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What changed in Cosmos Health Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cosmos Health Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+287 added−225 removedSource: 10-K (2026-04-15) vs 10-K (2025-04-15)

Top changes in Cosmos Health Inc.'s 2025 10-K

287 paragraphs added · 225 removed · 149 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

47 edited+9 added−15 removed95 unchanged
Biggest changeFor the 12-month period ended December 31, 2024, the Company incurred EUR 500,000 ($517,550) in royalties concerning this agreement, which were included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss. 15 Table of Contents Distribution & Trade Agreements On July 1, 2021, the Company’s subsidiary, SkyPharm SA, entered into an exclusive distribution agreement with a company based in Germany (“Distributor A”), whereas SkyPharm appointed Distributor A to be the responsible partner for the distribution, promotion, trade marketing, logistics and sale of the nutraceuticals manufactured and supplied by SkyPharm (Sky Premium Life®), in the territories of Austria and Germany.
Biggest changeFor the 12-month period ended December 31, 2025, the Company incurred EUR 350,000 ($410,760) in royalties concerning this agreement, which were included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss. 16 Table of Contents Distribution & Trade Agreements On November 25, 2021, SkyPharm SA signed a trade agreement with a wholesaler which operates in the storage, distribution, trading and promotion of pharmaceutical products (“Distributor C”).
After the Start-Up Term, the Company will pay an 1.5% royalty on annual net sales of licensed products covered by an issued patent. Moreover, the Company retains an optional buy-out right for a total amount of EUR 7,500,000, which can be exercised with a 60 day-notice and a 60-day close period.
After the Start-Up Term, the Company will pay a 1.5% royalty on annual net sales of licensed products covered by an issued patent. Moreover, the Company retains an optional buy-out right for a total amount of EUR 7,500,000, which can be exercised with a 60 day-notice and a 60-day close period.
In 2024, 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.
In 2025, we continued to execute on the core elements of our “Growth Strategy”, which remains as follows: - High Marking Segments : delivering on our growth areas and high-margin segments, we continued to show strong performance of our key proprietary brands such as Sky Premium Life® (“SPL”), Mediterranation® and C-Sept® / C-Scrub® with launches into new fast growing geographical regions. - Generic Pharmaceuticals: focusing on our generic medicines’ capital with a view on a global commercial reach, focused portfolio and pipeline footprint, we continued to optimize our generics business and build a strong pipeline that will allow us to leverage our assets, know-how and sales network. - Manufacturing of Pharmaceuticals : directing our manufacturing business by optimizing our production facilities and establishing a global footprint in the pharmaceutical fields of contract manufacturing organization (CMO) and contract development and manufacturing organization (CDMO). - Global Networks , leveraging our extensive global network to access new markets and business segments, amplifying our reach and impact.
According to the Towards Healthcare study, the global obesity & weight management market size is calculated at USD 163.13 billion in 2024 and is expected to be worth USD 362.1 billion by 2034, expanding at a CAGR of 8.3% from 2024 to 2034, driven by the increasing prevalence of obesity and its associated health risks, including diabetes, hypertension, and orthopedic conditions.
According to the Towards Healthcare study, the global obesity & weight management market size is calculated at USD 163.13 billion in 2025 and is expected to be worth USD 362.1 billion by 2034, expanding at a CAGR of 8.3% from 2024 to 2034, driven by the increasing prevalence of obesity and its associated health risks, including diabetes, hypertension, and orthopedic conditions.
The table below presents all the generics, the medication uses purpose and the active ingredient of each product: 5 Table of Contents Drug Purpose Active Ingredient ASTO-CHOL 40mg / ASTO-CHOL 20mg Cholesterol Pravastatin Diorium 20mg Stomach issues Omeprazole HEART-FREE 75mg Heart-related issues Clopidogrel LIPICHOL 20mg / LIPICHOL 40mg Cholesterol, Heart-related issues Atorvastatin Miltus 5mg / Miltus 10mg Alzheimer's disease Donepezil Newzypra 5mg / Newzypra 20mg Mood disorders, Psychosis Olanzapine PNEUMO-KAST 5mg / PNEUMO-KAST 4mg / PNEUMO-KAST 10mg Asthma Montelukast Sah ar 45mg / Sahar 30mg Blood sugar Pioglitazone VIVALCID 25mg / VIVALCID 30mg Cancer drug effects Leucovorin Diabit-is 50mg / Diabit-is 100mg Type 2 diabetes Sitagliptin Nutraceuticals Nutraceuticals is referring to a broad range of products derived from food sources that provide health benefits in addition to their basic nutritional value.
The table below presents all the generics, the medication uses purpose and the active ingredient of each product: Drug Purpose Active Ingredient ASTO-CHOL 40mg / ASTO-CHOL 20mg Cholesterol Pravastatin Diorium 20mg Stomach issues Omeprazole HEART-FREE 75mg Heart-related issues Clopidogrel LIPICHOL 20mg / LIPICHOL 40mg Cholesterol, Heart-related issues Atorvastatin Miltus 5mg / Miltus 10mg Alzheimer's disease Donepezil Newzypra 5mg / Newzypra 20mg Mood disorders, Psychosis Olanzapine PNEUMO-KAST 5mg / PNEUMO-KAST 4mg / PNEUMO-KAST 10mg Asthma Montelukast Sah ar 45mg / Sahar 30mg Blood sugar Pioglitazone VIVALCID 25mg / VIVALCID 30mg Cancer drug effects Leucovorin Diabit-is 50mg / Diabit-is 100mg Type 2 diabetes Sitagliptin Nutraceuticals Nutraceuticals is referring to a broad range of products derived from food sources that provide health benefits in addition to their basic nutritional value.
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.
This License will continue to remain in force from the date of issue by the Licensing Authority unless cancelled, suspended, revoked or varied as to the period of its validity or relinquished by the authorization holder. Cosmofarm received its Wholesale Distribution Authorization for human use on February 15, 2019, issued by the National Organization for Medicines.
The 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.
The patents, filed in 2016 and 2017 respectively, cover innovative treatments for cancer. The terms of the agreement include an initial payment of EUR 500,000 due by the end of 2025, followed by fixed annual payments of EUR 350,000 during the five-year Start-Up Term from 2025 to 2030.
These compounds exhibit: 1. higher antitumor activity, 2. lower acute toxicity in comparison with non-lactam steroid alkylating esters and conventional alkylators. 10 Table of Contents Through the important cytotoxic anticancer activity against several human cancer cell lines and tumor systems in vitro and in vivo and their well-tolerated toxicity, these new molecules seems to hold a quite unique multi-targeting profile of biological and pharmacological effects on tumor cells, fairly different of the conventional and currently used anticancer drugs.
These compounds exhibit: 1. higher antitumor activity, 2. lower acute toxicity in comparison with non-lactam steroid alkylating esters and conventional alkylators. 11 Table of Contents Through the important cytotoxic anticancer activity against several human cancer cell lines and tumor systems in vitro and in vivo and their well-tolerated toxicity, these new molecules seems to hold a quite unique multi-targeting profile of biological and pharmacological effects on tumor cells, fairly different of the conventional and currently used anticancer drugs.
We stay in the forefront of quality assurance and accuracy by investing in the most innovative machinery and software available to pharmaceutical distributors. 8 Table of Contents We provide telehealth services through ZipDoctor, which is a direct-to-consumer subscription-based telemedicine platform that provides its customers affordable, unlimited, 24/7 access to board certified physicians and licensed mental and behavioural health counsellors and therapists.
We stay in the forefront of quality assurance and accuracy by investing in the most innovative machinery and software available to pharmaceutical distributors. 9 Table of Contents Telehealth services We provide telehealth services through ZipDoctor, which is a direct-to-consumer subscription-based telemedicine platform that provides its customers affordable, unlimited, 24/7 access to board certified physicians and licensed mental and behavioural health counsellors and therapists.
Recent in vitro studies have validated the therapeutic potential of a repurposed marketed drug for both indications, with inventors establishing a novel mechanism of action unique to each cancer type. 9 Table of Contents Research & Development Our R&D activities are focused on novel medicines development activities that are World Intellectual Property Organization (“WIPO”) patented.
Recent in vitro studies have validated the therapeutic potential of a repurposed marketed drug for both indications, with inventors establishing a novel mechanism of action unique to each cancer type. 10 Table of Contents Research & Development Our R&D activities are focused on novel medicines development activities that are World Intellectual Property Organization (“WIPO”) patented.
Under this agreement, Doc Pharma is responsible for the research, development, design, registration, copy rights and licenses of 250 nutritional supplements for the final products called Sky Premium Life®. More specifically, Doc Pharma is responsible for the product development and the Company has added 165 of such products codes in its portfolio as of December 31, 2024.
Under this agreement, Doc Pharma is responsible for the research, development, design, registration, copy rights and licenses of 250 nutritional supplements for the final products called Sky Premium Life®. More specifically, Doc Pharma is responsible for the product development and the Company has added 165 of such products codes in its portfolio as of December 31, 2025.
The licenses purchased by Doc Pharma SA are capitalized and included in “Goodwill and intangible assets, net” of the Company’s Consolidated Balance Sheets as of December 31, 2024. Thus, no relevant R&D expense had been charged to the Company’s Consolidated Statements of Operations and Comprehensive Loss, concerning this agreement.
The licenses purchased by Doc Pharma SA are capitalized and included in “Goodwill and intangible assets, net” of the Company’s Consolidated Balance Sheets as of December 31, 2025. Thus, no relevant R&D expense had been charged to the Company’s Consolidated Statements of Operations and Comprehensive Loss, concerning this agreement.
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.
Full Line Wholesaler As a full line pharmaceutical wholesaler, we distribute a comprehensive range of pharmaceutical products, including prescription medications, (OTC) drugs, medical devices, food supplements, nutraceuticals, cosmetics and other healthcare products, to various businesses within the healthcare sector such as retail pharmacies, hospitals, private clinics and other wholesale pharmaceutical distributors.
No customer accounted for 10% or more of our total consolidated revenues during the years ended December 31, 2024 and 2023. We have a diverse customer base that includes wholesalers and retail healthcare providers. We make a significant amount of our sales to a relatively small number of pharmaceutical wholesalers.
No customer accounted for 10% or more of our total consolidated revenues during the years ended December 31, 2025 and 2024. We have a diverse customer base that includes wholesalers and retail healthcare providers. We make a significant amount of our sales to a relatively small number of pharmaceutical wholesalers.
The means of competition vary across product categories and business groups, demonstrating that the value of our trading products is a critical factor for success in all of our principal businesses. 12 Table of Contents Our competitors include other pharmaceutical companies, and smaller companies with generic drug and consumer healthcare products.
The means of competition vary across product categories and business groups, demonstrating that the value of our trading products is a critical factor for success in all of our principal businesses. 13 Table of Contents Our competitors include other pharmaceutical companies, and smaller companies with generic drug and consumer healthcare products.
Failure to comply with these regulations could result in, among other things, warning letters, civil penalties, delays in approving or refusal to approve a pharmaceutical product. A main part of our business relates to the trading of branded and generic pharmaceutical products and medicines within the EU member states.
Failure to comply with these regulations could result in, among other things, warning letters, civil penalties, delays in approving or refusal to approve a pharmaceutical product. A major part of our business relates to the trading of branded and generic pharmaceutical products and medicines within the EU member states.
According to a study published by Towards Healthcare, the global generic drugs market was valued at $424.98 billion in 2024 and is projected to reach $874.63 billion by 2033, representing a Compound Annual Growth Rate (CAGR) of 8.35% throughout the forecasted period.
According to a study published by Towards Healthcare, the global generic drugs market was valued at $424.98 billion in 2025 and is projected to reach $874.63 billion by 2033, representing a Compound Annual Growth Rate (CAGR) of 8.35% throughout the forecasted period.
The National Medicines Agency imposed a fine of €15,000 ($16,225) on SkyPharm for the above case, which was included in “General and administrative” expense on the accompany statement of operations and comprehensive loss for the 12-month period ended December 31, 2023.
