Inscobee Inc. - Mar 4, 2025 Form 3/A - Amendment Insider Report for Apimeds Pharmaceuticals US, Inc. (APUS)

Role
10%+ Owner
Signature
/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact
Stock symbol
APUS
Transactions as of
Mar 4, 2025
Transactions value $
$0
Form type
3/A - Amendment
Date filed
6/11/2025, 04:11 PM
Date Of Original Report
May 8, 2025
Next filing
Jun 11, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Inscobee Inc. 10%+ Owner ROOM 613, DIGITAL-RO 130, 6F, GEUMCHEON-GU, SEOUL, KOREA, REPUBLIC OF /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 2025-06-11 0002057997

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding APUS Common Stock, par value $0.01 per share 1.48M Mar 4, 2025 Direct
holding APUS Common Stock, par value $0.01 per share 4.13M Mar 4, 2025 By Apimeds Inc. F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding APUS Convertible Promissory Note Mar 4, 2025 Common Stock, par value $0.01 per share $473K $2.60 By Apimeds Inc. F1, F2
holding APUS Convertible Promissory Note Mar 4, 2025 Common Stock, par value $0.01 per share $185K $2.60 Direct F3
holding APUS Convertible Promissory Note Mar 4, 2025 Common Stock, par value $0.01 per share $115K $2.60 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of common stock are owned directly by Apimeds Inc. ("Apimeds Korea"), which is a wholly owned subsidiary of the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2 On August 30, 2021, Apimeds Pharmaceuticals US, Inc. (the "Issuer") issued to Apimeds Korea a convertible promissory note in the principal amount of $400,000 (as amended, the "August 2021 Note"). All outstanding principal and accrued and unpaid interest owed under the August 2021 Note is due and payable on the earlier of (i) December 31, 2026, or (ii) the consummation of an offering of the Issuer's common stock resulting in the listing of the Issuer's common stock on the NYSE American, or other national securities exchange (a "Qualified Offering"). The August 2021 Note bears interest at an annual rate of 5%. The August 2021 Note is convertible into shares of common stock at a conversion price of $2.60 per share (the "Conversion Price"). The amount reported in Column 3 of Table II represents the original principal amount of $400,000, plus $73,205 of accrued and unpaid interest.
F3 On March 21, 2022, the Issuer issued to Inscobee Inc. ("Inscobee") a convertible promissory note in the principal amount of $160,000 (as amended, the "March 2022 Note"). All outstanding principal and accrued and unpaid interest owed under the March 2022 Note is due and payable on the earlier of (i) December 31, 2026, or (ii) the consummation of a Qualified Offering. The March 2022 Note bears interest at an annual rate of 5%. The March 2022 Note is convertible into shares of common stock at the Conversion Price. The amount reported in Column 3 of Table II represents the original principal amount of $160,000, plus $24,833 of accrued and unpaid interest.
F4 On June 3, 2022, the Issuer issued to Inscobee a convertible promissory note in the principal amount of $100,000 (as amended, the "June 2022 Note"). All outstanding principal and accrued and unpaid interest owed under the June 2022 Note is due and payable on the earlier of (i) December 31, 2026, or (ii) the consummation of a Qualified Offering. The June 2022 Note bears interest at an annual rate of 5%. The June 2022 Note is convertible into shares of common stock at the Conversion Price. The amount reported in Column 3 of Table II represents the original principal amount of $100,000, plus $14,507 of accrued and unpaid interest.

Remarks:

On May 8, 2025, the reporting person filed a Form 3, which was subsequently amended on May 14, 2025, which incorrectly reported that the reporting person had indirect beneficial ownership of the Convertible Promissory Note in the amount of $184,833 (the "Note") through Apimeds Korea. In fact, as reported in this amendment, the reporting person directly owned the Note.