What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-05-04 compared with 2025-04-15 · 1781 added, 1406 removed, 400 unchanged (89% of the section changed)

Controls and Procedures

(a) Evaluation

of Disclosure Controls and Procedures

We maintain “disclosure

controls and procedures,” as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, designed to ensure that

information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding

required disclosures.

In designing and evaluating

the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can

provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation as of December 31, 2024 under the

supervision, and with the participation, of our management, including our Chief Executive Officer (who serves as our principal executive

officer) and our Chief Financial Officer (who serves as our principal financial officer), of the effectiveness of the design and operation

of our disclosure controls and procedures.

Based on that evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December

31, 2024 in providing reasonable assurance of achieving the desired control objectives.

Management ’ s

Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over

financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial

officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and dispositions of our assets

(a) Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,”

as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, designed to ensure that information required to be disclosed

in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal

executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls

and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

We have carried out an evaluation as of December 31, 2025 under the supervision, and with the participation,

of our management, including our Chief Executive Officer, Dr.

Vin Menon (who serves as our principal executive officer), and our Chief

Financial Officer, Erick Frim (who serves as our principal financial officer), of the effectiveness of the design and operation of our

disclosure controls and procedures.

Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 in

providing reasonable assurance of achieving the desired control objectives due to the material weaknesses in internal control over financial

reporting described below.

Management ’ s Report on Internal

Control over Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer

and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles, and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail

accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded

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detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over

financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human diligence and

compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting

also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements

may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are

known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not

eliminate, this risk.

We have conducted an assessment

of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework established in Internal

Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework).

This assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness

Material Weakness in Internal Control Over

Financial Reporting

Management has identified a material weakness

in the Company’s internal control over financial reporting.

Due to the Company’s limited number of accounting personnel, the

Company does not maintain adequate segregation of duties in certain key processes.

As a result, certain individuals have responsibility

for multiple aspects of transactions, including authorization, recording, and review, which increases the risk that a material misstatement

of the financial statements could occur and not be prevented or detected on a timely basis.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of the Company’s financial statements will not be prevented or detected on a timely basis.

Management has concluded that this control deficiency

constitutes a material weakness.

Accordingly, management has determined that the Company’s internal control over financial reporting

was not effective as of the date of this Annual Report.

As a smaller reporting company with limited resources,

the Company expects that segregation of duties will remain a challenge;

however, management is implementing compensating controls, including

increased management review and oversight procedures, to mitigate the risks associated with this material weakness

Internal control over financial reporting has inherent

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses

in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion

or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected

on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial

reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

We have conducted an assessment of the effectiveness

of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control—Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness

of those controls.

Based on that evaluation, as a result of the material weaknesses described below, management has concluded that

our internal control over financial reporting was not effective as of December 31, 2024.

A material weakness in internal

controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate,

authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood

that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or

In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified material

weaknesses in our internal control over financial reporting.

Specifically, we do not have sufficiently documented procedures or

control activities in place to support a reliable financial reporting process.

This includes an absence of controls over the review and

approval of journal entries, segregation of duties, reconciliations, and other fundamental accounting processes.

Based on our assessment under

the criteria described above, we have concluded that our internal control over financial reporting was not effective as of December 31,

in Internal Control Over Financial Reporting

A material weakness in internal controls is a deficiency

in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process,

or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a material misstatement

of our annual or interim financial statements that is more than inconsequential will not be prevented or detected.

In the course of making

our assessment of the effectiveness of internal controls over financial reporting, we identified material weaknesses in our internal control

over financial reporting.

Specifically, we do not have sufficiently documented procedures or control activities in place to support a

reliable financial reporting process.

This includes an absence of controls over the review and approval of journal entries, segregation

of duties, reconciliations, and other fundamental accounting processes.

Based on our assessment under the criteria described

above, we have concluded that our internal control over financial reporting was not effective as of December 31, 2025.

(b) Changes in Internal Control Over Financial

There were no changes in the Company’s internal

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Other Information

None of our officers or directors, as defined

in Rule 16a-1(f) of the Exchange Act, adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1

trading arrangement,” each as defined in Regulation S-K Item 408, during the last fiscal quarter.

Disclosure Regarding Foreign Jurisdiction that Prevents

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections

Not applicable.

PART III - OTHER INFORMATION

Directors, Executive Officers and

Corporate Governance

Directors, Executive Officers and Corporate

Information Regarding Directors and Executive

The following table sets forth information regarding our executive

officers and non-employee directors.

Christopher Kim, MD

Chairman and Chief Medical Officer

Chief Executive Officer and Director

The following table sets forth information regarding the Company’s

executive officers and non-employee directors.

Chief Executive Officer

Chief Financial Officer

Christopher Kim, MD.

Chief Medical Officer

Bennett Weintraub, PhD.

Carol O’Donnell

Vin Menon — Chief

Executive Officer

Vin Menon has been our Chief Executive Officer

since December 2025.

Menon is a veteran in the technology services industry, who can be credited with the strategic direction

behind several disruptive technology companies.

In the corporate world, he has held various leadership positions at multinational corporations

like HP & Compaq with global responsibilities.

Driven by his passion for technology and innovation, Dr.

Menon has been a

forerunner in technological innovation and has helped create the business ecosystem of disruptive technologies and high-growth companies.

His experience has helped him in the technology space as an entrepreneur and advisor, leading several startups from inception to meteoric

growth across continents.

Menon’s proven track record of setting up motivated and high caliber teams in the technology

and services industry, establishing development centers from scratch to scale, and building company competencies led him to being awarded

‘Entrepreneur of the Year 2012’ by Rotary-ASME, ‘Outstanding Entrepreneur Award 2011’ by APEA, the ’Spirit

of Enterprise 2010’ by SOE Singapore.

Menon was also selected as a ‘Leading Indian Entrepreneur of the Year 2010’

by the Singapore Indian Chamber of Commerce.

From the years 2021 to 2023 he co-founded and served as Strategic Advisor to CGCX, a

Fintech, decentralized finance, and digital assets platform, where he provided strategic advisory services and growth initiatives.

currently serves as Chief Executive Officer of AQUAE Impact (AQUAE Impact Exchange Co.

L.L.C/AQUAE Impact), a sustainable financial and

environmental assets platform that uses blockchain technology and artificial intelligence, which he co-founded and currently forms part

of its executive leadership providing oversight of product and sustainability initiatives.

He also currently serves as Chief Executive

Officer of AQUAE Labs Pte Ltd, which is the research and development and technology arm of AQUAE Impact, where he provides product and

technology leadership, measurement, reporting, and verification of environmental credits.

Additionally, he currently occupies the role

of Strategic Advisor of TechyTrade FZ-LLC, which is a bitcoin-backed company that operates in the digital asset and treasury innovation

Menon is also a champion of techno-preneurship and was serving on the Board of Directors of the Spirit of Enterprise (SOE)

and the Mentoring Programme under Action Community for Entrepreneurship (ACE) by SPRING Singapore.

Moreover, he completed his bachelor’s

degree in computer applications from India, with first-class honors.

He has also completed the following programs:

Advanced Management

Program (AMP) at NTU-Berkeley (Haas Business School, California) and Advanced Management Program (AMP) at The Wharton School (University

of Pennsylvania, USA) specialized in Finance.

Menon obtained an EMBA from the Nanyang Technological University (NTU) in Singapore.

Lastly, he completed his PhD, Blockchain for Impact in Healthcare from The Open International University for Complementary Medicine

in collaboration with Al-Farabi Kazakh National University, Kazakhstan 2019.

We believe that these experiences provide Dr.

with the skills necessary to lead the Company as its Chief Executive officer, including overseeing the Company’s strategy, operations,

financial performance, and overall corporate governance.

Erick Frim — Chief Financial

Erick Frim has over 40 years of experience as an accountant,

financial executive and consultant.

Frim joined Apimeds as CFO in July of 2025.

In 2019, he joined CFO Squad and as a partner in the

CFO Squad, LLC Mr.

Frim advised clients on technical accounting and regulatory compliance, assisting numerous companies with their initial

public offerings.

Prior to the CFO Squad, Mr.

Frim served as a director in the public company audit practice of EisnerAmper LLP.

as also served as a financial executive for digital media pioneer DIVA Systems Corporation.

A former CPA, he has a BS in Accounting from

Ball State University.

Christopher Kim, MD.

— Chairman and Chief Medical

Christopher Kim has been our Chairman

and Chief Medical Officer since our inception and served as our interim Chief Executive Officer from July 2022 to September 2023.

is the inventor and developer of Apitox and the founder of Apimeds Korea, where he has served as a director since its inception.

served as the Chief Executive Officer of Apimeds Korea from May 2003 to August 2011.

Prior to founding Apimeds Korea, Dr.

lead with the support of Guju Pharmaceuticals, clinical trials for Apitoxin in Korea, which was approved by the Korea Food and Drug Administration

in 2003 for relief of pain and inflammation for patients with Osteoarthritis.

In 2005, he began focusing on the clinical development of

Apitox in the United States, including the first of two-Phase III clinical studies for Osteoarthritis.

Prior to his time with

Apimeds Korea, Dr.

Kim served as the President of the International Pain Institute of New Jersey from January 1983 to May 2003, a

center for chronic pain and other disabling diseases that conducted clinical research and provided treatment.

He served as a professor

at Biomedical Center, CHA Graduate School of Medicine in Korea from March 2005 to February 2017.

Kim is a licensed

physician in New Jersey, New York and Korea and a Pain Medicine Specialist (American Board).

Over the past twenty years, Dr.

has treated thousands of chronically disabled patients with autoimmune diseases, including MS.

Kim received his medical

degree from the School of Medicine, CN University in Korea.

— Chief Medical

Christopher Kim has been our Chairman and

Chief Medical Officer since our inception and served as our interim Chief Executive Officer from July 2022 to September 2023.

Kim is the inventor and developer of Apitox and the founder of Apimeds Korea, where he has served as a director since its inception.

Kim served as the Chief Executive Officer of Apimeds Korea from May 2003 to August 2011.

Prior to founding Apimeds

Kim lead with the support of Guju Pharmaceuticals, clinical trials for Apitoxin in Korea, which was approved by the Korea

Food and Drug Administration in 2003 for relief of pain and inflammation for patients with Osteoarthritis.

In 2005, he began focusing

on the clinical development of Apitox in the United States, including the first of two-Phase III clinical studies for Osteoarthritis.

Prior to his time with Apimeds Korea, Dr.

Kim served as the President of the International Pain Institute of New Jersey from January 1983

to May 2003, a center for chronic pain and other disabling diseases that conducted clinical research and provided treatment.

as a professor at Biomedical Center, CHA Graduate School of Medicine in Korea from March 2005 to February 2017.

is a licensed physician in New Jersey, New York and Korea and a Pain Medicine Specialist (American Board).

Over the past twenty years,

Kim has treated thousands of chronically disabled patients with autoimmune diseases, including MS.

his medical degree from the School of Medicine, CN University in Korea.

We believe Dr.

Kim’s extensive experience in pharmaceutical

development and the biopharmaceutical industry, as well as his research and treatment of autoimmune diseases, and institutional knowledge

of our product candidate, qualifies him to serve on our Board.

Erik Emerson — Chief Executive Officer

Erik Emerson has been our Chief Executive Officer

since September 2023.

Emerson is a 25-year veteran of the biopharmaceutical industry.

He also serves as an advisor to Odyssey

Neuropharma, Inc.

where he has served since August 2022.

In this role, Mr.

Emerson leads business development and positioning efforts

for a Phase II asset in evaluation for the treatment of mild traumatic brain injury (concussion).

Emerson was the Chief

Commercial Officer for Mezzion Pharmaceuticals, a Korean company establishing operations in the United States, for treatment of Single

Ventricle Heart Disease post Fontan surgery, from February 2017 to January 2020.

At Adhera Therapeutics, previously known as

Marina Biotech, Mr.

Emerson served as the Chief Commercial Officer and board member from February 2018 to November 2019.

Prior to that Mr.

Emerson served as the Executive Chairman and Chief Executive Officer of BioMarisLLC from July 2017 to November 2019.

He also served as the President and Chief Executive Officer of Symplmed Pharmaceuticals & Technologies from July 2013 to May 2018.

From May 2010 to July 2013, he served as the Senior Director of Commercial Development, Xoma Ltd.

He was the director of marketing at

Gilead Sciences from May 2007 to May 2010.

Emerson has served as an advisory board member to NuGen Medical Devices since

Emerson began his career in sales, sales training and marketing with King Pharmaceuticals from September 2001

Emerson received a Bachelor’s in Arts in Political Science from the University of Oregon.

We believe Mr.

Erikson’s extensive experience in the biopharmaceutical

industry, as well as his prior executive-level experience at similarly situated companies, qualifies him to serve on our Board.

Mark Corrao — Chief Financial Officer

Mark Corrao has served as our Chief Financial

Officer since October 2024.

Corrao is currently serving as the chief financial officer for Ealixir, Inc.

(OTC:EAXR), a publicly traded

software company specializing in the management and protection of digital identities.

He began serving in this role in January 2024.

Corrao was the chief financial officer for Amesite, Inc.

(OTC:AMST), a publicly traded software company from December 2021 through

December 2022.

Since February 2012, Mr.

Corrao has served as the chief financial officer of Neuropathix, Inc., a private biopharmaceutical

From June 2012 to July 2020 Mr.

Corrao was a Managing Director of The CFO Squad LLC, where he is currently an advisor.

2017 to June 2021 Mr.

Corrao was the chief financial officer for Generex Biotechnology Corp (OTC:GNBT) and its subsidiaries.

From December

2018 to October 2021, Mr.

Corrao was the chief financial officer for Brain Scientific, Inc., a medical device company.

Corrao served

as the chairman of the audit committee for Success Holdings Group International from January 2015 through December 2017.

In February 2003,

Corrao founded Strikeforce Technology, Inc.

(OTC:SFOR), a publicly traded software development and services company and served as

the chief financial officer until June 2010, and he remained a board member until August 2013.

Prior to starting Strikeforce, Mr.

was a director at Applied Digital Solutions from December 2000 through December 2001.

Corrao was one of the founders and a Vice President

at Advanced Communication Sciences from June 1997 through December 2000, when the company was sold.

Corrao has spent numerous years

in the public accounting arena specializing in certified auditing, SEC accounting, corporate taxation and financial planning.

background also includes numerous years on Wall Street with Merrill Lynch, Spear Leeds & Kellogg and Greenfield Arbitrage Partners.

While on Wall Street, Mr.

Corrao was involved in several initial public offerings and has been a guiding influence in several startup

Corrao has a B.S.

in Accounting from The City University of New York.

Jakap Koo — Director

Jakap Koo has served as a director since

October 2023.

Koo is also the Chief Executive Officer and President of both Apimeds Korea and its parent company, Inscobee

006490), where he has served since March 2020.

Before joining Apimeds Korea and Inscobee, from March 2015 to December 2019

he served as the Chief Executive Officer at Lotte Auto Lease Co.

Ltd., where he grew company revenue through various financial services

of car rental, installment payment, automobile leasing and investment banking to both B2B and B2C clients.

