Financial Analysis

NOTE 15 COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be involved in litigation relating to claims arising out of the Companys operations in the normal course of business. As of December 31, 2025, the following litigations were pending. None of the below is expected to have a material financial or operational impact. Urban Planning Compensation Claim Cana Laboratories In October 2023, the Companys subsidiary, Cana Laboratories, was approached by an attorney representing two clients seeking compensation of 39,211 related to 34.70 square meters of urban sprawl, for which an Act of Imputation had been issued by the Department of Urban Planning. The Companys legal counsel has advised that Cana is not obligated to accept the compensatory value as agreed and has suggested exploring an out-of-court settlement. As of the date of this report, the clients attorney has not provided further communication. Pending Lawsuits Against Hospitals Cana Laboratories SA Cana Laboratories SA v. Evangelismos Hospital (Case No. G1530/2022) Cana Laboratories SA filed a lawsuit seeking recovery of approximately 278,054 ($326,852) plus accrued interest for unpaid invoices. The court issued Decision No. 2161/2025 rejecting the claim, against which the Company has filed an appeal before the Council of State. The ultimate outcome of the appeal remains uncertain at this time. Cana Laboratories SA v. Evangelismos Hospital (Case No. G1225/2023) Cana Laboratories SA filed a law …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 11 NOTES PAYABLE A summary of the Companys third-party debt during the years ended December 31, 2025 and 2024 is presented below: December 31, 2025 Trade Facility Third Party COVID Loans Total Beginning balance, January 1, 2025 1,397,385 2,557,023 154,505 4,108,913 Proceeds - 2,328,190 - 2,328,190 Payments (352,080 ) (2,563,444 ) (23,467 ) (2,938,991 ) Debt exchanges - (293,400 ) - (293,400 ) Recapitalization of debt - 25,000 - 25,000 Foreign currency translation 186,975 340,834 17,816 545,625 Ending balance, December 31, 2025 1,232,280 2,394,203 148,854 3,775,337 Notes payable long-term - (1,514,379 ) (69,684 ) (1,584,063 ) Notes payable - short-term 1,232,280 879,824 79,170 2,191,274 December 31, 2024 Trade Facility Third Party COVID Loans Total Beginning balance, January 1, 2024 $ 1,908,195 2,511,148 186,884 4,606,227 Proceeds - 828,080 - 828,080 Payments (388,163 ) (634,653 ) (22,806 ) (1,045,622 ) Foreign currency translation (122,647 ) (147,552 ) (9,573 ) (279,772 ) Ending balance, December 31, 2024 1,397,385 2,557,023 154,505 4,108,913 Notes payable long-term - (1,437,798 ) (122,635 ) (1,560,433 ) Notes payable - short-term $ 1,397,385 1,119,225 31,870 2,548,480 Our outstanding debt as of December 31, 2024 is repayable as follows: December 31, 2025 2026 $ 2,191,273 2027 742,383 2028 487,236 2029 272,292 2030 and thereafter 82,153 Total debt 3,775,337 Less: notes payable - current portion (2,191,274 ) Notes payable - long term portion $ 1,584,063 Trade Facility Agr …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Country 2025 2024 Croatia $ 46,302 $ 47,233 Cyprus 204,196 184,000 Bulgaria 35,386 66,658 Greece 63,527,853 52,935,979 United States 1,228 - UAE 251,642 341,782 Albania 110,469 - SKOPJE North Macedonia 16,756 - UK 1,077,983 850,750 Total $ 65,271,815 $ 54,426,402

