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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicable only to Corporate Issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 30,213,876 as of August 14, 2025.

TABLE OF CONTENTS

PART I |  |  |
Item 1. | Condensed Consolidated Financial Statements (Unaudited). |  | 3 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |  | 39 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk. |  | 53 |
Item 4. | Controls and Procedures. |  | 53 |
PART II |  |  |
Item 1. | Legal Proceedings. |  | 55 |
Item 1A. | Risk Factors. |  | 55 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |  | 55 |
Item 3. | Defaults Upon Senior Securities. |  | 55 |
Item 4. | Mine Safety Disclosures. |  | 55 |
Item 5. | Other Information. |  | 55 |
Item 6. | Exhibits. |  | 56 |
SIGNATURES |  | 57 |

2
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COSMOS HEALTH INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

|  | June 30, 2025 (unaudited) |  |  | December 31, 2024 |
ASSETS |  |  |  |  |  |
CURRENT ASSETS: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 655,503 |  |  | $ | 315,105 |
Accounts receivable, net |  |  | 15,455,787 |  |  |  | 13,478,263 |
Accounts receivable - related party |  |  | 1,449,354 |  |  |  | 1,230,308 |
Marketable securities |  |  | 30,266 |  |  |  | 21,148 |
Inventory |  |  | 5,110,947 |  |  |  | 4,355,365 |
Loans receivable |  |  | 615,592 |  |  |  | 614,473 |
Loans receivable - related party |  |  | 815,706 |  |  |  | 557,473 |
Prepaid expenses and other current assets |  |  | 1,637,553 |  |  |  | 1,310,388 |
Prepaid expenses and other current assets - related party |  |  | 4,791,603 |  |  |  | 3,578,825 |
TOTAL CURRENT ASSETS |  |  | 30,562,311 |  |  |  | 25,461,347 |
Property and equipment, net |  |  | 10,820,391 |  |  |  | 9,689,505 |
Goodwill and intangible assets, net |  |  | 8,225,361 |  |  |  | 7,756,534 |
Loans receivable - long term portion |  |  | 3,051,171 |  |  |  | 2,876,523 |
Loans receivable - related party - long term |  |  | 3,204,580 |  |  |  | 2,898,280 |
Operating lease right-of-use asset |  |  | 670,302 |  |  |  | 696,166 |
Financing lease right-of-use asset |  |  | 8,067 |  |  |  | 13,607 |
Advances for building's acquisition |  |  | 2,000,020 |  |  |  | 2,000,020 |
Other assets |  |  | 1,233,607 |  |  |  | 1,108,484 |
Other assets - related party |  |  | 2,059,750 |  |  |  | 1,811,425 |
TOTAL ASSETS |  | $ | 61,835,560 |  |  | $ | 54,311,892 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |
CURRENT LIABILITIES: |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 12,982,575 |  |  | $ | 11,157,658 |
Accounts payable and accrued expenses - related party |  |  | 449,388 |  |  |  | 1,269,403 |
Accrued interest |  |  | 345,406 |  |  |  | 221,820 |
Lines of credit |  |  | 8,161,845 |  |  |  | 6,985,052 |
Notes payable |  |  | 3,155,067 |  |  |  | 2,548,480 |
Notes payable - related party |  |  | 12,005 |  |  |  | 10,558 |
Loans payable - related party |  |  | - |  |  |  | 6,194 |
Convertible notes payable |  |  | 1,586,492 |  |  |  | - |
Operating lease liability, current portion |  |  | 215,665 |  |  |  | 196,718 |
Financing lease liability, current portion |  |  | 8,621 |  |  |  | 11,484 |
Other current liabilities |  |  | 4,249,497 |  |  |  | 3,350,173 |
TOTAL CURRENT LIABILITIES |  |  | 31,166,561 |  |  |  | 25,757,540 |
Notes payable - long term portion |  |  | 2,053,857 |  |  |  | 1,560,433 |
Operating lease liability, net of current portion |  |  | 453,442 |  |  |  | 498,398 |
Financing lease liability, net of current portion |  |  | - |  |  |  | 3,399 |
Other liabilities |  |  | 1,930,066 |  |  |  | 1,959,193 |
TOTAL LIABILITIES |  |  | 35,603,926 |  |  |  | 29,778,963 |
Commitments and Contingencies (see Note 14) |  |  | - |  |  |  | - |
STOCKHOLDERS' EQUITY: |  |  |  |  |  |  |  |
Common stock, $0.001 par value; 300,000,000 shares authorized; 29,804,299 and 23,689,135 shares issued and 29,717,802 and 23,602,638 outstanding as of June 30, 2025 and December 31, 2024, respectively |  |  | 29,804 |  |  |  | 23,689 |
Additional paid-in capital |  |  | 144,328,641 |  |  |  | 141,583,625 |
Subscription receivable |  |  | (20 | ) |  |  | (20 | )
Treasury stock, at cost, 86,497 shares as of June 30, 2025 and December 31, 2024 |  |  | (917,159 | ) |  |  | (917,159 | )
Accumulated deficit |  |  | (117,668,440 | ) |  |  | (114,022,275 | )
Accumulated other comprehensive loss |  |  | 458,807 |  |  |  | (2,134,931 | )
TOTAL STOCKHOLDERS' EQUITY |  |  | 26,231,633 |  |  |  | 24,532,929 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |  | $ | 61,835,560 |  |  | $ | 54,311,892 |

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

3
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COSMOS HEALTH INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
REVENUE |  | $ | 14,745,702 |  |  | $ | 13,206,717 |  |  | $ | 28,458,230 |  |  | $ | 27,791,190 |
COST OF GOODS SOLD |  |  | 13,581,888 |  |  |  | 12,439,469 |  |  |  | 25,244,617 |  |  |  | 25,690,316 |
GROSS PROFIT |  |  | 1,163,814 |  |  |  | 767,248 |  |  |  | 3,213,613 |  |  |  | 2,100,874 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  |  | 1,490,485 |  |  |  | 1,390,525 |  |  |  | 2,969,187 |  |  |  | 2,808,663 |
Salaries and wages |  |  | 1,868,443 |  |  |  | 1,454,862 |  |  |  | 2,908,462 |  |  |  | 2,713,041 |
Sales and marketing expenses |  |  | 21,706 |  |  |  | 110,813 |  |  |  | 49,861 |  |  |  | 284,443 |
Research and development costs |  |  | 74,637 |  |  |  | - |  |  |  | 90,266 |  |  |  | - |
Depreciation and amortization expense |  |  | 353,862 |  |  |  | 313,074 |  |  |  | 674,301 |  |  |  | 632,861 |
TOTAL OPERATING EXPENSES |  |  | 3,809,133 |  |  |  | 3,269,274 |  |  |  | 6,692,077 |  |  |  | 6,439,008 |
LOSS FROM OPERATIONS |  |  | (2,645,319 | ) |  |  | (2,502,026 | ) |  |  | (3,478,464 | ) |  |  | (4,338,134 | )
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other income (expense), net |  |  | (42,190 | ) |  |  | (29,305 | ) |  |  | (110,327 | ) |  |  | 162,519 |
Interest expense |  |  | (388,814 | ) |  |  | (342,446 | ) |  |  | (575,921 | ) |  |  | (511,118 | )
Interest income |  |  | 105,787 |  |  |  | 102,030 |  |  |  | 197,113 |  |  |  | 207,795 |
Gain on equity investments, net |  |  | 2,639 |  |  |  | 335 |  |  |  | 5,781 |  |  |  | 2,090 |
Non-cash interest expense |  |  | (163,103 | ) |  |  |  |  |  |  | (163,103 | ) |  |  | - |
Change in fair value of convertible notes |  |  | (139,592 | ) |  |  | - |  |  |  | (139,592 | ) |  |  | - |
Foreign currency transaction, net |  |  | 442,524 |  |  |  | 180,701 |  |  |  | 618,348 |  |  |  | 19,447 |
TOTAL OTHER INCOME (EXPENSE), NET |  |  | (182,749 | ) |  |  | (88,685 | ) |  |  | (167,701 | ) |  |  | (119,267 | )
LOSS BEFORE INCOME TAXES |  |  | (2,828,068 | ) |  |  | (2,590,711 | ) |  |  | (3,646,165 | ) |  |  | (4,457,401 | )
INCOME TAX EXPENSE |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
NET LOSS |  |  | (2,828,068 | ) |  |  | (2,590,711 | ) |  |  | (3,646,165 | ) |  |  | (4,457,401 | )
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS |  |  | (2,828,068 | ) |  |  | (2,590,711 | ) |  |  | (3,646,165 | ) |  |  | (4,457,401 | )
OTHER COMPREHENSIVE INCOME (LOSS) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment, net |  |  | 1,562,470 |  |  |  | (176,591 | ) |  |  | 2,593,738 |  |  |  | (775,867 | )
TOTAL COMPREHENSIVE LOSS |  | $ | (1,265,598 | ) |  | $ | (2,767,302 | ) |  | $ | (1,052,427 | ) |  | $ | (5,233,268 | )
BASIC NET LOSS PER SHARE |  | $ | (0.10 | ) |  | $ | (0.15 | ) |  | $ | (0.13 | ) |  | $ | (0.26 | )
DILUTED NET LOSS PER SHARE |  | $ | (0.10 | ) |  | $ | (0.15 | ) |  | $ | (0.13 | ) |  | $ | (0.26 | )
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 28,753,492 |  |  |  | 17,834,023 |  |  |  | 27,403,053 |  |  |  | 17,025,203 |
Diluted |  |  | 28,753,492 |  |  |  | 17,834,023 |  |  |  | 27,403,053 |  |  |  | 17,025,203 |

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

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

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |
|  | Common Stock |  |  | Additional |  |  |  |  |  | Treasury Stock |  |  |  |  |  | Other |  |  | Total |
|  | No. of Shares |  |  | Value |  |  | Paid-in Capital |  |  | Subscription Receivable |  |  | No. of Shares |  |  | Value |  |  | Accumulated Deficit |  |  | Comprehensive Loss |  |  | Stockholders' 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 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (599,276 | ) |  |  | (599,276 | )
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 |  |  | - |  |  |  | - |  |  |  | 108,297 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 108,297 |
Shares issued pursuant to warrant exchange agreement |  |  | 950,063 |  |  |  | 950 |  |  |  | (950 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 231,897 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 231,897 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,866,690 | ) |  |  | - |  |  |  | (1,866,690 | )
Balance at March 31, 2024 |  |  | 17,834,023 |  |  |  | 17,834 |  |  |  | 129,976,070 |  |  |  | (20 | ) |  |  | 86,497 |  |  |  | (917,159 | ) |  |  | (93,510,923 | ) |  |  | (1,019,120 | ) |  |  | 34,546,682 |
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (176,591 | ) |  |  | (176,591 | )
Shares issued in lieu of cash |  |  | - |  |  |  | - |  |  |  | 108,444 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 108,444 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 231,750 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 231,750 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,590,711 | ) |  |  | - |  |  |  | (2,590,711 | )
Balance at June 30, 2024 |  |  | 17,834,023 |  |  |  | 17,834 |  |  |  | 130,316,264 |  |  |  | (20 | ) |  |  | 86,497 |  |  |  | (917,159 | ) |  |  | (96,101,634 | ) |  |  | (1,195,711 | ) |  |  | 32,119,574 |

|  | Common Stock |  |  | Additional |  |  |  |  |  | Treasury Stock |  |  |  |  |  | Other |  |  | Total |
|  | No. of Shares |  |  | Value |  |  | Paid-in Capital |  |  | Subscription Receivable |  |  | No. of Shares |  |  | Value |  |  | Accumulated Deficit |  |  | Comprehensive Loss |  |  | Stockholders' 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 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,031,268 |  |  |  | 1,031,268 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 556,611 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 556,611 |
Shares issued pursuant to warrant exchange agreement |  |  | 2,542,126 |  |  |  | 2,542 |  |  |  | (2,542 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Debt exchanges |  |  | 1,053,372 |  |  |  | 1,053 |  |  |  | 647,947 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 649,000 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (818,097 | ) |  |  | - |  |  |  | (818,097 | )
Balance at March 31, 2025 |  |  | 27,284,633 |  |  | $ | 27,284 |  |  | $ | 142,785,641 |  |  | $ | (20 | ) |  |  | 86,497 |  |  | $ | (917,159 | ) |  | $ | (114,840,372 | ) |  | $ | (1,103,663 | ) |  | $ | 25,951,711 |
Foreign currency translation adjustment, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,562,470 |  |  |  | 1,562,470 |
Common stock issued to consultant |  |  | 150,000 |  |  |  | 150 |  |  |  | 68,550 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 68,700 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 534,320 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 534,320 |
Common stock issued as commitment shares to convertible noteholder |  |  | 326,084 |  |  |  | 326 |  |  |  | 156,196 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 156,522 |
Debt exchanges |  |  | 2,043,582 |  |  |  | 2,044 |  |  |  | 783,934 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 785,978 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,828,068 | ) |  |  | - |  |  |  | (2,828,068 | )
Balance at June 30, 2025 |  |  | 29,804,299 |  |  | $ | 29,804 |  |  | $ | 144,328,641 |  |  | $ | (20 | ) |  |  | 86,497 |  |  | $ | (917,159 | ) |  | $ | (117,668,440 | ) |  | $ | 458,807 |  |  | $ | 26,231,633 |

