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Cosmos Health (NASDAQ: COSM) lifts Q2 sales 28.8% as losses deepen

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cosmos Health Inc. (COSM) reported record second-quarter 2026 and first-half 2026 revenue, with Q2 revenue of $18.99 million, up 28.8% year-over-year, and first-half revenue of $36.91 million, up 29.7%. Adjusted revenue rose 31.0% in Q2 to $19.32 million, implying an adjusted annualized revenue run-rate exceeding $75 million.

Adjusted gross profit increased 58.4% in Q2 to $1.84 million, with adjusted gross margin expanding 165 basis points to 9.54%, while operating expenses grew 16.5%, roughly half the revenue growth rate, indicating operating leverage. However, COSM remained unprofitable, with Q2 net loss widening to $6.09 million and EBITDA at $(5.18) million, though adjusted EBITDA modestly improved to $(1.13) million. The balance sheet improved as total liabilities fell 13.3% to $40.79 million, stockholders’ equity rose 12.2% to $20.67 million, and liquid assets totaled $4.15 million. A $5.0 million share repurchase program is underway, with 5,112,000 shares bought for approximately $1.11 million, and 4,874,126 Series B warrants expired unexercised, eliminating about 38% of warrant overhang with no dilution.

Positive

  • Revenue growth nearly 30%: Q2 2026 revenue was $18.99 million, up 28.8%, and first-half revenue was $36.91 million, up 29.7% year-over-year, with contributions from all core divisions.
  • Adjusted gross profit up 58%: Q2 2026 adjusted gross profit rose to $1.84 million, up 58.4%, and adjusted gross margin expanded 165 basis points to 9.54%.
  • Balance sheet de-risking: Total liabilities decreased 13.3% by $6.27 million to $40.79 million, while stockholders’ equity increased 12.2% to $20.67 million and the liabilities-to-assets ratio improved by 550 basis points to 66.4%.
  • Active capital return and reduced warrant overhang: The company repurchased 5,112,000 shares for approximately $1.11 million under a $5.0 million program, and 4,874,126 Series B warrants expired unexercised, eliminating about 38% of total warrant overhang with no dilution.
  • Strong commercial pipeline: Cana Laboratories’ contract manufacturing orderbook reached an all-time high of over 25 million units, and CosmoFarm delivered record quarterly revenue of over $15 million, a $60+ million annualized run-rate.

Negative

  • Losses widened significantly: Q2 2026 net loss was $(6.09) million versus $(2.83) million a year earlier, and first-half net loss was $(8.89) million versus $(3.65) million.
  • EBITDA more negative: Q2 2026 EBITDA was $(5.18) million compared to $(2.19) million in Q2 2025, and first-half EBITDA was $(7.26) million versus $(2.59) million, reflecting sizable non-cash fair value charges.
  • Profitability still negative on an adjusted basis: Q2 2026 adjusted EBITDA remained negative at $(1.13) million and adjusted net loss was $(1.69) million; first-half adjusted net loss was $(2.65) million.
  • GAAP gross margin remains low: Q2 2026 gross margin was 7.96%, and first-half gross margin declined to 7.84% from 11.29%, impacted by sales discount reversals.

Filing Explained

As of August 19, 2026, potential EIB financing and a proposed Doc Pharma acquisition had not become completed transactions.

This Form 8-K reports specified material events, including Q2 and first-half results and related corporate developments; its newly disclosed capital actions remain prospective, so the filing does not place an EIB financing or Doc Pharma acquisition in a completed state.

Through Cana Laboratories, the company entered an advisory agreement with the European Investment Bank under which financing could represent up to €25 million; that figure is a potential ceiling, not funding disclosed as received or committed.

The company also identified approximately $20 million of non-core assets for possible monetization to accelerate growth, which is a potential liquidity source rather than reported monetization proceeds.

The Doc Pharma disclosure is a signed letter of intent to acquire the affiliated manufacturer, leaving the acquisition proposed rather than completed in this filing.

Subsequent disclosures would need to establish whether EIB financing is funded, non-core assets are monetized, or the Doc Pharma transaction reaches completion.