The National Medicines Agency imposed a fine of €15,000 ($16,225) on SkyPharm for the above case, which was included in “General and administrative” expense on the accompany statement of operations and comprehensive loss for the 12-month period ended December 31, 2024.
GDPR applies to the processing of personal data of persons in the EU by a controller or processor. 14 Table of Contents Research and Development The Company entered into a Research & Development agreement with Doc Pharma S.A. on May 17, 2021.
GDPR applies to the processing of personal data of persons in the EU by a controller or processor. 15 Table of Contents Research and Development The Company entered into a Research & Development agreement with Doc Pharma S.A. on May 17, 2021.
The product is being optimized in terms of its physicochemical properties and its effects on gut microflora through a series of in vitro studies and simulations We are currently finalizing the scale-up production phase of CCX0722, paving the way for human clinical trials and targeting a market launch in the first or second quarter of 2026.
The product is being optimized in terms of its physicochemical properties and its effects on gut microflora through a series of in vitro studies and simulations We are currently finalizing the scale-up production phase of CCX0722, paving the way for human clinical trials and targeting a market launch in the third or fourth quarter of 2026.
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. Product Portfolio Our product portfolio includes generics and over-the-counter (“OTC”) pharmaceutical products, innovative medicines, as well as nutraceuticals and biocides.
These acquisitions have strengthened our core product technology infrastructure by providing additional manufacturing, marketing, and research and development capabilities, including the ability to manufacture our products, other product components and services. 5 Table of Contents Product Portfolio Our product portfolio includes generics and over-the-counter (“OTC”) pharmaceutical products, innovative medicines, as well as nutraceuticals and biocides.
None of the milestones were met as of December 31, 2024, and thus the Company has incurred no expenses as of the end of the period.
None of the milestones were met as of December 31, 2025, and thus the Company has incurred no expenses as of the end of the period.
The Company records the corresponding R&D expense based on the project’s progress, which is invoiced by the third party in the relevant period. For the 12-month periods ended December 31, 2024 and 2023, the Company incurred $0 and $164,859 of such costs respectively included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.
The Company records the corresponding R&D expense based on the project’s progress, which is invoiced by the third party in the relevant period. For the 12-month periods ended December 31, 2025 and 2024, the Company incurred $22,996 and $0 of such costs respectively included in “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss.
For the 12-month period ended December 31, 2024, the Company incurred €15,000 ($15,743) in costs related to this agreement, which were recorded under “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss. On December 6, 2024, the Company signed an Independent Contractor Agreement with a third-party contractor (the “Contractor”).
For the 12-month period ended December 31, 2025, the Company incurred €45,000 ($50,052) in costs related to this agreement, which were recorded under “Research and Development costs” in the Company’s Consolidated Statements of Operations and Comprehensive Loss. On December 6, 2024, the Company signed an Independent Contractor Agreement with a third-party contractor (the “Contractor”).
The warehouse operating system has improved the distribution services productivity and operating leverage. 13 Table of Contents Government Regulations Government authorities in the EU and in other countries extensively regulate, among other things, the research, development, testing, approval, manufacturing, labeling, post-approval monitoring and reporting, packaging, advertising and promotion, storage, distribution, marketing and export and import of pharmaceutical products.
These systems have improved distribution productivity and operating leverage. 14 Table of Contents Government Regulations Government authorities in the EU and in other countries extensively regulate, among other things, the research, development, testing, approval, manufacturing, labeling, post-approval monitoring and reporting, packaging, advertising and promotion, storage, distribution, marketing and export and import of pharmaceutical products.
Our products are classified into two main categories, “Products per Benefit” and “Products per Nutrient” as follows: Products per Benefit Products per Nutrient General Wellbeing Vitamins & Multivitamins Immunity – Immune System Health Minerals Cardiovascular Health Amino-acids Bones & Joints Herbal Extracts Men’s Health Specialized Formulas Women’s Health Others Beauty (Skin-Hair-Nails) Digestive Health – GI Health Brain Health – Memory & Focus Energy Sports & Fitness Mood, Stress & Sleep Detoxification – Liver Health Urinary System Health 6 Table of Contents Biocides Our proprietary portfolio of branded biocides and antiseptic soaps comprises of our brands C-Sept® and C-Scrub®.
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. 6 Table of Contents Our products are classified into two main categories, “Products per Benefit” and “Products per Nutrient” as follows: Products per Benefit Products per Nutrient General Wellbeing Vitamins & Multivitamins Immunity – Immune System Health Minerals Cardiovascular Health Amino-acids Bones & Joints Herbal Extracts Men’s Health Specialized Formulas Women’s Health Others Beauty (Skin-Hair-Nails) Digestive Health – GI Health Brain Health – Memory & Focus Energy Sports & Fitness Mood, Stress & Sleep Detoxification – Liver Health Urinary System Health 7 Table of Contents Biocides Our proprietary portfolio of branded biocides and antiseptic soaps comprises of our brands C-Sept® and C-Scrub®.
Competition Our pharmaceutical businesses are conducted in intensely competitive and often highly regulated markets. Many of our trading of pharmaceutical products face competition in the form of branded or generic drugs that treat similar diseases or indications. The principal forms of competition include efficacy, safety, ease of use, and cost effectiveness.
Many of our trading of pharmaceutical products face competition in the form of branded or generic drugs that treat similar diseases or indications. The principal forms of competition include efficacy, safety, ease of use, and cost effectiveness.
We have a team with a significant track record in the pharmaceutical business. In order to achieve our strategic objectives, we have, and will remain, focused on hiring and retaining a highly skilled management team that has extensive experience and specific skill sets relating to the sales, selection, development and commercialization of pharmaceutical products.
In order to achieve our strategic objectives, we have, and will remain, focused on hiring and retaining a highly skilled management team that has extensive experience and specific skill sets relating to the sales, selection, development and commercialization of pharmaceutical products. We intend to continue our efforts to build and expand this team as we grow our business.
We intend to continue our efforts to build and expand this team as we grow our business. No assurances can be given that the Company will be able to retain any additional persons. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees.
No assurances can be given that the Company will be able to retain any additional persons. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees.
Geographic Markets All of our revenues are generated from operations in the European Union and UK, or otherwise earned outside of the U.S. All of our foreign operations are subject to risks inherent in conducting business abroad, including price and currency exchange controls, fluctuations in the relative values of currencies, political and economic instability and restrictive governmental actions.
All of our foreign operations are subject to risks inherent in conducting business abroad, including price and currency exchange controls, fluctuations in the relative values of currencies, political and economic instability and restrictive governmental actions.
In the future, we will continue to reevaluate our decision and may purchase product liability insurance to cover some of or all of our product liability risk. 11 Table of Contents Customers Through our subsidiaries, we primarily sell pharmaceutical products directly to pharmacies and a limited number of large wholesale drug distributors who, in turn, supply-sell the products to other wholesalers, hospitals, pharmacies, and governmental agencies across the European Union member state.
Looking ahead, we will continue to reassess this approach and may consider obtaining product liability insurance to mitigate part or all of our exposure to product-related risks. 12 Table of Contents Customers Through our subsidiaries, we primarily sell pharmaceutical products directly to pharmacies and a limited number of large wholesale drug distributors who, in turn, supply-sell the products to other wholesalers, hospitals, pharmacies, and governmental agencies across the European Union member state.
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.
The license is valid for a period of five years in accordance with EU Directive 2013/C343/01 and was renewed on February 14, 2024. Furthermore, Cosmofarm was granted a GDP (Good Distribution Practice) certificate on November 11, 2019.
Studies have been conducted for the lead molecules: In Silico studies, in Vitro and in vivo evaluation (in 28 human cancer cell lines and in 10 human cancer xenograft models), Optimized drug synthesis, Acute toxicity evaluation in mice.
Studies have been conducted for the lead molecules: In Silico studies, in Vitro and in vivo evaluation (in 28 human cancer cell lines and in 10 human cancer xenograft models), Optimized drug synthesis, Acute toxicity evaluation in mice. Product Insurance We maintain insurance coverage for our warehouses and inventory against risks such as damage or theft.
The global drug repurposing market size is anticipated to reach USD 30.1 billion by 2028, up from USD 24.5 billion in 2021, reflecting a CAGR of 2.9% over the 2022-2028 period.
This growth is primarily driven by the increasing prevalence of cancer globally, continuous advancements in targeted therapies and immunotherapies, and a strong pipeline of innovative drug launches. The global drug repurposing market size is anticipated to reach USD 30.1 billion by 2028, up from USD 24.5 billion in 2021, reflecting a CAGR of 2.9% over the 2022-2028 period.
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. 7 Table of Contents Below is an analysis per category of our inventory as of December 31, 2024: Product Categories Balance as of December 31, 2024($) Percentage of total Inventory Pharmaceuticals 3,113,558 66.42 % Parapharmaceuticals 987,214 21.06 % Manufacturing products 40,588 0.87 % Raw materials 226,500 4.83 % Dairy products 21,320 0.45 % Veterinary medicine 995 0.02 % Other 297,565 6.35 % Less provisions (332,375 ) Total 4,355,365 100 % Business Offerings Manufacturing By being licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA), we are competent to produce our own pharmaceutical products as well as ramping up revenue generation from manufacturing to third parties.
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. 8 Table of Contents Below is an analysis per category of our inventory as of December 31, 2025: Product Categories Balance as of December 31, 2025($) Percentage of total Inventory Pharmaceuticals 4,599,638 74.73 % Parapharmaceuticals 1,133,686 18.42 % Manufacturing products 4,254 0.07 % Raw materials 235,785 3.83 % Dairy products 38,359 0.62 % Veterinary medicine 1,265 0.02 % Other 142,003 2.31 % Less provisions (376,848 ) Total 5,778,142 Business Offerings Manufacturing By being licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA), we are competent to produce our own pharmaceutical products as well as ramping up revenue generation from manufacturing for third parties.
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.
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.
According to Fortune Business Insights, the global oncology drugs market size was valued at USD 201.75 billion in 2023 and is projected to grow from USD 220.80 billion in 2024 to USD 518.25 billion by 2032, exhibiting a CAGR of 11.3% during the forecast period (2024-2032).
The global oncology drugs market size was valued at USD 256.46 billion in 2025 and is projected to grow from USD 286.36 billion in 2026 to USD 697.59 billion by 2034, exhibiting a CAGR of 11.77% during the forecast period (Fortune Business Insights, Oncology Drugs Market Size, Share & Growth Forecast, 2025).
Our global workforce is comprised of the following ethnicities: 99% Caucasian and 1% Asian. Of those employees, 38% are female. Our employees are not members of any unions. We consider our relations with our employees to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations.
None of our employees are represented by labor unions. We consider our employee relations to be good and have not experienced any work stoppages, slowdowns, or other serious labor issues that have materially impeded our business operations. We have a team with a significant track record in the pharmaceutical business.
Our geographical market sales distribution of our total consolidated revenues during the years ended December 31, 2024 and 2023 are as follows: 2024 2023 Greece 97.26 % 94.67 % UK 1.56 % 4.53 % Croatia 0.09 % 0.05 % Bulgaria 0.12 % 0.39 % UAE 0.63 % 0.00 % Cayman Islands 0.00 % 0.02 % Cyprus 0.34 % 0.34 % Total 100.00 % 100.00 % We currently sell the products to wholesalers through our own sales force.
Our geographical market sales distribution of our total consolidated revenues during the years ended December 31, 2025 and 2024 are as follows: 2025 2024 Greece 97.33 % 97.26 % UK 1.65 % 1.56 % Croatia 0.07 % 0.09 % Bulgaria 0.05 % 0.12 % UAE 0.39 % 0.63 % Albania 0.17 % 0.00 % SKOPJE North Macedonia 0.03 % 0.00 % Cyprus 0.31 % 0.34 % Total 100.00 % 100.00 % Competition Our pharmaceutical businesses are conducted in intensely competitive and often highly regulated markets.
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.
On June 27, 2024, the Company entered into an exclusive distribution agreement (the “Agreement”) with Pharmalink for the distribution of its Sky Premium Life® products in the United Arab Emirates (UAE).
