Cosmos Health Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
COSM$0.30+5.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-18.
0001477932-25-005997
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001477932-25-008322
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 139 previous paragraphs and 141 current paragraphs.
104 unchanged; 5 reworded; 32 added; 29 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
The financial statements and this Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A") have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Current report
The Company expects to continue to incur significant operating losses for the foreseeable future. If the Company is unable to secure additional capital, it may be required to take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays or entirely prevent the Company's continued efforts to commercialize its current or future products, which are critical to the realization of its business plan and the future operations of the Company. This uncertainty, along with the Company's history of losses, indicates that there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.
Current report
In addition to accessing public markets through the exercise of outstanding warrants, additional public and private debt and equity financings, management believes that the Company has access to additional capital resources through public and/or private equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, it is possible that the Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company's shareholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects. The Company is subject to risks associated with any pharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company's research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable.
Current report
The net loss increased $3.17 million (≈145%) for the three-month period, primarily as a result of newly recognized non-cash charges:
Current report
For the nine-month period, the net loss rose 35.5%, also due to the same non-cash valuation adjustments and higher interest expense, partially offset by improved gross profit and favorable foreign currency translation gains.
Current report
The growth in COGS reflects higher volumes consistent with revenue growth; however, because of a shift toward higher-margin product lines, notably nutraceuticals and contract manufacturing, COGS grew at a slower rate than revenue, yielding a stronger gross margin profile.
Current report
Gross profit for the three months ended September 30, 2025, was $2,602,618, compared to $1,206,862 in 2024, representing an increase of $1,395,756 (115.6%). For the nine-month period, gross profit rose to $5,816,231, from $3,307,736 in 2024, an increase of $2,508,495 (75.9%).
Current report
The improvement in gross profit and margin was primarily driven by the overall increase in revenue, reflecting higher sales volumes across the Group’s operations, as well as a favorable sales mix, with a larger proportion of revenue derived from high-margin nutraceutical products and contract manufacturing activities at Cana.
Current report
Total operating expenses for the three-month period ended September 30, 2025, were $4,421,333, up 28.3% from $3,446,726 in 2024. For the nine months ended September 30, 2025, total operating expenses were $11,113,410, up 12.4% from $9,885,734 in 2024. The increases were primarily due to higher personnel costs, consistent with the Company’s operational expansion, and the inclusion of research and development (R&D) expenses that were not present in the prior-year periods.
Current report
Breakdown of principal expense categories:
Current report
Total other income (expense), net, amounted to a loss of $3,534,175 for the three months ended September 30, 2025, compared to income of $57,330 in 2024. For the nine-month period, the Company reported a loss of $3,701,876, versus a loss of $61,937 in 2024. The adverse movement is primarily explained by new non-cash financial items introduced in 2025, as follows:
Current report
The overall decline in “Other Income (Expense)” results from the introduction of the non-cash valuation and fair value remeasurement items, which did not exist in prior periods and therefore represent a significant accounting change in 2025.
Current report
Foreign Currency Translation Adjustment
Current report
The Company recognized foreign currency translation gains of US $255,263 for Q3 2025 and US $2,849,001 for the nine months ended September 30, 2025, compared to US $747,879 and a loss of US $27,988, respectively, in the prior year. These gains primarily reflect the appreciation of the euro and British pound against the U.S. dollar, which increased the USD value of the Company’s European and UK subsidiaries when their financial statements were translated into the reporting currency.
Current report
Quarter-to-quarter fluctuations in translation gains and losses are driven by the timing of period-end exchange rates, the relative strength of the USD, and the composition of foreign-currency-denominated assets and liabilities, highlighting the Group’s exposure to currency translation risk.
Current report
As of September 30, 2025, the Company’s liquidity position improved significantly compared to December 31, 2024, primarily due to strong financing inflows. Total cash and restricted cash increased to $4,633,660 from $315,105 at the end of 2024, with restricted cash representing most of this balance at $3,744,219. The restricted cash is specifically earmarked for the purchase of ETH crypto assets, in accordance with the convertible note agreement signed on August 5, 2025.
