Form 8-K

8-K — Cosmos Health Inc.

Accession: 0001477932-26-002316

Filed: 2026-04-16

Period: 2026-04-15

CIK: 0001474167

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cosm_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (cosm_ex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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0001474167falseGR00014741672026-04-152026-04-15iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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) April 15, 2026

Cosmos Health 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, Pilea

Thessaloniki, Greece

55438

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (312) 536-3102

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

Title of Each Class

Trading

Symbol

Name of Each 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 2.02 RESULTS OF OPERATIONS AND FINCIAL CONDITION.

On April 15, 2026, Cosmos Health Inc. (the “Company”) issued a press release setting forth its financial results for the fiscal year ended December 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 2.02 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the securities and exchange commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Forward Looking Statements

Certain statements made herein, including, for example, statements regarding the benefits of the transaction, certainty of the transaction, the anticipated timing of the transaction and 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 1995. 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 terminology. No assurance 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 statements. 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 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 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. Our SEC filings are available publicly on the SEC’s website at www.sec.gov or by contacting the investor relations department of the Company. 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated April 15, 2026, entitled “Cosmos Health Reports Full Year 2025 Results: Revenue Hits All-Time Record of $65.3M, Up 20%; Gross Profit Surges 83% to $7.9M; Gross Margin Expands 418 Basis Points; Adjusted EPS Improves 82%; Cash Position Up 10x to $3.5M; Record Growth Continues Into 2026 Across All Core Segments.”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 16, 2026

By:

/s/ Georgios Terzis

Georgios Terzis

Chief Financial Officer

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EXHIBIT 99.1

Cosmos Health Reports Full Year 2025 Results: Revenue Hits All-Time Record of $65.3M, Up 20%; Gross Profit Surges 83% to $7.9M; Gross Margin Expands 418 Basis Points; Adjusted EPS Improves 82%; Cash Position Up 10x to $3.5M; Record Growth Continues Into 2026 Across All Core Segments

Scaled contract manufacturing division, securing long-term agreements for over 12 million units

Expanded Sky Premium Life portfolio by 60 SKUs and accelerated global expansion, securing purchase orders for over 300,000 units across new markets

Advanced R&D pipeline, securing patented anticancer drugs, multiple AI-driven patent filings, and CCX0722 weight management product entering final development

Secured $300 million financing facility to launch digital asset treasury strategy

CEO Greg Siokas increased ownership by over 3.3 million shares, reinforcing deep insider conviction

Strong momentum continues into 2026 with record growth across all core segments and continued U.S. expansion underway

CHICAGO, IL / ACCESS Newswire / April 15, 2026 / Cosmos Health Inc. (“Cosmos Health” or the “Company”)(NASDAQ:COSM), a diversified, vertically integrated global healthcare group, today reported financial results for the full year ended December 31, 2025, delivering the strongest annual revenue performance in the Company’s history.

Full Year 2025 Financial Highlights

Performance was marked by all-time high revenue, significant gross profit expansion, and margin improvement, driven by strong performance across core business segments, including scaling the contract manufacturing division at Cana Laboratories, increased volumes in the CosmoFarm wholesale distribution business supported by an expanded pharmacy network, solid sales growth through Decahedron in the United Kingdom, and the global expansion of proprietary brands, including Sky Premium Life and C-Scrub.

Key Metric

FY 2025

FY 2024

Change

(in $)

Revenue

65,271,815

54,426,402

+20 %

Gross Profit

7,895,575

4,311,323

+83 %

Gross Margin

12.10 %

7.92 %

+418 basis points

Adjusted EBITDA

(3,361,385 )

(3,438,975 )

2% improvement

Adjusted Net Income (Loss) per Share

(0.12 )

(0.65 )

+82 %

Cash & Cash Equivalents

3,459,893

315,105

+998 %

Total Assets

65,477,518

54,311,892

+21 %

Income Statement

Revenue increased by 20% to $65.27 million in FY 2025, compared to $54.43 million in FY 2024, representing the highest annual revenue in Company history and reflecting strong performance across all core divisions.

Gross profit increased by 83% to $7.90 million, compared to $4.31 million in FY 2024, driven by improved product mix, increased contribution from higher-margin divisions, and operational efficiencies.

Gross margin expanded to 12.10%, compared to 7.92% in FY 2024, representing a 418-basis point improvement.

Total operating expenses increased to $24.60 million, compared to $19.86 million in FY 2024, reflecting strategic investments in talent and new hires, including managerial, sales, and scientific personnel, corporate growth initiatives supporting global expansion, as well as extensive provisions for doubtful accounts.

○

Excluding provisions for doubtful accounts and other non-cash items, operating expenses remained broadly in line with the prior year.