The rise in patent expiration, increasing demand for cost-effective and efficient medicines and less complex approval process for generics drive the market growth. The global nutraceuticals market size is calculated at USD 591.15 billion in 2024, grew to USD 636.31 billion in Q1 2025, and is projected to reach around USD 1,234 billion by 2034.
The rise in patent expiration, increasing demand for cost-effective and efficient medicines and less complex approval process for generics drive the market growth.
The market is expanding at a CAGR of 7.64% between 2025 and 2034. This indicates a growing interest in products that promote wellness and help prevent illness. This shift towards focusing on preventive health is driving an increase in market demand.
This growth reflects a sustained and growing consumer interest in products that promote wellness and help prevent illness. This shift toward preventive health is a key driver of increasing market demand.
Additionally, we are improving our entity-wide infrastructure environment to drive efficiency, capabilities, and speed to market. We will continue to invest in advanced information systems and automated warehouse technology. For example, in an effort to comply with future pedigree and other supply chain custody requirements we have made significant investments in our secure supply chain information systems.
This system integration is intended to strengthen data accuracy, streamline consolidation processes, and support timely reporting in accordance with applicable regulatory requirements. Additionally, we are improving our entity-wide infrastructure to enhance efficiency, capabilities, and speed to market. We continue to invest in advanced information systems and automated warehouse technology.
According to the Atlas of MS , the global prevalence of MS has increased from 2.3 million individuals in 2013 to 2.9 million in 2023. - Gliomas are a diverse group of primary brain and spinal cord tumors originating from glial cells.
The global prevalence of MS has shown a sustained upward trend over recent decades, with approximately 2.9 million people currently living with the condition worldwide, reflecting a significant increase from 2.3 million in 2013 (Kapica-Topczewska et al., Multiple Sclerosis: An Ethnically Diverse Disease with Worldwide Equity Challenges Accessing Care, MDPI Brain Sciences, December 2025). - Gliomas are a diverse group of primary brain and spinal cord tumors originating from glial cells.
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 year and in excess of 3,000,000 units over the next five years. International Cannabis Corp.
The Company has received an initial purchase order from Pharmalink for 130,000 units and expects to receive orders exceeding 500,000 units during 2026, and more than 3,000,000 units over the next five years. However, as of the filing date, no additional orders have been executed.
The Company processes a substantial portion of its purchase orders, invoices, and payments electronically. However, it continues to make substantial investments to expand its electronic interface with its suppliers. The Company has integrated warehouse operating system, which are used to manage the majority of transactional volume.
For example, to comply with future pedigree and other supply chain custody requirements, we have made significant investments in secure supply chain information systems. The Company processes a substantial portion of its purchase orders, invoices, and payments electronically and continues to invest in expanding its electronic interface with suppliers.
Product Insurance We have insurance in place for our warehouses and the products in stock against any damage or theft, but we do not insure our products after the sale, since we are working under an Ex-works policy, and thus our clients are responsible for the transportation and the insurance of the products against any damage.
However, we do not insure products after the point of sale, as transactions are conducted under an Ex-Works (EXW) basis, whereby customers assume responsibility for transportation and any associated risks, including insurance coverage.
Removed
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.
Added
The global nutraceuticals market size was valued at USD 591.15 billion in 2024, grew to USD 636.31 billion in 2025, and is projected to reach approximately USD 1,234 billion by 2034, expanding at a CAGR of 7.64% between 2025 and 2034 (Towards Healthcare, Nutraceuticals Market Projected to Hit USD 1,234.34 Billion by 2034, Preventive Health Trends Propel Global Demand, GlobeNewswire, October 30, 2025).
Removed
We do not sell directly to large drug store chains or through distributors in countries where we do not have our own sales staff. As part of our sales marketing and promotion program, we use direct advertising, direct mailings, trading techniques, direct and personal contacts, exhibition of products at medical conventions and sponsor medical education symposia.
Added
Geographic Markets The majority of our revenues are generated from operations in the European Union and UK, with growing contributions from the UAE and North America, all earned outside of the U.S. during 2025 and with initial US operations commencing in 2026.
Removed
Information Systems The Company operates its full-service wholesale pharmaceutical distribution facilities in Europe on one primary enterprise resource planning (“ERP”) system that provides for, among other things, electronic order entry by customers, invoice preparation and purchasing, and inventory tracking. We are currently making significant investments to enhance and upgrade our ERP system.
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Information Systems Our wholesale operations are managed through a primary enterprise resource planning (“ERP”) system, which supports key functions including electronic order entry by customers, invoice processing, purchasing, and inventory tracking. Our Greek subsidiaries—SkyPharm S., Cosmofarm S.A., and Cana S.A.—operate on separate ERP systems.
Removed
Distributor A places purchase orders with SkyPharm at the company’s address and a purchase order is necessary to initiate any shipment. On July 7, 2021, SkyPharm SA signed a trade agreement with a company specializing in e-commerce mall advice and operation (“Distributor B”).
Added
In addition, our UK subsidiary and our U.S. parent company each utilize their own distinct ERP platforms. We are in the process of implementing a centralized platform that will consolidate data from all these systems to ensure accurate and efficient financial reporting across the group. We aim to finalize this implementation by the end of 2026.
Removed
Based on the agreement, SkyPharm sells its own branded products Sky Premium Life® to final consumers through the e-commerce store opened by Distributor B on Tmall International MALL and Distributor B provides platform operation services to SkyPharm. The services provided by Distributor B include mall construction, mall operation and network promotion, along with collection, settlement, customer service, logistics and distribution.
Added
The Company has also integrated warehouse operating systems to manage the majority of transactional volume.
Removed
(f/k/a Kaneh Bosm Biotechnology Inc.) - Cannabis Distribution and Equity Agreement On March 19, 2018, the Company entered into a Distribution and Equity Acquisition Agreement (the “Distribution and Equity Acquisition Agreement”) with Marathon Global Inc. (“Marathon”), a company incorporated in the Province of Ontario, Canada.
Added
Under the Agreement, Pharmalink is responsible for all key functions, including sales and marketing, regulatory affairs, logistics, supply, and distribution of the Sky Premium Life® product line within the UAE.
Removed
Marathon was formed to be a global supplier of Cannabis, cannabidiol (“CBD”) and/or any Cannabis Extract products, extracts, ancillaries and derivatives (collectively, the “Products”). The Company was appointed the exclusive distributor of the Products initially throughout Europe and on a non-exclusive basis wherever else lawfully permitted.
Added
On September 28 and October 28, 2025, the Company entered into two separate exclusive distribution agreements for the distribution of its branded nutraceutical products under the “Sky Premium Life” brand in Kuwait and Jordan, respectively.
Removed
The Company has no present intention to distribute any Products under this Agreement in the United States or otherwise participate in cannabis operations in the United States. The Company intends to await further clarification from the U.S. Government on cannabis regulation prior to determining whether to enter the domestic market.
Added
Under the terms of the agreements, the distributors are required to pay 50% of the total order value upon placement of an order, with the remaining 50% payable upon notification by the Company that the order is ready and no later than five (5) days prior to the expected shipment date. 17 Table of Contents Employees & Human Capital As of December 31, 2025, we had a total of 163 full-time employees.
Removed
The above transaction closed on May 22, 2018 after the due diligence period, following which the Company received: (a) a 33 1/3% equity interest or 5 million shares in Marathon as partial consideration for the Company’s distribution services; and (b) received cash of CAD $2,000,000, subject to repayment in common shares of the Company if it failed to meet certain performance milestones.
Added
Of these, 13 were engaged in sales, 4 in procurement, 47 in warehouse services, 24 in logistics and transportation, 3 in quality assurance, 14 in finance and accounting, 2 in management, 4 in cleaning services, 18 in the call center, 9 in research and development, 24 in administrative support services, and 1 in information technology.
Removed
The Company was entitled to receive an additional CAD $2,750,000 upon the Company’s receipt of gross sales of CAD $6,500,000 and an additional CAD $2,750,000 upon receipt of gross sales of CAD $13,000,000. The Company was also given the right to nominate one director to the Marathon board of directors.
Removed
Since Marathon was a newly formed entity with no assets and no activity, the Company attributed no value to the 5 million shares in Marathon which was received as consideration for the distribution services.
Removed
The Distribution and Equity Acquisition Agreement was to remain in effect indefinitely unless Marathon fails to provide Market Competitive (as defined) product pricing and Marathon has not become profitable within five years of the agreement.
Removed
On March 20, 2023, the Company sent a termination notice to Marathon, which became effective on April 19, 2023 as a result of Marathon’s failure to satisfy these conditions.
Removed
The Company had accounted for its obligation to issue a variable number of the Company’s Common Shares as Share-settled debt obligation in accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), which was measured at fair value or the settlement amount of $1,554,590 (CAD $2 million).
Removed
Due to termination of the Distribution and Equity Acquisition Agreement, the Company recorded a gain on extinguishment of debt of $1,554,590 due to the write-off of the share settled debt obligation, for the 12-month period ended December 31, 2023. 16 Table of Contents Employees & Human Capital As of December 31, 2024, we had 149 full-time employees in total, of which 15 engaged in sales department, seven in procurement department, five in marketing department, 38 in warehouse services, 26 in logistics/transportation works, six in quality assurance, 12 in finance & accounting department, six in management, four in cleaning, nine in administration, 12 in call center, six in the R&D department and three in IT department.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCurrency exchange rate fluctuations could adversely affect our results of operation and financial condition In 2024, we recognized 100% percent of our net sales in markets outside the United States, the majority of which were recognized in each market’s respective local currency. We purchase inventory from companies in foreign markets, some of them in U.S. dollars.
Biggest changeCurrency exchange rate fluctuations could adversely affect our results of operation and financial condition In 2025, we recognized more than 98% of our net sales in markets outside the United States, while we commenced initial sales in the US through our Sky Premium Life nutraceutical brand, with the majority of revenues still generated outside the US., the majority of which were recognized in each market’s respective local currency.
The outcome is inherently uncertain and involves a high degree of risk due to the following factors, among others: · The process from early discovery to design and adequate implementation of clinical trials to regulatory approval can take many years and have high costs. · We may have difficulties recruiting and enrolling patients for clinical trials on a consistent basis. · Product candidates can and do fail at any stage of the process, including as the result of unfavorable pre-clinical and clinical trial results, or unfavorable new pre-clinical or clinical data and further analyses of existing pre-clinical or clinical data, including results that may not support further clinical development of the product candidate or indication. · We may need to amend our clinical trial protocols or conduct additional clinical trials under certain circumstances, for example, to further assess appropriate dosage or collect additional safety data. · We may not be able to meet anticipated pre-clinical or clinical endpoints, commencement and/or completion dates for our pre-clinical or clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates. · We may not be able to successfully address all the comments received from regulatory authorities such as the FDA and the EMA, or be able to obtain approval for new products and indications from regulators. 20 Table of Contents Regulatory approvals of our products depend on myriad factors, including regulatory determinations as to the product’s safety and efficacy.
The outcome is inherently uncertain and involves a high degree of risk due to the following factors, among others: · The process from early discovery to design and adequate implementation of clinical trials to regulatory approval can take many years and have high costs. · We may have difficulties recruiting and enrolling patients for clinical trials on a consistent basis. · Product candidates can and do fail at any stage of the process, including as the result of unfavorable pre-clinical and clinical trial results, or unfavorable new pre-clinical or clinical data and further analyses of existing pre-clinical or clinical data, including results that may not support further clinical development of the product candidate or indication. · We may need to amend our clinical trial protocols or conduct additional clinical trials under certain circumstances, for example, to further assess appropriate dosage or collect additional safety data. · We may not be able to meet anticipated pre-clinical or clinical endpoints, commencement and/or completion dates for our pre-clinical or clinical trials, regulatory submission dates, regulatory approval dates and/or launch dates. · We may not be able to successfully address all the comments received from regulatory authorities such as the FDA and the EMA, or be able to obtain approval for new products and indications from regulators. 21 Table of Contents Regulatory approvals of our products depend on myriad factors, including regulatory determinations as to the product’s safety and efficacy.