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NOTE 5 INTANGIBLE ASSETS Intangible assets consist of the following at December 31, 2025 and 2024: 2025 2024 License $ 8,180,160 $ 7,257,938 Trade name / mark 355,200 390,188 Customer base 626,397 626,397 Software 1,270,937 1,113,840 10,432,694 9,388,363 Less: Accumulated amortization & impairment License (2,063,556 ) (1,117,341 ) Trade name / mark (36,997 ) (36,997 ) Customer base (457,259 ) (174,279 ) Software (354,884 ) (352,909 ) Subtotal 7,519,998 7,706,837 Goodwill 49,697 49,697 Total $ 7,569,695 $ 7,756,534 Amortization expense was $925,110 and $793,836 for the years ended December 31, 2025, and 2024, respectively. In addition, the Company recorded an impairment charge for the year ended December 31, 2025 of $162,785 primarily related to an e-shop of our subsidiary Cosmofarm S.A., and certain generic pharmaceutical licenses for which future cash flows could not support the carrying amounts. For the year ended December 31, 2024, an impairment charge of $291,980 was recorded relating to certain branded pharmaceuticals purchased by Doc Pharma S.A. and the telehealth platform of Zip Doctor Inc., which the Company does not currently intend to utilize or launch. These impairments were recognized due to indications of diminished recoverability based on managements assessment of market conditions and expected future cash flows. On December 31, 2025, the estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fi …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"NOTE 8 INCOME TAXES The Company provides for income taxes using an asset and liability approach under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. The domestic and foreign components of income (loss) before (benefit from) provision for income taxes were as follows: December 31, 2025 December 31, 2024 Domestic $ (11,848,510 ) $ (6,700,828 ) Foreign (7,296,488 ) (9,482,190 ) $ (19,144,998 ) $ (16,183,018 ) The components of the (benefit from) provision for income taxes are as follows: December 31, 2025 December 31, 2024 Current tax provision Federal $ - $ - State - - Foreign - - Total current tax provision $ - $ - Deferred tax provision Domestic $ - $ - State - - Foreign - - Total deferred tax provision $ - $ - Total current provision $ - $ - The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2024 and 2023 is as follows: December 31, 2025 December 31, 2024 US Loss before income taxes $ (19,144,998 ) $ (16,183,018 ) Taxes under statutory US tax rates $ (4,020,450 ) $ (3,398,434 ) Increase (decrease) in taxes resulting from: Increase in valuation allowance $ 4,846,721 $ 3,904,140 Foreign tax rate differential $ 67,804 $ 111,774 Other $ 141,384 $ (95,060 ) Prior period adjustments $ 26,032 $ - State taxes $ (1,061,491 ) $ (522,420 ) Income tax expense $ - $ - Companies subject to the Global In …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 13 LEASES The Company has various operating and finance lease agreements with terms up to ten years, for various types of property and equipment (such as office space and vehicles) etc. Some leases include options to purchase, terminate or extend for one or more years. These options are included in the lease term when it is reasonably certain that the option will be exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Operating Leases The Companys weighted-average remaining lease term relating to its operating leases is 2.96 years, with a weighted-average discount rate of 6.74%. The following table presents information about the amount, timing and uncertainty of cash flows arising from the Companys operating leases as of December 31, 2025: Maturity of Operating Lease Liability 2026 254,014 2027 183,984 2028 120,861 2029 63,519 2030 and thereafter 39,952 Total undiscounted operating lease payments $ 662,330 Less: Imputed interest (66,742 ) Present value of operating lease liabilities $ 595,588 The Company incurred lease expense, due to amortization of operating lease right-of-use assets, of $263,795 and $296,914 which was included in General and administrative expenses, for the 12 months ended December 31, 2025 and 2024, respectively. Finance Leases The Companys weighted-average remaining lease term relating to its finance leases is 0.42 …

LeasesOfLesseeDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 12 CONVERTIBLE DEBT A summary of the Companys convertible debt during the 9-month period ended December 31, 2025 and the year ended December 31, 2024 is presented below: December 31, 2025 December 31, 2024 Beginning balance convertible notes $ - - Issuance of new convertible notes 9,839,348 - Payments - - Conversion to common stock (310,000 ) - Subtotal notes 9,529,348 - Unamortized debt discount (3,732,226 ) - Fair value adjustment 608,456 - Convertible note payable, net of fair value adjustment and unamortized debt discount $ 6,405,578 - Convertible Notes payable long-term 4,267,774 - Convertible Notes payable - short-term 2,137,804 - As permitted under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, Financial Instruments (ASC 825), the Company elects to account for its convertible promissory note, which meets the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations. This election is made on an instrument-by-instrument basis as permitted under ASC 825. The portion of total changes in fair value of the convertible promissory note attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive inc …

LongTermDebtTextBlock · excerpt; the full note is in the filing

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance enhances the transparency and decision usefulness of income tax disclosures, primarily through expanded disclosures related to the effective tax rate reconciliation and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted this guidance during the year ended December 31, 2025, and the adoption did not have a material impact on the Companys consolidated financial statements, but resulted in expanded income tax disclosures. In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This guidance expands public entities segment disclosures by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard for the year ended December 31, 2025, and the related disclosures are included in Note 19 Segment Reporting. In November 2024, the Financial Accounting Standards Board issued ASU 2024- …