Koo has spent more

than 35 years mostly as C-level executives in various financial institutions and IT companies.

His management and operational experiences

cover banking, asset management, venture capital, private equity, and biotechnology companies.

Koo has received his MBA from

Stern School of New York University.

He graduated from Seoul National University majoring in Law.

We believe Mr.

Koo’s extensive financial knowledge qualifies

him to serve on our Board.

Kim’s extensive experience

in pharmaceutical development and the biopharmaceutical industry, as well as his research and treatment of autoimmune diseases, and institutional

knowledge of our product candidate, qualifies him to serve as of Chief Medical Officer.

Independent Directors:

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October 2024.

Weintraub currently serves as the President of inThought Research (“inThought”), a

healthcare business intelligence consulting firm which he founded in 2009.

inThought provides business development support,

competitive intelligence monitoring, medical conference coverage, and other services both to professional investors and to pharma/

biotech companies.

Weintraub has also served as the Chief Scientific Officer of inPhronesis since 2018.

After completing his training in immunology and

biochemistry, Dr.

Weintraub co-founded Biotech Tracker, an online tool for investors, where he served as a financial analyst from

2000 to 2008.

Weintraub currently serves as the President of inThought Research (“inThought”), a healthcare

business intelligence consulting firm which he founded in 2009.

inThought provides business development support, competitive intelligence

monitoring, medical conference coverage, and other services both to professional investors and to pharma/biotech companies.

has also served as the Chief Scientific Officer of inPhronesis since 2018.

After completing his training in immunology and biochemistry,

Weintraub co-founded Biotech Tracker, an online tool for investors, where he served as a financial analyst from 2000 to 2008.

From 2006 to 2008, Dr.

Weintraub served as an analyst at Reuters Insight, providing analysis of drug development and

trends in medicine to professional investors.

Weintraub served as a licensed security analyst with Variant Research from 2005

Weintraub served as an analyst at Reuters Insight, providing analysis of drug development and trends in medicine

to professional investors.

Weintraub served as a licensed security analyst with Variant Research from 2005 to 2006.

From 1999 to 2000, Dr.

Weintraub was senior

scientific editor for the biology research journals Cell and Molecular Cell.

Weintraub performed biochemistry and immunology

research at Stanford University and at the John Curtin School of Medical Research in Canberra, Australia.

He earned his doctorate in Biology

from the University of California, San Diego, and a Bachelor of Science in Life Science from the Massachusetts Institute of Technology.

Weintraub was senior scientific

editor for the biology research journals Cell and Molecular Cell.

Weintraub performed biochemistry and immunology research at

Stanford University and at the John Curtin School of Medical Research in Canberra, Australia.

He earned his doctorate in Biology from

the University of California, San Diego, and a Bachelor of Science in Life Science from the Massachusetts Institute of Technology.

We believe Mr.

Weintraub’s extensive science background

qualifies him to serve on our Board.

extensive science background qualifies him to serve on our Board of Directors.

From 1999 to 2000, Dr.

Weintraub was senior scientific

editor for the biology research journals Cell and Molecular Cell.

Weintraub performed biochemistry and immunology research at Stanford

University and at the John Curtin School of Medical Research in Canberra, Australia.

He earned his doctorate in Biology from the University

of California, San Diego, and a Bachelor of Science in Life Science from the Massachusetts Institute of Technology.

We believe Mr.

Weintraub’s extensive science

background qualifies him to serve on our Board.

Carol O’Donnell

Carol O’Donnell has served as a director

since October 2023.

Carol O’Donnell has served as a director since

October 2024.

O’Donnell is currently a Director and Member of the Audit Committee of Sono-Tek Corporation (NASDAQ:

SOTK), where she has served since November 2018.

Prior to that, she served as General Counsel to Boothbay Fund Management LLC, a

registered investment adviser, from December 2019 through May 2021.

O’Donnell joined Protégé Partners

and MOV37, an industry leading firm investing in and seeding smaller and emerging hedge fund managers in April 2016 and has served

as Chief Executive Officer since January 2018.

where she has served since November 2018.

Prior to that, she served as General Counsel to Boothbay Fund Management LLC, a registered

investment adviser, from December 2019 through May 2021.

O’Donnell joined Protégé Partners and

MOV37, an industry leading firm investing in and seeding smaller and emerging hedge fund managers in April 2016 and has served as

Chief Executive Officer since January 2018.

Prior to joining Protégé Partners and MOV37, Ms.

O’Donnell was

the Director of Legal and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered investment advisory and wealth management

O’Donnell was the

Director of Legal and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered investment advisory and wealth management

firm from January 2013 to March 2016.

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We believe Ms.

O’Donnell’s extensive experience in the

financial industry qualifies her to serve on our Board.

Hankil Yoon, PhD.

Hankil Yoon has served as a director since October 2023.

Yoon has extensive experience in front-end business areas such as product strategy and planning, software technology and product

development, mobile services, global partnership, sales, investment, and mergers and acquisitions and extensive knowledge of the entire

software stack, ranging from firmware and OS, middleware.

He is the owner of multiple patents on data mining and mobile technology.

Yoon was previously the Chief Executive

Officer of Digital Domain Virtual Human, Inc.

from January 2020 to November 2021 where he managed a global organization of developers

throughout the United States, Canada and Taiwan using AI technology to implement best quality digital human at optimal speed using

minimal amount of facial data and created partnerships with Google, Amazon, and Microsoft to implement “AI with a human face”.

He served as the Executive Advisor to the Chief Executive Officer of Flipboard, Inc.

from January 2019 to December 2020.

Yoon served as the Senior Vice President at Samsung Electronics, from May 2005 to December 2018.

as the Chairperson at the Tizen Association from January 2015 to December 2018.

Yoon served as the Chief Technology

Officer at Oracle Corporation, US, from August 2000 to May 2005.

Yoon has BS in Computer Engineering, Seoul National

University (1985) and an MBA (2017) in Global Management, an MS in Electrical & Computer Engineering, University of

California at Irvine (1995), PhD, in Computer & Information Science & Engineering, University of Florida (2000).

We believe Mr.

Yoon’s extensive experience in product strategy

and planning, software technology and product development qualifies him to serve on our Board.

O’Donnell’s extensive experience

in the financial industry qualifies her to serve on our Board of Directors.

Elona Kogan has served as a director since October 2024.

Beginning in August 2024, Ms.

Kogan has served as the Chief Legal Officer of Terns Pharmaceutical, Inc.

TERNS), a publicly

traded biopharmaceutical company, Prior to joining us, from November 2020 through August 2024, Ms.

Kogan served as the General Counsel

and Chief Legal Officer of Seer Inc.

Beginning in August 2024, Most recently, Ms.

Kogan served as the Chief Legal Officer of Terns Pharmaceutical, Inc.

a publicly traded biopharmaceutical company, Prior to joining us, from November 2020 through August 2024, Ms.

Kogan served as

the General Counsel and Chief Legal Officer of Seer Inc.

SEER), a publicly traded life science company.

From May 2018 through August 2021, Ms.

served as a director of Cardax, Inc., a biotechnology company operating in the inflammatory health space.

From March 2019 through August

Kogan served as the General Counsel of Selecta Biosciences, Inc., a clinical-stage biotechnology company.

Kogan is a graduate

of Southwestern University School of Law.

Kogan graduated from Columbia University, Barnard College, with a B.A.

From May 2018 through

August 2021, Ms.

Kogan served as a director of Cardax, Inc., a biotechnology company operating in the wellness health care space.

From March 2019 through August 2020, Ms.

Kogan served as the General Counsel of Selecta Biosciences, Inc., a clinical-stage

biotechnology company.

Kogan is a graduate of Southwestern University School of Law.

Kogan graduated from Columbia University,

Barnard College, with a B.A.

in Economics.

We believe Ms.

Kogan’s extensive experience in biopharmaceutical

and life science space, in addition to her experience serving as general counsel and chief legal officer of other publicly traded companies

qualifies her to serve on our Board.

Kogan’s extensive experience

as an operating executive in biopharmaceutical and life science space, in addition to her experience leading government relations, and

serving as general counsel and chief legal officer of other publicly traded companies qualifies her to serve on our Board of Directors.

Family Relationships

There are no family relationships among any of our executive officers

or directors.

There are no family relationships among any of our executive officers or

Involvement in Certain Legal Proceedings

8 unchanged sentences

Code of Business Conduct and Ethics

In accordance with the information required by this Item 10 relating

to the code of ethics required by Item 406 of Regulation S-K, the Company has a Code of Business Conduct and Ethics (the “Code”),

which applies to its directors, officers (including its principal executive officer, the principal financial officer and principal accounting

officer), and all other employees (collectively, the “Covered Persons” and each a “Covered Person”).

text of the Code is available on the “Investors” section of the Company’s website.

The Company intends to satisfy the

SEC’s requirements regarding amendments to, or waivers from, the Code by posting such information on its website or by filing a

Current Report on Form 8-K to disclose such information.

Procedures for Stockholders to Recommend

Director Nominees

The Company’s bylaws (the “Bylaws”) were adopted

on May 12, 2020.

On February 7, 2025, the Company established the nominating and corporate governance committee of the Board and adopted

the nominating and corporate governance committee’s written charter.

Pursuant to the nominating and corporate governance committee’s

charter, the committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations

for Board candidates.

Except as discussed in the foregoing sentences, there have been no material changes to the procedures by which security

holders may recommend nominees to our Board.

Audit Committee Information

The Company’s Board has a standing audit committee.

committee is chaired by Carol O’Donnell and its other members are Elona Kogan and Dr.

Bennet Weintraub.

Each member of the audit

committee is financially literate.

Carol O’Donnell qualifies as an “audit committee financial expert” as defined in

applicable SEC rules.

In accordance with the information required by this

Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the Company has a Code of Business Conduct and Ethics (the

“Code”), which applies to its directors, officers (including its principal executive officer, the principal financial officer

and principal accounting officer), and all other employees (collectively, the “Covered Persons” and each a “Covered

The full text of the Code is available on the “Investors” section of the Company’s website.

intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code by posting such information on its

website or by filing a Current Report on Form 8-K to disclose such information.

Procedures for Stockholders to Recommend Director

The Company’s Amended and Restated Bylaws (the

“Bylaws”) were originally adopted on May 12, 2020, amended and restated on April 11, 2025, and further amended on October

The Bylaws authorize the Board of Directors to designate one or more committees, each consisting of one or more directors.

February 7, 2025, the Board established the Nominating and Corporate Governance Committee and adopted a written charter for such committee.

Pursuant to the Nominating and Corporate Governance Committee’s charter, the committee may, if it deems appropriate, establish procedures

to be followed by stockholders in submitting recommendations for Board candidates.

of the Board of Directors

Our Board of Directors established three standing

an audit committee, a compensation committee and the nominating and corporate governance committee.

Audit Committee

The members of the audit committee are Carol O’Donnell

(chair), Elona Kogan, and Dr.

Bennett Weintraub.

Upon his appointment to the Board of Directors, Amir Dossal is expected to be appointed

as a member of the audit committee.

Our Board of Directors has determined that each of the members of the audit committee is an “independent

director” as defined by and meet the other requirements of the NYSE American listing standards and applicable SEC rules.

Each member of the audit committee is financially

Carol O’Donnell qualifies as an “audit committee financial expert” as defined in applicable SEC rules and

meets the financial sophistication requirements of the NYSE rules.

In making this determination, our Board of Directors considered Ms.

O’Donnell’s previous and current experience in actively supervising individuals in financial and accounting roles.

purpose of the audit committee is to discharge the responsibilities of the Board of Directors with respect to our accounting, financial,

and other reporting and internal control practices and to oversee our independent registered accounting firm.

Specific responsibilities

of our audit committee include:

● assisting board oversight of (1) the integrity

of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s

qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

● reviewing the appointment, compensation, retention,

replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged

● pre-approving all audit and non-audit services

to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies

and procedures;

● reviewing and discussing with the independent

auditors all relationships the auditors have with us in order to evaluate their continued independence;

● setting clear hiring policies for employees or

former employees of the independent auditors;

● setting clear policies for audit partner rotation

in compliance with applicable laws and regulations;

● obtaining and reviewing a report, at least annually,

from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any

material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or

investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits

carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited

financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific

disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

● reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent auditors,

and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government

agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting

policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC

or other regulatory authorities.

Compensation Committee

The members of the compensation committee are

Carol O’Donnell (chair) and Dr.

Bennett Weintraub.

Upon his appointment to the Board of Directors, Amir Dossal is expected to be

appointed as a member of the compensation committee.

Under the NYSE American listing standards and applicable SEC rules, we are required

to have at least two members of the compensation committee, all of whom must be independent.

Our Board of Directors has determined that

each of the members of the compensation committee is an “independent director” as defined by and meet the other requirements

of the NYSE American listing standards and applicable SEC rules.

Specific responsibilities of our compensation committee

● reviewing and approving on an annual basis the

corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer

based on such evaluation;

● reviewing and making recommendations to our Board

of Directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and

equity-based plans that are subject to board approval of all of our other officers;

● reviewing our executive compensation policies

● implementing and administering our incentive

compensation equity-based remuneration plans;

● assisting management in complying with our proxy

statement and annual report disclosure requirements;

● approving all special perquisites, special cash

payments and other special compensation and benefit arrangements for our officers and employees;

● producing a report on executive compensation

to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes,

if appropriate, to the remuneration for directors.

Nominating and Governance Committee

The members of the nominating and corporate governance

committee are Elona Kogan (chair) and Carol O’Donnell.

Upon his appointment to the Board of Directors, Amir Dossal is expected to

be appointed as a member of the nominating and corporate governance committee.

Our Board of Directors has determined that each of the

members of the nominating and corporate governance committee is an “independent director” as defined by and meet the other

requirements of the NYSE American listing standards and applicable SEC rules.

Specific responsibilities of our nominating and corporate

governance committee include:

● identifying and evaluating candidates, including

the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board of Directors;

● considering and making recommendations to our

Board of Directors regarding the composition and chairmanship of the committees of our Board of Directors;

● developing and making recommendations to our

Board of Directors regarding corporate governance guidelines and matters;

● overseeing periodic evaluations of the board

of directors’ performance, including committees of the Board of Directors.

general, in identifying and evaluating nominees for director, the committee considers educational background, diversity of professional

experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best

interests of our stockholders

Insider Trading Policy

The Company has an insider trading policy (the

“Insider Trading Policy”) which prohibits Covered Persons from buying or selling the Company’s securities while the Covered

Person is aware of material nonpublic information about the Company.

The Company believes that its Insider Trading Policy is reasonably

designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Insider

Trading Policy is filed as Exhibit 19.1 to this Annual Report.

The Company has an insider trading policy (the “Insider

Trading Policy”) which prohibits Covered Persons from buying or selling the Company’s securities while the Covered Person

is aware of material nonpublic information about the Company.

The Company believes that its Insider Trading Policy is reasonably designed

to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Insider Trading

Policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation

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from currently planned programs as summarized in this discussion.

As an “emerging growth company,” we have opted to comply

with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the

rules promulgated under the Securities Act.

Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative

disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End

Table for our last completed fiscal year.