Q2 2026 Revenue $18,986,376 Three months ended June 30, 2026; up 28.8% from $14,745,702 in Q2 2025
H1 2026 Revenue $36,914,268 Six months ended June 30, 2026; up 29.7% from $28,458,230 in 2025 period
Q2 2026 Adjusted Gross Profit $1,843,588 Three months ended June 30, 2026; up 58.4% vs prior-year Q2
Q2 2026 Net Loss $6,086,522 Three months ended June 30, 2026; wider than $2,828,068 in Q2 2025
Total Liabilities $40,787,471 As of June 30, 2026; decreased by $6.27 million (13.3%) from year-end 2025
Stockholders' Equity $20,674,483 As of June 30, 2026; up 12.2% from $18,424,629 at December 31, 2025
Liquid Assets $4,150,000 Comprising $2.45 million cash and cash equivalents and $1.70 million digital assets and marketable securities
Shares Repurchased to Date 5,112,000 shares for approximately $1,110,000 Under up to $5.0 million share repurchase program authorized June 26, 2026
Adjusted EBITDA financial
"Adjusted EBITDA was ($1.13 million) in Q2 2026, an improvement..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
sales discount reversal financial
"Adjusted revenue was $19.32 million... excluding sales discount reversals..."
A sales discount reversal happens when a company takes back a price reduction it previously recorded on a sale—for example because a customer didn’t qualify for the discount, returned goods were fewer than expected, or accounting estimates changed. For investors, it matters because reversing discounts raises reported sales and profit in the short term but can signal one-time bookkeeping adjustments rather than sustainable revenue growth; think of it like correcting a price tag mistake after the receipt has been issued.
liabilities-to-assets ratio financial
"the liabilities-to-assets ratio improved by 550 basis points to 66.4%..."
The liabilities-to-assets ratio measures how much of a company’s resources are claimed by debts and obligations by dividing total liabilities by total assets. It tells investors what portion of a company’s value is financed by creditors rather than owners; like checking how much of a house’s value is covered by a mortgage, a higher ratio means more leverage and financial risk while a lower ratio suggests a more conservative balance sheet.
Good Manufacturing Practices (GMP) regulatory
"Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP)..."
Good manufacturing practices (GMP) are the set of rules and controls that ensure drugs, medical devices, and related products are made cleanly, consistently, and to the quality claimed on the label. For investors, GMP matters because meeting these standards reduces the chance of product recalls, production shutdowns, fines, or lost approvals—similar to a restaurant that follows strict recipes and hygiene to avoid food poisoning and keep customers coming back.
non-GAAP financial measures financial
"We have included these non-GAAP financial measures because they are key measures..."
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Q2 2026 Revenue $18,986,376 Up 28.8% from $14,745,702 in Q2 2025
H1 2026 Revenue $36,914,268 Up 29.7% from $28,458,230 in the prior-year period
Q2 2026 Net Loss $(6,086,522) Wider than $(2,828,068) in Q2 2025
Q2 2026 Adjusted EBITDA $(1,130,888) Improved from $(1,312,280) in Q2 2025
Total Liabilities as of June 30, 2026 $40,787,471 Decreased by $6.27 million (13.3%) from $47.05 million at year-end 2025
Stockholders' Equity as of June 30, 2026 $20,674,483 Increased by $2.25 million (12.2%) from $18,424,629 at December 31, 2025

FAQ

How did COSM’s revenue perform in Q2 2026 and the first half of 2026?

COSM reported Q2 2026 revenue of $18.99 million, up 28.8% year-over-year, and first-half 2026 revenue of $36.91 million, up 29.7%. Adjusted revenue was $19.32 million in Q2 and $37.72 million for the first half, implying an adjusted annualized run-rate above $75 million.

Was Cosmos Health (COSM) profitable in Q2 2026?

No. COSM recorded a Q2 2026 net loss of $(6.09) million, compared to $(2.83) million in Q2 2025. EBITDA was $(5.18) million, while adjusted EBITDA improved slightly to $(1.13) million, still negative.

How did COSM’s margins change in Q2 2026?

Q2 2026 gross margin was 7.96% versus 7.89% a year earlier. Adjusted gross margin, excluding sales discount reversals, expanded 165 basis points to 9.54%. First-half adjusted gross margin was 9.80%.