Inflation Reduction Act of 2022 (the “IRA”), includes several provisions that may impact our business to varying degrees, including provisions that reduce the out-of-pocket spending cap for Medicare Part D beneficiaries from $7,050 to $2,000 starting in 2025, thereby effectively eliminating the coverage gap; impose new manufacturer financial liability on certain drugs under Medicare Part D, allow the U.S. government to negotiate Medicare Part B and Part D price caps for certain high-cost drugs and biologics without generic or biosimilar competition; require companies to pay rebates to Medicare for certain drug prices that increase faster than inflation; and delay until January 1, 2032 the implementation of the U.S.
Inflation Reduction Act of 2022 (the “IRA”), includes several provisions that may impact our business to varying degrees, including provisions that reduce the out-of-pocket spending cap for Medicare Part D beneficiaries from $7,050 to $2,000 starting in 2025 (now effective), thereby effectively eliminating the coverage gap; impose new manufacturer financial liability on certain drugs under Medicare Part D, allow the U.S. government to negotiate Medicare Part B and Part D price caps for certain high-cost drugs and biologics without generic or biosimilar competition; require companies to pay rebates to Medicare for certain drug prices that increase faster than inflation; and delay until January 1, 2032 the implementation of the U.S.
Any such breach or unauthorized access could result in the unauthorized disclosure, misuse or loss of sensitive information and lead to significant legal and financial exposure, regulatory inquiries or investigations, loss of confidence by our sales force, disruption of our operations and damage to our reputation.
Any such breach or unauthorized access could result in unauthorized disclosure, misuse or loss of sensitive information and lead to significant legal and financial exposure, regulatory inquiries or investigations, loss of confidence by our sales force, disruption of our operations and damage to our reputation.
Our products, business practices and manufacturing activities are subject to extensive government regulations and could be subject to additional laws and regulations. 17 Table of Contents Taxation and transfer pricing could adversely affect our results of operations and financial condition We are subject to foreign tax and intercompany pricing laws, including those relating to the flow of funds between our U.S. parent company and our foreign subsidiaries.
Our products, business practices and manufacturing activities are subject to extensive government regulations and could be subject to additional laws and regulations. 18 Table of Contents Taxation and transfer pricing could adversely affect our results of operations and financial condition We are subject to foreign tax and intercompany pricing laws, including those relating to the flow of funds between our U.S. parent company and our foreign subsidiaries.
In addition, changes in and adverse actions by governments in foreign markets in which we do business could have a material adverse effect on our results of operations and financial condition. 18 Table of Contents Climate change and related legislation or regulations may adversely impact our business, including potential financial, operational and physical impacts .
In addition, changes in and adverse actions by governments in foreign markets in which we do business could have a material adverse effect on our results of operations and financial condition. 19 Table of Contents Climate change and related legislation or regulations may adversely impact our business, including potential financial, operational and physical impacts .
Such regulatory provisions did not have a material effect upon our results of operations or competitive position during the year ended December 31, 2024. Cybersecurity risks and the failure to maintain the integrity of data could expose us to data loss, litigation and liability, which could adversely affect our results of operations and financial condition.
Such regulatory provisions did not have a material effect upon our results of operations or competitive position during the year ended December 31, 2025. Cybersecurity risks and the failure to maintain the integrity of data could expose us to data loss, litigation and liability, which could adversely affect our results of operations and financial condition.
Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure, financial institutions or us, such developments could adversely affect our business, operating results and financial condition.
Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine and in the Middle East, including Iran. To the extent such attacks have collateral effects on global critical infrastructure, financial institutions or us, such developments could adversely affect our business, operating results and financial condition.
Geopolitical issues, conflicts and other global events could adversely affect our results of operations and financial condition Because our business is conducted outside of the United States, it is subject to global political issues and conflicts such as the current war in the Ukraine.
Geopolitical issues, conflicts and other global events could adversely affect our results of operations and financial condition Because our business is conducted outside of the United States, it is subject to global political issues and conflicts such as the current war in the Ukraine or the conflict in the Middle East.
In preparing our financial statements, we translate net sales and expenses in foreign countries from their local currencies into U.S. dollars using average annual exchange rates. Because our sales are in foreign countries, exchange rate fluctuations may have a significant effect on net sales and earnings.
We purchase inventory from companies in foreign markets, some of them in U.S. dollars. In preparing our financial statements, we translate net sales and expenses in foreign countries from their local currencies into U.S. dollars using average annual exchange rates. Because our sales are in foreign countries, exchange rate fluctuations may have a significant effect on net sales and earnings.
The annual average change in the harmonized index of consumer prices (HICP) in the EU during the period 2015-2024 was 2.52%. The high inflation has adversely affected our business due to the higher costs of purchasing raw materials, the higher transportation costs and the significantly increased operating costs.
The annual average change in the Harmonized Index of Consumer Prices (HICP) in the EU during the ten-year period from 2016 to 2025 was approximately 2.6%. Inflationary pressures in recent years have adversely affected our business due to higher costs for raw materials, increased transportation expenses, and higher overall operating costs.
At this time, it is difficult to assess the likelihood of such threat and any potential impact at this time. 19 Table of Contents Inflation and rising interest rates in the EU In December 2024, the EU annual inflation was at 2.4%, significantly lower, compared with 2023, when the annual inflation reached the highest level ever measured at 3.4%.
At this time, it is difficult to assess the likelihood of such threat and any potential impact at this time. 20 Table of Contents Inflation and rising interest rates in the EU In December 2025, the annual inflation rate in the European Union was approximately 2.3%, reflecting a continued moderation compared to the elevated inflation levels observed in prior years.
Development, regulatory approval & marketing of products The discovery and development of drugs, vaccines and biological products are time consuming, costly and unpredictable.
We are continuing to monitor these developments and assess their potential impact on our business, financial condition, and results of operations. Development, regulatory approval & marketing of products The discovery and development of drugs, vaccines and biological products are time consuming, costly and unpredictable.
If a product receives multiple rare disease designations or has multiple approved indications, it may not qualify for the orphan drug exemption. Although we do not have current sales in the United States, the effects of the IRA on any future business of ours and the healthcare industry in general is not yet known.
If a product receives multiple rare disease designations or has multiple approved indications, it may not qualify for the orphan drug exemption.
Removed
Moreover, the significant rise in the interest rates during 2023 may also adversely affect our business since all of our loan facilities carry floating interest rates and this may cause increased financing outflows.
Added
Although inflation has moderated during 2024 and 2025, cost levels across several categories remain elevated compared to historical averages. In addition, the significant increase in global benchmark interest rates in recent years has adversely affected our business, as substantially all of our loan facilities carry floating interest rates, which may result in increased financing costs and higher cash outflows.
Removed
In 2024 we noticed a slight decrease in the floating rates mostly affected by the interest rate cuts imposed by the Federal Reserve, however they are on average still significantly higher compared to all recent periods prior to 2023. Inflation Reduction Act of 2022 in the U.S. The U.S.
Added
During 2025, we observed a modest decline in floating benchmark rates following monetary policy easing by major central banks, including the Federal Reserve and the European Central Bank. However, interest rates remain, on average, higher than levels observed during most periods prior to the recent tightening cycle, which may continue to result in higher financing costs for the Company.
Added
Inflation Reduction Act of 2022 in the U.S. The U.S.
Added
Although we currently have limited sales in the United States, the effects of the IRA, including any regulatory action by the Trump Administration pertaining to the IRA, on any future business of ours and the healthcare industry in general is not yet known. Most-Favoured-Nation (MFN) Pricing and Section 232 Tariffs The U.S.
Added
Inflation Reduction Act of 2022 (the "IRA"), includes several provisions that may impact our business to varying degrees, including provisions that reduce the out-of-pocket spending cap for Medicare Part D beneficiaries from $7,050 to $2,000 starting in 2025 (now effective), thereby effectively eliminating the coverage gap; impose new manufacturer financial liability on certain drugs under Medicare Part D, allow the U.S. government to negotiate Medicare Part B and Part D price caps for certain high-cost drugs and biologics without generic or biosimilar competition; require companies to pay rebates to Medicare for certain drug prices that increase faster than inflation; and delay until January 1, 2032 the implementation of the U.S.
Added
Department of Health and Human Services (HHS) rebate rule that would have limited the fees that pharmacy benefit managers can charge. Further, under the IRA, orphan drugs are exempted from the Medicare drug price negotiation program, but only if they have one rare disease designation and for which the only approved indication is for that disease or condition.
Added
If a product receives multiple rare disease designations or has multiple approved indications, it may not qualify for the orphan drug exemption. The administration has also pursued Most-Favoured-Nation (MFN) pricing agreements, which seek to tie U.S. drug prices to the lowest prices paid by other developed nations.
Added
If implemented, MFN pricing could significantly reduce the prices we are able to charge for our products in the U.S. market, which could have a material adverse effect on our revenues and results of operations.
Added
Additionally, based on a Commerce Department investigation into national security risks arising from reliance on foreign-manufactured drugs, the administration is applying Section 232 of the Trade Expansion Act of 1962 to impose tariffs on pharmaceutical imports beginning in 2026. These tariffs could increase our cost of goods and disrupt our supply chain.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, the Company’s management reports to the Audit Committee on the Company’s and its subsidiaries’ strategies, risks, metrics and operations relating to cybersecurity and information security matters, including significant cybersecurity and information security-related projects and initiatives and related progress, the integration and alignment of such strategy with the Company’s overall business and strategy, and trends that may affect such strategy or operations. 21 Table of Contents In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Biggest changeAdditionally, the Company’s management reports to the Audit Committee on the Company’s and its subsidiaries’ strategies, risks, metrics and operations relating to cybersecurity and information security matters, including significant cybersecurity and information security-related projects and initiatives and related progress, the integration and alignment of such strategy with the Company’s overall business and strategy, and trends that may affect such strategy or operations.
Team leads from various departments of the Company have been identified under the Policy to report to the Company’s CFO overseeing the cybersecurity strategy as defined in the Policy. The management team includes members with IT backgrounds and relevant experience to guide our cybersecurity efforts.
Team leads from various departments of the Company have been identified under the Policy to report to the Company’s CFO on annual basis overseeing the cybersecurity strategy as defined in the Policy. The management team includes members with IT backgrounds and relevant experience to guide our cybersecurity efforts.
Added
We consider cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework. 22 Table of Contents In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe commencement of the lease was on September 25, 2020 at the rate of ₤3,500 ($4,473) per month. · The corporate offices of CANA SA are located at Konstantinoupoleos 19, 14122, Irakleio, Athens, Greece. The Company has a signed lease which is annually renewed. The monthly rate for this office amounts to €4,244 ($4,592).
Biggest changeThe lease commenced on September 25, 2020, at a monthly rate of £3,500 ($4,473). · CANA S.A. previously leased corporate office space located at Konstantinoupoleos 19, 14122, Irakleio, Athens, Greece. In late 2025, the company relocated its administrative offices to its wholly owned facility located at Irakleiou Street 443, Neo Irakleio, Athens, Greece, and no longer leases the Konstantinoupoleos premises.
The Company purchased the building for a total sum of $1,054,872 in cash, on April 24, 2023. Each of the above facilities is adequate for the Company’s current needs.
The Company purchased this building on April 24, 2023 for a total cash consideration of $1,054,872. Each of the above facilities is adequate for the Company’s current needs.
Item 2. Properties The Company rents and owns the below corporate offices and facilities: · U.S. corporate office is located at 141 W. Jackson Blvd, Suite 4236, Chicago, Illinois 60604. The first rent lease commenced in 2015 and has been amended several times throughout the years.
Item 2. Properties The Company rents and owns the following corporate offices and facilities: · The U.S. corporate office is located at 141 W. Jackson Blvd, Suite 4236, Chicago, Illinois 60604. The initial lease commenced in 2015 and has been amended several times since inception.