These reporting obligations extend only to “named executive officers.” Individuals

we refer to as our “named executive officers” include (i) all individuals serving as our principal executive officer during

the fiscal year ended December 31, 2024 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7,

other than our principal executive officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2024,

whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2024.

Our named executive officer for the year ended

December 31, 2024, was our principal executive officer, Erik Emerson.

No other executive officer of the Company received total compensation

during the fiscal year ended December 31, 2024 in excess of $100,000, and thus disclosure is not required for any other person.

As an “emerging growth company,” we have

opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term

is defined in the rules promulgated under the Securities Act.

Accordingly, we are required to provide a Summary Compensation Table, as

well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity

Awards at Fiscal Year End Table for our last completed fiscal year.

These reporting obligations extend only to “named executive

officers.” Individuals we refer to as our “named executive officers” include (i) all individuals serving as our principal

executive officer during the fiscal year ended December 31, 2025 and (ii) our two most highly compensated executive officers, as defined

in Exchange Act Rule 3b-7, other than our principal executive officer, who were serving as executive officers at the end of the fiscal

year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year

ended December 31, 2025.

The Company’s “named executive officers”

consist of (i) the Company’s Chief Executive Officer, (ii) the Company’s Chief Financial Officer, and (iii) each

other executive officer who served during fiscal year 2025 and whose compensation exceeded $100,000, if any.

Summary Compensation Table

The following table sets forth information concerning the compensation

of our named executive officer for the years ended December 31, 2024, and 2023.

The following table sets forth information concerning

compensation earned by each of the Company’s named executive officers for the fiscal years ended December 31, 2025 and

* All option awards derived using Black-Scholes Pricing Model

Name and Principal Position

Chief Executive Officer

Narrative to Summary Compensation

Our executive compensation program is based on

a pay for performance philosophy.

Compensation for our Chief Executive Officer is composed primarily of the following main components:

base salary, bonus, and equity incentives in the form of stock options.

Like all full-time employees, our Chief Executive Officer is

eligible to participate in our health and welfare benefit plans.

As we transition from a private company to a publicly traded company,

we intend to evaluate our compensation philosophy and compensation plans and arrangements as circumstances require.

Incentive Plan

1,275,000 (2)

$ 2,224,703.49

Former Chief Executive Officer

Chief Financial Officer (Advisory)

Christopher Kim, MD

Chief Medical Officer

(1) This figure represents compensation paid for six months,

reflecting that the executive’s compensation commenced during fiscal year 2025.

(2) These figures represent common stock issued to executives and

valued at the observable market price at closing of the grant date:

May 16, 2025.

Narrative to Summary Compensation Table

Our executive compensation program is based on a pay

for performance philosophy.

Compensation for our executive officers is composed primarily of the following main components:

bonus, and equity incentives in the form of stock options.

Like all full-time employees, our executive officers are eligible to participate

in our health and welfare benefit plans.

Employment Agreement with Erik Emerson

The Company entered into an employment agreement

with Erik Emerson on September 21, 2023 (the “Emerson Agreement”).

Pursuant to the Emerson Employment Agreement, he will serve

as the Company’s Chief Executive Officer and receive a yearly salary of $300,000.

Emerson’s employment shall continue

for one year from the date of execution and shall automatically renew for successive one year periods in the event of a closing on a public

offering of the company during the initial term unless either party gives 30 days’ written notice of its intent not to renew the

Emerson Agreement prior to the end of the then-current term.

Emerson becomes disabled such that he is

unable to perform his obligations hereunder, with or without reasonable accommodation, for a period of 180 days or more over a rolling

consecutive twelve month period of time, or it is determined that Mr.

Emerson is not able to perform the essential functions of his duties

(incurs a “Disability”) the Company may terminate Mr.

Emerson’s employment, unless otherwise required by law.

event employment is terminated as a result of Mr.

Emerson Disability, the Company shall have no further obligation to pay any unaccrued

compensation or unaccrued benefits to Mr.

Emerson for periods after the date of such termination.

The Company entered into an employment agreement with

Erik Emerson on September 21, 2023 (the “ Emerson Employment Agreement ”).

Pursuant to the Emerson Employment Agreement,

he would serve as the Company’s Chief Executive Officer and receive a yearly salary of $300,000.

Emerson’s employment

continued for one year from the date of execution and shall automatically renew for successive one year periods in the event of a closing

on a public offering of the company during the initial term unless either party gives 30 days’ written notice of its intent

not to renew the Emerson Agreement prior to the end of the then-current term.

Emerson may be terminated with or without

Cause (as defined in the Emerson Agreement) upon thirty (30) days’ written notice to Mr.

Emerson will not be eligible to receive an annual bonus at any

time prior to the closing on a public offering (as defined in the Emerson Agreement) of the Company For all fiscal years following

the closing on a public offering of the Company, including any fiscal year during which the closing on a public offering occurs, Mr.

will be eligible to receive an annual bonus based on the achievement of goals for the Company’s and/or Mr.

Emerson’s performance,

as determined by the Board in its sole discretion.

Emerson is entitled to receive such other

employee benefits and perquisites offered by the Company to any of the Company’s similarly-situated corporate employees, provided

that the Company shall retain discretion to cancel, modify or amend such benefits provided to Mr.

Emerson and similarly situated employees

in its discretion.

Upon the closing on a public offering, Mr.

Emerson shall receive an

incentive stock option to purchase a number of shares of the Company’s common stock equal to 3% of the post-public offering capitalization

of the Company (the “Equity Award”), of which 40% of the options shall vest upon grant and the remainder will vest in three

equal installments on the annual anniversary of the date of grant.

Emerson will agree not to sell any shares underlying the Equity

Award, even if exercised, for a period of three years from the date of grant.

Emerson will be eligible for future equity incentive

awards in the discretion of the Board.

Emerson irrevocably assigns to the Company

(or its designees), and agrees to hold in trust for the sole right and benefit of the Company, without any additional consideration, and

to promptly make full written disclosure to the Company of, all of his right, title, and interest in and to any and all Inventions (as

defined in the Emerson Agreement) that Mr.

Emerson invents during his employment and for a period of one year following the termination

of his employment with the Company.

There is customary confidentiality and non-solicitation

clauses in Mr.

Emerson’s agreement whereby he has agreed to keep all confidential information confidential and will not directly

or indirectly solicit any of the Company’s employees or vendors after his employment with the Company ends.

While the Company employs Mr.

Emerson, he agrees that he will not,

without the Board’s prior written consent, directly or indirectly, provide services to any other person for which Mr.

Emerson receives

compensation, nor will he otherwise engage in activities that would conflict or interfere with his full and faithful performance of his

duties as an employee of the Company.

On November 13, 2025, the Company entered into

an amendment to the Emerson Employment Agreement, increasing Mr.

Emerson’s annual base salary to $500,000.

It also provided

Emerson is terminated by the Company without cause, Mr.

Emerson will be entitled to severance payment equal to twenty-four

(24) months of base salary and benefits and immediate vesting of all unvested equity, subject to Mr.

Emerson’s execution

of a release of claims against the Company.

The amendment further clarifies that, upon termination by the Company for cause or by Mr.

without good reason, any unvested equity will be automatically forfeited without payment or consideration by the Company.

In connection with and pursuant to the Merger Agreement,

Emerson resigned from his position as Chief Executive Officer effective as of December 1, 2025.

Stock Option Award to Dr.

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is terminated at an earlier date pursuant to the provisions of the option grant agreement between the Company and Dr.

Consulting Agreement with Mark Corrao

On October 4, 2024, the Company entered into a

consulting agreement with Mark Corrao (the “CFO Consulting Agreement”) to engage Mr.

Corrao (the “Consultant”),

to provide consulting services as the Company’s non-employee chief financial officer prior to the completion of the Company’s

initial public offering.

It is anticipated that following the completion of the Company’s initial public offering, the Consultant

will become an employee of the Company on a full-time basis.

The Consultant has been duly appointed as the chief financial officer

and principal financial and accounting officer of the Company and will remain as an executive officer of the Company during the term of

the CFO Consulting Agreement.

The Consultant will report directly to Erik Emerson, Chief Executive Officer and to any other party designated

Emerson in connection with the performance of the duties under the CFO Consulting Agreement and shall fulfill any other duties

reasonably requested by the Company and agreed to by the Consultant.

The initial term of the CFO Consulting Agreement is one year.

Consulting Agreement may only be extended thereafter by mutual agreement, unless earlier terminated.

Either party may terminate the CFO

Consulting Agreement at any time by providing thirty days’ written notice to the other party.

As compensation for the services rendered pursuant to the CFO Consulting

Agreement, the Company shall pay Consultant a minimum $2,500 upon signing, and $2,500 per month for up to eight hours of services rendered

per month, payable on the first business day of each month.

Additional hours in excess of eight hours per month, if any, shall be billed

at $250.00 per hour.

Outstanding Equity Awards at Fiscal-Year End 2025

There were no outstanding equity-based awards of the Company held by

the named executive officer as of December 31, 2024.

Policies and Practices for Granting Certain Equity Awards

We do not schedule equity award grants in anticipation of the release

of material nonpublic information, nor do we time the release of material nonpublic information based on equity grant dates.

There were no outstanding equity-based awards of the

Company held by the named executive officer as of December 31, 2025.

Policies and Practices for Granting Certain Equity

We do not schedule equity award grants in anticipation

of the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity grant dates.

Director Compensation Table

None of our directors received any form of compensation for the year

ended December 31, 2024.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters Securities

Authorized for Issuance under Share-Based

Compensation Plans

* All option awards derived using Black-Scholes Pricing Model

Name & Principal Position

(Director Fees)

Option Awards

Carol O’Donnell

Bennett Weintraub

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters Securities

Authorized for Issuance under Share-Based Compensation

Equity Compensation Plan Information

4 unchanged sentences

Weighted-Average

Exercise Price of

Available for

2 unchanged sentences

Equity compensation plans not approved by shareholders

(1) Represents shares available for grant under the Company’s

Equity Incentive Plan (defined below) as of December 31, 2024.

Apimeds Pharmaceuticals US, Inc.

2024 Equity Incentive Plan

On September 18, 2024, we adopted an equity incentive plan

for our employees, the Apimeds Pharmaceuticals US, Inc.

On September 18, 2024, we adopted an equity incentive

plan for our employees, the Apimeds Pharmaceuticals US, Inc.

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

of the Equity Incentive Plan are to provide additional incentives to selected employees, directors and independent contractors of, and

consultants to, the Company or its affiliates, to strengthen their commitment, motivate them to faithfully and diligently perform their

responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and whose

efforts will impact our long-term growth and profitability.

The Equity Incentive Plan allows the Company to

make equity and equity-based incentive awards to officers, employees, directors, consultants, and advisors.

The purposes of the Equity Incentive Plan are to provide additional incentives to selected employees, directors and independent contractors

of, and consultants to, the Company or its affiliates, to strengthen their commitment, motivate them to faithfully and diligently perform

their responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and

whose efforts will impact our long-term growth and profitability.

On December 1, 2025, in connection with the Merger,

the Company’s stockholders approved an amendment to the 2024 Plan to increase the aggregate number of shares of common stock authorized

for issuance under the 2024 Plan from 1,538,462 shares to 2,096,679 shares (the “2024 Plan Share Increase”).

The 2024 Plan

Share Increase was necessary as the 2024 Plan did not have a sufficient number of authorized shares to be issued in connection with the

transactions contemplated by the Merger Agreement.

The 2024 Equity Incentive Plan allows the Company

to make equity and equity-based incentive awards to officers, employees, directors, consultants, and advisors.

The Board anticipates that

8 unchanged sentences

A brief description of each award type follows.

● Non-Qualified Stock Options means the right to purchase

shares pursuant to terms and conditions that are not intended to be, or do not qualify as, an Incentive Stock Options;

● Incentive Stock Options means the right to purchase

shares pursuant terms and conditions that are intended to qualify as, and that satisfy the requirements applicable to, an incentive equity

option within the meaning of Code Section 422 of the United States Internal Revenue Code of 1986, as amended;

● Stock Appreciation Rights means a right, designated

as an SAR, to receive the appreciation in the fair market value of shares;

● Restricted Stock means an award of shares subject

to vesting conditions;

● Restricted Stock Units shall mean a right to receive

shares or cash upon vesting;

● Stock Bonus Awards means unrestricted common stock, or

other awards denominated in common stock, either alone or in tandem with other awards;

● Performance Compensation Awards means an award granted

to a participant that entitles the participant to delivery of shares or cash upon achievement of performance goals.

1,000,000 shares of common stock have initially

been reserved for the issuance of awards under the Equity Incentive Plan (the “Initial Limit”).

Non-Qualified Stock Options means the right to purchase shares pursuant to terms and conditions that are not intended to be, or do not qualify as, an Incentive Stock Options;

Incentive Stock Options means the right to purchase shares pursuant terms and conditions that are intended to qualify as, and that satisfy the requirements applicable to, an incentive equity option within the meaning of Code Section 422 of the United States Internal Revenue Code of 1986, as amended;

Stock Appreciation Rights means a right, designated as an SAR, to receive the appreciation in the fair market value of shares;

Restricted Stock means an award of shares subject to vesting conditions;

Restricted Stock Units shall mean a right to receive shares or cash upon vesting;

Stock Bonus Awards means unrestricted common stock, or other awards denominated in common stock, either alone or in tandem with other awards;

Performance Compensation Awards means an award granted to a participant that entitles the participant to delivery of shares or cash upon achievement of performance goals.

1,000,000 shares of common stock have initially been

reserved for the issuance of awards under the 2024 Equity Incentive Plan (the “Initial Limit”).

The Initial Limit is subject

3 unchanged sentences

may be issued upon exercise of incentive stock options under the 2024 Equity Incentive Plan shall not exceed the Initial Limit, as adjusted.

Shares underlying any awards under the Equity Incentive Plan that are forfeited, cancelled, held back upon exercise of an option or settlement

of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than

by exercise) will be added back to the shares available for issuance under the Equity Incentive Plan and, to the extent permitted under

Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options.

Shares underlying any awards under the 2024 Equity Incentive Plan that are forfeited, cancelled, held back upon exercise of an option

or settlement of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated

(other than by exercise) will be added back to the shares available for issuance under the 2024 Equity Incentive Plan and, to the extent

permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options.

The 2024 Equity Incentive Plan is currently administered

1 unchanged sentence

been appointed by the Board, the Board, pursuant to the terms of the 2024 Equity Incentive Plan (the “Committee”).

The plan administrator,

which initially will be the Committee, has full power to select, from among the individuals eligible for awards, the individuals to whom

awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each

award, subject to the provisions of the Equity Incentive Plan.

The plan administrator may delegate to a committee consisting of one or

more officers of the Company, the authority to awards to individuals who are not subject to the reporting and other provisions of Section 16

of the Exchange Act and not members of the delegated committee, subject to certain limitations and guidelines.

administrator, which initially will be the Committee, has full power to select, from among the individuals eligible for awards, the individuals

to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions

of each award, subject to the provisions of the 2024 Equity Incentive Plan.

