,173 |
TOTAL CURRENT LIABILITIES |  |  | 38,271,844 |  |  |  | 25,757,540 |
Notes payable - long term portion |  |  | 1,584,063 |  |  |  | 1,560,433 |
Convertible notes payable - long term portion |  |  | 4,267,774 |  |  |  | - |
Operating lease liability, net of current portion |  |  | 373,473 |  |  |  | 498,398 |
Financing lease liability, net of current portion |  |  | - |  |  |  | 3,399 |
Other liabilities |  |  | 2,555,735 |  |  |  | 1,959,193 |
TOTAL LIABILITIES |  |  | 47,052,889 |  |  |  | 29,778,963 |
Commitments and Contingencies (see Note 14) |  |  | - |  |  |  | - |
STOCKHOLDERS' EQUITY: |  |  |  |  |  |  |  |
Common stock, $0.001 par value;1,500,000,000 shares authorized; 41,153,809 and 23,689,135 shares issued and 41,067,312 and 23,602,638 outstanding as of December 31, 2025 and December 31, 2024, respectively |  |  | 41,154 |  |  |  | 23,689 |
Additional paid-in capital |  |  | 152,136,404 |  |  |  | 141,583,625 |
Subscription receivable |  |  | - |  |  |  | (20 | )
Treasury stock, at cost, 86,497 shares as of December 31, 2025 and December 31, 2024 |  |  | (917,159 | ) |  |  | (917,159 | )
Accumulated deficit |  |  | (133,167,273 | ) |  |  | (114,022,275 | )
Accumulated other comprehensive income/(loss) |  |  | 331,503 |  |  |  | (2,134,931 | )
TOTAL STOCKHOLDERS' EQUITY |  |  | 18,424,629 |  |  |  | 24,532,929 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |  | $ | 65,477,518 |  |  | $ | 54,311,892 |

The accompanying notes are an integral part of these consolidated financial statements.

F-2

COSMOS HEALTH INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|  | Twelve months ended December 31, |
|  | 2025 |  |  | 2024 |
REVENUE |  | $ | 65,271,815 |  |  | $ | 54,426,402 |
COST OF GOODS SOLD |  |  | 57,376,240 |  |  |  | 50,115,079 |
GROSS PROFIT |  |  | 7,895,575 |  |  |  | 4,311,323 |
OPERATING EXPENSES |  |  |  |  |  |  |  |
General and administrative expenses |  |  | 15,619,160 |  |  |  | 11,733,237 |
Salaries and wages |  |  | 6,778,278 |  |  |  | 5,693,436 |
Sales and marketing expenses |  |  | 150,240 |  |  |  | 354,969 |
Research and development costs |  |  | 519,363 |  |  |  | 533,293 |
Impairment Charges |  |  | 162,785 |  |  |  | 291,980 |
Depreciation and amortization expense |  |  | 1,369,353 |  |  |  | 1,249,238 |
TOTAL OPERATING EXPENSES |  |  | 24,599,179 |  |  |  | 19,856,153 |
LOSS FROM OPERATIONS |  |  | (16,703,604 | ) |  |  | (15,544,830 | )
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |
Other income (expense), net |  |  | (233,443 | ) |  |  | 86,737 |
Interest expense |  |  | (1,899,872 | ) |  |  | (1,012,314 | )
Interest income |  |  | 396,413 |  |  |  | 406,449 |
Gain on equity investments, net |  |  | 21,368 |  |  |  | 2,470 |
Gain on extinguishment of debt |  |  | 68,610 |  |  |  | - |
Non-cash interest expense |  |  | (722,763 | ) |  |  | - |
Change in fair value of derivative liability |  |  | 1,525,020 |  |  |  | - |
Unrealized loss on digital assets |  |  | (588,916 | ) |  |  | - |
Change in fair value of convertible notes |  |  | (1,347,658 | ) |  |  | - |
Foreign currency translation, net |  |  | 339,847 |  |  |  | (121,530 | )
TOTAL OTHER INCOME (EXPENSE), NET |  |  | (2,441,394 | ) |  |  | (638,188 | )
LOSS BEFORE INCOME TAXES |  |  | (19,144,998 | ) |  |  | (16,183,018 | )
INCOME TAX EXPENSE |  |  | - |  |  |  | - |
NET LOSS |  |  | (19,144,998 | ) |  |  | (16,183,018 | )
Deemed dividend on issuance of warrants |  |  | - |  |  |  | (6,185,231 | )
Deemed dividend on warrant exchange/modification |  |  | - |  |  |  | (9,793 | )
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS |  |  | (19,144,998 | ) |  |  | (22,378,042 | )
OTHER COMPREHENSIVE INCOME (LOSS) |  |  |  |  |  |  |  |
Foreign currency translation adjustment, net |  |  | 2,466,434 |  |  |  | (1,715,087 | )
TOTAL COMPREHENSIVE LOSS |  | $ | (16,678,564 | ) |  | $ | (24,093,129 | )
BASIC NET LOSS PER SHARE |  | $ | (0.63 | ) |  | $ | (1.17 | )
DILUTED NET LOSS PER SHARE |  | $ | (0.63 | ) |  | $ | (1.17 | )
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |  |  |  |  |  |  |  |
Basic |  |  | 30,289,072 |  |  |  | 19,147,726 |
Diluted |  |  | 30,289,072 |  |  |  | 19,147,726 |

The accompanying notes are an integral part of these consolidated financial statements.

F-3

COSMOS HEALTH INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Other |  |  | Total |
|  | Common Stock |  |  | Additional |  |  | Subscription |  |  | Treasury Stock |  |  | Accumulated |  |  | Comprehensive |  |  | Stockholders' |
|  | No. of Shares |  |  | Value |  |  | Paid-in Capital |  |  | Receivable |  |  | No. of Shares |  |  | Value |  |  | Deficit |  |  | Loss |  |  | Equity |
Balance at January 1, 2024 |  |  | 15,982,472 |  |  | $ | 15,983 |  |  | $ | 129,008,301 |  |  | $ | (20 | ) |  |  | 86,497 |  |  | $ | (917,159 | ) |  | $ | (91,644,233 | ) |  | $ | (419,844 | ) |  | $ | 36,043,028 |
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,715,087 | ) |  |  | (1,715,087 | )
Proceeds from sale of common stock, net of financing fees of $19,467 |  |  | 901,488 |  |  |  | 901 |  |  |  | 628,525 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 629,426 |
Shares issued in lieu of cash |  |  | 2,500,000 |  |  |  | 2,500 |  |  |  | 692,905 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 695,405 |
Shares issued pursuant to warrant exchange agreement |  |  | 950,063 |  |  |  | 950 |  |  |  | (950 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Stock-based compensation |  |  | 680,000 |  |  |  | 680 |  |  |  | 993,627 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 994,307 |
Proceeds from exercise of warrants, net of financing fees of $372,109 |  |  | 2,332,000 |  |  |  | 2,332 |  |  |  | 3,866,536 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,868,868 |
Deemed dividend on warrant inducement |  |  | - |  |  |  | - |  |  |  | 6,195,024 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (6,195,024 | ) |  |  | - |  |  |  | - |
Debt exchanges |  |  | 343,112 |  |  |  | 343 |  |  |  | 199,657 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 200,000 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (16,183,018 | ) |  |  | - |  |  |  | (16,183,018 | )
Balance at December 31, 2024 |  |  | 23,689,135 |  |  | $ | 23,689 |  |  | $ | 141,583,625 |  |  | $ | (20 | ) |  |  | 86,497 |  |  | $ | (917,159 | ) |  | $ | (114,022,275 | ) |  | $ | (2,134,931 | ) |  | $ | 24,532,929 |

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Other |  |  | Total |
|  | Common Stock |  |  | Additional |  |  | Subscription |  |  | Treasury Stock |  |  | Accumulated |  |  | Comprehensive |  |  | Stockholders' |
|  | No. of Shares |  |  | Value |  |  | Paid-in Capital |  |  | Receivable |  |  | No. of Shares |  |  | Value |  |  | Deficit |  |  | Loss |  |  | Equity |
Balance at January 1, 2025 |  |  | 23,689,135 |  |  | $ | 23,689 |  |  | $ | 141,583,625 |  |  | $ | (20 | ) |  |  | 86,497 |  |  | $ | (917,159 | ) |  | $ | (114,022,275 | ) |  | $ | (2,134,931 | ) |  | $ | 24,532,929 |
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,466,434 |  |  |  | 2,466,434 |
Shares issued pursuant to warrant exchange agreement |  |  | 2,542,126 |  |  |  | 2,542 |  |  |  | (2,542 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Stock-based compensation - consultants |  |  | 859,549 |  |  |  | 860 |  |  |  | 1,046,532 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,047,392 |
Stock-based compensation - employees |  |  | 2,350,000 |  |  |  | 2,350 |  |  |  | 1,262,500 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,264,850 |
Debt exchanges |  |  | 4,106,226 |  |  |  | 4,106 |  |  |  | 1,962,661 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,966,767 |
Common stock issued as commitment shares to convertible noteholder |  |  | 326,087 |  |  |  | 326 |  |  |  | 155,870 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 156,196 |
Common stock issued as incentive shares to convertible noteholder |  |  | 500,000 |  |  |  | 500 |  |  |  | 438,500 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 439,000 |
Proceeds from issuance of common stock, net of issuance costs |  |  | 5,997,256 |  |  |  | 5,997 |  |  |  | 5,248,877 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,254,874 |
Conversion of convertible debt into common stock |  |  | 783,430 |  |  |  | 784 |  |  |  | 440,381 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 441,165 |
Write-off of Stock Subscription Receivable |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 20 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 20 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (19,144,998 | ) |  |  | - |  |  |  | (19,144,998 | )
Balance at December 31, 2025 |  |  | 41,153,809 |  |  | $ | 41,154 |  |  | $ | 152,136,404 |  |  | $ | - |  |  |  | 86,497 |  |  | $ | (917,159 | ) |  | $ | (133,167,273 | ) |  | $ | 331,503 |  |  | $ | 18,424,629 |

The accompanying notes are an integral part of these consolidated financial statements.

F-4

COSMOS HEALTH INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

|  | Twelve Months Ended December 31, |
|  | 2025 |  |  | 2024 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |
Net Loss |  | $ | (19,144,998 | ) |  | $ | (16,183,018 | )
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: |  |  |  |  |  |  |  |
Depreciation and amortization expense |  |  | 1,361,064 |  |  |  | 1,219,355 |
Amortization of right-of-use assets |  |  | 8,289 |  |  |  | 29,883 |
Bad debt expense |  |  | 5,882,393 |  |  |  | 4,638,555 |
Impairment charges |  |  | 162,785 |  |  |  | 454,280 |
Change in fair value of derivative liability |  |  | (1,525,020 | ) |  |  | - |
Unrealized loss on crypto assets |  |  | 588,916 |  |  |  | - |
Lease expense |  |  | 264,677 |  |  |  | 286,765 |
Interest on finance leases |  |  | 528 |  |  |  | 2,066 |
Stock based compensation |  |  | 2,312,241 |  |  |  | 1,689,712 |
Deferred income taxes |  |  | 22,722 |  |  |  | (11,843 | )
Non-cash financing expense |  |  | 722,763 |  |  |  | - |
Change in fair value of convertible notes |  |  | 1,347,658 |  |  |  | - |
Gain on net change in fair value of equity investments |  |  | (21,368 | ) |  |  | (2,470 | )
Gain on conversion of debt |  |  | (68,609 | ) |  |  | - |
Revenue reversals |  |  | 464,610 |  |  |  | - |
Actuarial gains/(losses) |  |  | (48,335 | ) |  |  | - |
Changes in assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable, net |  |  | (4,939,952 | ) |  |  | 1,367,136 |
Accounts receivable - related party |  |  | (1,169,856 | ) |  |  | (136,028 | )
Inventory |  |  | (829,975 | ) |  |  | 146,451 |
Prepaid expenses and other current assets |  |  | (560,891 | ) |  |  | (1,320,365 | )
Prepaid expenses and other current assets - related party |  |  | (332,399 | ) |  |  | (1,191,096 | )
Accounts payable and accrued expenses |  |  | 2,041,169 |  |  |  | (205,791 | )
Accounts payable and accrued expenses - related party |  |  | 2,426,867 |  |  |  | 1,252,340 |
Accrued interest |  |  | 545,030 |  |  |  | 69,070 |
Lease liabilities |  |  | (265,148 | ) |  |  | (285,945 | )
Other current liabilities |  |  | 1,956,366 |  |  |  | 141,204 |
Other liabilities |  |  | 350,859 |  |  |  | 322,705 |
NET CASH USED IN OPERATING ACTIVITIES |  |  | (8,447,614 | ) |  |  | (7,717,034 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from loan receivable |  |  | 137,963 |  |  |  | 468,974 |
Purchase of digital assets |  |  | (2,000,000 | ) |  |  | - |
Purchase of intangible assets |  |  | (97,143 | ) |  |  | (849,168 | )
Purchase of property and equipment |  |  | (55,675 | ) |  |  | (418,075 | )
NET CASH USED IN INVESTING ACTIVITIES |  |  | (2,014,855 | ) |  |  | (798,269 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from convertible note payable |  |  | 9,839,347 |  |  |  | - |
Payment of note payable |  |  | (1,882,080 | ) |  |  | (1,092,121 | )
Proceeds from note payable |  |  | 1,316,435 |  |  |  | 865,600 |
Payment of related party loan |  |  | (6,766 | ) |  |  | (25,968 | )
Proceeds from related party loan |  |  | - |  |  |  | 19,476 |
Payment of lines of credit |  |  | (26,697,110 | ) |  |  | (25,123,635 | )
Proceeds from lines of credit |  |  | 27,909,048 |  |  |  | 25,939,953 |
Proceeds from the sale of common stock |  |  | 5,417,396 |  |  |  | 649,039 |
Proceeds from the exercise of warrants |  |  | - |  |  |  | 4,240,977 |
Payments of financing fees |  |  | (1,830,470 | ) |  |  | (391,575 | )
Payments of finance lease liability |  |  | (9,709 | ) |  |  | (35,062 | )
NET CASH PROVIDED BY FINANCING ACTIVITIES |  |  | 14,056,091 |  |  |  | 5,046,684 |
Effect of exchange rate changes on cash |  |  | (448,834 | ) |  |  | (49,471 | )
NET CHANGE IN CASH |  |  | 3,144,788 |  |  |  | (3,518,090 | )
CASH AND RESTRCITED CASH AT BEGINNING OF YEAR |  |  | 315,105 |  |  |  | 3,833,195 |
CASH AND RESTRICTED CASH AT END OF YEAR |  | $ | 3,459,893 |  |  | $ | 315,105 |

F-5

Cash and Restricted Cash Reconciliation |  |  |  |  |  |
Description |  | December 31, 2025 |  |  | December 31, 2024 |
Cash |  |  | 715,674 |  |  |  | 315,105 |
Restricted Cash |  |  | 2,744,219 |  |  |  | - |
Total Cash and Restricted Cash |  |  | 3,459,893 |  |  |  | 315,105 |
Supplemental Disclosure of Cash Flow Information |  |  |  |  |  |  |  |
Cash paid during the year: |  |  |  |  |  |  |  |
Interest |  | $ | 947,139 |  |  | $ | 704,839 |
Income tax |  | $ | - |  |  | $ | - |
Supplemental Disclosure of Non-Cash Investing and Financing Activities |  |  |  |  |  |  |  |
Debt discount on convertible notes |  | $ | (2,817,218 | ) |  | $ | - |
Derivative recorded |  | $ | 2,817,218 |  |  | $ | - |
Closing of acquisition of Cloudscreen |  | $ | - |  |  | $ | 637,080 |
Deemed dividend upon warrant exchange |  | $ | - |  |  | $ | 6,195,024 |
Common stock issued for convertible notes payable |  | $ | 441,164 |  |  |  | - |
Common stock issued for notes payable |  | $ | 224,791 |  |  |  | - |
Common stock issued in exchange for debt |  | $ | 1,741,978 |  |  | $ | - |
Common stock issued to employees |  | $ | 1,208,070 |  |  | $ | 695,405 |
Common stock issued to consultants |  | $ | 1,104,172 |  |  | $ | 994,160 |

The accompanying notes are an integral part of these consolidated financial statements.

F-6

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Cosmos Health Inc. and its subsidiaries (Nasdaq: COSM), (“us”, “we”, the “Group”, or the “Company”) are an international healthcare group headquartered in Thessaloniki, Greece. The Group is engaged in the nutraceuticals sector through its own proprietary lines of products “Sky Premium Life” and “Mediterranation”. The Company is operating in the pharmaceutical sector as well, through the provision of a broad line of branded generics and OTC medications. In addition, the Group is involved in the healthcare distribution sector through its subsidiaries in Greece and the UK, serving retail pharmacies and wholesale distributors. The Company is strategically focusing on the research and development (“R&D”) of novel patented nutraceuticals and specialized root extracts as well as on the R&D of proprietary complex generics and innovative OTC products. The Company has developed a global distribution platform and is currently expanding throughout Europe, Asia, the UAE and North America. The Company has offices and distribution centers in Thessaloniki and Athens, Greece and Harlow, UK.

The Company was incorporated in the State of Nevada under the name Prime Estates and Developments, Inc. on July 21, 2009. On November 14, 2013, we changed our name to Cosmos Holdings Inc., and on November 29, 2022, we changed our name to Cosmos Health Inc. Through its acquisition of Amplerissimo Ltd, on September 27, 2013, the Company changed its principal activities into trading of products, providing representation, and provision of consulting services to various sectors. On August 1, 2014, the Company formed SkyPharm S.A., a Greek Company (“SkyPharm”), a subsidiary that used to focus on the trading, sourcing and export of nutraceutical and pharmaceutical products. In February 2017, the Company acquired Decahedron Ltd., a UK Company (“Decahedron”) which is a fully licensed second-generation wholesaler specializing in imports and exports of generics and OTC pharmaceutical products within the EEA (European Economic Area) and distributor of Sky Premium Life nutraceutical products in the UK. On December 19, 2018, the Company acquired Cosmofarm S.A. (“Cosmofarm”), a pharmaceutical wholesaler specializing in the distribution and export of pharmaceutical products through its extensive pharmacies network. On April 3, 2023, the Company completed the acquisition of ZipDoctor Inc. (“ZipDoctor”), a telehealth company, a direct-to-consumer subscription-based telemedicine platform. On June 30, 2023, the Company acquired Laboratories Holdings (Cyprus) Limited (“Cana”), which wholly owned an operating subsidiary, Pharmaceutical Laboratories Cana S.A. (“Cana SA”), a Greek pharmaceutical company that manufactures, sells, distributes, and markets original branded products researched and developed by leading global pharmaceutical and healthcare companies.

Acquisition Accounting

Cloudscreen

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI) powered platform. The acquisition is pursuant to the purchase agreement executed on October 9, 2023. Cloudscreen is a multimodal platform specialized in drug repurposing, a process that involves uncovering new target proteins or indications for existing drugs for use in treating different diseases. The total purchase price amounted to $637,080 and consisted of 280,000 shares of common stock with a fair value of $319,200 and an amount of $317,880 to be settled in cash during 2025 based on the Promissory Note signed on October 10, 2023. The Company accounted for the acquisition as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”) and recorded $637,080 as “Other assets” related to the technology platform acquired. The total amount was reclassified to “Goodwill and intangible assets, net” in January 2024 with the closing of the agreement (refer to Note 20).

ZipDoctor

On April 3, 2023, the Company completed the acquisition of ZipDoctor Inc. (“ZipDoctor”), a telehealth company for a total sum of $150,000 in cash and $8,788 in fees. The Company accounted for the acquisition as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”) and recorded $158,788 as an intangible asset related to the technology platform acquired.

During the year ended December 31, 2024, the Company recognized an impairment charge of $131,032 related to the technology platform. This decision followed management’s assessment that the asset’s recoverability was no longer supportable due to changes in market conditions and a shift in strategic priorities. Specifically, the telehealth platform was no longer in use and did not generate revenues, as the Company elected not to focus on the telehealth business segment. As a result, the unamortized balance of the intangible asset was effectively written off. The impairment charge is recorded within “Other income (expense), net” in the Consolidated Statement of Operations for the year ended December 31, 2024.

Bikas

On June 15, 2023, Cosmos Health Inc. entered into an Assignment and Assumption Agreement (the “Agreement”) with Ioannis Bikas O.E., a Greek company (“Bikas”). Bikas owns a pharmaceutical distribution network in Greece and agreed to sell to the Company its distribution network and customer base. The purchase price for the network consisted of €100,000 ($109,330) in cash and €300,000 ($316,081) in the Company’s common stock. In connection with the transaction, the Company issued 99,710 shares of its common stock, based on the fair value of the Company’s stock on the acquisition date. The Company accounted for the transaction as an asset acquisition in accordance with ASC 805 Business Combinations and recorded $425,411 as an intangible asset related to the acquired customer base, which is amortized over its useful life of 10 years. The acquired customer base is subject to annual impairment testing in accordance with ASC 350 Intangibles—Goodwill and Other, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. For the year ended December 31, 2025, the Company performed its annual impairment assessment and determined that no indicators of impairment existed, and accordingly no impairment loss was recognized.

F-7

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Buildings Acquisitions

On April 24, 2023, Cosmos Health Inc. purchased a building for a total purchase price of $1,054,872 in cash. The Company accounted for the acquisition as an asset acquisition in accordance with ASC 805 Business Combinations and recorded the cost of the building within “Property, plant and equipment” on the consolidated balance sheets. The building is used as the operational facilities of the Company’s subsidiary Cosmofarm S.A., which operates as a pharmaceutical wholesaler in Greece.

On January 6, 2023, the Company entered into an agreement to purchase land and a building located at 1570 rue Richardson, Montreal, Quebec, Canada from 4423607 Canada Inc. (the "Seller") for a total purchase price of $3,950,000. The agreement was subsequently amended on July 19, 2023, February 9, 2024, and December 31, 2024. As of December 31, 2024, the Company had made prepayments totaling $2,000,020, classified as "Advances for building acquisition" on the Company's consolidated balance sheets.

As the parties were unable to progress toward completion of the transaction, the Company determined that recovery of the advances would occur through repayment rather than through closing of the purchase and sale. During the year ended December 31, 2025, management assessed the recoverability of these advances and recorded a provision of $1,400,020, representing the portion of the advances for which no repayment had been received as of the filing date of this Annual Report. The remaining $600,000 was not impaired as the Company received full repayment of that amount from the Seller prior to filing.

Subsequent to December 31, 2025, on March 17, 2026, the Seller provided a formal, signed repayment commitment letter confirming that the full outstanding balance of the advances will be repaid to the Company according to the following schedule:

| · | On or before April 10, 2026: USD $600,000 – received
| · | On or before December 31, 2026: USD $600,000
| · | On or before March 31, 2027: Remaining outstanding balance

Going Concern

The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which contemplates the continuation of the Company as a going concern.

For the year ended December 31, 2025, the Company had revenue of $65,271,815, a net loss of $19,144,998, and net cash used in operations of $8,447,614. Additionally, as of December 31, 2025, the Company had cash and cash equivalents of $715,674 and restricted cash of $2,744,219, the latter designated for the purchase of digital assets (Ethereum) pursuant to the Convertible Note Agreement dated August 5, 2025. The Company had positive working capital of $116,412, an accumulated deficit of $133,167,273, and stockholders' equity of $18,424,629.

The Company's revenues are not able to sustain its operations, and concerns exist regarding the Company's ability to meet its obligations as they become due. The Company is subject to a number of risks similar to those of smaller commercial companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the need to obtain additional capital, competition from larger companies, and other pharmaceutical and health care companies.

Management evaluated the above conditions which raise substantial doubt about the Company's ability to continue as a going concern to determine if it can meet its obligations for the subsequent 12 months from the date of this filing. Management considered its ability to access future capital, curtail expenses if needed, expand product lines, and acquire new products. Management's plans include expansion of brand name products to the market, expanding the current product portfolio, and evaluating acquisition targets to expand distribution. The exclusive distribution agreement signed for its Sky Premium Life products in the United Arab Emirates ("UAE") and the significant orders already received are expected to substantially strengthen its operating cash flow. Furthermore, the Company intends to vertically integrate its supply chain distribution network.

F-8

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

With respect to capital markets activities, the Company has undertaken and intends to continue pursuing the following initiatives:

| · | ATM Sales Program: During the period from September 22 to December 31, 2025, the Company issued an aggregate of 5,997,256 shares of its common stock under its At-the-Market ("ATM") sales program, pursuant to the Company's Shelf Registration Statement on Form S-3 (File No. 333-267550), for gross proceeds of $5,417,396 and net proceeds of $5,254,875, after deducting underwriter commissions and other offering expenses. The Company intends to continue utilizing the ATM program as a source of ongoing equity capital as market conditions permit.
| · | ATW Convertible Note Facility: On August 5, 2025, the Company entered into a Securities Purchase Agreement for the issuance of up to $300 million of senior secured convertible promissory notes, with an initial closing of $8 million completed on August 6, 2025. The proceeds are primarily intended for digital asset acquisition and working capital. While the Company does not currently intend to draw additional tranches, it may pursue subsequent closings of up to $292 million available under this facility in the event additional capital needs arise, subject to the satisfaction of certain conditions.
| · | New Shelf Registration Statement: On November 7, 2025, the Company filed a new Registration Statement on Form S-3 (the "New S-3") with the Securities and Exchange Commission, pursuant to which the Company registered up to $200,000,000 of securities, including shares of common stock, preferred stock, warrants, units, and subscription rights, on a shelf basis. The New S-3 was filed as a replacement registration statement pursuant to Rule 415(a)(6) under the Securities Act, with respect to securities remaining unsold under the Prior Registration Statement (File No. 333-267550). The Company intends to utilize the New S-3 to raise additional equity capital as and when needed, subject to the registration statement becoming effective.

Management's plans also include postponing certain debt repayments through achieving favorable amendments to its debt facilities and making substantial efforts to secure additional debt financing. Additionally, the Company's management is considering postponing certain repayments to suppliers and creditors as necessary.

However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations.

Considering the above, management is of the view that substantial doubt exists for the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

F-9

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP.

Principles of Consolidation

Our consolidated accounts include our accounts and the accounts of our wholly owned subsidiaries, SkyPharm S.A., Decahedron Ltd., Cosmofarm S.A., Cana Laboratories Holding (Cyprus) Limited and ZipDoctor Inc. The Group’s financial statements are prepared in accordance with U.S. GAAP. The consolidated financial statements reflect the consolidation of all entities in which the Company has control, as determined by the ability to direct the activities that significantly affect the entities’ economic performance. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-10

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Effects of the Conflict in Ukraine and the Middle East, including Iran and Other Geopolitical Tensions

In February 2022, Russian military forces initiated a large-scale invasion of Ukraine. The conflict has continued and has resulted in significant geopolitical instability, economic sanctions, supply chain disruptions, and volatility in global financial and commodity markets. The duration and broader consequences of the conflict remain uncertain.

The Company does not conduct commercial operations in Russia or Ukraine and has no direct customers, suppliers, or distribution activities in those jurisdictions. Accordingly, as of the date of issuance of this Annual Report on Form 10-K, management is not aware of any specific event or circumstance related to the conflict that would require a revision to the Company’s estimates or judgments or a material adjustment to the carrying values of its assets or liabilities.

Ongoing military conflicts and heightened geopolitical tensions in the Middle East, particularly involving Iran and the Strait of Hormuz, have increased volatility in global energy markets and created risks of supply chain disruptions, which may materially impact our operating results and financial condition. While our primary operations are based in Greece, we maintain export activities in the United Arab Emirates and rely, to a limited extent, on international suppliers. Accordingly, any escalation in the region could adversely affect transportation costs, logistics, and demand in certain export markets; however, based on currently available information, we do not expect a material direct impact on our core operations.

However, the conflict and related sanctions, as well as broader geopolitical developments, could indirectly affect the global economy, financial markets, supply chains, transportation costs, and the availability and pricing of raw materials, pharmaceuticals, and medical products. Such developments could have an adverse impact on our operations, results of operations, and financial condition.

In addition, geopolitical tensions in other regions, including the Middle East and tensions involving Iran, have increased volatility in global energy markets and international trade routes. Escalation of such conflicts or the imposition of additional sanctions, trade restrictions, or government actions could adversely affect global economic conditions, disrupt supply chains, increase transportation and energy costs, or otherwise impact the markets in which we operate.

Although more than 90% of the Company’s operations are conducted in Greece, our business is part of the broader global pharmaceutical and healthcare supply chain. As a result, geopolitical developments outside our primary markets may indirectly affect our suppliers, logistics providers, customers, and the availability and pricing of pharmaceutical products and medical supplies.