Total other income (expense), net, was ($2.44 million) in FY 2025, compared to ($0.64 million) in FY 2024, largely reflecting non-cash items, including mark-to-market losses on digital assets, non-cash interest expense, and changes in the fair value of convertible notes.

Net income (loss) was ($19.14 million), compared to ($16.18 million) in FY 2024.

Adjusted EBITDA improved to ($3.36 million), compared to ($3.44 million) in FY 2024, driven by stronger gross profitability and adjustments for non-cash and non-recurring items.

Adjusted net income (loss) was ($5.98 million), compared to ($4.45 million) in FY 2024, primarily reflecting higher costs associated with business expansion and growth initiatives.

Net income (loss) per share improved significantly, with reported net loss per share of ($0.63) compared to ($1.17) in 2024, while adjusted net income (loss) per share improved to ($0.12) from ($0.65) in the prior year.

Balance Sheet

Cosmos Health maintained a robust financial foundation, expanding its asset base and enhancing liquidity. The Company ended the year with a solid cash position to support growth initiatives.

Total assets increased to $65.48 million, compared to $54.31 million as of December 31, 2024, reflecting growth across core business segments and expanded operational scale, supported by the following key components:

○

Property and equipment, net, totaled $10.58 million, largely reflecting the Company’s wholly owned real estate assets, including CosmoFarm’s logistics center and Cana Laboratories’ manufacturing facilities.

○

Cash and cash equivalents totaled $3.46 million, compared to $0.32 million as of December 31, 2024, a more than tenfold increase.

○

Digital assets totaled $1.41 million, reflecting investments in Ethereum under the Company’s treasury diversification strategy.

○

Inventory increased to $5.78 million, compared to $4.36 million, supporting expanded commercial activity and anticipated demand.

○

Accounts receivable increased to $22.07 million, compared to $14.71 million, reflecting increased business volumes and continued commercial expansion.

○

Goodwill and intangible assets, net, totaled $7.57 million, representing investments in intellectual property, including acquired licenses for established pharmaceutical and nutraceutical products.

○

Prepaid expenses and other current assets increased to $6.54 million, compared to $4.89 million, reflecting strategic supplier prepayments and operational investments supporting growth and supply chain efficiency.

Total liabilities increased to $47.05 million, compared to $29.78 million, primarily reflecting higher accounts payable, increased working capital requirements, and expanded credit facilities supporting business growth.

Stockholders’ equity totaled $18.42 million, compared to $24.53 million as of December 31, 2024, with the decrease primarily reflecting extensive non-cash provisions for doubtful accounts.

CEO Statement

Greg Siokas, CEO of Cosmos Health, stated:

“2025 was the year Cosmos Health proved its model. Not with promises — with numbers.

We delivered $65.3 million in revenue — a new all-time record, up 20% year-over-year. More importantly, our gross profit nearly doubled, growing 83% to $7.9 million, while gross margin expanded 418 basis points to 12.1%. Our Adjusted EPS improved by 82%, from ($0.65) to ($0.12). These are not incremental improvements. This is the structural transformation of a healthcare platform that has been methodically built over the past several years to be vertically integrated, globally diversified, and increasingly high-margin.

At Cana Laboratories, we secured long-term contract manufacturing agreements representing over 12 million units — providing meaningful revenue visibility and a platform for continued margin expansion. Sky Premium Life secured over 300,000 units in new purchase orders globally, with 60 new SKUs introduced, bringing our total portfolio to over 150 products. We also delivered record distribution volumes at CosmoFarm, driven by an expanded pharmacy network, and we entered the United States — the world’s largest nutraceuticals market — with locally manufactured, clinically validated products. NOOR Collagen is already generating sales with a clear path to over $12 million in annualized revenue at approximately 75% gross margins.

We made bold strategic moves. We activated a $300 million digital asset facility and initiated an Ethereum treasury strategy. We secured buy-out rights and exclusive licensing for two patented anticancer drugs valued at over $24.5 million, targeting prostate, ovarian, and colorectal cancers. We advanced multiple AI-driven patent filings through Cloudscreen, our proprietary drug repurposing platform, targeting multiple sclerosis, gliomas and hematologic malignancies, as well as allergic inflammation.

We ended the year with $3.5 million in cash, more than ten times our year-end 2024 cash position. We also own real estate assets with a fair market value that we believe exceeds our current market capitalization, and we are actively evaluating strategic options to unlock that value for our shareholders.

I personally increased my ownership by over 3.3 million shares in 2025. I do not do that as a formality. I do that because I believe — with full conviction — that the intrinsic value of Cosmos Health is a significant multiple of where this stock trades today. Our revenue is at a record. Our margins are expanding. Our U.S. business is ramping. Our pipeline is advancing. And we have only just begun to realize the potential of this platform.