Additionally, CANA SA wholly owns a 54,000 sq. ft production facility located in Irekleio, Athens, Greece, which is s licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA) for the manufacture of pharmaceuticals, food supplements, cosmetics, biocides, and medical devices. · The offices of Cosmofarm are located at Gonata Stylianou 15, Peristeri, Attiki, Greece 12133.
The owned facility includes approximately 54,000 square feet of production and administrative space and is licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA) for the manufacture of pharmaceuticals, food supplements, cosmetics, biocides, and medical devices. · The offices of Cosmofarm are located at Gonata Stylianou 15, Peristeri, Attiki, Greece 12133.
The Company has signed a new lease for a three-year period which commenced on October 1, 2024 at the rate of €2,202 ($2,383) per month for this office. · The offices of Decahedron are located at Unit 14 Spice Green Centre, Flex Meadow, Harlow, CM19 5TR, Essex, U.K.
The Company entered into a new three-year lease commencing on October 1, 2024, at a monthly rate of €2,202 ($2,383). · The offices of Decahedron are located at Unit 14, Spice Green Centre, Flex Meadow, Harlow, CM19 5TR, Essex, United Kingdom.
The last amendment to that lease was on March 20, 2023 through July 31, 2025. The monthly rate is currently $831 per month. · Our Greece office and that of SkyPharm SA are located at 5 Agiou Georgiou Street, 55438, Pilea, Thessaloniki, Greece.
The most recent amendment was executed on March 17, 2025 and extends the lease term through October 31, 2028. The monthly rent is $1,280. · Our Greece office, as well as the office of SkyPharm S.A., is located at 5 Agiou Georgiou Street, 55438, Pilea, Thessaloniki, Greece.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Biggest changeOther than the matters described therein, we are not aware of any pending legal proceedings to which any of our officers, directors, or beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Added
Item 3. Legal Proceedings We are aware of certain legal proceedings, which are disclosed in Note 15 – Commitments and Contingencies to the financial statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+37 added−0 removed9 unchanged
Biggest changeA total of 2,500,000 shares were awarded and a corresponding share-based compensation expense of $366,644 was recorded for the year ended December 31, 2024, based on the amortization of fair value from the date of issuance of September 16, 2024, through December 31, 2024.
Biggest changeThe Company recorded share-based compensation expense of $366,644 for the year ended December 31, 2024, representing the amortization of the awards’ fair value from the grant date of September 16, 2024 through December 31, 2024. During the year ended December 31, 2025, the Company recorded additional share-based compensation expense of $1,262,500 related to these awards.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account. 23 Table of Contents In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account. 24 Table of Contents In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
The 2023 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 18, 2023. On September 16, 2024, the Company’s Board of Directors approved incentive stock awards for the CEO, the CFO, certain officers and directors and other key employees of the Company pursuant to the 2023 Plan.
The 2023 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 18, 2023. On September 16, 2024, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2023 Plan.
The 2022 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on December 2, 2022. On April 3, 2023, the Company approved incentive stock awards for the CFO, certain officers and directors and other employees of the Company.
The 2022 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on December 2, 2022. On April 3, 2023, the Company approved incentive stock awards pursuant to the 2022 Plan for its Chief Financial Officer, certain officers and directors, and other employees of the Company.
Holders of Our Common Stock As of April 15 2025, we had 27,284,658 shares of our common stock issued and 27,198,161 shares outstanding, held by approximately 626 stockholders of record. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of various broker-dealers and registered clearing agencies.
Holders of Our Common Stock As of April 14, 2026, we had 50,824,657 shares of our common stock issued and 50,738,160 shares outstanding, held by approximately 789 stockholders of record. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of various broker-dealers and registered clearing agencies.
On August 21, 2023, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”).
On September 23, 2024, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan (the “2024 Plan”).
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.
The awards were granted in the form of restricted stock and vested in two installments, with 50% vesting on October 2, 2023 and the remaining 50% vesting on October 2, 2024.
A total of 185,000 shares were awarded and a corresponding share-based compensation expense of $328,908 and $323,957 was recorded for the 12 months ended December 31, 2024 and 2023, respectively, based on the amortization of their fair value.
A total of 185,000 shares were granted under this program, and the Company recorded share-based compensation expense of $328,908 during the year ended December 31, 2024, representing the amortization of the awards’ fair value over the vesting period.
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.
The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on September 16, 2025 and the remaining 50% vesting on September 16, 2026. A total of 2,500,000 shares were granted under this program.
Added
During certain periods within the past three fiscal years, the market price of our common stock has been below $5.00.
Added
Although, as mentioned above, our common stock is currently listed on Nasdaq and thus exempt from the definition of a 'penny stock' under the SEC Rule 3a51-1, a delisting from Nasdaq would likely subject our shares to the SEC rules governing penny stocks.
Added
No share-based compensation expense related to these awards was recorded during the year ended December 31, 2025, as the awards were fully vested and the associated compensation cost had been fully amortized by October 2024. On August 21, 2023, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”).
Added
The 2024 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee.
Added
Subject to certain adjustments (as provided in Section 4.2 of the 2024 Plan) and exception (as provided in Section 5.6(b) of the 2024 Plan), the maximum number of shares reserved for issuance under the 2024 Plan (including incentive share options) is 3,500,000 shares.
Added
The 2024 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on November 19, 2024. 25 Table of Contents On August 5, 2025, the Board adopted, subject to stockholder approval, the Cosmos Health Inc. 2025 Omnibus Equity Incentive Plan (the “2025 Plan”).
Added
The 2025 Plan is designed to enable the flexibility to grant equity awards to our officers, employees, non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee.
Added
Subject to certain adjustments (as provided in Section 4.2 of the 2025 Plan) and exception (as provided in Section 5.6(b) of the 2025 Plan), the maximum number of shares reserved for issuance under the 2025 Plan (including incentive share options) is 6,000,000 shares.
Added
The 2025 Plan was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on September 30, 2025. On December 30, 2025, the Company’s Board of Directors approved incentive stock awards for the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees of the Company pursuant to the 2024 Plan.
Added
The awards were granted in the form of restricted stock and vest in two installments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. A total of 2,350,000 shares were granted under this program.
Added
No share-based compensation expense related to these awards was recorded for the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026. 2025 Common Stock Issuances During the period from September 22 to December 31, 2025, the Company issued an aggregate of 5,997,256 shares of its common stock under its At-the-Market (“ATM”) sales program, pursuant to the Company’s Shelf Registration Statement on Form S-3 (File No. 333-267550).
Added
The shares were sold for gross proceeds of $5,417,396 and net proceeds of $5,254,875, after deducting the underwriter’s commissions and other offering expenses. During the year ended December 31, 2025, the Company issued an aggregate of 3,654,841 shares of its common stock to Mr. Grigorios Siokas, the Company’s Chief Executive Officer, in settlement of outstanding obligations totaling $1,741,978.
Added
The obligations related to unpaid salaries and performance-based bonuses previously accrued and owed to Mr. Siokas. The shares were issued at the fair market value of the Company’s common stock on the respective dates of issuance. The transaction was accounted for as a non-cash settlement of related party liabilities.
Added
On December 31, 2025, the Company issued 451,385 shares of its common stock pursuant to a debt exchange agreement to fully settle the outstanding promissory note related to the Cloudscreen acquisition. The exchange resulted in the conversion of $293,400 of outstanding debt into equity at an exchange price of $0.65 per share.
Added
As the exchange price exceeded the Company’s closing stock price of $0.498 on the exchange date, the Company recognized a gain on debt extinguishment of $68,610 in connection with the transaction. Additional information regarding this obligation is included in Note 11 – Notes Payable.
Added
On December 30, 2025, the Company granted an aggregate of 2,350,000 shares of restricted common stock to the Chief Executive Officer, the Chief Financial Officer, certain officers and directors, and other key employees pursuant to the Cosmos Health Inc. 2024 Omnibus Equity Incentive Plan.
Added
The restricted shares vest in two equal instalments, with 50% vesting on December 31, 2026 and the remaining 50% vesting on December 31, 2027. No share-based compensation expense related to these awards was recognized during the year ended December 31, 2025, as amortization of the grant-date fair value will commence on January 1, 2026.
Added
During the period from November 24, 2025 through December 7, 2025, the Company issued an aggregate of 783,430 shares of its common stock upon the conversion of the Company’s May 2025 Convertible Promissory Notes (the “May 2025 Notes”), resulting in the full settlement of the notes.
Added
The conversions satisfied total obligations of $327,661, consisting of $310,000 of outstanding principal and $17,661 of accrued interest, in accordance with the conversion terms of the May 2025 Notes. The conversions were completed pursuant to the provisions of the respective note agreements.
Added
Further information regarding the May 2025 Notes is included in Note 12 – Convertible Debt. 26 Table of Contents On September 5, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 300,000 shares of its common stock in exchange for stock awareness, investor relations, and digital marketing services.
Added
The shares carry full voting rights and vest at a rate of 150,000 shares per month over the 2-month term of the agreement. The fair value of the shares on the issuance date was $0.649 per share, resulting in a total fair value of $194,700.
Added
During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $194,700 in the consolidated statements of operations.
Added
On August 5, 2025, the Company issued an additional 500,000 shares of common stock (the “Incentive Stock”) to the lender of the June 9, 2025 secured convertible loan agreement as incentive consideration in connection with the lender’s agreement to subordinate its position to another senior convertible note.
Added
The fair value of the Incentive Stock on the issuance date was $0.878 per share, resulting in a total fair value of $439,000. This amount was recognized in “Change in fair value of convertible notes” in the consolidated statement of operations for the year ended December 31, 2025.
Added
On July 24, 2025, the Company entered into a marketing services agreement with a third-party advisor, pursuant to which it issued 169,549 shares of its common stock in exchange for marketing and distribution services. The shares carry full voting rights and vest at a rate of 28,258 shares per month over the 6-month term of the agreement.
Added
In accordance with the terms of the agreement, if the Company terminates the arrangement, any unvested shares as of the termination date will be subject to clawback. The fair value of the shares on the issuance date was $0.5898 per share, resulting in a total fair value of $100,000.
Added
During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $83,333 in the consolidated statements of operations. On July 1, 2025, the Company entered into a consulting agreement with a third-party advisor, pursuant to which it issued 240,000 shares of its common stock in exchange for general advisory services.
Added
The shares carry full voting rights and vest at a rate of 20,000 shares per month over the 12-month term of the agreement. In accordance with the terms of the agreement, if the Company terminates the arrangement under Section 19 (Termination), any unvested shares as of the termination date will be subject to clawback.
Added
The fair value of the shares on the issuance date was $0.3939 per share, resulting in a total fair value of $94,536. During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $39,390 in the consolidated statements of operations.
Added
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.
Added
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.
Added
The fair value of the Commitment Stock on the issuance date was determined to be $0.48 per share, resulting in a total fair value of $156,196 This amount was recognized as other finance costs, included in “Non-cash interest expense” in the consolidated statement of operations for the year ended December 31, 2025.
Added
On June 3, 2025 (the “Effective Date”), the Company issued 150,000 shares of its common stock to a consultant in consideration for such consultant’s business advisory services. The shares were earned in full as of the Effective Date.
Added
The fair value of the shares on issuance was $0.458 per share, resulting in a total expense of $68,700, which has been recognized in the consolidated statement of operations. The consultant provides non-exclusive business advisory services, including guidance on growth strategies and networking with its contacts for general business purposes.
Added
On September 26, 2024, the Company had entered into a Warrant Inducement Letter with an investor pursuant to which the Company issued 9,748,252 new warrants (the “New Warrants”) and reduced the exercise price of 4,874,126 warrant shares from $1.45 to $0.8701 to induce exercise and receive gross cash proceeds of $4,240,977 (the “Original Warrants”).
Added
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.
Added
The 2,542,126 shares were issued on January 28, 2025, but were already valued in the year ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+81 added−59 removed51 unchanged
Biggest changeThe combination of these factors contributed to the overall revenue growth for the period. 27 Table of Contents Our future revenue growth will continue to be affected by various factors such as industry growth trends, including drug utilization, the introduction of new innovative brand therapies, the likely increase in the number of generic drugs that will be available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers and the rate of conversion from brand products to those generic drugs, price increases and price deflation, general economic conditions in 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.
