What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-19 compared with 2025-05-20 · 155 added, 71 removed, 136 unchanged (62% of the section changed)

55 unchanged sentences

grade venom of the Apis mellifera, or honeybee, which is classified by the U.S Food and Drug Administration (“FDA”) as an

active pharmaceutical ingredient (“API”).

Apimeds Korea has developed a proprietary method and process of turning extracted

bee venom into a lyophilized powder for reconstitution prior to intradermal dose injections, which they sell in Korea as South Apitoxin.

Apimeds Korea has exclusively licensed to us all rights to develop, commercialize, market and sell Apitoxin as “Apitox” in

the United States in exchange for a sales royalty.

See “ Item 13.

Certain Relationships and Related Transactions, and Director

Independence — Certain Relationships and Related Transactions — Business Agreement .”

active pharmaceutical ingredient.

Apimeds Korea has developed a proprietary method and process of turning extracted bee venom into a lyophilized

powder for reconstitution prior to intradermal dose injections, which they sell in South Korea as Apitoxin.

Apimeds Korea has exclusively

licensed to us all rights to develop, commercialize, market and sell Apitoxin as “Apitox” in the United States in exchange

for a sales royalty.

The success of the Company is dependent on obtaining

8 unchanged sentences

operating losses.

For the three months ended March 31, 2025 and 2024, Apimeds Pharmaceuticals US, Inc.

net loss was $402,397 and $296,473,

respectively.

As of March 31, 2025, Apimeds Pharmaceuticals US, Inc.

had an accumulated deficit of $4,794,321, a stockholders’ deficit

of $1,760,518 and a working capital deficit of $1,136,898.

As of March 31, 2025, the Company had accumulated

For the three and six months ended June 30, 2025 and 2024, Apimeds Pharmaceuticals US, Inc.

net loss was $2,662,193

and $3,064,590, and $449,363 and $745,836, respectively.

As of June 30, 2025, the Company had accumulated

deficit amount to $7,456,514.

The Company incurred net losses of $402,397 for the three months ended March 31, 2025, and expects to continue

to incur substantial losses in the future.

On May 12, 2025, the Company consummated its initial public offering (the “IPO”)

of 3,375,000 shares of its common stock at a price of $4.00 per share, generating net proceeds to the Company of $11.9 million.

on cash that is available for Company operations, together with the proceeds from the IPO, and projections of future Company operations,

the Company believes that its cash will be sufficient to fund the Company’s current operating plan through at least the next twelve

months from the date of issuance of the accompanying condensed financial statements.

Results of operations for the three months ended March 31, 2025

The Company incurred net losses of $2,662,193 and $3,064,590 for the three and six months ended June 30,

2025, respectively, and expects to continue to incur substantial losses in the future.

On May 12, 2025, the Company consummated its initial

public offering (the “IPO”) of 3,375,000 shares of its common stock at a price of $4.00 per share, generating net proceeds

to the Company of $11.9 million.

Based on cash that is available for Company operations, together with the proceeds from the IPO, and

projections of future Company operations, the Company believes that its cash will be sufficient to fund the Company’s current operating

plan through at least the next twelve months from the date of issuance of the accompanying condensed financial statements.

Results of operations for the three months ended June 30, 2025 and

Operating Expense

7 unchanged sentences

Other expenses

Change in FV of warrant liability

Interest income

Interest expense

For the three months ended March 31, 2025 and 2024, the Company

had no revenue.

$ (2,662,193 )

$ (2,212,830 )

For the three months ended June 30, 2025 and 2024, the Company had

Operating expenses

Research and development expense

The following table summarizes the year-over-year

changes in research and development expenses for the three months ended June 30, 2025:

Three Months Ended

Payroll expenses

Clinical trials

Compensation - stock and stock options

Research and development expenses totaled $651,784 for

the three months ended June 30, 2025, compared to no such expenses for the same period in 2024, reflecting an increase of $651,784.

This increase was primarily driven by the availability of funding, which supported higher overall research and development spending.

increase was mainly attributable to payroll expenses of approximately $72,000, stock-based compensation of approximately $439,000,

clinical trial costs of approximately $118,000, and other research and development expenses totaling approximately $23,000.

General and administrative expenses

The following table summarizes the year-over-year

changes in general and administrative expenses for the years presented:

changes in general and administrative expenses for the three months ended June 30, 2025:

Three Months Ended

1 unchanged sentence

Professional services

Compensation - stock and stock options

Office expenses

General administrative

General and administrative expenses were $364,368

for the three months ended March 31, 2025, compared to $271,726 for the same period in 2024, representing an increase of $92,642.

