Cosmos Health Inc. Debt Disclosure

NOTE 11 – NOTES PAYABLE

A summary of the Company’s third-party debt during the years ended December 31, 2025 and 2024 is presented below:

Our outstanding debt as of December 31, 2024 is repayable as follows:

Trade Facility Agreements

On May 12, 2017, SkyPharm entered into a Trade Finance Facility Agreement (the “SkyPharm Facility”) with Synthesis Structured Commodity Trade Finance Limited (the “Lender”) as amended on November 16, 2017 and May 16, 2018.

On October 17, 2018, the Company entered into a further amended agreement with Synthesis whereby the current balance on the TFF as of October 1, 2018, which was €4,866,910 ($5,629,555) and related accrued interest of €453,094 ($524,094) would be split into two principal balances of Euro €2,000,000 ($2,316,000), (the “EURO Loan”) and USD $4,000,000 (the “USD Loan”). Interest on both the EURO Loan and USD Loan commenced on October 1, 2018, at 6% per annum plus one-month Euribor, and 6% plus one-month LIBOR, respectively.

On December 30, 2020, the Company transferred the EURO Loan to a new third-party lender. The terms remained the same except interest accrues at 5.5% per annum plus one-month Euribor. The principal was scheduled to be repaid in a total of five quarterly installments beginning October 31, 2021 of €50,000 ($54,600) each with a final repayment of €1,800,000 ($1,965,600) payable on October 31, 2022.

On March 3, 2022, the Company entered into a modification agreement to extend the maturity date to January 10, 2023, and payments under the USD Loan. During June 2022, the Company agreed with the Lender to postpone the repayment of an installment of $500,000 due on June 30, 2022 (based on the modification agreement signed on March 3, 2022) until January 2023. During September 2022, the Company entered into an agreement with the Lender to postpone the repayment of the outstanding balance on the USD Loan of $3,950,000, plus unpaid accrued interest until January 2023. The Company capitalized fees paid upon modification of €200,000 ($221,060) that are being amortized over the life of the loan. The Company incurred non-cash interest expense of $216,182 during the year ended December 31, 2022, concerning the above capitalized fees.

During the year ended December 31, 2022, the Company repaid €175,000 ($191,100) of the EURO Loan and $2,593,363 of the USD Loan such that as of December 31, 2022, the Company had principal balances of €1,775,000 ($1,898,895) and $1,406,637 under the agreements, respectively. As of December 31, 2022, the Company had accrued $309,365 in interest expense related to these agreements. 

On December 21, 2022, the USD Loan was assigned to GIB Fund Solutions ICAV (the “Fund”). On January 31, 2023, the Company paid $1,100,000 to the Fund under a full and final settlement agreement for the USD Loan, recording a gain on extinguishment of debt of $306,637 relating to the waiver of the unpaid balance. Additionally, the Company repaid €50,000 ($50,310) of the EURO Loan during the year ended December 31, 2024.

On December 22, 2022 SkyPharm signed an agreement for the extension of the payments and an increase in interest rate due under the EURO loan, that was extended to be repaid with a balloon payment now due on October 31, 2025. This extension was agreed upon in writing on December 22, 2022, with a retroactive modification date to October 31, 2022 (the original maturity date). 

As of December 31, 2024, the Company had an outstanding principal balance of €1,350,000 ($1,397,385) all of which $1,327,440 was classified as “Notes payable - long term portion” on the consolidated balance sheets.

The Company repaid €300,000 ($352,080) of the EURO Loan during the 12 months ended December 31, 2025. As of December 31, 2025, the Company had an outstanding principal balance of €1,050,000 ($1,232,280), all of which is classified as “Notes payable” on the consolidated balance sheets. For the year ended December 31, 2025, the Company had accrued $113,962, in interest expense related to these agreements.

Third Party Debt

June 23, 2020 Debt Agreement

On June 23, 2020, the Company’s subsidiary, Cosmofarm, entered into an agreement with the National Bank of Greece S.A. (the “Bank”) to borrow a maximum of €500,000 ($611,500). The note has a maturity date of 60 months from the date of the first disbursement, which includes a grace period of nine months. The total amount of the initial proceeds was received in three equal monthly installments. The note is interest bearing from the date of receipt and is payable every three months at an interest rate of 3.06% plus 3-month Euribor (2.06% as of December 31, 2025). The outstanding balance was €0 ($0) and €88,235 ($91,332) as of December 31, 2025 and 2024, respectively, of which $0 and $91,332 was classified as “Notes payable – long-term portion” respectively, on the accompanying consolidated balance sheets. During the year ended December 31, 2025, the Company repaid €88,235 ($103,553) of the principal balance. 