Management continues to monitor geopolitical developments and assess their potential impact on the Company’s operations, financial position, and liquidity. At this time, the Company has not identified any material direct impacts; however, the situation remains dynamic and future developments could have a material adverse effect on our business, results of operations, financial condition, or cash flows.

Credit Losses

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326), which introduced the Current Expected Credit Loss (“CECL”) model for estimating credit losses on financial assets measured at amortized cost. The Company adopted ASC 326 effective January 1, 2023. Adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

F-11

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The Company is exposed to credit risk primarily through trade receivables and certain other financial assets. The Company estimates expected credit losses using a lifetime loss model that incorporates historical experience, external market data, current conditions, and reasonable and supportable forecasts. Customer balances that are significant or that relate to counterparties with material commercial relationships, specific contractual payment terms, or other unique credit characteristics are evaluated individually for collectability. These receivables are assessed based on factors including aging, historical payment behavior, collection activity, contractual arrangements, and subsequent cash receipts, and are excluded from the pooled aging analysis when appropriate. The remaining portfolio is assessed on a pooled basis using an aging-based loss-rate methodology derived from a probability of default (“PD”) and loss given default (“LGD”) framework calibrated to external sector data and adjusted for current economic conditions. Under this methodology, expected loss rates are applied by aging category as follows: 0.40% for receivables aged 0–30 days, 0.60% for receivables aged 31–60 days, 1.00% for receivables aged 61–90 days, 2.00% for receivables aged 91–180 days, and 6.00% for receivables aged 181–360 days. Receivables outstanding for more than 360 days are generally reserved at 30%, unless supported by evidence of recoverability, and balances outstanding for more than two years are reserved at 50%.

The allowance for expected credit losses is reassessed quarterly and recorded through earnings within general and administrative expenses. Receivables are written off when they are deemed uncollectible, and subsequent recoveries are recorded as reversals of the allowance.

Foreign Currency Translation and Other Comprehensive Loss

The functional currency of the Company’s subsidiaries is the Euro and British Pound. For financial reporting purposes, both the Euro (“EUR”) and British Pound (“GBP”) have been translated into United States dollars ($ and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss)”. Gains and losses resulting from foreign currency transactions are included in the statements of operations and comprehensive loss as other comprehensive loss. There have been no significant fluctuations in the exchange rate for the conversion of EUR or GBP to USD after the balance sheet date.

Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred.

F-12

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

As of December 31, 2025, and 2024, the exchange rates used to translate amounts in Euros into USD and British Pounds into USD for the purposes of preparing the consolidated financial statements were as follows:

|  | December 31, 2025 |  |  | December 31, 2024 |
Exchange rate on balance sheet dates |  |  |  |  |  |
EUR: USD exchange rate |  |  | 1.1736 |  |  |  | 1.0351 |
GBP: USD exchange rate |  |  | 1.3447 |  |  |  | 1.2521 |
Average exchange rate for the period |  |  |  |  |  |  |  |
EUR: USD exchange rate |  |  | 1.1306 |  |  |  | 1.0820 |
GBP: USD exchange rate |  |  | 1.3191 |  |  |  | 1.2781 |

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2025, and December 31, 2024, there were no cash equivalents.

The Company maintains bank accounts in the United States denominated in U.S. Dollars, in Greece denominated in EUR, U.S. Dollars and GBP (British Pounds Sterling), and in Bulgaria denominated in EUR. The Company also maintains bank accounts in the UK, denominated in EUR and GBP (British Pounds Sterling). As of December 31, 2025 and 2024, the aggregate amount in these foreign accounts were $67,763 and $293,040, respectively. Additionally, as of December 31, 2025, and 2024, the Company had cash on hand in the amount of $15,412 and $15,067, respectively.

Reclassifications to Prior Year Financial Statements and Adjustments

Certain reclassifications may be made to prior period amounts to conform to the current year presentation. However, during the year ended December 31, 2025, no reclassifications were made to the Company’s previously reported financial statements for the year ended December 31, 2024.

Accounts Receivable & Allowance for Doubtful Accounts

Accounts receivable are stated at their net realizable value. The allowance for credit losses against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables’ portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of December 31, 2025 and 2024, the Company’s allowance for credit losses and doubtful accounts was $30,645,763 and $22,799,219, respectively. Below is the summary of changes in the allowance for doubtful accounts:

|  | December 31, 2025 |
Balance as of January 1, 2025 |  | $ | 22,799,219 |
Provisions for credit losses & doubtful accounts |  |  | 6,408,956 |
Reversals |  |  | (16,054 | )
Foreign exchange adjustments |  |  | 1,453,642 |
Balance as of December 31, 2025 |  | $ | 30,645,763 |

F-13

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Tax Receivables

The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in most of the countries in which it operates related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables. In observance of EU regulations for intra-EU cross-border sales, our subsidiaries in Greece, SkyPharm, CANA and Cosmofarm, do not charge VAT for sales to wholesale drug distributors registered in other European Union member states. As of December 31, 2025 and 2024, the Company had a VAT net receivable balance of $453,619 and $534,263 respectively, recorded in the consolidated balance sheets as “Prepaid expenses and other current assets”.

Inventories

Inventory is stated at the lower of cost or net realizable value using the weighted average method. Inventory consists primarily of finished goods and packaging materials, including packaged pharmaceutical products and the wrappers and containers in which they are sold. The Company maintains a periodic perpetual inventory system, under which inventory quantities and values are updated based on full physical counts performed at set intervals, rather than continuously after each purchase or sale. Inventory is replenished periodically to maintain optimum stock levels available for immediate shipment.

The Company writes down inventories to net realizable value based on physical condition, expiration date and current market conditions, as well as forecasted demand. The Company’s inventories are not highly susceptible to obsolescence. Many of the Company’s inventory items are eligible for return to our suppliers when pre-agreed product requirements, including, but not limited to, physical condition and expiration date, are not met. No significant judgments have been applied in estimating the selling price of our inventory.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the useful lives (except for leasehold improvements which are depreciated over the lesser of the lease term or the useful life) of the assets as follows:

|  | Estimated Useful Life |
Leasehold improvements and technical works |  |  | Lesser of lease term or 25 years |
Buildings |  |  | 25-30 years |
Vehicles |  |  | 6 years |
Machinery |  |  | 20 years |
Furniture, fixtures and equipment |  |  | 5–10 years |
Computers |  |  | 3 years |

Depreciation expense was $435,954 and $387,036 for the years ended December 31, 2025 and 2024, respectively.

F-14

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Property and Equipment additions

Property and Equipment additions are recognized as assets when it is probable that future economic benefits associated with the asset will flow to the entity and the cost of the asset can be measured reliably. Additions are initially measured at cost, which includes all costs directly attributable to bringing the asset to its working condition and location for its intended use. This may include purchase price, freight, installation, and any directly attributable professional fees. After initial recognition, additions are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated systematically over the estimated useful life of the asset. They are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount exceeds the recoverable amount, an impairment loss is recognized, and the carrying amount of the asset is adjusted accordingly. Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, including Property and Equipment additions, are capitalized as part of the cost of those assets.

Impairment of Long-Lived Assets

In accordance with ASC 360-10 Long-Lived Assets, property and equipment, as well as intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the asset’s fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

For the year ended December 31, 2025, the Company recorded an impairment charge of $162,785, which primarily relates to:

| · | one e-shop of the Company’s subsidiary, Cosmofarm S.A., which did not generate profits, and
| · | several generic pharmaceutical licenses owned by the Company’s subsidiary, CANA S.A., for which the Company does not intend to launch in the foreseeable future and for which future cash flows could not support the carrying amounts.

For the year ended December 31, 2024, the Company recorded an impairment charge of $291,980, which primarily related to a number of the Company’s branded pharmaceuticals purchased by Doc Pharma S.A. pursuant to the agreement signed on June 28, 2023, which the Company does not currently intend to launch in the market, and the write-off of the telehealth platform owned by the Company’s fully owned subsidiary, Zip Doctor Inc., which the Company does not currently utilize.

All impaired assets in 2024 and 2025 were included within “Goodwill and intangible assets, net” in the Company’s Consolidated Balance Sheets.

Goodwill and Intangibles, net

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company operates as a single reporting unit. Goodwill impairment is assessed by first determining whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If such a condition exists, the Company estimates the fair value of the reporting unit using Level 3 inputs and a discounted cash flow methodology. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates, and discount rates. Assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans, while discount rate assumptions are based on an assessment of the risk inherent in the reporting unit. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

On December 19, 2018, as a result of the acquisition of Cosmofarm, the Company recorded $49,697 of goodwill.

F-15

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Intangible assets with definite useful lives are recorded at cost and amortized on a straight-line basis over their estimated useful lives, which are generally five years for import/export licenses and ten years for pharmaceutical, nutraceutical, and software licenses, including customer bases. The Company evaluates the remaining useful lives annually and adjusts the amortization period prospectively if warranted; no revisions were made as of December 31, 2025.

Amortization expense was $925,110 and $793,836 for the years ended December 31, 2025 and 2024, respectively.

Equity Method Investment

For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. The Company records its share in the earnings of the investee and is included in “Equity earnings of affiliate” in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognizes an impairment loss to adjust the investment to its then current fair value.

Investments in Equity Securities

Investments in equity securities are accounted for at fair value with changes in fair value recognized in net income (loss). Equity securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Equity securities that are readily available for sale in current operations are reported as a component of current assets in the accompanying consolidated balance sheets. Equity securities that are not considered available for use in current operations would be reported as a component of long-term assets in the accompanying consolidated balance sheets. For equity securities with no readily determinable fair value, the Company elects a measurement alternative to fair value. Under this alternative, the Company measures the investments at cost, less any impairment, and adjusted for changes resulting from observable price changes in transactions for identical or similar investments of the investee. The election to use the measurement alternative is made for each eligible investment.

As of December 31, 2025, investments consisted of: (i) 3,000,000 shares of ICC International Cannabis Corp., which traded at a closing price of $0 per share or a value of $0, and (ii) 16,666 shares of National Bank of Greece, which traded at a closing price of $2.23 per share or value of $37,163. Additionally, the Company has $8,996 in equity securities of Pancreta Bank, which are revalued annually. See Note 2 for additional investments in equity securities.

Fair Value Measurement

The Company applies ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

F-16

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The following tables presents assets and liabilities that are measured and recognized at fair value as of December 31, 2025 and 2024, on a recurring basis:

|  | December 31, 2025 |  |  | Total Carrying |
Assets |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Value |
Marketable securities – National Bank of Greece |  | $ | 37,163 |  |  |  | - |  |  |  | - |  |  | $ | 37,163 |
Digital assets |  |  | 1,411,084 |  |  |  | - |  |  |  | - |  |  |  | 1,411,084 |
|  | $ | 1,448,247 |  |  |  |  |  |  |  |  |  |  | $ | 1,448,247 |

|  | December 31, 2025 |  |  | Total Carrying |
Liabilities |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Value |
Convertible notes payable |  | $ | - |  |  |  | - |  |  |  | 2,137,804 |  |  | $ | 2,137,804 |
Derivative liability - convertible note |  |  | - |  |  |  | - |  |  |  | 1,292,198 |  |  |  | 1,292,198 |
|  | $ | - |  |  |  | - |  |  |  | 3,430,002 |  |  | $ | 3,430,002 |

|  | December 31, 2024 |  |  | Total Carrying |
Assets |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Value |
Marketable securities – National Bank of Greece |  | $ | 13,214 |  |  |  | - |  |  |  | - |  |  | $ | 13,214 |
Digital assets |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
|  | $ | 13,214 |  |  |  |  |  |  |  |  |  |  | $ | 13,214 |

Digital assets consist of cryptocurrency holdings measured at fair value using quoted prices on active exchanges and are therefore classified as Level 1 (Note 20). For information regarding convertible notes and derivative liabilities measured at fair value, refer to Note 12 — Convertible Debt.

In addition, ASC 825-10-25, Fair Value Option ("ASC 825-10-25"), expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its qualifying financial instruments other than as described in Note 12 — Convertible Notes.

The Company's consolidated financial statements also include the following financial instruments as of December 31, 2025: cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable, and accrued expenses. The carrying value of these instruments approximates fair value due to their short-term nature. The Company's debt instruments, including notes payable, loans payable, and lines of credit, carry variable interest rates that reprice with market conditions; accordingly, their carrying values approximate fair value as of December 31, 2025 and 2024.

Derivative Instruments

Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value in accordance with ASC 815. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations.

F-17

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Customer Advances

The Company receives prepayments from certain customers for pharmaceutical products prior to those customers taking possession of the Company’s products. The Company records these receipts as current liabilities until it has met all the criteria for recognition of revenue including passing control of the products to its customer, at such point, the Company will reduce the customer advances balance and credit the Company’s revenues. As of December 31, 2025 and December 31, 2024 the Company had $912,331 and $363,708 included in “Other current liabilities” in the Company’s Consolidated Balance Sheets.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company uses a five-step model for recognizing revenue by applying the following steps:

| 1) | Identification of the Contract: The Company identifies a contract with a customer when it enters into an agreement that creates enforceable rights and obligations.
| 2) | Identification of Performance Obligations: The Company identifies distinct performance obligations within each contract, which represent promises to transfer goods or services to the customer.
| 3) | Determination of Transaction Price: The Company determines the transaction price, which represents the amount of consideration to which it expects to be entitled in exchange for transferring promised goods or services to the customer, excluding any amounts collected on behalf of third parties.
| 4) | Allocation of Transaction Price: The Company allocates the transaction price to each distinct performance obligation based on its standalone selling price. If the standalone selling price is not observable, the Company estimates it using an appropriate method.
| 5) | Recognition of Revenue: Revenue is recognized when (or as) the Company satisfies a performance obligation by transferring a promised good or service to the customer. This typically occurs at a point in time or over time, depending on the nature of the performance obligation.

Wholesale revenue and sales of own branded nutraceutical and pharmaceutical products

The Company has contracts or signed partnership forms (usual in the wholesale sector of the pharma industry) with its customers, stipulating the enforceable rights and obligations. The Company is responsible for transferring the goods to the customer’s location, which represents its sole performance obligation. Thus, the transaction price, which is predetermined in most of the products sold, is exclusively allocated to this performance obligation. Revenue is recognized at a single point in time, which is upon issuance of the corresponding sales invoice. The Company has assessed the impact of the items invoiced but not delivered to the customer’s location as of December 31, 2025 and 2024, and deemed that it had no material effect.

Pharma manufacturing

The Company has active contracts with its customers, stipulating the enforceable rights and obligations. The Company is responsible for the manufacturing and the packaging of specific products assigned by its customers, which represents its performance obligations to which the Company allocates the transaction price determined. The customers are responsible for providing the raw materials to the Company. Revenue is recognized over a period of time, which is during the production and packaging period of the respective products. As of December 31, 2025 and 2024 there were no products or batches of products for which the production or packaging phase was in progress.

F-18

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Medihelm SA

Commencing January 1, 2023, pursuant to the agreement with Medihelm S.A., the exclusive distributor of the Company’s proprietary nutraceutical line in Greece, the Company determined that the transaction price includes variable consideration and estimates the amount of revenue to be recognized subject to the constraint on variable consideration in accordance with ASC 606 Revenue from Contracts with Customers. The Company reassesses the collectability of receivables from the distributor at each reporting date and applies the expected value method to determine the amount of revenue that should be constrained.

Based on this assessment, the Company deferred $367,000 of revenue related to sales to Medihelm during the year ended December 31, 2024. Due to significantly limited sales activity with Medihelm and the substantial allowance for doubtful accounts recorded in prior periods, the Company determined that the cumulative revenue constraint was no longer necessary and reversed the $367,000, which was recorded in “Other income (expense), net” in the Consolidated Statements of Operations for the year ended December 31, 2024.

During 2025, Medihelm continued to represent a significant and concentrated trade receivable exposure for the Company across its subsidiaries SkyPharm S.A., Cosmofarm S.A., and Decahedron Ltd. Historical credit performance has been weak, with cumulative bad debt allowances recorded during 2023–2024 representing a substantial portion of the total historical gross exposure to the distributor. The commercial relationship with Medihelm encompasses multiple transaction streams, including sales of proprietary nutraceutical products through SkyPharm S.A., wholesale pharmaceutical sales through Cosmofarm S.A., and legacy receivables at Decahedron Ltd. arising from historical sales of personal protective equipment that predate 2020 and for which the underlying business relationship is no longer active. During 2025, the Company generated approximately $1.70 million in gross revenue from Medihelm and collected approximately $593 thousand in cash during the year. As of March 31, 2026, the Company received an additional $129 thousand in collections. The distributor operates under extended credit terms of approximately ten months, which increases the duration and liquidity risk associated with the receivable.

In addition, the Company's subsidiaries recorded an additional allowance of $812,952 on Medihelm's receivables within the year, comprising a provision of $526,562 against Cosmofarm S.A.'s prepayment and checks receivable balances — reflecting a full 100% allowance on a prepayment for which the related goods had not been received as of December 31, 2025, and a partial allowance on the portion of checks receivable not yet cashed — and an incremental bad debt reserve of $286,390 under ASC 326 applied to SkyPharm S.A.'s remaining net trade receivable exposure, reflecting a conservative impairment rate based on historical loss experience and the elevated lifetime expected credit loss profile of the counterparty.

Management will continue to monitor the customer's payment performance. If collection trends improve during 2026, any corresponding recoveries will be recognized as increases to revenue in the period of collection.

F-19

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Stock Compensation (“ASC 718”) and Staff Accounting Bulletin No. 107 (“SAB 107”) regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values any employee or non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASU 2018-07, “Compensation-Stock Compensation-Improvements to Nonemployee Share-Based Payment Accounting.”

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable.

The Company had no clients which contributed 10% or more of revenue and accounts receivable, respectively for the years ended December 31, 2025 and 2024.

Income Taxes

The Company accounts for income taxes under the asset and liability method, as required by the accounting standard for income taxes ASC 740. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company is liable for income taxes in Greece and the United Kingdom. The corporate income tax rate is 22% in Greece and 25% in the United Kingdom. Losses may also be subject to limitation under certain rules regarding change of ownership.

We regularly review deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if we do not consider it to be more likely than not that the deferred tax assets will be realized. Our review includes evaluating both positive (e.g., sources of taxable income) and negative (e.g., recent historical losses) evidence that could impact the realizability of our deferred tax assets. At December 31, 2025, we believe our United Kingdom and Greece deferred tax assets will not be realized, as such, we did not record a reversal on the full valuation approach we followed during the period ended December 31, 2025.

Leases

The Company accounts for leases in accordance with ASC 842. For all leases, the Company recognizes a right-of-use (ROU) asset and a lease liability on the balance sheet. The ROU asset represents the Company’s right to use the underlying asset for the lease term, and the lease liability represents the obligation to make lease payments arising from the lease, both measured at the present value of future lease payments. Lease payments are recognized as an operating expense on a straight-line basis over the lease term. The interest on the lease liability and the amortization of the ROU asset are recognized separately in the income statement. Initial direct costs incurred by the Company in negotiating and securing leases are capitalized and amortized over the lease term on a straight-line basis. The assets and liabilities from operating and finance leases are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, we use a discount rate based on our incremental borrowing rate, which is determined using the average interest rate of our long-term debt on the date of inception.

F-20

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Retirement and Termination Benefits

Under Greek labor law, employees are entitled to lump-sum compensation in the event of termination or retirement. The amount depends on the employee’s years of service and remuneration at the date of termination or retirement. If an employee remains with the Company until full retirement eligibility, the employee is entitled to a lump-sum equal to 40% of the compensation that would be payable upon termination on the same date.

The Company periodically evaluates the uncertainties and judgments related to the application of the relevant labor law regulations to determine retirement and termination benefit obligations of its Greek subsidiaries. The Company engaged an independent actuarial expert in 2023 to estimate the obligation in accordance with ASC 715 Compensation—Retirement Benefits, resulting in a cumulative liability of $408,665 as of December 31, 2023. No actuarial valuation was obtained during 2024, and management determined that no significant events or changes in circumstances had occurred that would materially affect the estimate; therefore, the liability remained unchanged for that period.

During the year ended December 31, 2025, the Company engaged an actuarial expert again and adjusted the liability based on the updated actuarial valuation prepared under U.S. GAAP. As a result, the Company recorded a retirement and termination benefits liability of $383,993 and $377,264 as of December 31, 2025 and 2024, respectively, which is presented as a long-term liability within “Other liabilities” in the Company’s consolidated balance sheets. The change in the liability reflects updated actuarial assumptions and employee service data included in the 2025 actuarial report.

Convertible Promissory Notes

As permitted under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments (“ASC 825”), the Company elects to account for its convertible promissory note, which meets the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations. This election is made on an instrument-by-instrument basis as permitted under ASC 825. The portion of total changes in fair value of the convertible promissory note attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). As a result of electing the fair value option, direct costs and fees related to the convertible promissory note are expensed as incurred.

The Company estimates the fair value of the convertible promissory note using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and volume volatility of our common stock, the time to expiration of the convertible promissory note, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, we estimate our expected future volatility based on the actual volatility of our common stock and historical volatility of our common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date, giving consideration to the voluntary, mandatory and potential accelerated redemption scenarios. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. Probability of default is estimated using Bloomberg's Default Risk function which uses our financial information to calculate a default risk specific to the Company.

Digital Assets

In December 2023, FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires certain crypto assets to be measured at fair value separately on the balance sheet with gains and losses from changes in the fair value reported as unrealized gains or losses in the consolidated statement of income (loss) and comprehensive income (loss) each reporting period. ASU 2023-08 also enhances the other intangible asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto asset holding. In conjunction with the acquisition of digital assets during the year ended December 31, 2025, the Company adopted and applied ASU-2023-08 henceforth.

The Company's digital assets are initially recorded at cost and are subsequently measured at fair value as of each reporting period. The Company determines the fair value of its digital assets in accordance with ASC 820, Fair Value Measurement, based on quoted prices in its principal market for Ethereum (Level 1). Changes in fair value are recognized as incurred in the Company's consolidated statement of income (loss) and comprehensive income (loss), as “Gain (loss) on digital assets,” within non-operating (income) and expenses, net.

F-21

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Basic and Diluted Net Loss per Common Share

Basic income per share is calculated by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options, warrants and any convertible instruments to purchase common stock, using the treasury stock method. In accordance with ASC 260, Earnings Per Share, the following table reconciles basic shares outstanding to fully diluted shares outstanding.

The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share for the years ended December 31, 2025 and 2024 as such shares would have had an anti-dilutive effect:

|  | 2025 |  |  | 2024 |
Common Stock Warrants |  |  | 12,926,507 |  |  |  | 12,926,507 |
Common Stock Options |  |  | - |  |  |  | - |
Convertible Debt |  |  | 20,285,525 |  |  |  | - |
Total |  |  | 33,212,032 |  |  |  | 12,926,507 |

Common stock equivalents are included in the diluted income per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance enhances the transparency and decision usefulness of income tax disclosures, primarily through expanded disclosures related to the effective tax rate reconciliation and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted this guidance during the year ended December 31, 2025, and the adoption did not have a material impact on the Company’s consolidated financial statements, but resulted in expanded income tax disclosures.

In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This guidance expands public entities’ segment disclosures by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard for the year ended December 31, 2025, and the related disclosures are included in Note 19 – Segment Reporting.

In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires public entities to provide additional disclosures about specific expense categories presented within income statement line items, including purchases of inventory, employee compensation, depreciation, and amortization. The guidance also requires disclosure of total selling expenses and, on an annual basis, the definition of selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statement disclosures.

In July 2025, the Financial Accounting Standards Board issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update introduces a practical expedient and policy election for estimating expected credit losses on current accounts receivable and contract assets arising from contracts accounted for under ASC 606. The amendments are effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

The Company does not expect the adoption of other recently issued accounting pronouncements to have a material impact on its consolidated financial statements.

F-22

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 3 – EQUITY METHOD INVESTMENTS

Cosmo Farmacy LP

In September 2019, the Company entered into an agreement with an unaffiliated third party to incorporate CosmoFarmacy L.P. for the purpose of providing strategic management consulting services and the retail trade of pharmaceutical products, and OTC to pharmacies. CosmoFarmacy was incorporated with a 30-year term through May 31, 2049. The unaffiliated third party is the general partner (the “GP”) of the limited partnership and is responsible for management and decision-making associated with CosmoFarmacy. The initial share capital was set to EUR 150,000 ($163,080) which was later increased to EUR 500,000 ($543,600). The GP contributed the pharmacy license (the “License”) valued at EUR 350,000 (30-year term) to operate the business of CosmoFarmacy in exchange for a 70% equity ownership. The Company is a limited partner and contributed cash of EUR 150,000 ($163,080) for the remaining 30% equity ownership. CosmoFarmacy is not publicly traded, and the Company’s investment has been recorded using the equity method of accounting. During the 12-month period ended December 31, 2024, the Company determined that its investment in CosmoFarmacy LP was fully impaired. As the entity is currently dormant and has not published or provided any financial statements, whether audited or unaudited, to substantiate the carrying value of the investment, management concluded that there was no reasonable expectation of recovery. Accordingly, the Company recognized a full impairment loss on the investment, writing off its entire carrying amount. As a result, the Company has determined that the investment no longer holds any recoverable value. The value of the investment as of December 31, 2025 and December 31, 2024, was $0 and $0, respectively.

NOTE 4 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following on December 31, 2025 and 2024:

|  | 2025 |  |  | 2024 |
Land |  | $ | 3,767,379 |  |  | $ | 3,322,780 |
Buildings and improvements |  |  | 5,302,616 |  |  |  | 4,526,432 |
Leasehold improvements |  |  | 3,861 |  |  |  | 3,405 |
Vehicles |  |  | 246,914 |  |  |  | 265,261 |
Furniture, fixtures and equipment |  |  | 3,375,930 |  |  |  | 2,846,657 |
|  |  | 12,696,700 |  |  |  | 10,964,535 |
Less: Accumulated depreciation and amortization |  |  | (2,117,842 | ) |  |  | (1,275,030 | )
Total |  | $ | 10,578,858 |  |  | $ | 9,689,505 |

Depreciation expense was $453,954 and $387,036 for the years ended December 31, 2025 and 2024, respectively.

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consist of the following at December 31, 2025 and 2024:

|  | 2025 |  |  | 2024 |
License |  | $ | 8,180,160 |  |  | $ | 7,257,938 |
Trade name / mark |  |  | 355,200 |  |  |  | 390,188 |
Customer base |  |  | 626,397 |  |  |  | 626,397 |
Software |  |  | 1,270,937 |  |  |  | 1,113,840 |
|  |  | 10,432,694 |  |  |  | 9,388,363 |
Less: Accumulated amortization & impairment |  |  |  |  |  |  |  |
License |  |  | (2,063,556 | ) |  |  | (1,117,341 | )
Trade name / mark |  |  | (36,997 | ) |  |  | (36,997 | )
Customer base |  |  | (457,259 | ) |  |  | (174,279 | )
Software |  |  | (354,884 | ) |  |  | (352,909 | )
Subtotal |  |  | 7,519,998 |  |  |  | 7,706,837 |
Goodwill |  |  | 49,697 |  |  |  | 49,697 |
Total |  | $ | 7,569,695 |  |  | $ | 7,756,534 |

F-23

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Amortization expense was $925,110 and $793,836 for the years ended December 31, 2025, and 2024, respectively. In addition, the Company recorded an impairment charge for the year ended December 31, 2025 of $162,785 primarily related to an e-shop of our subsidiary Cosmofarm S.A., and certain generic pharmaceutical licenses for which future cash flows could not support the carrying amounts. For the year ended December 31, 2024, an impairment charge of $291,980 was recorded relating to certain branded pharmaceuticals purchased by Doc Pharma S.A. and the telehealth platform of Zip Doctor Inc., which the Company does not currently intend to utilize or launch. These impairments were recognized due to indications of diminished recoverability based on management’s assessment of market conditions and expected future cash flows. On December 31, 2025, the estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows:

Year |  | Amount |
2026 |  | $ | 935,541 |
2027 |  |  | 935,205 |
2028 |  |  | 935,166 |
2029 |  |  | 915,391 |
2030 |  |  | 900,529 |
Thereafter |  |  | 2,542,966 |
Sum |  | $ | 7,164,798 |

NOTE 6 – LOAN RECEIVABLE

On October 30, 2021, the Company entered into an agreement for a ten-year loan with Medihelm SA to memorialize €4,284,521 ($4,849,221) in prepayments the Company had made. The prepayments to Medihelm SA had been made in accordance with the parallel export business, through which Medihelm supplied and would supply SkyPharm SA with branded pharmaceuticals. This business is no longer in place for the Company and thus the Company entered into this agreement with Medihelm SA in order for the outstanding amount to be settled. Interest is calculated at a rate of 5.5% per annum on a 360-day basis. Under the terms of the agreement, the Company is to receive 120 equal payments over the term of the loan.

