Cosmos Health Inc 2025年度报告

FORM 10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from __________ to __________ Commission file number:000-54436 COSMOS HEALTH INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction ofCompany or organization) 55438(Zip Code) 5 Agiou Georgiou Str, Pilea, Thessaloniki, Greece(Address of principal executive offices) Registrant’s telephone number:(312) 536-3102 Securities registered under Section 12(b) of the Exchange Act: Name of each exchange on which registeredThe Nasdaq Capital Market Securities registered under Section 12(g) of the Exchange Act: Title of each className of each exchange on which registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated Filer☒(Do not check if a smaller reporting company) Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by its registered publicaccounting firm that provided or issued its audit report.☐ Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to $0.42,the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter 9,526,306 as of June 30, 2025. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:50,824,657 as ofApril 14, 2026. DOCUMENTS INCORPORATED BY REFERENCE:NONE TABLEOF CONTENTS PART IItem 1.Business4Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments22Item 1C.Cybersecurity22Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures23PART IIItem 5.Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities24Item 6.Reserved27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk46Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure47Item 9A.Controls and Procedures47Item 9B.Other Information48Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48PART IIIItem 10.Directors, Executive Officers and Corporate Governance49Item 11.Executive Compensation53Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters56Item 13.Certain Relationships and Related Transa