What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-11-12 compared with 2025-08-19 · 15 added, 34 removed, 5 unchanged (91% of the section changed)

1 unchanged sentence

and Use of Proceeds

Conversion of Promissory Notes in Connection

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.

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.

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.

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.

Warrant Issued to Murdock Capital Partners

On August 5, 2025 (the “Issuance Date”), the Company issued

to Murdock Capital Partners Corp.

(“Murdock”) a warrant to purchase 202,500 shares of the Company’s common stock, at

an exercise price of $4.00 per share, subject to adjustment pursuant to the terms of the warrant (the “Murdock Warrant”).

The Murdock Warrant was issued pursuant to the terms of that certain business development agreement, dated November 9, 2023, by and between

the Company and Murdock.

The Murdock Warrant is exercisable at any time during the period beginning on the Issuance Date and ending on

the fifth anniversary of the Issuance Date (such period, the “Exercise Period”).

In the event that the Murdock Warrant is

not exercised on or prior to the last day of the Exercise Period, the Murdock Warrant shall be deemed exercised (even if the Murdock Warrant

is not surrendered) pursuant to a Cashless Exercise (as defined in the Murdock Warrant) immediately prior to the expiration of the Exercise

The Murdock Warrant was issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the

Securities Act.

(b) Not applicable.

Defaults Upon Senior Securities.

2 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. Unregistered Sales of Equity Securities