As of December 31, 2024, the Company had a short-term receivable balance of $614,473 and a long-term receivable balance of $2,876,523 under this loan. During the year ended December 31, 2025, the Company received €419,956 ($492,861) in principal payments such that as of December 31, 2025, the Company had a short-term receivable balance of $487,638 and a long-term receivable balance of $3,146,201 under this loan. The Company received no interest payments during year ended December 31, 2025. During the year ended December 31, 2025, the Company accrued interest income of $191,085 in connection with the Medihelm loan receivable. The Note is considered fully recoverable as of December 31, 2025.

NOTE 7 – CAPITAL STRUCTURE

On September 30, 2025, the Company ameded its 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.

Preferred Stock

The Company is authorized to issue 300 million shares of “blank check” preferred stock, of which 6,000,000 are designated as Series A convertible preferred stock. The preferred stock has a liquidation preference over the common stock and is non-voting. As of December 31, 2025 and 2024, all Series A convertible preferred stock had been converted, and no preferred shares were issued and outstanding.

Major Rights & Preferences of Series A Preferred Stock

On and effective October 4, 2021, the Company amended and restated its articles of incorporation (the “Amended and Restated Articles”) and filed a certificate of designation (the “COD”) for its Series A Preferred Stock (the “Series A Preferred Stock”) with the State of Nevada. The Amended and Restated Articles allow the Company’s Board of Directors the authority to authorize the issuance of preferred stock from time to time in one or more classes or series by resolution. On February 23, 2022, the Company filed Correction No. 1 to the COD. On July 28, 2022, the Company filed an Amendment to the COD with the State of Nevada to allow a holder to waive application of the Beneficial Ownership Limitation with respect to the conversion of Series A Preferred Stock.

With respect to payment of dividends and distribution of assets upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, all shares of the Series A Preferred Stock will rank: (i) senior to all of the Company’s Common Stock and any other equity securities that the Company may issue in the future, (ii) equal to any other equity securities that the Company may issue in the future, the terms of which specifically provide that such equity securities are on parity or senior to the Series A Preferred Stock (“Parity Securities”), (iii) junior to all other equity securities the Company issues, the terms of which specifically provide that such equity securities rank senior to the Series A Preferred Stock, and (iv) junior to all of the Company’s existing and future indebtedness; without the prior written consent of the Majority Holders.

F-24

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (a “Liquidation”), the Holders of shares of Series A Preferred Stock shall be first entitled to receive out of the assets of the Company available for distribution to its shareholders.

Each Holder shall not be entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Company for their action or consideration, except as provided by law or as set forth in the COD. The holders of Series A Preferred Stock are entitled to receive dividends paid and distributions made to the holders of Common Stock to the same extent as if the holders of Series A Preferred Stock had converted such shares into shares of Common Stock.

The Series A Preferred Stock was initially convertible into the Company’s Common Stock as determined by dividing the number of shares of Series A Preferred Stock to be converted by the lower of (i) $75.00 or (ii) 80% of the average volume weighted average price for the Company’s Common Stock for the five trading days immediately following the effectiveness of the registration statement concerning the shares (the “Conversion Price”). On June 14, 2022, the Conversion Price was reset to $15.54 per share.

Each holder is entitled to receive dividends in shares of Series A Preferred Stock or cash determined based on the stated value of each Series A Preferred Stock at the dividend rate of 8.0% per year. For the year ended December 31, 2022, the Company recorded $372,414 as a deemed dividend in accordance with the Series A Preferred Stock cumulative dividend. As of December 31, 2022, the cumulative dividend has been recorded as mezzanine equity. Following, Mr. Siokas waiver of the right to receive the dividends on February 26, 2024 and the unanimous written consent of the Company’s Board of Directors on February 29, 2024, through which was resolved that the Company shall remove all accrued and unpaid dividends payable to the previous holders of Series A Preferred stock, the Company eliminated the total deemed dividend of $372,414 through retained earnings. Thus, the balance of mezzanine equity as of December 31, 2025, was $0.

On February 28, 2022, the Company entered into a securities purchase agreement, or the Purchase Agreement, with certain investors and an insider for a private placement of the Company’s securities (the “Private Placement”).

The Private Placement consisted of the sale of 6,000 shares of the Company’s Series A Convertible Preferred Stock, or the Series A Shares, at a price of $1,000 per share, and 80,000 warrants to purchase shares of common stock, or the Warrants, for aggregate gross proceeds of approximately $6 million. The Warrants were initially exercisable to purchase shares of common stock at $82.50 per share, or 110% of the Series A Shares initial conversion price and will expire five and one-half years following the initial exercise date of the Warrants. The Company determined that the 80,000 warrants are additional value being distributed to the preferred stockholders and presented the warrants’ fair value of $5,788,493 as a deemed dividend on issuance of warrants in the consolidated statements of operations and comprehensive loss. The warrants were valued using the Black-Scholes option pricing model with the following terms: a) exercise price of $82.50, b) common stock fair value of $85.50, c) volatility of 118%, d) discount rate of 1.71%, e) term of 5.50 years and f) dividend rate of 0%.

The closing of the Private Placement occurred on February 28, 2022. As a condition to the closing of the sale, the Company’s common stock received conditional approval for listing and trading on the Nasdaq Capital Market and commenced trading on February 28, 2022, under the trading symbol COSM. Concurrent with the issuance of the Series A Shares, the Company executed a registration rights agreement (the “Registration Rights Agreement”) to register the resale of the shares of common stock issuable upon conversion of the Series A Shares and the shares of common stock issuable upon exercise of the warrants issued in connection with the Series A Shares. The Company was required to file its initial registration statement within 45 days following February 28, 2022. The Effectiveness Date was required to be 60 days after February 28, 2022, or 75 days following the SEC’s full review, and any additional registration statements that may be required are to be filed within 20 days following the date required by the SEC. If the Company fails to timely file its initial registration statement, or any additional registration statement, or otherwise comply with the requirements of the Registration Rights Agreement, the Company shall pay each holder 2% of the subscription amount in cash until cured, with an additional penalty of 18% if the cash payment is not made within seven days of the cash payable date.

F-25

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The Company filed its initial registration statement on May 25, 2022, and thus accrued for liquidated damages payable to the holders in the amount of $250,260, calculated as described above, for both the late filing of the registration statement (event) and the 1st anniversary (30 days following the event date) of the event, which, along with an additional lump sum amount of $2,000,000 agreed to be paid to the investors as additional damages, led to a total amount of $2,250,260 concerning liquidated damages related to the February Private Placement within the year ended December 31, 2022. Upon the effectiveness of the Company’s registration statement, the Series A Shares conversion price was adjusted to $15.54 and the warrant exercise price was adjusted to $15.54 per share. The Company recorded a deemed dividend in the amount of $8,189,515 upon reducing the conversion price from $75.00 to $15.54 which was recorded as an increase to additional paid-in capital and an increase to accumulated deficit.

The Series A Shares rank senior to all of the Company’s Common Stock and any other equity securities that the Company may issue in the future with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up. While the Series A Shares are outstanding, the Company may not amend, alter or change adversely the powers, preferences or rights given to the Series A Shares, create, or authorize the creation of, any additional class or series of capital stock of the Company (or any security convertible into or exercisable for any class or series of capital stock of the Company), including any class or series of capital stock of the Company that ranks superior to or in parity with the Series A Shares, alter, amend, modify, or repeal its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Shares, increase or decrease the number of authorized shares of Series A Shares, any agreement, commitment or transaction that would result in a Change of Control, any sale or disposition of any material assets outside of the ordinary course of business of the Company, any material change in the principal business of the Company, including the entry into any new line of business or exit of any current line of business, and circumvent a right or preference of the Series A Shares. Any holder of the Series A Shares shall have the right by written election to the Company to convert all or any portion of the outstanding Series A Shares. Immediately upon effectiveness of a registration statement registering for resale all of the Registrable Securities (as defined in the Registration Rights Agreement), all outstanding Series A Shares shall automatically convert into Common Stock, subject to certain beneficial ownership limitations.

Treasury stock

As of December 31, 2025 and 2024, the Company held 86,497 shares of its common stock as treasury stock at a cost of $917,159. Shares repurchased by the Company are recorded as treasury stock and reduce the number of shares outstanding used in the calculation of earnings per share.

On January 24, 2023, the Company announced that its Board of Directors approved a share repurchase program authorizing the repurchase of up to $3.0 million of the Company’s common stock. Repurchases under the program may be made from time to time through open market purchases in accordance with applicable securities laws and other restrictions.

No share repurchases were made under the program during the years ended December 31, 2025 or 2024.

F-26

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Common Stock

The Company is authorized to issue 1,500,000 million shares of common stock. As of December 31, 2025 and 2024, the Company had 41,153,834 and 23,689,161 shares of our common stock issued, respectively, and 41,067,337 and 23,602,664 shares outstanding, respectively.

Issuance of Common Stock

During the period from September 22 to December 31, 2025, the Company issued an aggregate of 5,997,256 shares of its common stock under its At-the-Market (“ATM”) sales program, pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-267550). The shares were sold for gross proceeds of $5,417,396 and net proceeds of $5,254,875, after deducting the underwriter’s commissions and other offering expenses.

During the year ended December 31, 2025, the Company issued an aggregate of 3,654,841 shares of its common stock to Mr. Grigorios Siokas, the Company’s Chief Executive Officer, in settlement of outstanding obligations totaling $1,741,978. The obligations related to unpaid salaries and performance-based bonuses previously accrued and owed to Mr. Siokas. The shares were issued at the fair market value of the Company’s common stock on the respective dates of issuance. The transaction was accounted for as a non-cash settlement of related party liabilities.

On December 31, 2025, the Company issued 451,385 shares of its common stock pursuant to a debt exchange agreement to fully settle the outstanding promissory note related to the Cloudscreen acquisition. The exchange resulted in the conversion of $293,400 of outstanding debt into equity at an exchange price of $0.65 per share. As the exchange price exceeded the Company’s closing stock price of $0.498 on the exchange date, the Company recognized a gain on debt extinguishment of $68,610 in connection with the transaction. Additional information regarding this obligation is included in Note 11 – Notes Payable.

On December 30, 2025, the Company granted an aggregate of 2,350,000 shares of restricted common stock to the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees pursuant to the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan. The restricted shares vest in two equal instalments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. No share-based compensation expense related to these awards was recognized during the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026.

During the period from November 24, 2025 through December 7, 2025, the Company issued an aggregate of 783,430 shares of its common stock upon the conversion of the Company’s May 2025 Convertible Promissory Notes (the “May 2025 Notes”), resulting in the full settlement of the notes. The conversions satisfied total obligations of $327,661, consisting of $310,000 of outstanding principal and $17,661 of accrued interest, in accordance with the conversion terms of the May 2025 Notes. The conversions were completed pursuant to the provisions of the respective note agreements. Further information regarding the May 2025 Notes is included in Note 12 – Convertible Debt.

On September 5, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 300,000 shares of its common stock in exchange for stock awareness, investor relations, and digital marketing services. The shares carry full voting rights and vest at a rate of 150,000 shares per month over the 2-month term of the agreement. The fair value of the shares on the issuance date was $0.649 per share, resulting in a total fair value of $194,700. During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $194,700 in the consolidated statements of operations.

On August 5, 2025, the Company issued an additional 500,000 shares of common stock (the “Incentive Stock”) to the lender of the June 9, 2025 secured convertible loan agreement as incentive consideration in connection with the lender’s agreement to subordinate its position to another senior convertible note. The fair value of the Incentive Stock on the issuance date was $0.878 per share, resulting in a total fair value of $439,000. This amount was recognized in “Change in fair value of convertible notes” in the consolidated statement of operations for the year ended December 31, 2025.

F-27

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

On July 24, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 169,549 shares of its common stock in exchange for marketing and distribution services. The shares carry full voting rights and vest at a rate of 28,258 shares per month over the 6-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement, any unvested shares as of the termination date will be subject to clawback. The fair value of the shares on the issuance date was $0.5898 per share, resulting in a total fair value of $100,000. During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $83,333 in the consolidated statements of operations.

On July 1, 2025, the Company entered into a consulting agreement with a third-party advisor, pursuant to which it issued 240,000 shares of its common stock in exchange for general advisory services. The shares carry full voting rights and vest at a rate of 20,000 shares per month over the 12-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement under Section 19 (Termination), any unvested shares as of the termination date will be subject to clawback. The fair value of the shares on the issuance date was $0.3939 per share, resulting in a total fair value of $94,536. During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $39,390 in the consolidated statements of operations.

On June 9, 2025, in connection with the execution of a secured convertible loan agreement with an aggregate principal amount of $1,304,348, the Company issued 326,087 restricted shares of common stock (the “Commitment Stock”) to the lender as additional consideration. The shares were issued at a nominal price of $0.001 per share, were fully vested and nonforfeitable upon issuance, and were not subject to any further service or performance conditions. The fair value of the Commitment Stock on the issuance date was determined to be $0.48 per share, resulting in a total fair value of $156,196. This amount was recognized as other finance costs, included in “Non-cash interest expense” in the consolidated statement of operations for the year ended December 31, 2025.

On June 3, 2025 (the “Effective Date”), the Company issued 150,000 shares of its common stock to a consultant in consideration for such consultant’s business advisory services. The shares were earned in full as of the Effective Date. The fair value of the shares on issuance was $0.458 per share, resulting in a total expense of $68,700, which has been recognized in the consolidated statement of operations. The consultant provides non-exclusive business advisory services, including guidance on growth strategies and networking with its contacts for general business purposes.

On September 26, 2024, the Company had entered into a Warrant Inducement Letter with an investor pursuant to which the Company issued 9,748,252 new warrants (the “New Warrants”) and reduced the exercise price of 4,874,126 warrant shares from $1.45 to $0.8701 to induce exercise and receive gross cash proceeds of $4,240,977 (the “Original Warrants”). Of the 9,748,252 warrants 4,874,126 of them have a term of 5 years (“Series A Warrants”) and the remaining 4,874,126 have a term of 1.5 years (“Series B Warrants”). The Company issued 2,332,000 shares of common stock, held 2,542,126 shares in escrow until the investor’s beneficial ownership limitation allows for the transfer of the escrow shares. The 2,542,126 shares were issued on January 28, 2025, but were already valued in the year ended December 31, 2024.

During the 12 months ended December 31, 2024, the Company raised additional equity funds through two Prospectus Supplements to its Registration Statement on Form S-3 (No. 333-267550) filed with the SEC on February 29 and March 7, 2024. More specifically, the Company sold 901,488 shares of common stock for gross proceeds of $648,893. Placement agent’s fees and other commissions amounted to $19,467 and thus the total net proceeds for the period were $629,426.

On July 1, 2024, the Company entered into a consulting agreement with a third-party consultant for the provision of a variety of services such as preparation of press releases and other publications, relationship management and other additional services as described in the respective agreement. The agreement has a duration of sixteen months, and the consultant will solely receive stock consideration for the services rendered. More precisely, they have been awarded a total of 240,000 shares of the Company’s common stock valued at a total of $264,000 based on the fair value of the Company’s common stock as of the agreements’ date.

F-28

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

On September 16, 2024, the Company’s Board of Directors approved incentive stock awards for the CEO, the CFO, certain officers and directors and other key employees of the Company pursuant to the 2023 Plan adopted on August 21, 2023. The awards are in the form of restricted stock and will vest in two parts: 50% on September 16, 2025 and 50% on September 16, 2026. A total of 2,500,000 shares were awarded and issued as of September 16, 2024, subject to certain claw-back restrictions.

On November 21, 2023, the Company had entered into certain consulting agreements with four third-party consultants for the provision of a variety of services such as digital marketing, advisory services relating to target acquisitions and M&As and other additional services as described in the respective agreements. The agreements have a duration from 10 to 18 months and the consultants will solely receive stock consideration for the services rendered. More precisely, they have been awarded a total of 970,000 shares of the Company’s common stock valued at a total of $999,100 based on the fair value of the Company’s common stock as of the agreements’ date. On September 17, 2024, the termination date of two out of the four consulting agreements were extended and the consultants received additional 440,000 shares as complementary compensation for the extended services to be provided, valued at a total of $501,600 based on the fair value of the Company's common stock as of the agreements' date.

On September 26, 2024, the Company entered into a Warrant Inducement Letter (the “Letter”) with an investor pursuant to which the Company issued 9,748,252 new warrants (the “New Warrants”) and reduced the exercise price of 4,874,126 warrant shares from $1.45 to $0.8701 to induce exercise and receive gross cash proceeds of $4,240,977 (the “Original Warrants”). The Company issued 2,332,000 shares of common stock, held 2,532,126 shares in escrow until the investor’s beneficial ownership limitation allows for the transfer of the escrow shares.

On December 20, 2024, the Company issued 257,334 shares of common stock priced at $0.5829, which is the fair market value of our stock on the date of the agreement, to Grigorios Siokas, the CEO of the Company, in exchange for $150,000 of debt. The debt related to unpaid salaries and bonuses, the Company had due to Mr. Siokas, as of December 31, 2024.

On December 20, 2024, the Company issued 85,778 shares of common stock priced at $0.5829, which is the fair market value of our stock on the date of the agreement, to Georgios Terzis, the CFO of the Company, in exchange for $50,000 of debt. The debt related to unpaid salaries and bonuses, the Company had due to Mr. Terzis, as of December 31, 2024.

During the 12 months ended December 31, 2024, the Company issued 15,258 shares of common stock to a consultant for services rendered. The shares were valued and expensed in the amount of $96,888 on the date of issuance and are separately presented in the consolidated statement of changes in stockholders’ equity and mezzanine equity as “Shares issued in lieu of cash” for the year ended December 31, 2024.

F-29

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Debt Conversions

On December 31, 2025, the Company issued 451,385 shares of its common stock pursuant to a debt exchange agreement to fully settle the outstanding promissory note related to the Cloudscreen acquisition. The exchange resulted in the conversion of $293,400 of outstanding debt into equity at an exchange price of $0.65 per share. As the exchange price exceeded the Company’s closing stock price of $0.498 on the exchange date, the Company recognized a gain on debt extinguishment of $68,610 in connection with the transaction. Additional information regarding this obligation is included in Note 11 – Notes Payable.

During the period from November 24, 2025 through December 7, 2025, the Company issued an aggregate of 783,430 shares of its common stock upon the conversion of the Company’s May 2025 Convertible Promissory Notes (the “May 2025 Notes”), resulting in the full settlement of the notes. The conversions satisfied total obligations of $327,661, consisting of $310,000 of outstanding principal and $17,661 of accrued interest, in accordance with the conversion terms of the May 2025 Notes. The conversions were completed pursuant to the provisions of the respective note agreements. Further information regarding the May 2025 Notes is included in Note 12 – Convertible Debt.

Exercise of Warrants

During the year ended December 31, 2024, the Company issued 2,332,000 shares of common stock upon the exercise of 2,332,000 warrants. The Company received gross proceeds of $4,240,977 from the exercises. Net proceeds, after deducting legal, agent and escrow fees of $372,109, amounted to $3,868,868. The warrants were exercised following a Warrant Inducement Letter Agreement entered into on September 26, 2024, pursuant to which the exercise price of the warrants was reduced from $1.45 to $0.8701.

No warrant exercises occurred during the year ended December 31, 2025.

Issuance of Common Stock and Warrants

On December 29, 2023, the Company entered into a warrant exchange agreement (the “Warrant Exchange”) with an investor to reduce the exercise price of 2,437,063 warrants from $2.75 per share to $1.45 per shares as an inducement to exercise. The Company issued 1,487,000 shares of common stock, held 950,063 shares in escrow until the investor’s beneficial ownership limitation allows for the transfer of the escrow shares, and received gross cash proceeds of 3,533,741. The Company contingently granted 4,874,126 additional warrants to be issued upon shareholder approval, with an exercise price of $1.45 and a term of five years. For the year ending December 31, 2024, the Company recorded a deemed dividend of $7,642 for the inducement to exercise and $7,218,485 for the grant of new warrants.

On May 25, 2022, the Company granted 1,333 warrants to a third party based on a settlement agreement signed on May 25, 2022, as compensation concerning the consulting services the third party provided for the Private Placement closed on February 28, 2022. The Company recorded stock-based compensation in the amount of $24,101 upon issuance of the warrants valued using the Black-Scholes option pricing model with the following assumptions: a) common stock fair value of $26.75, b) exercise price of $82.50, c) term of 5.51 years, d) volatility of 107.3%, e) dividend rate of 0%, and f) discount rate of 2.71%.

F-30

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

On June 7, 2022, the Company issued 344,765 warrants upon triggering the down round protection feature in relation to the warrants issued in connection with the Series A shares with an exercise price of $15.54 and a term of approximately 5 years. Additionally, the Company lowered the exercise price of the 80,000 warrants then outstanding from $82.50 to $15.54 per common share upon triggering the down round protection. The Company recorded a deemed dividend in the amount of $8,480,379 in relation to the down round protection feature for the incremental value of the shares issued and lowered exercise price valued using the Black-Scholes option pricing model with the following assumptions: a) common stock fair value of $26.75, b) old exercise price of $82.50 and revised exercise price of $15.54, c) term of 5.24 years, d) volatility of 121.47%, e) dividend rate of 0%, and f) discount rate of 2.99%.

On July 14, 2022, the Company issued 300 shares to a consultant for services rendered. For the year ended December 31, 2022, the Company recorded $3,120 as general and administrative expense related to the issuance.

On October 20, 2022, the Company issued 2,486,667 shares of common stock and 5,000,000 warrants, in the aggregate, upon entering into a securities purchase agreement for an aggregate purchase price of $7,500,000. Of the 5,000,000 warrants, 2,500,000 were designated as Series A and 2,500,000 were designated as Series B. The Series A warrants have an exercise price of $3.00 per share and expire two years from the date of issuance. The Series B warrants have an exercise price of $3.00 per share and expire seven years from the date of issuance. The Company allocated the proceeds between the common stock and warrants issued and recorded a discount to the common stock associated with the warrants in the amount of $8,437,977, in the aggregate, which was recorded as additional paid-in capital and a deemed dividend. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: a) fair value of common stock of $2.20, b) exercise price of $3.00, c) terms of two years and seven years, d) dividend rate of 0%, e) volatility of 135.05% and 129.02%, and f) risk free interest rate of 4.62% and 4.36%.

On October 20, 2022, the Company cancelled 424,765 warrants in exchange for 849,530 additional warrants with existing warrant holders. The new warrants were issued with an exercise price of $3.00 per common share and a term of seven years. As a result, the Company recorded a deemed dividend as an increase to accumulated deficit and additional paid-in capital and reduced net income available to common shareholders by $1,067,876. The Company valued (a) the fair value of the 424,765 warrants immediately before exchange in the amount of $645,108, (b) the fair value of the warrants immediately after the exchange in the amount of $1,712,984, and (c) recorded the difference as a deemed dividend in the amount of $1,067,876. The warrants were valued using the Black-Scholes option pricing model using the following assumptions: a) fair value of common stock of $2.20, b) exercise prices of $15.54 pre-exchange and $3.00 post-exchange, c) terms of 4.87 years pre-exchange and seven years post-exchange, d) dividend rate of 0%, e) volatility of 132.3% pre-exchange and 131.9% post-exchange, and f) risk free interest rate of 4.45% pre-exchange and 4.36% post-exchange.

On November 21, 2022, the Company entered into a settlement and general release pursuant to a letter agreement dated July 7, 2021 whereby a consultant claimed to be entitled to compensation with respect to a previous financing. As a result of the settlement, the Company issued 40,000 shares of common stock which was recorded as general and administrative expense for the year ended December 31, 2022 in the amount of $173,121.

On December 19, 2022, the Company issued 2,828,320 shares of common stock and 2,828,320 warrants (of which 260,870 were cancelled subsequent to December 31, 2022), in the aggregate, upon entering into a securities purchase agreement for an aggregate purchase price of $32,525,680 and net proceeds of $30,600,319. The warrants have an exercise price of $11.50 per share and expire five years from the date of issuance. The Company allocated the proceeds between the common stock and net warrants issued and recorded a discount to the common stock associated with the warrants in the amount of $17,778,260 which was recorded as additional paid-in capital and a deemed dividend. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: a) fair value of common stock of $11.50, b) exercise price of $7.59, c) terms of five years, d) dividend rate of 0%, e) volatility of 157.53%, and f) risk free interest rate of 3.70%.

No options warrants or other potentially dilutive securities other than those disclosed above have been issued as of December 31, 2024.

F-31

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Warrant Classification

The Company determines the classification of its warrants upon issuance by identifying the instrument issued to determine if it is debt or equity classified. The Company determined its warrants meet the scope exception in ASC 815-10 and are equity classified because, (a) the warrant is indexed to the Company’s own stock, (b) require settlement in equity shares, and (c) the Company has enough authorized and unissued shares.

NOTE 8 – INCOME TAXES

The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable.

The domestic and foreign components of income (loss) before (benefit from) provision for income taxes were as follows:

|  | December 31, 2025 |  |  | December 31, 2024 |
Domestic |  | $ | (11,848,510 | ) |  | $ | (6,700,828 | )
Foreign |  |  | (7,296,488 | ) |  |  | (9,482,190 | )
|  | $ | (19,144,998 | ) |  | $ | (16,183,018 | )

The components of the (benefit from) provision for income taxes are as follows:

|  | December 31, 2025 |  |  | December 31, 2024 |
Current tax provision |  |  |  |  |  |
Federal |  | $ | - |  |  | $ | - |
State |  |  | - |  |  |  | - |
Foreign |  |  | - |  |  |  | - |
Total current tax provision |  | $ | - |  |  | $ | - |
Deferred tax provision |  |  |  |  |  |  |  |
Domestic |  | $ | - |  |  | $ | - |
State |  |  | - |  |  |  | - |
Foreign |  |  | - |  |  |  | - |
Total deferred tax provision |  | $ | - |  |  | $ | - |
Total current provision |  | $ | - |  |  | $ | - |

F-32

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2024 and 2023 is as follows:

|  | December 31, 2025 |  |  | December 31, 2024 |
US |  |  |  |  |  |
Loss before income taxes |  | $ | (19,144,998 | ) |  | $ | (16,183,018 | )
Taxes under statutory US tax rates |  | $ | (4,020,450 | ) |  | $ | (3,398,434 | )
Increase (decrease) in taxes resulting from: |  |  |  |  |  |  |  |
Increase in valuation allowance |  | $ | 4,846,721 |  |  | $ | 3,904,140 |
Foreign tax rate differential |  | $ | 67,804 |  |  | $ | 111,774 |
Other |  | $ | 141,384 |  |  | $ | (95,060 | )
Prior period adjustments |  | $ | 26,032 |  |  | $ | - |
State taxes |  | $ | (1,061,491 | ) |  | $ | (522,420 | )
Income tax expense |  | $ | - |  |  | $ | - |

Companies subject to the Global Intangible Low-Taxed Income provision (GILTI) have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for outside basis temporary differences expected to reverse as GILTI. We have elected to account for GILTI as a period cost.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consist of the following:

|  | December 31, 2025 |  |  | December 31, 2024 |
Net operating loss carryforward |  | $ | 14,459,165 |  |  | $ | 10,977,546 |
Capital loss carryforward |  |  | 801,744 |  |  |  | 801,744 |
Section 163(j) carryforward |  |  | 611,552 |  |  |  | 469,387 |
Nonqualified Stock Options |  |  | 129,954 |  |  |  | - |
Foreign exchange |  |  | 129,916 |  |  |  | 129,916 |
Allowance for doubtful accounts |  |  | 5,550,804 |  |  |  | 4,991,818 |
Accrued expenses |  |  | 613,133 |  |  |  | 333,260 |
Unrealized gains and losses on financial assets and liabilities |  |  | 682,098 |  |  |  | 358,761 |
Lease liability |  |  | 268,759 |  |  |  | 258,682 |
Capitalized research & development costs |  |  | - |  |  |  | (8,208 | )
Fixed assets |  |  | (114,262 | ) |  |  | (35,734 | )
Total deferred tax assets |  |  | 23,132,863 |  |  |  | 18,277,172 |
Intangibles |  |  | 33,042 |  |  |  | 31,932 |
Inventory |  |  | (170 | ) |  |  | (170 | )
Right of use asset |  |  | (266,151 | ) |  |  | (256,075 | )
Goodwill |  |  | (10,980 | ) |  |  | (10,980 | )
Total deferred tax liabilities |  |  | (244,259 | ) |  |  | (235,293 | )
Valuation allowance |  |  | (22,888,604 | ) |  |  | (18,041,879 | )
Net deferred tax assets |  | $ | - |  |  | $ | - |

F-33

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

As of December 31, 2025, the Company had total net operating loss ("NOL") carryforwards of approximately $55,136,575. Of this amount, $15,624,388 relates to the Group’s foreign entities, while $37,512,187 pertains to its U.S. entities. These NOL carryforwards may be utilized to offset future taxable income, subject to potential limitations under Internal Revenue Code (IRC) Section 382. Of the $37.5 million U.S. Federal NOL carryforwards, $2.5 million are pre-2018 and begin to expire in 2031. The remaining balance of 35 million is limited to utilization of 80% of taxable income but do not have an expiration. On December 31, 2025, the Company had Greek NOL carryforwards of $13,411,516 and UK NOL carryforwards of $2,212,872. The utilization of these NOL carryforwards may be subject to certain limitations as follows:

Greece: Under Greek tax law, NOL carryforwards may be carried forward for a period of five years from the year in which the loss was incurred. The ability to utilize these carryforwards may be further limited in the event of a significant change in ownership or a substantial change in the nature of the Company's business operations, as defined under Greek tax legislation.

