Cosmos Health Inc.

Previous wording

For the three months ended March 31, 2026, the Company reported revenue of $17,927,892 and a net loss of $2,805,423, compared to revenue of $13,712,528 and a net loss of $818,097 for the corresponding period in 2025. Revenue for the three-month period increased 30.7% year-over-year, primarily driven by higher sales generated by our wholly owned subsidiaries SkyPharm S.A., Cosmofarm S.A. 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 significantly expanded its client portfolio with approximately 75 new pharmacies during the period, reflecting consistent momentum across its growing customer base in nutraceutical and pharmaceutical distribution.

Current wording

Revenue for the three months ended June 30, 2026 increased by approximately 28.8% compared to the same period in 2025. For the six months ended June 30, 2026, revenue increased by approximately 29.7% compared to the same period in 2025, primarily driven by higher sales generated by our wholly owned subsidiaries, Decahedron Ltd, Cosmofarm S.A., and Cana S.A. Decahedron Ltd, our U.K. wholesale subsidiary, nearly doubled its revenue compared to the same period in 2025, driven by increased sales of the Company's nutraceutical and pharmaceutical products. Cana, our pharmaceutical manufacturing subsidiary, further expanded its contract manufacturing agreements and renewed existing customer relationships, resulting in a material increase in revenue. Additionally, our wholesale subsidiary, Cosmofarm S.A., was the key contributor to revenue growth, having expanded its client portfolio by adding more than 75 new pharmacies during the period, reflecting continued momentum across its growing customer base in nutraceutical and pharmaceutical distribution.

Previous wording

Total other income (expense), net, amounted to a loss of $621,244 for the three months ended March 31, 2026, compared to income of $15,048 for the three months ended March 31, 2025. The adverse movement is primarily explained by new non-cash financial items introduced during 2025, as follows:

Current wording

Total other income (expense), net, was a loss of $3,160,915 for the three months ended June 30, 2026, compared to a loss of $182,749 for the three months ended June 30, 2025. For the six months ended June 30, 2026, total other income (expense), net, was a loss of $3,782,159, compared to a loss of $167,701 for the same period in 2025. The wider loss in both periods is primarily explained by the non-cash items discussed above, as follows:

Previous wording

The overall decline in other income (expense) results primarily from the introduction of non-cash valuation and fair value remeasurement items which did not exist in the prior year period, together with higher interest expense from new financing arrangements, partially offset by the gains on fair value remeasurement of convertible notes and derivative liabilities noted above.

Current wording

The overall decline in other income (expense) results primarily from the introduction of non-cash valuation and fair value remeasurement items which did not exist in the prior year period (including the $2,384,374 charge from the change in fair value of convertible notes), together with higher interest expense, partially offset by the $577,347 gain on the change in fair value of the derivative liability noted above.

Previous wording

For the three months ended March 31, 2026, the Company recognized a foreign currency translation loss of $295,061, compared to a gain of $1,031,268 for the same period in 2025. The current period loss reflects the strengthening of the U.S. dollar relative to the euro during Q1 2026, which reduced the USD-translated carrying value of the Company's European subsidiaries. The prior year gain reflected the opposite dynamic, as the euro appreciated against the U.S. dollar during Q1 2025, increasing the USD value of European net assets upon translation.

Current wording

For the three months ended June 30, 2026, the Company recognized a foreign currency translation loss of $56,360, compared to a gain of $1,562,470 for the same period in 2025. For the six months ended June 30, 2026, the Company recognized a foreign currency translation loss of $351,421, compared to a gain of $2,593,738 for the same period in 2025.

Previous wording

Quarter-to-quarter fluctuations in translation gains and losses are driven by the timing of period-end exchange rates, the relative strength of the U.S. dollar, and the composition of foreign-currency-denominated assets and liabilities across the Group, highlighting the Company's ongoing exposure to currency translation risk.

