What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-19 · 399 added, 285 removed, 481 unchanged (59% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS

Unaudited Condensed Balance Sheets as of June 30, 2025 and December 31, 2024

Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and

Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024

Unaudited Condensed Balance Sheets as of September 30, 2025 and December 31, 2024

Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024

Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Notes to Unaudited Condensed Financial Statements

1 unchanged sentence

Unaudited Condensed Balance Sheets

September 30,

Current assets:

9 unchanged sentences

Notes payable - related party

Warrant Liability

Total current liabilities

5 unchanged sentences

Preferred stock, par value $ 0.01 , 10,000,000 shares authorized;

none issued and outstanding as of June 30, 2025 and December 31, 2024

none issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock, par value $ 0.01 , 100,000,000 shares authorized;

12,575,983 and 7,903,850 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

12,575,983 and 7,903,850 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

September 30,

Operating expenses:

6 unchanged sentences

Other income (expense)

Change in FV of warrant liability

Change in fair value of warrant liability

Interest income

Interest expense

Other income (expense)

Total other income (expense)

$ ( 1,781,255 )

7 unchanged sentences

Apimeds Pharmaceuticals US, Inc

Unaudited Condensed Statement of Changes in Shareholders’ Equity (Deficit)

Unaudited Condensed Statements of Changes in

Stockholders’ Equity (Deficit)

Preferred Stock

2 unchanged sentences

$ ( 1,358,121 )

Net loss for the period ended March 31, 2025

Balance at March 31, 2025

6 unchanged sentences

Issuance of common stock in IPO (net of $ 1,599,060 in offering costs and warrant liability)

Net loss for the period ended June 30, 2025

( 2,662,193 )

2 unchanged sentences

( 7,456,514 )

Stock-based compensation - stock options

Issuance of Advisor Warrants in connection with IPO

Net loss for the period ended September 30, 2025

( 1,781,255 )

Balance at September 30, 2025

$ ( 9,237,769 )

The accompanying notes are an integral part

of these unaudited condensed financial statements.

Apimeds Pharmaceuticals US, Inc.

Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit)

Preferred Stock

1 unchanged sentence

$ ( 3,001,934 )

Net loss for the period ended March 31, 2024

Balance at March 31, 2024

( 3,298,407 )

Net loss for the period ended June 30, 2024

Balance at June 30, 2024

( 3,747,770 )

Net loss for the period ended September 30, 2024

Balance at September 30, 2024

$ ( 4,080,291 )

The accompanying notes are an integral part

of these unaudited condensed financial statements.

$ ( 1,046,488 )

The accompanying notes

are an integral part of these unaudited condensed financial statements.

Apimeds Pharmaceuticals US, Inc

Unaudited Condensed Statements of Cash Flows

For the six months ended

For the nine months ended September 30,

Cash flows from operating activities:

15 unchanged sentences

Cash flows from investing activities:

Purchase of equipment

Purchase of furniture and equipment

Net cash provided by investing activities

5 unchanged sentences

Net cash provided by financing activities

Net decrease in cash

Net increase (decrease) in cash

Cash, beginning of period

10 unchanged sentences

Apimeds Pharmaceuticals US, Inc

Notes to the Unaudited Condensed Financial Statements

to the Unaudited Condensed Financial Statements

DESCRIPTION OF BUSINESS

7 unchanged sentences

intradermally administered bee venom-based toxin.

Apimeds Inc., the majority shareholder of the Company

which is a subsidiary of Inscobee Inc.

(“Apimeds Korea”), and the Company entered into license agreements, under which the

Company was granted the right to continue any clinical trial, acquire the permits and approval necessary from the FDA, and commercially

Apimeds Inc., the majority shareholder of the

Company which is a subsidiary of Inscobee Inc.

(“Apimeds Korea”), and the Company entered into license agreements, under which

the Company was granted the right to continue any clinical trial, acquire the permits and approval necessary from the FDA and commercially

develop and market Apitox within the United States (see notes 3).

3 unchanged sentences

to investigate potential uses for Apitox to treat pain associated with multiple sclerosis (“MS”), and intends to conduct non-registered

corporate sponsorship studies to identify appropriate MS patient populations.

corporate sponsored studies to identify appropriate MS patient populations.

Apitox is currently marketed and sold by Apimeds Korea in

23 unchanged sentences

and recurring adjustments that are considered necessary for the fair presentation of results for the interim periods presented.

The information

included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in our 2024 Form

Revenues, expenses, assets and liabilities can vary during each quarter of the year.

1 unchanged sentence

interim financial statements may not be representative of those for the full year.

As of June 30, 2025, the Company had an accumulated deficit of $ 7,456,514 .

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 cash 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.

As of September 30, 2025, the Company had an accumulated

deficit of $ 9,237,769 .

The Company incurred net losses of $ 1,781,255 and $ 4,845,845 for the three and nine months ended September 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 cash 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 unaudited condensed financial statements.

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

expenses during the reporting period.

Significant estimates and assumptions made in the accompanying unaudited condensed financial statements

include, but are not limited to, stock-based compensation and estimates that are related to convertible instruments.

Actual results could

differ from those estimates, and such differences could be material to the financial statements.

The preparation of financial statements in

conformity with U.S.