Current report
Cash Flows from Operating Activities
Current report
Operating activities continued to generate negative cash flow, with net cash used in operations amounting to $3,851,273 for the nine months ended September 30, 2025. The outflow was driven primarily by consolidated net losses of $8,999,055, partially offset by non-cash adjustments including stock-based compensation of $1,730,233, depreciation and amortization of $1,045,919, and changes in the fair value of convertible notes of $2,317,631. Movements in working capital had a mixed impact, as increases in accounts receivable and inventory reduced cash, while higher accounts payable and accrued expenses partially offset these outflows. Overall, the reduction in operating cash outflow compared to the prior period was minimal.
Current report
Cash Flows from Investing Activities
Current report
Investing activities during the nine months ended September 30, 2025, resulted in a net cash outflow of $945,282, primarily driven by the purchase of digital assets and modest expenditures on property and intangible assets. These outflows were partially offset by proceeds from loan receivables totaling $199,483, which were notably lower than the $550,565 received in the same period of the prior year. The reduction in loan repayments, combined with strategic purchases such as digital assets, contributed to a decline in net cash generated from investing activities compared to the prior year.
Current report
Cash Flows from Financing Activities
Current report
The primary source of cash inflows during the nine months ended September 30, 2025, was financing activities, which generated net inflows of $9,357,403. The largest contributor to these inflows was the issuance of convertible notes by the Company, providing proceeds of $9,839,348. In addition, the Company actively managed its lines of credit, drawing $20,798,759 during the period, partially offset by repayments of $21,117,614, reflecting careful oversight of short-term debt facilities to maintain liquidity. Proceeds from the issuance of common stock, totaling $1,021,934, were primarily related to sales conducted pursuant to the Company’s at-the-market (ATM) equity program, supporting additional capital needs. Financing cash outflows included payments of financing fees of $1,698,606 related to the convertible notes and the ATM program, repayments of notes payable totaling $1,574,100—which were higher than the prior period as the proceeds from new note issuances were also larger—and payments of related party loans of $6,700, while the Company additionally received proceeds of $2,101,751 from new note payables. Collectively, these financing activities more than offset the combined cash outflows from operating and investing activities, highlighting the Company’s continued focus on advantageous funding, including convertible notes, lines of credit, and ATM equity sales, to sustain working capital, support operations, and fund strategic investments during the period.
Current report
In summary, the Company’s total liquidity strengthened significantly in the first nine months of 2025, reflecting successful financing initiatives and prudent cash management. Cash and restricted cash increased to $4,633,660, providing a solid foundation to support ongoing operations, working capital requirements, and strategic investments. The restricted cash earmarked for the ETH purchase under the August 5, 2025 convertible note agreement represents a planned and strategic use of funds, positioning the Company to capitalize on emerging digital asset opportunities. Overall, the Company’s enhanced liquidity position highlights its improved financial flexibility and ability to fund growth initiatives while continuing to manage operational and investment needs effectively.
Current report
The proceeds from the ATM sales provide additional working capital and mitigate, to some extent, the Company’s liquidity constraints.
Current report
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing to fund its operations and meet its obligations as they become due. Considering the Company’s significant net loss and negative operating cash flows for the reporting period, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Current report
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Such adjustments could include the realization of assets and settlement of liabilities at amounts that may differ materially from those reflected in the accompanying consolidated financial statements.
Current report
Contractual Obligations
Current report
We have no significant contractual arrangements other than those noted in our financial statements.
Current report
Digital Assets
Current report
The Company's digital assets are initially recorded at cost and are subsequently measured at fair value as of each reporting period. The Company determines the fair value of its digital assets in accordance with ASC 820, Fair Value Measurement, based on quoted prices in its principal market for Ethereum (Level 1). Changes in fair value are recognized as incurred in the Company's consolidated statement of income (loss) and comprehensive income (loss), as “Gain (loss) on digital assets,” within non-operating (income) and expenses, net.
Current report
Updated share information
Current report
As of September 30, 2025, we had 31,869,041 common shares issued and outstanding. In addition, there were 26,305,652 common shares issuable upon the conversion of our outstanding convertible notes and the exercise of our outstanding warrants.