Biggest changeOur future revenue growth will continue to be affected by various factors such as industry growth trends, including drug utilization, the introduction of new innovative brand therapies, the likely increase in the number of generic drugs available over the next few years as a result of the expiration of certain drug patents held by brand-name pharmaceutical manufacturers, price increases and price deflation, general economic conditions in the member states of the European Union, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third-party reimbursement rates to our customers, and changes in government rules and regulations. 30 Table of Contents Cost of Goods Sold For the year ended December 31, 2025, our cost of goods sold ("COGS") was $57,376,240, representing a 14.5% increase compared to $50,115,079 for the prior fiscal year ended December 31, 2024.
On January 31, 2023, the Company paid $1,100,000 to the Fund under a full and final settlement agreement for the USD Loan, recording a gain on extinguishment of debt of $306,637 relating to the waiver of the unpaid balance. Additionally, the Company repaid €50,000 ($50,310) of the EURO Loan during the year ended December 31, 2023.
On January 31, 2023, the Company paid $1,100,000 to the Fund under a full and final settlement agreement for the USD Loan, recording a gain on extinguishment of debt of $306,637 relating to the waiver of the unpaid balance. Additionally, the Company repaid €50,000 ($50,310) of the EURO Loan during the year ended December 31, 2024.
The Company is subject to a number of risks to those of smaller commercial companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the need to obtain additional capital, competition from larger companies, and other pharmaceutical and health care companies.
The Company is subject to a number of risks similar to those of smaller commercial companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the need to obtain additional capital, competition from larger companies, and other pharmaceutical and health care companies.
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.
The Company has net operating loss carry-forwards in our parent, Cosmos Health Inc., which are applicable to future taxable income in the United States (if any). Additionally, the Company has income tax liabilities in the United Kingdom and Greece. The income tax assets and liabilities are not able to be netted.
We 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. 26 Table of Contents 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.
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. 29 Table of Contents 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.
All dollar amounts in this registration statement refer to U.S. dollars unless otherwise indicated. 25 Table of Contents 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.
All dollar amounts in this registration statement refer to U.S. dollars unless otherwise indicated. 28 Table of Contents 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 terms remained the same except interest accrues at 5.5% per annum plus one-month Euribor 3.869% as of December 31, 2023. The principal was scheduled to be repaid in a total of five quarterly installments beginning October 31, 2021 of €50,000 ($54,600) each with a final repayment of €1,800,000 ($1,965,600) payable on October 31, 2022.
The terms remained the same except interest accrues at 5.5% per annum plus one-month Euribor 3.869% as of December 31, 2024. The principal was scheduled to be repaid in a total of five quarterly installments beginning October 31, 2021 of €50,000 ($54,600) each with a final repayment of €1,800,000 ($1,965,600) payable on October 31, 2022.
Management’s plans include expansion of brand name products to the market, expanding the current product portfolio, and evaluating acquisition targets to expand distribution. The exclusive distribution agreement signed for its Sky Premium Life products in the United Arab Emirates (“UAE”) and the significant orders already received, are expected to substantially strengthen its operating cash flow.
Management's plans include expansion of brand name products to the market, expanding the current product portfolio, and evaluating acquisition targets to expand distribution. The exclusive distribution agreement signed for its Sky Premium Life products in the United Arab Emirates ("UAE") and the significant orders already received are expected to substantially strengthen its operating cash flow.
Pursuant to the terms of the agreement, there is a nine-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 18 quarterly installments of €27,778 commencing three months from the end of the grace period During the year ended December 31, 2023, the Company repaid €105,747 ($109,459) of the principal.
Pursuant to the terms of the agreement, there is a nine-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 18 quarterly installments of €27,778 commencing three months from the end of the grace period During the year ended December 31, 2025, the Company repaid €105,747 ($109,459) of the principal.
Interest on both the EURO Loan and USD Loan commenced on October 1, 2018, at 6% per annum plus one-month Euribor (3.869% as of December 31, 2023), and 6% plus one-month LIBOR (5.47% as of date of December 31, 2023), respectively. On December 30, 2020, the Company transferred the EURO Loan to a new third-party lender.
Interest on both the EURO Loan and USD Loan commenced on October 1, 2018, at 6% per annum plus one-month Euribor (3.869% as of December 31, 2024), and 6% plus one-month LIBOR (5.47% as of date of December 31, 2024), respectively. On December 30, 2020, the Company transferred the EURO Loan to a new third-party lender.
Losses may also be subject to limitation under certain rules regarding change of ownership. 38 Table of Contents Accounts Receivable and Allowance for Credit Losses The Company follows ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”) to estimate the allowance for doubtful accounts.
Losses may also be subject to limitation under certain rules regarding change of ownership. 44 Table of Contents Accounts Receivable and Allowance for Credit Losses The Company follows ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”) to estimate the allowance for doubtful accounts.
The note matures on July 31, 2029 and bears an annual interest rate of 2.58% plus the 3-month Euribor (2.92% as of December 31, 2024). Pursuant to the agreement, there is a six-month grace period for principal and interest repayment. The principal is to be repaid in 18 equal quarterly installments of €22,222 commencing on April 30, 2025.
The note matures on July 31, 2029 and bears an annual interest rate of 2.58% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a six-month grace period for principal and interest repayment. The principal is to be repaid in 18 equal quarterly installments of €22,222 commencing on April 30, 2025.
As of December 31, 2022, the Company had accrued $309,365 in interest expense related to these agreements. 35 Table of Contents On December 21, 2022, the USD Loan was assigned to GIB Fund Solutions ICAV (the “Fund”).
As of December 31, 2022, the Company had accrued $309,365 in interest expense related to these agreements. 41 Table of Contents On December 21, 2022, the USD Loan was assigned to GIB Fund Solutions ICAV (the “Fund”).
Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC. Presentation of Information As used in this prospectus, the terms “we,” “us” “our” and the “Company” mean Cosmos Health Inc. unless the context requires otherwise.
Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC. Presentation of Information As used in this prospectus, the terms “we,” “us” “our” “Cosmos”, “Cosmo Health” and the “Company” mean Cosmos Health Inc. unless the context requires otherwise.
The note matures on November 18, 2025 and bears an annual interest rate, based on a 360-day year, of 3% plus 0.6% plus 6-month Euribor when Euribor is positive (2.68% as of December 31, 2024). The principal is to be repaid in 18 quarterly installments of €27,778 ($30,333).
The note matures on November 18, 2025 and bears an annual interest rate, based on a 360-day year, of 3% plus 0.6% plus 6-month Euribor when Euribor is positive (2.12% as of December 31, 2025). The principal is to be repaid in 18 quarterly installments of €27,778 ($30,333).
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. Foreign Currency.
The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Income Taxes.
The note matures on August 5, 2026 and bears an annual interest rate that applies to 60% of the principal of the note that is based on a 365-day year, of 5.84% plus 3-month Euribor when Euribor is positive (2.92% as of December 31, 2023).
The note matures on August 5, 2026 and bears an annual interest rate that applies to 60% of the principal of the note that is based on a 365-day year, of 5.84% plus 3-month Euribor when Euribor is positive (2.06% as of December 31, 2025).
Off Balance Sheet Arrangements As of December 31, 2024, there were no off-balance sheet arrangements. 37 Table of Contents Critical Accounting Policies and Estimates In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management’s Discussion and Analysis.
Off Balance Sheet Arrangements As of December 31, 2025, there were no off-balance sheet arrangements. 43 Table of Contents Critical Accounting Policies and Estimates In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management’s Discussion and Analysis.
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.
We record valuation reserves on an annual basis for merchandise damage, expired and defective returns and merchandise items with slow-moving or obsolescence exposure. These reserves are estimates of a reduction in value to reflect inventory valuation at the lower of cost or market.
Going Concern The Company’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the continuation of the Company as a going concern.
Going Concern The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which contemplates the continuation of the Company as a going concern.
July 14, 2023 Debt Agreement On July 14, 2023, the Company entered into an agreement with a third-party lender in the principal amount of €1,000,000 ($1,123,700). The note matures on July 31, 2028, and bears an annual interest rate of 2.46% plus the 3-month Euribor (2.92% as of December 31, 2024).
July 14, 2023 Debt Agreement On July 14, 2023, the Company entered into an agreement with a third-party lender in the principal amount of €1,000,000 ($1,123,700). The note matures on July 31, 2028, and bears an annual interest rate of 4.1% plus the 3-month Euribor (2.06% as of December 31, 2025).
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. 31 Table of Contents Liquidity and Capital Resources As of December 31, 2024, the Company had negative working capital of $296,193, compared to a positive working capital of $12,285,310 as of December 31, 2023.
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. 35 Table of Contents Liquidity and Capital Resources Working Capital As of December 31, 2025, the Company had positive working capital of $116,412, compared to negative working capital of $296,193 as of December 31, 2024.
This extension was agreed upon in writing on December 22, 2022, with a retroactive modification date to October 31, 2022 (the original maturity date). As of December 31, 2023, the Company had an outstanding principal balance of €1,725,000 ($1,908,195), of which $1,327,440 is classified as “Notes payable - long term portion” on the consolidated balance sheets.
This extension was agreed upon in writing on December 22, 2022, with a retroactive modification date to October 31, 2022 (the original maturity date). As of December 31, 2024, the Company had an outstanding principal balance of €1,350,000 ($1,397,385) all of which $1,327,440 was classified as “Notes payable - long term portion” on the consolidated balance sheets.
Pursuant to the agreement, there is a nine-month grace period for interest and principal repayment. The principal is to be repaid in 18 equal quarterly installments of €55,556 commencing on May 2, 2024. During the year ended December 31, 2024, the Company repaid €162,950 ($168,670) of the principal.
Pursuant to the agreement, there is a nine-month grace period for interest and principal repayment. The principal is to be repaid in 18 equal quarterly installments of €55,556 commencing on May 2, 2024. During the year ended December 31, 2025, the Company repaid €217,267 ($254,984) of the principal.
December 20, 2024 Debt Agreement On December 20, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($414,040). The note matures on December 20, 2027, and bears an annual interest rate of 6% (including the 3-month Euribor of 2.92% as of December 31, 2024).
December 20, 2024 Debt Agreement On December 20, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($414,040). The note matures on December 20, 2027 and bears an annual interest rate of 2.5% plus an additional rate of 0.60% plus the 3-month Euribor (2.06% as of December 31, 2025).
Pursuant to the agreement, there is a six-month grace period for principal repayment. The principal is to be repaid in 6 equal semiannual installments of €66,667 commencing on June 20, 2025. During the 12 months ended December 2024, the Company repaid no principal and had not accrued any interest.
Pursuant to the agreement, there is a six-month grace period for principal repayment. The principal is to be repaid in 6 equal semiannual installments of €66,667 commencing on June 20, 2025. During the 12 months ended December 2025, the Company repaid principal of €133,333($156,480).
As of December 31, 2024, the Company had accrued interest of €15,778 ($16,332), principal of €206,343 ($213,585), of which $94,612 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets.
As of December 31, 2025, the Company had accrued interest of €20,038 ($23,517), principal of €90,345 ($106,029), of which $0 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024, the Company had accrued interest of €15,778 ($16,332), principal of €206,343 ($213,585).
As of December 31, 2024, and December 31, 2023, the Company an outstanding balance of €400,000 ($414,040) and €0 ($0), of which $276,027 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.
As of December 31, 2025, and December 31, 2024, the Company an outstanding balance of €266,667 ($312,960) and €400,000 ($414,040), of which $156,480 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.
During the 12-month period ended December 31, 2023, the Company had an outstanding principal balance under these loans of $13,257 in loans payable to Grigorios Siokas. As of December 31, 2024, the Company had an outstanding principal balance of $8,594 related to this payable.
