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Cosmos Holdings Inc. 8-K Filings

COSM NASDAQ

Every 8-K that Cosmos Holdings Inc. (COSM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow COSM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full COSM filings page.

Rhea-AI Summary

Cosmos Health Inc. (COSM) reported preliminary, unaudited revenue of approximately $54.3 million for the nine months ended September 30, 2026, a company record and an increase of 19%, or $8.7 million, from $45.6 million in the same 2025 period. Preliminary third-quarter revenue was approximately $17.4 million, versus $17.1 million in Q3 2025 and $12.4 million in Q3 2024; the company called it a Q3 record and reported 40% growth over Q3 2024. Each of the first three 2026 quarters exceeded its prior record for that quarter.

Nine-month revenue was 83% of record full-year 2025 revenue of $65.3 million and nearly matched 2024 full-year revenue of $54.4 million. Growth was reported across contract manufacturing, pharmaceutical distribution and proprietary brands. Contract manufacturing had a record production pipeline of more than 32.7 million units, and distribution recorded volumes across a network of more than 1,500 pharmacies. Cosmos reaffirmed its full-year 2026 revenue outlook to surpass $90 million, approximately 38% above 2025, and currently expects Q4 to be its strongest quarter in company history. The estimates remain subject to quarter-end closing procedures and review, and actual results may differ.

Rhea-AI 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.

Rhea-AI Summary

COSMOS HEALTH INC. held its 2026 Annual Meeting of Stockholders on July 15, 2026, where stockholders elected six directors and approved several corporate proposals. Holders of 28,315,417 of 60,043,491 outstanding common shares were present or represented by proxy, about 47% of eligible shares.

Stockholders approved the company’s 2026 Equity Omnibus Plan and authorized the designation and issuance of 100,000 shares of Series B Preferred Stock, with rights and preferences set out in a Certificate of Designation filed in Nevada. They also ratified the independent registered public accounting firm. All proposals received approximately 79%–84% affirmative support.

Rhea-AI Summary

Cosmos Health announced that its board has authorized a share repurchase program of up to $5 million of common stock. The company may buy back shares in the open market, through privately negotiated deals, or other permitted methods under SEC Rules 10b5-1 and 10b-18.

The program runs through December 31, 2026 and can be renewed at the company’s discretion, with actual purchases dependent on market conditions and other factors. CEO Greg Siokas said the plan reflects confidence in record revenue, improving margins, global expansion, and noted the program is almost half of market capitalization as of June 29, 2026.

Rhea-AI Summary

Cosmos Health reported record Q1 2026 revenue of $17.93 million, up 31% from $13.71 million a year earlier, driven by growth across pharmacies, branded nutraceuticals, and contract manufacturing. Despite this, margins compressed and the company posted a larger GAAP net loss of $2.81 million versus $0.82 million.

On a non-GAAP basis, Adjusted EBITDA was near breakeven at -$0.23 million, compared with positive $0.37 million in Q1 2025, and Adjusted Net Loss was $1.00 million. The balance sheet improved as total liabilities fell by $4.51 million, or 9.6%, to $42.54 million, while stockholders’ equity rose 7.6% to $19.83 million, improving the liabilities-to-assets ratio to 68.2%. Cash and cash equivalents were about $2.16 million, and management highlighted ongoing U.S. expansion and an expectation that Adjusted EBITDA will turn positive as growth investments scale.

Rhea-AI Summary

Cosmos Health reported record full year 2025 revenue of $65.27 million, up 20% from 2024, driven by growth across contract manufacturing, wholesale distribution and proprietary brands. Gross profit rose to $7.90 million, an 83% increase, and gross margin expanded to 12.10% from 7.92%, reflecting a richer product mix and efficiency gains.

Despite this, the company posted a GAAP net loss of $19.14 million, wider than 2024, as operating expenses climbed to $24.60 million on hiring, global expansion and large provisions for doubtful accounts. On a non-GAAP basis, Adjusted EBITDA modestly improved to $(3.36) million, while Adjusted net loss per share improved from $(0.65) to $(0.12).

Liquidity strengthened, with cash and cash equivalents increasing to $3.46 million from $0.32 million and total assets rising to $65.48 million. The company launched a digital asset treasury strategy, including a financing facility of up to $300 million and a $2 million Ethereum investment, and secured long-term manufacturing contracts covering over 12 million units. CEO Greg Siokas increased his ownership by more than 3.3 million shares.

Rhea-AI 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.