The plan administrator may delegate to a committee consisting

of one or more officers of the Company, the authority to awards to individuals who are not subject to the reporting and other provisions

of Section 16 of the Exchange Act and not members of the delegated committee, subject to certain limitations and guidelines.

Persons eligible to participate in the 2024 Equity

Incentive Plan will be officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries

as selected from time to time by the plan administrator in its discretion.

As of the date of this Annual Report, approximately 12 individuals

are eligible to participate in the Equity Incentive Plan, which includes approximately two officers, no employees who are not officers,

Incentive Plan will be officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries as selected

from time to time by the plan administrator in its discretion.

As of the date of this Annual Report, approximately 12 individuals are

eligible to participate in the 2024 Equity Incentive Plan, which includes approximately two officers, no employees who are not officers,

five non-employee directors, and five consultants/independent contractors.

The 2024 Equity Incentive Plan permits the granting

of both options to purchase common stock of the Company intended to qualify as incentive stock options under Section 422 of the Code

and options that do not so qualify.

Options granted under the Equity Incentive Plan will be non-qualified options if they fail

to qualify as incentive stock options or exceed the annual limit on incentive stock options.

Incentive stock options may only be granted

to employees of the Company and its subsidiaries.

Non-qualified options may be granted to any persons eligible to receive awards

under the Equity Incentive Plan.

The option exercise price of each option will be determined by the plan administrator but generally may

not be less than 100% of the fair market value of the common stock of the Company on the date of grant or, in the case of an incentive

stock option granted to a ten percent stockholder, 110% of such share’s fair market value.

The term of each option will be fixed

by the plan administrator and may not exceed ten years from the date of grant.

The plan administrator will determine at what time

or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise of options, the option exercise

price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the plan administrator or by delivery

(or attestation to the ownership) of shares of common stock of the Company that are beneficially owned by the optionee free of restrictions

or were purchased in the open market.

Subject to applicable law, the exercise price may also be delivered by a broker pursuant to irrevocable

instructions to the broker from the optionee.

In addition, the plan administrator may permit non-qualified options to be exercised

using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of

shares with fair market value that does not exceed the aggregate exercise price.

of both options to purchase common stock of the Company intended to qualify as incentive stock options under Section 422 of the Code and

options that do not so qualify.

Options granted under the 2024 Equity Incentive Plan will be non-qualified options if they fail to qualify

as incentive stock options or exceed the annual limit on incentive stock options.

Incentive stock options may only be granted to employees

of the Company and its subsidiaries.

Non-qualified options may be granted to any persons eligible to receive awards under the 2024 Equity

Incentive Plan.

The option exercise price of each option will be determined by the plan administrator but generally may not be less than

100% of the fair market value of the common stock of the Company on the date of grant or, in the case of an incentive stock option granted

to a ten percent stockholder, 110% of such share’s fair market value.

The term of each option will be fixed by the plan administrator

and may not exceed ten years from the date of grant.

The plan administrator will determine at what time or times each option may be exercised,

including the ability to accelerate the vesting of such options.

Upon exercise of options,

the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the plan administrator

or by delivery (or attestation to the ownership) of shares of common stock of the Company that are beneficially owned by the optionee

free of restrictions or were purchased in the open market.

Subject to applicable law, the exercise price may also be delivered by a broker

pursuant to irrevocable instructions to the broker from the optionee.

In addition, the plan administrator may permit non-qualified options

to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest

whole number of shares with fair market value that does not exceed the aggregate exercise price.

Stock Appreciation Rights

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of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date of grant.

plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate

administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate

the vesting of such stock appreciation rights.

6 unchanged sentences

restrictions under the 2024 Equity Incentive Plan.

Unrestricted stock may be granted to participants in recognition of past services or for

other valid consideration and may be issued in lieu of cash compensation due to such participant.

The plan administrator may grant dividend

equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had

held a specified number of shares of common stock of the Company.

Unrestricted stock may be granted to participants in recognition of past services or

for other valid consideration and may be issued in lieu of cash compensation due to such participant.

The plan administrator may grant

dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient

had held a specified number of shares of common stock of the Company.

Stock Bonus Awards

The plan administration may issue unrestricted

common stock, or other awards denominated in common stock, under the Equity Incentive Plan to participants, either alone or in tandem

with other awards, in such amounts as the plan administration shall from time to time in its sole discretion determine.

The plan administration may issue unrestricted common

stock, or other awards denominated in common stock, under the 2024 Equity Incentive Plan to participants, either alone or in tandem with

other awards, in such amounts as the plan administration shall from time to time in its sole discretion determine.

Performance Compensation Awards

The plan administrator may grant awards under

the Equity Incentive Plan to participants, which may be cash-based, subject to the achievement of certain performance goals, including

The plan administrator may grant awards under the

2024 Equity Incentive Plan to participants, which may be cash-based, subject to the achievement of certain performance goals, including

continued employment with the Company.

1 unchanged sentence

The 2024 Equity Incentive Plan requires the plan administrator

to make appropriate adjustments to the number of shares of common stock that are subject to the Equity Incentive Plan, to certain limits

in the Equity Incentive Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and

similar events.

Except as set forth in a stock award agreement

issued under the Equity Incentive Plan, in the event of (i) a transfer of all or substantially all of the Company’s assets,

(ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another

corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any person

becomes the beneficial owner directly or indirectly, of more than 50% of Company’s then outstanding capital stock, each outstanding

stock award (vested or unvested) will be treated as the plan administrator determines, which may include (a) Company’s continuation

of such outstanding stock awards (if Company is the surviving corporation);

(b) the assumption of such outstanding stock awards by

the surviving corporation or its parent;

other equity awards for such stock awards;

(d) the cancellation of such stock awards in exchange for a payment to the participants

equal to the excess of (1) the fair market value of the shares subject to such stock awards as of the closing date of such corporate

transaction over (2) the exercise price or purchase price paid or to be paid (if any) for the shares subject to the stock awards

(which payment may be subject to the same conditions that apply to the consideration that will be paid to holders of shares in connection

with the transaction, subject to applicable law);

or (e) the opportunity for participants to exercise the stock options prior to

the occurrence of the corporate transaction and the termination (for no consideration) upon the consummation of such corporate transaction

of any stock options not exercised prior thereto.

The Equity Incentive Plan provides that a stock

award may be subject to additional acceleration of vesting and exercisability upon or after a “Change in Control” (as defined

in the Equity Incentive Plan) as may be provided in the award agreement for such stock award or as may be provided in any other written

agreement between the Company or any affiliate and the participant, but in the absence of such provision, no such acceleration will occur.

to make appropriate adjustments to the number of shares of common stock that are subject to the 2024 Equity Incentive Plan, to certain

limits in the 2024 Equity Incentive Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends

and similar events.

Except as set forth in a stock award agreement issued

under the 2024 Equity Incentive Plan, in the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a

merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation,

entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial

owner directly or indirectly, of more than 50% of Company’s then outstanding capital stock, each outstanding stock award (vested

or unvested) will be treated as the plan administrator determines, which may include (a) Company’s continuation of such outstanding

stock awards (if Company is the surviving corporation);

(b) the assumption of such outstanding stock awards by the surviving corporation

or its parent;

(c) the substitution by the surviving corporation or its parent of new stock options or other equity awards for such stock

(d) the cancellation of such stock awards in exchange for a payment to the participants equal to the excess of (1) the fair market

value of the shares subject to such stock awards as of the closing date of such corporate transaction over (2) the exercise price or purchase

price paid or to be paid (if any) for the shares subject to the stock awards (which payment may be subject to the same conditions that

apply to the consideration that will be paid to holders of shares in connection with the transaction, subject to applicable law);

the opportunity for participants to exercise the stock options prior to the occurrence of the corporate transaction and the termination

(for no consideration) upon the consummation of such corporate transaction of any stock options not exercised prior thereto.

The 2024 Equity Incentive

Plan provides that a stock award may be subject to additional acceleration of vesting and exercisability upon or after a “Change

in Control” (as defined in the 2024 Equity Incentive Plan) as may be provided in the award agreement for such stock award or as

may be provided in any other written agreement between the Company or any affiliate and the participant, but in the absence of such provision,

no such acceleration will occur.

Participants in the 2024 Equity Incentive Plan are

7 unchanged sentences

from such sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount due.

The Equity Incentive Plan generally does not allow

for the transfer or assignment of awards, other than by will or by the laws of descent and distribution or pursuant to a domestic relations

The 2024 Equity Incentive Plan generally does not

allow for the transfer or assignment of awards, other than by will or by the laws of descent and distribution or pursuant to a domestic

relations order;

however, the plan administrator may permit the transfer of non-qualified stock options by gift to an immediate family

member, to trusts for the benefit of family members, or to partnerships in which such family members are the only partners.

The plan administrator may amend or discontinue

the Equity Incentive Plan and the plan administrator may amend or cancel outstanding awards for purposes of satisfying changes in law

The plan administrator may amend or discontinue the

2024 Equity Incentive Plan and the plan administrator may amend or cancel outstanding awards for purposes of satisfying changes in law

or any other lawful purpose, but no such action may materially and adversely affect rights under an award without the holder’s consent.

Certain amendments to the 2024 Equity Incentive Plan will require the approval of the Company’s stockholders.

Generally, without shareholder

approval, (i) no amendment or modification of the Equity Incentive Plan may reduce the exercise price of any stock option or the

strike price of any stock appreciation right, (ii) the plan administrator may not cancel any outstanding stock option or stock appreciation

right where the fair market value of the common stock underlying such stock option or stock appreciation right is less than its exercise

price and replace it with a new option or stock appreciation right, another award or cash and (iii) the plan administrator may not

take any other action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities

All awards granted under the Equity Incentive Plan will be subject

to recoupment in accordance with any clawback policy that Company is required to adopt pursuant to the listing standards of any national

Generally, without

shareholder approval, (i) no amendment or modification of the 2024 Equity Incentive Plan may reduce the exercise price of any stock option

or the strike price of any stock appreciation right, (ii) the plan administrator may not cancel any outstanding stock option or stock

appreciation right where the fair market value of the common stock underlying such stock option or stock appreciation right is less than

its exercise price and replace it with a new option or stock appreciation right, another award or cash and (iii) the plan administrator

may not take any other action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable

securities exchange.

All awards granted under the 2024 Equity Incentive

Plan will be subject to recoupment in accordance with any clawback policy that Company is required to adopt pursuant to the listing standards

of any national securities exchange or association on which Company securities are listed or as is otherwise required by the U.S.

Wall Street Reform and Consumer Protection Act or other applicable law.

In addition, the Board may impose such other clawback, recovery

or recoupment provisions in a stock award agreement as the Board determines necessary or appropriate.

No options or stock appreciation rights may be granted

under the 2024 Equity Incentive Plan after the date that is ten years from the 2024 Equity Incentive Plan Effective Date.

No awards under

the 2024 Equity Incentive Plan have been made prior to the date of this Annual Report.

2025 Equity Incentive Plan

Apimeds Pharmaceuticals US, Inc.

2025 Equity Incentive

On December 1, 2025, in connection with the Merger,

the Company adopted the Apimeds Pharmaceuticals US, Inc.

2025 Equity Incentive Plan (the “2025 Plan”).

The purpose of the

2025 Plan is to advance the interests of the Company, its subsidiaries, affiliates, and stockholders by providing an incentive to attract

and retain the best qualified personnel to perform services for the Company, by motivating such individuals to contribute to the growth

and the profitability of the Company by aligning such individuals with the interests of the Company’s stockholders, and by rewarding

such individuals for their services by tying a significant portion of their compensation to the success of the Company.

The 2025 Plan allows the Company to make equity and

equity-based incentive awards to officers, employees, directors, consultants, and advisors.

The Board of Directors anticipates that providing

such persons with a direct stake in the Company will assure a closer alignment of the interests of such individuals with those of the

Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain

with the Company.

The 2025 Plan provides for the grant of stock options,

stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.

All awards are set forth in an award

agreement which details all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination

exercise limitations.

A brief description of each award type follows:

● Stock Options means an option granted under the 2025 Plan to purchase shares of common

stock, whether designated as an Incentive Stock Option or a Nonqualified Stock Option;

● Stock Appreciation Rights means a right, designated as a SAR, to receive the appreciation

in the fair market value of shares;

● Restricted Stock means shares, subject to a period of restriction or certain other

specified restrictions (including, without limitation, a requirement that the participant remain continuously employed or provide continuous

service for a specific period of time), granted under the 2025 Plan or issued pursuant to the early exercise of a Stock Option;

● Restricted Stock Units means an unfunded and unsecured promise to deliver shares, cash,

other securities, or other property, subject to certain restrictions (including, without limitation, a requirement that the participant

remain continuously employed or provide continuous service for a specific period of time) granted under the 2025 Plan;

● Other Stock-Based Awards means any other awards not specifically described in the 2025

Plan that are valued in whole or in part by reference to, or are otherwise based on, shares and are created by the plan administrator

pursuant to the 2025 Plan.

The maximum aggregate number of shares that may be

issued under the 2025 Plan is ten percent (10%) of the shares outstanding on December 1, 2025 (the “Plan Share Limit”).

shares subject to the 2025 Plan may be authorized, but unissued, or reacquired shares.

On the first day of each calendar year during the

term of the 2025 Plan, commencing on January 1, 2026 and continuing until (and including) January 1, 2035, the number of shares available

under the Plan Share Limit automatically increases by a number equal to the lesser of (i) three percent (3%) of the total number of shares

issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (ii) a number of shares

determined by the Board of Directors.

Upon payment in shares pursuant to the exercise or

settlement of an award, the number of shares available for issuance under the 2025 Plan is reduced only by the number of shares actually

issued in such payment.

If a participant pays the exercise price (or purchase price, if applicable) of an award through the tender of

shares, or if the shares are tendered or withheld to satisfy any tax withholding obligations, the number of shares so tendered or withheld

again become available for issuance pursuant to future awards under the 2025 Plan, although such shares do not again become available

for issuance as incentive stock options.

Shares are not deemed to have been issued pursuant to the 2025 Plan with respect to any portion

of an award that is settled in cash.

If any outstanding award expires or is terminated or canceled without having been exercised or settled

in full, or if the shares acquired pursuant to an award subject to forfeiture or repurchase are forfeited or repurchased by the Company,

the shares allocable to the terminated portion of such award or such forfeited or repurchased shares again become available for grant

under the 2025 Plan.

No more than ten percent (10%) of the shares outstanding on December 1, 2025 (subject to adjustment pursuant to the

2025 Plan) may be issued under the 2025 Plan upon the exercise of incentive stock options.

The 2025 Plan is administered by a committee of at

least one person as the Board of Directors may appoint or, if no such committee has been appointed by the Board of Directors, the 2025

Plan is administered by the Board of Directors (the “Administration Committee”).

The plan administrator, which initially is

the Administration Committee, has full power to select, from among the individuals eligible for awards, the individuals to whom awards

will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award,

subject to the provisions of the 2025 Plan.

The plan administrator may delegate to one or more officers of the Company some or all of

its authority under the 2025 Plan, including the authority to grant all types of awards to individuals who are not subject to the reporting

and other provisions of Section 16 of the Exchange Act, subject to certain limitations and guidelines.

