宇宙健康有限公司美股招股说明书(2025-09-19版)

COSMOSHEALTH INC. Up to $50,000,000Shares of Common Stock This Amendment to the prospectus supplement (the “Amendment”) amends and supplements the information in the prospecSeptember 21, 2022 (the “Prior Prospectus”), filed with the Securities and Exchange Commission as a part of our registration staForm S-3 (File No. 333-267550) (the “Registration Statement”), as previously supplemented by prospectus supplements dated Dec2022 and February 29, 2024, relating to the offer and sale of shares of our common stock, having an aggregate offering price$50,000,000 pursuant to the terms of the Sales Agreement, dated September 15, 2022 (the “Sales Agreement”), with A.G.P./AllianPartners, or A.G.P. This Amendment should be read in conjunction with the Prior Prospectus and all amendments and supplements this qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained inProspectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectufuture amendments or supplements thereto. We are filing this Amendment to amend the Prior Prospectus to update the maximum number of shares that we are eligible toour Registration Statement pursuant to the Sales Agreement under General Instruction I.B.6 of Form S-3. As a result of these limitatiocurrent public float of our common stock, and in accordance with the terms of the Sales Agreement, we may offer and sell sharcommon stock having an aggregate offering price of up to $9,035,639 from time to time through A.G.P. under the Sales Agreement. Inthat we may sell additional amounts under the Sales Agreement in accordance with General Instruction I.B.6, we will file another psupplement or amendment prior to making such additional sales. This Amendment amends and/or supplements only those sections ofProspectus as listed in this Amendment, and all other sections of the Prior Prospectus remain as is. We are a “smaller reporting company” as defined under U.S. federal securities laws and are subject to reduced publicreporting requirements. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “COSM.” The last saour common stock, as reported on Nasdaq on September 18, 2025, was $0.9319 per share. As of August 6, 2025, the aggregate market value of our outstanding shares of common stock held by non-affiliates, or publicdetermined to be $27,106,916 based on 30,713,876 shares of common stock outstanding, of which 23,571,231 are held by non-affiliaa price of $1.15 per share, the closing price of our common stock on August 6, 2025. In no event will the aggregate market value ofsold by us or on our behalf pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar month period immediately priincluding, the date of any such sale exceed one-third of the aggregate market value of our shares of common stock held by non-afflong as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the prior 12 calendperiod that ends on, and includes, September 18, 2025, we have not sold any securities pursuant to General Instruction I.B.6 of Form S Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page SProspectus dated September 21, 2022, with all amendments and supplements thereto, and the documents incorporated by referthis Amendment and the Prior Prospectus, as they may be amended, updated or supplemented periodically in our reports filedSecurities and Exchange Commission, before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedsecurities or determined if this Amendment or the Prior Prospectus are truthful or complete. Any representation to the concriminal offense. A.G.P. The date of this Amendment to the Prior Prospectus is September 19, 2025