GAAP requires management to make certain estimates, judgements and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and

the reported amounts of expenses during the reporting period.

Significant estimates and assumptions made in the accompanying

unaudited condensed financial statements include, but are not limited to, the determination of prepaid clinical development costs,

stock-based compensation and estimates that are related to convertible instruments.

Actual results could differ from those

estimates, and such differences could be material to the financial statements.

Fair Value Measurement

20 unchanged sentences

The tables below

summarize the fair values of our financial assets and liabilities as of June 30, 2025, and December 31, 2024:

Fair Value at June 30,

Fair Value Measurement Using

summarize the fair values of our financial assets and liabilities as of September 30, 2025, and December 31, 2024:

Fair Value at

September 30,

Fair Value Measurement

Warrant Liability

Fair Value at December 31,

Fair Value Measurement Using

Fair Value at

Fair Value Measurement

Warrant Liability

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and FASB ASC Topic 815, Derivatives and

Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to

ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification

under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could

potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions

for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance

and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the

time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required

to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance

sheet date thereafter.

Changes in the estimated fair value of the liability classified warrants are recognized as a non-cash gain or loss

on the statements of operations.

The fair value of the Representative Warrants and initial liability and fair value upon issuance related

to Advisor Warrant (as defined below) was estimated using a Black Scholes valuation approach (see Note 9).

On September 5, 2023, the Company entered into a consulting agreement

with certain advisor, under which, upon completion of the IPO, the Company would issue to advisor warrants to purchase a number

of shares of common stock equal to 6 % of the aggregate number of shares sold in the IPO (the “Advisor Warrants”).

Advisor Warrants were issued on August 5, 2025.

Because the obligation to issue the Advisor Warrants became unconditional

at the IPO close (May 12, 2025), the Company recorded a warrant liability at the IPO date fair value and remeasures that

liability at each reporting date.

Because the Advisor Warrants were issued as compensation for the IPO-related advisory services, the

initial fair value recognized at the IPO date was recorded as an offering cost that reduced the additional paid-in capital as of May 12,

For the Company’s warrant liabilities measured

at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the

beginning and ending balance for each category therein, and gains or losses recognized during the three and six months ended June 30,

Ending balance, December 31, 2024

beginning and ending balance for each category therein, and gains or losses recognized during the three and nine months ended September

Beginning Balance - December 31, 2024

Advisor warrant liability incurred in connection with the IPO

1 unchanged sentence

Change in fair value of warrant liability

Ending balance, June 30, 2025

Balance – August 5, 2025

Reclassification of warrants to equity classification

Ending balance – September 30, 2025

Remeasurement)

Warrant Liability

Fair Value $ 161,554

Valuation technique Black-Scholes options pricing model

Significant unobservable unit volatility and risk-free rates

Valuation technique Black-Scholes

options pricing model

Significant unobservable unit Volatility and

risk-free rates

The warrant liability as of May 12, 2025 (IPO

2 unchanged sentences

78.29 % volatility, 0 % dividend rate, and the expected term of 5 years.

The warrant liability as of June 30, 2025, was valued utilizing

The warrant liability as of August 5 , 2025, was valued utilizing

the Black-Scholes options pricing model with the following inputs:

1 unchanged sentence

rate, and the expected term of 5 years.

Upon issuance of the advisor warrants on August 5, 2025, the Advisor Warrants were reclassified

to additional paid-in capital and will remain equity classified.

Upon the issuance of the warrants on August 5,

2025, the final terms were evaluated, and the warrants met all conditions for equity classification under ASC 815-40.

As a result, the

warrants were revalued as of August 5, 2025 with the change in value reflected in the statement of operations.

That amount was then reclassified

to additional paid-in capital.

No gain or loss was recognized in the consolidated statements of operations in connection with the reclassification.

The warrants are no longer subject to recurring fair value measurement

following equity classification.

Prior to issuance, changes in the fair value of the warrant liability were recorded in other income (expense).

For the three and nine months ended September 30, 2025, the Company recognized a gain of $ 12,859 and $ 22,377 , respectively, in other

income (expense) for the change in fair value.

Common Stock Reverse Stock Split

5 unchanged sentences

unaudited condensed financial statements and footnotes have been retrospectively adjusted for the reverse split.

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

Concentrations of Credit Risk

2 unchanged sentences

depository insurance corporation limit of $ 250,000 .

As of June 30, 2025, the Company has not experienced losses on these accounts and

management believes the Company is not exposed to significant risks on such accounts.

As of September 30, 2025, the Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Segment Information

4 unchanged sentences

administered bee venom-based therapeutic.

As of June 30, 2025, the Company has not generated any revenue and does not have any material

As of September 30, 2025, the Company has not generated any revenue and does not have any material

long-lived assets.

3 unchanged sentences

stage, these expense categories serve as the primary financial drivers.

Financial information provided to and utilized by the CODM is consistent

with the Company’s U.S.

GAAP financial statements, including the Statements of Operations, which reflect the loss.

A single management

team reports directly to the CODM and oversees the entire business comprehensively.

Resource allocation, performance evaluation, incentive

setting, and forecasting activities are conducted at the corporate level using the financial statements and a unified budget.

the Company does not evaluate performance by geographic area or product line, as it has not yet commenced commercial operations and has

limited activity due to current liquidity and funding constraints.