November 19, 2020 Debt Agreement

On November 19, 2020, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($611,500). The note matures on November 18, 2025 and bears an annual interest rate, based on a 360-day year, of 3% plus 0.6% plus 6-month Euribor when Euribor is positive (2.12% as of December 31, 2025). The principal is to be repaid in 18 quarterly installments of €27,778 ($30,333). During the year ended December 31, 2025, the Company repaid €111,111 ($130,400) of the principal and as of December 31, 2025, the Company had accrued interest of €3,387 ($3,975) related to this note and an outstanding principal balance of €0 ($0) and €111,111 ($115,011) as of December 31, 2025 and December 31 2024, respectively.

July 30, 2021 Debt Agreement

On July 30, 2021, the Company entered into an agreement with a third-party lender in the principal amount of €500,000 ($578,850). The note matures on August 5, 2026 and bears an annual interest rate that applies to 60% of the principal of the note that is based on a 365-day year, of 5.84% plus 3-month Euribor when Euribor is positive (2.06% as of December 31, 2025). Pursuant to the terms of the agreement, there is a nine-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 18 quarterly installments of €27,778 commencing three months from the end of the grace period During the year ended December 31, 2025, the Company repaid €105,747 ($109,459) of the principal. As of December 31, 2025, the Company had accrued interest of €20,038 ($23,517), principal of €90,345 ($106,029), of which $0 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024, the Company had accrued interest of €15,778 ($16,332), principal of €206,343 ($213,585). During the year ended December 31, 2025, the Company repaid €115,998 ($136,135) of the principal.

June 9, 2022 Debt Agreement

On June 9, 2022, the Company entered into an agreement with a third-party lender in the principal amount of €320,000 ($335,008). The note matures on June 16, 2027 and bears an annual interest rate of 2.64% plus an additional rate of 0.60%, plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a 12-month grace period for principal repayment during which interest is accrued. The principal is to be repaid in 17 equal quarterly installments of €18,824. During the year ended December 31, 2025, the Company repaid €80,000 ($93,888) of the principal. As of December 31, 2025 the Company had accrued interest of €4,262 ($5,002) and an outstanding balance of €100,000 ($117,360) of which $23,472 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024 the outstanding balance was €180,000 ($186,318).

July 14, 2023 Debt Agreement

On July 14, 2023, the Company entered into an agreement with a third-party lender in the principal amount of €1,000,000 ($1,123,700). The note matures on July 31, 2028, and bears an annual interest rate of 3.5% plus an additional rate of 0.60% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a nine-month grace period for interest and principal repayment. The principal is to be repaid in 18 equal quarterly installments of €55,556 commencing on May 2, 2024. During the year ended December 31, 2025, the Company repaid €217,267 ($254,984) of the principal. As of December 31, 2025, the Company has accrued interest of €19,879 ($23,330) and an outstanding balance of €597,483 ($701,206) of which $446,405 is classified as “Notes payable – long term portion” on the accompanying consolidated balance sheets. As of December 31, 2024 the outstanding balance was €814,750 ($843,348).

Cloudscreen

On January 23, 2024, the Company completed the acquisition of Cloudscreen, a cutting-edge Artificial Intelligence (AI)-powered platform, pursuant to the purchase agreement announced on October 11, 2023. Cloudscreen is a multimodal platform specialized in drug repurposing, a process that involves identifying new target proteins or indications for existing drugs for use in treating different diseases. The total purchase price amounted to $637,080 and consisted of 280,000 shares of the Company's common stock with a fair value of $319,200 and $317,880 to be settled in cash pursuant to the Promissory Note signed on October 10, 2023.

During the year ended December 31, 2025, the Company repaid $22,421 of the outstanding balance. The remaining balance of $293,400 was converted into shares of the Company's common stock pursuant to a debt exchange agreement. The number of shares issued was determined using a contractually agreed conversion price of $0.65 per share, while the market price of the Company's common stock on the date of the exchange was $0.498 per share. As a result of this conversion, the Company recognized a gain on extinguishment of debt of $68,610, representing the difference between the carrying value of the extinguished obligation and the fair value of the shares issued in settlement. As of December 31, 2025, the Company had no remaining outstanding balance related to this obligation, compared to an outstanding balance of $279,348 as of December 31, 2024.