What changes occurred in COSM’s balance sheet by June 30, 2026?

By June 30, 2026, total liabilities fell 13.3% to $40.79 million, and stockholders’ equity rose 12.2% to $20.67 million. The liabilities-to-assets ratio improved to 66.4%, and liquid assets totaled $4.15 million.

How much stock has Cosmos Health (COSM) repurchased under its $5 million program?

Under its up to $5.0 million share repurchase program authorized June 26, 2026, COSM repurchased 5,112,000 shares for approximately $1.11 million as of the date referenced, with purchases continuing into Q3 2026.

What is the status of Cosmos Health’s warrant overhang?

COSM reported that 4,874,126 Series B warrants expired unexercised, eliminating approximately 38% of total warrant overhang with no dilution to shareholders.

What commercial milestones did COSM report for Q2 2026?

COSM highlighted CosmoFarm’s record quarterly revenue over $15 million and over 75 new pharmacies added, Cana Laboratories’ orderbook above 25 million units, pan-European distribution for Sky Premium Life, and contracts such as a 3.9 million-unit Verisfield agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EXHIBIT 99.1

 

Cosmos Health Reports Q2 2026 Results: Record Q2 and H1 Revenue of $19.0M and $36.9M, Up 29% and 30%; Q2 Adjusted Gross Profit Up 58%; Total Liabilities Reduced 13%; Stockholders' Equity Up 12%; $5M Share Repurchase Program Underway

 

 

·

Highest Q2 and H1 revenue in Company history, reflecting strength across all core segments and reaching a new milestone with an adjusted annualized revenue run-rate exceeding $75 million

 

 

 

 

·

Continued progress toward profitability targets, with adjusted gross profit reaching approximately $7.4 million on an annualized basis, adjusted gross margin expanding 165 basis points to 9.54%, and adjusted EBITDA improving 13.8%

 

 

 

 

·

Demonstrated operating leverage and disciplined inventory management, with Q2 operating expenses growing at roughly half the rate of revenue and first-half inventory down 21.8% despite nearly 30% revenue growth

 

 

 

 

·

Strengthened balance sheet, with total liabilities decreasing 13.3% by $6.27 million, stockholders' equity rising 12.2% to $20.67 million, and the liabilities-to-assets ratio improving by 550 basis points

 

 

 

 

·

Liquid assets of $4.15 million, comprising cash, marketable securities and digital assets

 

 

 

 

·

Share repurchase program actively underway as record momentum continues into Q3 2026

 

CHICAGO, IL / GLOBE NEWSWIRE / August 19, 2026 / Cosmos Health Inc. ("Cosmos Health" or the "Company") (NASDAQ:COSM), a diversified, vertically integrated global healthcare group, today reported financial results for the second quarter and six months ended June 30, 2026.

 

Second Quarter and First Half 2026 Financial Highlights

 

Income Statement

Cosmos Health delivered its highest second-quarter and first-half revenue in Company history, with growth contributed by every core division. Decahedron nearly doubled its revenue in the United Kingdom, Cana Laboratories built its contract manufacturing orderbook to an all-time high of over 25 million units, CosmoFarm added more than 75 new pharmacies to its distribution network, and the Company's proprietary brands — including Sky Premium Life, C-Sept and C-Scrub — continued their international expansion.

 

 

·

Revenue was $18.99 million in Q2 2026, an increase of 28.8% from $14.75 million in Q2 2025, and $36.91 million for the first half, up 29.7% from $28.46 million in the prior-year period, driven by higher sales volumes across all core segments.

 

 

Adjusted revenue was $19.32 million in Q2 2026, up 31.0%, and $37.72 million for the first half, up 32.5%, excluding sales discount reversals of $0.33 million and $0.80 million, respectively.

 

 
1

 

 

 

 

·

Gross profit was $1.51 million in Q2 2026, an increase of 29.9% from $1.16 million in Q2 2025, broadly in line with revenue growth. For the first half, gross profit was $2.89 million compared to $3.21 million in the prior-year period, primarily reflecting $0.80 million of sales discount reversals with no corresponding reduction in cost of goods sold.

 

 

Adjusted gross profit, excluding those reversals, was $1.84 million in Q2 2026, up 58.4%, and $3.70 million for the first half, up 15.0%.

