Failure to Satisfy Listing Rule (Form 8-K)

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On December 11, 2025, Cosmos Health Inc. (the "Company") received a non-compliance letter from Nasdaq for its failure to maintain a minimum bid price of $1.00 per share for thirty (30) consecutive business days in accordance with Nasdaq Listing Rule 5550(a)(2) (the "Listing Rule"). The Company has one hundred eighty (180) calendar days from December 11, 2025, to regain compliance by maintaining the closing bid price of the Company's common stock of at least $1.00 per share for a minimum of ten (10) consecutive business days. In the event the Company cannot otherwise regain compliance with the Listing Rule, it intends to effect a reverse stock split to regain compliance with said Listing Rule. An indicator will be displayed with quotation information related to the Company's securities.