Cosmos Health Strengthens Balance Sheet and Streamlines Capital Structure; Retires $8M ATW Convertible Note One Year Ahead of Maturity, Eliminating Further Dilution From Conversions

• $8 million senior secured ATW convertible note satisfied, together with all accrued interest, twelve months ahead of its August 2027 maturity and eliminating any further dilution
• Simplified capital structure, with no effective shelf registration statement or ATM program, and no structured warrants or variable interest rate instruments without a floor
• Operating cash requirements reduced by more than 30%, reflecting revenue growth, operating efficiencies, improved operating leverage and cost control
• Strong liquidity position, with a diversified asset base supporting the Company's next growth phase and Bitcoin holdings now in a gain position following recent market strength
• $5.0 million share repurchase program underway, following record second-quarter and first-half revenue, with momentum continuing into Q3 2026
  
  

CHICAGO, Aug. 28, 2026 (GLOBE NEWSWIRE) -- Cosmos Health Inc. ("Cosmos Health" or the "Company") (NASDAQ: COSM), a diversified, vertically integrated global healthcare group, today announced that its $8.0 million senior secured convertible ATW note has been retired, and provided an update on its capital structure and operating cash requirements.

These financial milestones come at a time of accelerating growth, with Cosmos Health delivering its highest second-quarter and first-half revenue in Company history, contribution from every core division and momentum continuing into Q3 2026.

Strengthened Balance Sheet

Cosmos Health has retired the $8.0 million senior secured convertible note issued to ATW in August 2025. The note carried a 9% coupon and was due to mature in August 2027, and has now been satisfied twelve months ahead of maturity, eliminating any further conversions and dilution.

The retirement of the note significantly deleverages the balance sheet and delivers meaningful annual interest savings. It builds on the progress reported in the Company's second-quarter results, which showed total liabilities down $6.27 million, or 13.3%, stockholders' equity up 12.2%, and the liabilities-to-assets ratio improving by 550 basis points.

Simplified Capital Structure

The Company has withdrawn its registration statements on Form S-1 and Form S-3 and currently has no effective shelf registration statement or at-the-market ("ATM") offering program in place. In addition, Cosmos Health has no structured warrants and no variable interest rate instruments without a conversion price floor, and its remaining warrants carry fixed exercise prices with no reset or ratchet provisions. This follows the reduction in warrant overhang earlier this year, when 4,874,126 Series B warrants expired unexercised in May 2026 in accordance with their original terms, with no new shares issued. The Company's next tranche of warrants carries an exercise price of $0.95 per share, significantly above the current share price.

Taken together with the retirement of the ATW note, the Company expects its share count to remain broadly stable under its existing capital structure, before accounting for the reduction from ongoing share repurchases.

Strong Liquidity to Support the Next Phase of Growth

Revenue growth, operating efficiencies and cost control have significantly reduced the Company's operating cash requirements, which in the first half of 2026 ran more than 30% below the average of the prior two years. This supports the Company's progress toward its profitability targets, with adjusted gross profit, adjusted gross margin and adjusted EBITDA all improving in the second quarter — a trend management expects to continue through the second half.

The Company maintains a diversified asset base, ranging from its liquid assets comprising cash and digital assets to intellectual property and real estate holdings. Recent strength in digital asset markets has improved that portfolio, with the Company's Bitcoin holdings in a gain position as of the date of this release and available for opportunistic monetization.

Taken together, the Company believes its diversified asset base, growing revenue and reduced operating cash requirements provide strong liquidity to support its next phase of growth.

Share Repurchase Program

Taking into account the milestones described above, the Company continues to repurchase shares under its $5.0 million share repurchase program, with further updates to follow shortly. Repurchases are made from time to time in the open market or through other permitted means, subject to market conditions and in accordance with applicable securities laws.

Management Commentary

Greg Siokas, CEO of Cosmos Health, stated: "This is a turning point for Cosmos. Retiring the $8 million ATW note a full year ahead of maturity leaves us with a strengthened balance sheet and, importantly, no further conversions or dilution from that instrument. We have streamlined our capital structure — with no effective shelf registration statement, no active ATM program and no structured or floorless variable-rate instruments outstanding — while at the same time actively buying back stock. We move into our next high-growth phase with confidence and discipline, having reduced our cash requirements through improved profitability and efficiency, supported by a diversified asset base and a liquidity position that we believe supports our growth plans. Cosmos is delivering record sales growth, with every segment demonstrating positive trends and our record momentum continuing into Q3."

About Cosmos Health Inc.

Cosmos Health Inc. (NASDAQ: COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life®, Mediterranation®, bio-bebe®, C-Sept® and C-Scrub®. Through its subsidiary Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency (EMA), it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, enhanced by artificial intelligence drug repurposing technologies, and focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Cosmos Health has also entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, and has offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. More information is available at www.cosmoshealthinc.com, www.skypremiumlife.com, www.cana.gr, www.zipdoctor.co, www.cloudscreen.gr, as well as LinkedIn and X.

Forward-Looking Statements
With the exception of the historical information contained in this news release, the matters described herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” generally identify forward-looking statements, although not all forward-looking statements contain these words. These statements involve risks and uncertainties that may individually or materially affect the matters discussed herein for a variety of reasons outside the Company’s control, including, but not limited to: the Company’s ability to raise sufficient financing to implement its business plan; the effectiveness of its digital asset strategies, including accumulation and yield-generating activities; the impact of the war in Ukraine and ongoing conflicts in the Middle East and other regions on the Company’s business, operations, and the economy in general; the Company’s ability to successfully develop and commercialize its proprietary products and technologies; changes in interest rates; changes in foreign currency exchange rates, commodity or other price inflation and deflation; our ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation; the challenges of operating in international markets; the adequacy of insurance coverage; the effect of accounting charges and of adopting certain accounting standards; the impact of legal and regulatory changes, including changes to tax laws and regulations; guidance for fiscal 2026 and beyond and financial outlook. Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our historical experience and our expectations and projections. These risks and uncertainties include, but are not limited to, those described from time to time in our periodic reports filed with the SEC and available at the SEC’s website (www.sec.gov). There also may be other factors that we cannot anticipate or that are not described herein, generally because we do not currently perceive them to be material. Such factors could cause results to differ materially from our expectations. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our filings with the Securities and Exchange Commission and in our other public statements.

Investor Relations Contact:
BDG Communications
cosm@bdgcommunications.com