United Kingdom: Under UK tax law, NOL carryforwards (referred to as trading losses) may be carried forward indefinitely; however, their utilization is subject to the loss restriction rules introduced in April 2017, which limit the amount of profit that can be offset by carried-forward losses to 50% of annual taxable profits, subject to a £5 million deductions allowance per group. The ability to utilize these carryforwards may also be restricted following a change in ownership if there is a major change in the nature or conduct of the Company's trade within a relevant period.

A valuation allowance exists for all operations, based on a more likely than not criterion and in consideration of all available positive and negative evidence.

ASC 740 requires that the tax benefit of NOLs, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s history of domestic operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance, on all our deferred tax asset. Management considered all available evidence to when evaluating the realizability of foreign deferred tax assets by jurisdiction and concluded primarily based upon a strong earnings history that these deferred tax assets were more-likely-than-not to not be realizable.

F-34

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2025 and December 31, 2024, respectively. We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense.

The Company files income tax returns in Illinois, United States, and in foreign jurisdictions including Greece and the United Kingdom. As of December 31, 2025, all domestic tax years are open to tax authority examination due to the availability of net operating loss deductions, 2010 through 2025. In Greece, the statute of limitations is open for five years, 2020 through 2025. In the United Kingdom, the statute of limitations is open for four years, 2021 through 2025. Currently, there are no ongoing tax authority income tax examinations other than those disclosed in Note 15, Commitments and Contingencies.

NOTE 9 – RELATED PARTY TRANSACTIONS

Doc Pharma S.A.

Doc Pharma S.A. is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the son of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma S.A. in the past.

Prepaid expenses and other current assets – related party & Other assets – related party

As of December 31, 2025, and December 31, 2024, the Company had prepaid balances of $4,642,853 and $3,284,052, respectively, to Doc Pharma. The increase in the prepaid balance primarily reflects higher prepayments related to the increased demand for exports in the UAE and other related countries (refer to the “Distribution Agreements” section).

For the year ended December 31, 2025, approximately $3.9 million of the prepayment relates to purchases of inventory pursuant to the CMO agreement signed between the Company and Doc Pharma SA on October 10, 2020; $310,000 relates to the purchase of pharmaceutical and nutraceutical licenses under the May 17, 2021 Research and Development agreement (refer to the “Research and Development agreements” section); and the remaining $410,000 represents the current portion of the Royalty Agreement signed on December 31, 2024 (refer to the “Research and Development agreements” section). The non-current portion of the Royalty Agreement of $1,643,040 is included in “Other Assets – Related Party” in the Company’s Consolidated Balance Sheets as of December 31, 2025.

The remaining balance of Prepaid Expenses and Other Current Assets – Related Party relates to Panagiotis Kozaris, former General Operational Manager and current employee of Cosmofarm S.A., as further described in this related party disclosure.

Accounts payable and accrued expenses – related party

As of December 31, 2025 and December 31, 2024, the Company had an accounts payable balance to Doc Pharma of $671,148 and $249,768, respectively. The December 31, 2025 balance concerns a trade payable balance that our subsidiary wholesaler, Cosmofarm SA, owes to Doc Pharma SA, concerning purchases of certain pharmaceutical products.

The remaining balance of Accounts Payable and Accrued Expenses – Related Party relates to compensation payable to management as further described in this related party disclosure (“Other Related Parties” section).

F-35

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Accounts receivable – related party

Additionally, the Company had a receivable balance of $3,340,275 and $2,295,706 from Doc Pharma S.A. as of December 31, 2025, and December 31, 2024, respectively, which concerns trading receivables balances with the Company’s Greek and UK subsidiaries. As of December 31, 2025, a cumulative allowance for doubtful accounts of approximately $1.7 million has been recognized, effectively offsetting this balance.

The remaining balance of Accounts Receivable – Related Party relates to amounts due from Maria Kozari’s wholly owned pharmacy (Maria Kozari is the daughter of Panagiotis Kozaris, a former General Operational Manager and current employee of Cosmofarm S.A.), as further described in this related party disclosure.

Sales and Purchases

During the years ended December 31, 2025 and 2024, the Company purchased products totaling $1,534,259 and $1,091,540, respectively, from Doc Pharma S.A., and sold products totaling $983,950 and $781,386, respectively, to Doc Pharma S.A.

Other Agreements

On October 10, 2020, the Company entered into a contract manufacturer outsourcing (“CMO”) agreement with Doc Pharma whereby Doc Pharma is responsible for the development and manufacturing of pharmaceutical products and nutritional supplements according to the Company’s specifications based on strict pharmaceutical standards and good manufacturing practice (“GMP”) protocols as the National Organization for Medicines requires. The Company has the exclusive ownership rights for trading and distribution of its own branded nutritional supplements named “Sky Premium Life®”. The duration of the agreement is for five years, however, either party may terminate the agreement at any time giving six-month advance notice. Doc Pharma is exclusively responsible for supplying the raw materials and packaging required to manufacture the final product. However, they are not responsible for potential delays that may arise, concerning their import. Doc Pharma is also obligated to store the raw and packaging materials. The delivery of raw and packaging materials should be purchased at least 30 and 25 days, respectively, before the delivery date of the final product. Doc Pharma solely delivers the finished product to the Company. There is a minimum order quantity (“MoQ”) of 1,000 pieces per product code. Both parties have agreed that the Company will deposit 60% of the total cost upon agreement and assignment and 40% of the total cost including VAT charge upon the delivery date. The prices are indicative and are subject to amendments if the cost of the raw material or the production cost change.

F-36

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024, the Company has purchased €762,216 ($861,777) and €493,241 ($533,687), respectively, in inventory related to this agreement.

On May 17, 2021, Doc Pharma and the Company entered into a Research and Development (“R&D”) agreement under which Doc Pharma is responsible for the research, development, design, registration, copyrights, and licensing of 250 nutritional supplements under the brand Sky Premium Life®, intended for sale in Greece and internationally. The total project cost is €1,425,000 plus VAT and is structured in three phases: Design and Development (€725,000), Control and Product Manufacturing (€250,000), and Clinical Study and Research (€450,000). As of December 31, 2022, the Company had acquired 81 licenses for €554,500 ($593,204), representing 38.91% of the total project cost. During the year ended December 31, 2024, the Company acquired an additional 60 licenses for €710,000 ($734,921), while no additional Sky Premium Life® licenses were purchased during the year ended December 31, 2025. The agreement is scheduled to terminate on December 31, 2025 and is currently under review for a potential extension in both scope and duration.

On December 31, 2024, the Company signed an agreement with a related party, DocPharma SA (the “Licensor”), through which the Company obtained a royalty-bearing, exclusive worldwide license to actively commercialize the patents owned by the Licensor, through research and preclinical and clinical trials for the useful life of the patents, or for 20 years, whichever is longer. The patents, filed in 2016 and 2017 respectively, cover innovative treatments for cancer. The terms of the agreement include an initial payment of EUR 500,000 due by the end of 2025, followed by fixed annual payments of EUR 350,000 during the five-year Start-Up Term from 2025 to 2030. After the Start-Up Term, the Company will pay an 1.5% royalty on annual net sales of licensed products covered by an issued patent. Moreover, the Company retains an optional buy-out right for a total amount of EUR 7,500,000, which can be exercised with a 60 day-notice and a 60-day close period. The Company also has the right to sublicense the patents. For the 12-month period ended December 31, 2025, the Company incurred EUR 350,000 ($410,760) in royalties concerning this agreement, which were included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Purchase of branded pharmaceuticals & generics

On June 28, 2023, the Company approved the purchase of five proprietary and innovative branded pharmaceuticals with significant market presence and material profit contribution from Zakalia Ltd., the parent company of Doc Pharma, for €1,800,000 ($1,965,600). The transaction was settled on a non-cash basis through the reduction, of an equivalent amount, of prepaid expense balances the Company held with Doc Pharma. The purchased branded pharmaceuticals are presented in “Goodwill and intangible assets, net” on the accompanying consolidated balance sheets. During the year ended December 31, 2024, the Company recognized an impairment charge of $160,947 related to two licenses that are no longer expected to be commercialized. The impairment was recorded after management’s assessment determined that the recoverability of these assets was no longer supportable due to changes in market conditions and strategic priorities. This charge is included in “Other income (expense), net” within the Consolidated Statement of Operations. On December 29, 2023, the Company approved the purchase of additional 19 generic licenses from Doc Pharma, of a total value of €3,200,000 ($3,539,840). This transaction was also settled on a non-cash basis through the reduction, of an equivalent amount, of prepaid expense balances the Company held with Doc Pharma.

Loans receivable - related party

As of December 31, 2022, prepaid expenses due from Doc Pharma totaled €7,103,706 ($7,599,545), primarily reflecting prepayments made by SkyPharm S.A. under the CMO agreement in anticipation of expected sales of SPL products in 2023, particularly through Amazon channels in the UK, Singapore, Canada, and other markets. Since a significant portion of these prepayments was not expected to be realized within 12 months, the Company converted €4,000,000 ($4,279,200) of the prepaid balance into a loan to Doc Pharma. The 10-year loan, maturing December 1, 2032, bears a fixed interest rate of 5.5% payable monthly and is repayable in 120 equal installments of €33,333.33 ($35,660), with optional prepayment at any time without penalty. As of December 31, 2025 and 2024, the loan had a current portion of €1,092,844 ($1,282,561) and €500,000 ($517,550), and a non-current portion of €2,400,000 ($2,816,640) and €2,800,000 ($2,898,280), respectively, presented as “Loans receivable – related party” on the consolidated balance sheets. During 2025, the Company received no principal or interest payments but recognized €181,500 ($205,208) of interest income related to this loan.

During the year ended December 31, 2025, management assessed the recoverability of the outstanding loan balance in light of approximately 18 months of non-payment of both principal and interest. Given the prolonged arrears and the uncertainty surrounding the counterparty's ability to resume scheduled payments, the Company recorded a full allowance of $3,949,085 against the outstanding loan receivable — related party balance as of December 31, 2025. The difference between the allowance recorded in the income statement and the corresponding balance sheet amount reflects the use of different EUR/USD exchange rates — the average rate for the income statement and the closing rate for the balance sheet — with the offset recognized in accumulated other comprehensive income. This allowance is considered non-reversible absent a material change in circumstances and is presented within "General and administrative expenses" in the Consolidated Statements of Operations for the year ended December 31, 2025.

F-37

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Loans receivable - Related Party - Long Term

On February 28, 2023 (Issue Date) the Company signed a Secured Promissory Note with Cana Laboratories Holding (Cyprus) Limited (the “Holder”), whereby the Holder borrowed the sum of €4,100,000 ($4,457,520) from the Company. Interest on the Principal Amount under this Note shall accrue at a rate equal to Five Percent (5%) plus one month LIBOR per annum (5.47% as of December 31, 2024). The maturity date (“Maturity Date”) of this Note shall be five years from the Issue Date. The Principal Amount, as well as all accrued interest shall be due and payable on the Maturity Date. During the six months ended June 30, 2023, the Company recorded interest income of €137,138 ($148,789). Following, the completion of Cana’s acquisition on June 30, 2023 the balance of the Note was eliminated on a consolidated level.

Panagiotis Kozaris

Panagiotis Kozaris is considered a related party due to the fact that he is a former General operational manager and current employee of Cosmofarm S.A.

Prepaid Expenses and Other Current Assets - Related Party

From time to time, the Company repurchases shares owned by Panagiotis Kozaris and records them as treasury shares. The Company makes advance payments to Panagiotis Kozaris for these shares and receives the shares upon execution of a cumulative stock purchase agreement (“SPA”). During the years ended December 31, 2025 and 2024, the Company made no additional payments to Panagiotis Kozaris, and no SPA covering these amounts had been executed as of December 31, 2025. As of December 31, 2025 and 2024, balances of $194,215 and $194,215, respectively, are included in “Prepaid Expenses and Other Current Assets – Related Party” in the accompanying consolidated balance sheets.

During the year ended December 31, 2025, given the prolonged period during which no SPA had been executed and the uncertainty surrounding the timing and completion of the share repurchase, management determined that the advance was no longer recoverable with sufficient certainty. Accordingly, the Company recorded a full allowance of $194,215 against the outstanding balance as of December 31, 2025, presented within "General and administrative expenses" in the Consolidated Statements of Operations. Should a cumulative SPA be executed in a subsequent period, the allowance will be reversed at that time to the extent the underlying advance is recovered through the receipt of shares.

Basotho Investment Limited

Basotho Investment Limited is considered a related party once Panagiotis Kozaris (former General operational manager and current employee of Cosmofarm S.A) is one of its directors.

General and administrative expenses

On November 21, 2023, the Company issued 120,000 shares of common stock to Basotho Investment Limited for services rendered. The amortization of the fair value of these shares for the period ended December 31, 2025 and 2024 was $0 and $113,300, respectively, which was included in “General and administrative expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Maria Kozari

Maria Kozari is considered a related party to the Company due to the fact that she is the daughter of Panagiotis Kozaris, a former Operational General Manager and current employee of Cosmofarm S.A.

Accounts Receivable - Related Party

During 2021, the Company, through its subsidiary, Cosmofarm SA, commenced a partnership with a pharmacy called “Pharmacy & More”, owned by Maria Kozari. The transactions with the respective pharmacy were in Cosmofarm’s normal course of business, however, a more flexible credit policy was allowed as the pharmacy was new and needed to be established in the market. During the years ended December 31, 2025 and 2024 the Company’s net sales to Pharmacy & More amounted to $460,016 and $414,443 respectively. As of December 31, 2025 and 2024 the Company’s outstanding receivable balance due from the pharmacy amounted to $1,721,143 and $1,183,429, respectively, and are included in “Accounts receivable - related party”, on the accompanying consolidated balance sheets. As of December 31, 2025, a cumulative allowance for doubtful accounts of approximately $834,000 has been recognized, effectively offsetting this balance.

F-38

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The Company plans to acquire Pharmacy & More within fiscal year 2026. Upon acquisition, the Company intends to offset the outstanding receivable balance with the corresponding purchase price and additionally plans to make Pharmacy & More the first shop-in-shop of its own branded line of nutraceutical products, Sky Premium Life® (SPL).

Other Related Parties

Additionally, as of December 31, 2025, the Company had the following material balances with related parties, all classified within “Accounts payable and accrued expenses – related party” in the consolidated balance sheets:

| · | $894,336 payable to Grigorios Siokas, Chief Executive Officer, relating to accrued but unpaid salaries and bonuses.
| · | $420,000 payable to George Terzis, Chief Financial Officer, relating to accrued but unpaid salaries and bonuses; and
| · | $14,218 payable to Nikolaos Bardakis, Chief Operating Officer, relating to accrued but unpaid salaries and bonuses.

Notes Payable – Related Party

A summary of the Company’s related party notes payable during the years ended December 31, 2025 and 2024 is presented below:

|  | 2025 |  |  | 2024 |
Beginning Balance |  | $ | 10,558 |  |  | $ | 11,283 |
Payments |  |  | - |  |  |  | - |
Foreign currency translation |  |  | 1,413 |  |  |  | (725 | )
Ending Balance |  | $ | 11,971 |  |  | $ | 10,558 |

Grigorios Siokas

Grigorios Siokas is the Company’s CEO and principal shareholder.

On December 20, 2018, the €1,500,000 ($1,718,400) note payable, originally borrowed pursuant to a Loan Agreement with a third-party lender, dated March 16, 2018, was transferred to Grigorios Siokas. The note bore an interest rate of 4.7% per annum, originally matured on March 18, 2019 pursuant to the original agreement, which was extended to December 31, 2021, and again to December 31, 2024. During the year ended December 31, 2022, the Note was paid in full and as of December 31, 2025 the Company had no outstanding balance.

Dimitrios Goulielmos

Dimitris Goulielmos was the Company’s former CEO and a Director of the Company.

On November 21, 2014, the Company entered into an agreement with Dimitrios Goulielmos, as amended on November 4, 2016. Pursuant to the amendment, this loan has no maturity date and is non-interest bearing. As of December 31, 2025 and 2024, the Company had a principal balance of €10,200 ($11,971) and €10,200 ($10,558), respectively.

The above balances are adjusted for the foreign currency rate as of the balance sheet date. For the years ended December 31, 2025 and 2024, the Company recorded a foreign currency translation loss of $1,413 and a gain of $725, respectively.

F-39

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Loans Payable – Related Party

A summary of the Company’s related party loans payable during the years ended December 31, 2025 and 2024 is presented below:

|  | 2025 |  |  | 2024 |
Beginning balance |  | $ | 6,194 |  |  | $ | 13,257 |
Proceeds |  |  | - |  |  |  | - |
Set-offs |  |  | 774,371 |  |  |  |  |
Payments |  |  | (781,394 | ) |  |  | (6,210 |
Foreign currency translation |  |  | 829 |  |  |  | (853 | )
Ending balance |  | $ | - |  |  | $ | 6,194 |

Grigorios Siokas

From time to time, Grigorios Siokas, the Company’s Chief Executive Officer, provides financing to the Company in the form of non-interest-bearing loans with no fixed repayment terms.

As of December 31, 2025 and 2024, the outstanding principal balance of these loans amounted to $0 and $6,194, respectively, and was included in loans payable to related parties.

During the year ended December 31, 2025, the Company’s wholly owned subsidiary, SkyPharm S.A., repaid an aggregate amount of $781,394 to Mr. Siokas. This repayment was effected through a set-off against outstanding salary and bonus liabilities owed to him.

All related-party balances denominated in foreign currencies are translated at the exchange rates prevailing at the balance sheet date. For the years ended December 31, 2025 and 2024, the Company recognized a foreign exchange loss of $829 and a foreign exchange gain of $853, respectively.

Except as disclosed above, the Company has not entered into any material transactions with its directors, executive officers, promoters, beneficial owners of more than five percent of its common stock, or immediate family members of such persons.

F-40

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 10 – LINES OF CREDIT

A summary of the Company’s lines of credit as of December 31, 2025 and 2024, is presented below:

|  | December 31, 2025 |  |  | December 31, 2024 |
National Bank of Greece |  | $ | 6,516,307 |  |  | $ | 4,012,642 |
Alpha Bank of Greece |  |  | 946,426 |  |  |  | 960,867 |
Pancreta Bank |  |  | 309,839 |  |  |  | 1,583,291 |
Attica Bank |  |  | 923,036 |  |  |  | - |
EFG |  |  | 482,076 |  |  |  | 428,252 |
Ending balance |  | $ | 9,177,684 |  |  | $ | 6,985,052 |

The Company has three lines of credit with the National Bank of Greece, which are renewed annually. The three lines have interest rates of 6.00% (the “National Bank LOC”), 3.6% (the “COSME 2 Facility”), and 3.6% plus the six-month Euribor rate and any contributions currently in force by law on certain lines of credit (the “COSME 1 Facility”).

The maximum borrowing allowed for the 6% line of credit was $5,868,000 and $5,175,500 as of December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, the Company increased the maximum borrowing capacity under this line of credit. This amendment was executed to enhance financial flexibility and support the Company’s operational and strategic initiatives. The outstanding balance of the facility was $5,463,862 and $3,165,058, as of December 31, 2025 and 2024, respectively.

The cumulative maximum borrowing allowed for the COSME 1 Facility and COSME 2 Facility (collectively, the “Facilities”) was $1,173,600 and $1,035,100 as of December 31, 2025 and 2024, respectively. The outstanding balance of the Facilities was $1,052,445 and $895,987 as of December 31, 2025 and 2024, respectively.

The Company maintains a line of credit with Alpha Bank of Greece (“Alpha LOC”), which is renewed annually and has a current interest rate of 6.00% plus the three-month Euribor rate. The maximum borrowing allowed was $1,035,100 and $1,035,100 as of December 31, 2025 and 2024, respectively. The outstanding balance of the Alpha LOC was $946,427 and $960,828, as of December 31, 2025 and 2024, respectively.

The Company holds a line of credit with Pancreta Bank (“Pancreta LOC”), which is renewed annually and has a current interest rate of 4.50% plus the three-month Euribor rate. The maximum borrowing allowed as of December 31, 2025 and 2024 was $1,760,400 and $1,552,650, respectively. As of December 31, 2025 and 2024, the outstanding balance of the Pancreta LOC was $309,839 and $1,583,291, respectively.

F-41

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The Company maintains a line of credit with EGF (“EGF LOC”), which is renewed annually and has a current interest rate of 3.14% plus the three-month Euribor rate. The maximum borrowing allowed as of December 31, 2025 and 2024 was $469,440 and $414,040, respectively. As of December 31, 2025 and 2024, the outstanding balance of the EGF LOC was $482,075 and $428,251, respectively.

On January 27, 2025, the Company entered into a bond loan agreement with Attica Bank, providing for maximum borrowings of up to €2,200,000 ($2,357,120). Under the terms of the facility, the Company received initial proceeds of €700,000 ($749,600), which were classified as Notes Payable in the Company’s consolidated financial statements. The remaining borrowing capacity of €1,500,000 ($1,760,400) is available to the Company on a revolving basis, subject to the provision of qualifying checks receivable as security for each drawing. These subsequent drawdowns are classified as Lines of Credit due to their secured and contingent nature. The facility bears interest at a floating rate of 2.95% plus the applicable 6-month Euribor, recalculated periodically in accordance with market conditions. The loan agreement includes standard covenants and collateral arrangements customary for this type of facility. The loan is further secured by a preliminary mortgage of €2,640,000 ($3,098,304) registered on Company’s owned warehouse facilities. The maximum borrowing allowed as of December 31, 2025 was $1,760,400 and the outstanding balance of the Attica Bank LOC as of December 31, 2025 was $923,036.

Under the aforementioned line of credit agreements, the Company is required to maintain certain financial ratios and covenants. As of December 31, 2025 and 2024, the Company was in compliance with these ratios and covenants.

All lines of credit are guaranteed by customer receivable checks, which are a type of factoring in which postponed customer checks are assigned by the Company to the bank, in order to be financed at an agreed upon rate.

For the years ended December 31, 2025 and 2024, interest expense on the Company’s outstanding lines of credit balances was $515,808 and $503,745, respectively.

F-42

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 11 – NOTES PAYABLE

A summary of the Company’s third-party debt during the years ended December 31, 2025 and 2024 is presented below:

December 31, 2025 |  | Trade Facility |  |  | Third Party |  |  | COVID Loans |  |  | Total |
Beginning balance, January 1, 2025 |  |  | 1,397,385 |  |  |  | 2,557,023 |  |  |  | 154,505 |  |  |  | 4,108,913 |
Proceeds |  |  | - |  |  |  | 2,328,190 |  |  |  | - |  |  |  | 2,328,190 |
Payments |  |  | (352,080 | ) |  |  | (2,563,444 | ) |  |  | (23,467 | ) |  |  | (2,938,991 | )
Debt exchanges |  |  | - |  |  |  | (293,400 | ) |  |  | - |  |  |  | (293,400 | )
Recapitalization of debt |  |  | - |  |  |  | 25,000 |  |  |  | - |  |  |  | 25,000 |
Foreign currency translation |  |  | 186,975 |  |  |  | 340,834 |  |  |  | 17,816 |  |  |  | 545,625 |
Ending balance, December 31, 2025 |  |  | 1,232,280 |  |  |  | 2,394,203 |  |  |  | 148,854 |  |  |  | 3,775,337 |
Notes payable – long-term |  |  | - |  |  |  | (1,514,379 | ) |  |  | (69,684 | ) |  |  | (1,584,063 | )
Notes payable - short-term |  |  | 1,232,280 |  |  |  | 879,824 |  |  |  | 79,170 |  |  |  | 2,191,274 |

December 31, 2024 |  | Trade Facility |  |  | Third Party |  |  | COVID Loans |  |  | Total |
Beginning balance, January 1, 2024 |  | $ | 1,908,195 |  |  |  | 2,511,148 |  |  |  | 186,884 |  |  |  | 4,606,227 |
Proceeds |  |  | - |  |  |  | 828,080 |  |  |  | - |  |  |  | 828,080 |
Payments |  |  | (388,163 | ) |  |  | (634,653 | ) |  |  | (22,806 | ) |  |  | (1,045,622 | )
Foreign currency translation |  |  | (122,647 | ) |  |  | (147,552 | ) |  |  | (9,573 | ) |  |  | (279,772 | )
Ending balance, December 31, 2024 |  |  | 1,397,385 |  |  |  | 2,557,023 |  |  |  | 154,505 |  |  |  | 4,108,913 |
Notes payable – long-term |  |  | - |  |  |  | (1,437,798 | ) |  |  | (122,635 | ) |  |  | (1,560,433 | )
Notes payable - short-term |  | $ | 1,397,385 |  |  |  | 1,119,225 |  |  |  | 31,870 |  |  |  | 2,548,480 |

Our outstanding debt as of December 31, 2024 is repayable as follows:

|  | December 31, 2025 |
2026 |  | $ | 2,191,273 |
2027 |  |  | 742,383 |
2028 |  |  | 487,236 |
2029 |  |  | 272,292 |
2030 and thereafter |  |  | 82,153 |
Total debt |  |  | 3,775,337 |
Less: notes payable - current portion |  |  | (2,191,274 | )
Notes payable - long term portion |  | $ | 1,584,063 |

F-43

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Trade Facility Agreements

On May 12, 2017, SkyPharm entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”) as amended on November 16, 2017 and May 16, 2018.

On October 17, 2018, the Company entered into a further amended agreement with Synthesis whereby the current balance on the TFF as of October 1, 2018, which was €4,866,910 ($5,629,555) and related accrued interest of €453,094 ($524,094) would be split into two principal balances of Euro €2,000,000 ($2,316,000), (the “EURO Loan”) and USD $4,000,000 (the “USD Loan”). Interest on both the EURO Loan and USD Loan commenced on October 1, 2018, at 6% per annum plus one-month Euribor, and 6% plus one-month LIBOR, respectively.

On December 30, 2020, the Company transferred the EURO Loan to a new third-party lender. The terms remained the same except interest accrues at 5.5% per annum plus one-month Euribor. The principal was scheduled to be repaid in a total of five quarterly installments beginning October 31, 2021 of €50,000 ($54,600) each with a final repayment of €1,800,000 ($1,965,600) payable on October 31, 2022.

On March 3, 2022, the Company entered into a modification agreement to extend the maturity date to January 10, 2023, and payments under the USD Loan. During June 2022, the Company agreed with the Lender to postpone the repayment of an installment of $500,000 due on June 30, 2022 (based on the modification agreement signed on March 3, 2022) until January 2023. During September 2022, the Company entered into an agreement with the Lender to postpone the repayment of the outstanding balance on the USD Loan of $3,950,000, plus unpaid accrued interest until January 2023. The Company capitalized fees paid upon modification of €200,000 ($221,060) that are being amortized over the life of the loan. The Company incurred non-cash interest expense of $216,182 during the year ended December 31, 2022, concerning the above capitalized fees.

During the year ended December 31, 2022, the Company repaid €175,000 ($191,100) of the EURO Loan and $2,593,363 of the USD Loan such that as of December 31, 2022, the Company had principal balances of €1,775,000 ($1,898,895) and $1,406,637 under the agreements, respectively. As of December 31, 2022, the Company had accrued $309,365 in interest expense related to these agreements.

On December 21, 2022, the USD Loan was assigned to GIB Fund Solutions ICAV (the “Fund”). On January 31, 2023, the Company paid $1,100,000 to the Fund under a full and final settlement agreement for the USD Loan, recording a gain on extinguishment of debt of $306,637 relating to the waiver of the unpaid balance. Additionally, the Company repaid €50,000 ($50,310) of the EURO Loan during the year ended December 31, 2024.

On December 22, 2022 SkyPharm signed an agreement for the extension of the payments and an increase in interest rate due under the EURO loan, that was extended to be repaid with a balloon payment now due on October 31, 2025. This extension was agreed upon in writing on December 22, 2022, with a retroactive modification date to October 31, 2022 (the original maturity date).

As of December 31, 2024, the Company had an outstanding principal balance of €1,350,000 ($1,397,385) all of which $1,327,440 was classified as “Notes payable - long term portion” on the consolidated balance sheets.