July 29, 2024 Debt Agreement

On July 29, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($432,760). The note matures on July 31, 2029 and bears an annual interest rate of 2.58% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a six-month grace period for principal and interest repayment. The principal is to be repaid in 18 equal quarterly installments of €22,222 commencing on April 30, 2025. During the year ended December 31, 2025, the Company repaid principal of €44,444 ($52,160). As of December 31, 2025, and December 31, 2024, the Company had an outstanding balance of €355,556 ($417,080) and €400,000 ($414,040) of which $312,960 is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

December 20, 2024 Debt Agreement

On December 20, 2024 the Company entered into an agreement with a third-party lender in the principal amount of €400,000 ($414,040). The note matures on December 20, 2027, and bears an annual interest rate of 2.5% plus an additional rate of 0.60% plus the 3-month Euribor (2.06% as of December 31, 2025). Pursuant to the agreement, there is a six-month grace period for principal repayment. The principal is to be repaid in 6 equal semiannual installments of €66,667 commencing on June 20, 2025. During the 12 months ended December 2025, the Company repaid principal of €133,333($156,480) . As of December 31, 2025, and December 31, 2024, the Company an outstanding balance of €266,667 ($312,960) and €400,000 ($414,040), of which ($156,480) is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets.

January 27, 2025 Debt Agreement

On January 27, 2025, the Company entered into a bond loan agreement with Attica Bank, providing for maximum borrowings of up to €2,200,000 ($2,357,120). Under the terms of the facility, the Company received initial proceeds of €700,000 ($821,520), which were classified as Notes Payable in the Company’s consolidated financial statements. The remaining borrowing capacity of €1,500,000 ($1,619,400) is available to the Company on a revolving basis, subject to the provision of qualifying checks receivable as security for each drawing. These subsequent drawdowns are classified as Lines of Credit due to their secured and contingent nature. The facility bears interest at a floating rate of 2.95% plus the applicable 6-month Euribor (2.12% as of December 31, 2025). The Note Payable portion of the facility is to be repaid in 10 equal semiannual installments of €70,000 commencing on July 27, 2026. During the year ended December 31, 2025, the Company repaid principal of €70,000 ($82,152). As of December 31, 2025 the Company has accrued interest of €28,702 ($33,685) and an outstanding balance of €630,000 ($739,368), of which $575,064, is classified as “Notes payable - long term portion” on the accompanying consolidated balance sheets as of December 31, 2025. The loan is secured by a preliminary mortgage of €2,640,000 ($3,098,304) registered on Company’s owned warehouse facilities.

May 29, 2025 Debt agreement

On May 29, 2025, the Company entered into a business loan agreement (the “Note”) with a third-party lender in the principal amount of $525,000. The Note carried debt issuance fees of $25,000, which are being amortized over the life of the loan. The loan is short-term in nature, as it was scheduled to be fully repaid by December 15, 2025, through weekly installments. The Note bears fixed total interest of $231,000, which is being accrued evenly over the term of the loan and is payable together with the principal installments. During the year ended December 31, 2025, the Company made aggregate principal and interest repayments totaling $756,000. As of December 31, 2025 the Company had an outstanding balance of $0.

COVID-19 Government Loans

May 12, 2020 Loan

On May 12, 2020, the Company’s subsidiary, SkyPharm, was granted loan from the Greek government and, on May 22, 2020, received the amount of €300,000 ($366,900). The loan would be repaid in 40 equal monthly installments beginning on July 29, 2022. As a condition to the loan, the Company was required to retain the same number of employees until October 31, 2020. As of December 31, 2025, the principal balance was €87,500 ($102,690). During the year ended December 31, 2025, the Company repaid €15,625 ($18,338) of the principal balance. The outstanding balance as of December 31, 2024 was €103,125 ($106,745).

June 24, 2020 Debt Agreement

On June 24, 2020, the Company’s subsidiary, Decahedron, received a loan £50,000 ($68,310) from the UK government. The loan has a ten-year maturity and bears interest at a rate of 2.5% per annum beginning 12 months after the initial disbursement, which was on July 10, 2020. The Company may prepay this loan without penalty at any time. As of December 31, 2025, the principal balance was £34,330 ($46,164). As of December 31, 2024, the principal balance was £38,144 ($47,761).

None of the above loans were made by any related parties.