Removed paragraphs (29)
Previous report
Three and Six Months Ended June 30, 2025 and 2024
Previous report
For the three months ended June 30, 2025, the Company reported revenue of $14,745,702 and a net loss of $2,828,068, compared to revenue of $13,206,717 and a net loss of $2,590,711 for the corresponding period in 2024.
Previous report
For the six months ended June 30, 2025, the Company reported revenue of $28,458,230 and a net loss of $3,646,165, compared to revenue of $27,191,190 and a net loss of $4,457,401 for the corresponding period in 2024.
Previous report
Net loss for the three months ended June 30, 2025, increased by 9.2% (or $237,357) compared to the same period in 2024. The increase was primarily driven by non‑cash interest expense and the change in fair value of convertible notes related to the new convertible notes issued during the second quarter of 2025 (see Note 11 to the unaudited condensed consolidated financial statements included in this Form 10‑Q). For the six months ended June 30, 2025, net loss decreased by 18.2% compared to the same period in 2024, primarily as a result of a significantly higher gross profit of 51.7% for the period.
Previous report
The increase in COGS for the three‑month period was consistent with the revenue increase of 11.7%. However, due to a shift in the Company’s revenue mix toward higher‑margin product lines, particularly nutraceuticals and contract manufacturing, which generally carry lower direct costs relative to the wholesale revenue stream, the increase in COGS was proportionally lower than the increase in revenue. For the six‑month period, COGS decreased despite the slight increase in revenue, further supporting the trend of a shift toward higher‑margin revenue streams.
Previous report
Our future revenue growth is expected to continue to be affected by various factors such as industry growth trends, including drug utilization, the introduction of new innovative brand therapies, the likely increase in the number of branded pharmaceutical products that will be available over the next few years’ price increases and price deflation, general economic conditions, including the effects of the current conflict in the Ukraine, the coronavirus in the United Kingdom and the member states of European Union, competition within the industry, customer consolidation, changes in pharmaceutical manufacturer pricing and distribution policies and practices, increased downward pressure on government and other third party reimbursement rates to our customers, and changes in government rules and regulations.
Previous report
For the three months ended June 30, 2025, the Company reported gross profit of $1,163,814, an increase of 51.7% compared to the same period in 2024. For the six months ended June 30, 2025, gross profit was $3,213,613, an increase of 52.7% compared to the corresponding period in 2024.
Previous report
The significant improvement in gross profit for both periods was primarily attributable to a favourable shift in the Company’s revenue mix, with a greater proportion of sales derived from higher‑margin product lines, particularly within the nutraceuticals segment and from contract manufacturing revenue generated by the Company’s subsidiary, Cana.
Previous report
For the three‑month period ended June 30, 2025, total operating expenses were $3,809,133 compared to $3,269,274 for the corresponding period in 2024, an increase of $539,859, or approximately 16.5%. For the six‑month period ended June 30, 2025, total operating expenses were $6,692,077 compared to $6,439,008 for the same period in 2024, an increase of $253,069, or approximately 3.9%. The increase in operating expenses for both periods was primarily driven by higher salaries and wages, largely attributable to the addition of management and scientific personnel at our subsidiary, Cana.
Previous report
For the three‑month period ended June 30, 2025, other income (expense), net was an expense of $42,190, representing an increase of $12,885 compared to an expense of $29,305 in the corresponding period of 2024. For the six‑month period ended June 30, 2025, other income (expense), net was an expense of $110,327, compared to income of $162,519 in the corresponding six‑month period of 2024, reflecting a decrease of $272,846. The variance in the six-month period is primarily attributable to the recognition of non-recurring charges and prior-period adjustments during the current period, which were not present in the comparative quarter. These one-off items had a material impact on the classification of other income and expense, thereby reversing the net favorable position recorded in the prior year.
Previous report
Interest Income & Expenses
Previous report
Interest expense for the three months ended June 30, 2025 increased by $46,368 or 13.6%, to $388,814 compared to $342,446 in the prior‑year quarter. For the six‑month period ended June 30, 2025, interest expense increased by $64,803 or 12.7%, to $575,921 from $511,118 in 2024. The increase is primarily attributable to the financing arrangement entered into by our subsidiary, Cosmofarm, with Attica Bank, as well as the issuance of new convertible notes by the Parent company during the second quarter of 2025.
Previous report
Interest income for the three‑month period showed a slight increase of $3,757 or 3.7%, from $102,030 in 2024 to $105,787 in 2025, whereas for the six‑month period it decreased by $10,682 or 5.1%, from $207,795 in 2024 to $197,113 in 2025. Interest income remained relatively consistent, as the Company did not enter into any new loan receivable agreements, and the repayments made during the period were not significant enough to materially impact the amount of interest income recognized.
Previous report
Foreign currency translation adjustment, net
Previous report
For the three-month period ended June 30, 2025, the Company recognized foreign currency translation adjustment net income of $1,562,470, compared to a translation loss of $176,591 in the same period of 2024, representing a favourable variance of approximately $1,739,061. For the six-month period, translation adjustment net income rose to $2,593,738, versus a loss of $775,867 in the prior-year period, a favourable swing of approximately $3,369,605.
Previous report
This improvement primarily reflects pronounced appreciation of both the euro and the British pound against the U.S. dollar during the reporting periods, which positively impacted the translation of our euro‑denominated and GBP‑denominated subsidiaries when consolidated into USD.
Previous report
In particular, the average EUR/USD exchange rate strengthened to approximately 1.18 USD per EUR by June 30, 2025 from roughly 1.13 USD per EUR one year earlier, which enhanced the U.S. dollar value of results reported by our euro‑area operations. Similarly, the GBP/USD rate averaged around 1.3722 USD per GBP as of June 2025, up from approximately 1.27 USD per GBP in mid‑2024, resulting in a significant favourable translation impact for our GBP‑denominated subsidiary (Decahedron Ltd).
Previous report
As of June 30, 2025, the Company had negative working capital of $604,249, compared to negative working capital of $296,193 as of December 31, 2024. Although the Company’s current assets increased by approximately $5.1 million, this increase was largely offset by a significant rise in current liabilities. The increase in current liabilities was primarily driven by the issuance of new convertible notes by the parent entity during the second quarter of 2025 (approximately $1.6 million), an increase in lines of credit and notes payable totaling $1.8 million, and an increase in third‑party and related‑party accounts payable of approximately $1 million.
Previous report
Cash Flow from Operating Activities
Previous report
As of June 30, 2025, the Company reported net cash of $655,503, compared to $315,105 as of December 31, 2024, reflecting an increase of $340,398. For the six‑month period ended June 30, 2025, the Company used net cash of $1,396,236 in operating activities, compared to $4,622,989 used in the same period of the prior year.
Previous report
The negative operating cash flow for the current period was primarily attributable to consolidated operating losses, mainly incurred at the Parent Company level, partially offset by non‑cash items such as stock‑based compensation expense of approximately $1.2 million and depreciation and amortization of approximately $0.7 million. Changes in working capital during the period had a mixed impact, with increases in accounts payable and accrued expenses (both third‑party and related‑party) contributing positively but offset by higher prepaid expenses and related‑party assets as well as increases in inventory.
Previous report
The significant reduction in operating cash outflows compared to the prior period was mainly due to the lower net loss recognized in 2025 and the absence of substantial operating investments that occurred during the first half of 2024, particularly related‑party prepayments for inventory and product purchases.
Previous report
Cash Flow from Investing Activities
Previous report
For the six‑month period ended June 30, 2025, the Company generated net cash of $64,751 from investing activities, compared to $242,404 in the same period of the prior year. The investing cash inflows in the current period were primarily driven by proceeds from loan receivables of approximately $0.2 million, partially offset by capital expenditures and limited spending on intangible assets totalling approximately $0.1 million.
Previous report
The decrease in net cash provided by investing activities compared to the prior period is mainly attributable to lower loan repayments received during 2025, as well as the absence of proceeds from sales of intangible assets that occurred in the comparative period. The Company’s investing cash flows during the current period were minimal and primarily related to routine asset purchases and scheduled loan collections.