The Company repaid €300,000 ($352,080) of the EURO Loan during the 12 months ended December 31, 2025. As of December 31, 2025, the Company had an outstanding principal balance of €1,050,000 ($1,232,280), all of which is classified as “Notes payable” on the consolidated balance sheets. For the year ended December 31, 2025, the Company had accrued $113,962, in interest expense related to these agreements.

F-44

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Third Party Debt

June 23, 2020 Debt Agreement

On June 23, 2020, the Company’s subsidiary, Cosmofarm, entered into an agreement with the National Bank of Greece S.A. (the “Bank”) to borrow a maximum of €500,000 ($611,500). The note has a maturity date of 60 months from the date of the first disbursement, which includes a grace period of nine months. The total amount of the initial proceeds was received in three equal monthly installments. The note is interest bearing from the date of receipt and is payable every three months at an interest rate of 3.06% plus 3-month Euribor (2.06% as of December 31, 2025). The outstanding balance was €0 ($0) and €88,235 ($91,332) as of December 31, 2025 and 2024, respectively, of which $0 and $91,332 was classified as “Notes payable – long-term portion” respectively, on the accompanying consolidated balance sheets. During the year ended December 31, 2025, the Company repaid €88,235 ($103,553) of the principal balance.

November 19, 2020 Debt Agreement

On November 19, 2020, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($611,500). The note matures on November 18, 2025 and bears an annual interest rate, based on a 360-day year, of 3% plus 0.6% plus 6-month Euribor when Euribor is positive (2.12% as of December 31, 2025). The principal is to be repaid in 18 quarterly installments of €27,778 ($30,333). During the year ended December 31, 2025, the Company repaid €111,111 ($130,400) of the principal and as of December 31, 2025, the Company had accrued interest of €3,387 ($3,975) related to this note and an outstanding principal balance of €0 ($0) and €111,111 ($115,011) as of December 31, 2025 and December 31 2024, respectively.

July 30, 2021 Debt Agreement

On July 30, 2021, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($578,850). The note matures on August 5, 2026 and bears an annual interest rate that applies to 60% of the principal of the note that is based on a 365-day year, of 5.84% plus 3-month Euribor when Euribor is positive (2.06% as of December 31, 2025). Pursuant to the terms of the agreement, there is a nine-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 18 quarterly installments of €27,778 commencing three months from the end of the grace period During the year ended December 31, 2025, the Company repaid €105,747 ($109,459) of the principal. As of December 31, 2025, the Company had accrued interest of €20,038 ($23,517), principal of €90,345 ($106,029), of which $0 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024, the Company had accrued interest of €15,778 ($16,332), principal of €206,343 ($213,585). During the year ended December 31, 2025, the Company repaid €115,998 ($136,135) of the principal.

June 9, 2022 Debt Agreement

On June 9, 2022, the Company entered into an agreement with a third-party lender in the principal amount of €320,000 ($335,008). The note matures on June 16, 2027 and bears an annual interest rate of 2.64% plus an additional rate of 0.60%, plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a 12-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 17 equal quarterly installments of €18,824. During the year ended December 31, 2025, the Company repaid €80,000 ($93,888) of the principal. As of December 31, 2025 the Company had accrued interest of €4,262 ($5,002) and an outstanding balance of €100,000 ($117,360) of which $23,472 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024 the outstanding balance was €180,000 ($186,318).

F-45

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

July 14, 2023 Debt Agreement

On July 14, 2023, the Company entered into an agreement with a third-party lender in the principal amount of €1,000,000 ($1,123,700). The note matures on July 31, 2028, and bears an annual interest rate of 3.5% plus an additional rate of 0.60% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a nine-month grace period for interest and principal repayment. The principal is to be repaid in 18 equal quarterly installments of €55,556 commencing on May 2, 2024. During the year ended December 31, 2025, the Company repaid €217,267 ($254,984) of the principal. As of December 31, 2025, the Company has accrued interest of €19,879 ($23,330) and an outstanding balance of €597,483 ($701,206) of which $446,405 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024 the outstanding balance was €814,750 ($843,348).

Cloudscreen

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI)-powered platform, pursuant to the purchase agreement announced on October 11, 2023. Cloudscreen is a multimodal platform specialized in drug repurposing, a process that involves identifying new target proteins or indications for existing drugs for use in treating different diseases. The total purchase price amounted to $637,080 and consisted of 280,000 shares of the Company's common stock with a fair value of $319,200 and $317,880 to be settled in cash pursuant to the Promissory Note signed on October 10, 2023.

During the year ended December 31, 2025, the Company repaid $22,421 of the outstanding balance. The remaining balance of $293,400 was converted into shares of the Company's common stock pursuant to a debt exchange agreement. The number of shares issued was determined using a contractually agreed conversion price of $0.65 per share, while the market price of the Company's common stock on the date of the exchange was $0.498 per share. As a result of this conversion, the Company recognized a gain on extinguishment of debt of $68,610, representing the difference between the carrying value of the extinguished obligation and the fair value of the shares issued in settlement. As of December 31, 2025, the Company had no remaining outstanding balance related to this obligation, compared to an outstanding balance of $279,348 as of December 31, 2024.

July 29, 2024 Debt Agreement

On July 29, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($432,760). The note matures on July 31, 2029 and bears an annual interest rate of 2.58% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a six-month grace period for principal and interest repayment. The principal is to be repaid in 18 equal quarterly installments of €22,222 commencing on April 30, 2025. During the year ended December 31, 2025, the Company repaid principal of €44,444 ($52,160). As of December 31, 2025, and December 31, 2024, the Company had an outstanding balance of €355,556 ($417,080) and €400,000 ($414,040) of which $312,960 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

December 20, 2024 Debt Agreement

On December 20, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($414,040). The note matures on December 20, 2027, and bears an annual interest rate of 2.5% plus an additional rate of 0.60% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a six-month grace period for principal repayment. The principal is to be repaid in 6 equal semiannual installments of €66,667 commencing on June 20, 2025. During the 12 months ended December 2025, the Company repaid principal of €133,333($156,480) . As of December 31, 2025, and December 31, 2024, the Company an outstanding balance of €266,667 ($312,960) and €400,000 ($414,040), of which ($156,480) is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

F-46

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

January 27, 2025 Debt Agreement

On January 27, 2025, the Company entered into a bond loan agreement with Attica Bank, providing for maximum borrowings of up to €2,200,000 ($2,357,120). Under the terms of the facility, the Company received initial proceeds of €700,000 ($821,520), which were classified as Notes Payable in the Company’s consolidated financial statements. The remaining borrowing capacity of €1,500,000 ($1,619,400) is available to the Company on a revolving basis, subject to the provision of qualifying checks receivable as security for each drawing. These subsequent drawdowns are classified as Lines of Credit due to their secured and contingent nature. The facility bears interest at a floating rate of 2.95% plus the applicable 6-month Euribor (2.12% as of December 31, 2025). The Note Payable portion of the facility is to be repaid in 10 equal semiannual installments of €70,000 commencing on July 27, 2026. During the year ended December 31, 2025, the Company repaid principal of €70,000 ($82,152). As of December 31, 2025 the Company has accrued interest of €28,702 ($33,685) and an outstanding balance of €630,000 ($739,368), of which $575,064, is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets as of December 31, 2025. The loan is secured by a preliminary mortgage of €2,640,000 ($3,098,304) registered on Company’s owned warehouse facilities.

May 29, 2025 Debt agreement

On May 29, 2025, the Company entered into a business loan agreement (the “Note”) with a third-party lender in the principal amount of $525,000. The Note carried debt issuance fees of $25,000, which are being amortized over the life of the loan. The loan is short-term in nature, as it was scheduled to be fully repaid by December 15, 2025, through weekly installments. The Note bears fixed total interest of $231,000, which is being accrued evenly over the term of the loan and is payable together with the principal installments. During the year ended December 31, 2025, the Company made aggregate principal and interest repayments totaling $756,000. As of December 31, 2025 the Company had an outstanding balance of $0.

COVID-19 Government Loans

May 12, 2020 Loan

On May 12, 2020, the Company’s subsidiary, SkyPharm, was granted loan from the Greek government and, on May 22, 2020, received the amount of €300,000 ($366,900). The loan would be repaid in 40 equal monthly installments beginning on July 29, 2022. As a condition to the loan, the Company was required to retain the same number of employees until October 31, 2020. As of December 31, 2025, the principal balance was €87,500 ($102,690). During the year ended December 31, 2025, the Company repaid €15,625 ($18,338) of the principal balance. The outstanding balance as of December 31, 2024 was €103,125 ($106,745).

June 24, 2020 Debt Agreement

On June 24, 2020, the Company’s subsidiary, Decahedron, received a loan £50,000 ($68,310) from the UK government. The loan has a ten-year maturity and bears interest at a rate of 2.5% per annum beginning 12 months after the initial disbursement, which was on July 10, 2020. The Company may prepay this loan without penalty at any time. As of December 31, 2025, the principal balance was £34,330 ($46,164). As of December 31, 2024, the principal balance was £38,144 ($47,761).

None of the above loans were made by any related parties.

F-47

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 12 – CONVERTIBLE DEBT

A summary of the Company’s convertible debt during the 9-month period ended December 31, 2025 and the year ended December 31, 2024 is presented below:

|  | December 31, 2025 |  |  | December 31, 2024 |
Beginning balance convertible notes |  | $ | - |  |  |  | - |
Issuance of new convertible notes |  |  | 9,839,348 |  |  |  | - |
Payments |  |  | - |  |  |  | - |
Conversion to common stock |  |  | (310,000 | ) |  |  | - |
Subtotal notes |  |  | 9,529,348 |  |  |  | - |
Unamortized debt discount |  |  | (3,732,226 | ) |  |  | - |
Fair value adjustment |  |  | 608,456 |  |  |  | - |
Convertible note payable, net of fair value adjustment and unamortized debt discount |  | $ | 6,405,578 |  |  |  | - |
Convertible Notes payable – long-term |  |  | 4,267,774 |  |  |  | - |
Convertible Notes payable - short-term |  |  | 2,137,804 |  |  |  | - |

As permitted under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments (“ASC 825”), the Company elects to account for its convertible promissory note, which meets the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations. This election is made on an instrument-by-instrument basis as permitted under ASC 825. The portion of total changes in fair value of the convertible promissory note attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). As a result of electing the fair value option, direct costs and fees related to the convertible promissory note are expensed as incurred.

The Company estimates the fair value of the convertible promissory note using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and volume volatility of our common stock, the time to expiration of the convertible promissory note, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, we estimate our expected future volatility based on the actual volatility of our common stock and historical volatility of our common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date, giving consideration to the voluntary, mandatory and potential accelerated redemption scenarios. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. Probability of default is estimated using Bloomberg's Default Risk function which uses our financial information to calculate a default risk specific to the Company.

F-48

COSMOS HEALTH INC.

Notes to Consolidated Financial Statements

December 31, 2025

May & July 2025 Convertible Promissory Notes

On May 23, 2025 the Company issued two convertible promissory notes (the “May 2025 Notes”) to two separate investors. One of the May 2025 Notes had a principal amount of $235,000 and the other had a principal amount of $75,000. The May 2025 Notes accrue interest at 10%. Beginning on the 180th day after the issuance date, the investors shall have the right to convert the May 2025 Notes into common stock at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the ten-day trading day period ending on the latest trading day prior to the conversion date. The May 2025 Notes may be prepaid before maturity, however, they are subject to the following prepayment terms: 1) if the note is prepaid during the period beginning on the issuance date and ending on the 60th day following issuance, the outstanding principal and accrued interest must be repaid at 115% of the outstanding balance, 2) if the note is prepaid during the period beginning on 61st day following issuance and ending on the 120th day following issuance, the outstanding principal and accrued interest owed shall be repaid at 120% of the outstanding balance, and 3) if the note is repaid during the period beginning on the 121st day after issuance and ending on the 180th day after issuance, the outstanding principal and accrued interest owed shall be repaid at 125% of the outstanding balance.

On July 9, 2025 the Company issued two convertible promissory notes; one convertible promissory note was issued to Boot Capital LLC (the “Second Boot Note”) and other was issued to Vanquish Funding Group, Inc. (the “Vanquish Note”). Together, the two notes are referred to as the “July 2025 Notes”. The Second Boot Note has a principal amount of $75,000 and the Vanquish Note has a principal amount of $150,000. The July 2025 Notes have identical terms to the May 2025 Notes. The Conversion Price of these notes shall equal 75% of the Market Price. “Market Price” means the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

Due to certain embedded features within the May and July 2025 Notes, the Company elected to account for the May and July 2025 Notes and all the embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of non-operating income (loss) in the consolidated statements of operations. As a result of electing the fair value option, $23,100 of direct costs and fees related to the issuance of the May 2025 Notes were expensed immediately. There were no direct costs and fees related to the issuance of the July 2025 Notes.

During the period from November 24, 2025 through December 7, 2025, the Company issued an aggregate of 783,430 shares of its common stock upon the conversion of the Company’s May 2025 Convertible Promissory Notes (the “May 2025 Notes”), resulting in the full settlement of the notes. The conversions satisfied total obligations of $327,661, consisting of $310,000 of outstanding principal and accrued interest, in accordance with the conversion terms of the May 2025 Notes.

For the year ended December 31, 2025, the Company recorded a loss of $120,347 related to the change in fair value of the May and July 2025 Notes, recognized in other income (expense) in the consolidated statements of operations. The loss includes the May 2025 Notes, which were fully converted during the fourth quarter of 2025. The Company measured the fair value of the common stock issued at each respective conversion date, and the related profit and loss impact, including amounts associated with the fair value of the May Notes as of December 31, 2025, was recognized in the statement of operations.

Interest expense on the May and July 2025 Notes totaled $27,248 for the year ended December 31, 2025 and is included within “Interest expense” in the consolidated statement of operations.

June 2025 Convertible Promissory Note

On June 9, 2025 the Company issued a secured convertible promissory note (the “June 2025 Note”) to an investor. The June 2025 Note has a principal amount of $1,304,347.83 and was issued with an 8% original issue discount. As a result the Company received proceeds of $1,200,000 from the investor in exchange for the June 2025 Note. Interest accrues at a rate of 18% per annum on the June 2025 Note, however, the first nine months of interest accrue on the June 2025 Note immediately. The June 2025 Note has a maturity date of June 9, 2026. The June 2025 Note is convertible into common stock at a conversion price of $0.40 per share.

F-49

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Due to certain embedded features within the June 2025 Note, the Company elected to account for the June 2025 Note and all the embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of non-operating income (loss) in the consolidated statements of operations. As a result of electing the fair value option, $274,783 of direct costs and fees related to the issuance of the June 2025 Note were expensed immediately.

The fair value of the convertible notes was estimated using a Monte Carlo simulation model. Significant assumptions included a stock price of $0.42, expected annualized volatility of 89.0%, risk-free interest rate of 3.96%, dividend yield of 0%, and a discount rate of 22.0%. The simulation used a one-year forecast horizon with 52 weekly steps and 50,000 trials. Event assumptions included a 10% probability of prepayment, 10% probability of a qualified financing event, 75% probability of payment at maturity (June 29, 2026), and 5% probability of default (assumed June 9, 2026), with a valuation date of December 31, 2025.

For the year ended December 31, 2025 the Company recorded a loss of $573,474 related to the change in fair value of the June 2025 Note which was recognized in “Change in fair value of convertible notes” in the consolidated statements of operations.

Interest expense on the June 2025 Note totaled $131,087 for the year ended December 31, 2025 and is included within Interest expense in the consolidated statement of operations.

On August 5, 2025, the Company entered into an amendment to its June 2025 Note. The amendment was executed following the Company’s failure to make its initial interest payment, which constituted an event of default under the original agreement. Under the terms of the amendment, the Company issued 500,000 shares of common stock to the investor as consideration for curing the default and agreeing to subordinate its lien position to that of the August 2025 Note (as defined below) investor, which provided subsequent financing to the Company. The Company also paid $19,565 of accrued interest, curing the prior default in full.

The amendment further introduced provisions requiring the Company to apply 30% of any proceeds from future At-The-Market (“ATM”) equity offerings with Alliance Global Partners (A.G.P.) toward repayment of the June 2025 Note, established a 24% default interest rate and a $500 daily penalty in the event of future payment defaults, and added a new Nasdaq listing compliance clause that would constitute an event of default upon delisting or failure to maintain listing standards. All other terms of the June 2025 Note, including its principal balance, stated interest rate, conversion features, and maturity date, remained unchanged.

The issuance of shares to the investor was accounted for as a non-cash debt modification expense, measured at the fair value of the shares on the amendment date of $439,000 and recorded in change in fair value of convertible notes in the consolidated statements of operations. The amendment did not represent a substantial modification or extinguishment of the existing debt under ASC 470-50, as the primary economic terms of the June 2025 Note remained intact.

August 2025 Convertible Promissory Note

On August 5, 2025 the Company issued a senior secured convertible promissory note (the “August 2025 Note”) to an investor. The August 2025 Note has a principal amount of $8,000,000, an original issue discount of $720,000 and incurs interest at a rate of 9% per annum. Interest is payable in shares of common stock or in cash, at the Company’s election. The August 2025 Note may be converted by the investor at any time following issuance into shares of the Company’s common stock. The conversion price is set as the lower of $1.05 or a market price, equal to 92% of the lowest daily VWAP during the ten preceding trading days immediately preceding the conversion date. The terms of the August 2025 Note stipulate certain covenants, including commencing on September 30, 2025, on the final day of each fiscal quarter, the Company shall have an available cash and cash equivalents balance of at least $400,000.

F-50

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The Company identified certain embedded features within the August 2025 Note that were required to bifurcated as derivative liabilities in accordance with ASC 815-40. Upon issuance, the Company recognized the fair value of the derivative liability of $2,817,218 which was included as a debt discount. Subsequent changes in the fair value of the derivative liability are recorded as a component of non-operating income (loss) in the consolidated statements of operations. Upon issuance, the Company capitalized $736,250 of direct costs and fees related to the issuance of the August 2025 Notes as additional debt discount which are amortized over the life of the August 2025 Note.

For the year ended December 31, 2025, the Company recorded a gain of $1,525,020 related to the change in fair value of the derivative liability which was recognized in change in fair value of convertible notes in the consolidated statements of operations.

Interest expense on the August 2025 totaled $829,242 for the year ended December 31, 2025, comprised of $541,242 for the amortization of debt discount and $288,000 for coupon interest.

The following table presents the change in fair value of the derivative liability for the periods identified:

Balance, January 1, 2025 |  | $ | - |
Derivative liability associated with the August 2025 Note issued |  |  | 2,817,218 |
Change in fair value of the derivative liability |  |  | (1,525,020 | )
Balance, December 31, 2025 |  | $ | 1,292,198 |

NOTE 13 – LEASES

The Company has various operating and finance lease agreements with terms up to ten years, for various types of property and equipment (such as office space and vehicles) etc. Some leases include options to purchase, terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

Operating Leases

The Company’s weighted-average remaining lease term relating to its operating leases is 2.96 years, with a weighted-average discount rate of 6.74%.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of December 31, 2025:

Maturity of Operating Lease Liability |  |  |
2026 |  |  | 254,014 |
2027 |  |  | 183,984 |
2028 |  |  | 120,861 |
2029 |  |  | 63,519 |
2030 and thereafter |  |  | 39,952 |
Total undiscounted operating lease payments |  | $ | 662,330 |
Less: Imputed interest |  |  | (66,742 | )
Present value of operating lease liabilities |  | $ | 595,588 |

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COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The Company incurred lease expense, due to amortization of operating lease right-of-use assets, of $263,795 and $296,914 which was included in “General and administrative expenses,” for the 12 months ended December 31, 2025 and 2024, respectively.

Finance Leases

The Company’s weighted-average remaining lease term relating to its finance leases is 0.42 years, with a weighted-average discount rate of 6.74%.

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s finance leases as of December 31, 2025:

Maturity of Lease Liability |  |  |
2026 |  |  | 3,908 |
Total undiscounted finance lease payments |  | $ | 3,908 |
Less: Imputed interest |  |  | (54 | )
Present value of finance lease liabilities |  | $ | 3,854 |

The Company had financing cash flows used in finances leases of $10,037 and $33,595 for the years ended December 31, 2025 and 2024, respectively.

The Company incurred interest expense on its finance leases of $528 and $2,065 which was included in “Interest expense,” for the years ended December 31, 2025 and 2024, respectively. The Company incurred amortization expense on its finance leases of $8,289 and $29,883 which was included in “Depreciation and amortization expense,” for the years ended December 31, 2025 and 2024, respectively.

NOTE 14 – OTHER LIABILITIES

As of December 31, 2025, the Company’s other liabilities primarily consist of obligations to local tax authorities, including payroll taxes, fines and penalties, provisions for unaudited tax years and staff termination benefits, customer prepayments (deferred revenue), and other miscellaneous liabilities.

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COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

The significant components of other liabilities are as follows:

| · | The Company's Greek subsidiaries have $3,618,875 and $2,552,488 in settled tax liabilities as of December 31, 2025 and December 31, 2024, respectively, which are payable in installments to the Greek tax authorities (AADE). These settled tax liabilities arise from prior year tax assessments that have been formally agreed upon with the Greek tax authorities and are being repaid pursuant to approved installment payment arrangements. The instalment arrangements generally provide for equal monthly payments over the applicable repayment period. Most of the outstanding settled tax liabilities are expected to be fully repaid by December 31, 2027, with the remaining balances payable through no later than December 31, 2028. All installment arrangements are current as of December 31, 2025, and the Company's Greek subsidiaries are in compliance with the terms of their respective payment schedules with the Greek tax authorities.
| · | Payroll tax-related current liabilities amount to $2,570,839 and $1,191,315 as of December 31, 2025 and December 31, 2024, respectively, and represent obligations due to tax authorities within the next twelve months.
| · | The Company has recorded a tax contingency provision of $678,970 related to potential tax liabilities that may arise upon examination of the unaudited tax years of SkyPharm S.A. by the Greek tax authorities. This provision has been recorded in accordance with ASC 450-20, as management has assessed that a loss contingency is both probable and reasonably estimable based on the nature of the items under consideration. The provision reflects management's best estimate of potential exposures across several categories of Greek tax compliance risk, including but not limited to: (i) stamp duty on intercompany loans and cash advances; (ii) interest and penalties that may be assessed by the Greek Independent Authority for Public Revenue on any tax deficiencies identified upon audit, calculated in accordance with applicable Greek tax legislation; (iii) potential disallowance of certain deductible expenses or tax positions taken in prior periods that remain subject to examination; and (iv) other incidental tax exposures identified in the course of management's internal assessment.
| · | A provision of $383,393 has been recognized for staff leaving compensation, based on actuarial valuations performed in accordance with ASC 715-30 (Defined Benefit Plans – Pension).
| · | Customer prepayments totaling $912,331 and $363,708 as of December 31,2025 and December 31, 2024, respectively, are included in “Other Current Liabilities” as of December 31, 2025, in accordance with ASC 606-10-45-2 (Revenue Recognition – Contract Liabilities).
| · | Other various liabilities of $213,297 are included in “Other Current Liabilities” as of December 31, 2025.

Liabilities that are due within 12 months from the balance sheet date are classified under “Other Current Liabilities. “Obligations that extend beyond 12 months are classified as “Other Non-Current Liabilities.”

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. As of December 31, 2025, the following litigations were pending. None of the below is expected to have a material financial or operational impact.

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COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Urban Planning Compensation Claim – Cana Laboratories

In October 2023, the Company’s subsidiary, Cana Laboratories, was approached by an attorney representing two clients seeking compensation of €39,211 related to 34.70 square meters of urban sprawl, for which an Act of Imputation had been issued by the Department of Urban Planning. The Company’s legal counsel has advised that Cana is not obligated to accept the compensatory value as agreed and has suggested exploring an out-of-court settlement. As of the date of this report, the clients’ attorney has not provided further communication.

Pending Lawsuits Against Hospitals – Cana Laboratories SA

Cana Laboratories SA v. Evangelismos Hospital (Case No. ΑΓ1530/2022) — Cana Laboratories SA filed a lawsuit seeking recovery of approximately €278,054 ($326,852) plus accrued interest for unpaid invoices. The court issued Decision No. 2161/2025 rejecting the claim, against which the Company has filed an appeal before the Council of State. The ultimate outcome of the appeal remains uncertain at this time.

Cana Laboratories SA v. Evangelismos Hospital (Case No. ΑΓ1225/2023) — Cana Laboratories SA filed a lawsuit seeking recovery of approximately €248,382 ($291,501) plus accrued interest for unpaid invoices. The hearing, originally scheduled for April 8, 2025, has been postponed to May 19, 2026. Legal counsel assesses the likelihood of success and collection of the claimed amount as probable.

Cana Laboratories SA v. Konstantopouleio Hospital (Case No. ΑΓ1234/2023) — Cana Laboratories SA had initiated legal proceedings to recover approximately €1,291 ($1,515) plus accrued interest for unpaid invoices. This matter has been subsequently resolved through full repayment of the outstanding balance by the defendant.

Cana Laboratories SA v. Papanikolaou Hospital (Case No. ΑΓ575/2024) — Cana Laboratories SA had initiated legal proceedings to recover approximately €89,948 ($105,563) plus accrued interest for unpaid invoices. This matter has been subsequently resolved through full repayment of the outstanding balance by the defendant.

Cana Laboratories SA v. Theageneio Hospital (Case No. ΑΓ574/2024) — Cana Laboratories SA had initiated legal proceedings to recover approximately €16,272 ($19,097) plus accrued interest for unpaid invoices. This matter has been subsequently resolved through full repayment of the outstanding balance by the defendant.

All above claims have been classified under “Other assets” within non-current assets in the Company’s consolidated balance sheets as of December 31, 2025.

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COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Employment Dispute – Cana Laboratories

A lawsuit filed on April 5, 2018, by a former employee against the Company’s subsidiary, Cana, before the Athens Court of First Instance, sought the nullification of the termination of employment and compensation for unpaid wages and moral damages. Following multiple appeals, Judgment No. 1192/2024 was issued on September 26, 2023, requiring Cana to reinstate the former employee, with a penalty of €200 per day for non-compliance. According to the Company’s legal counsel, for the penalty to be enforceable, the former employee must file a new lawsuit requesting reinstatement. As of the date of this report, no such lawsuit or request for reinstatement has been received.

On April 28, 2025, the Company entered into a settlement agreement with a former employee, acknowledging its obligation to pay €62,500 ($83,719) gross (€62,250 net after applicable severance tax) as termination compensation in nine scheduled installments from April to December 2025, with any additional tax, social security, or other charges to be borne solely by the Company; upon timely and full payment of all installments, the former employee agreed to accept the settlement and confirm the lawfulness and validity of the February 23, 2018 termination. As of December 31, 2025, the Company had not executed the last three installments, resulting in an outstanding balance of €31,125 ($36,528). Subsequent to the reporting date, one installment of €6,917 ($8,117) has been executed, with the two remaining installments expected to be settled by the end of the second quarter of 2026.

Neiada A., Neiadas B. v. Cana Laboratories SA

In February 2025, plaintiffs filed a lawsuit against the Company’s subsidiary, Cana Laboratories SA before the Single-Member First Instance Court of Athens, seeking restitution of a leased property and recovery of approximately €21,678 ($25,441) in outstanding rent and compensation for use. The monetary claims have been subsequently settled by the Company. The claim for restitution of the leased property is expected to be resolved through voluntary surrender of the premises, thereby avoiding forced execution.

DA Melissotopi Ltd v. Cana Laboratories SA

In July 2025, plaintiff filed a lawsuit against Cana Laboratories SA before the Single-Member First Instance Court of Athens, asserting claims of approximately €17,868 ($20,970) related to storage and safekeeping fees, custodial and maintenance services, and electronic platform management. The hearing is currently estimated to be scheduled in 2027. Based on the assessment of legal counsel, a significant portion of the claim is expected to be dismissed as inadmissible, with maximum estimated exposure of approximately €4,000 ($4,694).

Claims for Recovery of Receivables

Cosmofarm SA v. Papaleka E. — Cosmofarm SA has initiated legal proceedings before the Single-Member First Instance Court of Athens to recover approximately €20,301 ($23,825) in unpaid invoices. The hearing is estimated to be scheduled in the second half of 2026. Legal counsel assesses the claim as likely to be upheld.

Cosmofarm SA v. Katsanis G. — Cosmofarm SA has initiated legal proceedings before the Single-Member First Instance Court of Athens to recover approximately €15,143 ($17,772) in unpaid invoices. The hearing is estimated to be scheduled in the second half of 2026. Legal counsel assesses the claim as likely to be upheld.

Cosmofarm SA v. Renieris A. — Cosmofarm SA has initiated legal proceedings before the Single-Member First Instance Court of Athens to recover approximately €15,255 ($17,903) in unpaid invoices. The hearing is estimated to be scheduled in the second half of 2026. Legal counsel assesses the claim as likely to be upheld.