During the 12-month period ended December 31, 2024, the Company had an outstanding principal balance under these loans of $13,257 in loans payable to Grigorios Siokas. As of December 31, 2025, the Company had an outstanding principal balance of $0 related to this payable. During the 12-month period ended December 31, 2025, there were no additional receipts regarding this loan.
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 total purchase price amounted to $637,080 and consisted of 280,000 shares of the Company's common stock with a fair value of $319,200 and $317,880 to be settled in cash pursuant to the Promissory Note signed on October 10, 2023. During the year ended December 31, 2025, the Company repaid $22,421 of the outstanding balance.
The total amount of the initial proceeds was received in three equal monthly installments. The note is interest bearing from the date of receipt and is payable every three months at an interest rate of 3.06% plus 3-month Euribor (2.92% as of December 31, 2024).
The note is interest bearing from the date of receipt and is payable every three months at an interest rate of 3.06% plus 3-month Euribor (2.06% as of December 31, 2025).
For the detailed foreign exchange rates used to translate these balances, please refer to “Note 2 – Summary of Significant Accounting Policies” under the section “Foreign Currency Translation and Other Comprehensive Loss”. · The deemed dividend for the year ended December 31, 2024 amounted to $6,195,024, relating to the Warrant Inducement Letter dated September 26, 2024.
For the detailed foreign exchange rates used to translate these balances, please refer to Note 2 – Summary of Significant Accounting Policies under the section "Foreign Currency Translation and Other Comprehensive Income/(Loss)." · Deemed Dividends: No deemed dividends were recorded for the year ended December 31, 2025, compared to deemed dividends of $6,195,024 recorded for the year ended December 31, 2024, which were primarily associated with the Warrant Inducement Letter dated September 26, 2024.
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.
Cloudscreen is a multimodal platform specialized in drug repurposing, a process that involves identifying new target proteins or indications for existing drugs for use in treating different diseases.
The outstanding balance was €88,235 ($91,232) and €205,882 ($227,747) as of December 31, 2024 and 2023, respectively, of which $91,232 and $97,606 was classified as “Notes payable – long-term portion” respectively, on the accompanying consolidated balance sheets. During the year ended December 31, 2024, the Company repaid €117,647 ($121,776) of the principal balance.
The outstanding balance was €0 ($0) and €88,235 ($91,332) as of December 31, 2025 and 2024, respectively, of which $0 and $91,332 was classified as “Notes payable – long-term portion” respectively, on the accompanying consolidated balance sheets. During the year ended December 31, 2025, the Company repaid €88,235 ($103,553) of the principal balance.
Management is confident that the Company’s current liquidity position, along with its ongoing financing and investment strategies, will enable it to meet its financial obligations and continue its growth trajectory in the coming periods.
Management is confident that the Company’s current liquidity position, along with its ongoing financing and investment strategies, will enable it to meet its financial obligations and continue its growth trajectory in the coming periods. Debt Obligations June 23, 2020 Debt Agreement On June 23, 2020, the Company’s subsidiary, Cosmofarm, entered into an agreement with the National Bank of Greece S.A.
Results of Operations Year ended December 31, 2024 versus December 31, 2023 For the year ended December 31, 2024, the Company had a net loss of $16,183,018 on revenue of $54,426,402, versus a net loss of $18,542,654 on revenue of $53,376,874, for the year ended December 31, 2023.
Results of Operations Year ended December 31, 2025 versus December 31, 2024 For the year ended December 31, 2025, the Company had a net loss of $19,144,998 on revenue of $65,271,815, versus a net loss of $16,183,018 on revenue of $54,426,402, for the year ended December 31, 2024.
However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually secure other sources of financing and attain profitable operations. Considering the above, management is of the view that substantial doubt exists for the Company's ability to continue as a going concern.
As of December 31, 2024, and December 31, 2023, the Company had an outstanding balance of $279,348 and $317,880 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).
As of December 31, 2025, the Company had no remaining outstanding balance related to this obligation, compared to an outstanding balance of $279,348 as of December 31, 2024. July 29, 2024 Debt Agreement On July 29, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($432,760).
Revenue For the 12-month period ended December 31, 2024, the Company’s total revenue increased by 1.97%, reaching $54,426,402, compared to $53,376,874 for the prior year period ended December 31, 2023.
Revenue For the twelve-month period ended December 31, 2025, the Company's total revenue increased by 19.9%, reaching $65,271,815, compared to $54,426,402 for the prior year period ended December 31, 2024.
During the 12 months ended December 31, 2024, the Company repaid no principal and accrued interest of €5,957 ($6,445). As of December 31, 2024, and December 31, 2023, the Company had an outstanding balance of €400,000 ($414,040) and €0 ($0), of which $345,033 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.
During the year ended December 31, 2025, the Company repaid principal of €44,444 ($52,160). As of December 31, 2025, and December 31, 2024, the Company had an outstanding balance of €355,556 ($417,080) and €400,000 ($414,040) of which $312,960 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.
For the years ended December 31, 2024 and 2023, the Company recorded a foreign currency translation gain of $725 and a loss of $371, respectively. Significant Equipment We do not intend to purchase any significant equipment for the next 12 months aside from a few pieces of IT equipment.
As of December 31, 2024 and 2023, the Company had a principal balance of €10,200 ($11,971) and €10,200 ($10,558), respectively. The above balances are adjusted for the foreign currency rate as of the balance sheet date. Significant Equipment We do not intend to purchase any significant equipment for the next 12 months aside from a few pieces of IT equipment.
Management’s plans also include postponing certain debt repayments, through achieving favorable amendments to its debt facilities and in parallel intends to make substantial efforts to receive additional debt financing. Moreover, the Company’s management is considering of postponing certain repayments of suppliers and creditors.
Management's plans also include postponing certain debt repayments through achieving favourable amendments to its debt facilities and making substantial efforts to secure additional debt financing. Additionally, the Company's management is considering postponing certain repayments to suppliers and creditors as necessary. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
Pursuant to the agreement, there is a 12-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 17 equal quarterly installments of €18,824. During the year ended December 31, 2024, the Company repaid €80,000 ($82,808) of the principal.
The principal is to be repaid in 17 equal quarterly installments of €18,824. During the year ended December 31, 2025, the Company repaid €80,000 ($93,888) of the principal.
During the 12-month period ended December 31, 2024, the Company received $46,232 and repaid $49,842 of such loans. Grigorios Siokas is the Company’s CEO and a principal shareholder and is hence considered a related party to the Company. Dimitrios Goulielmos On November 21, 2014, the Company entered into an agreement with Dimitrios Goulielmos, as amended on November 4, 2016.
Grigorios Siokas is the Company’s CEO and a principal shareholder and is hence considered a related party to the Company. Dimitrios Goulielmos On November 21, 2014, the Company entered into an agreement with Dimitrios Goulielmos, as amended on November 4, 2016. Pursuant to the amendment, this loan has no maturity date and is non-interest bearing.
The significant fluctuation in the unrealized foreign currency results was the primary factor influencing the difference in comprehensive loss between the two years. For a comprehensive understanding of the key accounting policies and assumptions underlying these changes, readers are encouraged to review the relevant Notes to the Financial Statements, as indicated above.
The combination of the above factors, most notably the elimination of deemed dividends and the favorable foreign currency translation swing, drove the overall improvement in total comprehensive loss year-over-year. For a comprehensive understanding of the key accounting policies and assumptions underlying these changes, readers are encouraged to review the relevant Notes to the Financial Statements as indicated above.
Below is an analysis per category of our inventories as of December 31, 2024 and 2023: Product Categories December 31, 2024 December 31, 2023 Pharmaceuticals 3,113,558 3,417,039 Parapharmaceuticals 987,214 1,030,878 Manufacturing products 40,588 160,436 Raw materials 226,500 275,919 Dairy products 21,320 21,017 Veterinary medicine 995 13,872 Other 297,565 225,098 Less provisions (332,375 ) (355,205 ) Total 4,355,365 4,789,054 39 Table of Contents Recently Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued final guidance which requires disaggregated disclosures of certain categories of expenses that are included in expense line items on the face of the income statement.
Below is an analysis per category of our inventories as of December 31, 2025 and 2024: Product Categories December 31, 2025 December 31, 2024 Pharmaceuticals 4,599,638 3,113,558 Parapharmaceuticals 1,133,686 987,214 Manufacturing products 4,254 40,588 Raw materials 235,785 226,500 Dairy products 38,359 21,320 Veterinary medicine 1,265 995 Other 142,003 297,565 Less provisions (376,848 ) (332,375 ) Total 5,778,142 4,355,365 45 Table of Contents Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
As of December 31, 2024 and 2023 the Company has accrued interest of €8,352 ($8,645)and €11,043 ($12,215), respectively, and an outstanding balance of €180,000 ($186,318) of which $103,510 and $204,322, respectively, are classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets.
As of December 31, 2025 the Company had accrued interest of €4,262 ($5,002) and an outstanding balance of €100,000 ($117,360) of which $23,472 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024 the outstanding balance was €180,000 ($186,318).
COVID-19 Government Loans May 12, 2020 Loan On May 12, 2020, the Company’s subsidiary, SkyPharm, was granted loan from the Greek government and, on May 22, 2020, received the amount of €300,000 ($366,900). The loan would be repaid in 40 equal monthly installments beginning on July 29, 2022.
For the year ended December 31, 2025, the Company had accrued $113,962, in interest expense related to these agreements. COVID-19 Government Loans May 12, 2020 Loan On May 12, 2020, the Company’s subsidiary, SkyPharm, was granted loan from the Greek government and, on May 22, 2020, received the amount of €300,000 ($366,900).
As no similar transactions occurred during the year ended December 31, 2024, no such gains were recognized in the current period. 29 Table of Contents Unrealized Foreign Currency Losses & Deemed Dividends For the year ended December 31, 2024, the Company recorded a net comprehensive loss of $24,093,129, compared to a net comprehensive loss of $25,071,043 for the year ended December 31, 2023.
Unrealized Foreign Currency Losses & Deemed Dividends For the year ended December 31, 2025, the Company recorded a total comprehensive loss of $16,678,564, compared to a total comprehensive loss of $24,093,129 for the year ended December 31, 2024.
This growth was primarily driven by the following factors: · Wholesale Revenue Growth: The revenue increase was largely attributable to our subsidiary Cosmofarm SA, which experienced higher sales following the acquisition of several customer bases.
This growth was primarily driven by the following factors: · Wholesale Revenue Growth: The revenue increase was largely attributable to our subsidiary Cosmofarm S.A., which experienced higher sales following the expansion into new distribution channels added during 2024 and 2025, contributing to an approximately 15% increase in wholesale revenues.
As of December 31, 2024, the Company had an outstanding principal balance of €1,350,000 ($1,397,385), all of which $1,086,638 is classified as “Notes payable” on the consolidated balance sheets. For the 12 months ended December 31, 2024, the Company had accrued $155,822, in interest expense related to these agreements.
The Company repaid €300,000 ($352,080) of the EURO Loan during the 12 months ended December 31, 2025. As of December 31, 2025, the Company had an outstanding principal balance of €1,050,000 ($1,232,280), all of which is classified as “Notes payable” on the consolidated balance sheets.
As a result of these expense changes, our net operating loss for the year ended December 31, 2024 was $15,544,830, representing an improvement of $6,286,387 (28.8%) compared to a net operating loss of $21,831,217 for the year ended December 31, 2023. 28 Table of Contents Other Income (expense), net For the year ended December 31, 2024, the Company reported other income of $86,737, compared to other expense of $65,867 for the year ended December 31, 2023.
Loss from Operations As a result of the foregoing, our loss from operations for the year ended December 31, 2025 was $16,703,604, representing an increase of $1,158,774, or 7.5%, compared to a loss from operations of $15,544,830 for the year ended December 31, 2024. 32 Table of Contents Other Income (expense), net For the year ended December 31, 2025, the Company recorded other expense, net of $233,443, compared to other income, net of $86,737 for the year ended December 31, 2024.