Persons eligible to participate in the 2025 Plan are

officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries as selected from time to time

by the plan administrator in its discretion.

As of the date of this Annual Report, approximately sixteen individuals are eligible to participate

in the 2025 Plan, which includes approximately two officers, no employees who are not officers, six non-employee directors, and one consultant/independent

Stock Options

The 2025 Plan permits the granting of stock options

to officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries as selected from time to

time by the plan administrator in its discretion.

The per share exercise price for shares to be issued pursuant to exercise of a stock

option is determined by the plan administrator but may be no less than 100% of the fair market value per share on the date of grant.

The exercise period of stock options is determined

by the plan administrator, subject to the limitations set forth in the 2025 Plan.

Upon exercise of the stock options, the exercise price

must be paid by either (i) cash, (ii) check, (iii) if approved by the plan administrator, as determined in its sole discretion, surrender

of other shares which meet the conditions established by the plan administrator to avoid adverse accounting consequences to the Company

(as determined by the plan administrator), (iv) if approved by the plan administrator, as determined in its sole discretion, by a broker-assisted

cashless exercise in accordance with procedures approved by the plan administrator, (v) if approved by the plan administrator for a nonqualified

stock option, as determined in its sole discretion, by delivery of a notice of “net exercise” to the Company, pursuant to

which the participant receives the number of shares underlying the stock option so exercised reduced by the number of shares equal to

the aggregate exercise price of the stock option divided by the fair market value on the date of exercise, and (vi) such other method

of payment permitted by applicable law.

Stock Appreciation Rights

The plan administrator may award stock appreciation

rights subject to such conditions and restrictions as it may determine.

Stock appreciation rights entitle the recipient to shares of common

stock of the Company, or cash, equal to the value of the appreciation in the Company’s stock price over the exercise price.

exercise price generally may not be less than 100% of the fair market value of common stock of the Company on the date of grant.

administrator determines at what time or times each stock appreciation right may be exercised, including the ability to accelerate the

vesting of such stock appreciation rights.

Restricted Stock and Restricted Stock Units

The plan administrator may award restricted shares

of common stock of the Company and restricted stock units to participants subject to such conditions and restrictions as it may determine.

These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company

through a specified vesting period.

Unless the plan administrator determines otherwise, restricted stock is held by the Company as escrow

agent until the restrictions on such restricted stock have lapsed.

The plan administrator, in its discretion, may accelerate the time

at which any restrictions lapse or are removed.

Restricted stock may be granted to participants in recognition of past services or for

other valid consideration and may be issued in lieu of cash compensation due to such participant.

The plan administrator may grant dividend

equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had

held a specified number of shares of common stock of the Company.

Other Stock-Based Awards

Other stock-based awards may be granted either alone,

in addition to, or in tandem with, other awards granted under the 2025 Plan and/or cash awards made outside of the 2025 Plan.

administrator has authority to determine the participants to whom and the time or times at which other stock-based awards are made, the

amount of such other stock-based awards, and all other conditions of the other stock-based awards including any dividend and/or voting

Other Material Features

The 2025 Plan requires the plan administrator to make

appropriate adjustments to the number of shares of common stock that are subject to the 2025 Plan, to certain limits in the 2025 Plan,

and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

In the event of a change in control, each outstanding

award is assumed or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor

Unless determined otherwise by the plan administrator, in the event that the successor corporation refuses to assume or substitute

the award, (A) the participant fully vests in and has the right to exercise the award as to all of the shares, including those as to which

it would not otherwise be vested or exercisable;

(B) all applicable restrictions lapse;

and (C) all performance objectives and other vesting

criteria are deemed achieved at targeted levels.

If a stock option or a stock appreciation right is not assumed or substituted in the

event of a change in control, the plan administrator notifies the respective participant that the stock option or the stock appreciation

right is exercisable, to the extent vested, for a period of up to fifteen (15) days from the date of such notice, and the stock option

or stock appreciation right terminates upon the expiration of such period.

Unless determined otherwise by the plan administrator,

an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to the participant’s

estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant, although the plan

administrator, in its discretion, may permit award transfers for purposes of estate planning or charitable giving.

The Board of Directors may at any time amend, alter,

suspend, or terminate the 2025 Plan.

The Company may obtain stockholder approval of the 2025 Plan to the extent necessary or, as determined

by the plan administrator, desirable to comply with applicable laws, including any amendment that (i) increases the number of shares available

for issuance under the 2025 Plan, or (ii) changes the persons or class of persons eligible to receive awards.

All awards granted under the 2025 Plan are subject

to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national

securities exchange or association on which Company securities are listed or as is otherwise required by the U.S.

Dodd-Frank Wall

Street Reform and Consumer Protection Act or other applicable law.

In addition, the Board may impose such other clawback, recovery or

recoupment provisions in a stock award agreement as the Board determines necessary or appropriate.

No options or stock appreciation rights may be

granted under the Equity Incentive Plan after the date that is ten years from the Equity Incentive Plan Effective Date.

under the Equity Incentive Plan have been made prior to the date of this Annual Report.

Security Ownership of Certain Beneficial

Owners and Management

The following table sets forth, as of April 15,

Dodd-Frank Wall Street

Reform and Consumer Protection Act or other applicable law.

In addition, the Board of Directors may impose such other clawback, recovery

or recoupment provisions in an award agreement as the Board of Directors determines necessary or appropriate.

No awards under the 2025 Plan have been made prior

to the date of this Annual Report.

Security Ownership of Certain Beneficial Owners

and Management

The following table sets forth, as of May 1,

2026, certain information as to the Company’s common stock beneficially owned by persons known by the Company to own in excess of

14 unchanged sentences

Unless otherwise noted, each beneficial owner has sole voting and sole investment power over the shares beneficially owned.

otherwise noted, the business address of each of the following entities or individuals is 65-1277 Ki Rd., Kamuela, Hawaii 96743.

otherwise noted, the business address of each of the following entities or individuals is 100 Matawan Rd, Suite 325, Matawan, New Jersey

Name of Beneficial Owner

% of Common Stock

Statement Date

and Post Split (9)

and Post Split

Directors and Named Executive Officers:

Vin Menon (1)

Christopher Kim, MD.

5 unchanged sentences

Dominus IB, Inc (4)

Seed 1 ho (4)

(1) Represents 213,692 shares issuable pursuant to outstanding options,

which are exercisable within 60 days of the date hereof.

(2) Represents 1,596,760 shares or 18.99% held directly by Inscobee

and 4,312,023 shares or 51.29% held through its wholly owned subsidiary, Apimeds Inc.

Calfin Capital Private Limited (5)

Sea Rider Capital, LLC (6)

Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (7)

Vin Menon received 484,775 shares of Preferred Stock

as part of the Merger Consideration.

Following the Preferred Stock Conversion, such shares of Preferred Stock will convert into 9,695,500

shares of Common Stock pursuant to the applicable conversion ratio of 20-for-1.

Following the Reverse Stock Split at a ratio of 1-for-10,

such stockholder will hold 969,550 shares of Common Stock.

(2) Represents shares held directly by Apimeds Inc., based solely

on information reported in the Schedule 13D filed with the SEC on January 26, 2026.

is a wholly owned subsidiary

of Inscobee Inc.

Inscobee Inc.

has voting and investment control

over the shares held by Apimeds Inc.

Millenium Holdings has voting and investment control with respect to the shares held by Inscobee

has voting and investment control over the shares held by Apimeds Inc.

Millenium Holdings is controlled

by You In Soo, and as such, Mr.

Yoo may be deemed to have beneficial ownership over the shares held by both Inscobee Inc.

The business address for Apimeds Inc.

is 107, Gasan Digital 2-ro, Geumcheon-gu, Seoul, Korea.

The business address for Millenium

Holdings is 107, Gasan Digital 2-ro, Geumcheon-gu, Seoul, Korea.

Each of the parties named in this footnote disclaims any beneficial

ownership of the reported shares other than to the extent of any pecuniary interest the party may have therein.

(3) Represents shares held directly by Inscobee Inc., based solely

on information reported in the Schedule 13D filed with the SEC on January 26, 2026.

Millenium Holdings has voting and investment

control with respect to the shares held by Inscobee Inc.

Millenium Holdings is controlled by You In Soo, and as such, Mr.

Yoo may be deemed to have beneficial ownership over the shares

held by both Inscobee Inc.

be deemed to have beneficial ownership over the shares held by both Inscobee Inc.

and Apimeds Inc.

The business address for Inscobee Inc.

is Room 613, Digital-ro 130, 6F, Geumcheon-gu, Seoul,

08580 Republic of Korea.

The business address for Millenium Holdings is 107, Gasan Digital 2-ro, Geumcheon-gu, Seoul, Korea.

the parties named in this footnote disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary

interest the party may have therein.

The business address for Inscobee

is Room 613, Digital-ro 130, 6F, Geumcheon-gu, Seoul, 08580 Republic of Korea.

The business address for Millenium Holdings is 107,

Gasan Digital 2-ro, Geumcheon-gu, Seoul, Korea.

Each of the parties named in this footnote disclaims any beneficial ownership of the

reported shares other than to the extent of any pecuniary interest the party may have therein.

(4) Dominus IB, Inc.

4 unchanged sentences

is 144, Dobong-ro, Gangbuk, Seoul, Republic of Korea.

(4) Seed 1 ho is controlled by its Chief Executive Officer and largest

shareholder, Son Hyoung Jin, who may be deemed to have voting and investment control with respect to the shares held by Seed 1 ho.

business address for Seed 1 ho is 116, Sindae-gil, Okcheon-myeon, Yangpyeong-gun, Gyeonggi-do, Republic of Korea.

(5) Calfin Capital Private Limited received 5,079,292 shares of

Preferred Stock as part of the Merger Consideration.

Following the Preferred Stock Conversion, such shares of Preferred Stock will convert

into 101,585,840 shares of Common Stock pursuant to the applicable conversion ratio of 20-for-1.

Following the Reverse Stock Split at

a ratio of 1-for-10, such stockholder will hold 10,158,584 shares of Common Stock.

The business address for Calfin Capital Private Limited

is 60 Paya Lebar Road, #04-23, Paya Lebar Square, Singapore 409051.

(6) Sea Rider Capital, LLC received 484,774 shares of Preferred

Stock as part of the Merger Consideration.

Following the Preferred Stock Conversion, such shares of Preferred Stock will convert into

9,695,480 shares of Common Stock pursuant to the applicable conversion ratio of 20-for-1.

Following the Reverse Stock Split at a ratio

of 1-for-10, such stockholder will hold 969,548 shares of Common Stock.

The business address for Sea Rider Capital, LLC is 850 New Burton

Road, Suite 201, Dover, County of Kent, Delaware 19904, USA.

(7) Based solely on information reported in the Schedule 13G

filed with the SEC on February 11, 2026.

Represents 1,397,021 shares of Common Stock issuable on the conversion of certain convertible

notes (the “ Notes ”) held by the Reporting Persons.

The issuable shares of Common Stock related to the conversion of

the Notes are subject to a 9.99% beneficial ownership blocker.

The shares reported herein represent Common Stock of the Company held

by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the “ Fund ”).

The business address for the Fund is Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O.

Cayman Islands.

The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the “ Investment

Manager ”), serves as the investment manager.

The business address for the Investment Manager is 55 Post Rd West, 2 nd

Floor Westport, CT 06880.

Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively,

the “ Reporting Persons ”).

The business address for Waqas Khatri is 55 Post Rd West, 2 nd Floor Westport,

The 1,397,021 shares of Common Stock are prior to giving effect to the Reverse Stock Split.

After giving effect to the

Reverse Stock Split the Fund will hold 139,703 shares of Common Stock.

(8) Represents

beneficial ownership of the Company’s Common Stock based on 12,575,983 shares of our Common Stock issued and outstanding as of

February 26, 2026, the date of filing of this Annual Report, prior to giving effect to the Preferred Stock Conversion, the Notes Conversion,

and the Reverse Stock Split.

The beneficial ownership information set forth herein does not reflect any adjustments resulting from the

Preferred Stock Conversion, the Notes Conversion, and the Reverse Stock Split.

(9) Represents beneficial ownership of the Company’s Common

Stock based on 16,351,336 shares of our Common Stock, calculated on a proforma basis, after giving effect to the Preferred Stock Conversion,

the Notes Conversion, and the Reverse Stock Split.

Changes in Control

Management of the Company knows of no arrangements,

including any pledge by any person or securities of the Company, the operation of which may at a subsequent date result in a change in

control of the registrant.

On December 1, 2025, the Company completed the Merger

with MindWave Innovations Inc.

Business” for a description of the Merger.

Other than the Merger, management of the Company knows

of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result

in a change in control of the registrant.

Certain Relationships and Related Transactions, and Director

Certain Relationships and Related Transactions

Other than as listed below, during 2024 and 2023, we were not a participant

in any transaction or series of transactions in which the amount involved did exceed or may exceed the lesser of $120,000 or 1% of the

average of our total assets at year-end for 2024 and 2023 in which any directors, director nominees, executive officers, greater than

5% beneficial owners and their respective immediate family members (each, a “Related Person”) had or will have a direct or

indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Executive

Compensation” beginning on page 38 and “Director Compensation” on page 40.

Other than as listed below, during 2025 and 2024,

we were not a participant in any transaction or series of transactions in which the amount involved did exceed or may exceed the lesser

of $120,000 or 1% of the average of our total assets at year-end for 2025 and 2024 in which any directors, director nominees, executive

officers, greater than 5% beneficial owners and their respective immediate family members (each, a “Related Person”) had or

will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation)

described in “Executive Compensation” beginning on page 55 and “Director Compensation” on page 56.

Business Agreement

On August 2, 2021, we entered into an agreement

with Apimeds Korea, a principal stockholder of the Company (the “Business Agreement”).

Pursuant to the Business Agreement,

Apimeds Korea granted to the Company a sublicensable, royalty-bearing license to research, develop, manufacture and commercialize and

sell Apitox in the United States.

In exchange for this license, the Company will pay Apimeds Korea a perpetual royalty of 5% of the

Company’s earnings before interest and taxes as determined consistent with GAAP, derived from the sale or license of Apitox, less

any shipping, handling, and insurance charges, credits (arising from returns or other adjustments), discounts, rebates, or allowances

of any kind (if any).

The Business Agreement may be terminated by mutual written agreement by the parties and will automatically terminate

upon the bankruptcy or dissolution of the Company.

On August 2, 2021, we entered into an agreement with

Apimeds Korea, a principal stockholder of the Company (the “Business Agreement”).

Pursuant to the Business Agreement, Apimeds

Korea granted to the Company a sublicensable, royalty-bearing license to research, develop, manufacture and commercialize and sell Apitox

in the United States.

In exchange for this license, the Company will pay Apimeds Korea a perpetual royalty of 5% of the Company’s

earnings before interest and taxes as determined consistent with GAAP, derived from the sale or license of Apitox, less any shipping,

handling, and insurance charges, credits (arising from returns or other adjustments), discounts, rebates, or allowances of any kind (if

The Business Agreement may be terminated by mutual written agreement by the parties and will automatically terminate upon the bankruptcy

or dissolution of the Company.

