[8-K] Cosmos Health Inc. Reports Material Event

Rhea-AI Filing Summary

COSMOS HEALTH INC. reported that Nasdaq notified the company on December 11, 2025 that it is not in compliance with the Nasdaq Listing Rule requiring a minimum bid price of $1.00 per share for 30 consecutive business days. The company now has 180 calendar days from December 11, 2025 to regain compliance by keeping its common stock closing bid price at or above $1.00 per share for at least 10 consecutive business days.

If the company does not otherwise regain compliance with this listing standard, it states that it intends to implement a reverse stock split to meet the rule. Nasdaq will also display an indicator with quotation information related to the company’s securities, signaling the current non-compliance status to the market.

Insights

Equity listing and capital markets analyst

Nasdaq minimum bid price non-compliance raises delisting and reverse split risk.

Cosmos Health Inc. (COSM) has been notified by Nasdaq that it failed to maintain the required minimum bid price of $1.00 per share for 30 consecutive business days under Listing Rule 5550(a)(2). The company has a 180 calendar day grace period from December 11, 2025 to restore compliance by achieving a closing bid price of at least $1.00 per share for at least 10 consecutive business days.

The disclosure also notes that if Cosmos Health cannot otherwise regain compliance within the allowed period, it intends to effect a reverse stock split to meet the listing requirement. Reverse splits are a common mechanical tool to raise per-share price but do not change the company’s underlying value; their use often signals sustained share price weakness.

Nasdaq will display an indicator alongside quotation information for the company’s securities, making the non-compliance visible to market participants. The ultimate impact depends on whether the company can achieve the required minimum bid level within the 180-day window or proceed with the contemplated reverse split to maintain its Nasdaq Capital Market listing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

COSMOS HEALTH INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54436		27-0611758
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5 AGIOU GEORGIOU, Pilea, Thessaloniki, Greece		55438
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (312) 865-0026

N/A

(Former name or former address, if changed since last report.)

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Common Stock, $.001 par value		COSM		Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On December 11, 2025, Cosmos Health Inc. (the “Company”) received a non-compliance letter from Nasdaq for its failure to maintain a minimum bid price of $1.00 per share for thirty (30) consecutive business days in accordance with Nasdaq Listing Rule 5550(a)(2) (the “Listing Rule”). The Company has one hundred eighty (180) calendar days from December 11, 2025, to regain compliance by maintaining the closing bid price of the Company’s common stock of at least $1.00 per share for a minimum of ten (10) consecutive business days. In the event the Company cannot otherwise regain compliance with the Listing Rule, it intends to effect a reverse stock split to regain compliance with said Listing Rule. An indicator will be displayed with quotation information related to the Company’s securities.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COSMOS HEALTH INC.
Date: December 18, 2025	By:	/s/ Georgios Terzis
		Georgios Terzis
		Chief Financial Officer

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