Apimeds Pharmaceuticals US, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Warrant Issued to Murdock Capital Partners Corp. 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 Period. 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. (c) None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable. 29