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

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COSMOS HEALTH INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |
Net Loss |  | $ | (3,646,165 | ) |  | $ | (4,457,401 | )
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: |  |  |  |  |  |  |  |
Depreciation and amortization expense |  |  | 670,191 |  |  |  | 617,943 |
Amortization of right-of-use assets |  |  | 4,110 |  |  |  | 14,918 |
Bad debt expense |  |  | - |  |  |  | (30,992 | )
Lease expense |  |  | 90,469 |  |  |  | 155,430 |
Interest on finance leases |  |  | 332 |  |  |  | 1,307 |
Stock-based compensation |  |  | 1,159,632 |  |  |  | 680,389 |
Deferred income taxes |  |  | 22,467 |  |  |  | (5,645 | )
Non-cash financing expense |  |  | 163,103 |  |  |  | - |
Change in fair value of convertible notes |  |  | 139,592 |  |  |  | - |
Gain on net change in fair value of equity investments |  |  | (5,781 | ) |  |  | (2,090 | )
Changes in assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (123,992 | ) |  |  | 788,013 |
Accounts receivable - related party |  |  | (44,459 | ) |  |  | (559,563 | )
Inventory |  |  | (157,650 | ) |  |  | 323,436 |
Prepaid expenses and other assets |  |  | (38,885 | ) |  |  | (359,794 | )
Prepaid expenses and other current assets - related party |  |  | (731,301 | ) |  |  | (1,462,468 | )
Accounts payable and accrued expenses |  |  | 427,821 |  |  |  | (711,770 | )
Accounts payable and accrued expenses - related party |  |  | 565,273 |  |  |  | 621,174 |
Accrued interest |  |  | 87,994 |  |  |  | 3,418 |
Lease liabilities |  |  | (90,926 | ) |  |  | (154,610 | )
Other current liabilities |  |  | 388,726 |  |  |  | 614,232 |
Other liabilities |  |  | (276,787 | ) |  |  | (698,916 | )
NET CASH USED IN OPERATING ACTIVITIES |  |  | (1,396,236 | ) |  |  | (4,622,989 | )
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |
Proceeds from loan receivable |  |  | 197,117 |  |  |  | 357,241 |
Purchase of intangible assets |  |  | (97,302 | ) |  |  | - |
Sale of intangible assets |  |  | - |  |  |  | 1,989 |
Purchase of property and equipment |  |  | (35,064 | ) |  |  | (116,826 | )
NET CASH USED IN INVESTING ACTIVITIES |  |  | 64,751 |  |  |  | 242,404 |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Payment of related party note payable |  |  | 1,604,348 |  |  |  | - |
Payment of note payable |  |  | (740,130 | ) |  |  | (549,946 | )
Proceeds from note payable |  |  | 1,291,001 |  |  |  | - |
Payment of related party loan |  |  | (6,549 | ) |  |  | (7,567 | )
Payment of lines of credit |  |  | (13,849,591 | ) |  |  | (12,342,152 | )
Proceeds from lines of credit |  |  | 14,053,410 |  |  |  | 13,034,203 |
Payments of financing fees |  |  | (182,448 | ) |  |  | 629,576 |
Payments of finance lease liability |  |  | (4,814 | ) |  |  | (17,504 | )
NET CASH PROVIDED BY FINANCING ACTIVITIES |  |  | 2,165,227 |  |  |  | 746,610 |
Effect of exchange rate changes on cash |  |  | (493,344 | ) |  |  | 144,289 |
NET CHANGE IN CASH |  |  | 340,398 |  |  |  | (3,489,686 | )
CASH AT BEGINNING OF PERIOD |  |  | 315,105 |  |  |  | 3,833,195 |
CASH AT END OF PERIOD |  | $ | 655,503 |  |  | $ | 343,509 |
Supplemental Disclosure of Cash Flow Information |  |  |  |  |  |  |  |
Cash paid during the year: |  |  |  |  |  |  |  |
Interest |  | $ | 380,227 |  |  | $ | 512,966 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities |  |  |  |  |  |  |  |
Closing of acquisition of Cloudscreen |  | $ | - |  |  | $ | 637,080 |
Common stock issued in exchange for debt |  | $ | 1,434,978 |  |  |  |  |
Common stock issued to employees |  | $ | 626,062 |  |  | $ | - |
Common stock issued to consultants |  | $ | 533,570 |  |  | $ | - |

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

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 1 – BASIS OF PRESENTATION

The terms “COSM,” “we,” the “Company,” the “Group” and “us” as used in this report refer to Cosmos Health Inc. The accompanying unaudited condensed consolidated balance sheet as of June 30, 2025 and unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three months ended June 30, 2025 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of the management of COSM, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“Form 10-K”). The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes on the accompanying balance sheet.

Going Concern

The Company’s unaudited consolidated financial statements have been prepared in accordance 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 six‑month period ended June 30, 2025, the Company generated revenue of $28,458,230, incurred a net loss of $3,646,165, and used $1,396,236 of net cash in operating activities. As of June 30, 2025, the Company had cash and cash equivalents of $655,503, compared to $315,105 as of December 31, 2024, reflecting an increase of $340,398. The Company also had negative working capital of $604,249, an accumulated deficit of $117,668,440, and stockholders’ equity of $26,231,633.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date of this filing. While the Company’s revenues have grown, they remain insufficient to fund operating expenses and meet debt obligations as they become due. Furthermore, the Company remains dependent on external financing sources to sustain operations and fund growth initiatives.

Management has evaluated these factors and its ability to meet obligations due within the next 12 months. Its plans include expanding the portfolio of brand‑name and private‑label products, launching new distribution channels, and increasing sales from recently secured agreements, such as the exclusive distribution of Sky Premium Life products in the United Arab Emirates (“UAE”). Significant purchase orders have already been received under this agreement and are expected to contribute to operating cash inflows in the near term. Moreover, the Company is planning to expand the customer base of its subsidiary, Cosmofarm S.A., which is expected to substantially increase its wholesale revenue stream. In addition, the Company’s manufacturing subsidiary, CANA S.A., which is already demonstrating improved revenue and gross profit, is planning to strengthen its existing contract manufacturing agreements and secure new ones.

From a financing perspective, during the six‑month period ended June 30, 2025, the Company raised capital through the issuance of convertible notes by the Parent Company and by entering into new debt facilities at both the Parent Company and subsidiaries level. Management intends to continue accessing capital markets to raise additional funds through equity offerings. Beginning in August 2025, the Company expects to become eligible to utilize an S‑3 registration statement (12 months after regaining compliance with Nasdaq Listing Rule 5250(c)(1)) to access equity capital more efficiently. In addition, the Company is pursuing amendments to certain debt facilities to defer principal repayments and exploring additional debt financing opportunities to enhance liquidity. Finally, 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 $8 million closing completed on August 6, 2025. The availability of these proceeds, primarily intended for digital asset acquisition and working capital, significantly improves the Company’s liquidity and alleviates substantial doubt regarding our ability to continue as a going concern for at least the next 12 months.

Management is also considering postponing certain payments to suppliers and other creditors if required. Although these actions are intended to address the going concern uncertainty, there can be no assurance that the Company will be successful in executing its plans or obtaining the necessary funding.

As a result, substantial doubt remains regarding the Company’s ability to continue as a going concern for a period of 12 months from the date of this filing. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, including potential effects on the recoverability or classification of assets or the amounts and classification of liabilities.

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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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 2 – ORGANIZATION AND NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 was pursuant to the 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 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 2024 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 5).

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 was recorded within “Other income (expense), net” in the Consolidated Statement of Operations for the year ended December 31, 2024.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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 is owner of a pharmaceutical distribution network in Greece and agreed to sell to the Company their distribution network and customer base. The purchase price of the network was €100,000 ($109,330) of cash, and €300,000 ($316,081) of the Company’s stock. The Company issued 99,710 shares of common stock related to the acquisition of the customer base, based on the fair value of the stock on the acquisition date. The Company accounted for the acquisition as an asset acquisition in accordance with ASC 805 and recorded $425,411 as an intangible asset related to the customer base acquired.

Buildings Acquisitions

On April 24, 2023, the Company purchased a building for a total sum of $1,054,872 in cash. The Company accounted for the acquisition as an asset acquisition in accordance with ASC 805 and recorded the cost of the building as “Property, plant and equipment” on the consolidated balance sheets.

On January 6, 2023, the Company agreed to purchase land and building located in Montreal, Canada from a third-party vendor. The total purchase price amounts to $3,950,000 and the closing date of the agreement based on the amendment signed on July 19, 2023, was December 31, 2023. Pursuant to the last amendment signed on December 31, 2024 the closing date was extended to December 31, 2025. As of June 30, 2025, the Company has made prepayments of $2,000,020 classified as “Advances for building’s acquisition” on the Company’s unaudited condensed consolidated balance sheets.

Cana

On June 30, 2023, the Company acquired Cana Laboratories Holding (Cyprus) Limited (“Cana”), which wholly owned an operating subsidiary, Pharmaceutical Laboratories Cana S.A. (“Cana SA”) for €800,000 ($873,600) in cash and 46,377 shares of common stock, with fair value of $138,667 as of the date of acquisition. Moreover, on February 28, 2023, the Company had signed a Secured Promissory Note with Cana, whereby Cana borrowed the sum of €4,100,000 ($4,457,520), included in the total consideration of $5,469,787. The Company accounted for the acquisition as a business acquisition in accordance with ASC 805. The fair value of Cana assets acquired, and liabilities assumed was based upon management’s estimates assisted by an independent third-party valuation firm. The fixed assets of Cana (which included land, building & machinery) were valued as of December 31, 2022 and the Company believes that nothing has materially changed between such date and the acquisition date (June 30, 2023). The following table summarizes the preliminary allocation of purchase price of the acquisition:

Consideration |  |  |
Cash |  | $ | 5,331,120 |
Fair value of common stock issued |  |  | 138,667 |
Fair value of total consideration transferred |  | $ | 5,469,787 |
Recognized amounts of identifiable assets acquired |  |  |  |
Financial assets |  | $ | 1,796,911 |
Inventory |  |  | 297,340 |
Property, plant and equipment |  |  | 7,488,818 |
Identifiable intangible assets |  |  | 562,200 |
Financial liabilities |  |  | (3,235,233 | )
Total identifiable net assets |  | $ | 6,910,036 |
Bargain purchase gain |  | $ | 1,440,249 |

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

During the prior year period, Cana had minimal operations as it was in financial difficulties and seeking for an investor.

Basis of Financial Statement Presentation

The accompanying unaudited condensed 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 Holdings (Cyprus) Limited and ZipDoctor Inc. The Group’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US 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.

Transactions in and Translations of Foreign Currency

The functional currency for the Greek subsidiaries of the Company (CANA Laboratories, Cosmofarm S.A. and SkyPharm SA) is Euro (€) and for the UK subsidiary (Decahedron Ltd) is GBP (£). ZipDoctor Inc. is a U.S. based entity. As a result, the financial statements of the subsidiaries (except for ZipDoctor Inc.) have been translated from the local currency into U.S. dollars using (i) year-end exchange rates for balance sheet accounts, and (ii) average exchange rates for the reporting period for all income statements accounts. Foreign currency translations gains and losses are reported as a separate component of the condensed consolidated statements of changes in stockholders’ equity.

