Cosmos Health Inc 2026年季度报告

FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2026 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) Registrant’s telephone number:(312) 536-3102 Securities registered under Section 12(b) of the Exchange Act: Name of each exchange on which registeredThe Nasdaq Capital Market Securities registered under Section 12(g) of the Exchange Act: Title of each className of each exchange on which registered 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 filerSmaller reporting companyEmerging 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Applicable only to Corporate Issuers: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:54,428,491as of May 18, 2026. TABLEOF CONTENTS PART I Item 1.Condensed Consolidated Financial Statements (Unaudited).3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.45Item 3.Quantitative and Qualitative Disclosures about Market Risk.56Item 4.Controls and Procedures.56PART IIItem 1.Legal Proceedings.58Item 1A.Risk Factors.58Item 2.Unregistered Sales of Equity Securities and Use of Proceeds58Item 3.Defaults Upon Senior Securities.58Item 4.Mine Safety Disclosures.58Item 5.Other Information.58Item 6.Exhibits.59SIGNATURES602 COSMOS HEALTH INC.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS March 31,2026December31,2025(Audited) ASSETS Cash and cash equivalents$514,702$715,674Restricted cash1,644,2192,744,219Accounts receivable, net18,186,63719,628,825Accounts receivable - related party2,365,9552,443,975Marketable securities34,22546,158Inventory5,650,4585,778,142Loans receivable485,191487,638Loans receivable - related party--Prepaid expenses and other current assets2,336,3672,007,442Prepaid expenses and other current assets - related party5,671,5684,536,183 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses$ 13,938,594$ 14,624,006Accounts payable and accrued expenses - related party878,5072,002,470Accrued interest871,960786,497Lines of credit7,856,2089,177,684Notes payable2,111,5742,191,274Notes payable - related party11,74811,971Convertible notes payable646,9632,137,804Derivative liability - convertible note1,060,2301,292,198Operating lease liability, current portion204,588222,115Financing lease liability, current portion1,9073,854Other current liabilities6,494,5565,821,971 Notes payable - long term portion1,339,0231,584,063Convertible notes payable - long term portion4,785,2744,267,774Operating lease liability, net of current portion463,388373,473Other liabilities1,878,1322,555,735TOTAL LIABILITIES42,542,65247,052,889 STOCKHOLDERS' EQUITY:Common stock, $0.001 par value;1,500,000,000 shares authorized; 41,153,809 and 23,689,135shares issued and 41,067,312 and 23,602,638 outstanding as of December 31, 2025 andDecember 31, 2024, respectively49,86841,154Additional paid-in capital156,629,904152,136,404Treasury stock, at cost, 86,497 shares as of December 31, 2025 and December 31, 2024(917,159)(917,159) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. COSMOS HEALTH INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Supplemental Disclosure of Non-Cash Investing and Financing Activities The accompanying notes are an integral part of these unaudited conde