UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~May~~June 2130, 2026

~~Cosmos~~COSMOS ~~Health~~HEALTH ~~Inc~~INC. (Exact name of registrant as specified in its charter)

Nevada

000-54436

27-0611758

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5 Agiou Georgiou Str, Pilea, Thessaloniki, Greece		60604
5 Agiou Georgiou, Pilea, Thessaloniki, Greece		55438
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (312) 865-0026

~~Cosmos Health Inc.~~N/A

(Former name or former address, if changed since last report.)

Title of Each Class		Trading Symbol		Name of Each ~~ExchangeOn~~Exchange On Which Registered
Common Stock, $.001 par value		COSM		Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 28.0201. ~~RESULTS~~Other ~~OF OPERATIONS AND FINCIAL CONDITION~~Events.

On ~~May~~June 2130, 2026, the Board of Directors (the “Board”) of Cosmos Health Inc. (the “Company”) ~~issued~~authorized and approved a ~~press~~share ~~release~~repurchase ~~setting~~program ~~forth~~for up to $5 million of the ~~financial~~currently ~~results~~outstanding ~~for~~shares ~~its~~of ~~first~~the ~~fiscal~~Company’s ~~quarter~~common ~~ended~~stock ~~March~~over a period of 6 months, ending on December 31, 2026, unless extended by the Company. AUnder ~~copy~~the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the ~~press~~Securities ~~release~~Exchange isAct ~~attached~~of ~~hereto~~1934 as(the ~~exhibit~~“Exchange 99Act”).1.

InThe ~~accordance~~Board ~~with~~also ~~General~~authorized ~~Instruction~~the ~~B.2~~Company ofto ~~Form~~enter 8into written trading plans under Rule 10b5-K,1 of the ~~information~~Exchange ~~contained~~Act. inAdopting ~~this~~a ~~item~~trading ~~2.02~~plan ~~and~~that ~~exhibit~~satisfies ~~99.~~the conditions of Rule 10b5-1, ~~attached~~allows ~~hereto,~~a ~~shall~~company ~~not~~to berepurchase ~~deemed~~its ~~“filed”~~shares ~~for~~at ~~purposes~~times ofwhen ~~Section~~it 18might ofotherwise ~~the~~be ~~Securities~~prevented ~~Exchange~~from ~~Act~~doing ofso ~~1934,~~due asto ~~amended,~~self-imposed ~~and~~trading ~~shall~~blackout ~~not~~periods beor ~~deemed~~pursuant ~~incorporated~~to byinsider ~~reference~~trading inlaws. Under any ~~filing~~Rule ~~with~~10b5-1 trading plan, the Company’s third-party broker, subject to Securities and Exchange Commission ~~under~~regulations ~~the~~regarding ~~Securities~~certain ~~Exchange~~price, ~~Act~~market, ofvolume ~~1934~~and timing constraints, aswould ~~amended~~have orauthority to purchase the ~~Securities~~Company’s ~~Act~~common stock in accordance with the terms of ~~1933,~~the asplan. ~~amended,~~The ~~whether~~Company ~~made~~may ~~before~~from ortime ~~after~~to ~~the~~time ~~date~~enter ~~hereof~~into ~~and~~Rule ~~irrespective~~10b5-1 trading plans to facilitate the repurchase of ~~any~~its ~~general~~common ~~incorporation~~stock ~~language~~pursuant into ~~any~~its ~~filings~~share repurchase program.

~~Forward~~The ~~Looking~~Company ~~Statements~~cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

~~Certain~~Item statements made herein, including, for example any future results or expectations of the Company, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 19957. These forward-looking statements typically include words such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “may,” “will,” “should,” or “anticipates” or the negatives thereof, other variations thereon or comparable terminology01. NoRegulation ~~assurance~~FD can be given that future results expressed or implied by the forward-looking statements will be achieved, and actual results may differ materially from those contemplated by the forward-looking statementsDisclosure. Such statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, many of which are beyond our control, and are not guarantees of future results or achievements. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its businesses or operations. As a result, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.

~~Additional~~The information ~~concerning these and other factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time,~~ set forth in ~~our~~Item ~~filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form~~ 8~~-K or other filings with the SEC~~.01 ~~Our~~above ~~SEC~~in ~~filings~~incorporated ~~are~~herein ~~available publicly on the SEC’s website at www.sec.gov or~~ by ~~contacting the investor relations department of the Company~~reference. ~~Except to the extent required by applicable law, we disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.~~

~~ITEM~~On 9June 30, 2026, the Company issued a press release announcing the stock repurchase program.01 ~~FINANCIAL~~A ~~STATEMENTS~~copy ~~AND~~of ~~EXHIBITS~~the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

~~(d)~~FORWARD-LOOKING ~~Exhibits~~STATEMENTS

Exhibit No.		Description
99.1		Press Release dated May 21, 2026, entitled “Cosmos Health Reports Q1 2026 Results: Revenue Up 31% to $17.9M, New Q1 Record; Total Liabilities Reduced by $4.5m; Stockholders' Equity Up 7.6%; Cash of $2.2M; Record Momentum Continues into Q2 with U.S. Expansion Underway.”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 Exchange Act of 1934, as amended. These include, but are not limited to, statements relating to the Company's anticipated strategic plans and related outcomes. Forward-looking statements are not guarantees of future performance, and there can be no assurance that the Company will, or will have the ability to, execute on its anticipated strategic plans or will realize the expected outcome of its plans as anticipated or at all. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can identify many of these statements by words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in the Company's Annual Report on Form 10-K. For a discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and the other documents filed by the Company with the SEC and any amendments thereto, including the information contained in the attached press release. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing of the Company or the Operating Partnership under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	COSMOS HEALTH INC.
Item		Description
Date: May 22, 2026	By:	/s/ Georgios Terzis
99.1		Press Release, dated June 30, 2026
		Georgios Terzis
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
		Chief Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COSMOS HEALTH INC.

Date: July 6, 2026	By:	/s/ George Terzis
		George Terzis
		Chief Financial Officer

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