 

·

Gross margin was 7.96% in Q2 2026, compared to 7.89% in Q2 2025, and 7.84% for the first half, compared to 11.29% in the prior-year period, with the first-half decline reflecting the same reversals.

 

 

Adjusted gross margin, excluding those reversals, expanded 165 basis points to 9.54% in Q2 2026 and was 9.80% for the first half.

 

·

Total operating expenses were $4.44 million in Q2 2026, an increase of 16.5% from $3.81 million in Q2 2025, and $8.00 million for the first half, up 19.6% from $6.69 million in the prior-year period — in both periods growing well below revenue, which rose 28.8% and 29.7%, respectively.

 

 

The increase reflected higher administrative costs supporting Decahedron's expansion in the United Kingdom, together with higher advertising and promotional spend behind the Company's proprietary nutraceutical brands.

 

 

Salaries and wages declined 0.7% year-over-year in Q2 2026, despite significant revenue growth, demonstrating positive operating leverage.

 

·

Net income (loss) was ($6.09 million) in Q2 2026, compared to ($2.83 million) in Q2 2025, and ($8.89 million) for the first half, compared to ($3.65 million) in the prior-year period, primarily reflecting $2.65 million of non-cash charges in the quarter, principally related to fair value adjustments on the Company's financing arrangements.

 

 

EBITDA was ($5.18 million) in Q2 2026, compared to ($2.19 million) in Q2 2025, and ($7.26 million) for the first half, compared to ($2.59 million) in the prior-year period, also impacted by the same non-cash fair-value charges.

 

 

Adjusted EBITDA was ($1.13 million) in Q2 2026, an improvement from ($1.31 million) in Q2 2025, and ($1.72 million) for the first half, compared to ($1.14 million) in the prior-year period, as revenue growth was offset by strategic investments supporting the Company's expansion.

 

 

Adjusted net income (loss) was ($1.69 million) in Q2 2026, compared to ($1.60 million) in Q2 2025, and ($2.65 million) for the first half, compared to ($1.52 million) in the prior-year period, primarily reflecting higher net interest expense.

 

 
2

 

 

Balance Sheet

Cosmos Health strengthened its capital structure during the first half of 2026, reducing total liabilities for a second consecutive quarter while lifting stockholders' equity and improving working capital efficiency, with receivables and inventory both declining against nearly 30% revenue growth on improved collections and more disciplined inventory management.

 

 

·

Total liabilities decreased by $6.27 million, or 13.3%, to $40.79 million as of June 30, 2026, from $47.05 million at year-end 2025.

 

·

Total assets were $61.46 million as of June 30, 2026, compared to $65.48 million at year-end 2025. The asset base remains diversified, including a solid real estate and intellectual property portfolio.

 

 

Liquid assets totaled $4.15 million, comprising cash and cash equivalents of $2.45 million and digital assets and marketable securities of $1.70 million.

 

·

Total stockholders' equity increased by $2.25 million, or 12.2%, to $20.67 million from $18.42 million at December 31, 2025, while the liabilities-to-assets ratio improved by 550 basis points to 66.4% from 71.9%.

 

Share Repurchase Program

On June 26, 2026, the Company's Board of Directors authorized a share repurchase program of up to $5.0 million, expiring December 31, 2026 and renewable at the Company's sole discretion. Cosmos Health repurchased 2,650,000 shares for approximately $513,000 during the second quarter, and open market purchases have continued into Q3 2026, bringing total repurchases as of this date to 5,112,000 shares for approximately $1.11 million.