Use of Estimates

The preparation of the unaudited condensed 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.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Credit Losses

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company adopted the standard on January 1, 2023, and the standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. The Company is exposed to credit losses primarily through sales to its customers and the loans that it has provided. The Company assesses each customer’s/ borrower’s ability to pay, and a credit loss estimate by conducting a credit review which includes consideration of established credit rating, or an internal assessment of the customer’s creditworthiness based on an analysis of their payment history when a credit rating is not available. The Company monitors credit exposure through active review of customer balances. In accordance with ASC 326 and the Current Expected Credit Loss (CECL) framework, the Company has elected to apply the practical expedient available for its trade receivables, which are short-term in nature and do not contain a significant financing component. The Company applies a loss-rate method for calculating expected credit losses (“ECL”) on accounts receivable, based on a combination of historical experience, industry data, and adjustments for current conditions and reasonable and supportable forecasts. Receivables are grouped into four aging buckets, with loss rates applied as follows: 1% for receivables aged 0–30 days, 2% for receivables aged 31–60 days, 3% for receivables aged 61–90 days, and 5% for receivables aged over 90 days. These loss rates are based on management’s expectations, which are further supported by external benchmarks, due to the Company’s limited history of actual write-offs. The resulting provision for expected credit losses is recognized in net income and is included in “General and administrative expenses”. Receivables that are deemed uncollectible are written off against the allowance when it is determined that they are no longer recoverable.

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.

The Company maintains bank accounts in the United States denominated in U.S. Dollars, in Greece denominated in Euros, U.S. Dollars and Great Britain Pounds (British Pounds Sterling), and in Bulgaria denominated in Euros. The Company also maintains bank accounts in the United Kingdom, denominated in Euros and Great Britain Pounds (British Pounds Sterling).

Accounts Receivable, net

Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable, prepaid expenses and other current assets and other assets 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 June 30, 2025 and December 31, 2024, the Company’s allowance for doubtful accounts was $25,830,462 and $22,799,219, respectively. Below is the summary of changes in the allowance for doubtful accounts:

|  | June 30, 2025 |
Balance as of January 1, 2025 |  | $ | 22,799,219 |
Provisions for credit losses |  |  | - |
Write-offs |  |  | - |
Foreign exchange adjustments |  |  | 3,031,243 |
Other adjustments |  |  | - |
Balance as of June 30, 2025 |  | $ | 25,830,462 |

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 and Cosmofarm, do not charge VAT for sales to wholesale drug distributors registered in other European Union member states. As of June 30, 2025 and December 31, 2024, the Company had a VAT net receivable balance of $574,985 and $534,263 respectively, recorded in the condensed consolidated balance sheet as prepaid expenses and other current assets and accounts payable and accrued expenses, respectively.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Inventory

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, i.e., packaged pharmaceutical products and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand 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 and software |  |  | 3-5 years |

Depreciation expense was $97,539 and $103,558 for the three months ended June 30, 2025 and 2024, respectively and $212,553 and $216,432 for the six months ended June 30, 2025 and 2024, respectively.

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. They are capitalized if their cost exceeds a certain threshold. The threshold is determined based on materiality considerations. Costs below the threshold are typically expensed as incurred. 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.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Intangibles, net

Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 5 years for an import/export license and a useful life of 10 years for the pharmaceutical and nutraceutical products licenses included in Note 4 as “Licenses”. A useful life of 10 years is also used for the platforms included in Note 5 as “Software” and the customer bases. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. As of June 30, 2025 and December 31, 2024, no revision to the remaining amortization period of the intangible assets was made.

Amortization expense was $249,811 and $193,518 for the three months ended June 30, 2025 and 2024, respectively, and $458,644 and $383,373 for the six months ended June 30, 2025 and 2024, respectively.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Long-lived Assets, property and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of 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 by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. For the three and six months ended June 30, 2025, and 2024, the Company has recorded no impairment charge.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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 on 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 on 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 June 30, 2025, investments consisted of 16,666 shares which traded at a closing price of $1.08 per share or value of $18,049 of National Bank of Greece. Additionally, the Company has $7,665 in equity securities of Pancreta Bank, which are revalued annually.

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.

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.

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 options for any of its qualifying financial instruments.

Our financials also included the following financial instruments as of June 30, 2025 and December 31, 2024: cash, accounts receivable, inventory, prepaid expenses, loans receivable, accounts payable, notes payable and lines of credit. Except for the loans receivable which carry fixed interest rates, the carrying value of the remaining instruments, approximates fair value due to their short-term nature.

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Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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.

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 June 30, 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 June 30, 2025 and 2024 there were no products or batches of products for which the production or packaging phase was in progress.

Medihelm SA

Effective January 1, 2023, and pursuant to the distribution agreement with Medihelm SA (“Medihelm”), the exclusive distributor of the Company’s proprietary line of nutraceutical products, the Company determined that the transaction price for sales to Medihelm was variable in nature. In accordance with ASC 606, Revenue from Contracts with Customers, and specifically ASC 606-10-32-5, the Company applied the “expected value” method to estimate the transaction price, subject to the constraint on variable consideration.

This approach was necessitated by the existence of significant overdue receivables from Medihelm, which raised substantial doubt regarding full collectability of the contractual amounts. The Company reassessed the estimate of the transaction price at each reporting date, considering changes in facts and circumstances.

There was no impact on revenue recognition for the three and six-month periods ended June 30, 2025 and 2024 and no further adjustments to variable consideration were necessary.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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.”

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 June 30, 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 year ended December 31, 2024.

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.

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Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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 work experience and remuneration as of the day of termination or retirement. If an employee remains with the company until full-benefit retirement, the employee is entitled to a lump-sum equal to 40% of the compensation to be received if the employee were to be dismissed on the same day. The Company periodically reviews the uncertainties and judgments related to the application of the relevant labor law regulations to determine retirement and termination benefits obligations of its Greek subsidiaries. The Company has evaluated the impact of these regulations and has identified a potential retirement and termination benefits liability. The amount of the liability as of June 30, 2025 and December 31, 2024, was $434,821 and $377,264, respectively, and has been recorded as a long-term liability within the consolidated balance sheets (“Other liabilities”). The Company engaged an actuarial expert for the first time, during the period ended December 31, 2023. Management did not engage an actuarial expert since then, since there were no circumstances indicating that there would be a significant change to the liability recorded and thus the movement compared to 2023, solely relates to the foreign exchange effect.

Basic and Diluted Net Loss per Common Share

Basic income per share is calculated by dividing the 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 and warrants to purchase common stock, using the treasury stock method. In accordance with ASC 260, Earnings Per Share, the following tables reconcile basic shares outstanding to fully diluted shares outstanding for the three- and six-month periods ended June 30, 2025 and 2024.

|  | Three months ended, |
|  | June 30, 2025 |  |  | June 30, 2024 |
Weighted average number of common shares outstanding Basic |  |  | 28,753,492 |  |  |  | 17,834,023 |
Potentially dilutive common stock equivalents |  |  |  |  |  |  |  |
Weighted average number of common and equivalent shares outstanding – Diluted |  |  | 28,753,492 |  |  |  | 17,834,023 |

|  | Six months ended, |
|  | June 30, 2025 |  |  | June 30, 2024 |
Weighted average number of common shares outstanding Basic |  |  | 27,403,053 |  |  |  | 17,025,203 |
Potentially dilutive common stock equivalents |  |  | - |  |  |  | - |
Weighted average number of common and equivalent shares outstanding – Diluted |  |  | 27,403,053 |  |  |  | 17,025,203 |

The following table summarizes potential common shares that were excluded as their effect is anti-dilutive:

|  | June 30, 2025 |  |  | June 30, 2024 |
Warrants |  |  | 12,926,506 |  |  |  | 8,558,380 |
Shares issuable upon conversion of convertible debt |  |  | 4,943,260 |  |  |  | - |
Total |  |  | 17,860,766 |  |  |  | 8,558,380 |

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

ASU 2025‑01 – Income Statement: Clarifying Effective Date of Expense Disaggregation (Subtopic 220‑40)

Issued January 7, 2025

This update clarifies that ASU 2024‑03’s requirement to disclose disaggregated expense categories applies for annual reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Public business entities may early adopt. Entities with non‑calendar year ends should note that interim adoption in early periods is not required under this clarification.

ASU 2025‑02 – Liabilities (Topic 405): Amendments Pursuant to SAB No. 122

Issued March 2025

This update rescinds SEC Staff Accounting Bulletin No. 121—specifically the SAB 121 liability recognition requirement for safeguarding crypto‑assets held for platform users—through amendments to ASC 405 SEC paragraphs. Full retrospective application is mandated for annual periods beginning after December 15, 2024, with earlier adoption permitted, including in interim periods.

ASU 2025‑03 – Business Combinations: Identifying the Accounting Acquirer in a VIE Transaction (Topics 805 and 810)

Issued May 12, 2025

This update amends ASC 805 and ASC 810 to require entities to consider the ASC 805‑10‑55‑12 through 55‑15 factors when identifying the accounting acquirer in business combinations effected primarily via equity exchange—even when the acquiree qualifies as a variable interest entity (VIE). The amendment enhances comparability with voting interest entity combinations and may result in reverse-acquisition accounting in more cases. It is effective for fiscal years beginning after December 15, 2026, including interims, and must be applied prospectively to combinations after adoption. Early adoption is permitted.

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Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 3 – EQUITY METHOD INVESTMENTS

CosmoFarmacy 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 June 30, 2025 and December 31, 2024, was $0.

NOTE 4 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following at June 30, 2025 and December 31, 2024:

|  | June 30, 2025 |  |  | December 31, 2024 |
Land |  | $ | 3,778,294 |  |  |  | 3,322,780 |
Buildings and improvements |  |  | 5,137,125 |  |  |  | 4,526,432 |
Leasehold improvements |  |  | 3,872 |  |  |  | 3,405 |
Vehicles |  |  | 304,537 |  |  |  | 265,261 |
Furniture, fixtures and equipment |  |  | 3,256,917 |  |  |  | 2,846,657 |
|  |  | 12,480,745 |  |  |  | 10,964,535 |
Less: Accumulated depreciation and amortization |  |  | (1,660,354 | ) |  |  | (1,275,030 | )
Total |  | $ | 10,820,391 |  |  |  | 9,689,505 |

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 5 – INTANGIBLE ASSETS

Goodwill and intangible, net assets consist of the following at June 30, 2025 and December 31, 2024:

|  | June 30, 2025 |  |  | December 31, 2024 |
License |  | $ | 8,199,065 |  |  |  | 7,257,938 |
Trade name / mark |  |  | 355,200 |  |  |  | 390,188 |
Customer base |  |  | 626,397 |  |  |  | 626,397 |
Software |  |  | 1,194,502 |  |  |  | 1,113,840 |
|  |  | 10,375,164 |  |  |  | 9,388,363 |
Less: Accumulated amortization & impairment |  |  |  |  |  |  |  |
License |  |  | (1,725,540 | ) |  |  | (1,117,341 | )
Trade name / mark |  |  | (36,997 | ) |  |  | (36,997 | )
Customer base |  |  | (151,291 | ) |  |  | (174,279 | )
Software |  |  | (285,672 | ) |  |  | (352,909 | )
Subtotal |  |  | 8,175,664 |  |  |  | 7,706,837 |
Goodwill |  |  | 49,697 |  |  |  | 49,697 |
Total |  | $ | 8,225,361 |  |  |  | 7,756,534 |

At June 30, 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 |  | $ | 958,844 |
2027 |  |  | 955,259 |
2028 |  |  | 957,512 |
2029 |  |  | 956,027 |
2030 |  |  | 947,426 |
Thereafter |  |  | 3,045,396 |
Total |  | $ | 7,820,464 |

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. During the three and six months ended June 30, 2025, the Company accrued interest income of €46,198 ($50,554) and €89,377 ($97,804) in connection with the note receivable governed by this agreement. During the six-month period ended June 30, 2025 the Company received €333,241 ($392,225) in principal payments in connection with this Note. No interest payments were received during the period. The Note is considered fully recoverable as of June 30, 2025.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 7 – INCOME TAXES

The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company had no U.S. taxable income for the three months ended June 30, 2025, and 2024.

The Company’s Greek subsidiaries are governed by the income tax laws of Greece. The corporate tax rate in Greece is 22% on income reported in the statutory financial statements after appropriate tax adjustments.

The Company’s United Kingdom subsidiaries are governed by the income tax laws of the United Kingdom. The corporate tax rate in the United Kingdom is 25% on income reported in the statutory financial statements after appropriate tax adjustments.

As of June 30, 2025, and 2024, the Company’s effective tax rate differs from the U.S. federal statutory tax rate primarily due to a valuation allowance recorded against net deferred tax assets in in the United States and the United Kingdom.

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. As of June 30, 2025, and December 31, 2024, the Company has maintained a valuation allowance against all net deferred tax assets in the United States, Greece, and the UK.

For the three and six months ended June 30, 2025, and 2024, the Company has not recorded any tax benefits/expenses in any jurisdiction where it is subject to income tax.

NOTE 8 – CAPITAL STRUCTURE

Preferred Stock

The Company is authorized to issue 100 million shares of 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 June 30, 2025 and December 31, 2024, no preferred shares were issued and outstanding.

