Cosmos Health Inc. amends its Form S-3 shelf registration to update the prospectus and risk disclosures and to reflect SEC staff comments; no new securities are being registered. The shelf permits offers of up to $200,000,000 of Common Stock, Preferred Stock, Warrants, Units and Subscription Rights to be sold from time to time. The prospectus states 62,078,397 shares of Common Stock were outstanding as of June 3, 2026, with 47,099,220 held by non-affiliates; the recent filing notes an available remaining resale capacity of $3,639,060 under a prior prospectus supplement.
The filing discloses a digital assets treasury strategy tied to a Securities Purchase Agreement with ATW Digital Asset Opportunities VII LLC that contemplates notes up to an aggregate $300,000,000 facility; an initial $8.0 million note was issued in August 2025 (approximately $3.1 million of those net proceeds were used to acquire crypto and $1.8 million for working capital). The prospectus highlights material risks from concentrating assets in crypto (price volatility, custodial and regulatory risks) and states the company may stake ETH and hold crypto as a balance-sheet treasury asset.
Cosmos Health Inc. Amendment No. 4 reports that Andreas Bovopoulos beneficially owns 4,324,197.22 shares of Common Stock, representing 7.212% of the class, with sole voting and dispositive power. The filing is dated 06/05/2026 and lists the holding on an amended Schedule 13G/A.
Cosmos Health Inc. is asking stockholders to vote at its 2026 Annual Meeting on July 15, 2026. The agenda includes electing six directors, ratifying RBSM LLP as independent auditor, approving a 2026 omnibus equity incentive plan, and approving the designation and issuance of Series B Preferred Stock.
There were 59,956,994 shares of common stock outstanding as of May 19, 2026, each with one vote. The proposed 2026 equity plan would reserve up to 10,000,000 shares for future stock-based awards. The proxy describes a majority-independent board, its committees, director and executive pay, significant equity grants under prior plans, and related-party transactions, including balances and allowances with entities tied to management.
Cosmos Health Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on July 15, 2026 at 9:00 A.M. (Central Time) at its U.S. headquarters in Chicago. The Board asks shareholders of record as of May 19, 2026 to vote on four proposals: (1) elect six directors, (2) ratify the independent auditor, (3) approve a 2026 equity incentive plan, and (4) approve designation and issuance of Series B Preferred Stock. The Board unanimously recommends a vote FOR each proposal. Shares outstanding were 59,956,994 as of the Record Date.
The proxy materials and the 2025 Annual Report on Form 10-K are available at the company website. Voting options include internet, mail, or in person; beneficial owners holding shares in street name must obtain a legal proxy from their broker to attend.
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.
Cosmos Health Inc. reported first‑quarter 2026 revenue of $17.9 million, up from $13.7 million a year earlier, but its net loss widened to $2.8 million, or $0.06 per share. Higher cost of goods sold and operating expenses pushed operating loss to $2.2 million, and non‑operating items, including a $442,439 loss on digital assets, further weighed on results.
Operating cash outflow was $1.1 million, partially offset by $347,627 of net cash from financing activities. Cash and cash equivalents were $514,702 and restricted cash $1.64 million as of March 31, 2026, with positive working capital of $2.8 million and stockholders’ equity of $19.8 million.
The company raised gross proceeds of about $1.83 million through its At‑the‑Market program and continued converting portions of its 2025 convertible notes into equity. Management nonetheless disclosed that recurring losses, negative operating cash flows, and reliance on external financing create “substantial doubt” about Cosmos Health’s ability to continue as a going concern over the next 12 months.
Cosmos Health Inc. filed an amendment to Schedule 13G/A reporting beneficial ownership of 4,143,007.21 shares of Common Stock, representing 8.152% of the class. The filing states this percentage is based on approximately 50,824,657 shares outstanding as of April 14, 2026. The report lists Andreas Bovopoulos as the beneficial owner with sole voting and dispositive power over the reported shares.
Cosmos Health Inc. filed an amended registration statement to register 73,523,716 shares of Common Stock for resale by selling stockholders, consisting of 67,045,455 shares potentially issuable under the August 2025 Note and the Second Note and 6,478,261 shares potentially issuable under the June 2025 Note. The registration is based on maximum potential conversion at a $0.176 conversion/floor price and assumes notes and in-kind interest remain outstanding until maturity.
As of April 23, 2026, the company reported 52,617,105 shares issued and outstanding; the prospectus shows a pro forma post-offering figure of 126,054,324 shares. The Selling Stockholders will receive proceeds from resale; the company will not receive proceeds from these sales. The prospectus also discloses the company’s recently adopted digital assets treasury strategy, including prior purchases of Ethereum and Bitcoin, custodial arrangements with BitGo Prime LLC, engagement of Prime Ledger LLC, and staking plans, and highlights substantial risks, going concern disclosures, and applicable accounting (ASU 2023-08).