All operations are based in the United States of America, and all assets

and operating expenses — including those related to research and development and general and administrative functions — are

attributed to the Company’s single reportable segment.

Financial information provided to and utilized

by the CODM is consistent with the Company’s U.S.

GAAP financial statements, including the Statements of Operations, which reflect

A single management team reports directly to the CODM and oversees the entire business comprehensively.

Resource allocation,

performance evaluation, incentive setting, and forecasting activities are conducted at the corporate level using the financial statements

and a unified budget.

Accordingly, the Company does not evaluate performance by geographic area or product line, as it has not yet commenced

commercial operations and has limited activity due to current liquidity and funding constraints.

All operations are based in the United

States of America, and all assets and operating expenses — including those related to research and development and general and administrative

functions — are attributed to the Company’s single reportable segment.

The Company considers all highly liquid investments

with an original maturity of three months or less at the date of purchase to be cash equivalents.

As of June 30, 2025 and December

As of September 30, 2025 and December

31, 2024, the Company had no cash equivalents.

22 unchanged sentences

when the triggering event occurs and contingency has been resolved.

Warrants and Warrant liability

The Company accounts for warrants as either equity-classified or liability-classified

instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480,

Distinguishing Liabilities from Equity (“ASC 480”) and FASB ASC Topic 815, Derivatives and Hedging (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net

cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly

period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified

and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter.

Changes in the estimated fair value of the liability classified warrants are recognized as a non-cash gain or loss on the statements of

The fair value of the Representative Warrants and liability related to Advisor Warrant (as defined below) was estimated using

a Black Scholes valuation approach (see Note 9).

On September 5, 2023, the Company entered

into a consulting agreement with certain advisor, under which, upon completion of the IPO, the Company would issue to advisor

warrants to purchase a number of shares of common stock equal to 6 % of the aggregate number of shares sold in the IPO (the “Advisor

The Advisor Warrants were issued on August 5, 2025.

Because the obligation to issue the Advisor Warrants

became unconditional at the IPO close (May 12, 2025) and the warrants had not yet been issued as of June 30,

2025, the Company recorded a warrant liability at the IPO date fair value and remeasured that liability at June

Because the Advisor Warrants were issued as compensation for the IPO-related advisory services, the initial fair value recognized

at the IPO date was recorded as an offering cost that reduced the additional paid-in capital as of May 12, 2025.

For the three and six months ended June 30, 2025,

the Company recognized a gain of $ 9,518 in other income (expense) for the change in fair value.

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

All patent-related costs incurred in connection

13 unchanged sentences

The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease

As of June 30, 2025 and December 31, 2024, the Company did not have leases that qualified as ROU assets.

As of September 30, 2025 and December 31, 2024, the Company did not have leases that qualified as ROU assets.

Property and Equipment, net

2 unchanged sentences

These assets are depreciated over their estimated useful lives of three to seven years using the straight-line

The Company adheres to ASC 360 “Property, Plant, and Equipment”

and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be

held and used may not be recoverable.

If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced

by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists.

If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying

For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated

future cash flows.

The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell.

The Company adheres to ASC 360 “Property,

Plant, and Equipment” and periodically evaluates whether current facts or circumstances indicate that the carrying value of

its depreciable assets to be held and used may not be recoverable.

If such circumstances are determined to exist, an estimate of undiscounted

future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine

whether impairment exists.

If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s

fair value and its carrying value.

For long-lived assets, the estimate of fair value is based on various valuation techniques, including

a discounted value of estimated future cash flows.

The Company reports an asset to be disposed of at the lower of its carrying value or

its fair value less costs to sell.

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

Related Parties

51 unchanged sentences

on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

The Company accounts for income taxes using the

29 unchanged sentences

shares of common stock that have been excluded from basic net loss per share because their effect was anti-dilutive:

For the six months ended

For the nine months ended

September 30,

Employee stock options

3 unchanged sentences

Emerging Growth Company

The Company is an emerging growth company, as defined in Section 2(a) of

the Securities Act of 1993, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012

(“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act allows emerging growth companies

to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards

apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting

standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer

an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS

As a result, these unaudited condensed financial statements may not be comparable to companies that comply with the new or revised

accounting pronouncements as of public company effective dates.

The Company is an emerging growth company, as

defined in Section 2(a) of the Securities Act of 1993, as amended (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act allows

emerging growth companies to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until

such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying

with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the

date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition

period provided in the JOBS Act.

As a result, these unaudited condensed financial statements may not be comparable to companies that comply

with the new or revised accounting pronouncements as of public company effective dates.

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all Accounting

Standard Updates (ASUs).

ASUs not discussed in these unaudited condensed financial statements were assessed and determined to be either

not applicable or are expected to have minimal impact on the financial statements.

The Company considers the applicability and impact

of all Accounting Standard Updates (ASUs).

ASUs not discussed in these unaudited condensed financial statements were assessed and determined

to be either not applicable or are expected to have minimal impact on the financial statements.

In November 2024, the FASB issued Accounting

19 unchanged sentences

the exclusive right and license under the licensed patents to make and sell the licensed products in the United States of America.

The agreement commenced on the effective date and shall remain in force

for each licensed product on a licensed-product-by-licensed-product basis for rights and obligations concerning the licensed patent, until

the expiration of the last to expire valid claim of a licensed patent.

The total consideration exchanged for the exclusive license agreement

The agreement commenced on the effective date

and shall remain in force for each licensed product on a licensed-product-by-licensed-product basis for rights and obligations concerning

the licensed patent, until the expiration of the last to expire valid claim of a licensed patent.

The total consideration exchanged for

the exclusive license agreement was $ 1 .

PREPAID EXPENSE AND OTHER ASSETS

As June 30, 2025, and December 31, 2024, the prepaid expense and other

assets balance consists of the following:

As of September 30, 2025, and December 31, 2024,

the prepaid expense and other assets balance consists of the following:

September 30,

Prepaid insurance

3 unchanged sentences

Prepaid expenses and other current assets, current

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

ACCOUNTS PAYABLE AND ACCRUED EXPENSE

1 unchanged sentence

of balances owed to vendors, as well as others, such as the taxing authority and employees.

As June 30, 2025, and December 31, 2024, the accounts payable and accrued

expense balances consists of the following:

As of September 30, 2025, and December 31, 2024,

the accounts payable and accrued expense balances consists of the following:

September 30,

Professional fees payable

4 unchanged sentences

payable) — related parties

On March 21, 2022, the Company issued a promissory note in the

amount of $ 160,000 to Inscobee, one of its shareholders.

On June 3, 2022, the Company issued another $ 100,000 promissory note to

Inscobee (together, and as amended, the “2022 Convertible Notes”).

The 2022 Convertible Notes bear interest at 5 % per annum

and mature on the earlier of (a) the closing of an equity financing with proceeds to the Company of at least $ 3 million, or

(b) July 15, 2022.

On March 21, 2022, the Company issued a promissory

note in the amount of $ 160,000 to Inscobee, one of its shareholders.

On June 3, 2022, the Company issued another $ 100,000 promissory

note to Inscobee (together, and as amended, the “2022 Convertible Notes”).

The 2022 Convertible Notes bear interest at 5 %

per annum and mature on the earlier of (a) the closing of an equity financing with proceeds to the Company of at least $ 3 million,

or (b) July 15, 2022.

On December 5, 2023, the Company amended

27 unchanged sentences

reflected within condensed statement of changes in shareholders’ equity (deficit).

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

As of December 31, 2024, there was accrued interest

in connection to the 2022 Convertible Notes of $ 34,745 .

Interest expenses were $ 1,498 and $ 4,596 for the three and six months ended

June 30, 2025, respectively.

Interest expenses were $ 3,134 and $ 6,268 for the three and six months ended June 30, 2024, respectively.

Interest expenses were $ 1,498 and $ 4,596 for the three and nine months ended

September 30, 2025, respectively.

Interest expenses were $ 3,170 and $ 9,438 for the three and nine months ended September 30, 2024,

respectively.

There was accretion on the note’s debt discount

in connection to the 2022 Convertible Notes of $ 5,171 and $ 15,771 for the three and six months ended June 30, 2025, respectively.

There was accretion on the note’s debt discount of $ 5,373 and $ 12,844 for the three and six months ended June 30, 2024, respectively.

in connection to the 2022 Convertible Notes of $ 5,171 and $ 15,771 for the three and nine months ended September 30, 2025, respectively.

There was accretion on the note’s debt discount of $ 8,898 and $ 21,742 for the three and nine months ended September 30, 2024,

respectively.

2021 Convertible note — related

On August 30, 2021, the Company issued a convertible promissory

note in the amount of $ 400,000 (“2021 Convertible Note”) to Apimeds Korea.

The 2021 Convertible Note bears interest at 5 %

per annum and matures on the earlier of (a) the sale of the Company or (b) August 30, 2026.

The 2021 Convertible Note is

convertible at any time up through the maturity date.

On December 5, 2023, the Company amended their convertible note

to be convertible at $ 1 per share and extended the maturity date to be the earlier of (i) December 31, 2026 or (ii) consummation

of a Qualified Offering.

The repurchase and cancellation of the old note was accounted for as a debt extinguishment that did not result

in any gain/loss on extinguishment due to related party treatment.

The conversion option was valued utilizing the Black-Scholes model,

with the following inputs:

volatility of 92.22 %, the fair value of the stock of $ 1.96 , expected dividend yield of 0 %, and a risk-free

rate of return of 4.33 %.

The resulting value of the convertible option of $ 240,079 , based on the allocation of relative fair value to

cash proceeds, was applied towards additional paid-in capital and added as a discount on the convertible note.

The note will be accreted

over the remaining period through maturity at the calculated effective interest rate of approximately 40.6 %.

In connection with the closing of the IPO, the 2022 Convertible Notes

and 2021 Convertible Note automatically converted into shares of common stock (see 2022 Convertible notes (amended from notes payable) — related

parties per above).

On August 30, 2021, the Company issued a

convertible promissory note in the amount of $ 400,000 (“2021 Convertible Note”) to Apimeds Korea.