Treasury stock

As of June 30, 2025 and December 31, 2024, the Company held 86,497 and 86,497, respectively, shares of our common stock at a cost of $917,159 and $917,159, respectively. Shares of our common stock that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding used in calculating earnings per share. Cosmos may repurchase shares from time to time through open market purchases in accordance with applicable securities laws and other restrictions. The Company repurchased no shares of our common stock during the three and six months ended June 30, 2025.

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Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

On January 24, 2023 the Company announced that its Board of Directors has approved a share repurchase program with authorization to purchase up to $3 million of its common stock. Cosmos may repurchase shares from time to time through open market purchases in accordance with applicable securities laws and other restrictions.

Common Stock

The Company is authorized to issue 300 million shares of common stock. As of June 30, 2025 and December 31, 2024, the Company had 29,804,299 and 23,689,135 shares of our common stock issued, respectively, and 29,717,802 and 23,602,638 shares outstanding, respectively.

Issuance of Common Stock

Between January 13, 2025, and May 23, 2025, the Company issued an aggregate of 3,096,954 shares of common stock to Mr. Grigorios Siokas, the Company’s Chief Executive Officer, in settlement of outstanding obligations totaling $1,434,978. The liabilities settled pertaining to unpaid salaries and performance-related bonuses previously accrued by the Company and owed to Mr. Siokas. The shares were issued at the respective fair market value of the Company’s common stock on the dates of issuance. The transaction was accounted for as a non-cash settlement of related party debt.

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 $156,522. This amount was recognized as other finance costs, included in “Interest expense” in the condensed consolidated statement of operations for the three and six months ended June 30, 2025.

On June 3, 2025 (the “Effective Date”), the Company issued 150,000 shares of its common stock to a consultant in exchange for 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 condensed 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 (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 2,542,126 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.

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 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.

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Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Prepaid expenses and other current assets – related party

As of June 30, 2025 and December 31, 2024, the Company had a prepaid balance of $4,273,089 and $3,284,052, respectively, to Doc Pharma. For the period ended June 30, 2025, the prepayment of approximately $3.6 million relates to purchases of inventory pursuant to the CMO agreement signed between the Company and Doc Pharma SA on October 10, 2020, $310k concern the purchase of pharmaceutical and nutraceutical licenses according to the May 17, 2021 R&D agreement and the remaining $412k relate to the current portion of the Royalty Agreement signed on December 31, 2024 between the and DocPharma SA (refer to “Research and Development” section of the MD&A). The non-current portion of the Royalty Agreement of $2,059,750 is included in “Other Assets – Related Party” in the Company’s Consolidated Balance Sheets as of June 30, 2025.

Accounts payable and accrued expenses - related party

As of June 30, 2025 and December 31, 2024, the Company had an accounts payable balance to Doc Pharma of $498,988 and $249,768, respectively. The June 30, 2025 balance mostly concerns a trade payables balances that our subsidiaries, Cosmofarm SA and Skypharm SA, owe to Doc Pharma SA.

Accounts receivable - related party

Additionally, the Company had a receivable balance of $2,606,798 and $2,295,706 from Doc Pharma S.A. as of June 30, 2025 and December 31, 2024, respectively, which concerns trading receivables balances with the Company’s Greek and UK subsidiaries. As of June 30, 2025, a cumulative allowance for doubtful accounts of approximately $1.6 million has been recognized, effectively offsetting this balance.

Sales and Purchases

During the six months ended June 30, 2025 and 2024, the Company purchased products from Doc Pharma S.A in the amounts of $658,019 and $425,656, respectively. For the three months ended June 30, 2025 and 2024, purchases from Doc Pharma totaled $300,208 and $189,048, respectively.

During the six months ended June 30, 2025 and 2024, the Company sold products to Doc Pharma S.A. totaling $263,757 and $520,721, respectively. For the three months ended June 30, 2025 and 2024, sales to Doc Pharma amounted to $130,362 and $384,321, respectively.

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, it is 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.

For the three months ended June 30, 2025 and 2024, the Company has purchased €208,568 ($228,534) and €61,597 ($66,295) respectively, in inventory related to this agreement.

For the six months ended June 30, 2025 and 2024, the Company has purchased €404,866 ($443,039) and €126,758 ($137,027) 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 whereby Doc Pharma will be responsible for the research, development, design, registration, copy rights and licenses of 250 nutritional supplements for the final products called Sky Premium Life®. These products will be sold in Greece and abroad. The total cost of this project will be €1,425,000 plus VAT and will be done over three phases as follows: Design & Development (€725,000); Control and Product Manufacturing (€250,000) and Clinical Study and Research (€450,000). SkyPharm has bought a total of as of 81 licenses at value of €554,500 ($593,204) which is 38.91% of the total cost, as of December 31, 2022. During the year ended December 31, 2023, 24 additional licenses were purchased at value of €475,014 ($525,461) and during the year ended December 31, 2024, 60 additional Sky Premium Life licenses were purchased for €710,000 ($734,921). During the six months ended June 30, 2025, no additional licenses were purchased. The agreement will terminate on December 31, 2025.

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Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Purchase of branded pharmaceuticals

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. No additional impairment charge was recorded within the three and six-month periods ended June 30, 2025.

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

The balance of prepaid expenses due Doc Pharma as of December 31, 2022, had increased to €7,103,706 ($7,599,545), which was mainly attributable to the prepayments SkyPharm S.A. made in accordance with the CMO agreement and the extensive orders and sales of the SPL products the Company expected to achieve within 2023, mainly through its Amazon channels in the UK, Singapore, Canada and other countries. However, as the benefit from a significant portion of the prepaid balance would not have been realized within a 12-month period, the Company opted to secure a portion of the outstanding prepaid balance through a loan agreement. SkyPharm S.A. (the “Lender”) entered into a loan agreement with Doc Pharma (the “Borrower”) for €4,000,000 ($4,279,200), all of which was financed through the outstanding prepaid balance. The duration of the loan is for a 10-year period up to December 31, 2032 (the “Maturity Date”). The loan bears a fixed interest rate of 5.5% payable on a monthly basis and will be repayable in 120 equal instalments of €33,333.33 ($37,150). The loan may be prepaid anytime during its duration in full or partially based on the Company’s product requirements and other factors, without Doc Pharma incurring any prepayment penalty.

As of June 30, 2025 and December 31, 2024, the loan had a current portion of €693,038 ($815,706) and €500,000 ($517,550), and a non-current portion of €2,722,668 ($3,204,580), and €2,800,000 ($2,898,280), respectively, which is classified as “Loans receivable – related party” on the accompanying consolidated balance sheets. During the six-month period ended June 30, 2025, the Company received no principal repayments or interest repayments. Additionally, during the three months ended June 30, 2025 and 2024, the Company recorded €45,375 ($49,653) and €47,667 ($51,528) as interest income relating to this loan. During the six months ended June 30, 2025 and 2024, the Company recorded €90,750 ($99,307) and €96,708 ($103,584) as interest income relating to this loan.

Cana Laboratories Holding Limited

Cana was considered a related party as the Company had signed a binding letter of intent and an SPA for the acquisition of Cana. The acquisition was completed on June 30, 2023 according to the SPA signed on May 31, 2023. Thus, all balances between the Company and Cana were eliminated upon consolidation as of December 31, 2023. The Secured Promissory Note discussed below was included in consideration transferred upon acquisition.

Loans receivable - Related Party - Long Term

On February 28, 2023 (Issue Date), the Company signed a Secured Promissory Note with Cana Laboratories Holdings (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 1 month LIBOR per annum (5.47% as of December 31, 2023). The maturity date (“Maturity Date”) of this Note shall be five (5) years from the Issue Date. The Principal Amount, as well as all accrued interest shall be due and payable on the Maturity Date. Following the completion of Cana’s acquisition on June 30, 2023 the balance of the Note was eliminated on a consolidated level. Following the cessation of the London Interbank Offered Rate (“LIBOR”), the Company and the subsidiary mutually agreed to replace LIBOR with EURIBOR as the benchmark interest rate for the intercompany loan. The change was implemented in accordance with the loan agreement’s provisions and did not result in a modification to other key terms of the arrangement.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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 purchases back shares that Panagiotis Kozaris owns and records them as treasury shares. The Company pays Panagiotis Kozaris in advance for the shares owned and obtains the shares upon execution of a cumulative stock-purchase agreement (“SPA”). During the years ended December 31, 2023 and 2022, the Company paid Panagiotis Kozaris an additional sum of $51,159 and $143,056 respectively for shares owned, however, no SPA for these funds has been executed as of December 31, 2024. The Company intends to execute a cumulative SPA for these amounts within 2025. The total balances owed of $194,215 and $194,215 are included in “Prepaid expenses and other current assets - related party”, on the accompanying consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively.

Basotho Investment Limited

Basotho Investment Limited is considered a related party since Panagiotis Kozaris (former general operational manager and current employee of Cosmofarm SA) 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 three and six-month periods ended June 30, 2025 and 2024 was $0 and $30,900 and $0 and $61,800, respectively, which was recorded as general and administrative expense.

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 three and six months ended June 30, 2025 and 2024 the Company’s net sales to Pharmacy & More amounted to $100,870 and $86,678 and $217,565 and $196,607 respectively. As of June 30, 2025 and December 31, 2024 the Company’s outstanding receivable balance due from the pharmacy amounted to $1,347,235 and $1,183,429, respectively, and are included in “Accounts receivable - related party”, on the accompanying consolidated balance sheets. As of June 30, 2025 and December 31, 2024, a cumulative allowance for doubtful accounts of approximately $909,881 and $735,000, respectively, has been recognized, effectively offsetting this balance.

The Company plans to acquire Pharmacy & More within fiscal year 2025. 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, the Company has the following material related-party balances as of June 30, 2025: a) a prepaid balance of $296,947 relating to prepaid salaries to Grigorios Siokas, the CEO of the Company, classified as “Accounts payable and accrued expenses - related party” in the Company’s consolidated balance sheets, b) a balance of $228,000 relating to unpaid salaries and bonuses due to George Terzis, the CFO of the Company, classified as “Accounts payable and accrued expenses - related party” in the Company’s consolidated balance sheets c) a balance of $16,588 relating to unpaid salaries and bonuses due to Nikolaos Bardakis, the COO of the Company, classified as “Accounts payable and accrued expenses - related party” in the Company’s consolidated balance sheets.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Notes Payable – Related Party

A summary of the Company’s related party notes payable as of June 30, 2025 and December 31, 2024 is presented below:

|  | June 30, 2025 |  |  | December 31, 2024 |
Beginning Balance |  | $ | 10,558 |  |  | $ | 11,283 |
Payments |  |  | - |  |  |  | - |
Foreign currency translation |  |  | 1,447 |  |  |  | (725 | )
Ending Balance |  | $ | 12,005 |  |  | $ | 10,558 |

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 June 30, 2025 and December 31, 2024, the Company had a principal balance of €10,200 ($12,040) and €10,200 ($10,558), respectively.

The above balances are adjusted for the foreign currency rate as of the balance sheet date. For the six months ended June 30, 2025, the Company recorded a foreign currency translation loss of $1,447.

Loans Payable – Related Party

A summary of the Company’s related party loans payable as of June 30, 2025 and December 31, 2024 is presented below:

|  | June 30, 2025 |  |  | December 31, 2024 |
Beginning balance |  | $ | 6,194 |  |  | $ | 13,257 |
Proceeds |  |  | - |  |  |  | - |
Payments |  |  | (285,721 | ) |  |  | (6,210 | )
Set-offs |  |  | 278,677 |  |  |  | - |
Foreign currency translation |  |  | 850 |  |  |  | (853 | )
Ending balance |  | $ | - |  |  | $ | 6,194 |

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Grigorios Siokas

From time to time, Grigorios Siokas loans the Company funds in the form of non-interest bearing, no-term loans. As of June 30, 2025 and December 31, 2024 the Company had an outstanding principal balance under these loans of $0 and $6,194, respectively.

The above balances are adjusted for the foreign currency rate as of the balance sheet date. For the six months ended June 30, 2025, the Company recorded a loss of $850.

Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

NOTE 10 – LINES OF CREDIT

A summary of the Company’s lines of credit as of June 30, 2025 and December 31, 2024 is presented below:

|  | June 30, 2025 |  |  | December 31, 2024 |
National |  | $ | 4,385,626 |  |  | $ | 4,012,642 |
Alpha |  |  | 991,364 |  |  |  | 960,867 |
Pancreta |  |  | 1,423,967 |  |  |  | 1,583,291 |
Attica Bank |  |  | 876,279 |  |  |  | - |
EFG |  |  | 484,609 |  |  |  | 428,252 |
Ending balance |  | $ | 8,161,845 |  |  | $ | 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 $5,885,000 and $5,175,000 as of June 30, 2025 and December 31, 2024, respectively. The outstanding balance of the facility was $3,496,057 and $3,165,058, as of June 30, 2025 and December 31, 2024, respectively.

