Item 15. Exhibits and Financial Statement Schedules
| Exhibit No. | Document Description |
| 2.1 | Share Exchange Agreement by and among Prime Estates and Developments Inc. and Amplerissimo dated September 27, 2013 (14) |
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant (1) |
| 3.2 | Correction to Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock dated February 24, 2022 (2) |
| 3.3 | Amendment to Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock (55) |
| 3.4 | Certificate of Amendment to Articles of Incorporation (63) |
| 3.5 | Amended and Restated Bylaws of the Registrant (1) |
| 4.1 | Form of Senior Convertible Note (12) |
| 4.2 | Common Stock Purchase Warrant issued to Roth Capital Partners (11) |
| 4.3 | Common Stock Purchase Warrant dated September 4, 2017 issued to Roth Capital Partners LLC (15) |
| 4.4 | Form of Second Amendment and Exchange Agreement (20) |
| 4.5 | Form of Rights Agreement and Rights Certificate (74) |
| 4.6 | Form of 9% Original Issue Discount Senior Secured Convertible Promissory Note (79) |
| 10.1 | Loan Facility Agreement, dated as of August 4, 2016, by and among SkyPharm S/A, Grigorios Siokas, as Guarantor and Synthesis Peer to Peer Income Fund. (4) |
| 10.2 | Pledge Agreement, by and between Grigorios Siokas and Synthesis Peer-to Peer Income Fund (4) |
| 10.3 | First Deed of Amendment relating to Loan Facility Agreement, dated as of August 4, 2016, by and among Sky Pharm S.A., as Borrower, Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund (5) |
| 10.4 | Intellectual Property Sale Agreement, dated as of October 1, 2016, by and among the Company, Anastasios Tsekas and Olga Parthenea Georgatsou (6) |
| 10.5 | Amended and Restated Loan Facility Agreement, dated as of March 23, 2017, by and among SkyPharm S.A., as Borrower, Grigorios Siokas, as Guarantor and Synthesis Peer-to Peer Income Fund, as Lender (7) |
| 10.6 | Trade Finance Facility Offer Letter, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8) |
| 10.7 | Trade Finance Facility Agreement, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8) |
| 10.8 | Cross Guarantee and Indemnity Agreement, dated as of April 10, 2017, by and among Cosmos Health Inc., Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8) |
| 10.9 | Security Assignment of Receivables and other Contractual Rights, dated as of April 10, 2017, by and between Decahedron Ltd. and Synthesis Structured Commodity Trade Finance Limited. (8) |
| 10.10 | Trade Finance Facility Agreement, dated May 12, 2017 by and between SkyPharm S.A. and Synthesis Structured Commodity Finance Limited. (9) |
| 10.11 | Cross Guarantee and Indemnity Agreement dated May 12, 2017 by and between SkyPharm S.A., as Commodity Buyer, Cosmos Health Inc. as Guarantor and Synthesis Structured Commodity Trade Finance Limited (9) |
| 10.12 | Security Assignment of Receivables and other Contractual Rights, dated May 12, 2017 by and between SkyPharm S.A. and Synthesis Structured Commodity Trade Finance Limited (9) |
| 10.13 | Distribution and Equity Acquisition Agreement Effective as of March 19, 2018 by and between Cosmos Health, Inc. and Marathon Global Inc. (13) |
| 10.14 | First Amendment to Share Exchange Agreement dated May 24, 2018 (16) |
| 10.15 | Stock Purchase Agreement dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae Health Ltd. and Cosmos Health Inc. (17) |
| 10.16 | Share Exchange Agreement dated as of June 26, 2018 with Marathon Global Inc. (18) |
| 10.17 | Share Purchase Agreement dated September 30, 2018 by and between Cosmos Health Inc. and Abbydale Management Ltd. (52) |
| 10.18 | Further Amendment dated October 17, 2018 to Supplemental Deed dated May 16, 2018 by and among SkyPharm S.A., Cosmos Health Inc. and Synthesis Structured Commodity Trade Finance Limited (21) |
| 10.19 | Amendment dated as of December 19, 2018 to Stock Purchase Agreement dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae Holding Ltd. and Cosmos Health Inc. (23) |
| 10.20 | Promissory Note dated December 19, 2018 from Cosmos Health Inc. to Deepdae Holding Ltd. (23) |
| 10.21 | Stock Purchase Agreement dated as of February 5, 2019 (24) |
| 10.22 | Stock Purchase Agreement dated as of February 18, 2019 (25) |
| 10.23 | Amendment dated as of December 19, 2018 to Stock Purchase Agreement dated as of June 23, 2018 by and among Cosmofarm Ltd., Deepdae Holding Ltd. and Cosmos Health Inc. filed with Form 8-K on December 20, 2018 (23) |
| 10.24 | Promissory Note dated December 19, 2018 from Cosmos Health Inc. to Deepdae Holding Ltd. filed with Form 8-K on December 20, 2018 (23) |
