and exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Forward Looking Statements Certain…

The excerpt is incomplete and does not provide sufficient details to determine the nature of the event.

MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS. The disclosure required by this

above in incorporated herein by reference. On June 30, 2026, the Company issued a press release announcing the stock repurchase program. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference. FORWARD-LOOKING STATEMENTS Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchan…

and exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Forward Looking Statements Certain…

and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the securities and exchange commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Forward Looking Statements Certai…

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…

RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 17, 2025, Cosmos Health Inc., a Nevada corporation (the “Company”), issued a press release announcing its financial results for the quarter and nine months ended September 30, 2025. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference in this

Director — Theodoros C. Karkantzos: Mr. Karkantzos was elected as a director at the annual general meeting of stockholders.

The excerpt is incomplete and does not provide sufficient details to determine the nature of the event.

The sale of the Initial Note was conducted in a private offering in reliance on an exemption from registration provided by Section 4(a)(2) of the Act.

Entry into a Material Definitive Agreement. As previously reported in a Current Report on Form 8-K filed with the SEC on August 6, 2025 (File No. 000-54436) (the “ Prior Form 8-K ”), Cosmos Health Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”), dated as of August 5, 2025, by and between the Company and an institutional investor thereto (the “ Purchaser ”). On August 7, 2025, the Initial Closing (as defined in the Purchase Agreement) was consum…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in

The transactions contemplated by the Purchase Agreement were conducted in a private offering in reliance on an exemption from registration provided by Section 4(a)(2) of the Act.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in

Entry into a Material Definitive Agreement. Pursuant to a Securities Purchase Agreement (the “ Purchase Agreement ”), dated as August 5, 2025, by and between Cosmos Health Inc. (the “ Company ”) and an institutional investor thereto (the “ Purchaser ”), the Company agreed to issue and sell to the Purchaser a series of 9% original issue discount senior secured convertible promissory notes (each, a “ Note ” and collectively, the “ Notes ”) in the maximum aggregate principal amount of $300,000,0…

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On May 6, 2025, Cosmos Health Inc. (the “Company”) announced that it has received a formal notice from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is eligible for an additional one hundred eighty (180) calendar day period, through November 3, 2025, to regain compliance with the Nasdaq’s minimum bid price requirement as one of the continued listing requirements set forth u…

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT On January 28, 2025, Cosmos Health Inc. (the “Company”) announced that, on January 27, 2025, its wholly owned subsidiary, CosmoFarm S.A. (the “Issuer” or “CosmoFarm”), entered into an agreement with a European bank to issue a €2,200,000 (approximately $2,293,830) secured bond (the “Loan”). Proceeds from the Loan are intended to support the Company’s strategic growth initiatives an…

Entry into a Definitive Agreement On December 31, 2024 (“Effective Date”), Cosmos Health Inc. (“the Company”) and DocPharma Single SA. (Greece) a related party (hereinafter “Licensor”), entered into a Patent and Technology License Agreement whereby Licensor granted the Company a royalty-bearing, exclusive worldwide license to actively commercialize at least one of two patents for treatment of cancer through research and preclinical and clinical trials (including CDA, clinical studies Phase I,…

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On November 6, 2024, 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 Company has one hundred eighty (180) calendar days from November 6, 2024 to regain compliance by the closing bid price of the Compan…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 28, 2023, Cosmos Health Inc. (the “Company”) entered into a warrant exchange agreement (the “Warrant Exchange Agreement”) with one holder (the “Holder”) of certain of the Company’s outstanding warrants issued on July 21, 2023 and December 21, 2022 (the “Existing Warrants”), pursuant to which the Holder received new warrants (the “December 2023 New Warrants”) to purchase up to an aggregate of 4,874,126 shares of common stock, par value $0.…

UNREGISTERED SALES OF EQUITY SECURITIES The information contained above under

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT (a) Dismissal of Previous Independent Registered Public Accounting Firm On April 26, 2024, the Company dismissed KPMG as the Company’s independent registered accountant, effective immediately. The Company’s Audit Committee, mindful of certain filing deadlines under the US securities laws, unanimously voted in favor to dismiss KPMG as the Company’s independent auditors. KPMG was unable to complete the audit of the Company’s financial statements for…

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT On April 26, 2024, Cosmos Health Inc. (the “Company”) dismissed KPMG Certified Auditors S.A., Athens, Greece, (“KPMG”) as the Company’s independent registered accountant, effective immediately. The Company’s Audit Committee, mindful of certain filing deadlines under the US securities laws, unanimously voted in favor to dismiss KPMG as the Company’s independent auditors. KPMG was unable to complete the audit of the Company’s financial statements fo…

MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. The information included in