Cosmos Health Inc 2024年度报告

FORM10-K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from __________ to __________ Commission file number:000-54436 COSMOS HEALTH INC. (Exact name of registrant as specified in its charter) 27-0611758(I.R.S. Employer Nevada(State or other jurisdiction of Company or organization) Identification No.) 55438(Zip Code) 5 Agiou Georgiou Str,Pilea,Thessaloniki,Greece(Address of principal executive offices) Registrant’s telephone number:(312)536-3102 Securities registered under Section 12(b) of the Exchange Act: Name of each exchange on which registeredTheNasdaqCapital Market Securities registered under Section 12(g) of the Exchange Act: Title of each class Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated Filer☒(Do not check if a smaller reporting company) Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by its registeredpublic accounting firm that provided or issued its audit report.☐ Indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to $1.04,the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter $16,560,581as of June 30, 2024. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:27,284,658as ofApril 15, 2025. DOCUMENTS INCORPORATED BY REFERENCE:NONE TABLEOF CONTENTS PART IItem 1.Business4Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments21Item 1C.Cybersecurity21Item 2.Properties22Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures22PART IIItem 5.Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities23Item 6.Reserved24Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure41Item 9A.Controls and Procedures41Item 9B.Other Information42Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections42PART IIIItem 10.Directors, Executive Officers and Corporate Governance43Item 11.Executive Compensation47Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters49Item 13.Certain Relationships and Related