Rhea-AI Summary

Cosmos Health Inc. (COSM) filed a Form 8-K stating that on November 17, 2025 it issued a press release announcing its financial results for the quarter and nine months ended September 30, 2025. The press release is included as Exhibit 99.1 and provides the detailed financial figures and commentary. The company notes that the information in Items 2.02 and 7.01 and in Exhibit 99.1 is being furnished, not filed, under securities law, which limits certain legal liabilities and how the information may be incorporated into other filings.

Rhea-AI Summary

Cosmos Health Inc. (COSM) reported that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement. Nasdaq notified the company that the closing bid price of its common stock was at least $1.00 per share for 18 consecutive business days, from September 22, 2025 to October 15, 2025, and the matter is now closed.

The update follows a prior notice on November 6, 2024 that COSM was below the $1.00 threshold for 30 consecutive business days. The company furnished a press release about the compliance status under Regulation FD.

Rhea-AI Summary

Cosmos Health Inc. reported that its Board appointed Theodoros C. Karkantzos as a director effective September 30, 2025. He was elected at the annual general meeting on the same date, with an initial term running until the company’s 2026 annual meeting of stockholders. On September 30, 2025, he was also named to the Board’s Nominating and Corporate Governance Committee.

Mr. Karkantzos has over 15 years of experience in investment and business development, including co-founding Blue Dot Digital Agency and working as a private investor across real estate, healthcare, equities, and hospitality in Europe. He holds an MPhil in Real Estate Finance from the University of Cambridge and a BSc in Management from the University of Warwick.

He will receive a $5,000 cash fee for serving on the Nominating & Corporate Governance Committee and an annual Board participation cash fee of $10,000, plus an equity grant under the company’s 2025 Omnibus Incentive Plan. The company notes there was no arrangement with any other person regarding his appointment and no related-party transactions involving him or his immediate family beyond consulting services previously provided without cash or equity compensation.

Rhea-AI Summary

Cosmos Health Inc. reported the results of its 2025 Annual Meeting of Stockholders held on September 30, 2025. Stockholders elected six directors to serve until the next annual meeting and reappointed the company’s independent registered public accounting firm. Quorum was reached with 15,983,371 shares present, about 53% of the 30,127,379 common shares outstanding on the record date.

Stockholders authorized the board to implement a reverse stock split of the outstanding common stock at its discretion. They also approved the issuance of shares of common stock issuable upon conversion of notes in compliance with Nasdaq Listing Rule 5635(d) and adopted the 2025 Equity Omnibus Plan. In addition, stockholders approved, on an advisory basis, the company’s executive compensation and chose a three-year frequency for future “say on pay” votes.

Importantly, stockholders approved an amendment to the Articles of Incorporation to increase authorized capital to 1,500,000,000 shares of common stock and 300,000,000 shares of blank check preferred stock, with the amendment becoming effective upon filing with the Nevada Secretary of State.

Rhea-AI Summary

Cosmos Health Inc. filed a current report to inform investors that its Chief Executive Officer has released an annual letter to shareholders for the year ended December 31, 2024. The letter, dated September 29, 2025, has been made available and is attached as Exhibit 99.1, providing additional context on the company’s strategy and outlook.

The company emphasizes that the CEO letter includes forward-looking statements about anticipated strategic plans and related outcomes, which are subject to risks and uncertainties. These statements are described as reflecting current intentions and expectations and may differ from actual future results. The information in the CEO letter and this report is being furnished under Regulation FD and is not deemed filed for liability purposes under the Securities Exchange Act.

Rhea-AI Summary

Cosmos Health Inc. entered into a Securities Purchase Agreement and, at the initial closing, issued a 9% original-issue-discount senior secured convertible promissory note with an aggregate original principal amount of $8,000,000. The Initial Note matures on August 7, 2027 and bears interest at 9% per annum, computed on a 360-day year and payable in arrears monthly on the first calendar day of each month beginning September 1, 2025. Interest may be paid in shares of common stock, in cash, or a combination, subject to the Note's Equity Conditions.

The Initial Note is convertible into shares of common stock; the Conversion Shares are determined by dividing the Conversion Amount by the lower of the Conversion Price of $1.05 and the Market Price. The holder faces a Beneficial Ownership Limitation of 4.99% of outstanding common stock immediately after conversion (adjustable up to 9.99% after notice, effective 61 days after notice). The Note ranks senior to other indebtedness except permitted indebtedness, contains customary events of default that raise the interest rate to 16% upon default, and was sold in a private offering under Section 4(a)(2) of the Securities Act. The form of the Note is filed as Exhibit 4.1.