 

Q2 2026 Business Highlights

 

Commercial Expansion

 

 

·

CosmoFarm delivered record quarterly revenue of over $15 million, a $60+ million annualized run-rate, adding over 75 new pharmacies

 

·

Achieved pan-European distribution for Sky Premium Life through Skroutz, making products available across all 27 EU Member States

 

·

Signed a distribution agreement with International Medical Company for Qatar, whose Kulud Pharmacies arm is the country's largest chain, securing an initial order of 31,000 Sky Premium Life units

 

·

Received a third consecutive order from Pharmalink in the UAE for 60,000 Sky Premium Life units, taking cumulative orders to 270,000

 

United States Expansion

 

 

·

Introduced the "18 Series," a science-driven nutraceutical platform targeting a portfolio of 18 products. Initial focus areas include liver health, joint and inflammation support, cardiovascular health, men's wellness and healthy aging

 

·

Entered the $163 billion global skincare market, with U.S. sales already underway

 

 
3

 

 

Contract Manufacturing

 

 

·

Cana Laboratories built its orderbook to an all-time high of over 25 million units across nine therapeutic categories, under agreements extending up to ten years

 

·

Signed a 3.9 million-unit agreement with Verisfield for VASCLOR GEST progesterone pessaries

 

·

Signed a 2.86 million-unit agreement with Pharmex S.A. across three dermatological products

 

·

Received further orders from Nassington and Verisfield totalling 253,657 units across a range of medicines

 

·

Inaugurated a new capsule production line alongside a five-year agreement with Provident Pharmaceuticals for 385,000 units of CERTORUN

 

Clinical Validation and New Categories

 

 

·

C-Scrub Wash 4% successfully completed testing under EN 12791, the European standard for surgical hand disinfection, supporting entry into hospital, surgical and professional healthcare channels

 

·

C-Sept PRO gained traction across leading Greek public and private hospital groups

 

·

Reported annualized sales above $1.5 million for C-Scrub and C-Sept in the UK and Greece, with planned EU expansion targeting $7.4 million in revenue and $5.3 million in gross profit

 

·

Entered the $69 billion global animal health industry with a veterinary formulation of C-Scrub Wash 4%, following successful testing under EN 1656 and EN 1657

 

R&D and Innovation

 

 

·

Consolidated full ownership of the CCX0722 weight-management hydrogel patent and advanced the international application into the United States, Europe, Australia and Canada

 

·

Expanded AI integration across order management, warehouse and supply chain operations, with the potential to reduce certain operating expenses by up to 30%

 

 
4

 

 

Corporate and Capital Structure

 

 

·

Entered into an advisory agreement through Cana Laboratories with the European Investment Bank (EIB) for the financing of its R&D programme, under which EIB financing could represent up to €25 million

 

·

Identified approximately $20 million in non-core assets available for monetization to accelerate growth

 

·

Signed a letter of intent to acquire Doc Pharma S.A., an affiliated European GMP pharmaceutical manufacturer

 

·

4,874,126 Series B warrants expired unexercised, eliminating approximately 38% of total warrant overhang with no dilution

 

·

Board authorized a share repurchase program of up to $5.0 million

 

Management Commentary

 

Greg Siokas, CEO of Cosmos Health, stated: "Q2 2026 was a record second quarter, with revenue of $18.99 million, up 29% year-over-year, capping a record first half of $36.91 million. On an adjusted basis, this represents an annualized revenue run-rate in excess of $75 million — a new milestone for Cosmos, and one achieved before any impact from potential acquisitions or from second-half seasonality, which was materially stronger last year and which we expect again this year. Every core division contributed: CosmoFarm added over 75 pharmacies, Cana built its contract manufacturing orderbook to over 25 million units, and Decahedron nearly doubled its revenue in the United Kingdom.

 

Our proprietary brands continued to gain ground. Sky Premium Life extended its reach across Europe and the UAE through new distribution agreements. C-Scrub and C-Sept continued to build momentum, with C-Sept PRO gaining traction across leading Greek hospital groups, and C-Scrub cleared EN 12791 for surgical hand disinfection — opening the hospital and surgical channels as well as an entirely new vertical for us in animal health.

 

During the quarter we also took our U.S. expansion from concept to execution with the 18 Series, a portfolio we are building toward 18 clinically validated products spanning liver health, joint and inflammation support, cardiovascular health, men's wellness and healthy aging, among other areas. Supported by local manufacturing, we expect the United States to become one of our principal growth engines.

 

Equally important is how we achieved this growth. Adjusted gross profit rose 58% in the quarter with adjusted gross margin expanding 165 basis points, operating expenses grew at little more than half the rate of revenue, and we reduced both receivables and inventory while revenue grew nearly 30%. That is the operating leverage we have been building toward, and we are investing to extend it — a new capsule production line at Cana, robotic automation and AI systems at CosmoFarm, and AI integration across order management, warehousing and supply chain, where we see scope to reduce certain operating expenses further.