The 2021 Convertible Note

bears interest at 5 % per annum and matures on the earlier of (a) the sale of the Company or (b) August 30, 2026.

Convertible Note is convertible at any time up through the maturity date.

On December 5, 2023, the Company amended

their convertible note to be convertible at $ 1 per share and extended the maturity date to be the earlier of (i) December 31,

2026 or (ii) consummation of a Qualified Offering.

The repurchase and cancellation of the old note was accounted for as a debt extinguishment

that did not result in any gain/loss on extinguishment due to related party treatment.

The conversion option was valued utilizing the

Black-Scholes model, with the following inputs:

volatility of 92.22 %, the fair value of the stock of $ 1.96 , expected dividend yield of

0 %, and a risk-free rate of return of 4.33 %.

The resulting value of the convertible option of $ 240,079 , based on the allocation of relative

fair value to cash proceeds, was applied towards additional paid-in capital and added as a discount on the convertible note.

will be accreted over the remaining period through maturity at the calculated effective interest rate of approximately 40.6 %.

In connection with the closing of the IPO, the

2022 Convertible Notes and 2021 Convertible Note automatically converted into shares of common stock (see 2022 Convertible notes (amended

from notes payable) — related parties per above).

As of December 31, 2024, there was accrued interest

2 unchanged sentences

Interest expenses were $ 2,301 and $ 7,068 for the three

and six months ended June 30, 2025, respectively.

Interest expenses were $ 4,822 and $ 9,644 for the three and six months ended June

30, 2024, respectively.

and nine months ended September 30, 2025, respectively.

Interest expenses were $ 4,877 and $ 14,521 for the three and nine months ended

September 30, 2024, respectively.

There was accretion on the note’s debt discount

in connection to the 2021 Convertible Notes of $ 7,884 and $ 24,061 for the three and six months ended June 30, 2025, respectively.

There was accretion on the note’s debt discount of $ 8,246 and $ 19,727 for the three and six months ended June 30, 2024, respectively.

in connection to the 2021 Convertible Notes of $ 7,884 and $ 24,061 for the three and nine months ended September 30, 2025, respectively.

There was accretion on the note’s debt discount of $ 13,632 and $ 33,359 for the three and nine months ended September 30, 2024,

respectively.

2024 Promissory Notes — Related

On May 20, 2024, the Company issued a $ 100,000 promissory note

On August 19, 2024, the Company issued a $ 150,000 promissory note to Inscobee (together, the “2024 Promissory Notes”).

The 2024 Promissory Notes bear interest at 5 % per annum and mature on the earlier of (a) the closing of an equity financing by the

Company with gross proceeds of at least $ 3,000,000 ;

On May 20, 2024, the Company issued a $ 100,000

promissory note to Inscobee.

On August 19, 2024, the Company issued a $ 150,000 promissory note to Inscobee (together, the “2024

Promissory Notes”).

The 2024 Promissory Notes bear interest at 5 % per annum and mature on the earlier of (a) the closing of

an equity financing by the Company with gross proceeds of at least $ 3,000,000 ;

or (b) May 19, 2025.

On May 16, 2025, the 2024 Promissory Notes were amended

to extend the maturity date of for the outstanding principal and accrued interest payment date to May 19, 2026.

As of June 30, 2025 and December 31, 2024,

On May 16, 2025, the 2024

Promissory Notes were amended to extend the maturity date of for the outstanding principal and accrued interest payment date to May 19,

As of September 30, 2025 and December 31,

2024, there was accrued interest in connection with the 2024 Promissory Notes of $ 11,959 and $ 5,760 .

Interest expenses were $ 3,116 and

for the three and six months ended June 30, 2025, respectively, and are included within accrued interest — related party

on the accompanying unaudited condensed balance sheet.

Interest expenses were $ 548 for the three and six months ended June 30, 2024.

$ 6,199 for the three and nine months ended September 30, 2025, respectively, and are included within accrued interest — related

party on the accompanying unaudited condensed balance sheet.

Interest expenses were $ 548 for the three and nine months ended September

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

2025 Promissory Note — Related

On March 21, 2025, the Company issued a $ 250,000 promissory note to

Apimeds Korea (the “2025 Promissory Note”).

The 2025 Promissory Note bears interest at 5 % per annum and matures on the earlier

of (a) December 31, 2026 or (b) consummation of a Qualified Offering.

On May 16, 2025, the 2025 Promissory Note was amended

to extend the maturity date of for the outstanding principal and accrued interest payment date to May 19, 2026.

As of June 30, 2025, there was accrued interest

On March 21, 2025, the Company issued a $ 250,000

promissory note to Apimeds Korea (the “2025 Promissory Note”).

The 2025 Promissory Note bears interest at 5 % per annum and

matures on the earlier of (a) December 31, 2026 or (b) consummation of a Qualified Offering.

On May 16, 2025, the 2025

Promissory Note was amended to extend the maturity date of for the outstanding principal and accrued interest payment date to May 19,

As of September 30, 2025, there was accrued interest

in connection with the 2025 Promissory Note of $ 3,390 .