The cumulative maximum borrowing allowed for the COSME 1 Facility and COSME 2 Facility (collectively, the "Facilities") was $1,177,000 and $1,035,100 as of June 30, 2025 and December 31, 2024, respectively. The outstanding balance of the Facilities was $889,564 and $895,987 as of June 30, 2025 and December 31, 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%. The maximum borrowing allowed was $1,079,600 and $1,177,000 as of June 30, 2025 and December 31, 2024, respectively. The outstanding balance of the Alpha LOC was $991,364 and $960,868, as of June 30, 2025 and December 31, 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 4.10%. The maximum borrowing allowed as of June 30, 2025 and December 31, 2024 was $1,765,500 and $1,552,650, respectively. The outstanding balance of the Pancreta LOC as of June 30, 2025 and December 31, 2024, was $1,423,967 and $1,583,291, respectively.

The Company maintains a line of credit with EGF ("EGF LOC"), which is renewed annually and has a current interest rate of 4.49% plus 3-month Euribor. The maximum borrowing allowed as of June 30, 2025 and December 31, 2024, was $470,800 and $414,040, respectively. The outstanding balance of the EGF LOC as of June 30, 2025 and December 31, 2024 was $484,608 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 ($1,619,400) is available to the Company on a revolving basis, subject to the provision of qualifying checks receivable as collateral. 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 maximum borrowing allowed as of June 30, 2025 was $1,765,500 and the outstanding balance of the Attica Bank LOC as of June 30, 2025 was $876,279.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Under the aforementioned line of credit agreements, the Company is required to maintain certain financial ratios and covenants. As of June 30, 2025, and December 31, 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.

Interest expense on the Company’s outstanding lines of credit balances for the three and six months ended June 30, 2025 and 2024, was $150,336 and $185,378, and $231,301 and $229,946, respectively.

NOTE 11 – CONVERTIBLE DEBT

A summary of the Company’s convertible debt during the 6-month period ended June 30, 2025 and the year ended December 31, 2024 is presented below:

|  | June 30, 2025 |  |  | December 31, 2024 |
Beginning balance convertible notes |  | $ | - |  |  |  | - |
New notes |  |  | 1,604,348 |  |  |  | - |
Payments |  |  | - |  |  |  | - |
Conversion to common stock |  |  | - |  |  |  | - |
Subtotal notes |  |  | 1,604,348 |  |  |  | - |
Fair value adjustment |  |  | (17,856 | ) |  |  | - |
Convertible note payable, net of fair value adjustment |  | $ | 1,586,492 |  |  |  | - |

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.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

May 2025 Convertible Promissory Note

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 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.

Due to certain embedded features within the May 2025 Notes, the Company elected to account for the May 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, $13,100 of direct costs and fees related to the issuance of the May 2025 Notes were expensed immediately.

The fair value of the May 2025 notes was estimated using a Monte Carlo simulation model. Key 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 model incorporated a one-year forecast horizon with 52 weekly steps and 50,000 simulation trials. Event assumptions included an 80% probability of prepayment (assumed August 18, 2025), 15% probability of payment at maturity (May 23, 2026), and 5% probability of default, with valuation as of June 30, 2025.

For the three and six months ended June 30, 2025 the Company recorded a loss of $8,728 and $8,728, respectively, related to the change in fair value of the May 2025 Notes which was recognized in other income (expense) in the unaudited condensed consolidated statements of operations and comprehensive loss.

Interest expense on the May 2025 Notes totaled $3,250 for the three and six months ended June 30, 2025.

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 six 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.

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, $300,870 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 an 80% probability of prepayment (assumed August 18, 2025), 10% probability of a qualified financing event (assumed December 8, 2025), 5% probability of payment at maturity (June 29, 2026), and 5% probability of default (assumed June 9, 2026), with a valuation date of June 30, 2025.

For the three and six months ended June 30, 2025 the Company recorded a gain of $26,584 and $26,584, respectively, related to the change in fair value of the June 2025 Note which was recognized in other income (expense) in the consolidated statements of operations.

Interest expense on the June 2025 Note totaled $13,696 for the three and six months ended June 30, 2025.

The following table presents the change in the balances of the May 2025 Notes and the June 2025 Note for the periods identified:

Balance, January 1, 2025 |  | $ | - |
May 2025 Notes issued |  |  | 300,000 |
June 2025 Note issued |  |  | 1,304,348 |
Change in fair value of the May 2025 Notes |  |  | (26,584 | )
Change in fair value of the June 2025 Note |  |  | 8,728 |
Balance, June 30, 2025 |  | $ | 1,586,492 |

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 12 – NOTES PAYABLE

A summary of the Company’s third-party debt as of and for period ended June 30, 2025, and the year ended December 31, 2024 is presented below:

June 30, 2025 |  | Trade Facility |  |  | Third Party |  |  | COVID Loans |  |  | Total |
Beginning balance, December 31, 2024 |  | $ | 1,397,385 |  |  |  | 2,557,023 |  |  |  | 154,505 |  |  |  | 4,108,913 |
Proceeds |  |  | - |  |  |  | 1,348,900 |  |  |  | - |  |  |  | 1,348,900 |
Payments |  |  | (235,400 | ) |  |  | (551,218 | ) |  |  | (5,517 | ) |  |  | (792,135 | )
Recapitalization of debt |  |  | - |  |  |  | (18,419 | ) |  |  | - |  |  |  | (18,419 |
Foreign currency translation |  |  | 191,565 |  |  |  | 350,644 |  |  |  | 19,456 |  |  |  | 561,665 |
Ending balance, June 30, 2025 |  |  | 1,353,550 |  |  |  | 3,686,930 |  |  |  | 168,444 |  |  |  | 5,208,924 |
Notes payable - long-term |  |  | - |  |  |  | (1,922,344 | ) |  |  | (131,513 | ) |  |  | (2,053,857 | )
Notes payable - short-term |  | $ | 1,353,550 |  |  |  | 1,764,586 |  |  |  | 36,931 |  |  |  | 3,155,067 |

December 31, 2024 |  | Trade Facility |  |  | Third Party |  |  | COVID Loans |  |  | Total |
Beginning balance, December 31, 2023 |  | $ | 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 June 30, 2025 is repayable as follows:

|  | June 30, 2025 |
2026 |  | $ | 3,136,647 |
2027 |  |  | 856,768 |
2028 |  |  | 632,699 |
2029 |  |  | 352,732 |
2030 and thereafter |  |  | 211,659 |
Total debt |  |  | 5,190,505 |
Less: notes payable - current portion |  |  | (3,155,067 | )
Recapitalization of debt |  |  | 18,419 |
Notes payable - long term portion |  | $ | 2,053,857 |

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Trade Facility Agreements

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

During the six-month period ended June 30, 2025, the Company made principal repayments totaling €200,000 (approximately $235,400). As of June 30, 2025, the Company had an outstanding principal balance of €1,150,000 ($1,353,550), which is fully classified as “Notes Payable” in the Company’s consolidated balance sheets.

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 outstanding balance was €29,412 ($34,618) and €88,235 ($91,232) as of June 30, 2025 and December 31, 2024, respectively, of which $34,618 and $91,232 was classified as “Notes payable” respectively, on the accompanying consolidated balance sheets. During the six-month period ended June 30, 2025, the Company repaid €58,824 ($69,235) 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). During the six-month period ended June 30, 2025 the Company repaid €55,556 ($65,389) of the principal and as of June 30, 2025 the Company has accrued interest of €5,375($6,326) related to this note and a principal balance of €55,556 ($65,389), all of which is classified as “Notes payable” on the accompanying consolidated balance sheets.

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). During the isx-month period ended June 30, 2025, the Company repaid €57,279 ($67,417) of the principal. As of June 30, 2025 the Company had accrued interest of €16,727 ($19,688), principal of €149,064 ($175,448), of which $37,786 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets.

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”. During the six-month period ended June 30, 2025 the Company repaid €40,000 ($47,080) of the principal. As of June 30, 2025 and December 31, 2024 the Company has accrued interest of €2,316 ($2,726) and €8,352 ($8,645), respectively, and an outstanding balance of €140,000 ($164,780) and €180,000 ($186,318), respectively, of which $68,061 and $103,510, are classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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”. During the six-month period ended June 30, 2025 the Company repaid €108,633 ($127,861) of the principal. As of June 30, 2025 and December 31, 2024 the Company has accrued interest of €6,083 ($7,160) and €16,735 ($17,322), respectively, and an outstanding balance of €706,117 ($831,099) and €814,750 ($843,348), of which $569,511 and $618,616, respectively, are classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets.

Cloudscreen Promissory Note

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI) powered platform. 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 2024 based on the Promissory Note signed on October 10, 2023. During the six-month period ended June 30, 2025 the Company repaid $22,421 of the principal. As of June 30, 2025, and December 31, 2024, the Company had an outstanding balance of $294,250 and $279,348 all of which is classified as “Notes payable” on the accompanying consolidated balance sheets.

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”. During the six-month period ended June 30, 2025, the Company repaid principal of €22,222($26,156). As of June 30, 2025, and December 31, 2024 the Company had an outstanding balance of €377,778 ($444,644) and €400,000 ($414,040), of which $340,022 and $345,033 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”. During the six-month period ended June 30, 2025, the Company repaid principal of €66,667($78,467). As of June 30, 2025, and December 31, 2024 the Company has accrued interest of €1,641 ($1,932) and €794 ($821), respectively, and an outstanding balance of €333,333 ($392,333) and €400,000 ($414,040), of which $247,843 and $276,027 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 ($749,600), 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 collateral. 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 (2.331% as of June 30, 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 3-month period ended June 30, 2025, the Company repaid no principal. As of June 30, 2025, and December 31, 2024 the Company has accrued interest of €12,091($14,231) and €0 ($0), respectively, and an outstanding balance of €700,000 ($755,720) and €0 ($0), of which $659,120 and $0 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

COVID-19 Loans

On May 12, 2020, the Company’s wholly owned subsidiary, SkyPharm SA, was granted a loan from the Greek government in the amount of €300,000 (approximately $366,900). During the six-month period ended June 30, 2025, an additional principal repayment of €4,688 (approximately $5,061) was made. As of June 30, 2025, and December 31, 2024 the Company has an outstanding balance of €98,438 ($115,861) and €103,125 ($106,745), of which $86,031 and $87,337 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

On June 24, 2020, the Company’s subsidiary, Decahedron, received a loan £50,000 ($68,310) from the UK government. As of June 30, 2025, and December 31, 2024 the Company has an outstanding balance of £38,320 ($52,583) and £ 38,144 ($47,761), of which $34,329 and $43,239 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

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

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 13 – LEASES

The Company has various operating and finance lease agreements with terms up to 10 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 3.51 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 June 30, 2025:

Maturity of Operating Lease Liability |  |  |
2026 |  |  | 128,594 |
2027 |  |  | 240,152 |
2028 |  |  | 169,450 |
2029 and thereafter |  |  | 214,054 |
Total undiscounted operating lease payments |  | $ | 752,250 |
Less: Imputed interest |  |  | (83,142 | )
Present value of operating lease liabilities |  | $ | 669,108 |

The Company incurred lease expense, due to amortization of operating lease right-of-use assets, of $69,554 and $82,263 and $130,222 and $159,430, which was included in “General and administrative expenses,” for the three and six months ended June 30, 2025 and 2024, respectively.

Finance Leases

The Company’s weighted-average remaining lease term relating to its finance leases is 0.85 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 June 30, 2025:

Maturity of Lease Liability |  |  |
2026 |  |  | 8,869 |
Total undiscounted finance lease payments |  | $ | 8,869 |
Less: Imputed interest |  |  | (248 | )
Present value of finance lease liabilities |  | $ | 8,621 |

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

The Company had financing cash flows used in finances leases of $5,156 and $17,353 for the six months ended June 30, 2025 and 2024, respectively.

The Company incurred interest expense on its finance leases of $137 and $583 and interest expense of $332 and $1,308 which was included in “Interest expense”, for the three and six months ended June 30, 2025 and 2024, respectively. The Company incurred amortization expense on its finance leases of $0 and $7,429 and $4,110 and $14,918 which was included in “Depreciation and amortization expense,” for the three and six months ended June 30, 2025 and 2024, respectively.