 

We also cut total liabilities by $6.3 million since year-end, lifting stockholders' equity 12% to $20.7 million and improving our liabilities-to-assets ratio by 550 basis points. Separately, we began buying back our own stock because we believe our shares trade well below the underlying value of our diversified asset base and growth prospects.

 

Moving forward, we are starting to see the benefits of economies of scale and vertical integration, and we expect increased efficiencies to play an important role as we progress toward sustained profitability. That momentum carries into Q3 2026 across every core segment, with our U.S. platform beginning to contribute."

 

 
5

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in $)

 

 

 

 

 

 

 

 

 

 

 

 

GAAP FIGURES

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

18,986,376

 

 

 

14,745,702

 

 

 

36,914,268

 

 

 

28,458,230

 

GROSS PROFIT

 

 

1,511,662

 

 

 

1,163,814

 

 

 

2,892,833

 

 

 

3,213,613

 

TOTAL OPERATING EXPENSES

 

 

4,437,269

 

 

 

3,809,133

 

 

 

8,002,619

 

 

 

6,692,077

 

GAIN (LOSS) FROM OPERATIONS

 

 

(2,925,607 )

 

 

(2,645,319 )

 

 

(5,109,786 )

 

 

(3,478,464 )

TOTAL OTHER INCOME (EXPENSE), NET

 

 

(3,160,915 )

 

 

(182,749 )

 

 

(3,782,159 )

 

 

(167,701 )

NET LOSS

 

 

(6,086,522 )

 

 

(2,828,068 )

 

 

(8,891,945 )

 

 

(3,646,165 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-GAAP FIGURES*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADJUSTED REVENUE

 

 

19,318,302

 

 

 

14,745,702

 

 

 

37,716,796

 

 

 

28,458,230

 

ADJUSTED GROSS PROFIT

 

 

1,843,588

 

 

 

1,163,814

 

 

 

3,695,361

 

 

 

3,213,613

 

ADJUSTED EBITDA

 

 

(1,130,888 )

 

 

(1,312,280 )

 

 

(1,719,040 )

 

 

(1,139,948 )

ADJUSTED NET INCOME (LOSS)

 

 

(1,687,511 )

 

 

(1,595,307 )

 

 

(2,652,219 )

 

 

(1,518,756 )

 

(*) See "Definitions of Non-GAAP Measures" and "Reconciliation of Non-GAAP Measures" sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.

 

Definitions of Non-GAAP Measures

 

We collect and analyze operating and financial data to evaluate the health of our business and assess our performance. In addition to Revenue, Gross Profit, Income (Loss) from Operations and Net Income (Loss) under GAAP, we use: Adjusted Revenue, Adjusted Gross Profit, EBITDA, Adjusted EBITDA, and Adjusted Net Income (Loss). We have included these non-GAAP financial measures because they are key measures used by our management to evaluate our operating performance. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. Therefore, these non-GAAP financial measures are presented here. Our calculation of these non-GAAP financial measures may differ from similarly titled non-GAAP measures, if any, reported by our peer companies. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.

 

 
6

 

 

Adjusted Revenue

We define Adjusted Revenue as GAAP Revenue adjusted to include revenues subject to revenue recognition timing adjustments. Adjusted Revenue is supplemental in nature and is not meant as a substitute for Revenue prepared in accordance with GAAP.

 

Adjusted Gross Profit

We define Adjusted Gross Profit as GAAP Gross Profit adjusted for the same revenue recognition timing adjustments described under Adjusted Revenue above. Adjusted Gross Profit is supplemental in nature and is not meant as a substitute for Gross Profit prepared in accordance with GAAP.

 

Adjusted EBITDA

We define Adjusted EBITDA as Income (Loss) before Income Taxes, excluding (i) depreciation and amortization expense, (ii) interest income (expense), net, (iii) non-cash interest expense and change in fair value of convertible notes, (iv) stock-based compensation expense, (v) non-recurring and extraordinary items, (vi) other income (expense), net, (vii) gain (loss) on equity investments, net, (viii) change in fair value of derivative liability, (ix) gain (loss) on digital assets, (x) foreign currency transaction, net, and (xi) sales discount reversals.