The increase was mainly attributable to an increase in professional expenses for a total of approximately $95,000 and an increase in payroll

expenses for the officers of the Company for a total of approximately $8,000.

Other Expense

Other general administrative

General and administrative expenses totaled $2,012,120

for the three months ended June 30, 2025, compared to $427,757 for the same period in 2024, representing an increase of $1,584,363.

increase was primarily driven by higher stock compensation costs and expanded operational activities.

Specifically, the change included

an increases in professional services of approximately $26,000, stock-based compensation of approximately $1,453,000, insurance expenses

of approximately $31,000, office expenses of approximately $66,000, and other general and administrative costs of approximately $10,000.

Other Income (expense)

The following table summarizes the year-over-year

changes in general and administrative expenses for the years presented:

changes in other income (expense) for the periods presented:

Three Months Ended

Change in FV of warrant liability

Interest income

Interest expense

Other expense was $38,029 for the three months

ended March 31, 2025, compared to $24,747 for the same period in 2024, representing an increase in expense of $13,282.

The increase was

mainly due to an increase in interest expense for a total of approximately $11,000.

Other income was $1,711 for the three months ended June 30, 2025, compared

to other expense $21,606 for the same period in 2024, representing an decrease in expense of $23,137.

The decrease was mainly due to an

increase in interest income for a total of approximately $15,000 and gain as a result of the change in fair value of warrant liability

for approximately $10,000.

Net loss was $2,662,193 for the three months ended

March 31, 2025, compared to $296,473 in the same period of 2024, representing an increase in loss of $105,924.

The increase was mainly

due to the increase in general and administrative expenses, specifically professional fees associated with the filing of the registration

statements with the U.S.

Securities and Exchange Commission (the “SEC”) and pre-IPO expenses as well as an increase in payroll

June 30, 2025, compared to net loss of $449,363 in the same period of 2024, representing an increase in loss of $2,212,830.

was mainly due to the increase in both general and administrative expenses and research and development expenses due to higher stock compensation

costs and expanded operational and research and development activities.

Results of operations for the six months ended June 30, 2025 and

Operating Expense

The following table sets forth the Company’s selected statements

of operations data for the following periods:

Six Months Ended

Operating expenses

Research and development expenses

General and administrative expenses

Loss from operations

Other expenses

Change in FV of warrant liability

Interest income

Interest expense

$ (3,064,590 )

$ (2,318,754 )

For the six months ended June 30, 2025 and 2024, the Company had no

Operating expenses

Research and development expenses

The following table summarizes the year-over-year

changes in research and development expenses for the six months ended June 30, 2025:

Six Months Ended

Payroll expenses

Clinical trials

Compensation - stock and stock options

Total research and development expenses

Research and development expenses totaled $651,784 for

the six months ended June 30, 2025, compared to no such expenses for the same period in 2024, reflecting an increase of $651,784.

This increase was primarily driven by the availability of funding, which supported higher overall research and development spending.

increase was mainly attributable to payroll expenses of approximately $72,000, stock-based compensation of approximately $439,000,

clinical trial costs of approximately $118,000, and other research and development expenses totaling approximately $23,000.

General and administrative expenses

The following table summarizes the year-over-year

changes in general and administrative expenses for the six months ended June 30, 2025:

Six Months Ended

Payroll expenses

Professional services

Compensation - stock and stock options

Office expenses

Other general administrative

Total general and administrative expenses

General and administrative expenses totaled $1,677,005

for the six months ended June 30, 2025, compared to $699,483 for the same period in 2024, representing an increase of $1,677,005.

increase was primarily driven by higher stock compensation costs and expanded operational activities.

Specifically, the change included

the increases in professional services of approximately $122,000, stock-based compensation of approximately $1,453,000, insurance expenses

of approximately $31,000, office expenses of approximately $65,000.

Other Expense

The following table summarizes the year-over-year

changes in other expenses for the periods presented:

Six Months Ended

Change in FV of warrant liability

Interest income

Interest expense

Other expense was $36,318 for the six months ended June 30, 2025, compared

to $46,353 for the same period in 2024, representing a decrease in expense of $10,035.

The decrease was mainly due to an increase in interest

income corresponding with the decrease in interest expense due to conversion of the notes, as well as gain as a result of the change in

fair value of warrant liability for approximately $10,000.

