UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-54436
CUSIP Number: 221413206
| (Check one:) | ☐ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☒ Form 10-Q | ☐ Form 10-D | ☐ Form N-SAR | ☐ Form N-CSR |
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| For Period Ended: March 31, 2026 | |
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| ☐ | Transition Report on Form 10-K |
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| ☐ | Transition Report on Form 20-F |
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| ☐ | Transition Report on Form 11-K |
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| ☐ | Transition Report on Form 10-Q |
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| ☐ | Transition Report on Form N-SAR |
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| For the Transition Period Ended:_______________ | |
| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable |
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: Cosmos Health Inc.
Former Name if applicable: Cosmos Holdings Inc.
Address of Principal Executive Office: 5 Agiou Georgiou Str, Pilea, Thessaloniki, Greece
PART II - RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed: (Check box if appropriate)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, NCSR, or the transition report or portion thereof, could not be filed within the prescribed period.
Cosmos Health Inc. (the “Company”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2026 due to delays in obtaining and compiling information to be included in its Form 10-Q, including, but not limited to, our XBRL filing, which delay could not be eliminated by the Company without unreasonable effort and expense.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
Georgios Terzis (312) 536-5469
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding twelve months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s) |
☒ Yes ☐ No
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☐ Yes ☒ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Cosmos Health Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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| COSMOS HEALTH INC. |
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| Date: May 15, 2026 | By: | /s/ Georgios Terzis |
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| Georgios Terzis |
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| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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