 

We have included Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and non-recurring and extraordinary items.

 

For investors to better evaluate the Company's performance and compare results across reporting periods, Cosmos Health provides a reconciliation of GAAP to non-GAAP financial measures. These adjustments exclude certain non-cash and non-recurring items, including stock-based compensation, non-cash interest expense, changes in the fair value of derivatives and convertible notes, gains or losses on digital assets, foreign currency transactions, sales discount reversals, and other non-operating or non-recurring items, as applicable and as further described above.

 

The presentation of the Company's non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the Company's financial results prepared in accordance with GAAP, and the Company's non-GAAP measures may be different from non-GAAP measures used by other companies. Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP.

  

Adjusted Net Income (Loss)

We define Adjusted Net Income (Loss) as Adjusted EBITDA (see above) adding provision for income taxes and deducting interest expense.

 

Adjusted Net Income (Loss) has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP.

 

 
7

 

 

Reconciliation of Non-GAAP Measures

 

Adjusted Revenue, Adjusted Gross Profit, Adjusted EBITDA & Adjusted Net Income (Loss)

 

The following table presents reconciliations of Adjusted Revenue, Adjusted Gross Profit, Adjusted EBITDA and Adjusted Net Income (Loss) to the most directly comparable GAAP financial measures for each of the periods indicated.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in $)

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

 

18,986,376

 

 

 

14,745,702

 

 

 

36,914,268

 

 

 

28,458,230

 

Sales discount reversal

 

 

331,926

 

 

 

 

 

 

 

802,528

 

 

 

 

 

ADJUSTED REVENUE

 

 

19,318,302

 

 

 

14,745,702

 

 

 

37,716,796

 

 

 

28,458,230

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

1,511,662

 

 

 

1,163,814

 

 

 

2,892,833

 

 

 

3,213,613

 

Sales discount reversal

 

 

331,926

 

 

 

-

 

 

 

802,528

 

 

 

-

 

ADJUSTED GROSS PROFIT

 

 

1,843,588

 

 

 

1,163,814

 

 

 

3,695,361

 

 

 

3,213,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

(6,086,522 )

 

 

(2,828,068 )

 

 

(8,891,945 )

 

 

(3,646,165 )

Adjustments (add back):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

349,181

 

 

 

353,862

 

 

 

697,360

 

 

 

674,301

 

Interest (income) / expense, net

 

 

556,623

 

 

 

283,027

 

 

 

933,179

 

 

 

378,808

 

EBITDA

 

 

(5,180,717 )

 

 

(2,191,179 )

 

 

(7,261,405 )

 

 

(2,593,056 )

Sales discount reversal

 

 

331,926

 

 

 

-

 

 

 

802,528

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recurring and extraordinary items

 

 

554,753

 

 

 

376,157

 

 

 

796,215

 

 

 

504,584

 

Stock based compensation

 

 

558,858

 

 

 

603,020

 

 

 

1,094,644

 

 

 

1,159,632

 

Other (income) / expense, net

 

 

(37,979 )

 

 

42,190

 

 

 

(479,041 )

 

 

110,327

 

(Gain) / loss on equity investments, net

 

 

(3,650 )

 

 

(2,639 )

 

 

7,602

 

 

 

(5,781 )

Non-cash interest expense / Change in fair value of convertible notes

 

 

2,785,787

 

 

 

302,695

 

 

 

2,936,657

 

 

 

302,695

 

Change in fair value of derivative liability

 

 

(577,347 )

 

 

-

 

 

 

(809,315 )

 

 

-

 

Gain/(Loss) on digital assets

 

 

404,145

 

 

 

-

 

 

 

846,584

 

 

 

-

 

Foreign currency transaction, net

 

 

33,336

 

 

 

(442,524 )

 

 

346,493

 

 

 

(618,348 )

ADJUSTED EBITDA

 

 

(1,130,888 )

 

 

(1,312,280 )

 

 

(1,719,040 )

 

 

(1,139,948 )

Interest income / (expense), net

 

 

(556,623 )

 

 

(283,027 )

 

 

(933,179 )

 