Net loss was $3,064,590 for the six months ended

June 30, 2025, compared to net loss of $745,836 in the same period of 2024, representing an increase in loss of $2,318,754.

was mainly due to the increase in both general and administrative expenses and research and development expenses due to higher stock compensation

costs and expanded operational and research and development activities.

Liquidity and Capital Resources

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for each of the periods shown below:

Six Months Ended

Net cash used in operating activities

$ (3,381,409 )

$ (2,934,254 )

Net cash used in investing activities

1 unchanged sentence

Net increase (decrease) in cash

During the three months ended March 31, 2025,

operating activities used approximately $20,000 of cash, primarily resulting from a net loss of $402,397, partially offset by non-cash

interest expense-related parties of $11,256, accretion expense of $26,776, and changes in operating assets and liabilities of $344,051.

During the three months ended March 31, 2024,

operating activities used approximately $263,000 of cash, primarily resulting from a net loss of $296,473, partially offset by non-cash

interest expense-related parties of $7,956, accretion expense of $18,952, and changes in operating assets and liabilities of $6,464.

During the six months ended June 30, 2025, operating

activities used approximately $3,381,000 of cash, primarily resulting from a net loss of $3,064,590, partially offset by non-cash

stock-based compensation for stock and stock options grants in the approximate amount of $1,700,000 and 192,000, respectively, accretion

expense of $39,000, and changes in operating assets and liabilities of approximately decrease ($2,261,000) mainly due to increase in prepaid

research costs and prepaid insurance and decrease in accounts payable and accrued expenses.

During the six months ended June 30, 2024, operating

activities used approximately $447,000 of cash, primarily resulting from a net loss of approximately $745,000, partially offset by

non-cash interest expense-related parties of $16,460, accretion expense of $32,000, and negative changes in operating assets and liabilities

of approximately ($250,000).

Investing activities

During the three months ended March 31, 2025 and 2024 investing activities

During the three months ended June 30, 2025 and 2024 investing activities

used approximately $13,000 and $0, respectively.

Financing activities

During the three months ended March 31, 2025,

financing activities provided $267,200 of cash resulting from $250,000 in proceeds from notes payable from related parties and cash

advances from related parties of $17,200.

During the three months ended March 31, 2024,

financing activities used $0.

During the six months ended June 30, 2025, financing

activities provided approximately $12,126,600 of cash.

This was primarily attributable to net proceeds from the issuance of common stock

in the IPO of $11,953,046, proceeds from notes payable from related parties of $250,000, and cash advances from related parties of $17,400,

partially offset by cash advances paid to related parties in the amount of $93,800.

During the six months ended June 30, 2024, financing

activities provided $100,000 of cash, consisting entirely of proceeds from notes payable from related parties.

Contractual Obligations and Commitments

See Note 6 – Debt, and Note 8 – Commitments

and Contingencies, of the notes to the Company’s financial statements as of and for the three months ended March 31, 2025 included

and Contingencies, of the notes to the Company’s financial statements as of and for the three months ended June 30, 2025 included

elsewhere in this Annual Report for further discussion of the Company’s commitments and contingencies.

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Critical Accounting Policies and Significant Judgments and Estimates

The Company’s management’s discussion

and analysis of its financial condition and results of operations is based on its financial statements, which have been prepared in accordance

with generally accepted accounting principles in the United States of America (“GAAP”).

The preparation of these unaudited

condensed financial statements requires Apimeds Pharmaceuticals US, Inc.

to make estimates, judgments and assumptions that affect the

reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the balance sheet and the

reported amounts of expenses during the reporting period.

In accordance with GAAP, Apimeds Pharmaceuticals US, Inc.

evaluates its estimates

and judgments on an ongoing basis.

The Company’s management’s discussion and analysis of its

financial condition and results of operations is based on its financial statements, which have been prepared in accordance with U.S.

The preparation of these unaudited condensed financial statements requires Apimeds Pharmaceuticals US, Inc.

to make estimates, judgments

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the

date of the balance sheet and the reported amounts of expenses during the reporting period.

In accordance with U.S.

GAAP, Apimeds Pharmaceuticals

evaluates its estimates and judgments on an ongoing basis.

The most significant estimates relate to convertible instruments.

Apimeds Pharmaceuticals US, Inc.

bases its estimates and assumptions on current facts, historical experiences, and various other factors that Apimeds Pharmaceuticals US,

believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value

of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different

assumptions or conditions.

bases its estimates and assumptions on current facts, historical experiences, and various other factors

that Apimeds Pharmaceuticals US, Inc.

believes are reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ

from these estimates under different assumptions or conditions.

The Company defines its critical accounting policies

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis