cosm_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported) May 21, 2026

 

Cosmos Health Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54436 

 

27-0611758 

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

5 Agiou Georgiou Str, Pilea, Thessaloniki, Greece

 

60604

(Address of principal executive offices) 

 

(Zip Code)

 

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

 

Cosmos Health Inc.

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

 

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

On Which Registered

Common Stock, $.001 par value

 

COSM

 

Nasdaq Capital Market

 

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

 

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

 

 

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

 

 

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

 

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

 

Emerging growth company

 

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

 

 

 

 

ITEM 2.02 RESULTS OF OPERATIONS AND FINCIAL CONDITION.

 

On May 21, 2026, Cosmos Health Inc. (the “Company”) issued a press release setting forth the financial results for its first fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as exhibit 99.1.

 

In accordance with General Instruction B.2 of Form 8-K, the information contained in this item 2.02 and exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

Forward Looking Statements

 

Certain statements made herein, including, for example any future results or expectations of the Company, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically include words such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “may,” “will,” “should,” or “anticipates” or the negatives thereof, other variations thereon or comparable terminology. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved, and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, many of which are beyond our control, and are not guarantees of future results or achievements. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its businesses or operations. As a result, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.

 

Additional information concerning these and other factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or other filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov or by contacting the investor relations department of the Company. Except to the extent required by applicable law, we disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release dated May 21, 2026, entitled “Cosmos Health Reports Q1 2026 Results: Revenue Up 31% to $17.9M, New Q1 Record; Total Liabilities Reduced by $4.5m; Stockholders' Equity Up 7.6%; Cash of $2.2M; Record Momentum Continues into Q2 with U.S. Expansion Underway.”

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

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

COSMOS HEALTH INC.

 

 

 

 

Date: May 22, 2026

By:

/s/ Georgios Terzis

Georgios Terzis

 

Chief Financial Officer

 

 

 

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EXHIBIT 99.1

 

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

 

 

·

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

 

 

 

 

·

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

 

 

 

 

·

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

 

 

 

 

·

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

 

 

 

 

·

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

 

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

 

 

First Quarter 2026 Financial Highlights

 

Income Statement

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

 

 

·

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

 

 

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

 

 

·

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

 

 

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

 

 

·

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

 

 
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·

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

 

 

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

 

 

 

 

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

 

 

 

 

$313,157 in foreign currency translation losses

 

 

·

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

 

 

 

 

·

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

 

Balance Sheet

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

 

 

·

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

 

 

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

 

 

·

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

 

 

 

 

·

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

 

Management Commentary

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

 

This momentum is continuing into Q2 2026, and we are focused on sustaining it well beyond this year. We believe Cosmos Health is entering a new phase of growth, driven by strategic investments across our organization — in personnel, facilities, infrastructure, technology, and AI-driven efficiencies — to support our global expansion plans, strengthen our R&D pipeline, and build the foundation for long-term sustainable value creation. A key pillar of this growth is our entry into the lucrative U.S. nutraceuticals market through the 18 Series platform. Adjusted EBITDA is near breakeven, and we expect it to turn positive as our growth investments drive meaningful returns and revenues continue to scale.

 

At the same time, we have been disciplined in managing our balance sheet. We reduced total liabilities by $4.5 million in a single quarter, a 9.6% reduction, driven by a substantial reduction in convertible note and credit facility balances. Meanwhile, stockholders' equity increased by 7.6%, our liabilities-to-assets ratio improved by 370 basis points, and our liquidity position remains solid, with $4.3 million in liquid assets including cash of $2.2 million, to support our growth plans.

 

Q1 2026 is an early indication of what we believe will be a period of significant growth for Cosmos Health, and we look forward to updating our shareholders as this story continues to unfold.”

 

 
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

(in $)

 

 

 

 

 

 

GAAP Figures

 

 

 

 

 

 

REVENUE

 

 

17,927,892

 

 

 

13,712,528

 

GROSS PROFIT

 

 

1,381,171

 

 

 

2,049,799

 

TOTAL OPERATING EXPENSES

 

 

(3,565,350 )

 

 

(2,882,944 )

GAIN (LOSS) FROM OPERATIONS

 

 

(2,184,179 )

 

 

(833,145 )

TOTAL OTHER INCOME (EXPENSE), NET

 

 

(621,244 )

 

 

15,048

 

NET GAIN (LOSS)

 

 

(2,805,423 )

 

 

(818,097 )

 

 

 

 

 

 

 

 

 

NON-GAAP Figures*

 

 

 

 

 

 

 

 

ADJUSTED REVENUE

 

 

18,398,493

 

 

 

13,712,528

 

ADJUSTED GROSS PROFIT

 

 

1,851,772

 

 

 

2,049,799

 

ADJUSTED EBITDA

 

 

(229,596 )

 

 

373,119

 

ADJUSTED NET INCOME (LOSS)

 

 

(996,502 )

 

 

277,338

 

 

(*) See "Definitions of Non-GAAP Measures" and "Reconciliation of Non-GAAP Measures" sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.

 

Definitions of Non-GAAP Measures

 

We collect and analyze operating and financial data to evaluate the health of our business and assess our performance. In addition to Revenue, Gross Profit, Income (Loss) from Operations and Net Income (Loss) under GAAP, we use: Adjusted Revenue, Adjusted Gross Profit, EBITDA, Adjusted EBITDA, and Adjusted Net Income (Loss). We have included these non-GAAP financial measures because they are key measures used by our management to evaluate our operating performance. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. Therefore, these non-GAAP financial measures are presented here. Our calculation of these non-GAAP financial measures may differ from similarly titled non-GAAP measures, if any, reported by our peer companies. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.

 

 
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Adjusted Revenue

We define Adjusted Revenue as GAAP Revenue adjusted to include revenues subject to revenue recognition timing adjustments. Adjusted Revenue is supplemental in nature and is not meant as a substitute for Revenue prepared in accordance with GAAP.

 

Adjusted Gross Profit

We define Adjusted Gross Profit as GAAP Gross Profit adjusted for the same revenue recognition timing adjustments described under Adjusted Revenue above. Adjusted Gross Profit is supplemental in nature and is not meant as a substitute for Gross Profit prepared in accordance with GAAP.

 

Adjusted EBITDA

We define Adjusted EBITDA as Income (Loss) before Income Taxes, excluding (i) depreciation and amortization expense, (ii) interest income (expense), net, (iii) non-cash interest expense, (iv) stock-based compensation expense, (v) non-recurring and extraordinary items, (vi) other income (expense), net, (vii) gain (loss) on equity investments and digital assets, net, (viii) change in fair value of derivative liability and convertible notes, (ix) foreign currency transaction, net, and (x) sales discount reversals.

 

We have included Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and non-recurring and extraordinary items.

 

For investors to better evaluate the Company's performance and compare results across reporting periods, Cosmos Health provides a reconciliation of GAAP to non-GAAP financial measures. These adjustments exclude certain non-cash and non-recurring items, including stock-based compensation, non-cash interest expense, changes in the fair value of derivatives and convertible notes, gains or losses on digital assets, foreign currency transactions, sales discount reversals, and other non-operating or non-recurring items, as applicable and as further described above.

 

The presentation of the Company's non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the Company's financial results prepared in accordance with GAAP, and the Company's non-GAAP measures may be different from non-GAAP measures used by other companies. Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP.

 

Adjusted Net Income (Loss)

 

We define Adjusted Net Income (Loss) as Adjusted EBITDA (see above) adding provision for income taxes and deducting interest expense.

 

Adjusted Net Income (Loss) has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP.

 

 
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Reconciliation of Non-GAAP Measures

 

Adjusted Revenue, Adjusted Gross Profit, Adjusted EBITDA & Adjusted Net Income (Loss)

 

The following table presents reconciliations of Adjusted Revenue, Adjusted Gross Profit, Adjusted EBITDA and Adjusted Net Income (Loss) to the most directly comparable GAAP financial measures for each of the periods indicated.

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

(in $)

 

 

 

 

 

 

REVENUE

 

 

17,927,892

 

 

 

13,712,528

 

Sales discount reversal

 

 

470,601

 

 

 

-

 

ADJUSTED REVENUE

 

 

18,398,493

 

 

 

13,712,528

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

1,381,171

 

 

 

2,049,799

 

Sales discount reversal

 

 

470,601

 

 

 

-

 

ADJUSTED GROSS PROFIT

 

 

1,851,772

 

 

 

2,049,799

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

(2,805,423 )

 

 

(818,097 )

Adjustments (add back):

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

348,179

 

 

 

320,439

 

Interest (income) / expense, net

 

 

766,906

 

 

 

95,781

 

EBITDA

 

 

(1,690,338 )

 

 

(401,877 )

 

 

 

 

 

 

 

 

 

Sales discount reversal

 

 

470,601

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Non-recurring and extraordinary items

 

 

245,116

 

 

 

135,621

 

Stock-based compensation

 

 

535,786

 

 

 

556,611

 

Other income (expense), net

 

 

(86,161 )

 

 

261,730

 

Change in fair value of derivative liability & convertible notes

 

 

(471,448 )

 

 

-

 

(Gain) / loss on equity investments & digital assets, net

 

 

453,691

 

 

 

(3,142 )

Foreign currency transaction, net

 

 

313,157

 

 

 

(175,824 )

ADJUSTED EBITDA

 

 

(229,596 )

 

 

373,119

 

Interest income / (expense), net

 

 

(766,906 )

 

 

(95,781 )

ADJUSTED NET INCOME (LOSS)

 

 

(996,502 )

 

 

277,338

 

 

 
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CONDENSED CONSOLIDATED BALANCE SHEET DATA

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

September 30, 2025

 

(in $)

 

(Unaudited)

 

 

(Audited)

 

 

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

 

 

Cash & cash equivalents

 

 

2,158,921

 

 

 

3,459,893

 

 

 

4,633,660

 

Inventory

 

 

5,650,458

 

 

 

5,778,142

 

 

 

5,683,662

 

Accounts receivable, prepaid expenses and other current assets

 

 

28,594,752

 

 

 

28,662,583

 

 

 

25,952,190

 

Property and equipment, net

 

 

10,280,203

 

 

 

10,578,858

 

 

 

10,664,820

 

Goodwill and intangible assets, net

 

 

7,225,011

 

 

 

7,569,695

 

 

 

7,960,633

 

Loans receivable

 

 

3,605,388

 

 

 

3,633,839

 

 

 

7,666,483

 

Other noncurrent assets

 

 

4,854,278

 

 

 

5,794,508

 

 

 

6,931,310

 

TOTAL ASSETS

 

 

62,369,011

 

 

 

65,477,518

 

 

 

69,492,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

15,689,061

 

 

 

17,412,973

 

 

 

15,198,777

 

Other current liabilities

 

 

6,701,051

 

 

 

6,047,940

 

 

 

5,505,549

 

Lines of credit

 

 

7,856,208

 

 

 

9,177,684

 

 

 

7,584,786

 

Notes payable

 

 

9,954,812

 

 

 

11,485,084

 

 

 

15,956,667

 

Other non-current and finance/lease liabilities

 

 

2,341,520

 

 

 

2,929,208

 

 

 

2,112,095

 

Stockholders' and mezzanine equity

 

 

19,826,359

 

 

 

18,424,629

 

 

 

23,134,885

 

TOTAL LIABILITIES AND STOCKHOLDERS'/MEZZANINE EQUITY

 

 

62,369,011

 

 

 

65,477,518

 

 

 

69,492,758

 

 

About Cosmos Health Inc.

Cosmos Health Inc. (Nasdaq:COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life®, Mediterranation®, bio-bebe®, C-Sept® and C-Scrub®. Through its subsidiary Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA), it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, enhanced by artificial intelligence drug repurposing technologies, and focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Cosmos Health has also entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, and has offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. More information is available at www.cosmoshealthinc.com,www.skypremiumlife.com,www.cana.gr,www.zipdoctor.co, www.cloudscreen.gr, as well as LinkedIn and X.

 

 
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Forward-Looking Statements

With the exception of the historical information contained in this news release, the matters described herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” generally identify forward-looking statements, although not all forward-looking statements contain these words. These statements involve risks and uncertainties that may individually or materially affect the matters discussed herein for a variety of reasons outside the Company’s control, including, but not limited to: the Company’s ability to raise sufficient financing to implement its business plan; the effectiveness of its digital asset strategies, including accumulation and yield-generating activities; the impact of the war in Ukraine and ongoing conflicts in the Middle East and other regions on the Company’s business, operations, and the economy in general; the Company’s ability to successfully develop and commercialize its proprietary products and technologies; changes in interest rates; changes in foreign currency exchange rates, commodity or other price inflation and deflation; our ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation; the challenges of operating in international markets; the adequacy of insurance coverage; the effect of accounting charges and of adopting certain accounting standards; the impact of legal and regulatory changes, including changes to tax laws and regulations; guidance for fiscal 2026 and beyond and financial outlook. Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our historical experience and our expectations and projections. These risks and uncertainties include, but are not limited to, those described from time to time in our periodic reports filed with the SEC and available at the SEC’s website (www.sec.gov). There also may be other factors that we cannot anticipate or that are not described herein, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our filings with the Securities and Exchange Commission and in our other public statements.

 

Investor Relations Contact:

BDG Communications

[email protected]

 

 
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