F-55

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Tax Assessments — SkyPharm S.A.

In February 2026, the Greek tax authorities issued corrective assessments against the Company's subsidiary SkyPharm S.A. relating to corporate income tax for fiscal years 2017 and 2018 and VAT for fiscal year 2018, aggregating approximately €955,430 ($1,121,510) plus statutory interest. These assessments were issued subsequent to December 31, 2025 and no such assessments were pending, threatened, or known to the Company as of the balance sheet date. The Company has appealed the assessments through the applicable administrative process and based on the advice of legal counsel, believes it has strong grounds for a favourable resolution on both procedural and substantive grounds.

Advisory Agreements

The Company has entered into various advisory and consulting agreements with third-party advisors, under which the advisors provide marketing, investor relations, digital marketing, and general business advisory services. As consideration, the Company issues common stock, with the number of shares, fair value, and vesting schedules established at the grant date. Certain agreements include clawback provisions for unvested shares if the arrangement is terminated prior to full vesting. Stock-based compensation expense related to these agreements is recognized evenly over the respective service periods and is classified as “General and administrative expenses” in the consolidated statements of operations and comprehensive income (loss).

On September 5, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 300,000 shares of its common stock in exchange for stock awareness, investor relations, and digital marketing services. The shares carry full voting rights and vest at a rate of 150,000 shares per month over the 2-month term of the agreement. The fair value of the shares on the issuance date was $0.649 per share, resulting in a total fair value of $194,700.

On July 24, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 169,549 shares of its common stock in exchange for marketing and distribution services. The shares carry full voting rights and vest at a rate of 28,258 shares per month over the 6-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement, any unvested shares as of the termination date will be subject to claw back. The fair value of the shares on the issuance date was $0.5898 per share, resulting in a total fair value of $100,000.

On November 21, 2023, the Company entered into certain consulting agreements with four third-party consultants for the provision of a variety of services such as digital marketing, advisory services relating to target acquisitions and M&As and other additional services as described in the respective agreements. The agreements have duration from ten to 18 months and the consultants will solely receive stock consideration for the services rendered. More precisely, they have been awarded a total of 970,000 shares of the Company’s common stock valued at a total of $999,100 based on the fair value of the Company’s common stock as of the agreements’ date. On September 17, 2024 the terms of two out of the four aforementioned consulting agreements were extended and the consultants received additional 440,000 shares as complementary compensation for the extended services to be provided. The additional stock-based consideration was valued at a total of $501,600 based on the fair value of the Company’s common stock as of the agreements’ date.

On July 1, 2024 the Company entered into a consulting agreement with a third-party consultant for the provision of a variety of services such as preparation of press releases and other publications, relationship management and other additional services as described in the respective agreement. The agreement has a duration of 16 months, and the consultant will solely receive stock consideration for the services rendered. More precisely, they have been awarded a total of 240,000 shares of the Company’s common stock valued at a total of $264,000 based on the fair value of the Company’s common stock as of the agreements’ date. On July 1, 2025, the Company entered into a new consulting agreement with the above third-party advisor, pursuant to which it issued 240,000 shares of its common stock in exchange for general advisory services. The shares carry full voting rights and vest at a rate of 20,000 shares per month over the 12-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement under Section 19 (Termination), any unvested shares as of the termination date will be subject to claw back. The fair value of the shares on the issuance date was $0.3939 per share, resulting in a total fair value of $94,536.

On June 3, 2025, the Company entered into a consulting agreement with a third-party consultant, under which the consultant will provide non-exclusive business advisory services, growth strategy guidance, and networking support through October 30, 2025. As consideration, the Company issued 150,000 shares of common stock, fully earned on the effective date. If the closing price of the common stock nine months after the effective date is lower than the closing price on the effective date (subject to adjustment for corporate actions), the Company will issue additional shares such that the total value of shares issued equals $70,000 based on the nine-month market price. The stock-based consideration was valued at a total of $68,550 based on the fair value of the Company’s common stock as of the agreement’s date.

The corresponding stock-based compensation expense is accrued evenly over the term of the agreements. For the years ended December 31, 2025 and 2024 the Company has recorded $1,047,391 and $994,307, respectively, as stock-based compensation for the above agreements, classified as “General and administrative expenses” in the Company’s consolidated statements of operations and comprehensive Income (loss).

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COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Research and Development Agreements

The Company entered into a Research & Development agreement with Doc Pharma S.A. on May 17, 2021. Under this agreement, Doc Pharma is responsible for the research, development, design, registration, copy rights and licenses of 250 nutritional supplements for the final products called Sky Premium Life®. More specifically, Doc Pharma is responsible for the product development and the Company has added 165 of such products codes in its portfolio as of December 31, 2025. The licenses purchased by Doc Pharma SA are capitalized and included in “Goodwill and intangible assets, net” of the Company’s Consolidated Balance Sheets as of December 31, 2025. Thus, no relevant R&D expense had been charged to the Company’s Consolidated Statements of Operations and Comprehensive Loss, concerning this agreement.

On June 25, 2022, the Company signed a research and development (“R&D”) agreement with a third party (CloudPharm PC), through which the Company assigned to the third party the development of new products and services in the field of health, focusing on the human intestinal microbiome. The project includes two phases. Phase 1 has a 20-month duration and its cost amounts to EUR 758,000 ($838,450) and phase 2, has a 22-month duration and a cost of EUR 820,000 ($907,084). The amount will be due and payable upon completion of the corresponding phases. The Company records the corresponding R&D expense based on the project’s progress, which is invoiced by the third party in the relevant period. For the 12-month periods ended December 31, 2025 and 2024, the Company incurred $22,996 and $0 of such costs respectively included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI) powered platform. The acquisition is pursuant to a purchase agreement announced on October 11, 2023. Cloudscreen is a multimodal platform specialized in drug repurposing, a process that involves uncovering new target proteins or indications for existing drugs for use in treating different diseases. The total purchase price amounted to $637,080 incorporating both cash and stock consideration. The platform is included in “Goodwill and intangible assets, net” in the Company’s Consolidated Balance Sheets.

On December 3, 2024, the Company entered into a Research Study Agreement with the National Hellenic Research Foundation (“NHRF” or the “Contractor”) for an in vitro study supporting modifications to an existing invention. This study is conducted under a prior agreement between the Company, NHRF, and CloudPharm PC, originally signed on June 15, 2022. Under the agreement, while conducting the study, NHRF will ensure scientific rigor, provide periodic updates, and maintain confidentiality. Cosmos Health will supply the necessary documentation and support to the research. Ownership of the research protocol is shared among CloudPharm PC, NHRF and Cosmos Health, while NHRF retains control over its methodologies. NHRF is prohibited from publishing findings without Cosmos Health’s approval or using the study for any other purpose. The total contract value is €60,000 plus VAT, payable in three installments. For the 12-month period ended December 31, 2025, the Company incurred €45,000 ($50,052) in costs related to this agreement, which were recorded under “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

On December 6, 2024, the Company signed an Independent Contractor Agreement with a third-party contractor (the “Contractor”). The Contractor will provide oncology research and development services exclusively to the Company. The contract lasts three years (December 5, 2024 – December 5, 2027) and may be extended by mutual agreement. The Company may terminate the contract immediately for specific causes, including felony conviction, fraud, or loss of medical license. Either party may terminate the contract with a 30-day written notice. Certain compensation obligations will remain effective after termination. The monthly consideration to be paid to the Contractor is based on the commencement of the Clinical Trials (as defined in the agreement) and New Drugs Applications (as defined in the agreement) and additional cash and stock consideration is payable based on certain milestones. None of the milestones were met as of December 31, 2025, and thus the Company has incurred no expenses as of the end of the period.

On December 31, 2024, the Company signed an agreement with a related party, DocPharma SA (the “Licensor”), through which the Company obtained a royalty-bearing, exclusive worldwide license to actively commercialize the patents owned by the Licensor, through research and preclinical and clinical trials for the useful life of the patents, or for 20 years, whichever is longer. The patents, filed in 2016 and 2017 respectively, cover innovative treatments for cancer. The terms of the agreement include an initial payment of EUR 500,000 due by the end of 2025, followed by fixed annual payments of EUR 350,000 during the five-year Start-Up Term from 2025 to 2030. After the Start-Up Term, the Company will pay an 1.5% royalty on annual net sales of licensed products covered by an issued patent. Moreover, the Company retains an optional buy-out right for a total amount of EUR 7,500,000, which can be exercised with a 60 day-notice and a 60-day close period. The Company also has the right to sublicense the patents. For the 12-month period ended December 31, 2025, the Company incurred EUR 350,000 ($410,760) in royalties concerning this agreement, which were included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

F-57

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 16 – EARNINGS PER SHARE

Basic net loss per share is computed by dividing net loss attributable to the common stockholders, decreased with respect to net income or increased with respect to net loss by dividends declared on preferred stock by using the weighted-average number of common shares outstanding. The dilutive effect of incremental common shares potentially issuable under outstanding options, warrants and restricted shares is included in diluted earnings per share in 2025 and 2024 utilizing the treasury stock method. The computations of basic and diluted per share data were as follows:

|  | 2025 |  |  | 2024 |
Numerator for Basic and Diluted Earnings Per Share: |  |  |  |  |  |
Net loss attributable to common stockholders |  | $ | (19,144,998 | ) |  | $ | (22,378,042 | )
Denominator for Basic Earnings Per Share: |  |  |  |  |  |  |  |
Weighted Average Shares |  |  | 30,289,072 |  |  |  | 19,147,726 |
Potentially Dilutive Common Shares |  |  |  |  |  |  |  |
Adjusted Weighted Average Shares |  |  | 30,289,072 |  |  |  | 19,147,726 |
Basic and Diluted Net Loss per Share |  |  | (0.63 | ) |  |  | (1.17 | )

The following table summarized the potential shares of common stock that were excluded from the computation of diluted net loss per share for the years ended December 31, 2025 and 2024 as such shares would have had an anti-dilutive effect:

|  | 2025 |  |  | 2024 |
Common Stock Warrants |  |  | 12,926,507 |  |  |  | 12,926,507 |
Common Stock Options |  |  | - |  |  |  | - |
Convertible Debt |  |  | 20,285,525 |  |  |  | - |
Total |  |  | 33,212,032 |  |  |  | 12,926,507 |

NOTE 17 – STOCK OPTIONS AND WARRANTS

Options

As of December 31, 2025 and 2024, there were no options outstanding and no options exercisable.

F-58

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Omnibus Equity Incentive Plan

On September 19, 2022, the Company held a Board of Directors meeting, whereas, the Board of Directors had elected to adopt an Omnibus Equity Incentive Plan (the “2022 Plan”), that includes reserving 200,000 shares of common stock eligible for issuance under the Plan to be registered on a Form S-8 Registration Statement with the SEC. The 2022 Plan is designed to enable the flexibility to grant equity awards to the Company’s officers, employees, non-employee directors and consultants and to ensure that it can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. The 2022 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on December 2, 2022.

On April 3, 2023, the Company approved incentive stock awards pursuant to the 2022 Plan for its Chief Financial Officer, certain officers and directors, and other employees of the Company. The awards were granted in the form of restricted stock and vested in two installments, with 50% vesting on October 2, 2023 and the remaining 50% vesting on October 2, 2024. A total of 185,000 shares were granted under this program, and the Company recorded share-based compensation expense of $328,908 during the year ended December 31, 2024, representing the amortization of the awards’ fair value over the vesting period. No share-based compensation expense related to these awards was recorded during the year ended December 31, 2025, as the awards were fully vested and the associated compensation cost had been fully amortized by October 2024.

On August 21, 2023, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”). The 2023 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2023 Plan) and exception (as provided in Section 5.6(b) of the 2023 Plan), the maximum number of shares reserved for issuance under the 2023 Plan (including incentive share options) is 2,500,000 shares. The 2023 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 18, 2023.

On September 16, 2024, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2023 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on September 16, 2025 and the remaining 50% vesting on September 16, 2026. A total of 2,500,000 shares were granted under this program. The Company recorded share-based compensation expense of $366,644 for the year ended December 31, 2024, representing the amortization of the awards’ fair value from the grant date of September 16, 2024 through December 31, 2024. During the year ended December 31, 2025, the Company recorded additional share-based compensation expense of $1,262,500 related to these awards.

On September 23, 2024, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). The 2024 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2024 Plan) and exception (as provided in Section 5.6(b) of the 2024 Plan), the maximum number of shares reserved for issuance under the 2024 Plan (including incentive share options) is 3,500,000 shares. The 2024 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on November 19, 2024.

On August 5, 2025, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2025 Omnibus Equity Incentive Plan (the “2025 Plan”). The 2025 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2025 Plan) and exception (as provided in Section 5.6(b) of the 2025 Plan), the maximum number of shares reserved for issuance under the 2025 Plan (including incentive share options) is 6,000,000 shares. The 2025 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 30, 2025.

On December 30, 2025, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2024 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. A total of 2,350,000 shares were granted under this program. No share-based compensation expense related to these awards was recorded for the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026.

F-59

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Warrant Anti-Dilution Adjustment and Deemed Dividend

The Company’s warrants outstanding contain certain anti-dilution adjustments if the Company issues shares of its common stock at a lower price per share than the applicable exercise price of the underlying warrant. If any such dilutive issuance occurs prior to the exercise of such warrant, the exercise price will be adjusted downward to a price equal to the common stock issuance, and the number of warrants that may be purchased upon exercise is increased proportionately so that the aggregate exercise price payable under the warrant shares shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

On September 26, 2024, the Company entered into a Warrant Inducement Letter (the “Letter”) with an investor pursuant to which the Company issued 9,748,252 new warrants (the “New Warrants”) and reduced the exercise price of 4,874,126 warrant shares from $1.45 to $0.8701 to induce exercise and receive gross cash proceeds of $4,240,977 (the “Original Warrants”). Of the 9,748,252 warrants 4,874,126 of them have a term of 5 years (“Series A Warrants”) and the remaining 4,874,126 have a term of 1.5 years (“Series B Warrants”). The Company issued 2,332,000 shares of common stock, held 2,532,126 shares in escrow until the investor’s beneficial ownership limitation allows for the transfer of the escrow shares. For the year ended December 31, 2025, the Company recorded a deemed dividend of $9,793 for the inducement to exercise and $6,185,231 for the grant of new warrants. The Company valued (a) the fair value of the warrants immediately before the re-pricing in the amount of $4,197,280, (b) the fair value of the warrants immediately after the re-pricing in the amount of $4,207,073, and (c) recorded the difference as deemed dividend in the amount of $9,793. The warrants were valued using the Black-Scholes option pricing model using the following terms: a) fair value of common stock of $0.8701, b) exercise price of $1.45 before re-pricing, c) exercise price of $0.8701 after re-pricing, d) term of 4.26 years, e) dividend rate of 0%, and f) risk free interest rate of 3.55%. Regarding the valuation of the 9,748,252 new warrants (and the recognition of a deemed dividend of $6,185,321) the following terms were used: a) fair value of common stock of $0.8701, b) exercise price of $0.95, d) terms of 5 years for the Series A Warrants and 1.5 years for the Series B Warrants, e) dividend rate of 0%, and f) risk free interest rate of 3.55% for the Series A Warrants and 3.57% for the Series B Warrants.

As of December 31, 2025, there were 12,926,506 warrants outstanding and 12,926,506 warrants exercisable with 12,913,172 warrants having expiration dates from May 2026 through October 2029 and 13,334 warrants with no expiration date.

F-60

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

A summary of the Company’s warrant activity for the years ending December 31, 2025 and 2024 is as follows:

|  |  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  |  | Weighted |  |  | Average |  |  |  |
|  |  |  |  | Average |  |  | Remaining |  |  | Aggregate |
|  | Number of |  |  | Exercise |  |  | Contractual |  |  | Intrinsic |
Warrants |  | Shares |  |  | Price |  |  | Term |  |  | Value |
Balance Outstanding, January 1, 2024 |  |  | 8,561,476 |  |  | $ | 3.91 |  |  |  | 4.64 |  |  | $ | 18,801 |
Granted |  |  | 9,748,252 |  |  |  | 0.95 |  |  |  |  |  |  |  |  |
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | (4,874,126 | ) |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | (509,096 | ) |  |  | - |  |  |  | - |  |  |  | - |
Balance Outstanding, December 31, 2024 |  |  | 12,926,506 |  |  | $ | 2.63 |  |  |  | 3.24 |  |  | $ | 8,920 |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance Outstanding, December 31, 2025 |  |  | 12,926,506 |  |  | $ | 2.63 |  |  |  | 2.24 |  |  | $ | 6,640 |
Exercisable, December 31, 2025 |  |  | 12,926,506 |  |  | $ | 2.63 |  |  |  | 2.24 |  |  | $ | 6,640 |

NOTE 18 – DISAGGREGATION OF REVENUE

ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.). ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue.

The Company disaggregates revenue by country to depict the nature and economic characteristics affecting revenue.

The following table presents our revenue disaggregated by country for the years ended:

Country |  | 2025 |  |  | 2024 |
Croatia |  | $ | 46,302 |  |  | $ | 47,233 |
Cyprus |  |  | 204,196 |  |  |  | 184,000 |
Bulgaria |  |  | 35,386 |  |  |  | 66,658 |
Greece |  |  | 63,527,853 |  |  |  | 52,935,979 |
United States |  |  | 1,228 |  |  |  | - |
UAE |  |  | 251,642 |  |  |  | 341,782 |
Albania |  |  | 110,469 |  |  |  | - |
SKOPJE North Macedonia |  |  | 16,756 |  |  |  | - |
UK |  |  | 1,077,983 |  |  |  | 850,750 |
Total |  | $ | 65,271,815 |  |  | $ | 54,426,402 |

NOTE 19 – SEGMENT REPORTING

A. Basis for segmentation

The Group operates through various operating segments, which include the wholesale sector, the pharmaceutical manufacturing sector, the nutraceuticals and pharmaceuticals sector and other, with only the first three of them being reportable segments based on the criteria (quantitative thresholds) of ASC 280. The financial information utilized by our Chief Operating Decision Maker (“CODM”), which is our CEO, for resource allocation and performance evaluation is included within the operating segments described above. The reconciling items presented in the tables below are excluded from the segment data provided to the Chief Operating Decision Maker (“CODM”). The “Other” category primarily consists of corporate expenses incurred by the Group’s parent entity, Cosmos Health Inc including, but not limited to, costs related to SEC legal and compliance matters, executive compensation, audit and review fees, and other corporate overhead expenses.

F-61

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

B. Information about reportable segments

The table below presents information about the Company's reportable segments for the 12-month period ended December 31, 2025 and December 31, 2024. The accounting policies followed in the preparation of the reportable segments are the same with those followed in the preparation of the Company's consolidated financial statements.

Year Ended December 31, 2025

|  | Wholesale |  |  | Pharma Manufacturing |  |  | Nutraceuticals & Pharmaceuticals |  |  | Other |  |  | Total |
Revenue |  |  | 59,318,982 |  |  |  | 1,689,062 |  |  |  | 4,262,543 |  |  |  | 1,228 |  |  |  | 65,271,815 |
Cost of revenues |  |  | (54,641,054 | ) |  |  | (325,658 | ) |  |  | (2,406,701 | ) |  |  | (2,827 | ) |  |  | (57,376,240 | )
General and administrative expenses |  |  | (1,210,696 | ) |  |  | (854,518 | ) |  |  | (5,460,388 | ) |  |  | (8,077,988 | ) |  |  | (15,603,590 | )
Salaries and wages |  |  | (2,023,636 | ) |  |  | (2,052,115 | ) |  |  | (1,395,017 | ) |  |  | (1,307,510 | ) |  |  | (6,778,278 | )
Sales and marketing expenses |  |  | (6,464 | ) |  |  | (1,454 | ) |  |  | (89,841 | ) |  |  | (52,481 | ) |  |  | (150,240 | )
Research and development costs |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (519,363 | ) |  |  | (519,363 | )
Net finance costs |  |  | (908,180 | ) |  |  | (1,568 | ) |  |  | 83,143 |  |  |  | (676,854 | ) |  |  | (1,503,459 | )
Segment profit (loss) |  |  | 528,952 |  |  |  | (1,546,251 | ) |  |  | (5,006,261 | ) |  |  | (10,635,795 | ) |  |  | (16,659,355 | )
Reconciling items:
Depreciation and amortization |  |  | (228,074 | ) |  |  | (589,735 | ) |  |  | (406,916 | ) |  |  | (144,628 | ) |  |  | (1,369,353 | )
Provisions |  |  | (13,920 | ) |  |  | (1,651 | ) |  |  | - |  |  |  | - |  |  |  | (15,571 | )
Impairment charges |  |  | (90,450 | ) |  |  | (72,335 | ) |  |  | - |  |  |  | - |  |  |  | (162,785 | )
Gain on extinguishment of debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 68,610 |  |  |  | 68,610 |
Non-cash interest expense |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (722,763 | ) |  |  | (722,763 | )
Change in fair value of derivative liability |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,525,020 |  |  |  | 1,525,020 |
Gain (loss) on digital assets |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (588,916 | ) |  |  | (588,916 | )
Change in fair value of convertible notes |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,347,658 | ) |  |  | (1,347,658 | )
Other income (expense), net |  |  | 50,471 |  |  |  | 55,918 |  |  |  | 225,510 |  |  |  | (204,126 | ) |  |  | 127,773 |
Net profit (loss) before income taxes |  |  | 246,979 |  |  |  | (2,154,054 | ) |  |  | (5,187,667 | ) |  |  | (12,050,256 | ) |  |  | (19,144,998 | )

F-62

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

Year Ended December 31, 2024

|  | Wholesale |  |  | Pharma Manufacturing |  |  | Nutraceuticals & Pharmaceuticals |  |  | Other |  |  | Total |
Revenue |  |  | 51,593,787 |  |  |  | 865,373 |  |  |  | 1,967,242 |  |  |  | - |  |  |  | 54,426,402 |
Cost of revenues |  |  | (48,887,569 | ) |  |  | (249,061 | ) |  |  | (978,449 | ) |  |  | - |  |  |  | (50,115,079 | )
General and administrative expenses |  |  | (647,225 | ) |  |  | (773,429 | ) |  |  | (1,442,101 | ) |  |  | (4,176,049 | ) |  |  | (7,038,805 | )
Salaries and wages |  |  | (1,701,552 | ) |  |  | (1,243,568 | ) |  |  | (1,430,736 | ) |  |  | (1,317,580 | ) |  |  | (5,693,436 | )
Sales and marketing expenses |  |  | (10,515 | ) |  |  | (489 | ) |  |  | (255,559 | ) |  |  | (88,405 | ) |  |  | (354,969 | )
Research and development costs |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (533,293 | ) |  |  | (533,293 | )
Net finance costs |  |  | (840,456 | ) |  |  | - |  |  |  | 234,856 |  |  |  | (265 | ) |  |  | (605,865 | )
Segment profit (loss) |  |  | (493,530 | ) |  |  | (1,401,174 | ) |  |  | (1,904,747 | ) |  |  | (6,115,593 | ) |  |  | (9,915,044 | )
Reconciling items:
Depreciation and amortization |  |  | (231,344 | ) |  |  | (565,371 | ) |  |  | (334,075 | ) |  |  | (118,448 | ) |  |  | (1,249,238 | )
Provisions |  |  | (1,021,818 | ) |  |  | (123,503 | ) |  |  | (3,549,112 | ) |  |  | - |  |  |  | (4,694,432 | )
Impairment charges |  |  | - |  |  |  | - |  |  |  | (160,947 | ) |  |  | (131,032 | ) |  |  | (291,980 | )
Other income (expense), net |  |  | (304,495 | ) |  |  | 5,789 |  |  |  | 225,664 |  |  |  | 40,718 |  |  |  | (32,324 | )
Net profit (loss) before income taxes |  |  | (2,051,187 | ) |  |  | (2,084,259 | ) |  |  | (5,723,217 | ) |  |  | (6,324,355 | ) |  |  | (16,183,018 | )

The following summary describes the operations of each reportable segment:

Reportable segments |  | Operations
Wholesale |  | Distribution and export of pharmaceutical products
Pharma manufacturing |  | Production of pharmaceutical products
Nutraceutical and pharmaceuticals |  | Trade of owned nutraceutical & pharmaceutical products

NOTE 20 – DIGITAL ASSETS

During the year ended December 31, 2025, the Company purchased 474.85 units of Ethereum for a total cost of $2,000,000. As of December 31, 2025, the Company’s digital assets consist solely of Ethereum, measured at fair value. Fair values are based on quoted prices in active markets for identical assets (Level 1 of the fair value hierarchy).

Digital Asset |  | Quantity |  |  | Cost Basis |  |  | Fair Value |  |  | Cumulative Unrealized Loss |
Ethereum |  |  | 474.85 |  |  | $ | 2,000,000 |  |  | $ | 1,411,084 |  |  | $ | (588,916 | )
Total digital assets |  |  | 474.85 |  |  | $ | 2,000,000 |  |  | $ | 1,411,084 |  |  | $ | (588,916 | )

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COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

A summary of the movements in digital assets during the year ended December 31, 2025, is presented below:

DIGITAL ASSET ROLLFORWARD |
For the Year Ended December 31, 2025 |
|  | Number of Units |  |  | Weighted Average Cost Per Unit ($) |  |  | Cost Basis ($) |  |  | Fair Value ($) |  |  | Unrealized Gain (Loss) ($) |
Ethereum (ETH) |
Beginning Balance, January 1, 2025 |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Purchases |  |  | 474.85 |  |  |  | 4,223 |  |  |  | 2,000,000 |  |  |  | 1,411,084 |  |  |  | 588,916 |
Sales / Transfers |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Ending Balance, December 31, 2025 |  |  | 474.85 |  |  |  | 4,223 |  |  |  | 2,000,000 |  |  |  | 1,411,084 |  |  |  | 588,916 |

Note: Fair value is determined based on the quoted market price of each digital asset on December 31, 2025. Amounts in U.S. dollars. Cost basis reflects the weighted-average cost method.

F-64

COSMOS HEALTH INC.

Notes to the Consolidated Financial Statements

NOTE 21 – SUBSEQUENT EVENTS

Following December 31, 2025, the Company issued an aggregate of 3,933,509 shares of its common stock under its At-the-Market (“ATM”) sales program pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-267550). The shares were sold for gross proceeds of $1,815,993 and net proceeds of approximately $1,758,000, after deducting the underwriter’s commissions and other offering expenses.

During the subsequent period, the Company also acquired an additional 15.66 units of Bitcoin (“BTC”) at a weighted average purchase price of $70,259 per unit, for an aggregate consideration of $1,100,000. The acquisition was made using available cash reserves and is consistent with the Company’s digital asset investment strategy.

Following December 31, 2025, the Company issued an aggregate of 2,145,143 shares of its common stock to Mr. Grigorios Siokas, the Company’s Chief Executive Officer, to settle outstanding obligations totaling $980,000, which related to unpaid salaries and performance-based bonuses previously accrued and owed. The shares were issued at the fair market value of the Company’s common stock on the respective dates of issuance, and the transaction was accounted for as a non-cash settlement of related party liabilities.

During the subsequent period, the Company issued an aggregate of 659,173 shares of its common stock upon the conversion of the Company’s July 2025 Convertible Promissory Notes (the “July 2025 Notes”), resulting in the full settlement of the notes. The conversions satisfied total obligations of $237,822, consisting of $225,000 of outstanding principal and accrued interest, in accordance with the conversion terms of the July 2025 Notes. The conversions were completed pursuant to the provisions of the respective note agreements. Further information regarding the July 2025 Notes is included in Note 12 – Convertible Debt.

During the subsequent period, the Company issued an aggregate of 1,049,476 shares of its common stock relating to the Company’s June 2025 Convertible Promissory Notes (the “June 2025 Note”). Of these, 889,620 shares related to the conversion of the original note, including accrued interest and outstanding principal of $354,348, and the remaining 159,856 shares were issued as a default penalty for late interest payments. The conversions were completed pursuant to the provisions of the respective note agreements. Further information regarding the June 2025 Note is included in Note 12 – Convertible Debt.

During the subsequent period, the Company issued an aggregate of 1,831,523 shares of its common stock upon the partial conversion of the Company’s August 2025 Convertible Promissory Note (the “August 2025 Note”). The conversion satisfied total obligations of $563,632, consisting of $535,000 of outstanding principal and accrued interest, in accordance with the conversion terms of the August 2025 Note. The conversion was completed pursuant to the provisions of the respective note agreement. Further information regarding the August 2025 Note is included in Note 12 – Convertible Debt.

