Inscobee Inc. - 12 May 2025 Form 4/A - Amendment Insider Report for Apimeds Pharmaceuticals US, Inc. (APUS)

Role
10%+ Owner
Signature
/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact
Issuer symbol
APUS
Transactions as of
12 May 2025
Net transactions value
+$598,681
Form type
4/A - Amendment
Filing time
11 Jun 2025, 16:36:32 UTC
Date Of Original Report
14 May 2025
Previous filing
14 May 2025
SEC
View on sec.gov

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 11 Jun 2025 0002057997

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APUS Common Stock, par value $0.01 per share Conversion of derivative security $184,834 +71,090 +3.6% $2.60 2,055,706 12 May 2025 Direct F1, F2
transaction APUS Common Stock, par value $0.01 per share Conversion of derivative security $114,507 +44,041 +2.1% $2.60 2,099,747 12 May 2025 Direct F2, F3

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
transaction APUS Convertible Promissory Note Conversion of derivative security $184,833 0 12 May 2025 Common Stock, par value $0.01 per share 71,090 $2.60 Direct F1, F2
transaction APUS Convertible Promissory Note Conversion of derivative security $114,507 0 12 May 2025 Common Stock, par value $0.01 per share 44,041 $2.60 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 21, 2022, Apimeds Pharmaceuticals US, Inc. (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 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 March 2022 Note bears interest at an annual rate of 5%. The March 2022 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 $160,000, plus $24,833 of accrued and unpaid interest.
F2 On May 12, 2025, the Issuer completed a Qualified Financing and all outstanding principal and accrued and unpaid interest owed under the note converted into common stock at the Conversion Price.
F3 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 14, 2025, the reporting person filed a Form 4, which incorrectly reported that the reporting person had indirect beneficial ownership of the Convertible Promissory Note in the amount of $184,833 (the "Note") and the shares of common stock underlying such Note (the "Shares"), through Apimeds Korea. In fact, as reported in this amendment, the reporting person directly owned the Note and the Shares.