Assignment Agreement

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Chairman and Chief Medical Officer and founder of Apimeds Korea, effective as of May 12, 2021.

Pursuant to the Assignment Agreement

Pursuant to the Assignment Agreement Dr.

Kim transferred to Apimeds Korea all right, title, interest and good will in all of the intellectual property as it relates to Apitoxin,

which will be marketed in the United States as Apitox (the “Assigned IP”).

Kim retained no right to use the Assigned

Additionally, the Assignment Agreement acknowledged that the Assigned IP was licensed to us to use via the Business Agreement,

as described above.

Kim retained no right to use the Assigned IP.

Additionally, the Assignment Agreement acknowledged that the Assigned IP was licensed to us to use via the Business Agreement, as described

Patent License Agreement

On October 12, 2021, we entered into a patent

license agreement (the “Patent License Agreement”) Dr.

Christopher Kim, the Company’s Chairman and Chief Medical Officer

and the founder of Apimeds Korea.

Kim’s engagement with Apimeds Korea, he contributed to the development of the

intellectual property as it relates to Apitoxin.

On October 12, 2021, we entered into a patent license

agreement (the “Patent License Agreement”) Dr.

Christopher Kim, the Company’s Chairman and Chief Medical Officer and

the founder of Apimeds Korea.

Kim’s engagement with Apimeds Korea, he contributed to the development of the intellectual

property as it relates to Apitoxin.

Pursuant to the Patent License Agreement, we were licensed certain patents.

In consideration

of its license under the Patent License Agreement, the Company paid Dr.

The patents expired in 2023 and, presently, the

Company does not intend renew the expired patents or apply for any additional patents.

In consideration of its

license under the Patent License Agreement, the Company paid Dr.

The patents expired in 2023 and, presently, the Company

does not intend renew the expired patents or apply for any additional patents.

Business Establishment Agreement

On March 3, 2020, Apimeds Korea entered into

a business establishment agreement with the Company pursuant to which Apimeds Korea agreed provide funding to us in the form of two tranches

consisting of $500,000 each (for a total of $1,000,000).

The first tranche was funded in March 2020 and the second tranche was funded

On March 3, 2020, Apimeds Korea entered into a business

establishment agreement with the Company pursuant to which Apimeds Korea agreed provide funding to us in the form of two tranches consisting

of $500,000 each (for a total of $1,000,000).

The first tranche was funded in March 2020 and the second tranche was funded in May 2020.

August 2021 Promissory Note

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promissory note in the principal amount of $400,000, on August 30, 2021 (the “August 2021 Note”).

The August 2021

Note is due and payable on the earlier of (i) August 30, 2026 or (ii) a sale of the Company (as defined in the August 2021

Note) (the “Maturity Date”).

The August 2021 Note bears interest at an annual rate equal to the lesser of (i) 5%

per annum, or (ii) the maximum rate permissible by law.

The Company may prepay the August 2021 Note

at any time without penalty.

The August 2021 Note is

due and payable on the earlier of (i) August 30, 2026 or (ii) a sale of the Company (as defined in the August 2021 Note) (the “Maturity

The August 2021 Note bears interest at an annual rate equal to the lesser of (i) 5% per annum, or (ii) the maximum rate

permissible by law.

The Company may prepay the August 2021 Note at any

time without penalty.

If not previously paid by the Company, principal and accrued interest on the August 2021 Note will automatically

convert into common stock (i) immediately prior to the closing of the Company’s firm commitment underwritten initial public

offering resulting in at least $40,000,000 gross proceeds to the Company (a “Qualified IPO”), (ii) immediately prior

to the closing of the Company’s initial listing of its common stock on an international exchange by means of an effective registration

statement on Form S-1 that results in at least $40,000,000 of gross proceeds to the selling stockholders (a “Qualified Direct

Listing”), or (iii) upon the consummation of the Company’s merger, consolidation, share exchange or other transaction

with a publicly traded “special purpose acquisition company” resulting in a stock exchange listing (a “SPAC Transaction”).

The number of shares of common stock shall be determined by dividing (x) the outstanding principal balance of the Apimeds Korea Note

plus accrued but unpaid interest by (y) as applicable, (i) in case of a Qualified IPO, the per share price for which shares

of common stock are initially offered in the Qualified IPO as reflected in the final prospectus, (b) in case of a Qualified Direct

Listing, the fist closing price of the common stock on the first trading day, following the Qualified Direct Listing, and (c) in

case of a SPAC Transaction, the price per share of the successor entity that is established in connection with such SPAC Transaction.

convert into common stock (i) immediately prior to the closing of the Company’s firm commitment underwritten initial public offering

resulting in at least $40,000,000 gross proceeds to the Company (a “Qualified IPO”), (ii) immediately prior to the closing

of the Company’s initial listing of its common stock on an international exchange by means of an effective registration statement

on Form S-1 that results in at least $40,000,000 of gross proceeds to the selling stockholders (a “Qualified Direct Listing”),

or (iii) upon the consummation of the Company’s merger, consolidation, share exchange or other transaction with a publicly traded

“special purpose acquisition company” resulting in a stock exchange listing (a “SPAC Transaction”).

of shares of common stock shall be determined by dividing (x) the outstanding principal balance of the Apimeds Korea Note plus accrued

but unpaid interest by (y) as applicable, (i) in case of a Qualified IPO, the per share price for which shares of common stock are initially

offered in the Qualified IPO as reflected in the final prospectus, (b) in case of a Qualified Direct Listing, the fist closing price of

the common stock on the first trading day, following the Qualified Direct Listing, and (c) in case of a SPAC Transaction, the price per

share of the successor entity that is established in connection with such SPAC Transaction.

If there shall be any Event of Default (as defined

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provided that the Company shall have 20 days from receipt of such notice to cure an Event of Default.

The occurrence of any one or

more of the following shall constitute an “Event of Default”:

(a) the Company fails to pay timely all or any part of

the principal amount or accrued interest due under the August 2021 Note, (b) the Company files any petition or action for relief

under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, or makes

any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing, or (c) an involuntary

petition is filed against the Company, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official)

is appointed to take possession, custody or control of any property of the Company.

The terms of the August 2021 Note may only

be amended with the written consent of both parties and my only be transferred upon its surrender to the Company for registration of transfer

or accompanied by a duly executed written instrument of transfer in the form satisfactory to the Company.

The occurrence of any one or more

of the following shall constitute an “Event of Default”:

(a) the Company fails to pay timely all or any part of the principal

amount or accrued interest due under the August 2021 Note, (b) the Company files any petition or action for relief under any bankruptcy,

reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, or makes any assignment for

the benefit of creditors or takes any corporate action in furtherance of any of the foregoing, or (c) an involuntary petition is filed

against the Company, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed

to take possession, custody or control of any property of the Company.

The terms of the August 2021 Note may only be amended

with the written consent of both parties and my only be transferred upon its surrender to the Company for registration of transfer or

accompanied by a duly executed written instrument of transfer in the form satisfactory to the Company.

On December 5, 2023, the Company and Apimeds Korea

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a South Korean company, and the parent company of Apimeds Korea, (“Inscobee”).

If not converted earlier, upon the closing of a Qualified Offering, the August 2021 Note will automatically convert

into approximately 179,283 shares of common stock.

If not converted earlier, upon the closing of a Qualified

Offering, the August 2021 Note will automatically convert into approximately 179,283 shares of common stock.

March 2022 Promissory Note

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note in the principal amount of $160,000 on March 21, 2022 (the “March 2022 Note”).

The March 2022 Note bears

interest at a rate equal to 5% per annum (the “Interest Rate”).

The March 2022 Note is due and payable on the earlier

of (i) the closing of an equity financing by the Company with gross proceeds to the Company of at least $3,000,000, or (ii) July 15,

The Company may prepay the March 2022 Note

at any time without penalty.

If any payment due on the March 2022 Note is not paid within five days after the amount becomes due,

the payment shall be considered in default and the interest rate will increase by an additional 5% on the defaulted payment amount and

Inscobee may also, in its sole discretion, without notice or demand, declare the entire unpaid principal balance plus accrued interest

due and payable immediately.

On December 5, 2023, the Company and Apimeds

Korea amended the March 2022 Note (the “March 2022 Note Amendment”) as follows:

the maturity date was extended

to the earlier of (i) December 31, 2026, or (ii) the consummation of a Qualified Offering.

Additionally, the March 2022 Note Amendment

provided for conversion of the note, including accrued and unpaid interest, at a conversion price of $2.60 per share as follows:

the option of the holder, in its sole discretion, in whole or in part, and (ii) mandatorily simultaneous with the consummation of

a Qualified Offering, in each case, into fully paid and nonassessable shares of common stock at the conversion price.

The March 2022 Note bears interest at

a rate equal to 5% per annum (the “Interest Rate”).

The March 2022 Note is due and payable on the earlier of (i) the closing

of an equity financing by the Company with gross proceeds to the Company of at least $3,000,000, or (ii) July 15, 2022.

The Company may prepay the March 2022 Note at any

time without penalty.

If any payment due on the March 2022 Note is not paid within five days after the amount becomes due, the payment

shall be considered in default and the interest rate will increase by an additional 5% on the defaulted payment amount and Inscobee may

also, in its sole discretion, without notice or demand, declare the entire unpaid principal balance plus accrued interest due and payable

On December 5, 2023, the Company and Apimeds Korea

amended the March 2022 Note (the “March 2022 Note Amendment”) as follows:

the maturity date was extended to the earlier of

(i) December 31, 2026, or (ii) the consummation of a Qualified Offering.

Additionally, the March 2022 Note Amendment provided

for conversion of the note, including accrued and unpaid interest, at a conversion price of $2.60 per share as follows:

(i) at the option

of the holder, in its sole discretion, in whole or in part, and (ii) mandatorily simultaneous with the consummation of a Qualified Offering,

in each case, into fully paid and nonassessable shares of common stock at the conversion price.

On June 12, 2024, Apimeds Korea assigned the March

2022 Note to Inscobee.

If not converted earlier, upon the closing of a Qualified Offering, the

March 2022 Note will automatically convert into approximately 70,002 shares of common stock.

If not converted earlier, upon the closing of a Qualified

Offering, the March 2022 Note will automatically convert into approximately 70,002 shares of common stock.

June 2022 Promissory Note

On June 3, 2022, the Company issued to Inscobee,

On June 3, 2022, the Company issued to Inscobee, Inc.

a South Korean company, and the parent company of Apimeds Korea, (“Inscobee”) a $100,000 promissory note (the “June

Interest on the outstanding principal balance of the Second Loan accrues at a rate equal to 5% per annum, and interest on

the outstanding principal balance of the First Loan shall accrue and be payable on the maturity date.

Interest on the outstanding principal balance of the Second Loan accrues at a rate equal to 5% per annum, and interest

on the outstanding principal balance of the First Loan shall accrue and be payable on the maturity date.

The maturity date was the earlier

of (i) the closing of an equity financing by the Company with gross proceeds to the Company of at least $3,000,000), and (ii) July 15,

On December 5, 2023, the Company and Inscobee

amended the June 2022 Note (the “June 2022 Note Amendment”) as follows:

the maturity date was extended to (i) December 31,

2026, or (ii) consummation of a Qualified Offering.

Additionally, the June 2022 Note Amendment

provided for conversion of the note, including accrued and unpaid interest, at a conversion price of $2.60 per share as follows:

the option of the holder, in its sole discretion, in whole or in part, and (ii) mandatorily simultaneous with the consummation of

a Qualified Offering, in each case, into fully paid and nonassessable shares of common stock at the conversion price.

Upon the closing of a Qualified Offering, the June 2022 Note

will automatically convert into approximately 43,361 shares of common stock.

On December 5, 2023, the Company and Inscobee amended

the June 2022 Note (the “June 2022 Note Amendment”) as follows:

the maturity date was extended to (i) December 31, 2026, or

(ii) consummation of a Qualified Offering.

Additionally, the June 2022 Note Amendment provided

for conversion of the note, including accrued and unpaid interest, at a conversion price of $2.60 per share as follows:

(i) at the option

of the holder, in its sole discretion, in whole or in part, and (ii) mandatorily simultaneous with the consummation of a Qualified Offering,

in each case, into fully paid and nonassessable shares of common stock at the conversion price.

Upon the closing of a Qualified Offering, the June

2022 Note will automatically convert into approximately 43,361 shares of common stock.

On June 12, 2024, the Company and Inscobee amended

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May 2024 Promissory Note

On May 20, 2024, the Company issued to Inscobee

a $100,000 promissory note (the “May 2024 Note”).

On May 20, 2024, the Company issued to Inscobee a

$100,000 promissory note (the “May 2024 Note”).

The May 2024 Note bears interest at a rate equal to 5% per annum (the “Interest

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proceeds to the Company of at least $3,000,000, or (ii) May 19, 2025.

The Company may prepay the May 2024 Note at any

time without penalty.

The Company may prepay the May 2024 Note at any time

without penalty.

If any payment due on the May 2024 Note is not paid within five days after the amount becomes due, the payment shall

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interest on the August 2024 Note will be repaid upon the closing of a Qualified Offering.

The Company may prepay the August 2024 Note at

any time without penalty.

The Company may prepay the August 2024 Note at any

time without penalty.

If any payment due on the August 2024 Note is not paid within five days after the amount becomes due, the payment

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March 2025 Promissory Note

On March 31, 2025, the Company received $250,000

in a promissory note (the “March 2025 Note”) agreement with Apimeds, Inc., one of its shareholders.

On March 31, 2025, the Company received $250,000 in

a promissory note (the “March 2025 Note”) agreement with Apimeds, Inc., one of its shareholders.

The Promissory Notes bear

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Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

Company may prepay the March 2025 Note at any time without penalty.

If any payment due on the March 2025 Note is not paid within five

days after the amount becomes due, the payment shall be considered in default and the interest rate will increase by an additional 5%

on the defaulted payment amount and may also, in its sole discretion, without notice or demand, declare the entire unpaid principal balance

plus accrued interest due and payable immediately.

The Company may prepay the March 2025 Note at any

time without penalty.

If any payment due on the March 2025 Note is not paid within five days after the amount becomes due, the payment

shall be considered in default and the interest rate will increase by an additional 5% on the defaulted payment amount and may also, in

its sole discretion, without notice or demand, declare the entire unpaid principal balance plus accrued interest due and payable immediately.

Cash Advance Loans

On October 5, 2022, November 10, 2022 and March 16,

16, 2023, Dr.

Christopher Kim, the Company’s Chairman and Chief Medical Officer and founder of Apimeds Korea, loaned the Company $9,900,

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These loans carried no interest and did not have a maturity date.

The loans were used for operating

The loans were used for operating purposes.

As of September 2023, all the loan amounts were repaid.

Policies and Procedures for Transaction with

Related Persons

It is the responsibility of our audit committee to review and approval

all related party transactions that would need to be disclosed pursuant to Item 404(a) of Regulation S-K (each a “Related Party

Transaction”).

The Board has adopted a related party transaction policy that makes up a part of the audit committee’s charter

(the “Related Party Transactions Policy”).

Policies and Procedures for Transaction with Related

It is the responsibility of our audit committee to

review and approval all related party transactions that would need to be disclosed pursuant to Item 404(a) of Regulation S-K (each a “Related

Party Transaction”).