On March 10, 2026, Cosmos Health Inc., through its subsidiary CosmoFarm S.A., entered into a 90-day Letter of Intent (“LOI”) to acquire a pharmacy distribution network in Greece with approximately €10 million ($11.5 million) in annual revenue. The acquisition is expected to expand CosmoFarm’s commercial reach and leverage its automated logistics platform to improve operating efficiencies. The transaction remains subject to execution of the definitive agreement and customary closing conditions.

On March 17, 2026, the Company received an irrevocable repayment commitment letter from 4423607 Canada Inc. relating to approximately $2,000,000 in advances previously made by the Company in connection with the anticipated acquisition of a property located at 1570 rue Richardson, Montreal, Quebec, recorded as "Advances for building's acquisition" on the consolidated balance sheets. The vendor committed to repay the full outstanding balance in instalments through March 31, 2027. Subsequent to December 31, 2025 and through the date of this filing, the Company has received approximately $600,000 in repayments against this balance.

In February 2026, the Greek tax authorities issued corrective tax assessments against SkyPharm S.A. aggregating approximately €955,430 ($1,121,510) plus statutory interest. The Company has appealed and based on the advice of legal counsel, believes a favorable outcome is probable. See Note 15 — Commitments and Contingencies for further details.

F-65

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer/Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were ineffective due to material weaknesses stated in Management’s Report on Internal Control over Financial Reporting set forth below.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

| · | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions;
| · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and
| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on this evaluation, our management has concluded that our internal control over financial reporting was ineffective as of December 31, 2025, as the result of the below weaknesses.

AS 2201 and the SEC define the term “material weakness” as “a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.” We had the following material weaknesses at December 31, 2024 set forth below:

| · | The Company has a lack of proper segregation of duties.
| · | The Company’s internal control structure lacks multiple levels of review and oversight and does not have appropriate IT General Controls (ITGCs) for the applications used in the Financial Reporting process, caused by lack of design of relevant controls and overall IT risk management.

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Remediation of Deficiencies and Material Weaknesses

We are in the process of remediating all material weaknesses present in our internal controls.

| - | The Company has a lack of proper segregation of duties.

We are in the process of updating the organizational chart in order to reallocate roles among personnel and emphasize sharing the responsibilities of key business processes by distributing the discrete functions of these processes to multiple people and departments. Specifically, we have delegated the following processes to different personnel; authorization, custody, recordkeeping, and reconciliation. For example, a manager authorizing discount sales is not responsible for maintaining accounts receivable records or handling cash receipts. In addition, we have set access rights at the data and our software based on the job responsibilities and level of the personnel, therefore unauthorized users are not able to change any data on the system or process to bank transactions.

| - | The Company’s internal control structure lacks multiple levels of review and oversight and does not have appropriate IT General Controls (ITGCs) for the applications used in the Financial Reporting process, caused by lack of design of relevant controls and overall IT risk management.

Enhancements to Internal Controls and Financial Reporting Systems

The Company is actively refining its internal control framework by implementing multiple levels of review tailored to job responsibilities and personnel hierarchy. Key enhancements include:

| · | Bank Reconciliation Oversight: Management conducts timely reviews to ensure bank reconciliations are prepared accurately and on schedule. Discrepancies between the general ledger and bank statements are promptly identified and addressed.
| · | Review and Authorization of Financial Information: The Chief Financial Officer (CFO) reviews management accounting information and authorizes material transactions and adjustments, ensuring compliance with financial policies and procedures.
| · | Payroll Process Controls: Payroll is processed by an external service provider, subsequently reviewed by the accountant, and formally approved by the CFO before payment authorization.
| · | Financial Reporting System Assessment: The Company is evaluating the implementation of a new financial reporting application across all subsidiaries. This system is expected to enhance financial data processing, reporting accuracy, and integration of key financial controls, thereby strengthening IT General Controls (ITGCs) within a unified and more reliable platform.

These initiatives reflect the Company’s ongoing commitment to improving financial reporting processes, internal controls, and operational efficiency in alignment with best practices and regulatory requirements.

Limitations on the Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal year, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our current directors and officers are listed below. Each of our directors will serve for one year or until their respective successors are elected and qualified. Our officers serve at the pleasure of the Board.

Name |  | Age |  | Position
Grigorios Siokas |  | 60 |  | CEO and Director
Georgios Terzis |  | 44 |  | CFO
Nikolaos Bardakis |  | 57 |  | COO
Suhel Bhutawala |  | 47 |  | Director and Commercial Director of Decahedron Ltd
Demetrios G. Demetriades |  | 58 |  | Secretary and Audit Committee Member
Theodoros C. Karkantzos |  | 38 |  | Director
John J. Hoidas |  | 59 |  | Director and Audit Committee Member
Anastasios Aslidis |  | 65 |  | Director and Audit Committee Chairman

Grigorios Siokas joined us as CEO, CFO and Director on February 26, 2016. He has over 20 years’ experience in the pharmaceutical industry. Since 2014, he has served as the CEO and Operations Manager of SkyPharm SA a wholly owned subsidiary of the Company. SkyPharm SA is a pharmaceutical company located in Greece that mainly exports medicines from Greece to other European countries, such as Germany, England and Denmark. Prior to 2014, Mr. Siokas worked in a variety of sectors of the pharmaceutical industry mostly in the trading of medicines in Greece and other European countries. Additionally, since 2000 he has been a major shareholder in various pharmaceutical companies such as: Ippokratis Pharmaceuticals, (annual sales of over € 78 million); Thrakis Pharmaceuticals, (annual sales of over € 20 million); Thessalias Pharmaceuticals, (annual sales of over € 18 million); and ZED Pharma SA, (annual sales of over € 35 million). During the 1990s, Mr. Siokas founded and operated a marble wholesale import – export company in Germany. Within a period of two years, he became the 4th biggest Greek marble importer in Germany. He also ran a Tour Operation with many different airlines, serving millions of customers. Grigorios Siokas has a Bachelor’s Degree in Geology from the Aristotle University of Thessaloniki, Greece. He received a Master’s in management and finance from the University of Stuttgart and the University of Tuebigen, Germany.

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Georgios Terzis was elected CFO on November 11, 2020. Prior thereto he was employed by the Company as International Finance Manager. He has served as an Executive Consultant to several multinational advisory firms where, he achieved commitments of more than €50million funding, financing and state incentives to a numerus investment in healthcare, logistics, RES and manufacturing industries. George holds an MBA from Alba Graduate Business School and a Bachelor’s Degree in Financial Management from University of Attica. He is certified as an independent valuator of companies and private investments by the European Commission.

Nikolaos Bardakis was appointed as COO on February 1, 2023, succeeding Mr. Pavlos Ignatiades. Mr. Bardakis was for more than eleven years, the National Sales Director for Servier Hellas, a multinational pharmaceutical company specializing in the areas of Cardiovascular, Central Nervous System and Metabolic diseases, where he led a cross functional client focused team comprised of Sales, Trade, Marketing and Business Development personnel, managing over 130 employees. He gained international exposure, participating in several boards and meetings focused on European level design and launch projects, pioneering in international operations. Mr. Bardakis received a BS in Finance from American College of Greece along with relevant studies in Natural Sciences.

Suhel Bhutawala was elected to serve on the Board of Directors at the Company’s Annual General Meeting held on September 18, 2023. He has over 20 years of experience in the pharmaceutical industry. He has worked in different sectors such as: Community Pharmacies, R&D department of Pharmaceuticals and is currently working as a commercial director at Cosmos Health Inc.’s subsidiary, Decahedron Ltd, UK since 2017. Mr. Bhutawhala has bachelor’s degree in pharmacy and Master of Science degree from King’s College, London.

Demetrios G. Demetriades was elected as Secretary and Director of the Company effective January 13, 2014. Since January 2003, Mr. Demetriades has been Director of Highlander Spring Trading Ltd, a trading company. From November 2000 to December 2002, he was Marketing Director of Eurolink Securities Ltd which was involved in trading in the Cyprus Stock Exchange. From January 1995 to November 2000, he was Supervising Officer of Laiki Factors Ltd a financing company. As a member of the board, Mr. Demetriades contributes the benefits of his trading, executive leadership and management experience. Mr. Demetriades will be compensated for his service from time-to-time as the Board of Directors will determine. He was appointed to the Audit Committee during fiscal year 2021.

Theodoros C. Karkantzos was elected to serve on the Company’s Board of Directors at the Annual General Meeting held on September 30, 2025, replacing Manfred Ziegler. Mr. Karkantzos brings over 15 years of experience in investment and business development. He is the Co-Founder of Blue Dot Digital Agency, a global digital marketing and corporate communications firm, and is also a private investor with a focus on real estate, healthcare, equities, and hospitality sectors. His expertise spans finance, strategy, private equity, and asset management, developed through both entrepreneurial ventures and senior leadership roles across Europe.

John J. Hoidas was elected a Member of the Company’s Board of Directors on November 18, 2016. He was also elected to the Audit Committee during the fiscal year 2021. Mr. Hoidas is a wealth management professional with extensive experience in the capital markets and specifically in the financing of pharmaceutical companies. He is currently the senior vice president of Uhlmann Price Securities based in Chicago. Over the previous years he achieved to raise significant amounts of capital for late-stage pre-IPO companies such as Organovo (ONVO), Invivo Therapeutics (NVIV) and Matinas BioPharma (MTNB) to name a few. He has served as a broker dealer to the following firms: Kingsbury Capital Investment Advisors, Kingsbury Capital LLC, Spencer Trask Ventures.

Dr. Anastasios Aslidis was elected to serve on the Board of Directors and was appointed as a chair of the Audit Committee, on April 28, 2022, He has been the CFO, Treasurer and a member of the board of directors of EuroDry. He is also member of the board of directors, Treasurer and CFO of Euroseas since September, 2005. He also served as consultant to the boards of directors of shipping companies (public and private) advising on strategy development, asset selection and investment timing. Dr. Aslidis holds a Ph.D. in Ocean Systems Management from the MIT, M.S. in Operations Research and M.S. in Ocean Systems Management also from the MIT, and a Diploma in Naval Architecture and Marine Engineering from the National Technical University of Athens.

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Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

| · | Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
| · | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).
| · | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

| · | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
| · | Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
| · | Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
| · | Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

All legal cases outstanding as of December 31, 2025 are disclosed in Note 15.

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Audit Committee

We have a separately designated standing audit committee, which is appointed by our Board of Directors. On April 28, 2022, Dr. Anastasios Aslidis was elected to serve on the Board of Directors and was appointed as a chair of the Audit Committee, replacing Mr. Peter Goldstein, who submitted his resignation on the same date. Three of our independent directors, Anastasios Aslidis, John Hoidas and Demetrios Demetriades serve on the Audit Committee. The primary function of the committee is to assist the Board of Directors in overseeing (1) the financial reporting and accounting processes of the Company, and (2) the financial statements audits of the Company. The Committee also prepares a written report to be included in the annual proxy statement of the Company pursuant to the applicable rules and regulations of the SEC. In furtherance of these purposes, the Committee shall maintain direct communication among the Company’s independent auditors and the Board of Directors. The independent auditors and any other registered public accounting firm engaged in preparing or issuing an audit report or performing other audit review or attest services for the Company shall report directly to the Committee and are ultimately accountable to the Committee and the Board of Directors.

In discharging its oversight role, the Committee is authorized to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company. The Committee shall have the sole authority to retain at the Company’s expense outside legal, accounting or other advisors to advise the Committee and to receive appropriate funding, as determined by the Committee, from the Company for the payment of the compensation of such advisors and for the payment of ordinary administrative expenses of the Committee that are necessary to carry out its duties. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any member of, or advisors to, the Committee. The Committee may also meet with the Company’s investment bankers or financial analysts who follow the Company.

The Committee shall meet no less frequently than four times per year, with additional meetings as circumstances warrant. The Committee shall also meet periodically with management, the internal auditors, if any, and the independent auditors in separate executive sessions. The Committee shall record the minutes of all such meetings and shall submit the minutes of its meetings to, or discuss the matters deliberated at each meeting with, the Board of Directors. The Company’s chief financial or accounting officer shall function as the management liaison officer to the Committee.

Director Independence

Our board of directors has determined that each of John Hoidas, Anastasios Aslidis, Theodoros C. Karkantzos and Demetrios G. Demetriades qualify as an “independent board member” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2025, the following persons each failed to file, on a timely basis, reports required by Section 16(a) of the Exchange Act in connection with the receipt of incentive shares granted on December 31, 2025 under the Company's 2024 Omnibus Incentive Plan: Grigorios Siokas in connection with one report concerning the receipt of 1,350,000 incentive shares; Georgios Terzis in connection with one report concerning the receipt of 490,000 incentive shares; Anastasios Aslidis in connection with one report concerning the receipt of 20,000 incentive shares; John J. Hoidas in connection with one report concerning the receipt of 15,000 incentive shares; Demetrios G. Demetriades in connection with one report concerning the receipt of 15,000 incentive shares; Theodoros Karkantzos in connection with one report concerning the receipt of 15,000 incentive shares; and Suhel Bhutawala in connection with one report concerning the receipt of 15,000 incentive shares. The required filings for the above transactions had not been made as of the date of this Annual Report and are expected to be filed on forms 5 in April 2026.

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Code of Ethics

We have adopted a Code of Ethics for Financial Executives, which includes our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Ethics has previously been filed as an exhibit with the SEC.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal year ended December 31, 2025 and 2024.

SUMMARY COMPENSATION TABLE

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Nonqualified |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Non-Equity |  |  | Deferred |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Stock |  |  | Option |  |  | Incentive Plan |  |  | Compensation |  |  | All Other |  |  |  |
|  |  |  | Salary |  |  | Bonus |  |  | Awards |  |  | Awards |  |  | Compensation |  |  | Earnings |  |  | Compensation |  |  | Total |
Name |  | YE |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |  |  | ($) |
Grigorios |  | 2025 |  |  | 1,080,000 |  |  |  | 1,800,000 |  |  |  | 672,300 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,552,300 |
Siokas (1) |  | 2024 |  |  | 1,080,000 |  |  |  | 400,000 |  |  |  | 1,424,100 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,904,100 |
Georgios |  | 2025 |  |  | 148,235 |  |  |  | 200,000 |  |  |  | 244,020 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 592,255 |
Terzis (2) |  | 2024 |  |  | 166,698 |  |  |  | 100,000 |  |  |  | 494,900 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 761,898 |
Manfred |  | 2025 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Ziegler (3) |  | 2024 |  |  | - |  |  |  | - |  |  |  | 15,150 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,000 |  |  |  | 30,150 |
Anastasios |  | 2025 |  |  | - |  |  |  | - |  |  |  | 9,960 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 40,000 |  |  |  | 49,960 |
Aslidis (4) |  | 2024 |  |  | - |  |  |  | - |  |  |  | 20,200 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 40,000 |  |  |  | 60,200 |
John |  | 2025 |  |  | - |  |  |  | - |  |  |  | 7,470 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,000 |  |  |  | 22,470 |
Hoidas(5) |  | 2024 |  |  | - |  |  |  | - |  |  |  | 15,150 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 53,000 |  |  |  | 68,150 |
Demetrios G. |  | 2025 |  |  | - |  |  |  | - |  |  |  | 7,470 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,000 |  |  |  | 22,470 |
Demetriades (6) |  | 2024 |  |  | - |  |  |  | - |  |  |  | 15,150 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,000 |  |  |  | 30,150 |
Nikolaos |  | 2025 |  |  | 23,949 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,426 |  |  |  | 39,375 |
Bardakis (7) |  | 2024 |  |  | 22,722 |  |  |  | 15,000 |  |  |  | 35,350 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,071 |  |  |  | 88,143 |
Suhel |  | 2025 |  |  | 66,405 |  |  |  | - |  |  |  | 7,470 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 10,000 |  |  |  | 83,875 |
Bhutawala (8) |  | 2024 |  |  | 84,357 |  |  |  | - |  |  |  | 25,250 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 10,000 |  |  |  | 119,607 |
Theodoros C. |  | 2025 |  |  | - |  |  |  | - |  |  |  | 7,470 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 15,000 |  |  |  | 22,470 |
Karkantzos (9) |  | 2024 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |

________________

(1) | Mr. Siokas became the Company’s Chief Executive Officer and Director of the Company in 2016.
(2) | Mr. Terzis became the Company’s Chief Financial Officer on November 11, 2020.
(3) | Manfred Ziegler was first elected to the Company’s Board of Directors at the Annual General Meeting held on December 2, 2022. He resigned in 2025, with his resignation becoming effective upon the conclusion of the Company’s 2025 Annual General Meeting held on September 30, 2025.
(4) | Dr. Anastasios Aslidis was elected to serve on the Board of Directors and was appointed as a chair of the Audit Committee on April 28, 2022.
(5) | John J. Hoidas was first elected as a Member of the Company’s Board of Directors on November 18, 2016. He was also elected to the Audit Committee during the fiscal year 2021.
(6) | Demetrios G. Demetriades was elected as Secretary and Director of the Company effective January 13, 2014.
(7) | Nikolaos Bardakis was appointed as COO on February 1, 2023, succeeding Mr. Pavlos Ignatiades.
(8) | Suhel Bhutawala was elected to serve on the Board of Directors at the Company’s Annual General Meeting held on September 18, 2023 and is the Commercial Director of our subsidiary, Decahedron Ltd, since April 2017.
(9) | Theodoros C. Karkantzos was elected to serve on the Company’s Board of Directors at the Annual General Meeting held on September 30, 2025, replacing Manfred Ziegler.

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Narrative Disclosure to the Summary Compensation Table

There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

Insider Trading Arrangements and Policies

There are no Rule 10b5-1 trading arrangements held by any officer or director of the Company. The company has adopted its Insider Trading Policies and Procedures, which is being filed herein as Exhibit 19.1.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2025, the Company had outstanding restricted stock unit (“RSU”) awards granted to certain directors and executive officers under its equity incentive plans. These awards include grants made in 2025 pursuant to the 2024 Omnibus Incentive Plan, as well as prior-year grants under the 2023 Omnibus Incentive Plan that remained partially unvested. All shares were issued upfront with full legal ownership, including voting and dividend rights, but are subject to forfeiture if the holder does not satisfy the service-based vesting conditions specified in the grant agreements or if clawback provisions are triggered. Vesting of the awards occurs over the respective periods approved by the Board of Directors.

Name |  | Number of Shares or Units of Stock That Have Not Vested (#) |  |  | Market Value of Shares or Units of Stock That Have Not Vested ($) |  |  | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |  |  | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Grigorios Siokas |  |  | 2,055,000 |  |  |  | 1,023,390 |  |  |  | – |  |  |  | – |
Georgios Terzis |  |  | 735,000 |  |  |  | 366,030 |  |  |  | – |  |  |  | – |
Nikolaos Bardakis |  |  | 17,500 |  |  |  | 8,715 |  |  |  | – |  |  |  | – |
Suhel Bhutawhala |  |  | 27,500 |  |  |  | 13,695 |  |  |  | – |  |  |  | – |
John Hoidas |  |  | 22,500 |  |  |  | 11,205 |  |  |  | – |  |  |  | – |
Anastasios Aslidis |  |  | 30,000 |  |  |  | 14,940 |  |  |  | – |  |  |  | – |
Theodoros C. Karkantzos |  |  | 15,000 |  |  |  | 7,470 |  |  |  | – |  |  |  | – |
Demetrios G. Demetriades |  |  | 22,500 |  |  |  | 11,205 |  |  |  | – |  |  |  | – |

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OUTSTANDING EQUITY AWARDS AT YEAR END

Director Compensation

During the fiscal year ended December 31, 2025, the Company approved the following cash compensation for its non-employee directors in respect of services rendered during the period: (i) Anastasios Aslidis received $30,000 in Board of Directors participation fees and $10,000 in committee participation fees; (ii) John J. Hoidas received $10,000 in Board participation fees and $5,000 in committee participation fees; (iii) Demetrios G. Demetriades received $10,000 in Board participation fees and $5,000 in committee participation fees; (iv) Theodoros C. Karkantzos received $10,000 in Board participation fees and $5,000 in committee participation fees; and (v) Suhel Bhutawala received $10,000 in Board participation fees.

In addition, on December 30, 2025, the Company granted restricted stock awards to its non-employee directors under the 2024 Omnibus Incentive Plan. On December 31, 2025, Mr. Aslidis received 20,000 shares of restricted stock, while Messrs. Hoidas, Demetriades, Karkantzos, and Bhutawala each received 15,000 shares. These awards vest in two equal installments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027, in each case subject to continued service. Although the shares were issued as of the grant date, none were vested as of December 31, 2025.

The Company may, from time to time, grant additional equity-based compensation, including stock options, to its directors, as determined by the Board of Directors or a duly authorized committee thereof.

Omnibus Equity Incentive Plan

On September 19, 2022, the Company held a Board of Directors meeting, whereas, the Board of Directors had elected to adopt an Omnibus Equity Incentive Plan (the “2022 Plan”), that includes reserving 200,000 shares of common stock eligible for issuance under the 2022 Plan to be registered on a Form S-8 Registration Statement with the SEC. The 2022 Plan is designed to enable the flexibility to grant equity awards to the Company’s officers, employees, non-employee directors and consultants and to ensure that it can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. The 2022 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on December 2, 2022.

On April 3, 2023, the Company approved incentive stock awards for its Chief Financial Officer, certain officers and directors, and other employees of the Company. The awards were granted in the form of restricted stock and vested in two installments, with 50% vesting on October 2, 2023 and the remaining 50% vesting on October 2, 2024. A total of 185,000 shares were granted under this program, and the Company recorded share-based compensation expense of $328,908 during the year ended December 31, 2024, representing the amortization of the awards’ fair value over the vesting period. No share-based compensation expense related to these awards was recorded during the year ended December 31, 2025, as the awards were fully vested and the associated compensation cost had been fully amortized by October 2024.

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On August 21, 2023, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”). The 2023 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2023 Plan) and exception (as provided in Section 5.6(b) of the 2023 Plan), the maximum number of shares reserved for issuance under the 2023 Plan (including incentive share options) is 2,500,000 shares. The 2023 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 18, 2023.

On September 16, 2024, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2023 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on September 16, 2025 and the remaining 50% vesting on September 16, 2026. A total of 2,500,000 shares were granted under this program. The Company recorded share-based compensation expense of $366,644 for the year ended December 31, 2024, representing the amortization of the awards’ fair value from the grant date of September 16, 2024 through December 31, 2024. During the year ended December 31, 2025, the Company recorded additional share-based compensation expense of $1,262,500 related to these awards.

On September 23, 2024, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). The 2024 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2024 Plan) and exception (as provided in Section 5.6(b) of the 2024 Plan), the maximum number of shares reserved for issuance under the 2024 Plan (including incentive share options) is 3,500,000 shares. The 2024 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on November 19, 2024.

On August 5, 2025, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2025 Omnibus Equity Incentive Plan (the “2025 Plan”). The 2025 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. Subject to certain adjustments (as provided in Section 4.2 of the 2025 Plan) and exception (as provided in Section 5.6(b) of the 2025 Plan), the maximum number of shares reserved for issuance under the 2025 Plan (including incentive share options) is 6,000,000 shares. The 2025 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 30, 2025.

On December 30, 2025, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2024 Plan. The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. A total of 2,350,000 shares were granted under this program. No share-based compensation expense related to these awards was recorded for the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026.

Clawback Policy

On November 28, 2023, the Board of Directors adopted a clawback policy which provides for the recovery of certain executive compensation in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws. There have been no accounting restatements to date, nor is there any compensation to be recovered.

Cosmos Health’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company does not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation to its executive officers at certain times. Consistent with its annual compensation cycle, the Compensation Committee has granted annual equity awards to its directors and executive officers and might grant annual equity awards to its directors and executive officers in the future. The timing of any equity grants to directors or executive officers in connection with new hires or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment effective date). As a result, in all cases, the timing of grants of equity awards, including stock options or RSUs, occurs independent of the release of any material nonpublic information, and Cosmos Health does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

Pursuant to Item 402(x) of Regulation S-K, the Company is required to provide tabular disclosure of any stock options or stock appreciation rights (SARs) granted to named executive officers during a period commencing four business days before and ending one business day after the disclosure of material nonpublic information (the “Covered Period”).

During the fiscal year ended December 31, 2025, the Company did not grant any stock options or stock appreciation rights to named executive officers during any Covered Period following the disclosure of material nonpublic information, including earnings releases or other significant corporate announcements. Accordingly, the tabular disclosure required under Item 402(x)(2) is not applicable.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2025, for each of the following persons, after giving effect to the transaction under the Exchange Agreement:

| · | all such directors and executive officers as a group; and
| · | each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction.

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Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. The percentage of class beneficially owned set forth below is based on 41,067,337 shares of common stock issued and outstanding on December 31, 2025. We calculated beneficial ownership according to Rule 13d-3 of the Securities Exchange Act of 1934, as amended as of that date (the “Exchange Act”). Shares of our Common Stock issuable upon exercise of options or warrants or conversion of Notes that are exercisable or convertible within 60 days of December 31, 2025 are included as beneficially owned by the holder, but not deemed outstanding for computing the percentage of any other Stockholder for Percentage of Common Stock Beneficially Owned Immediately. Beneficial ownership generally includes voting and dispositive power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole dispositive power with respect to all shares beneficially owned.

Name of Beneficial Owners of Common Stock |  | Amount and Nature of Beneficial Ownership |  |  | % of Common Stock |
Grigorios Siokas |  |  | 8,779,154 | (1) |  |  | 21.01 | %
Georgios Terzis |  |  | 1,217,263 |  |  |  | 2.96 | %
Nikolaos Bardakis |  |  | 45,000 |  |  |  | 0.11 | %
Suhel Bhutawala |  |  | 45,000 |  |  |  | 0.11 | %
John J. Hoidas |  |  | 30,000 |  |  |  | 0.07 | %
Dr. Anastasios Aslidis |  |  | 60,000 |  |  |  | 0.15 | %
Theodoros C. Karkantzos |  |  | 15,000 |  |  |  | 0.04 | %
Demetrios G. Demetriades |  |  | 35,000 |  |  |  | 0.09 | %
DIRECTORS AND OFFICERS |  |  |  |  |  |  |  |
As a group (8 persons) |  |  | 10,226,417 |  |  |  | 24.54 | %
5% SHAREHOLDERS |  |  | - |  |  |  | - |
Andreas Bovopoulos (2) |  |  | 3,733,412 |  |  |  | 9.09 | %

(1) | Includes 8,066,771 issued shares; 212,383 shares issuable upon exercise of Exchange Warrants issued on October 2, 2022, pursuant to a Warrant Exchange Agreement dated as of October 3, 2022 and 500,000 shares issuable upon exercise of Series B Common Warrants exercisable at $3.00 per share. The exercise of the Exchange Warrants, Series A Common Warrants and Series B Common Warrants are all subject to the Beneficial Ownership Limitation.
(2) | Reported on Schedule 13G filed with the SEC on February 14, 2024, as amended. Mr. Bovopoulos’ address is 15413 Lone Hill Road, Los Gatos, CA 95032. He has sole voting and dispositive power of the shares.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Grigorios Siokas

Grigorios Siokas is the Company’s CEO and principal shareholder and is hence considered a related party to the Company.

From time to time, Grigorios Siokas loans the Company funds in the form of non-interest bearing, no-term loans.

As of December 31, 2025 and 2024, the outstanding principal balance of these loans amounted to $0 and $6,194, respectively, and was included in loans payable to related parties During the year ended December 31, 2025, the Company’s wholly owned subsidiary, SkyPharm S.A., repaid an aggregate amount of $781,394 to Mr. Siokas. This repayment was effected through a set-off against outstanding salary and bonus liabilities owed to him.

Dimitrios Goulielmos

Dimitris Goulielmos was the Company’s former CEO and a Director of the Company.

On November 21, 2014, the Company entered into an agreement with Dimitrios Goulielmos, as amended on November 4, 2016. Pursuant to the amendment, this loan has no maturity date and is non-interest bearing. As of December 31, 2024 and 2023, the Company had a principal balance of €10,200 ($11,971) and €10,200 ($10,558), respectively. The above balances are adjusted for the foreign currency rate as of the balance sheet date.

Doc Pharma

Doc Pharma S.A. is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the son of Grigorios Siokas, the Company’s CEO and principal shareholder, who also served as a principal of Doc Pharma S.A. in the past.

As of December 31, 2025, and December 31, 2024, the Company had prepaid balances of $4,642,853 and $3,284,052, respectively, to Doc Pharma. The increase in the prepaid balance primarily reflects higher prepayments related to the increased demand for exports in the UAE and other related countries (refer to the “Distribution Agreements” section).

For the year ended December 31, 2025, approximately $3.9 million of the prepayment relates to purchases of inventory pursuant to the CMO agreement signed between the Company and Doc Pharma SA on October 10, 2020; $310,000 relates to the purchase of pharmaceutical and nutraceutical licenses under the May 17, 2021 Research and Development agreement (refer to the “Research and Development agreements” section); and the remaining $410,000 represents the current portion of the Royalty Agreement signed on December 31, 2024 (refer to the “Research and Development agreements” section). The non-current portion of the Royalty Agreement of $1,643,040 is included in “Other Assets – Related Party” in the Company’s Consolidated Balance Sheets as of December 31, 2025.