Current wording

Period-to-period fluctuations in foreign currency translation gains and losses are driven by changes in period-end exchange rates, the relative strength of the U.S. dollar, and the composition of foreign-currency-denominated assets and liabilities across the Group, highlighting the Company's ongoing exposure to currency translation risk.

Previous wording

As of March 31, 2026, the Company held total cash and restricted cash of $2,158,921, compared to $3,459,893 at December 31, 2025, reflecting net cash outflows during the quarter primarily from operating and investing activities. Of the March 31, 2026 balance, $1,644,219 represents restricted cash specifically earmarked for the purchase of certain crypto assets in accordance with the convertible note agreement signed on August 5, 2025, with the remaining $514,702 representing unrestricted cash and cash equivalents.

Current wording

As of June 30, 2026, the Company held total cash and restricted cash of $2,445,168, compared to $3,459,893 at December 31, 2025, reflecting net cash outflows during the six-month period ended June 30, 2026, primarily from operating and investing activities. Of the June 30, 2026 balance, $644,219 represents restricted cash specifically earmarked for the purchase of certain crypto assets in accordance with the convertible note agreement signed on August 5, 2025, with the remaining $1,800,949 representing unrestricted cash and cash equivalents.

Previous wording

Cash flows used in operating activities amounted to $1,067,066 for the three months ended March 31, 2026, compared to $186,316 for the same period in 2025. The outflow was driven primarily by the consolidated net loss of $2,805,423, partially offset by non-cash adjustments including stock-based compensation of $535,786, depreciation and amortization of $346,520, non-cash financing expense of $448,697, and a loss on digital assets of $442,439, partially offset by gains on the change in fair value of convertible notes and derivative liabilities of $239,480 and $231,968, respectively. Working capital movements had a mixed impact, with reductions in accounts receivable and increases in other current liabilities providing partial offsets to the net loss, while increases in prepaid expenses and related party prepayments represented additional cash outflows.

Current wording

Cash flows used in operating activities amounted to $2,785,320 for the six months ended June 30, 2026, compared to $1,396,236 for the same period in 2025. The outflow was driven primarily by the consolidated net loss of $8,891,945, partially offset by non-cash adjustments including stock-based compensation of $1,094,644, depreciation and amortization of $694,053, non-cash financing expense of $850,110, loss from the change in fair value of convertible notes of $2,144,894 and a loss on digital assets of $846,584, partially offset by gains on the change in fair value of derivative liabilities of $809,315. Working capital movements had a mixed impact, with an increase in other current liabilities providing a partial offset to the net loss, while an increase in accounts receivable, a decrease in accounts payable and accrued expenses, and increases in related party prepayments represented additional cash outflows.

Previous wording

Investing activities during the three months ended March 31, 2026, resulted in a net cash outflow of $708,963, primarily driven by the purchase of $1,100,000 in digital assets, partially offset by the return of $399,809 in advances previously made for a property acquisition. Expenditures on property and equipment and intangible assets were minimal during the period. Net cash used in investing activities compared to $7,069 in the same period in 2025, with the variance driven almost entirely by the digital asset purchase, which had no equivalent in the prior year period.

Current wording

Investing activities during the six months ended June 30, 2026, resulted in a net cash outflow of $594,358, primarily driven by the purchase of $1,100,000 in digital assets, partially offset by the return of $599,714 in advances previously made for a property acquisition. Expenditure on property and equipment and intangible assets were minimal during the period. Net cash provided by investing activities in the same period in 2025 was $64,751, with the variance driven almost entirely by the digital asset purchase, which had no equivalent in the prior year period.

Previous wording

Financing activities generated net cash inflows of $347,627 for the three months ended March 31, 2026, compared to $560,862 for the same period in 2025. The Company actively managed its lines of credit during the period, drawing $7,972,951 and repaying $9,142,284, reflecting ongoing oversight of short-term debt facilities. Proceeds from the issuance of common stock totalling $1,832,524 were related to sales conducted pursuant to the Company's at-the-market (ATM) equity program. Financing cash outflows included payments of financing fees of $54,976, repayments of notes payable of $258,640, and payments of finance lease liabilities of $1,948. No proceeds were received from convertible notes, new note payables, or related party loans during the period.