The Board has adopted a related party transaction policy that makes up a part of the audit committee’s

charter (the “Related Party Transactions Policy”).

Pursuant to the Related Party Transactions Policy, each of the Company’s

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The Company’s Board has determined that Dr.

Bennet Weintraub

Hankil Yoon PhD, Carol O’Donnell and Elona Kogan, who together comprise a majority of the Board, are independent under

applicable rules and regulations of the SEC.

The Board made such independence determinations using the definition of independence set

forth in the rules of the NYSE American based on a review of transactions and relationships between each director or any member of his

or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other hand, as well as transactions

and relationships between each director or his affiliates, on the one hand, and members of the Company’s management or their affiliates,

on the other hand.

Bennett Weintraub, PhD, Carol O’Donnell, and Elona Kogan, who together comprise a majority of the Board, are independent under applicable

rules and regulations of the SEC.

The Board made such independence determinations using the definition of independence set forth in the

rules of the NYSE American based on a review of transactions and relationships between each director or any member of his or her immediate

family, on the one hand, and the Company and its subsidiaries and affiliates, on the other hand, as well as transactions and relationships

between each director or his affiliates, on the one hand, and members of the Company’s management or their affiliates, on the other

Principal Accountant Fees and Services

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All Other Fees

(1) Represents, for each year, fees for services related to the Company’s

annual financial statement audit and quarterly reviews.

Under its charter, the Company’s audit committee must review

and pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public accounting firm

and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by law or regulation.

The independent registered public accounting firm’s retention to audit the Company’s financial statements, including the associated

fee, is subject to approval each year by the audit committee.

The audit committee does not regularly evaluate potential engagements of

the independent registered public accounting firm and approve or reject such potential engagements.

At each audit committee meeting, the

audit committee receives updates on the services actually provided by the independent registered public accounting firm, and management

may present additional services for pre-approval.

The audit committee may delegate to the chairman of the audit committee the authority

to evaluate and approve engagements on behalf of the audit committee in the event that a need arises for pre-approval between regular

audit committee meetings.

If the chairman so approves any such engagements, he will report that approval to the full audit committee at

the next audit committee meeting.

The audit committee was established on February 7, 2025, and therefore, the Company’s audit committee

did not pre-approve all of the foregoing services.

Under its charter, the Company’s audit committee

must review and pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public

accounting firm and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by

law or regulation.

The independent registered public accounting firm’s retention to audit the Company’s financial statements,

including the associated fee, is subject to approval each year by the audit committee.

The audit committee does not regularly evaluate

potential engagements of the independent registered public accounting firm and approve or reject such potential engagements.

At each audit

committee meeting, the audit committee receives updates on the services actually provided by the independent registered public accounting

firm, and management may present additional services for pre-approval.

The audit committee may delegate to the chairman of the audit committee

the authority to evaluate and approve engagements on behalf of the audit committee in the event that a need arises for pre-approval between

regular audit committee meetings.

If the chairman so approves any such engagements, he will report that approval to the full audit committee

at the next audit committee meeting.

The audit committee was established on February 7,

Accordingly, audit and audit-related services rendered prior to February 7, 2025 were not pre-approved by the audit committee.

audit and audit-related services rendered after February 7, 2025, including services related to the audit of the Company’s financial

statements for the fiscal year ended December 31, 2025, were pre-approved by the audit committee in accordance with the foregoing procedures.

Exhibit and Financial Statement Schedules

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(1) All financial statements

Report of Independent Registered

Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Years Ended December

31, 2024 and 2023

Statements of Changes in Stockholders’ Equity

(Deficit) for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December

31, 2024 and 2023

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm (Kreit and Chiu CPA LLP (PCAOB Firm ID 6651))

Consolidated Balance Sheets December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes

in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2025, and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Consolidated Financial Statements

(2) Financial Statement Schedules

All financial statement schedules are omitted

because they are either inapplicable or not required, or because the required information is included in the Financial Statements or notes

thereto contained in this Annual Report on Form 10-K.

All financial statement schedules are omitted because

they are either inapplicable or not required, or because the required information is included in the Financial Statements or notes thereto

contained in this Annual Report on Form 10-K.

(3) Exhibits required by Item 601 of Regulation S-K

Agreement and Plan of Merger, dated December 1, 2025 (incorporated by reference to our Schedule 14C filed on February 27, 2026).

Securities Purchase Agreement, dated December 1, 2025 (incorporated by reference to our Schedule 14C filed on February 27, 2026).

Amendment No.

1 to Securities Purchase Agreement, dated December 8, 2025 (incorporated by reference to our Schedule 14C filed on February 27, 2026).

Amended and Restated Certificate of Incorporation of Apimeds Pharmaceuticals US, Inc.

(incorporated herein by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

(incorporated by reference to our Schedule 14C filed on February 27, 2026).

Amended and Restated Bylaws of Apimeds Pharmaceuticals US, Inc.

(incorporated by reference to our Schedule 14C filed on February 27, 2026).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Apimeds Pharmaceuticals US, Inc.

(incorporated by reference to our Schedule 14C filed on February 27, 2026).

Description of Securities.

Letter Agreement by and between Apimeds Pharmaceuticals US, Inc.

and Apico Inc., dated November

3, 2021 (incorporated herein by reference to Exhibit 10.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

Business Agreement by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds Inc., dated August 2, 2021 (incorporated herein by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed on September 25, 2024).

Assignment Agreement by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds Inc., dated October 12, 2021 (incorporated herein by reference to Exhibit 10.3 to our Registration Statement on Form S-1 filed on September 25, 2024).

Apimeds Pharmaceuticals US, Inc.

2024 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to our Registration Statement on Form S-1 filed on September 25, 2024).

Business Establishment Agreement by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds Inc., dated March 3, 2020 (incorporated herein by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed on September 25, 2024).

August 2021 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds Inc., dated August 30, 2021 (incorporated herein by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed on September 25, 2024).

Amendment to the August 2021 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds Inc., dated December 5, 2023 (incorporated herein by reference to Exhibit 10.7 to our Registration Statement on Form S-1 filed on September 25, 2024).

March 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds Inc., dated

March 21, 2022 (incorporated herein by reference to Exhibit 10.8 to our Registration Statement on Form S-1 filed on September 25,

Amendment to the March 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds Inc., dated December 5, 2023 (incorporated herein by reference to Exhibit 10.9 to our Registration Statement on Form S-1 filed on September 25, 2024).

June 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Inscobee Inc., dated June 3, 2022 (incorporated herein by reference to Exhibit 10.10 to our Registration Statement on Form S-1 filed on September 25, 2024).

Amendment to the June 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Inscobee Inc., dated December 5, 2023 (incorporated herein by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed on September 25, 2024).

Intellectual Property Assignment Agreement by and between Apimeds Pharmaceuticals US, Inc.

and Christopher Kim, dated October 12, 2021 (incorporated herein by reference to Exhibit 10.12 to our Registration Statement on Form S-1 filed on September 25, 2024).

Patent License Agreement by and between Apimeds Pharmaceuticals US, Inc.

Christopher Kim, dated October 12, 2021 (incorporated herein by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed on September 25, 2024).

Employment Agreement dated September 21, 2023 between Apimeds Pharmaceuticals US, Inc.

and Erik Emerson (incorporated herein by reference to Exhibit 10.14 to our Registration Statement on Form S-1 filed on September 25, 2024).

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.15 to our Registration Statement on Form S-1 filed on September 25, 2024)

Loan Agreement by and between Apimeds Pharmaceuticals US, Inc.

Christopher Kim, dated October 5, 2022 (incorporated herein by reference to Exhibit 10.16 to our Registration Statement on Form S-1 filed on September 25, 2024).

Loan Agreement by and between Apimeds Pharmaceuticals US, Inc.

Christopher Kim, dated November 10, 2022 (incorporated herein by reference to Exhibit 10.17 to our Registration Statement on Form S-1 filed on September 25, 2024).

Loan Agreement by and between Apimeds Pharmaceuticals US, Inc.

Christopher Kim, dated March 16, 2023(incorporated herein by reference to Exhibit 10.18 to our Registration Statement on Form S-1 filed on September 25, 2024).

Advisory Agreement by and between Apimeds Pharmaceuticals US, Inc.

and Murdock Capital Partners, dated September 8, 2023 (incorporated herein by reference to Exhibit 10.19 to our Registration Statement on Form S-1 filed on September 25, 2024).

May 2024 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Inscobee Inc., dated May 20, 2024 (incorporated herein by reference to Exhibit 10.20 to our Registration Statement on Form S-1 filed on September 25, 2024).

Convertible Note Assignment Agreement (August 2021 Promissory Note), by and between Apimeds Pharmaceuticals US, Inc., Apimeds, Inc., and Inscobee Inc., dated June 12, 2024 (incorporated herein by reference to Exhibit 10.21 to our Registration Statement on Form S-1 filed on September 25, 2024).

Convertible Note Assignment Agreement (March 2022 Promissory Note), by and between Apimeds Pharmaceuticals US, Inc., Apimeds, Inc., and Inscobee Inc., dated June 12, 2024 (incorporated herein by reference to Exhibit 10.22 to our Registration Statement on Form S-1 filed on September 25, 2024).

Amended Amendment to the June 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Inscobee Inc., dated June 12, 2024 (incorporated herein by reference to Exhibit 10.23 to our Registration Statement on Form S-1 filed on September 25, 2024).

CFO Consulting Agreement, by and between Apimeds Pharmaceuticals US, Inc.

and Mark Corrao, dated October 4, 2024 (incorporated herein by reference to Exhibit 10.24 to our Registration Statement on Form S-1 filed on September 25, 2024).

August 2024 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Inscobee Inc., dated August 19, 2024 (incorporated herein by reference to Exhibit 10.25 to our Registration Statement on Form S-1 filed on September 25, 2024).

March 2025 Promissory Note by and between Apimeds Pharmaceuticals US, Inc.

and Apimeds, Inc., dated March 21, 2025.

2024 Equity Incentive Plan (incorporated by reference to our Schedule 14C filed on February 27, 2026).

Amendment to the Apimeds Pharmaceuticals US, Inc.

2024 Equity Incentive Plan (incorporated by reference to our Schedule 14C filed on February 27, 2026).

Apimeds Pharmaceuticals US, Inc.

2025 Equity Incentive Plan (incorporated by reference to our Schedule 14C filed on February 27, 2026).

Settlement Agreement (incorporated by reference to our Current Report on Form 8-K filed on May 3, 2026).

Side Letter (incorporated by reference to our Current Report on Form 8-K filed on May 3, 2026).

Forbearance Agreement (incorporated by reference to our Current Report on Form 8-K filed on May 3, 2026).

Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 99.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

Insider Trading Policy.

Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

Subsidiaries of the Registrant.

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized.

APIMEDS PharmaCEUTICALS US, Inc.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange

Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and

on the dates indicated.

Chief Executive Officer

(Principal Executive Officer)

/s/ Erick Frim

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Bennett Weintraub, PhD

/s/ Carol O’Donnell

Carol O’Donnell

/s/ Elona Kogan

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:

Financial Statements

Balance Sheets as of December 31, 2024 and 2023 F-3

Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4

Statements of Changes in Stockholders’ Equity (deficit) for the Years Ended December 31, 2024 and 2023 F-5

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-6

Notes to Financial Statements F-7

Contents Page

Report of Independent Registered Public Accounting Firm (Kreit and Chiu CPA LLP (PCAOB Firm ID 6651 )) F-2

Consolidated Balance Sheets December 31, 2025 and 2024 F-3

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4

Consolidated Statements of Changes

in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2025, and 2024 F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6

Notes to Consolidated Financial Statements F-8

Report of Independent Registered Public Accounting

1 unchanged sentence

Apimeds Pharmaceuticals US, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Apimeds Pharmaceuticals

as of December 31, 2024 and 2023, and the related statements of operations, changes in shareholders’ equity (deficit),

and cash flows for each of the two years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Apimeds Pharmaceuticals

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years then ended,

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Apimeds Pharmaceuticals US, Inc.

(the “Company”) as of December 31, 2025, and 2024, and the related consolidated

statements of operations, statements of changes in shareholders’ equity (deficit), and cash flows for each of the two years in the

period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December

31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming

that the entity will continue as a going concern.

As discussed in Note 1 to the financial statements, the entity has suffered

recurring losses from operations and has accumulated deficit that raise substantial doubt about its ability to continue as a going

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements,

the Company has suffered recurring losses from operations and negative cash flows from operations which raise substantial doubt about its ability to

continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the entity’s

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent

with respect to Apimeds Pharmaceuticals US, Inc.

in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

Apimeds Pharmaceuticals US, Inc.

is not required to have, nor were we engaged

These consolidated financial statements are the

responsibility of the entity’s management.

Our responsibility is to express an opinion on these consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal

control over financial reporting.

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable

basis for our opinion.

/s/ Kreit & Chiu CPA LLP

We have served as Apimeds Pharmaceuticals US, Inc.’s auditor since

We have served as the Company’s auditor

New York, New York

April 15, 2025

Apimeds Pharmaceuticals US, Inc.

1 unchanged sentence

Current assets:

Prepaid expenses and other current assets

Cash & Cash Equivalents

Restricted Cash

Short Term Investments

Prepaid Expenses

Other Current Assets

Total current assets

Liabilities and shareholders’ equity (deficit)

Digital assets, at fair value

Long-term portion of prepaid expenses

Operating Lease ROU Asset

Property and Equipment, net

$ 164,183,736

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable and accrued expenses

Accrued offering costs

Accrued interest - related party

1 unchanged sentence

Notes payable - related party

Derivative Liability

Convertible Notes, net

Operating Lease Liability

Total current liabilities

Convertible note - related party

Long-term liabilities

Long-Term Portion of Operating Lease Liability

Long-term convertible notes payable – related party

Total liabilities

Commitments and contingencies (note 6)

Shareholders’ equity (deficit):

Commitments and contingencies

Shareholders’ equity:

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

none issued and outstanding as of December 31, 2024 and December 31, 2023

7,477,017 and none issued and outstanding at December 31,2025 and 2024, respectively

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

7,903,850 issued and outstanding as of December 31, 2024 and December 31, 2023

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

Additional paid-in capital

Accumulated deficit

Retained Earnings (Deficit)

( 10,393,061 )

2 unchanged sentences

( 1,358,121 )

Total liabilities and shareholders’ equity (deficit)

The accompanying notes

are an integral part of these financial statements.

Pharmaceuticals US, Inc.

of Operations

Total liabilities and shareholders’ equity

$ 164,183,736

The accompanying notes are an integral part of these consolidated financial statements.

Apimeds Pharmaceuticals US, Inc.

Consolidated Statements of Operations

For the year ended

2 unchanged sentences

General and administrative expenses

Total operating expenses

Loss from operations

( 11,912,562 )

Other (expenses) income

( 1,275,095 )

Other income (expense)

Unrealized gain from changes in fair value of digital assets

Realized gain on sale of digital assets

Trading gains, net

Foreign currency gains/(losses), net

Change in FV of warrant liability

Change in FV of derivative

Interest income

Interest expense

Total other expense

Total other income (expense)

$ ( 6,001,137 )

$ ( 1,389,990 )

Weighted average shares outstanding

Basic and diluted loss per share

The accompanying notes

are an integral part of these financial statements.