As of December 31, 2025 and December 31, 2024, the Company had an accounts payable balance to Doc Pharma of $671,148 and $249,768, respectively. The December 31, 2025 balance concerns a trade payable balance that our subsidiary wholesaler, Cosmofarm SA, owes to Doc Pharma SA, concerning purchases of certain pharmaceutical products.

Additionally, the Company had a receivable balance of $3,340,275 and $2,295,706 from Doc Pharma S.A. as of December 31, 2025, and December 31, 2024, respectively, which concerns trading receivables balances with the Company’s Greek and UK subsidiaries. As of December 31, 2025, a cumulative allowance for doubtful accounts of approximately $1.7 million has been recognized, effectively offsetting this balance.

On October 10, 2020, the Company entered into a contract manufacturer outsourcing (“CMO”) agreement with Doc Pharma whereby Doc Pharma is responsible for the development and manufacturing of pharmaceutical products and nutritional supplements according to the Company’s specifications based on strict pharmaceutical standards and good manufacturing practice (“GMP”) protocols as the National Organization for Medicines requires. The Company has the exclusive ownership rights for trading and distribution of its own branded nutritional supplements named “Sky Premium Life®”. The duration of the agreement is for five years, however, either party may terminate the agreement at any time giving six-month advance notice. Doc Pharma is exclusively responsible for supplying the raw materials and packaging required to manufacture the final product. However, they are not responsible for potential delays that may arise, concerning their import. Doc Pharma is also obligated to store the raw and packaging materials. The delivery of raw and packaging materials should be purchased at least 30 and 25 days, respectively, before the delivery date of the final product. The Manufacturer solely delivers the finished product to the Company. There is a minimum order quantity (“MoQ”) of 1,000 pieces per product code. Both parties have agreed that the Company will deposit 60% of the total cost upon agreement and assignment and 40% of the total cost including VAT charge upon the delivery date. The prices are indicative and are subject to amendments if the cost of the raw material or the production cost change.

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For the years ended December 31, 2025 and 2024, the Company has purchased €762,216 ($861,777) and €493,241 ($533,687), respectively, in inventory related to this agreement.

On May 17, 2021, Doc Pharma and the Company entered into a Research and Development (“R&D”) agreement under which Doc Pharma is responsible for the research, development, design, registration, copyrights, and licensing of 250 nutritional supplements under the brand Sky Premium Life®, intended for sale in Greece and internationally. The total project cost is €1,425,000 plus VAT and is structured in three phases: Design and Development (€725,000), Control and Product Manufacturing (€250,000), and Clinical Study and Research (€450,000). As of December 31, 2022, the Company had acquired 81 licenses for €554,500 ($593,204), representing 38.91% of the total project cost. During the year ended December 31, 2024, the Company acquired an additional 60 licenses for €710,000 ($734,921), while no additional Sky Premium Life® licenses were purchased during the year ended December 31, 2025. The agreement is scheduled to terminate on December 31, 2025 and is currently under review for a potential extension in both scope and duration.

On December 31, 2024, the Company signed an agreement with a related party, DocPharma SA (the “Licensor”), through which the Company obtained a royalty-bearing, exclusive worldwide license to actively commercialize the patents owned by the Licensor, through research and preclinical and clinical trials for the useful life of the patents, or for 20 years, whichever is longer. The patents, filed in 2016 and 2017 respectively, cover innovative treatments for cancer. The terms of the agreement include an initial payment of EUR 500,000 due by the end of 2025, followed by fixed annual payments of EUR 350,000 during the five-year Start-Up Term from 2025 to 2030. After the Start-Up Term, the Company will pay an 1.5% royalty on annual net sales of licensed products covered by an issued patent. Moreover, the Company retains an optional buy-out right for a total amount of EUR 7,500,000, which can be exercised with a 60 day-notice and a 60-day close period. The Company also has the right to sublicense the patents. For the 12-month period ended December 31, 2025, the Company incurred EUR 350,000 ($410,760) in royalties concerning this agreement, which were included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

On June 28, 2023, the Company approved the purchase of five proprietary and innovative branded pharmaceuticals with significant market presence and material profit contribution from Zakalia Ltd., the parent company of Doc Pharma, for €1,800,000 ($1,965,600). The transaction was settled on a non-cash basis through the reduction, of an equivalent amount, of prepaid expense balances the Company held with Doc Pharma. The purchased branded pharmaceuticals are presented in “Goodwill and intangible assets, net” on the accompanying consolidated balance sheets. During the year ended December 31, 2024, the Company recognized an impairment charge of $160,947 related to two licenses that are no longer expected to be commercialized. The impairment was recorded after management’s assessment determined that the recoverability of these assets was no longer supportable due to changes in market conditions and strategic priorities. This charge is included in “Other income (expense), net” within the Consolidated Statement of Operations. On December 29, 2023, the Company approved the purchase of additional 19 generic licenses from Doc Pharma, of a total value of €3,200,000 ($3,539,840). This transaction was also settled on a non-cash basis through the reduction, of an equivalent amount, of prepaid expense balances the Company held with Doc Pharma.

As of December 31, 2022, prepaid expenses due from Doc Pharma totaled €7,103,706 ($7,599,545), primarily reflecting prepayments made by SkyPharm S.A. under the CMO agreement in anticipation of expected sales of SPL products in 2023, particularly through Amazon channels in the UK, Singapore, Canada, and other markets. Since a significant portion of these prepayments was not expected to be realized within 12 months, the Company converted €4,000,000 ($4,279,200) of the prepaid balance into a loan to Doc Pharma. The 10-year loan, maturing December 1, 2032, bears a fixed interest rate of 5.5% payable monthly and is repayable in 120 equal installments of €33,333.33 ($35,660), with optional prepayment at any time without penalty. As of December 31, 2025 and 2024, the loan had a current portion of €1,092,844 ($1,282,561) and €500,000 ($517,550), and a non-current portion of €2,400,000 ($2,816,640) and €2,800,000 ($2,898,280), respectively, presented as “Loans receivable – related party” on the consolidated balance sheets. During 2025, the Company received no principal or interest payments but recognized €181,500 ($205,208) of interest income related to this loan.

During the year ended December 31, 2025, management assessed the recoverability of the outstanding loan balance in light of approximately 18 months of non-payment of both principal and interest. Given the prolonged arrears and the uncertainty surrounding the counterparty's ability to resume scheduled payments, the Company recorded a full allowance of $3,949,085 against the outstanding loan receivable — related party balance as of December 31, 2025. The difference between the allowance recorded in the income statement and the corresponding balance sheet amount reflects the use of different EUR/USD exchange rates — the average rate for the income statement and the closing rate for the balance sheet — with the offset recognized in accumulated other comprehensive income. This allowance is considered non-reversible absent a material change in circumstances and is presented within "General and administrative expenses" in the Consolidated Statements of Operations for the year ended December 31, 2025.

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Panagiotis Kozaris

Panagiotis Kozaris is considered a related party due to the fact that he is a former General operational manager and current employee of Cosmofarm S.A.

From time to time, the Company repurchases shares owned by Panagiotis Kozaris and records them as treasury shares. The Company makes advance payments to Panagiotis Kozaris for these shares and receives the shares upon execution of a cumulative stock purchase agreement (“SPA”). During the years ended December 31, 2025 and 2024, the Company made no additional payments to Panagiotis Kozaris, and no SPA covering these amounts had been executed as of December 31, 2025. As of December 31, 2025 and 2024, balances of $194,215 and $194,215, respectively, are included in “Prepaid Expenses and Other Current Assets – Related Party” in the accompanying consolidated balance sheets.

During the year ended December 31, 2025, given the prolonged period during which no SPA had been executed and the uncertainty surrounding the timing and completion of the share repurchase, management determined that the advance was no longer recoverable with sufficient certainty. Accordingly, the Company recorded a full allowance of $194,215 against the outstanding balance as of December 31, 2025, presented within "General and administrative expenses" in the Consolidated Statements of Operations. Should a cumulative SPA be executed in a subsequent period, the allowance will be reversed at that time to the extent the underlying advance is recovered through the receipt of shares.

Basotho Investment Limited

Basotho Investment Limited is considered a related party once Panagiotis Kozaris (former General operational manager and current employee of Cosmofarm S.A) is one of its directors.

On November 21, 2023, the Company issued 120,000 shares of common stock to Basotho Investment Limited for services rendered. The fair value of these shares for the period ended December 31, 2025 and 2024 was $0 and $113,300, respectively, which was included in “General and administrative expenses” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Maria Kozari

Maria Kozari is considered a related party to the Company due to the fact that she is the daughter of Panagiotis Kozaris, a former Operational General Manager and current employee of Cosmofarm S.A.

During 2021, the Company, through its subsidiary, Cosmofarm SA, commenced a partnership with a pharmacy called “Pharmacy & More”, owned by Maria Kozari. The transactions with the respective pharmacy were in Cosmofarm’s normal course of business, however, a more flexible credit policy was allowed as the pharmacy was new and needed to be established in the market. During the years ended December 31, 2025 and 2024 the Company’s net sales to Pharmacy & More amounted to $460,016 and $414,443 respectively. As of December 31, 2025 and 2024 the Company’s outstanding receivable balance due from the pharmacy amounted to $1,721,143 and $1,183,429, respectively, and are included in “Accounts receivable - related party”, on the accompanying consolidated balance sheets. As of December 31, 2025, a cumulative allowance for doubtful accounts of approximately $834,000 has been recognized, effectively offsetting this balance.

The Company plans to acquire Pharmacy & More within fiscal year 2026. Upon acquisition, the Company intends to offset the outstanding receivable balance with the corresponding purchase price and additionally plans to make Pharmacy & More the first shop-in-shop of its own branded line of nutraceutical products, Sky Premium Life® (SPL).

Other Related Parties

Additionally, as of December 31, 2025, the Company had the following material balances with related parties, all classified within “Accounts payable and accrued expenses – related party” in the consolidated balance sheets:

· | $894,336 payable to Grigorios Siokas, Chief Executive Officer, relating to accrued but unpaid salaries and bonuses.
· | $420,000 payable to George Terzis, Chief Financial Officer, relating to accrued but unpaid salaries and bonuses; and
· | $14,218 payable to Nikolaos Bardakis, Chief Operating Officer, relating to accrued but unpaid salaries and bonuses

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Item 14. Principal Accountant Fees and Services

On January 18, 2019, the Company’s Board of Directors approved the engagement of Armanino LLP (“Armanino”) as the Company’s new Independent Certified Public Accountants, and the Company entered into an engagement agreement with Armanino on January 18, 2019. Armanino performed the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, and issued the audit report in this Annual Report.

On August 8, 2023, the Company’s Board of Directors approved the engagement of KPMG Certified Auditors S.A. (“KPMG”) as the Company’s independent registered public accounting firm, effective August 7, 2023. KPMG replaced the Company’s former auditor, Armanino.

On April 26, 2024, the Company dismissed KPMG as the Company’s independent registered accountant, effective immediately. On April 29, 2024, RBSM LLP (“RBSM”) was appointed by the Company’s Audit Committee as the Company’s independent registered public accounting firm, to audit the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2023, subject to customary client acceptance procedures. On May 21, 2024, RBSM completed such procedures, formally accepted its appointment by executing and engagement letter with the Company and issued its independence letter to the Company’s Audit Committee. During the two most recent fiscal years and through May 21, 2024, the Company had not consulted with RBSM regarding any matter that was the subject of a disagreement, or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K.

RBSM LLP (“RBSM”) served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024. The Audit Committee of the Board of Directors has reviewed and approved the services provided by RBSM, including audit and non-audit services, and has concluded that RBSM’s independence and qualifications meet the requirements of the Securities and Exchange Commission.

The following table presents: (1) fees for professional audit services rendered by RBSM LLP for the audit of our annual financial statements and for other services for the year ended December 31, 2025 and for the year ended December 31, 2024.

Financial Statements for the Year Ended |  | Audit Services |  |  | Audit Related Fees |  |  | Tax Fees |  |  | Other Fees |
December 31, 2025 |  |  |  |  |  |  |  |  |  |  |  |
RBSM LLP |  | $ | 250,000 |  |  |  | 148,026 |  |  |  | - |  |  |  | - |
December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
RBSM LLP |  | $ | 450,000 |  |  |  | 85,335 |  |  |  | - |  |  |  | - |

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Audit Fees for the fiscal years ended December 31, 2025 and 2024 were for professional services rendered for the audits and quarterly reviews of the financial statements of the Company, consents, and other assistance required to complete the year-end audit of the financial statements.

As the Company has a formal audit committee, the services described above were approved by the audit committee under the de minimus exception provided by Rule 2-01(c)(7)(i)(C) under Regulation S-X. Further, as the Company has a formal audit committee, the Company has audit committee pre-approval policies and procedures.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

Exhibit No. |  | Document Description
2.1 |  | Share Exchange Agreement by and among Prime Estates and Developments Inc. and Amplerissimo dated September 27, 2013 (14)
3.1 |  | Amended and Restated Articles of Incorporation of the Registrant (1)
3.2 |  | Correction to Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock dated February 24, 2022 (2)
3.3 |  | Amendment to Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock (55)
3.4 |  | Certificate of Amendment to Articles of Incorporation (63)
3.5 |  | Amended and Restated Bylaws of the Registrant (1)
4.1 |  | Form of Senior Convertible Note (12)
4.2 |  | Common Stock Purchase Warrant issued to Roth Capital Partners (11)

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4.3 |  | Common Stock Purchase Warrant dated September 4, 2017 issued to Roth Capital Partners LLC (15)
4.4 |  | Form of Second Amendment and Exchange Agreement (20)
4.5 |  | Form of Rights Agreement and Rights Certificate (74)
4.6 |  | Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note (79)
10.1 |  | Loan Facility Agreement, dated as of August 4, 2016, by and among SkyPharm S/A, Grigorios Siokas, as Guarantor and Synthesis Peer to Peer Income Fund. (4)
10.2 |  | Pledge Agreement, by and between Grigorios Siokas and Synthesis Peer-to Peer Income Fund (4)
10.3 |  | First Deed of Amendment relating to Loan Facility Agreement, dated as of August 4, 2016, by and among Sky Pharm S.A., as Borrower, Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund (5)
10.4 |  | Intellectual Property Sale Agreement, dated as of October 1, 2016, by and among the Company, Anastasios Tsekas and Olga Parthenea Georgatsou (6)
10.5 |  | Amended and Restated Loan Facility Agreement, dated as of March 23, 2017, by and among SkyPharm S.A., as Borrower, Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund, as Lender (7)
10.6 |  | Trade Finance Facility Offer Letter, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8)
10.7 |  | Trade Finance Facility Agreement, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8)
10.8 |  | Cross Guarantee and Indemnity Agreement, dated as of April 10, 2017, by and among Cosmos Health Inc., Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8)
10.9 |  | Security Assignment of Receivables and other Contractual Rights, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8)
10.10 |  | Trade Finance Facility Agreement, dated May 12, 2017 by and between SkyPharm S.A. and Synthesis Structured Commodity Finance Limited. (9)

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10.11 |  | Cross Guarantee and Indemnity Agreement dated May 12, 2017 by and between SkyPharm S.A., as Commodity Buyer, Cosmos Health Inc. as Guarantor and Synthesis Structured Commodity Trade Finance Limited (9)
10.12 |  | Security Assignment of Receivables and other Contractual Rights, dated May 12, 2017 by and between SkyPharm S.A. and Synthesis Structured Commodity Trade Finance Limited (9)
10.13 |  | Distribution and Equity Acquisition Agreement Effective as of March 19, 2018 by and between Cosmos Health, Inc. and Marathon Global Inc. (13)
10.14 |  | First Amendment to Share Exchange Agreement dated May 24, 2018 (16)
10.15 |  | Stock Purchase Agreement dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae Health Ltd. and Cosmos Health Inc. (17)
10.16 |  | Share Exchange Agreement dated as of June 26, 2018 with Marathon Global Inc. (18)
10.17 |  | Share Purchase Agreement dated September 30, 2018 by and between Cosmos Health Inc. and Abbydale Management Ltd. (52)
10.18 |  | Further Amendment dated October 17, 2018 to Supplemental Deed dated May 16, 2018 by and among SkyPharm S.A., Cosmos Health Inc. and Synthesis Structured Commodity Trade Finance Limited (21)
10.19 |  | Amendment dated as of December 19, 2018 to Stock Purchase Agreement dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae Holding Ltd. and Cosmos Health Inc. (23)
10.20 |  | Promissory Note dated December 19, 2018 from Cosmos Health Inc. to Deepdae Holding Ltd. (23)
10.21 |  | Stock Purchase Agreement dated as of February 5, 2019 (24)
10.22 |  | Stock Purchase Agreement dated as of February 18, 2019 (25)
10.23 |  | Amendment dated as of December 19, 2018 to Stock Purchase Agreement dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae Holding Ltd. and Cosmos Health Inc. filed with Form 8-K on December 20, 2018 (23)
10.24 |  | Promissory Note dated December 19, 2018 from Cosmos Health Inc. to Deepdae Holding Ltd. filed with Form 8-K on December 20, 2018 (23)
10.25 |  | Form of Senior Promissory Note (26)
10.26 |  | Form of Guaranty Agreement (26)

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10.27 |  | Assumption Contract for the Design, Development and Production of Dietary Supplements dated March 10, 2017 by and between SkyPharm and Doc Pharma S.A. (27)
10.28 |  | Form of Securities Purchase Agreement by and Among Cosmos Health Inc. and the Buyer (28)
10.29 |  | Form of Senior Convertible Note (28)
10.30 |  | Debt Exchange Agreement dated May 28, 2019 (29)
10.31 |  | Debt Exchange Agreement dated June 24,2019 (30)
10.32 |  | Form of Forbearance and Amendment Agreement (31)
10.33 |  | Form of Senior Promissory Note dated May 5, 2020 for $2,000,000 (32)
10.34 |  | Form of Senior Promissory Note dated May 8, 2020 for $2,000,000 (32)
10.35 |  | Form of Senior Promissory Note dated May 18, 2020 for $2,000,000 (33)
10.36 |  | Form of Senior Promissory Note dated July 3, 2020 for $5,000,000 (33)
10.37 |  | Amendment dated June 30, 2020 by and among Synthesis Peer-to-Peer Income Fund, Sky Pharma S.A. and Grigorios Siokas (33)
10.38 |  | Advisory Agreement dated October 8, 2020 by and between the Registrant and PGS Ventures B.V. (35)
10.39 |  | Advisory Agreement dated October 5, 2020 by and between Greg Siokas and PGS Ventures B.V. (36)
10.40 |  | Advisory Agreement dated October 5, 2020 by and between the Registrant and PGS Ventures B.V (36)
10.41 |  | Senior Promissory Note dated August 4, 2020 for $3,000,000 (37)
10.42 |  | Employment Agreement dated January 1, 2019 by and between the Registrant and Georgios Terzis (37)
10.43 |  | Debt Exchange Agreement dated December 21, 2020 by and among the Registrant, Grigorios Siokas and an unaffiliated lender (39)

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10.44 |  | Debt Exchange Agreement dated October 29, 2020 by and among the Registrant, Grigorios Siokas and an unaffiliated lender (40)
10.45 |  | Amended and Restated Debt Exchange Agreement dated as of February 5, 2021 (41)
10.46 |  | Consulting Agreement dated as of February 5, 2021 by and between the Registrant and an unaffiliated consultant (42)
10.47 |  | Addendum to Consulting Agreement dated as of February 5, 2021 by and between the Registrant and an unaffiliated consultant (42)
10.48 |  | Debt Exchange Agreement dated May 10, 2021 by and between the Registrant and Grigorios Siokas (43)
10.49 |  | Third Forbearance and Amendment Agreement dated June 18, 2021 by and between Hudson Bay Master Fund Ltd. and the Registrant (44)
10.50 |  | Debt Exchange Agreement dated June 23, 2021 by and between the Registrant and Grigorios Siokas (45)
10.51 |  | Debt Exchange Agreement dated July 13, 2021 by and between the Registrant and Grigorios Siokas (46)
10.52 |  | Convertible Promissory Note dated July 20, 2021 payable to Grigorios Siokas (47)
10.53 |  | Debt Exchange Agreement dated August 4, 2021 by and between a senior institutional lender, the Registrant, SkyPharm S.A. and Grigorios Siokas (48)
10.54 |  | Capital Market Advisory Agreement dated as of July 1, 2021 and Exchange Listing LLC (49)
10.55 |  | Form of Securities Purchase Agreement dated as of September 17, 2021 (50)
10.56 |  | Form of Registration Rights Agreement dated as of September 17, 2021 (50)
10.57 |  | Form of Convertible Promissory Note (50)
10.58 |  | Form of Warrant to Purchase Common Stock (51)
10.59 |  | Form of Securities Purchase Agreement dated February 2022 (51)
10.60 |  | Form of Registration Rights Agreement (51)

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10.61 |  | Binding Letter of Intent with Pharmaceutical Laboratories Cana, S.A. dated July 19, 2022 (56)
10.62 |  | Form of Placement Agent Agreement (57)
10.63 |  | Form of Sales Agreement (58)
10.64 |  | Form of Exchange Warrant (60)
10.65 |  | Form of Warrant Exchange Agreement (60)
10.66 |  | Form of Placement Agency Agreement (61)
10.67 |  | Form of Pre-Funded Warrant (61)
10.68 |  | Form of Common Warrant (61)
10.69 |  | Form of Securities Purchase Agreement (61)
10.70 |  | Form of Pre-Funded Warrant (62)
10.71 |  | Form of Series A Common Warrant (62)
10.72 |  | Form of Series B Common Warrant (62)
10.73 |  | Form of Securities Purchase Agreement (62)
10.74 |  | Form of Pre-Funded Warrant (64)
10.75 |  | Form of Common Warrant (64)
10.76 |  | Form of Securities Purchase Agreement (64)
10.77 |  | Form of Placement Agency Agreement (64)
10.78 |  | Amendment No. 1 to Securities Purchase Agreement of Grigorios Siokas (65)
10.79 |  | Secured Promissory Note dated February 28, 2023 issued by Cana Laboratories Holdings (Cyprus) Limited (67)
10.80 |  | Cana Holdings Share Pledge Agreement dated as of February 28, 2023 (67)
10.81 |  | Cana Pharmaceutical Share Pledge Agreement dated as of February 28, 2022 (67)
10.82 |  | Canada Inc. Purchase Agreement dated as of January 6, 2023 (68)

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10.83 |  | Binding Letter of Intent dated May 25, 2023 by and among Cosmos Health Inc. and Docpharm GmbH and Dr. Mathiaas Krebs (69)
10.84 |  | Stock Purchase Agreement dated May 8, 2023 by and among Cosmos Health Inc. and Kostantinos-Gaston Kanaroglou and Kostantina-Mathilde Kanaroglou regarding Cana Laboratories Holding (Cyprus) Limited (70)
10.87 |  | Form of Pre-Funded Warrant (71)
10.88 |  | Form of Common Warrant (71)
10.89 |  | Form of Securities Purchase Agreement (71)
10.90 |  | Form of Placement Agency Agreement (71)
10.91 |  | Form of Investor Agreement (71)
10.92 |  | Form of Amendment No. 1 to Common Warrant Agreement (71)
10.93 |  | Form of Warrant (71)
10.94 |  | Form of Warrant Exchange Agreement (71)
10.95 |  | 2022 Omnibus Equity Incentive Plan (59)
10.96 |  | 2023 Omnibus Equity Incentive Plan (72)
10.97 |  | 2024 Omnibus Equity Incentive Plan (80)
10.98 |  | 2025 Omnibus Equity Incentive Plan (81)
10.99 |  | Form of Securities Purchase Agreement, dated as of August 5, 2025 (79)
10.100 |  | Form of Security and Pledge Agreement, dated as August 5, 2025 (79)
10.101 |  | Form of Registration Rights Agreement, dated as of August 5, 2025 (79)
10.102 |  | Form of Voting and Support Agreement, August 5, 2025 (79)
10.103 |  | Form of Account Control Agreement, August 5, 2025 (79)

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14.1 |  | Code of Ethics (19)
19.1 |  | Insider Trading Policies and Procedures (78) |
21* |  | List of Subsidiaries
23.1* |  | Consent of RBSM LLP
31.1* |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* |  | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* |  | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* |  | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 |  | Clawback Policy (75)
101.INS |  | Inline XBRL Instance Document*
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document*
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101 |  | Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.*

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* | Filed with this Report
(1) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 12, 2021.
(2) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 1, 2022.
(3) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015.
(4) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on August 16, 2016.
(5) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on September 16, 2016.
(6) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on October 5, 2016.
(7) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on March 28, 2017.
(8) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 14, 2017.
(9) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 18, 2017.
(10) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 16, 2017.
(11) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on December 27, 2017.
(12) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on February 21, 2018.
(13) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 19, 2018.
(14) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 3, 2013.
(15) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 5, 2018.
(16) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 31, 2018.
(17) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 26, 2018.
(18) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 19, 2018.
(19) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 17, 2018.
(20) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 27, 2018.

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(21) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 19, 2018.
(22) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 13, 2018.
(23) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 21, 2018.
(24) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 6, 2019.
(25) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 19, 2019.
(26) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 4, 2019.
(27) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 31, 2018.
(28) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 16, 2019.
(29) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 28, 2019.
(30) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2019.
(31) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 23, 2020.
(32) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 15, 2020.
(33) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 13, 2020.
(34) | Incorporated by reference to the filing of the Report on Form 8-K filed by the Registrant on September 24, 2020.
(35) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 15, 2020.
(36) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 13, 2020.
(37) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 17, 2020.
(38) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 17, 2020.

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(39) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 22, 2020.
(40) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 11, 2021.
(41) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 2, 2021.
(42) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 8, 2021.
(43) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 17, 2021.
(44) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 21, 2021.
(45) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2021.
(46) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 14, 2021.
(47) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 27, 2021.
(48) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on August 10, 2021.
(49) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 16, 2021.
(50) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 21, 2021.
(51) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 1, 2022.
(52) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 4, 2018
(53) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 15, 2022.
(54) | Incorporated by reference to the filing of the Registration Statement on Form S-1 filed by the Registrant on May 24, 2022.
(55) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 29, 2022.

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(56) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 25, 2022.
(57) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-1 filed by the Registrant on September 19, 2022.
(58) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on September 21, 2022.
(59) | Incorporated by reference to the Company’s Schedule 14A filed by the Registrant on September 23, 2022.
(60) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 3, 2022.
(61) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-1/A filed by the Registrant on October 11, 2022.
(62) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 18, 2022.
(63) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 19, 2022.
(64) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 20, 2022.
(65) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on January 17, 2023.
(66) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on January 18, 2023.
(67) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on March 6, 2023.

(68) | Incorporated by reference to the filing of the Company’s Annual Report on Form 10-K filed by the Registrant on April 12, 2023.

(69) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on May 31, 2023.
(70) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on May 11, 2023
(71) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 25, 2023.
(72) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on August 18, 2023.
(73) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 29, 2023.
(74) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on September 5, 2023.
(75) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on November 28, 2023.
(76) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on January 29, 2024.
(77) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on April 25, 2024.
(78) | Incorporated by reference to the filing of the Company’s Form 10-K filed by the Registrant on April 15, 2025.
(79) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on August 06, 2025.
(80) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on October 18, 2024.
(81) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on August 22, 2025.

Item 16. Form 10-K Summary

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| Cosmos Health Inc. |
Date: April 15, 2026 | By: | /s/ Grigorios Siokas |
|  | Grigorios Siokas |

In accordance with the Exchange Act, this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Signatures |  | Title |  | Date
/s/ Grigorios Siokas |  | Chief Executive Officer and Director |  | April 15, 2026
Grigorios Siokas |  | (Principal Executive Officer) |  |
/s/ Georgios Terzis |  | Chief Financial Officer |  | April 15, 2026
Georgios Terzis |  | (Principal Financial Officer, and Principal Accounting Officer) |  |
/s/ Demetrios G. Demetriades |  | Secretary and Director |  | April 15, 2026
Demetrios G. Demetriades |  |  |  |
/s/ John J. Hoidas |  | Director |  | April 15, 2026
John J. Hoidas |  |  |  |
/s/ Anastasios Aslidis |  | Director |  | April 15, 2026
Dr. Anastasios Aslidis |  |  |  |
/s/ Theodoros C. Karkantzos |  | Director |  | April 15, 2026
Theodoros C. Karkantzos |  |  |  |

/s/ Suhel Bhutawala |  | Director |  | April 15, 2026
Suhel Bhutawala |  |  |  |

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