June 24, 2020 Debt Agreement On June 24, 2020, the Company’s subsidiary, Decahedron, received a loan £50,000 ($68,310) from the UK government. The loan has a ten-year maturity and bears interest at a rate of 2.5% per annum beginning 12 months after the initial disbursement, which was on July 10, 2020.
The loan has a ten-year maturity and bears interest at a rate of 2.5% per annum beginning 12 months after the initial disbursement, which was on July 10, 2020. The Company may prepay this loan without penalty at any time. As of December 31, 2025, the principal balance was £34,330 ($46,164).
This transaction resulted in gross cash proceeds of $4,240,977. 32 Table of Contents Liquidity Outlook The Company’s financing activities in 2024 have enabled it to access additional funds through debt and equity financing, which will support its ongoing investments and operational growth.
In contrast, the prior year financing activities of $5,046,684 were primarily driven by $4,240,977 in proceeds from the exercise of warrants pursuant to the Warrant Inducement Agreement entered into in September 2024, modest ATM proceeds, and net proceeds from lines of credit and notes payable, partially offset by debt repayments and financing fees. 37 Table of Contents Liquidity Outlook The Company’s financing activities in 2025 have enabled it to access additional funds through debt and equity financing, which will support its ongoing investments and operational growth.
June 9, 2022 Debt Agreement On June 9, 2022, the Company entered into an agreement with a third-party lender in the principal amount of €320,000 ($335,008). The note matures on June 16, 2027 and bears an annual interest rate of 3.89% plus an additional rate of 0.60%, plus the 3-month Euribor (2.92% as of December 31, 2024).
During the year ended December 31, 2025, the Company repaid €115,998 ($136,135) of the principal. June 9, 2022 Debt Agreement On June 9, 2022, the Company entered into an agreement with a third-party lender in the principal amount of €320,000 ($335,008).
June 23, 2020 Debt Agreement On June 23, 2020, the Company’s subsidiary, Cosmofarm, entered into an agreement with the National Bank of Greece S.A. (the “Bank”) to borrow a maximum of €500,000 ($611,500). The note has a maturity date of 60 months from the date of the first disbursement, which includes a grace period of nine months.
(the “Bank”) to borrow a maximum of €500,000 ($611,500). The note has a maturity date of 60 months from the date of the first disbursement, which includes a grace period of nine months. The total amount of the initial proceeds was received in three equal monthly installments.
The decrease in net cash is primarily due to the operating cash outflows during the period, reflecting the Company's ongoing investment in key operational activities. For the year ended December 31, 2024, the Company used net cash of $7,717,034 in operating activities, compared to net cash used of $15,635,999 for the year ended December 31, 2023.
For the year ended December 31, 2025, the Company used net cash of $8,447,614 in operating activities, compared to net cash used of $7,717,034 for the year ended December 31, 2024, representing an increase in cash outflows of $730,580.
During the year ended December 31, 2024, the Company repaid €111,111 ($115,011) of the principal and as of December 31, 2024, the Company has accrued interest of €7,570 ($7,836) related to this note and a principal balance of €111,111 ($115,011), all of which is classified as “Notes payable” on the accompanying consolidated balance sheets. 33 Table of Contents January 7, 2021 Convertible Promissory Note On January 7, 2021 (the “Issue Date”), the Company entered into a subscription agreement with an unaffiliated third party, whereby the Company issued, for a purchase price of $100,000 in principal amount, a convertible promissory note (the “Convertible Promissory Note”).
During the year ended December 31, 2025, the Company repaid €111,111 ($130,400) of the principal and as of December 31, 2025, the Company had accrued interest of €3,387 ($3,975) related to this note and an outstanding principal balance of €0 ($0) and €111,111 ($115,011) as of December 31, 2025 and December 31 2024, respectively. 38 Table of Contents 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).
In 2024, however, due to the significant allowance already recorded in 2023 and the limited level of new sales activity with Medihelm during the current year, management determined that this adjustment was no longer required. As such, the Company reversed the previously recorded charge, resulting in an increase to other income.
The prior year other income of $86,737 was primarily attributable to the reversal of a previously recorded adjustment related to cumulative discounted sales to Medihelm S.A., the exclusive distributor of the Company's proprietary line of nutraceutical products, which management determined was no longer required given the significant allowance already recorded and the limited level of new sales activity with Medihelm during that period.
It is management’s opinion that 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. 30 Table of Contents The Company’s revenues are not able to sustain its operations, and concerns exist regarding the Company’s ability to meet its obligations as they become due.
The Company's revenues are not able to sustain its operations, and concerns exist regarding the Company's ability to meet its obligations as they become due.
As of December 31, 2023, the Company had an outstanding principal balance of €1,725,000 ($1,908,195), of which $1,327,440 is classified as “Notes payable – long term portion” on the consolidated balance sheets. As of December 31, 2023, the Company had accrued $161,274 in interest expense related to these agreements.
As of December 31, 2025 the Company has accrued interest of €28,702 ($33,685) and an outstanding balance of €630,000 ($739,368), of which $575,064 (€490,000), is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.as of December 31, 2025.
This change in net comprehensive loss was primarily due to the unrealized foreign currency translation loss and a change in deemed dividends, as detailed below: · The unrealized foreign currency translation loss for the year ended December 31, 2024 amounted to $1,715,087, compared to an unrealized foreign currency translation gain of $712,791 for the same period in 2023.
The improvement was primarily attributable to the following factors: · Foreign Currency Translation Adjustment: For the year ended December 31, 2025, the Company recorded an unrealized foreign currency translation gain of $2,466,434, compared to an unrealized foreign currency translation loss of $1,715,087 for the year ended December 31, 2024.
The Company’s investment strategy continues to focus on expanding its business through organic growth and selective acquisitions of companies and licenses. Cash Flow from Financing Activities For the year ended December 31, 2024, the Company generated $5,046,684 in net cash from financing activities, compared to $12,694,007 for the year ended December 31, 2023.
Cash Flow from Financing Activities For the year ended December 31, 2025, the Company generated $14,056,091 in net cash from financing activities, compared to $5,046,684 for the year ended December 31, 2024, representing an increase of $9,009,407.
As of December 31, 2024 and 2023, the Company has accrued interest of €16,735 ($17,322) and €19,820 ($21,925), respectively, and an outstanding balance of €814,750 ($843,348) and $€977,00 ($1,081,532), of which $618,616 and $897,864, respectively, are classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. 34 Table of Contents Cloudscreen On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI) powered platform.
As of December 31, 2024 the outstanding balance was €814,750 ($843,348). 39 Table of Contents Cloudscreen On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI)-powered platform, pursuant to the purchase agreement announced on October 11, 2023.
While revenue increased compared to the prior-year period, COGS grew at a comparatively higher rate, resulting in a contraction of gross profit. Operating Expenses For the year ended December 31, 2024, total operating expenses were $19,856,153, compared to $26,180,786 for the prior fiscal year ended December 31, 2023, representing a decrease of $6,324,633, or 24.16%.
Operating Expenses For the year ended December 31, 2025, total operating expenses were $24,599,179, compared to $19,856,153 for the prior fiscal year ended December 31, 2024, representing an increase of $4,743,026, or 23.9%.
Gross Profit For the year ended December 31, 2024, our gross profit was $4,311,323, representing a decrease of $38,246, or 0.88%, compared to $4,349,569 for the prior fiscal year ended December 31, 2023. The change in gross profit was primarily attributable to the differing year-over-year growth rates of revenue and cost of goods sold (COGS).
Gross Profit For the year ended December 31, 2025, our gross profit was $7,895,575, representing an increase of $3,584,252, or 83.1%, compared to $4,311,323 for the prior fiscal year ended December 31, 2024.
During the year ended December 31, 2023, the Company repaid €111,111 ($122,911) of the principal and as of December 31, 2023, the Company had accrued interest of €11,191 ($12,379) related to this note and a principal balance of €222,222 ($245,822), of which $122,911 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets.
As of December 31, 2025, the Company has accrued interest of €19,879 ($23,330) and an outstanding balance of €597,483 ($701,206) of which $446,405 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets.
As a condition to the loan, the Company was required to retain the same number of employees until October 31, 2020. As of December 31, 2023, the principal balance was €121,875 ($134,818). During the year ended December 31, 2024, the Company repaid €18,750 ($19,408) of the principal balance. The outstanding balance is €103,125 ($106,745) as of December 31, 2024.
The loan would be repaid in 40 equal monthly installments beginning on July 29, 2022. As a condition to the loan, the Company was required to retain the same number of employees until October 31, 2020. As of December 31, 2025, the principal balance was €87,500 ($102,690).
Gain on extinguishment of debt For the year ended December 31, 2024, we did not recognize any gains on debt extinguishment.
Gain on Extinguishment of Debt For the year ended December 31, 2025, the Company recognized a gain on extinguishment of debt of $68,610, with no comparable amount in the prior year.
The increase was primarily driven by new debt facilities totalling $828,080, entered into by our subsidiary Cosmofarm SA. Interest income for the year ended December 31, 2024, was $406,449, reflecting a decrease of $256,410, or 38.68%, compared to $662,859 for the year ended December 31, 2023.
Interest Income & Expenses For the year ended December 31, 2025, interest expense totalled $1,899,872, representing an increase of $887,558, or 87.7%, compared to $1,012,314 for the prior year ended December 31, 2024. The increase was primarily driven by new debt facilities entered into during 2025, specifically: (i) a bond loan facility with CrediaBank S.A.
Removed
Our nutraceutical products have penetrated several markets within 2022 and 2023 through digital channels such as Amazon and Tmall.
Added
This growth was further supported by higher demand and an expanded customer base during the period. · Pharmaceutical Manufacturing Expansion: Our pharmaceutical manufacturing subsidiary, CANA S.A., nearly doubled its revenues, growing from approximately $865,000 to approximately $1.7 million in 2025, as the Company continued to realize returns on its investment in the manufacturing facility since the acquisition on June 30, 2023. · UK Subsidiary Growth: Our UK subsidiary, Decahedron Ltd., significantly increased its revenues from approximately $815,000 to approximately $2.6 million in 2025, primarily driven by expanded Amazon sales of branded nutraceutical products as well as the sale of certain pharmaceutical products into the Greek market.
Removed
Additionally, there was a moderate increase in demand for the period, further contributing to revenue expansion. · Pharmaceutical Manufacturing Expansion: Our pharmaceutical manufacturing segment experienced a significant revenue increase, primarily due to the inclusion of CANA, our manufacturing subsidiary, for the full 12-month period in 2024.
Added
The combination of these factors contributed to the overall revenue growth for the period.
Removed
In contrast, during 2023, CANA contributed to the Group’s results only for six months following its acquisition on June 30, 2023. For further details, refer to the Segment Reporting section.
Added
While COGS increased in absolute terms, it grew at a slower pace than revenue (14.5% vs. 19.9%), reflecting a favourable shift in our revenue mix. Specifically, our higher-margin business lines — pharmaceutical manufacturing through CANA S.A. and own-branded nutraceutical sales through Decahedron Ltd. (UK) and SkyPharm S.A.
Removed
Cost of Goods Sold For the year ended December 31, 2024, our cost of goods sold (“COGS”) was $50,115,079, representing a 2.22% increase compared to $49,027,305 for the prior fiscal year ended December 31, 2023.
Added
(Greece) — grew at a faster rate than our wholesale operations during the period. This mix shift contributed to meaningful gross margin expansion, with gross margin improving to 12.1% for the year ended December 31, 2025, compared to 7.9% for the year ended December 31, 2024.
Removed
The increase in COGS was proportionate to revenue growth and was primarily influenced by a shift in revenue mix, with a larger portion of total revenue derived from our wholesale segment. Historically, our wholesale operations generate lower gross margins compared to other revenue streams, contributing to the overall increase in COGS as a percentage of revenue.
Added
Our wholesale subsidiary, Cosmofarm S.A., continues to represent approximately 90% of total revenues and COGS. While wholesale operations are characterized by lower gross margins relative to our manufacturing and own-branded segments, the strong volume growth at Cosmofarm S.A. remains a critical driver of overall revenue scale.

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