Interest expenses were $ 3,082 and $ 3,390 for the three and six months ended June

Interest expenses were $ 3,082 and $ 3,390 for the three and nine months ended September

30, 2025, respectively, and are included within accrued interest — related party on the accompanying unaudited condensed

1 unchanged sentence

ADVANCE PAYABLE — RELATED

As of June 30, 2025, and December 31, 2024 the Company had an outstanding

balance of $ 100 and $ 76,500 , respectively, due to funds received from officers of the Company.

As of September 30, 2025, and December 31, 2024

the Company had an outstanding balance of $ 100 and $ 76,500 , respectively, due to funds received from officers of the Company.

These advance payables carry no interest and do

2 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Periodically, the Company reviews the status

of any significant matters that exist and assesses its potential financial exposure.

Periodically, the Company reviews the status of

any significant matters that exist and assesses its potential financial exposure.

If the potential loss from any claim or legal claim

6 unchanged sentences

claims and litigation.

As of June 30, 2025 and December 31, 2024, there are no pending claims or litigation that are expected to materially

affect the Company’s results going forward.

As of September 30, 2025 and December 31, 2024, there are no pending claims or litigation that are expected to

materially affect the Company’s results going forward.

Executive employee agreement

On September 21, 2023, the Company signed an executive employee

agreement with the Chief Executive Officer (CEO) of the Company.

Under the executive employee agreement terms, if the Company closes on

a public offering, the CEO will be eligible to receive an incentive stock option to purchase a number of shares of the Company’s

common stock equal to 3 % of the post-IPO capitalization of the Company.

40 % of the options shall vest immediately upon grant and the remainder

will vest in three equal installments on the annual anniversary of the date of grant.

On May 12, 2025, the Company consummated the

Immediately following the IPO on May 16, 2025, the Board approved the grant of 347,279 stock options to the CEO, with vesting terms

of 40 % on the grant date and the remaining 60 % vesting in three equal annual installments on each anniversary of the grant date.

On September 21, 2023, the Company signed

an executive employee agreement with the Chief Executive Officer (CEO) of the Company.

Under the executive employee agreement terms, if

the Company closes on a public offering, the CEO will be eligible to receive an incentive stock option to purchase a number of shares

of the Company’s common stock equal to 3 % of the post-IPO capitalization of the Company.

40 % of the options shall vest immediately

upon grant and the remainder will vest in three equal installments on the annual anniversary of the date of grant.

On May 12, 2025, the Company consummated the IPO.

Immediately following the IPO on May 16, 2025, the Board approved the grant of 347,279 stock options to the CEO, with vesting terms of

40 % on the grant date and the remaining 60 % vesting in three equal annual installments on each anniversary of the grant date.

to the stock option grant, the Board also granted 750,000 shares of the Company’s Common Stock to the CEO of the Company, which

are fully vested and unrestricted (see Note 7).

are fully vested and unrestricted.

SHAREHOLDERS’ EQUITY

As of June 30, 2025 and December 31, 2024, the Company had 100,000,000

authorized shares of common stock.

The Company had 12,575,983 and 7,903,850 shares of common stock issued and outstanding, as of June

30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024,

the Company had 100,000,000 authorized shares of common stock.

The Company had 12,575,983 and 7,903,850 shares of common stock issued

and outstanding, as of September 30, 2025 and December 31, 2024, respectively.

Each share of common stock is entitled to one vote.

On February 7, 2025, the Board approved and implemented

a reverse stock split ratio of 1-for-2.6, which provided that every 2.6 shares of its issued and outstanding common

stock were automatically combined into one issued and outstanding share of common stock, without any change in the par

value per share.

All share and per share amounts in the accompanying unaudited condensed financial statements and footnotes have been

retrospectively adjusted for the reverse stock split.

On February 7, 2025, the Board

approved and implemented a reverse stock split ratio of 1-for-2.6, which provided that every 2.6 shares of its issued

and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without

any change in the par value per share.

All share and per share amounts in the accompanying unaudited condensed financial statements and

footnotes have been retrospectively adjusted for the reverse stock split.

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

On May 12, 2025, the Company consummated the IPO

3 unchanged sentences

were purchased by Inscobee .

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 a Qualified Offering.

An aggregate of $ 499,222 of outstanding principal

and accrued interest under the 2022 Convertible Notes and 2021 Convertible Note, net of unamortized debt discount of $ 273,324 , 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.

Immediately following the IPO on May 16, the board of directors approved

the grant of 750,000 and 250,000 shares of the Company’s common stock to the CEO and Chief Medical Officer of the Company, respectively.

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 a Qualified Offering.

An aggregate of $ 499,222

of outstanding principal and accrued interest under the 2022 Convertible Notes and 2021 Convertible Note, net of unamortized debt discount

of $ 273,324 , 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.

Immediately following the IPO on May 16, the board

of directors approved the grant of 750,000 and 250,000 shares of the Company’s common stock to the CEO and Chief Medical Officer

of the Company, respectively.

Such stock were issued under the Apimeds Pharmaceuticals US, Inc.

2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”)

and are fully vested and unrestricted.

The value of the fully vested shares granted was determined by the value of the stock on the quoted

trading price of $ 1.70 per share and in aggregate of $ 1,700,000 , and recorded as stock-based compensation - stock grants, with $ 1,275,000

and $ 425,000 allocated to general and administrative Research and development expenses, respectively, for the three and six month periods

ended June 30, 2025.