| 10.25 | Form of Senior Promissory Note (26) |
| 10.26 | Form of Guaranty Agreement (26) |
| 10.27 | Assumption Contract for the Design, Development and Production of Dietary Supplements dated March 10, 2017 by and between SkyPharm and Doc Pharma S.A. (27) |
| 10.28 | Form of Securities Purchase Agreement by and Among Cosmos Health Inc. and the Buyer (28) |
| 10.29 | Form of Senior Convertible Note (28) |
| 10.30 | Debt Exchange Agreement dated May 28, 2019 (29) |
| 10.31 | Debt Exchange Agreement dated June 24,2019 (30) |
| 10.32 | Form of Forbearance and Amendment Agreement (31) |
| 10.33 | Form of Senior Promissory Note dated May 5, 2020 for $2,000,000 (32) |
| 10.34 | Form of Senior Promissory Note dated May 8, 2020 for $2,000,000 (32) |
| 10.35 | Form of Senior Promissory Note dated May 18, 2020 for $2,000,000 (33) |
| 10.36 | Form of Senior Promissory Note dated July 3, 2020 for $5,000,000 (33) |
| 10.37 | Amendment dated June 30, 2020 by and among Synthesis Peer-to-Peer Income Fund, Sky Pharma S.A. and Grigorios Siokas (33) |
| 10.38 | Advisory Agreement dated October 8, 2020 by and between the Registrant and PGS Ventures B.V. (35) |
| 10.39 | Advisory Agreement dated October 5, 2020 by and between Greg Siokas and PGS Ventures B.V. (36) |
| 10.40 | Advisory Agreement dated October 5, 2020 by and between the Registrant and PGS Ventures B.V (36) |
| 10.41 | Senior Promissory Note dated August 4, 2020 for $3,000,000 (37) |
| 10.42 | Employment Agreement dated January 1, 2019 by and between the Registrant and Georgios Terzis (37) |
| 10.43 | Debt Exchange Agreement dated December 21, 2020 by and among the Registrant, Grigorios Siokas and an unaffiliated lender (39) |
| 10.44 | Debt Exchange Agreement dated October 29, 2020 by and among the Registrant, Grigorios Siokas and an unaffiliated lender (40) |
| 10.45 | Amended and Restated Debt Exchange Agreement dated as of February 5, 2021 (41) |
| 10.46 | Consulting Agreement dated as of February 5, 2021 by and between the Registrant and an unaffiliated consultant (42) |
| 10.47 | Addendum to Consulting Agreement dated as of February 5, 2021 by and between the Registrant and an unaffiliated consultant (42) |
| 10.48 | Debt Exchange Agreement dated May 10, 2021 by and between the Registrant and Grigorios Siokas (43) |
| 10.49 | Third Forbearance and Amendment Agreement dated June 18, 2021 by and between Hudson Bay Master Fund Ltd. and the Registrant (44) |
| 10.50 | Debt Exchange Agreement dated June 23, 2021 by and between the Registrant and Grigorios Siokas (45) |
| 10.51 | Debt Exchange Agreement dated July 13, 2021 by and between the Registrant and Grigorios Siokas (46) |
| 10.52 | Convertible Promissory Note dated July 20, 2021 payable to Grigorios Siokas (47) |
| 10.53 | Debt Exchange Agreement dated August 4, 2021 by and between a senior institutional lender, the Registrant, SkyPharm S.A. and Grigorios Siokas (48) |
| 10.54 | Capital Market Advisory Agreement dated as of July 1, 2021 and Exchange Listing LLC (49) |
| 10.55 | Form of Securities Purchase Agreement dated as of September 17, 2021 (50) |
| 10.56 | Form of Registration Rights Agreement dated as of September 17, 2021 (50) |
| 10.57 | Form of Convertible Promissory Note (50) |
| 10.58 | Form of Warrant to Purchase Common Stock (51) |
| 10.59 | Form of Securities Purchase Agreement dated February 2022 (51) |
| 10.60 | Form of Registration Rights Agreement (51) |
| 10.61 | Binding Letter of Intent with Pharmaceutical Laboratories Cana, S.A. dated July 19, 2022 (56) |
| 10.62 | Form of Placement Agent Agreement (57) |
| 10.63 | Form of Sales Agreement (58) |
| 10.64 | Form of Exchange Warrant (60) |
| 10.65 | Form of Warrant Exchange Agreement (60) |
| 10.66 | Form of Placement Agency Agreement (61) |
| 10.67 | Form of Pre-Funded Warrant (61) |
| 10.68 | Form of Common Warrant (61) |
| 10.69 | Form of Securities Purchase Agreement (61) |
| 10.70 | Form of Pre-Funded Warrant (62) |
| 10.71 | Form of Series A Common Warrant (62) |
| 10.72 | Form of Series B Common Warrant (62) |
| 10.73 | Form of Securities Purchase Agreement (62) |
| 10.74 | Form of Pre-Funded Warrant (64) |
| 10.75 | Form of Common Warrant (64) |
| 10.76 | Form of Securities Purchase Agreement (64) |
| 10.77 | Form of Placement Agency Agreement (64) |
| 10.78 | Amendment No. 1 to Securities Purchase Agreement of Grigorios Siokas (65) |
| 10.79 | Secured Promissory Note dated February 28, 2023 issued by Cana Laboratories Holdings (Cyprus) Limited (67) |