NOTE 14 – OTHER LIABILITIES

As of June 30, 2025 the Company’s other liabilities primarily consist of obligations to local tax authorities, payroll taxes, fines, and other miscellaneous liabilities.

The significant components of other liabilities are as follows:

| · | The Company’s Greek subsidiaries have $3,262,923 and $2,552,488 in settled tax liabilities as June 30, 2025 and December 31, 2024, respectively, which are payable in installments to the tax authorities.
| · | Payroll and other tax-related current liabilities amount to $1,509,881 and $1,191,315 as of June 30, 2025 and December 31, 2024, respectively, and represent obligations due to tax authorities within the next 12 months.
| · | A provision of $680,937 has been recorded for potential tax liabilities related to the unaudited tax years of SkyPharm S.A., in accordance with ASC 450-20, as the Company has assessed that a loss is probable and reasonably estimable.
| · | A provision of $434,821 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 $183,784 and $363,708 as of June 30, 2025 and December 31, 2024, respectively, are included in “Other Current Liabilities”, in accordance with ASC 606-10-45-2 (Revenue Recognition – Contract Liabilities).

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 June 30, 2025, the following litigations were pending. None is expected to have a material financial or operational impact.

Tax Audit-Related Fine – Cosmofarm

A payment request was issued by the Greek court in relation to a fine arising from a tax audit of Cosmofarm for the financial year 2014. The fine was imposed under Law No. 483/16.12.2020. Cosmofarm appealed the decision under Law No. 11541/09.03.2021; however, the appeal was dismissed 120 days after its submission. The Company settled additional taxes and fines related to this matter in the amount of €91,652 ($99,644) but has filed a claim to recover the amount through appeal. As of June 30, 2025, the trial remains pending.

Criminal Cases Related to Dishonored Checks

| · | On October 23, 2023, a criminal case involving dishonored checks issued by Cosmofarm’s customer, Kafantaris, was heard at the Sixth Single-Member Misdemeanor Court of Athens. The case was postponed to January 26, 2024, when the defendant was convicted under Decision No. 1599/2024.

Appeal Against Decision 1389/2021 – Eleutheria Drakopoulou

On January 26, 2023, the Company’s appeal against Eleutheria Drakopoulou and Decision No. 1389/2021 of the Single-Member Court of First Instance of Athens was heard at the Athens Court of Appeal. The appeal was partially accepted. The Court ordered the return of the fee to the appellants, dismissed the action against the third defendant (Kozaris), and accepted the action against the first and second defendants (Kastrantas & Cosmofarm). The case was settled in two equal installments by Cosmofarm SA, of €35,000 ($37,880) on July 31, 2024 and of €35,000 ($37,993) on October 31, 2024.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

Pending Lawsuits Against Euaggelismos & Pananikolaou Hospitals

The Company’s subsidiary, Cana Laboratories, has two pending lawsuits against Euaggelismos Hospital for unpaid bills totaling €526,436. A court date has been scheduled for one of the lawsuits on December 11, 2024, while the other remains unscheduled. The matter is currently pending a court decision. Based on legal counsel’s assessment, it is considered highly probable that the losing party will appeal the decision once it is rendered. However, counsel has also indicated that the collection of the full amount awarded to the Company is considered highly probable.

There is also an unasserted claim against Papanikolaou Hospital, for a total sum of €89,300 due to unpaid bills, which will be asserted through a lawsuit. Court date is not set yet. The opinion of our legal advisor is that the success of the case and the collection of the aforementioned amount is probable and as of now negotiations are taking place in the direction of out-of-court settlement.

Both claims have been classified under “Other assets” within non-current assets in the Company’s consolidated balance sheets as of June 30, 2025.

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.

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.

Lease Dispute

A lawsuit has been filed against the Company’s subsidiary, Cana, seeking restitution of a leased property, payment of approximately €13,190 in outstanding rent, and €8,488 in compensation for use of the property. The Company has settled the monetary claims in full, rendering that portion of the case moot. However, the claim for restitution of the leased property remains pending and is expected to be accepted by the court.

Claims for Recovery of Receivables

The Company’s subsidiary, Cosmofarm SA, is in the process of initiating legal action to recover approximately €20,301 in unpaid invoices from a certain customer. The hearing is expected to be scheduled in 2026. Based on legal counsel’s assessment, the claim is anticipated to be upheld. In addition, Cosmofarm SA is preparing to file two further lawsuits for the recovery of €15,143 and €15,255, respectively, related to unpaid invoices concerning two customers. Both hearings are expected to be scheduled in 2026, and legal counsel similarly anticipates favorable outcomes in both cases.

Advisory Agreements

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 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 six 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 six-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 agreements’ date.

The corresponding stock-based compensation expense is accrued evenly over the term of the agreements. For the three-month periods ended June 30, 2025 and 2024 the Company has recorded $288,110 and $231,750, respectively, as stock-based compensation for the above agreements, classified as “General and administrative expenses” in the Company’s condensed consolidated statements of operations and comprehensive Income (loss). For the six months ended June 30, 2025 and 2024 the equivalent stock-based compensation was $533,420 and $463,500, respectively.

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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 June 30, 2025. The licenses purchased by Doc Pharma SA are capitalized and included in “Goodwill and intangible assets, net” of the Company’s Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025. Thus, no relevant R&D expense had been charged to the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive income (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 6-month periods ended June 30, 2025 and 2024, the Company incurred $22,966 in costs relating to this agreement.

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 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 and the National Hellenic Research Foundation (NHRF) (Contractor) signed a Research Study Agreement. NHRF will conduct an in vitro study to support modifications to an invention, pursuant to the prior agreement involving CloudPharm PC (signed on June 15, 2022). NHRF ensures scientific rigor, provides updates, and maintains confidentiality. Cosmos Health provides necessary support and documentation. Rights to the research protocol belong to CloudPharm PC, NHRF, and Cosmos Health, while NHRF retains control over its methodologies. NHRF cannot publish findings without Cosmos Health’s approval and cannot use the study for other purposes. The total fee to by paid by the Company amounts to €60,000 plus VAT, payable in three installments. For the six-month period ended June 30, 2025, the Company incurred EUR 40,000 ($50,052) concerning this agreement, which were included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Income (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 30 days' written notice. Certain compensation obligations will remain even after termination. The monthly consideration to be paid to the Contractor is based on the commencement of the Clinical Trials and New Drugs Applications and additional cash and stock consideration is payable based on certain milestones. None of the milestones were met as of June 30, 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 2024, 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 60 days' notice and a 60-day close period. The Company also has the right to sublicense the patents For the six-month period ended June 30, 2025, the Company did not incur any royalties under this agreement; however, it incurred $17,218 in patent-related expenses, including renewal fees, agency payments, and similar costs.

NOTE 16 – STOCK OPTIONS AND WARRANTS

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. According to the Proxy Statement filed with the SEC on October 20, 2022 the 2022 Plan received final approval 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 the CFO, certain officers and directors and other employees of the Company. The awards are in the form of restricted stock and will vest in two parts: 50% on October 2, 2023 and 50% on October 2, 2024. For the three and six-month periods ended June 30, 2025 and 2024, the Company recorded share-based compensation expense of $0 and $108,297 and $0 and $216,889, respectively, in connection with the “2022 Plan.”

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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 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. As of June 30, 2025, no shares remained reserved and available for future issuance under the Company's 2023 Plan.

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. 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 during the three and six month periods ended June 30, 2025, the Company recorded share-based compensation expense of $314,760 and $626,062, respectively, in connection with the “2023 Plan”. The expense was recorded in accordance with ASC 718 (Compensation—Stock Compensation) and is included in the Company’s Consolidated Statement of Operations.

Warrant Anti-Dilution Adjustment and Deemed Dividend

As of June 30, 2025, there were 12,926,506 warrants outstanding and 12,913,172 warrants exercisable with 12,913,172 warrants having expiration dates from May 2026 through October 2029 and 13,334 warrants with no expiration date.

A summary of the Company’s warrant activity for the nine months ended June 30, 2025 and the year ending December 31, 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, June 30, 2025 |  |  | 12,926,506 |  |  |  | 2.63 |  |  |  | 2.75 |  |  |  | 5,600 |
Exercisable, June 30, 2025 |  |  | 12,913,172 |  |  |  | 2.63 |  |  |  | 2.75 |  |  |  | - |

NOTE 17 – 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 three months ended:

Country |  | June 30, 2025 |  |  | June 30, 2024 |
Albania |  | $ | 19,771 |  |  |  | - |
Bulgaria |  |  | 12,134 |  |  |  | 13,690 |
Croatia |  |  | 13,771 |  |  |  | (80 | )
Cyprus |  |  | 35,031 |  |  |  | 50,208 |
Greece |  |  | 14,243,627 |  |  |  | 12,912,561 |
SKOPJE North Macedonia |  |  | 16,217 |  |  |  | - |
UAE |  |  | 130,791 |  |  |  | - |
UK |  |  | 274,360 |  |  |  | 230,338 |
Total |  | $ | 14,745,702 |  |  | $ | 13,206,717 |

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

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

Country |  |  | June 30, 2025 |  |  | June 30, 2024 |
Albania |  |  | $ | 56,102 |  |  |  | - |
Bulgaria |  |  |  | 24,317 |  |  |  | 18,342 |
Croatia |  |  |  | 16,864 |  |  |  | 19,263 |
Cyprus |  |  |  | 87,593 |  |  |  | 72,545 |
Greece |  |  |  | 27,564,022 |  |  |  | 27,138,133 |
SKOPJE North Macedonia |  |  |  | 16,217 |  |  |  | - |
UAE |  |  |  | 130,779 |  |  |  | - |
UK |  |  |  | 562,336 |  |  |  | 542,907 |
Total |  |  | $ | 28,458,230 |  |  | $ | 27,791,190 |

NOTE 18 – 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, including, but not limited to, costs related to SEC legal and compliance matters, executive compensation, audit and review fees, and other corporate overhead expenses.

B. Information about reportable segments

The table below presents information about the Company's reportable segments for the three-month period ended June 30, 2025. The accounting policies followed in the preparation of the reportable segments are the same with those followed in the preparation of the Company's condensed consolidated financial statements.

Six-month period ended June 30, 2025

|  | Wholesale |  |  | Pharma manufacturing |  |  | Nutraceuticals & Pharmaceuticals |  |  | Other |  |  | Total |
Revenues |  |  | 26,033,751 |  |  |  | 800,958 |  |  |  | 1,623,520 |  |  |  | - |  |  |  | 28,458,230 |
Cost of Sales |  |  | (24,386,605 | ) |  |  | (138,384 | ) |  |  | (719,627 | ) |  |  | - |  |  |  | (25,244,617 | )
Gross Profit |  |  | 1,647,146 |  |  |  | 662,574 |  |  |  | 903,893 |  |  |  | - |  |  |  | 3,213,613 |
General and Administrative expenses |  |  | (322,885 | ) |  |  | (305,947 | ) |  |  | (541,941 | ) |  |  | (638,782 |  |  |  | (1,809,555 | )
Salaries |  |  | (863,913 |  |  |  | (725,844 | ) |  |  | (665,518 | ) |  |  | (653,187 | ) |  |  | (2,908,462 | )
Sales and Marketing expenses |  |  | (855 | ) |  |  | (731 | ) |  |  | (48,275 | ) |  |  | - |  |  |  | (49,861 | )
Research and Development costs |  |  | - |  |  |  | - |  |  |  | 0 |  |  |  | (90,266 | ) |  |  | (90,266 | )
Net finance costs |  |  | (421,748 | ) |  |  | - |  |  |  | 120,692 |  |  |  | (240,855 | ) |  |  | (541,911 | )
Segment profit / (loss) |  |  | 37,745 |  |  |  | (369,948 | ) |  |  | (231,149 | ) |  |  | (1,623,090 | ) |  |  | (2,186,442 | )
Reconciling items: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | (71,720 | ) |  |  | (103,556 | ) |  |  | (207,428 | ) |  |  | (291,597 | ) |  |  | (674,301 | )
Stock based compensation |  |  | - |  |  |  | - |  |  |  | 0 |  |  |  | (1,159,632 | ) |  |  | (1,159,632 | )
Foreign currency adjustments |  |  | 168,432 |  |  |  | - |  |  |  | 278,855 |  |  |  | 171,061 |  |  |  | 618,348 |
Other income and expenses |  |  | 17,279 |  |  |  | (95,802 | ) |  |  | (1,023 | ) |  |  | (164,592 | ) |  |  | (244,138 | )
Net profit/(loss) before Income Taxes |  |  | 151,736 |  |  |  | (569,306 | ) |  |  | (160,745 | ) |  |  | (3,067,850 | ) |  |  | (3,646,165 | )

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

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COSMOS HEALTH INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2025

NOTE 19 – SUBSEQUENT EVENTS

On July 1, 2025, the Company entered into a 12-month consulting agreement with a third party, for advisory, investor relations, corporate communications, and marketing services. As compensation, the Company agreed to issue 240,000 restricted shares of common stock, vesting at 20,000 shares per month, subject to clawback for unvested months if the agreement is terminated early.