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"NOTE 9 RELATED PARTY TRANSACTIONS Doc Pharma S.A . Doc Pharma S.A. is considered a related party to the Company due to the fact that the CEO of Doc Pharma is the son of Grigorios Siokas, the Companys CEO and principal shareholder, who also served as a principal of Doc Pharma S.A. in the past. Prepaid expenses and other current assets related party & Other assets related party As of December 31, 2025, and December 31, 2024, the Company had prepaid balances of $4,642,853 and $3,284,052, respectively, to Doc Pharma. The increase in the prepaid balance primarily reflects higher prepayments related to the increased demand for exports in the UAE and other related countries (refer to the Distribution Agreements section). For the year ended December 31, 2025, approximately $3.9 million of the prepayment relates to purchases of inventory pursuant to the CMO agreement signed between the Company and Doc Pharma SA on October 10, 2020; $310,000 relates to the purchase of pharmaceutical and nutraceutical licenses under the May 17, 2021 Research and Development agreement (refer to the Research and Development agreements section); and the remaining $410,000 represents the current portion of the Royalty Agreement signed on December 31, 2024 (refer to the Research and Development agreements section). The non-current portion of the Royalty Agreement of $1,643,040 is included in Other Assets Related Party in the Companys Consolidated Balance Sheets as of December 31, 2025. The remaining bal …

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NOTE 19 SEGMENT REPORTING A. Basis for segmentation The Group operates through various operating segments, which include the wholesale sector, the pharmaceutical manufacturing sector, the nutraceuticals and pharmaceuticals sector and other, with only the first three of them being reportable segments based on the criteria (quantitative thresholds) of ASC 280. The financial information utilized by our Chief Operating Decision Maker (CODM), which is our CEO, for resource allocation and performance evaluation is included within the operating segments described above. The reconciling items presented in the tables below are excluded from the segment data provided to the Chief Operating Decision Maker (CODM). The Other category primarily consists of corporate expenses incurred by the Groups parent entity, Cosmos Health Inc including, but not limited to, costs related to SEC legal and compliance matters, executive compensation, audit and review fees, and other corporate overhead expenses. B. Information about reportable segments The table below presents information about the Company's reportable segments for the 12-month period ended December 31, 2025 and December 31, 2024. The accounting policies followed in the preparation of the reportable segments are the same with those followed in the preparation of the Company's consolidated financial statements. Year Ended December 31, 2025 Wholesale Pharma Manufacturing Nutraceuticals & Pharmaceuticals Other Total Revenue 59,318,982 1,68 …

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"NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. Principles of Consolidation Our consolidated accounts include our accounts and the accounts of our wholly owned subsidiaries, SkyPharm S.A., Decahedron Ltd., Cosmofarm S.A., Cana Laboratories Holding (Cyprus) Limited and ZipDoctor Inc. The Groups financial statements are prepared in accordance with U.S. GAAP. The consolidated financial statements reflect the consolidation of all entities in which the Company has control, as determined by the ability to direct the activities that significantly affect the entities economic performance. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Effects of the Conflict in Ukraine and the Middle East, including Iran and Other Geopolitical Tensions In February 2022, Russian military forces initiated a large-scale invasion of Ukraine. The conflict has continued and has resulted in significant geop …

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"NOTE 21 SUBSEQUENT EVENTS Following December 31, 2025, the Company issued an aggregate of 3,933,509 shares of its common stock under its At-the-Market (ATM) sales program pursuant to the Companys Shelf Registration Statement on Form S-3 (File No. 333-267550). The shares were sold for gross proceeds of $1,815,993 and net proceeds of approximately $1,758,000, after deducting the underwriters commissions and other offering expenses. During the subsequent period, the Company also acquired an additional 15.66 units of Bitcoin (BTC) at a weighted average purchase price of $70,259 per unit, for an aggregate consideration of $1,100,000. The acquisition was made using available cash reserves and is consistent with the Companys digital asset investment strategy. Following December 31, 2025, the Company issued an aggregate of 2,145,143 shares of its common stock to Mr. Grigorios Siokas, the Companys Chief Executive Officer, to settle outstanding obligations totaling $980,000, which related to unpaid salaries and performance-based bonuses previously accrued and owed. The shares were issued at the fair market value of the Companys common stock on the respective dates of issuance, and the transaction was accounted for as a non-cash settlement of related party liabilities. During the subsequent period, the Company issued an aggregate of 659,173 shares of its common stock upon the conversion of the Companys July 2025 Convertible Promissory Notes (the July 2025 Notes), resulting in the full …

SubsequentEventsTextBlock · excerpt; the full note is in the filing