In connection with the IPO, the Company entered

into an Underwriting Agreement, dated May 8, 2025, between the Company and its underwriter.

The Company also agreed to issue warrants

to purchase an aggregate of 168,750 shares of common stock (the “Representative Warrants”), each dated May 12, 2025, to

underwriter and its designees.

The Placement Agent Warrants have an exercise price of $ 5.00 per share and also feature a cashless exercise

The initial exercise date of the Underwriter Warrants is November 4, 2025.

The Company accounts for Placement Agent Warrants

as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in

FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and FASB ASC Topic 815, Derivatives and Hedging

The measurement of fair value of the Placement Agent Warrants was determined utilizing a Black-Scholes model

considering all relevant assumptions current at the date of issuance (i.e., share price of $ 1.81 , exercise price of $ 5.00 , term of 5 years,

volatility of 78 %, risk-free rate of 4.09 %, and expected dividend rate of 0.0 %).

The grant date fair value of these Placement Agent Warrants

was estimated to be $ 139,388 on May 12, 2025, and was reflected as a reduction to additional paid-in capital as of May 12, 2025.

On August 5, 2025, the Company issued the Advisor

Warrants to purchase 202,500 shares of Company common stock, par value $ 0.01 per share at a purchase price equal to $ 4.00 per share, with

expiration date of October 19, 2032.

2024 Equity Incentive Plan (the “2024

Equity Incentive Plan”) and are fully vested and unrestricted.

The value of the fully vested shares granted was determined by the

value of the stock on the quoted trading price of $ 1.70 per share and in aggregate of $ 1,700,000 , and recorded as stock-based compensation

- stock grants, with $ 1,275,000 and $ 425,000 allocated to general and administrative expenses and research and development expenses, respectively,

for the three and nine month periods ended September 30, 2025.

In connection with the IPO, the Company entered into an Underwriting

Agreement, dated May 8, 2025, between the Company and its underwriter.

The Company also agreed to issue warrants to purchase an aggregate

of 168,750 shares of common stock (the “Representative Warrants”), each dated May 12, 2025, to underwriter and its designees.

The Representative Warrants have an exercise price of $ 5.00 per share and also feature a cashless exercise option.

The initial exercise

date of the Representative Warrants is November 4, 2025.

The Company accounts for Representative Warrants as equity-classified

instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC Topic 480,

Distinguishing Liabilities from Equity (“ASC 480”) and FASB ASC Topic 815, Derivatives and Hedging (“ASC

The measurement of fair value of the Representative Warrants was determined utilizing a Black-Scholes model considering

all relevant assumptions current at the date of issuance (i.e., share price of $ 1.81 , exercise price of $ 5.00 , term of 5 years, volatility

of 78 %, risk-free rate of 4.09 %, and expected dividend rate of 0.0 %).

The grant date fair value of these Representative Warrants was

estimated to be $ 139,388 on May 12, 2025, and was reflected as a reduction to additional paid-in capital as of May 12, 2025.

On September 5, 2023, the Company entered

into a consulting agreement with certain advisor, under which, upon completion of the IPO, the Company would issue to advisor

warrants to purchase a number of shares of common stock equal to 6 % of the aggregate number of shares sold in the IPO (the “Advisor

The Advisor Warrants were issued on August 5, 2025.

Because the obligation to issue the Advisor Warrants

became unconditional at the IPO close (May 12, 2025), the Company recorded a warrant liability at the IPO date fair value

and remeasures that liability at each reporting date.

Because the Advisor Warrants were issued as compensation for the IPO-related

advisory services, the initial fair value recognized at the IPO date was recorded as an offering cost that reduced the additional paid-in

capital as of May 12, 2025.

The warrant liability as of May 12, 2025 (IPO

date), was valued utilizing the Black-Scholes options pricing model with the following inputs:

$ 1.81 of stock price, 4.09 % risk-free rate,

78.29 % volatility, 0 % dividend rate, and the expected term of 5 years.

The warrant liability as of August 5, 2025, was valued utilizing

the Black-Scholes options pricing model with the following inputs:

$ 1.78 of stock price, 3.74 % risk-free rate, 77.11 % volatility, 0 % dividend

rate, and the expected term of 5 years.

Upon the issuance of the warrants on August 5,

2025, the final terms were evaluated, and the warrants met all conditions for equity classification under ASC 815-40.

As a result, the

warrants were revalued as of August 5, 2025 with the change in value reflected in the statement of operations.

That amount was then reclassified

to additional paid-in capital.

No gain or loss was recognized in the consolidated statements of operations in connection with the reclassification.

Preferred Stock

3 unchanged sentences

as of the date of filing.

The Company had no preferred shares issued or outstanding as of June 30, 2025, and August 5, 2025.

The Company had no preferred shares issued or outstanding as of September 30, 2025, and December 31, 2024.

STOCK-BASED COMPENSATION

3 unchanged sentences

1,538,462 shares of common stock have initially been reserved for the issuance of awards under the 2024 Equity

Incentive Plan with 42,283 shares available for future issuance as of June 30, 2025.

There were 213,692 nonqualified stock option awards

issued and outstanding outside of the 2024 Equity Incentive Plan as of June 30, 2025 and December 31, 2024.