2026 has started with strong momentum across all divisions, and we will provide updated guidance in the near term. To our shareholders: we hear you. We are executing for you. And the best chapters of this story are still ahead.”

2025 Business Highlights

R&D and Product Innovation

Entered new nanotechnology R&D program to develop next-generation nutraceutical formulations with enhanced phytochemical efficacy

Advanced CCX0722 weight management solution into final development phase

Filed AI-driven patent application (Application Number N2039646) for allergic inflammation therapy

Advanced oncology pipeline with two new AI-driven patent filings (Application Numbers: N2039647 and N2039645) for gliomas and hematologic malignancies

Secured buy-out rights and exclusive licensing for two patented anticancer drugs for prostate, ovarian, and colorectal cancers valued at over $24.5 million

Filed AI-driven patent application (Application Number N2039644) targeting multiple sclerosis

Expanded Sky Premium Life nutraceutical portfolio with 60 new SKUs, increasing total offerings to over 150 products

Manufacturing and Operations

Expanded Cana Laboratories facility upgrade program to increase production capacity

Signed five-year contract manufacturing agreement with Pharmex for 1.5 million bottles of AMBITASOL antiseptic

Signed contract manufacturing agreement with Medical Pharmaquality for 3 million MYCOFAGYL pessaries annually

Secured 10-year contract manufacturing agreement with Provident Pharmaceuticals totaling 8 million packs

Global Commercial Expansion

United States:

Commenced U.S. operations supported by local manufacturing capabilities

Launched NOOR Collagen, projected to generate over $12 million in revenue within 12 months and deliver approximately 75% gross margins

Sky Premium Life:

Received follow up order from Pharmalink for 80,000 Sky Premium Life units in the UAE following sell out of the initial 130,000 unit order

Launched Sky Premium Life in Albania through partnership with Pharma Cell, securing an initial $300,000 order

Expanded Sky Premium Life into Kuwait through exclusive distribution agreement with Diyar United, securing an initial order exceeding 65,000 units

Entered Oman through distribution agreement with Scientific Pharmacy for Sky Premium Life, including an initial purchase order of 42,000 units

PCR Kits:

Expanded partnership with Virax Biolabs for avian influenza PCR kits, securing exclusive distribution rights across Europe and the GCC

Strategic and Financial Milestones

Secured up to $300 million financing facility to launch digital asset treasury

Initiated digital asset treasury strategy with $2 million Ethereum investment

Launched strategic partnership with Prime Ledger to tokenize intellectual property assets and enhance treasury strategy

Secured a €2.2 million bond loan from a European bank on competitive terms, with an option to upsize, to support growth initiatives. The bond carries an interest rate of 2.95% plus the applicable 6-month Euribor.

Regained compliance with Nasdaq minimum bid price requirement

CEO Greg Siokas acquired more than 3.3 million shares in 2025, reinforcing alignment with shareholders

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Twelve months ended December 31,

2025

2024

(in $)

GAAP - Figures

REVENUE

65,271,815

54,426,402

GROSS PROFIT

7,895,575

4,311,323

TOTAL OPERATING EXPENSES

(24,599,179 )

(19,856,153 )

GAIN (LOSS) FROM OPERATIONS

(16,703,604 )

(15,544,830 )

TOTAL OTHER INCOME (EXPENSE), NET

(2,441,394 )

(638,188 )

NET LOSS

(19,144,998 )

(16,183,018 )

NON-GAAP Figures*

ADJUSTED EBITDA

(3,361,385 )

(3,438,975 )

ADJUSTED NET INCOME (LOSS)

(5,984,020 )

(4,451,289 )

(*) See “Definitions of Non-GAAP Measures” and “Reconciliation of Non-GAAP Measures” sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.

Definitions of Non-GAAP Measures

We collect and analyse operating and financial data to evaluate the health of our business and assess our performance. In addition to Revenue, Income (Loss) from Operations and Net Income (Loss) under GAAP, we use: EBITDA, Adjusted EBITDA, and Adjusted Net Income (Loss). We have included these non-GAAP financial measures because they are key measures used by our management to evaluate our operating performance. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. Therefore, these non-GAAP financial measures are presented here. Our calculation of these non-GAAP financial measures may differ from similarly titled non-GAAP measures, if any, reported by our peer companies. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.

Adjusted EBITDA

We define Adjusted EBITDA as income (loss) before income taxes, excluding (i) depreciation and amortization expense, (ii) interest (income) expense, net, (iii) non-cash interest expense, (iv) stock-based compensation, (v) non-recurring and extraordinary items, (vi) other (income) expense, net, (vii) gain (loss) on equity investments and extinguishment of debt, net, (viii) change in fair value of derivatives and convertible notes, (ix) gain (loss) on digital assets, (x) foreign currency transactions, net, (xi) provisions for doubtful accounts, (xii) other non-cash provisions, and (xiii) impairment charges.