 

(378,808 )

ADJUSTED NET INCOME

 

 

(1,687,511 )

 

 

(1,595,307 )

 

 

(2,652,219 )

 

 

(1,518,756 )

 

 
8

 

  

CONDENSED CONSOLIDATED BALANCE SHEET DATA

 

 

 

June 30, 2026

 

 

March 31, 2026

 

 

December 31, 2025

 

(in $)

 

(Unaudited)

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

Cash & cash equivalents

 

 

2,445,168

 

 

 

2,158,921

 

 

 

3,459,893

 

Inventory

 

 

4,518,560

 

 

 

5,650,458

 

 

 

5,778,142

 

Accounts receivable, prepaid expenses and other current assets

 

 

29,217,388

 

 

 

28,594,752

 

 

 

28,662,583

 

Property and equipment, net

 

 

10,140,150

 

 

 

10,280,203

 

 

 

10,578,858

 

Goodwill and intangible assets, net

 

 

6,965,934

 

 

 

7,225,011

 

 

 

7,569,695

 

Loans receivable

 

 

3,472,916

 

 

 

3,605,388

 

 

 

3,633,839

 

Other noncurrent assets

 

 

4,701,838

 

 

 

4,854,278

 

 

 

5,794,508

 

TOTAL ASSETS

 

 

61,461,954

 

 

 

62,369,011

 

 

 

65,477,518

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

15,297,625

 

 

 

15,689,061

 

 

 

17,412,973

 

Other current liabilities

 

 

6,760,621

 

 

 

6,701,051

 

 

 

6,047,940

 

Lines of credit

 

 

8,745,807

 

 

 

7,856,208

 

 

 

9,177,684

 

Notes payable

 

 

7,075,633

 

 

 

9,954,812

 

 

 

11,485,084

 

Other non-current and finance/lease liabilities

 

 

2,907,785

 

 

 

2,341,520

 

 

 

2,929,208

 

Stockholders' and mezzanine equity

 

 

20,674,483

 

 

 

19,826,359

 

 

 

18,424,629

 

TOTAL LIABILITIES AND STOCKHOLDERS'/MEZZANINE EQUITY

 

 

61,461,954

 

 

 

62,369,011

 

 

 

65,477,518

 

 

 
9

 

 

About Cosmos Health Inc.

Cosmos Health Inc. (Nasdaq:COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life®, Mediterranation®, bio-bebe®, C-Sept® and C-Scrub®. Through its subsidiary Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA), it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, enhanced by artificial intelligence drug repurposing technologies, and focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Cosmos Health has also entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, and has offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. More information is available at www.cosmoshealthinc.com, www.skypremiumlife.com, www.cana.gr, www.zipdoctor.co, www.cloudscreen.gr, as well as LinkedIn and X.

 

Forward-Looking Statements

With the exception of the historical information contained in this news release, the matters described herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” generally identify forward-looking statements, although not all forward-looking statements contain these words. These statements involve risks and uncertainties that may individually or materially affect the matters discussed herein for a variety of reasons outside the Company’s control, including, but not limited to: the Company’s ability to raise sufficient financing to implement its business plan; the effectiveness of its digital asset strategies, including accumulation and yield-generating activities; the impact of the war in Ukraine and ongoing conflicts in the Middle East and other regions on the Company’s business, operations, and the economy in general; the Company’s ability to successfully develop and commercialize its proprietary products and technologies; changes in interest rates; changes in foreign currency exchange rates, commodity or other price inflation and deflation; our ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation; the challenges of operating in international markets; the adequacy of insurance coverage; the effect of accounting charges and of adopting certain accounting standards; the impact of legal and regulatory changes, including changes to tax laws and regulations; guidance for fiscal 2026 and beyond and financial outlook. Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our historical experience and our expectations and projections. These risks and uncertainties include, but are not limited to, those described from time to time in our periodic reports filed with the SEC and available at the SEC’s website (www.sec.gov). There also may be other factors that we cannot anticipate or that are not described herein, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our filings with the Securities and Exchange Commission and in our other public statements.

 

Investor Relations Contact:

BDG Communications

cosm@bdgcommunications.com

 

 
10

 

Filing Exhibits & Attachments

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