The Company and its consolidated subsidiaries

calculate stock-based compensation expense in accordance with ASC 718.

The fair value of stock-based awards is amortized over the vesting

period of the award.

There were 496,179 stock options granted under the

2024 Equity Incentive Plan to the Company’s employees and directors during the three and six months ended June 30, 2025, and no

stock options granted for three and six months ended June 30, 2024.

The stock options granted during the three and six

months ended June 30, 2025, were valued utilizing the Black-Scholes options pricing model with the following inputs:

$ 1.70 -$ 1.93 of stock

price, 4.06 % risk-free rate, 78.23 %- 81.85 % volatility, 0 % dividend rate, and the expected term of 5.50 -6.00 years.

Incentive Plan with 42,283 shares available for future issuance as of September 30, 2025.

There were 213,692 nonqualified stock option

awards issued and outstanding outside of the 2024 Equity Incentive Plan as of September 30, 2025 and December 31, 2024.

The Company and its subsidiaries calculate stock-based

compensation expense in accordance with ASC 718.

The fair value of stock-based awards is amortized over the vesting period of the award.

Apimeds Pharmaceuticals US, Inc

to the Unaudited Condensed Financial Statements

There were 496,179 stock options granted under the 2024 Equity Incentive

Plan to the Company’s employees and directors during the three and nine months ended September 30, 2025, and no stock options granted

for three and nine months ended September 30, 2024.

The stock options granted during the three and

nine months ended September 30, 2025, were valued utilizing the Black-Scholes options pricing model with the following inputs:

$ 1.93 of stock price, 4.06 % risk-free rate, 78.23 % - 81.85 % volatility, 0 % dividend rate, and the expected term of 5.50 -6.00 years.

The following represents a summary of options:

Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term

Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term

Issued and outstanding, December 31, 2024 213,692 $ 7.33 5.12

1 unchanged sentence

Forfeited/Expired -

Issued and outstanding, June 30, 2025 709,871 $ 3.48 8.47

Exercisable, June 30, 2025 362,604 $ 5.22 7.01

For the three and six months ended June 30, 2025

the Company had $ 192,053 of stock compensation related to the stock options outstanding, of which $ 178,424 and $ 13,629 were included in

general and administrative expenses and research and development expenses, respectively, on the accompanying condensed statements of operations.

There was no expense related to the stock option grants recognized during the three and six months ended June 30, 2024.

As of June, 2025,

the remaining unamortized expense of $ 415,479 will be recognized over the next 2.77 years.

Such amount does not include the effect of

future grants of equity compensation, if any.

The intrinsic value of options outstanding was $ 867 at June 30, 2025 and the intrinsic value

of options exercisable was $ 0 at December 31, 2024.

Issued and outstanding, September 30, 2025 709,871 $ 3.48 8.22

Exercisable at September 30, 2025 372,604 $ 5.22 6.76

For the three and nine months ended September

30, 2025 the Company had $ 42,674 and $ 234,727 of stock compensation related to the stock options outstanding, of which $ 13,629 and $ 178,424

were included in general and administrative expenses and research and development expenses, respectively, on the accompanying unaudited

condensed statements of operations.

There was no expense related to the stock option grants recognized during the three and nine months

ended September 30, 2024.

As of September 30, 2025, the remaining unamortized expense of $ 372,805 will be recognized over the next 2.52

Such amount does not include the effect of future grants of equity compensation, if any.

The intrinsic value of options outstanding

was $ 1,445 at September 30, 2025 and the intrinsic value of options exercisable was $ 0 at December 31, 2024.

The Company recorded no provision or

benefit for income tax expense for the three and six months ended June 30, 2025 and 2024, respectively.

benefit for income tax expense for the three and nine months ended September 30, 2025 and 2024, respectively.

For all periods presented, the pretax losses incurred

3 unchanged sentences

in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future.

The Company has no open tax audits with

any taxing authority as of June 30, 2025.

The Company has no open tax audits

with any taxing authority as of September 30, 2025.

SUBSEQUENT EVENTS

The company’s management has evaluated subsequent events occurring after June 30, 2025, the date of our most recent balance sheet,

through the date our financial statements were issued.

The company’s management has evaluated subsequent

events occurring after September 30, 2025, the date of our most recent balance sheet, through the date our financial statements were issued.

On October 15, 2025, the Company entered into

a Waiver Agreement with D.

Boral Capital in connection to its previously executed Underwriting Agreement dated May 8, 2025, whereby the

Right of First Refusal (as defined in the Waiver Agreement) and the Company Lock-Up Agreements (as defined in the Waiver Agreement) are

waived and terminated.

In consideration for such waiver and termination, the Company paid to D.

Boral Capital a non-refundable fee of

$ 700,000 upon execution of the Waiver Agreement.

On October 15, 2025, the board of directors approved the grant of 510,500 options for shares of the Company’s common stock to participants

in the 2024 Equity Incentive Plan and vest in quarterly installments beginning on the respective vesting commencement dates, such that

the awards shall be fully vested after three years .

The exercise price of the options granted was determined by the value of the stock

on the quoted trading price of $ 1.92 per share.

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 1. Financial Statements