We have included Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and Board of Directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and non-recurring and extraordinary items.

For investors to better evaluate the Company’s performance and compare results across reporting periods, Cosmos Health provides a reconciliation of GAAP to non-GAAP financial measures. These adjustments exclude certain non-cash and non-recurring items, including stock-based compensation, non-cash interest expense, provisions for doubtful accounts, changes in the fair value of derivatives and convertible notes, gains or losses on digital assets, foreign currency transactions, and other non-operating or non-recurring items, as applicable and as further described above.

The presentation of the Company’s non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with GAAP, and the Company’s non-GAAP measures may be different from non-GAAP measures used by other companies.

Adjusted Net Income (Loss)

We define Adjusted Net Income (Loss) as Adjusted EBITDA (see above) adding provision for income taxes and deducting interest expense.

Adjusted Net Income (Loss) has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP.

Reconciliation of Non-GAAP Measures

Adjusted EBITDA & Adjusted Net Income (Loss)

The following table presents reconciliations of Adjusted EBITDA & Adjusted Net Income (Loss) to the most directly comparable GAAP financial measure for each of the periods indicated.

Twelve months ended December 31,

2025

2024

(in $)

INCOME (LOSS) BEFORE INCOME TAXES

(19,144,998 )

(16,183,018 )

Adjustments (add back):

Depreciation and amortization expense

1,369,353

1,249,238

Interest (income) / expense, net

1,899,872

1,012,314

Non-cash interest expense

722,763

EBITDA

(15,153,010 )

(13,921,466 )

Non-recurring and extraordinary items

2,732,767

3,926,891

Stock-based compensation

2,312,241

1,689,712

Other (income) / expense, net

233,443

(86,737 )

(Gain) / loss on equity investments & debt extinguishment, net

(89,978 )

(2,470 )

Change in FV of derivatives & convertible notes

(177,362 )

Gain/(Loss) on digital assets

588,916

Foreign currency transactions, net

(339,847 )

121,530

Provisions for Doubtful Accounts

6,408,956

4,541,584

Other provisions (non-cash)

(40,296 )

Impairment charges

162,785

291,980

ADJUSTED EBITDA

(3,361,385 )

(3,438,975 )

Interest expense

(2,622,635 )

(1,012,314 )

ADJUSTED NET INCOME (LOSS)

(5,984,020 )

(4,451,289 )

CONDENSED CONSOLIDATED BALANCE SHEET DATA

December 31, 2025

September 30, 2025

December 31, 2024

(in $)

(Audited)

(Unaudited)

(Audited)

ASSETS

Cash & cash equivalents

3,459,893

4,633,660

315,105

Inventory

5,778,142

5,683,662

4,355,365

Accounts receivable, prepaid expenses and other current assets

28,662,583

25,952,190

19,618,932

Property and equipment, net

10,578,858

10,664,820

9,689,505

Goodwill and intangible assets, net

7,569,695

7,960,633

7,756,534

Loans receivable

3,633,839

7,666,483

6,946,749

Other noncurrent assets

5,794,508

6,931,310

5,629,702

TOTAL ASSETS

65,477,518

69,492,758

54,311,892

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses

17,412,973

15,198,777

12,648,882

Other current liabilities

6,047,940

5,505,549

3,564,569

Lines of credit

9,177,684

7,584,786

6,985,052

Notes payable

11,485,084

15,956,667

4,119,471

Other non-current and finance/lease liabilities

2,929,208

2,112,095

2,460,990

Stockholders’ and mezzanine equity

18,424,629

23,134,885

24,532,929

TOTAL LIABILITIES AND STOCKHOLDERS’/MEZZANINE EQUITY

65,477,518

69,492,758

54,311,892

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; and the Company’s ability to successfully develop and commercialize its proprietary products and technologies. Readers are cautioned not to place undue reliance on these forward-looking statements, as actual results could differ materially from those anticipated. Readers are encouraged to review the risk factors set forth in the Company’s filings with the SEC, which are available at the SEC’s website (www.sec.gov). The Company disclaims any obligation to update or revise forward-looking statements, whether as a result of any new information, future events, or otherwise.

Investor Relations Contact:

BDG Communications

cosm@bdgcommunications.com

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Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

+ Details

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dei_EntityAddressAddressLine1

Namespace Prefix:

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Balance Type:

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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Name:

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Name of the City or Town

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No definition available.

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Name:

dei_EntityAddressCityOrTown

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Balance Type:

Period Type:

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- Definition

ISO 3166-1 alpha-2 country code.

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No definition available.

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dei_EntityAddressCountry

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Code for the postal or zip code

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No definition available.

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Name:

dei_EntityAddressPostalZipCode

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Period Type:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Name:

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