| 10.80 | Cana Holdings Share Pledge Agreement dated as of February 28, 2023 (67) |
| 10.81 | Cana Pharmaceutical Share Pledge Agreement dated as of February 28, 2022 (67) |
| 10.82 | Canada Inc. Purchase Agreement dated as of January 6, 2023 (68) |
| 10.83 | Binding Letter of Intent dated May 25, 2023 by and among Cosmos Health Inc. and Docpharm GmbH and Dr. Mathiaas Krebs (69) |
| 10.84 | Stock Purchase Agreement dated May 8, 2023 by and among Cosmos Health Inc. and Kostantinos-Gaston Kanaroglou and Kostantina-Mathilde Kanaroglou regarding Cana Laboratories Holding (Cyprus) Limited (70) |
| 10.87 | Form of Pre-Funded Warrant (71) |
| 10.88 | Form of Common Warrant (71) |
| 10.89 | Form of Securities Purchase Agreement (71) |
| 10.90 | Form of Placement Agency Agreement (71) |
| 10.91 | Form of Investor Agreement (71) |
| 10.92 | Form of Amendment No. 1 to Common Warrant Agreement (71) |
| 10.93 | Form of Warrant (71) |
| 10.94 | Form of Warrant Exchange Agreement (71) |
| 10.95 | 2022 Omnibus Equity Incentive Plan (59) |
| 10.96 | 2023 Omnibus Equity Incentive Plan (72) |
| 10.97 | 2024 Omnibus Equity Incentive Plan (80) |
| 10.98 | 2025 Omnibus Equity Incentive Plan (81) |
| 10.99 | Form of Securities Purchase Agreement, dated as of August 5, 2025 (79) |
| 10.100 | Form of Security and Pledge Agreement, dated as August 5, 2025 (79) |
| 10.101 | Form of Registration Rights Agreement, dated as of August 5, 2025 (79) |
| 10.102 | Form of Voting and Support Agreement, August 5, 2025 (79) |
| 10.103 | Form of Account Control Agreement, August 5, 2025 (79) |
| 14.1 | Code of Ethics (19) |
| 19.1 | Insider Trading Policies and Procedures (78) |
| 21* | List of Subsidiaries |
| 23.1* | Consent of RBSM LLP |
| 31.1* | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Clawback Policy (75) |
| 101.INS | Inline XBRL Instance Document* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
| 101 | Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.* |
| * | Filed with this Report |
| (1) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 12, 2021. |
| (2) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 1, 2022. |
| (3) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 9, 2015. |
| (4) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on August 16, 2016. |
| (5) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on September 16, 2016. |
| (6) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on October 5, 2016. |
| (7) | Incorporated by reference to the Current Report on Form 8-K/A filed by the Registrant on March 28, 2017. |
| (8) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on April 14, 2017. |
| (9) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on May 18, 2017. |
| (10) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on November 16, 2017. |
| (11) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on December 27, 2017. |
| (12) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on February 21, 2018. |
| (13) | Incorporated by reference to the Current Report on Form 8-K filed by the Registrant on March 19, 2018. |
| (14) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 3, 2013. |
| (15) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 5, 2018. |
| (16) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 31, 2018. |
| (17) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 26, 2018. |
| (18) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 19, 2018. |
| (19) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 17, 2018. |
| (20) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 27, 2018. |
| (21) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 19, 2018. |
| (22) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 13, 2018. |
| (23) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 21, 2018. |
| (24) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 6, 2019. |
| (25) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on February 19, 2019. |
| (26) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 4, 2019. |
| (27) | Incorporated by reference to Registration Statement on Form S-1/A (No. 333-222061) filed by the Registrant on January 31, 2018. |
| (28) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 16, 2019. |
| (29) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on May 28, 2019. |
| (30) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2019. |
| (31) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 23, 2020. |