On July 9, 2025, the Company issued two convertible promissory notes (the “July 2025 Notes”) to two separate investors. One of the July 2025 Notes had a principal amount of $150,000 and the other had a principal amount of $75,000. The July 2025 Notes accrue interest at 10%. Beginning on the 180th day after the issuance date, the investors shall have the right to convert the July 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 trading day period ending on the latest trading day prior to the conversion date.

On July 24, 2025, the Company entered into a six-month agreement with a third party, to provide marketing and distribution services aimed at increasing company awareness and investor engagement through social media, online communities, and influencer content. As consideration, the Company agreed to issue $100,000 worth of common stock on the effective date.

On August 5, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor to issue up to $300 million of 9% original issue discount senior secured convertible promissory notes. The initial note of $8 million closed on August 6, 2025, with further issuances of up to $292 million available in multiple closings subject to specified conditions. The proceeds are primarily intended to acquire digital assets as treasury holdings and to support working capital and general corporate purposes. The notes are secured by the digital assets purchased and other collateral, rank senior to all other Company indebtedness (other than permitted indebtedness), and are convertible into common stock under defined terms.

Pursuant to its August 5, 2025 financing facility of up to $300 million with a U.S.-based institutional investor, the Company completed its initial $1 million purchase of Ethereum (“ETH”). More specifically, on August 8, 2025, the Company purchased 123.6 units of ETH at a price of $4,045 per unit, for an aggregate notional amount of $500,000 and on August 11, 2025 purchased 117.7 units of ETH at a price of $4,248 per unit, for an additional aggregate notional amount of $500,000.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Available Information

The following discussion should be read in conjunction with our interim Condensed Consolidated Financial Statements and the related notes and other financial information appearing elsewhere in this report as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the year ended December 31, 2024 (“Form 10-K”) and this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

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.

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.

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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. Our nutraceutical products have penetrated several markets within 2022 and 2023 through digital channels such as Amazon and Tmall. 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.

Regulations and Licenses

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, from the National Organization for Medicines. The license is valid for a period of five years and pursuant to the EU directive of (2013/C343/01). Also, Cosmofarm was granted with GDP 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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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, pandemics, 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.

Distribution and 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 signed an exclusive distribution agreement (the “Agreement”) with Pharmalink for its Sky Premium Life products in the UAE. As part of the Agreement, Pharmalink will be responsible for all key functions, including sales and marketing, regulatory affairs, logistics, supply, and distribution of Sky Premium Life® products in the UAE. Cosmos Health has secured its first purchase order from Pharmalink for 130,000 units and anticipates receiving orders of more than 500,000 units in the first two years and in excess of 3,000,000 units over the next five years. Up to August 14, 2025 we have received orders for approximately 170,000 units.

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Acquisitions and Co-Ventures

ZipDoctor

On September 28, 2022, the Company entered into a non-binding letter of intent (“LOI”) agreement to wholly acquire ZipDoctor Inc., a company that possesses a direct-to-consumer subscription-based telemedicine platform, that expects to provide its customers affordable, unlimited, 24/7 access to board certified physicians and licensed mental and behavioral health counselors and therapists. The current parent company of the acquiree will continue to manage all its aspects of the day-to-day operations, including product development, marketing, and operational support.

On March 17, 2023, the Company entered into a definitive agreement to acquire ZipDoctor Inc. for a total sum of $150,000. The transaction closed on April 3, 2023.

CANA

On May 31, 2023, the Company entered into a Stock Purchase Agreement with the owners of one hundred (100%) percent of the equity (the “Shares”) of Cana Laboratories Holdings (Cyprus) Limited (“Cana”), which wholly owned an operating subsidiary, Pharmaceutical Laboratories Cana S.A. (“Cana SA”). The purchase price for the shares for the two sellers is €800,000 and 46,377 shares of Cosmos restricted common stock at an issuance price of $17.25 per share or $800,000. Moreover, on February 28, 2023, the Company signed a Secured Promissory Note with Cana, whereby Cana borrowed the sum of €4,100,000 ($4,457,520), included in the total cash consideration provided for the acquisition. The acquisition was successfully completed on June 30, 2023.

Cana SA is a Greek pharmaceutical company that manufactures, sells, distributes, and markets original branded products researched and developed by leading global pharmaceutical and healthcare companies. Cana stands out as it brings significant synergies and vertical integration. With a long-standing history spanning almost a century, Cana has earned the trust of industry giants like AstraZeneca, Merck, Unilever, and Procter & Gamble. Cana's Good Manufacturing Practice (GMP) license enables us to manufacture pharmaceuticals, including medicines, within the EU, which creates attractive opportunities for high-margin contract manufacturing agreements with major multinational clients.

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 is owner of a pharmaceutical distribution network in Greece and agreed to sell the Company their distribution network and customer base. The purchase price of the network was €100,000 ($109,330) of cash, and €300,000 ($316,081) of the Company’s stock. The Company issued 99,710 shares of common stock related to the acquisition of the customer base, based on the fair value of the stock on the acquisition date. The Company accounted for the acquisition as an asset acquisition in accordance with ASC 805 and recorded $425,411 as an intangible asset related to the customer base acquired.

This acquisition positively impacted on our revenue (an increase of more than $10 million annually) and enhanced the Company's gross margins due to economies of scale. Additionally, synergies with Cosmofarm's state-of-the-art facility, which employs robotic technologies for procurement, inventory management, and order execution, provide an elevated level of service to pharmacies, leading to increased orders. We are pleased to announce that we have now successfully integrated Bikas within the Cosmofarm platform.

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 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 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 2024 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 another asset 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 Notes 2 & 5).

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Results of Operations

Three and Six Months Ended June 30, 2025 and 2024

Revenue and net loss

For the three months ended June 30, 2025, the Company reported revenue of $14,745,702 and a net loss of $2,828,068, compared to revenue of $13,206,717 and a net loss of $2,590,711 for the corresponding period in 2024.

For the six months ended June 30, 2025, the Company reported revenue of $28,458,230 and a net loss of $3,646,165, compared to revenue of $27,191,190 and a net loss of $4,457,401 for the corresponding period in 2024.

Revenue for the three months ended June 30, 2025, increased by approximately 11.7% compared to the same period in 2024, primarily due to higher revenue from SkyPharm S.A. (“SkyPharm”) and Cana S.A. (“Cana”), our wholly owned subsidiaries. SkyPharm, which markets our proprietary nutraceutical line under the Sky Premium Life (“SPL”) brand, achieved higher sales in the United Arab Emirates, Cyprus, and Greece. Cana, our manufacturing subsidiary acquired on June 30, 2023, entered into new contract manufacturing agreements and expanded existing agreements, resulting in a significant increase in revenue for the period. For the six months ended June 30, 2025, revenue increased by approximately 2.4% compared to the same period in 2024. This increase was primarily attributable to the same factors that contributed to the revenue growth for the three‑month period.

Net loss for the three months ended June 30, 2025, increased by 9.2% (or $237,357) compared to the same period in 2024. The increase was primarily driven by non‑cash interest expense and the change in fair value of convertible notes related to the new convertible notes issued during the second quarter of 2025 (see Note 11 to the unaudited condensed consolidated financial statements included in this Form 10‑Q). For the six months ended June 30, 2025, net loss decreased by 18.2% compared to the same period in 2024, primarily as a result of a significantly higher gross profit of 51.7% for the period.

Cost of Goods Sold

For the three months ended June 30, 2025, and 2024, the Company reported cost of goods sold (“COGS”) of $13,581,888 and $12,439,469, respectively, representing an increase of $1,142,419, or approximately 9.2%. For the six months ended June 30, 2025, and 2024, COGS was $25,244,617 and $25,690,316, respectively, representing a decrease of $445,699, or approximately 1.7%.

The increase in COGS for the three‑month period was consistent with the revenue increase of 11.7%. However, due to a shift in the Company’s revenue mix toward higher‑margin product lines, particularly nutraceuticals and contract manufacturing, which generally carry lower direct costs relative to the wholesale revenue stream, the increase in COGS was proportionally lower than the increase in revenue. For the six‑month period, COGS decreased despite the slight increase in revenue, further supporting the trend of a shift toward higher‑margin revenue streams.

Our future revenue growth is expected to 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 branded pharmaceutical products that will be available over the next few years’ price increases and price deflation, general economic conditions, including the effects of the current conflict in the Ukraine, the coronavirus in the United Kingdom and the member states of 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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Gross Profit

For the three months ended June 30, 2025, the Company reported gross profit of $1,163,814, an increase of 51.7% compared to the same period in 2024. For the six months ended June 30, 2025, gross profit was $3,213,613, an increase of 52.7% compared to the corresponding period in 2024.

The significant improvement in gross profit for both periods was primarily attributable to a favourable shift in the Company’s revenue mix, with a greater proportion of sales derived from higher‑margin product lines, particularly within the nutraceuticals segment and from contract manufacturing revenue generated by the Company’s subsidiary, Cana.

Operating Expenses

For the three‑month period ended June 30, 2025, total operating expenses were $3,809,133 compared to $3,269,274 for the corresponding period in 2024, an increase of $539,859, or approximately 16.5%. For the six‑month period ended June 30, 2025, total operating expenses were $6,692,077 compared to $6,439,008 for the same period in 2024, an increase of $253,069, or approximately 3.9%. The increase in operating expenses for both periods was primarily driven by higher salaries and wages, largely attributable to the addition of management and scientific personnel at our subsidiary, Cana.

| · | Salaries and Wages: Personnel expenses increased by 28.4% ($413,581) for the three‑month period ended June 30, 2025, and by 7.2% ($195,421) for the six‑month period ended June 30, 2025, compared to the same periods in 2024. These increases were primarily driven by the addition of management and scientific personnel at our subsidiary, Cana, as discussed above.
| · | Sales and Marketing Expenses: Sales and marketing expenses declined significantly, particularly those associated with the Company’s branded nutraceutical portfolio. These expenses decreased by 80.4% for the three‑month periods ended June 30, 2025 and 2024, and by 82.5% for the equivalent six‑month periods. The reduction was consistent with management’s strategic decision to temporarily scale back investment in brand promotion and advertising during the periods under review.
| · | Depreciation and Amortization: Depreciation and amortization expenses remained relatively stable, with increases of $40,788 for the three‑month period and $41,440 for the six‑month period, compared to the respective periods in 2024.
| · | General and Administrative Expenses: General and administrative expenses for the three‑month period ended June 30, 2025, increased modestly to $1,490,485, up $99,960, or 7.2%, from $1,390,525 in the prior‑year quarter. For the six‑month period, these expenses increased by $160,524, or 5.7%. The increase was primarily attributable to higher professional service fees.
| · | Research and Development Costs: The Company incurred research and development costs of $74,637 for the three‑month period ended June 30, 2025, and $90,266 for the six‑month period. No such costs were incurred during the corresponding periods in 2024, as the related agreements were either not in place or at an early stage that did not generate expenses.

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Other Income (Expense)

For the three‑month period ended June 30, 2025, other income (expense), net was an expense of $42,190, representing an increase of $12,885 compared to an expense of $29,305 in the corresponding period of 2024. For the six‑month period ended June 30, 2025, other income (expense), net was an expense of $110,327, compared to income of $162,519 in the corresponding six‑month period of 2024, reflecting a decrease of $272,846. The variance in the six-month period is primarily attributable to the recognition of non-recurring charges and prior-period adjustments during the current period, which were not present in the comparative quarter. These one-off items had a material impact on the classification of other income and expense, thereby reversing the net favorable position recorded in the prior year.

Interest Income & Expenses

Interest expense for the three months ended June 30, 2025 increased by $46,368 or 13.6%, to $388,814 compared to $342,446 in the prior‑year quarter. For the six‑month period ended June 30, 2025, interest expense increased by $64,803 or 12.7%, to $575,921 from $511,118 in 2024. The increase is primarily attributable to the financing arrangement entered into by our subsidiary, Cosmofarm, with Attica Bank, as well as the issuance of new convertible notes by the Parent company during the second quarter of 2025.

