Apimeds Pharmaceuticals US, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Conversion of Promissory Notes in Connection with IPO On March 21, 2022, the Company issued a promissory note in the amount of $160,000 to Inscobee, Inc. (“Inscobee”). On June 3, 2022, the Company issued an additional $100,000 promissory note to Inscobee (together, and as amended, the “2022 Convertible Notes”). On August 30, 2021, the Company issued a convertible promissory note in the amount of $400,000 (“2021 Convertible Note”) to Apimeds Korea. In connection with the closing of the IPO, the 2022 Convertible Notes and 2021 Convertible Note automatically converted into shares of common stock. Pursuant to the terms of the 2021 Convertible Note and 2022 Convertible Notes , all outstanding accrued and unpaid interest owed under the 2021 Convertible Note and 2022 Convertible Notes was to convert into common stock simultaneously with the consummation of the IPO, which qualified as a Qualified Offering (as defined in the 2021 Convertible Note and 2022 Convertible Notes). An aggregate of $772,545 of outstanding principal and accrued interest under the notes was converted to common stock, resulting in the issuance of an aggregate of 297,133 shares of Company’s common stock, based on a conversion price of $2.60 per share, as set forth in the 2021 Convertible Note and 2022 Convertible Notes. The shares were issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act. (b) On May 5, 2025, the Company’s registration statement on Form S-1 (File No. 333-282324), as amended (the “Registration Statement”) was declared effective by the SEC for the IPO in which the Company sold a total of 3,375,000 shares of its common stock at a price of $4.00 per share, generating gross proceeds to the Company of $13.5 million. D. Boral Capital LLC acted as representative of the underwriters for the offering. The offering closed on May 12, 2025. Following the sale of all the shares upon the closing of the IPO and the expiration of the over-allotment option, the offering terminated. The Company received net proceeds of approximately $11.9 million after deducting underwriting discounts and commissions and the estimated offering expenses. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates. There has been no material change in the planned use of proceeds from our initial public offering as described in the final prospectus filed with the SEC on May 9, 2025. (c) None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.