Previous report
Cash Flow from Financing Activities
Previous report
For the six‑month period ended June 30, 2025, the Company generated $2,165,227 in net cash from financing activities, compared to $746,610 during the same period in 2024. The increase was primarily driven by proceeds from convertible notes issued by the Parent Company during the current period, which represented the most significant source of financing inflows. Additionally, both the Parent Company and its wholly owned subsidiary, Cosmofarm SA, entered into new debt facilities, collectively providing substantial proceeds that contributed to strengthening liquidity.
Previous report
The Company also utilized its lines of credit, generating approximately $14.1 million in proceeds, which were offset by repayments of $13.8 million during the period. Debt repayments on notes payable and related party obligations totaled $746,679 for the six‑month period ended June 30, 2025, consistent with prior‑year levels. No equity financing transactions occurred in the current period, compared to gross proceeds of approximately $0.6 million from equity raises completed in early 2024. Overall, financing inflows during the first half of 2025 provided the primary source of liquidity to offset operating cash outflows and support the Company’s ongoing working capital needs.
Previous report
As a result, substantial doubt remains regarding the Company’s ability to continue as a going concern for a period of 12 months from the date of this filing. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, including potential effects on the recoverability or classification of assets or the amounts and classification of liabilities.
Reworded paragraphs (5)
Previous wording
Revenue for the three months ended June 30, 2025, increased by approximately 11.7% compared to the same period in 2024, primarily due to higher revenue from SkyPharm S.A. (“SkyPharm”) and Cana S.A. (“Cana”), our wholly owned subsidiaries. SkyPharm, which markets our proprietary nutraceutical line under the Sky Premium Life (“SPL”) brand, achieved higher sales in the United Arab Emirates, Cyprus, and Greece. Cana, our manufacturing subsidiary acquired on June 30, 2023, entered into new contract manufacturing agreements and expanded existing agreements, resulting in a significant increase in revenue for the period. For the six months ended June 30, 2025, revenue increased by approximately 2.4% compared to the same period in 2024. This increase was primarily attributable to the same factors that contributed to the revenue growth for the three‑month period.
Current wording
For the three months ended September 30, 2025, the Company reported revenue of $17,110,425 and a net loss of $5,352,890, compared to revenue of $12,411,048 and a net loss of $2,182,534 for the corresponding period in 2024. For the nine months ended September 30, 2025, revenue totaled $45,568,655, up from $40,202,238 in 2024, while the net loss was $8,999,055 compared to $6,639,935 for the same prior-year period. Revenue for the three-month period increased 37.8% year-over-year, primarily driven by higher sales generated by our wholly owned subsidiaries SkyPharm S.A., Cosmofarm SA and Cana S.A. SkyPharm continued to expand distribution of its proprietary nutraceutical brand Sky Premium Life (“SPL”) in the United Arab Emirates, Cyprus, and Greece, achieving strong growth across export channels. Cana, our pharmaceutical manufacturing subsidiary, further expanded contract manufacturing agreements and renewed existing relationships, resulting in a material uplift in revenue. Additionally, our wholesale subsidiary, Cosmofarm S.A., was the primary driver of revenue growth, having expanded its client portfolio by approximately 75 new pharmacies during the period. For the nine-month period, revenue increased 13.4% compared with 2024, reflecting consistent momentum in nutraceutical and contract manufacturing sales.
Previous wording
For the three months ended June 30, 2025, and 2024, the Company reported cost of goods sold (“COGS”) of $13,581,888 and $12,439,469, respectively, representing an increase of $1,142,419, or approximately 9.2%. For the six months ended June 30, 2025, and 2024, COGS was $25,244,617 and $25,690,316, respectively, representing a decrease of $445,699, or approximately 1.7%.
Current wording
For the three months ended September 30, 2025 and 2024, the Company reported cost of goods sold (“COGS”) of $14,507,807 and $11,204,186, respectively—an increase of $3,303,621 (29.5%). For the nine-month periods, COGS was $39,752,424 and $36,894,502, respectively—an increase of $2,857,922 (7.7%).
Previous wording
The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the continuation of the Company as a going concern. For the six‑month period ended June 30, 2025, the Company generated revenue of $28,458,320, incurred a net loss of $3,646,165, and used $1,396,236 of net cash in operating activities. As of June 30, 2025, the Company had cash and cash equivalents of $655,503, compared to $315,105 as of December 31, 2024, reflecting an increase of $340,398. The Company also had negative working capital of $604,249, an accumulated deficit of $117,668,440, and stockholders’ equity of $26,231,633.
Current wording
As noted above, the Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the continuation of the Company as a going concern. For the nine‑month period ended September 30, 2025, the Company generated revenue of $45,568,655, incurred a net loss of $8,999,055, and used $3,851,273 of net cash in operating activities. As of September 30, 2025, the Company had cash and cash equivalents of $889,441 and restricted cash of $3,744,219, compared to $315,105 as of December 31, 2024, reflecting an increase of $4,318,555. The Company also had negative working capital of $430,029, an accumulated deficit of $123,021,330, and stockholders’ equity of $23,134,884.
Previous wording
From a financing perspective, during the six‑month period ended June 30, 2025, the Company raised capital through the issuance of convertible notes by the Parent Company and by entering into new debt facilities at both the Parent Company and subsidiaries level. Management intends to continue accessing capital markets to raise additional funds through equity offerings. Beginning in August 2025, the Company expects to become eligible to utilize an S‑3 registration statement (12 months after regaining compliance with Nasdaq Listing Rule 5250(c)(1)) to access equity capital more efficiently. In addition, the Company is pursuing amendments to certain debt facilities to defer principal repayments and exploring additional debt financing opportunities to enhance liquidity. Finally, on August 5, 2025, the Company entered into a Securities Purchase Agreement for the issuance of up to $300 million of senior secured convertible promissory notes, with an initial $8 million closing completed on August 6, 2025. The availability of these proceeds, primarily intended for digital asset acquisition and working capital, significantly improves the Company’s liquidity and alleviates substantial doubt regarding our ability to continue as a going concern for at least the next 12 months.
Current wording
From a financing perspective, during the nine‑month period ended September 30, 2025, the Company raised capital through the issuance of convertible notes and by entering into new third-party debt facilities. In addition, the Company is pursuing amendments to certain debt facilities to defer principal repayments and exploring additional debt financing opportunities to enhance liquidity. Finally, on August 5, 2025, the Company entered into a Securities Purchase Agreement (the “Agreement”) for the issuance of up to $300 million of senior secured convertible promissory notes, with an initial $8 million closing completed on August 6, 2025 (the “Initial Note”), while additional tranches of up to $292 million may be issued in multiple subsequent closings, subject to the satisfaction of certain management and regulatory conditions as defined in the Agreement. The availability of these proceeds, primarily intended for digital asset acquisition and working capital, significantly improves the Company’s liquidity and alleviates substantial doubt regarding our ability to continue as a going concern for at least the next 12 months. Under the terms of the Initial Note, the Company is entitled to receive an additional $2 million upon the effectiveness of the registration statement covering the shares issuable upon conversion of the Initial Note. Management is also considering postponing certain payments to suppliers and other creditors if required. Although these actions are intended to address the going concern uncertainty, there can be no assurance that the Company will be successful in executing its plans or obtaining the necessary funding. Moreover, following the Company’s resolution of the SEC-related limitations on the use of its Form S-3 registration statement, which had been temporarily affected by delayed filings, the Company was able to resume issuances under its At-the-Market (“ATM”) sales program. During the period from September 22, 2025, through the date of issuance of this report, the Company issued an aggregate of 3,992,541 shares of its common stock pursuant to its Shelf Registration Statement on Form S-3 (File No. 333-267550). The shares were sold for gross proceeds of $4,376,622, thereby enhancing the Company’s cash position and liquidity.
Previous wording
In 2024 and during the six-month period ended June 30, 2025, we continued to execute on the core elements of our “Growth Strategy”, which remains as follows:
Current wording
In 2024 and during the nine-month period ended September 30, 2025, we continued to execute on the core elements of our “Growth Strategy”, which remains as follows:
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Management is also considering postponing certain payments to suppliers and other creditors if required. Although these actions are intended to address the going concern uncertainty, there can be no assurance that the Company will be successful in executing its plans or obtaining the necessary funding.