Interest income for the three‑month period showed a slight increase of $3,757 or 3.7%, from $102,030 in 2024 to $105,787 in 2025, whereas for the six‑month period it decreased by $10,682 or 5.1%, from $207,795 in 2024 to $197,113 in 2025. Interest income remained relatively consistent, as the Company did not enter into any new loan receivable agreements, and the repayments made during the period were not significant enough to materially impact the amount of interest income recognized.

Foreign currency translation adjustment, net

For the three-month period ended June 30, 2025, the Company recognized foreign currency translation adjustment net income of $1,562,470, compared to a translation loss of $176,591 in the same period of 2024, representing a favourable variance of approximately $1,739,061. For the six-month period, translation adjustment net income rose to $2,593,738, versus a loss of $775,867 in the prior-year period, a favourable swing of approximately $3,369,605.

This improvement primarily reflects pronounced appreciation of both the euro and the British pound against the U.S. dollar during the reporting periods, which positively impacted the translation of our euro‑denominated and GBP‑denominated subsidiaries when consolidated into USD.

In particular, the average EUR/USD exchange rate strengthened to approximately 1.18 USD per EUR by June 30, 2025 from roughly 1.13 USD per EUR one year earlier, which enhanced the U.S. dollar value of results reported by our euro‑area operations. Similarly, the GBP/USD rate averaged around 1.3722 USD per GBP as of June 2025, up from approximately 1.27 USD per GBP in mid‑2024, resulting in a significant favourable translation impact for our GBP‑denominated subsidiary (Decahedron Ltd).

Liquidity and Capital Resources

As of June 30, 2025 compared with December 31, 2024

As of June 30, 2025, the Company had negative working capital of $604,249, compared to negative working capital of $296,193 as of December 31, 2024. Although the Company’s current assets increased by approximately $5.1 million, this increase was largely offset by a significant rise in current liabilities. The increase in current liabilities was primarily driven by the issuance of new convertible notes by the parent entity during the second quarter of 2025 (approximately $1.6 million), an increase in lines of credit and notes payable totaling $1.8 million, and an increase in third‑party and related‑party accounts payable of approximately $1 million.

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Cash Flow from Operating Activities

As of June 30, 2025, the Company reported net cash of $655,503, compared to $315,105 as of December 31, 2024, reflecting an increase of $340,398. For the six‑month period ended June 30, 2025, the Company used net cash of $1,396,236 in operating activities, compared to $4,622,989 used in the same period of the prior year.

The negative operating cash flow for the current period was primarily attributable to consolidated operating losses, mainly incurred at the Parent Company level, partially offset by non‑cash items such as stock‑based compensation expense of approximately $1.2 million and depreciation and amortization of approximately $0.7 million. Changes in working capital during the period had a mixed impact, with increases in accounts payable and accrued expenses (both third‑party and related‑party) contributing positively but offset by higher prepaid expenses and related‑party assets as well as increases in inventory.

The significant reduction in operating cash outflows compared to the prior period was mainly due to the lower net loss recognized in 2025 and the absence of substantial operating investments that occurred during the first half of 2024, particularly related‑party prepayments for inventory and product purchases.

Cash Flow from Investing Activities

For the six‑month period ended June 30, 2025, the Company generated net cash of $64,751 from investing activities, compared to $242,404 in the same period of the prior year. The investing cash inflows in the current period were primarily driven by proceeds from loan receivables of approximately $0.2 million, partially offset by capital expenditures and limited spending on intangible assets totalling approximately $0.1 million.

The decrease in net cash provided by investing activities compared to the prior period is mainly attributable to lower loan repayments received during 2025, as well as the absence of proceeds from sales of intangible assets that occurred in the comparative period. The Company’s investing cash flows during the current period were minimal and primarily related to routine asset purchases and scheduled loan collections.

Cash Flow from Financing Activities

For the six‑month period ended June 30, 2025, the Company generated $2,165,227 in net cash from financing activities, compared to $746,610 during the same period in 2024. The increase was primarily driven by proceeds from convertible notes issued by the Parent Company during the current period, which represented the most significant source of financing inflows. Additionally, both the Parent Company and its wholly owned subsidiary, Cosmofarm SA, entered into new debt facilities, collectively providing substantial proceeds that contributed to strengthening liquidity.

The Company also utilized its lines of credit, generating approximately $14.1 million in proceeds, which were offset by repayments of $13.8 million during the period. Debt repayments on notes payable and related party obligations totaled $746,679 for the six‑month period ended June 30, 2025, consistent with prior‑year levels. No equity financing transactions occurred in the current period, compared to gross proceeds of approximately $0.6 million from equity raises completed in early 2024. Overall, financing inflows during the first half of 2025 provided the primary source of liquidity to offset operating cash outflows and support the Company’s ongoing working capital needs.

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We anticipate using cash in our bank account as of June 30, 2025, cash generated from debt or equity financing, from investing activities or from management loans to the extent that funds are available to do so to conduct our business in the upcoming year. Management is not obliged to provide these or any other funds. If we fail to meet these requirements, we may lose the qualification for quotation and our securities would no longer trade on Nasdaq Capital Market. Further, as a consequence we would fail to satisfy our reporting obligations with the Securities and Exchange Commission (“SEC”), and investors would then own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.

Going Concern

The Company’s unaudited consolidated financial statements have been prepared in accordance 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 six‑month period ended June 30, 2025, the Company generated revenue of $28,458,320, incurred a net loss of $3,646,165, and used $1,396,236 of net cash in operating activities. As of June 30, 2025, the Company had cash and cash equivalents of $655,503, compared to $315,105 as of December 31, 2024, reflecting an increase of $340,398. The Company also had negative working capital of $604,249, an accumulated deficit of $117,668,440, and stockholders’ equity of $26,231,633.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date of this filing. While the Company’s revenues have grown, they remain insufficient to fund operating expenses and meet debt obligations as they become due. Furthermore, the Company remains dependent on external financing sources to sustain operations and fund growth initiatives.

Management has evaluated these factors and its ability to meet obligations due within the next 12 months. Its plans include expanding the portfolio of brand‑name and private‑label products, launching new distribution channels, and increasing sales from recently secured agreements, such as the exclusive distribution of Sky Premium Life products in the United Arab Emirates (“UAE”). Significant purchase orders have already been received under this agreement and are expected to contribute to operating cash inflows in the near term. Moreover, the Company is planning to expand the customer base of its subsidiary, Cosmofarm S.A., which is expected to substantially increase its wholesale revenue stream. In addition, the Company’s manufacturing subsidiary, CANA S.A., which is already demonstrating improved revenue and gross profit, is planning to strengthen its existing contract manufacturing agreements and secure new ones.

From a financing perspective, during the six‑month period ended June 30, 2025, the Company raised capital through the issuance of convertible notes by the Parent Company and by entering into new debt facilities at both the Parent Company and subsidiaries level. Management intends to continue accessing capital markets to raise additional funds through equity offerings. Beginning in August 2025, the Company expects to become eligible to utilize an S‑3 registration statement (12 months after regaining compliance with Nasdaq Listing Rule 5250(c)(1)) to access equity capital more efficiently. In addition, the Company is pursuing amendments to certain debt facilities to defer principal repayments and exploring additional debt financing opportunities to enhance liquidity. Finally, 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 $8 million closing completed on August 6, 2025. The availability of these proceeds, primarily intended for digital asset acquisition and working capital, significantly improves the Company’s liquidity and alleviates substantial doubt regarding our ability to continue as a going concern for at least the next 12 months.

Management is also considering postponing certain payments to suppliers and other creditors if required. Although these actions are intended to address the going concern uncertainty, there can be no assurance that the Company will be successful in executing its plans or obtaining the necessary funding.

As a result, substantial doubt remains regarding the Company’s ability to continue as a going concern for a period of 12 months from the date of this filing. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, including potential effects on the recoverability or classification of assets or the amounts and classification of liabilities.

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Strategic Plan

Our strategic plan, which strikes a balance between growth and sustainability, emphasizes synergies, vertical integration, operational efficiencies, R&D, brand expansion, and the global growth of our distribution network and facilities.

We intend to continue to pursue active ongoing acquisitions. In fact, many of our acquisitions entail exploring opportunities, with discounted assets through business combinations or joint ventures, all to enhance our distribution network. We will expand our R&D division which is a platform and incubator to develop new patented pharmaceuticals and proprietary innovative nutraceutical products. To foster organic growth, we will enhance our business development and marketing efforts, pursue global expansion via prominent retailers, pharmacies and e-commerce platforms, and recapture lost markets such as the infant and baby care categories. In addition, we will invest in the expansion of our production capacity and global network of facilities to boost sales of our brands, engage in contract manufacturing with large multinational pharmaceutical companies, produce pharma grade ethanol for hospitals, and expand into new large markets capitalizing on our comparative advantages. Last but not least, we aim to strategically invest in key personnel, from seasoned export managers to highly skilled scientists, to ensure we have the necessary expertise at our fingertips.

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 2024 and during the six-month period ended June 30, 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.

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While the Company intends to pursue these milestones, there may be circumstances where for valid business reasons or due to factors beyond the control of the Company, a reallocation of efforts may be necessary or advisable.

The Company intends to spend the funds available to strengthen working capital, inventories, intangible assets, acquisitions, research and development, sales and marketing expenses. Due to the uncertain nature of the industry in which the Company operates, projects may be frequently reviewed and reassessed. Accordingly, while it is currently intended by management that the available funds will be expended as set forth above, actual expenditures may in fact differ from these amounts and allocations.

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).

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.

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.

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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.

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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.

Off Balance Sheet Arrangements

As of June 30, 2025, there were no off-balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” under the Management’s Discussion and Analysis section. 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.

Revenue Recognition: The Company adopted Topic 606 Revenue from Contracts with Customers on January 1, 2018. As a result, it has changed its accounting policy for revenue recognition as detailed in Note 2.

Foreign Currency. Assets and liabilities of all foreign operations are translated at period-end rates of exchange, and the statements of operations are translated at the average rates of exchange for the period. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ equity until the entity is sold or substantially liquidated. Gains or losses from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency) are included in net (loss) earnings.

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 (tax losses are carried forward for five years effective January 1, 2013) and 25% in 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.

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We recognize the impact of an uncertain tax position in our financial statements if, in management’s judgment, the position is not more-likely-than-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 as incurred, 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 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. 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.

Accounts Receivable and Allowance for Credit Losses

The Company follows ASC 310 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9, losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) the amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the receivables that are uncollectible may not be identifiable. 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 Reserves

Our merchandise inventories are made up of finished goods and are valued at the lower of cost or market using the weighted-average cost method. 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 and defective returns, merchandise items with slow-moving or obsolescence exposure and merchandise that has a carrying value that exceeds market value. 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.

Convertible Promissory Note

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

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. 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 and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

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 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.

We are in the process of remediating all material weaknesses present in our internal controls and we plan to have completed the remediation by December 31, 2025.

- 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.

- 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.

We are in the process of developing multiple levels of review based on job responsibilities and level of personnel. For example, management reviews whether the bank reconciliations are being prepared on a timely basis by the preparer and whether there are discrepancies between the general ledger and the bank statements. Another example is the review of management accounting information by the CFO and his authorization for material transactions and adjustments. Furthermore, we are in the process of assessing a new financial reporting application that will be used by all the companies of the Group and would be able to support, process financially relevant information, provide financially relevant reporting and house financially relevant interfaces and application controls in order for us to more efficiently establish IT General Controls to a single and more reliable application.

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Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Our Audit Committee is in the process of evaluating our existing controls and procedures, while communicating with the Management on quarterly basis.

Audit Committee

We have a separately designated standing audit committee, which is appointed by the Board of Directors of Cosmos Health Inc. 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. Our three 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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There have been no changes since the filing of the Company’s Form 10-K for the year ended December 31, 2024.

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. You should refer to the other information set forth in this report, including the information set forth in “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 these risks.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None. Previously reported on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the six months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

(a) Exhibits.

Exhibit No. |  | Document Description
31.1* |  | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* |  | Certification of CFO 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.
101.INS |  | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels Linkbase Document.**
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
104 |  | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).**

_____________

* | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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: August 15, 2025 | By: | /s/ Grigorios Siokas |
|  | Grigorios Siokas |
|  | Chief Executive Officer |
|  | (Principal Executive Officer) |

Date: August 15, 2025 | By: | /s/ Georgios Terzis |
|  | Georgios Terzis |
|  | Chief Financial Officer |
|  | (Principal Financial Officer, And Principal Accounting Officer) |

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EXHIBIT INDEX

Exhibit No. |  | Document Description
31.1* |  | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* |  | Certification of CFO 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.
101.INS |  | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels Linkbase Document.**
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
104 |  | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).**

___________

* | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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