What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-19 · 103 added, 93 removed, 198 unchanged (50% of the section changed)

71 unchanged sentences

operating losses.

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

For the three and nine months ended September 30, 2025 and 2024, Apimeds Pharmaceuticals US, Inc.

net loss was $1,781,255

and $4,845,845 and $332,521 and $1,078,357, respectively.

As of June 30, 2025, the Company had accumulated

deficit amount to $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,

As of September 30, 2025, the Company had accumulated

deficit amount to $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 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

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 September 30, 2025

Operating Expense

The following table sets forth the Company’s selected statements

of operations data for the following periods:

The following table sets forth the Company’s

selected statements of operations data for the following periods:

Three Months Ended

September 30,

Operating expenses

3 unchanged sentences

Other expenses

Change in FV of warrant liability

Interest income

Change in fair value of warrant liability

Interest expense

1 unchanged sentence

$ (1,448,734 )

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

For the three months ended September 30, 2025 and 2024, the Company

had no revenue.

Operating expenses

1 unchanged sentence

The following table summarizes the year-over-year

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

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

Three Months Ended

September 30,

Payroll expenses

2 unchanged sentences

Research and development expenses totaled $619,693 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.

the three months ended September 30, 2025, compared to no such expenses for the same period in 2024, reflecting an increase

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

The increase was mainly attributable to stock-based compensation of approximately $14,000, clinical trial costs of approximately $557,000,

and other research and development expenses totaling approximately $40,000.

General and administrative expenses

The following table summarizes the year-over-year

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

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

Three Months Ended

September 30,

Payroll expenses

2 unchanged sentences

Office expenses

Other general administrative

Other general and administrative

General and administrative expenses totaled $1,224,546

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.

for the three months ended September 30, 2025, compared to $299,999 for the same period in 2024, representing an increase of $924,547.

The 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

an increase in professional services of approximately $347,000, stock-based compensation of approximately $29,000, insurance expenses

of approximately $54,000, office expenses of approximately $102,000, and other general and administrative costs of approximately $99,000.

3 unchanged sentences

Three Months Ended

Change in FV of warrant liability

September 30,

Interest income

Change in fair value of warrant liability

Interest expense

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.

Other income was $62,984 for the three months

ended September 30, 2025, compared to other expense of $32,522 for the same period in 2024, representing an increase in income of $95,506.

The increase was mainly due to an increase in interest income of approximately $56,000 and a decrease in interest expense of approximately

Net loss was $1,781,255 for the three months ended

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

September 30, 2025, compared to net loss of $332,521 in the same period of 2024, representing an increased loss of $1,448,734.

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

expenses, professional services and expanded operational and research and development activities.

Results of operations for the nine months ended September 30, 2025

Operating Expense

1 unchanged sentence

of operations data for the following periods:

Six Months Ended

Nine Months Ended

September 30,

Operating expenses

3 unchanged sentences

Other expenses

Change in FV of warrant liability

Interest income

Change in fair value of warrant liability

Interest expense

1 unchanged sentence

$ (1,078,357 )

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

$ (3,767,488 )

For the nine months ended September 30, 2025 and 2024, the Company

had no revenue.

Operating expenses

1 unchanged sentence

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

changes in research and development expenses for the nine months ended September 30, 2025:

Nine Months Ended

September 30,

Payroll expenses

3 unchanged sentences

Research and development expenses totaled $1,271,477 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.

the nine months ended September 30, 2025, compared to no such expenses for the same period in 2024, reflecting an increase of $1,271,477.

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

3 unchanged sentences

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

changes in general and administrative expenses for the nine months ended September 30, 2025:

Nine Months Ended

September 30,

Payroll expenses

2 unchanged sentences

Office expenses

Other general administrative

Other general and administrative

Total general and administrative expenses

General and administrative expenses totaled $3,601,034

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.

for the nine months ended September 30, 2025, compared to $999,482 for the same period in 2024, representing an increase of $2,601,552.

The 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.

the increases in professional services of approximately $469,000, stock-based compensation of approximately $1,482,000, payroll expenses

of approximately $298,000, insurance expenses of approximately $86,000 and office expenses of approximately $162,000.

Other Expense

1 unchanged sentence

changes in other expenses for the periods presented:

Six Months Ended

Change in FV of warrant liability

Nine Months Ended

September 30,

Interest income

Change in fair value of warrant liability

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.

Other income was $26,666 for the nine months ended

September 30, 2025, compared to other expense of $78,875 for the same period in 2024, representing an increase in other income of $105,541.

The increase was mainly due to an increase in interest income of approximately $69,000 corresponding with the decrease in interest expense

of approximately $14,000 due to conversion of the notes, as well as gain as a result of the change in fair value of warrant liability

for approximately $22,000.

Net loss was $4,845,845 for the nine months ended

September 30, 2025, compared to net loss of $1,078,357 in the same period of 2024, representing an increase in loss of $3,767,488.

increase 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

9 unchanged sentences

for each of the periods shown below:

Six Months Ended

Nine Months Ended

September 30,

Net cash used in operating activities

4 unchanged sentences

Net increase (decrease) in cash

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).

During the nine months ended September 30, 2025,

operating activities used approximately $5,108,000 of cash, primarily resulting from a net loss of $4,859,332, partially offset by

non-cash stock-based compensation for stock and stock options grants in the approximate amount of $1,700,000 and $235,000, respectively,

accretion expense of approximately $40,000, and changes in operating assets and liabilities of approximate decrease of $2,243,000, mainly

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

During the nine months ended September 30, 2025,

operating activities used approximately $634,000 of cash, primarily resulting from a net loss of $1,078,357, partially offset by non-cash

interest expense-related parties of approximately $27,000, accretion expense of approximately $55,000, and positive changes in operating

assets and liabilities of approximately $363,000.

Investing activities

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

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

During the nine months ended September 30, 2025

and 2024 investing activities used approximately $36,000 and $0, respectively, resulting from acquired furniture and equipment.

Financing activities

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.

During the nine months ended September 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 nine months ended September 30, 2024,

financing activities provided $250,000 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 June 30, 2025 included

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

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

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

Off-Balance Sheet Arrangements

3 unchanged sentences

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 U.S.

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

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.

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

GAAP, Apimeds

Pharmaceuticals US, Inc.

evaluates its estimates and judgments on an ongoing basis.

The most significant estimates relate to convertible instruments.

The most significant estimates relate to convertible

Apimeds Pharmaceuticals US, Inc.

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.

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

19 unchanged sentences

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