Current wording

Financing activities generated net cash inflows of $2,136,372 for the six months ended June 30, 2026, compared to $2,165,227 for the same period in 2025. The Company actively managed its lines of credit during the period, drawing $17,045,999 and repaying $17,232,393, reflecting ongoing oversight of short-term debt facilities. Proceeds from the issuance of common stock totaling $2,941,760 were related to sales conducted pursuant to the Company's at-the-market (ATM) equity program. Additionally, the Company received proceeds of $516,000 from the issuance of convertible notes entered into during April 2026. Financing cash outflows included payments of financing fees of $129,253, repayments of notes payable of $488,859, payments of finance lease liabilities of $3,885, and the repurchase of treasury stock totaling $512,997. No proceeds were received from new note payables or related party loans during the period.

Previous wording

The Company’s unaudited condensed 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 three-month period ended March 31, 2026, the Company generated revenue of $17,927,892, incurred a net loss of $2,805,423, and used $1,067,067 of net cash in operating activities. As of March 31, 2026, the Company had cash and cash equivalents of $514,702 and restricted cash of $1,644,219, compared to $715,674 and $2,744,219 as of December 31, 2025. The Company also had positive working capital of $2,812,487, an accumulated deficit of $135,972,696, and stockholders’ equity of $19,826,359.

Current 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, 2026, the Company generated revenue of $36,914,268, incurred a net loss of $8,891,945, and used $2,785,320 of net cash in operating activities. As of June 30, 2026, the Company had cash and cash equivalents of $1,800,949 and restricted cash of $644,219, compared to $715,674 and $2,744,219 as of December 31, 2025. The Company also had positive working capital of $1,825,987, an accumulated deficit of $142,059,218, and stockholders' equity of $20,674,483.

Previous wording

From a financing perspective, during the three-month period ended March 31, 2026, the Company raised capital through its At-the-Market (“ATM”) program, generating gross proceeds of approximately $1,832,524, which enhanced its liquidity position. In addition, 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, and potential additional tranches subject to certain conditions; this agreement remains in effect. The Company may also enter into new convertible financing arrangements and intends to continue and potentially expand its ATM program to support future liquidity needs. Moreover, on November 7, 2025, the Company filed a shelf Registration Statement on Form S-3 (File No. 333-286550) with the Securities and Exchange Commission to register up to $200.0 million of securities, including common stock, preferred stock, warrants, units, and subscription rights, for potential future capital raising activities. The filing also served as a replacement registration statement pursuant to Rule 415(a)(6) under the Securities Act for previously unsold securities registered under the prior Registration Statement on Form S-3 (File No. 333-267550). As of the filing date of these unaudited condensed consolidated financial statements, the registration statement has not yet been declared effective by the SEC.

Current wording

From a financing perspective, during the three-month period ended June 30, 2026, the Company raised capital through its At-the-Market (“ATM”) program, generating gross proceeds of approximately $2,941,760, which enhanced its liquidity position. In addition, 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, and potential additional tranches subject to certain conditions; this agreement remains in effect. The Company may also enter into new convertible financing arrangements and intends to continue and potentially expand its ATM program to support future liquidity needs.

Previous wording

As noted above, the accompanying condensed 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 condensed consolidated financial statements are issued.

Current wording

As noted above, the accompanying unaudited condensed 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 condensed consolidated financial statements are issued.

Previous wording

As of March 31, 2026, we had 49,867,750 shares of our common stock issued, respectively, and 49,781,253 shares outstanding. In addition, there were 39,816,918 common shares issuable upon the conversion of our outstanding convertible notes and the exercise of our outstanding warrants.

Current wording

As of June 30, 2026, we had 83,407,714 shares of our common stock issued and 80,671,717 shares outstanding. In addition, there were 34,209,667 common shares issuable upon the conversion of our outstanding convertible notes and the exercise of our outstanding warrants.