| (32) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 15, 2020. |
| (33) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 13, 2020. |
| (34) | Incorporated by reference to the filing of the Report on Form 8-K filed by the Registrant on September 24, 2020. |
| (35) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on October 15, 2020. |
| (36) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 13, 2020. |
| (37) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 17, 2020. |
| (38) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on November 17, 2020. |
| (39) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on December 22, 2020. |
| (40) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 11, 2021. |
| (41) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 2, 2021. |
| (42) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on April 8, 2021. |
| (43) | Incorporated by reference to the filing of the Quarterly Report on Form 10-Q filed by the Registrant on May 17, 2021. |
| (44) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 21, 2021. |
| (45) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on June 25, 2021. |
| (46) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 14, 2021. |
| (47) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on July 27, 2021. |
| (48) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on August 10, 2021. |
| (49) | Incorporated by reference to the filing of the Current Report on Form 10-Q filed by the Registrant on August 16, 2021. |
| (50) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on September 21, 2021. |
| (51) | Incorporated by reference to the filing of the Current Report on Form 8-K filed by the Registrant on March 1, 2022. |
| (52) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 4, 2018 |
| (53) | Incorporated by reference to the filing of the Annual Report on Form 10-K filed by the Registrant on April 15, 2022. |
| (54) | Incorporated by reference to the filing of the Registration Statement on Form S-1 filed by the Registrant on May 24, 2022. |
| (55) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 29, 2022. |
| (56) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 25, 2022. |
| (57) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-1 filed by the Registrant on September 19, 2022. |
| (58) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on September 21, 2022. |
| (59) | Incorporated by reference to the Company’s Schedule 14A filed by the Registrant on September 23, 2022. |
| (60) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 3, 2022. |
| (61) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-1/A filed by the Registrant on October 11, 2022. |
| (62) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on October 18, 2022. |
| (63) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 19, 2022. |
| (64) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 20, 2022. |
| (65) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on January 17, 2023. |
| (66) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on January 18, 2023. |
| (67) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on March 6, 2023. |
| (68) | Incorporated by reference to the filing of the Company’s Annual Report on Form 10-K filed by the Registrant on April 12, 2023. |
| (69) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on May 31, 2023. |
| (70) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on May 11, 2023 |
| (71) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on July 25, 2023. |
| (72) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on August 18, 2023. |
| (73) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on December 29, 2023. |
| (74) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on September 5, 2023. |
| (75) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on November 28, 2023. |
| (76) | Incorporated by reference to the filing of the Company’s Registration Statement on Form S-3 filed by the Registrant on January 29, 2024. |
| (77) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on April 25, 2024. |
| (78) | Incorporated by reference to the filing of the Company’s Form 10-K filed by the Registrant on April 15, 2025. |
| (79) | Incorporated by reference to the filing of the Company’s Current Report on Form 8-K filed by the Registrant on August 06, 2025. |
| (80) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on October 18, 2024. |
| (81) | Incorporated by reference to the filing of the Company’s Schedule 14A filed by the Registrant on August 22, 2025. |