Pharmaceuticals US, Inc.

of Changes in Shareholders’ Equity (Deficit)

Net loss per common share - basic and diluted

Weighted average common shares outstanding

The accompanying notes are an integral part of these consolidated financial statements.

Apimeds Pharmaceuticals US, Inc .

Consolidated Statement of Changes in Shareholders

Equity (Deficit)

Preferred Stock

Number of Shares

Paid-in capital

Balance at December 31, 2023

$ ( 3,001,934 )

Net loss for the period ended December 31, 2024

( 1,389,990 )

Stock-based compensation expense

Issuance of shares to shareholders

Embedded conversion feature of convertible notes

( 1,389,990 )

Balance at December 31, 2024

1 unchanged sentence

( 1,358,121 )

Stock-based compensation - stock options

Stock-based compensation – common stock grants

Conversion of convertible debt - related party

Issuance of Representative Warrants in connection with IPO

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

Issuance of Representative Warrants in connection with IPO

Issuance of Advisory Warrants in connection with Merger

Issuance of preferred stock in Merger

Net loss for the period ended December 31, 2025

( 6,001,137 )

Balance at December 31, 2025

1 unchanged sentence

$ ( 10,393,061 )

The accompanying notes

are an integral part of these financial statements.

$ 153,347,827

The accompanying notes are an integral part of these consolidated financial statements.

Apimeds Pharmaceuticals US, Inc.

Statements of Cash flows

Consolidated Statements of Cash Flows

For the years ended

3 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation expense

Accrued interest expense -

related parties

Accretion expense

Stock based compensation - Common Stock Grants

Stock based compensation - stock options and warrants

Change in fair value of warrant liability

Change in fair value of derivative liability

Depreciation expense

Interest expense

Unrealized gain from changes in fair value of digital assets

( 6,009,838 )

Non-cash digital asset operating expenses

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

( 2,413,087 )

Accounts payable and accrued expenses

Net cash used in operating activities

( 8,925,777 )

Cash flows from investing activities:

Net cash provided by investing activities

Cash from short term investments

( 2,000,000 )

Restricted cash

( 8,000,000 )

Purchases of PP&E

Cash paid to acquire operating lease

Cash acquired in accordance with merger

Net cash used in investing activities

( 10,060,351 )

Apimeds Pharmaceuticals US, Inc.

Consolidated Statements of Cash Flows

For the years ended

Cash flows from financing activities:

Cash proceeds from issuance of common stock in IPO

Proceeds from notes payable - related parties

Proceeds from PIPE convertible note

Payment of debt issuance costs

Cash advances from related parties

Cash advances paid to related parties

Issuance of shares for cash received

Net cash provided by financing activities

Net (decrease) increase in cash

Cash, beginning of year

Cash, end of year

The accompanying notes are an integral part

of these financial statements.

Net increase (decrease) in cash, cash equivalents

Cash, cash equivalents, beginning of period

Restricted cash

Cash, cash equivalents, and restricted cash, end of period

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for taxes

Non-cash investing and financing activities:

Net Assets Acquired in the Merger

Operating Lease

Reconciliation of cash, cash equivalents, and restricted cash:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

The accompanying notes are an integral part of these

consolidated financial statements

Note 1 ORGANIZATION AND DESCRIPTION OF BUSINESS

Apimeds Pharmaceuticals US, Inc.

Notes to Financial Statements

DESCRIPTION OF BUSINESS

Business Description

Apimeds Pharmaceuticals

(the “Company” or “Apimeds”) was formed as a corporation in May 2020 and was incorporated in the State

On August 21, 2021, Apimeds Inc., the shareholder of the Company (“Apimeds Korea”), and Apimeds Pharmaceuticals

entered into the business agreement, under which the Company was designated to operate a pharmaceutical business which provides

the biological drug named Apitox™ to clients in the biological drug commercial transaction area.

is a clinical stage company that is in the process of developing Apitox™, a proprietary intradermally administered bee venom-based

toxin which completed a positive Phase 3 trial for the treatment of pain associated with Osteoarthritis in 2018 and is now proceeding

with FDA discussions on next steps in approval.

In the future, the Company plans to investigate potential uses for Apitox™ for in

treating multiple sclerosis (“MS”), and intends to conduct non-registered corporate sponsorship studies to identify appropriate

MS patient populations.

Apitox™ is currently marketed

and sold by Apimeds Korea in South Korea (Republic of Korea) as “Apitoxin” for the treatment of osteoarthritis.

holds the majority of the Company’s outstanding common stock and is a subsidiary of Inscobee Inc.

(“Inscobee”).

The success of the Company is dependent on obtaining

the necessary regulatory approvals of its product candidates, marketing its products and achieving profitable operations.

The continuation

of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s

ability to successfully complete these activities and to obtain additional financing through a combination of financing activities and

It is not possible to predict either the outcome of future research and development or commercialization programs, or the

Company’s ability to fund these programs.

Going Concern

The Company has evaluated whether there are any

conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within

one year beyond the issuance date of these financial statements.

As of December 31, 2024, the Company had accumulated losses amount to

$ 4,391,924 .

The Company incurred net losses of $ 1,389,990 for the year ended December 31, 2024, and expects to continue to incur substantial

losses in the future.

Based on such conditions and the Company’s current plans, which are subject to change, management believes

that the Company’s existing cash as of December 31, 2024, is not sufficient to satisfy its operating cash needs for 12 months from

the issuance date of the report

The accompanying financial statements have been

prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement

of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability

and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability

to continue as a going concern.

If the Company is unable to obtain sufficient

financial resources, its business, financial condition and results of operations will be materially and adversely affected.

affect future development and business activities and potential future clinical studies and/or other future ventures.

There can be no

assurance that the Company will be able to obtain the needed financing on acceptable terms or at all.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company has prepared its financial statements

in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) as found in the

Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) promulgated by the Financial

Accounting Standards Board (“FASB”).

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 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.

Fair Value Measurement

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 — Quoted

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar

assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3 — Unobservable

inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Common Stock 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 was automatically be 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 financial statements and footnotes

have been retrospectively adjusted for the reverse split.

Concentrations of Credit Risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the federal

depository insurance corporation limit of $ 250,000 .

As of December 31, 2024, 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

Operating segments are identified as components

of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker

(“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance.

The Company has

one operating 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 December 31, 2024 and 2023, the

Company had no cash equivalents.

Accrued Expenses

Accrued expenses consist of accrued interest for

the convertible and promissory notes held with related parties, monies owed to vendors, as well as others, such as the taxing authority

and employees.

As December 31, 2024, and 2023, the accounts payable

and accrued expenses balance consists of the following:

As of December 31,

Professional fees payable

Accrued compensation

The Company evaluates and accounts for conversion

options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable U.S.

GAAP requires companies to bifurcate

conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain

The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument

are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that

embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other U.S.

GAAP with changes

in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument

would be considered a derivative instrument.

The Company accounts for convertible instruments

(when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows:

records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based

upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective

conversion price embedded in the note.

Debt discounts under these arrangements are accreted over the term of the related debt to their

stated date of redemption.

If a security or instrument becomes convertible

only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion

terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized

when the triggering event occurs and contingency has been resolved.

All patent-related costs incurred in connection

with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure.

Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations.

The Company accounts for a contract as a lease

when it has the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic

The Company determines the initial classification and measurement of its right-of-use assets (“ROU”) and lease liabilities

at the lease commencement date and thereafter if modified.

ROU assets and liabilities are to be represented on the balance sheet at the

present value of future minimum lease payments to be made over the lease term.

The Company has elected as an accounting policy not to

apply the recognition requirements in ASC 2016-02, Leases (“ASC 842”) to short-term leases.

Short-term leases are leases

that have a term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain

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

As of December

31, 2024 and 2023, the Company did not have leases that qualified as ROU assets.

Related Parties

The Company follows ASC 850, “ Related Party Disclosures” for

the identification of related parties and disclosure of related party transactions.

General and Administrative

General and administrative expenses consist primarily

of management personnel costs, professional service fees, and other general overhead and facility costs, including rent and insurance,

which relate to the Company’s general and administrative functions.

(“APUS” or the “Company”)

is a development-stage biopharmaceutical company incorporated in the State of Delaware as a C-Corporation.

The Company is focused on the

development of Apitox, a purified honeybee venom-based drug for the treatment of acute pain and inflammation associated with knee osteoarthritis.

On December 1, 2025, the Company completed a merger (the “Merger”) with MindWave Innovations Inc.

(“MindWave”), whereby

MindWave became a wholly owned subsidiary of the Company (see Note 4).

In connection with the Merger, the Company acquired digital assets,

including Bitcoin (“BTC”), Tether (“USDT”), and MindWaveDAO NILA tokens (“NILA Tokens”), and assumed certain

operations related to digital asset activities.

The Company operates its biopharmaceutical business through Lokahi Therapeutics

(“Lokahi”), a wholly owned subsidiary.

As of December 31, 2025, the Company’s corporate structure is as follows:

● APUS — Public parent and SEC registrant (Delaware C-Corporation)

o Lokahi Therapeutics Inc.

(“The BioBusiness”) :

Wholly owned subsidiary;

operates the BioBusiness segment

o MindWave Innovations Inc.:

(acquired December 1, 2025);

operates the digital asset segment

The Company has not yet generated revenue from its biopharmaceutical operations

and is subject to the risks and uncertainties common to development-stage companies in the biotechnology industry.

Note 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in

accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules

and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts

of the Company and its wholly owned subsidiaries, Lokahi Therapeutics Inc.

and effective December 1, 2025, MindWave Innovations Inc.

intercompany balances and transactions have been eliminated in consolidation.

The results of operations MindWave are included in the consolidated

financial statements from the date of acquisition, December 1, 2025, through December 31, 2025.

Prior-period amounts reflect the operations

of the BioBusiness only.

(b) Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting

Significant estimates include, but are not limited to, the fair value of consideration transferred and net assets acquired in

the Merger, the fair value of digital assets, the fair value of stock-based compensation awards, the fair value of warrants, the valuation

allowance on deferred tax assets, and the assessment of the Company’s ability to continue as a going concern.

Actual results could

differ materially from those estimates.

In accordance with ASC 280, Segment Reporting, the Company has determined

that it operates as two segments:

(i) the BioBusiness segment, which advances the Company’s lead product candidate, Apitox, and related

preclinical and translational research activities;

and (ii) the Digital Assets segment, which encompasses the Company’s digital asset

holdings (Bitcoin, Tether, and NILA Tokens) acquired in connection with the MindWave acquisition and the activities associated with the

MindWaveDAO ecosystem.

The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer , regularly

reviews discrete financial information for each segment, including key segment expenses, and segment loss, for purposes of making operating

decisions, allocating resources, and evaluating financial performance.

The following tables present the Company’s segmented results for the years

ended December 31, 2025.

The Company has two reportable segments:

The BioBusiness segment and the Digital Assets segment.

merger transaction (See note 4), the Company operated entirely as a biopharmaceutical entity, therefore all activity operating expenses

before the date December 1, 2025, have been consolidated to the BioBusiness segment of operations.

In accordance with transaction accounting

(See note 4), The segmented results below reflect the results of MindWave Innovations Inc.

from December 1, 2025, the date of acquisition,

with all pre-acquisition equity balances eliminated in consolidation.

For the Year ended December 31, 2025

Digital Asset

Operating expenses:

Research and development

Research and development expenses consist primarily

of consulting, regulatory and manufacturing related costs, third-party license fees and external costs of vendors engaged to conduct preclinical

development activities.

These costs are expensed as incurred and non-refundable prepayments for goods or services that will be used or

rendered for future research and development activities are deferred and capitalized in prepaid expenses and other current assets.

The Company enters into arrangements with contract

research organizations in connection with pre-clinical and clinical trials.

Such arrangements often provide for payment prior to commencing

the project or based upon predetermined milestones throughout the period during which services are expected to be performed.

the process of preparing the Company’s financial statements, management is required to estimate prepaid and accrued clinical trial

The date on which services commence, the level of services performed on or before a given date, and the cost of such services

are often determined based on subjective judgments informed by the facts and circumstances known to management from the terms of the contract

and the Company’s ongoing monitoring of service performance.

The Company makes these judgments based upon the facts and circumstances

known to management based on the terms of the contract and the Company’s ongoing monitoring of service performance.

In line with the guidance suggested under ASC

450, Contingencies and ASC 730, Research and Development, all research and development costs will be expensed as incurred.

Development and regulatory milestone payments are accounted for by estimating the probability of milestone achievement.

Stock Based Compensation

The Company accounts for share-based compensation

in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”),

which prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.

Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee

stock ownership plans and stock appreciation rights.

Share-based payments to employees, including grants of employee stock options, are

recognized as compensation expense in the financial statements based on the estimated grant date fair values.

That expense is recognized

over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period

(usually the vesting period).

The Company accounts for forfeitures as they occur.

The Company classifies share-based compensation expense

in its statements of operations in the same manner in which the award recipient’s cash compensation costs are classified.

Given the absence of an active market for the

Company’s equity, the Company and the board of directors were required to estimate the fair value of the Company’s common

stock and equity awards at the time of each grant.

The Company and the board of directors determined the estimated fair value of the Company’s

equity instruments based on a number of factors, including external market conditions affecting the pharmaceutical industry sector.

Company and the board of directors utilized various valuation methodologies in accordance with the framework of the American Institute

of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation,

to estimate the fair value of its equity instrument.

Each valuation methodology includes estimates and assumptions that require the Company’s

The Company accounts for income taxes using the

asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences

attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for

income tax reporting purposes and for operating loss and tax credit carryforwards.

Changes in deferred tax assets and liabilities are

recorded in the provision for income taxes.

The Company’s deferred tax assets and liabilities

are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered

A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all

or a portion of the deferred tax asset will not be realized.

The Company considers many factors when assessing the likelihood of future

realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available

and other relevant factors.

The Company records changes in the required valuation allowance in the period that the determination is made.

The Company assesses its income tax position and

records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information

available as of the reporting date.

For those tax positions where it is more likely than not that a tax benefit will be sustained, the

Company records the largest amount of tax benefit with a greater than 50 % likelihood of being realized upon ultimate settlement with a

taxing authority having full knowledge of all relevant information.

For those income tax positions where it is not more likely than not

that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements.

The Company records interest

and penalties related to uncertain tax positions, if applicable, as a component of income tax expense.

Basic and Diluted Loss per share

Basic loss per share data for each period presented

is computed using the weighted average number of shares of common stock outstanding during each such period.

Diluted net loss per share

is computed by giving effect to all potential shares of common stock to the extent they are dilutive.

The following table sets forth the number of potential

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

General and administrative

Total operating expenses

Loss from operations

( 8,811,746 )

( 3,100,816 )

( 11,912,562 )

Other income (expense), net:

Realized gain on sale of digital assets

Trading gains, net

Unrealized gain on digital assets

Change in FV of derivative

Change in FV of warrant liability

Interest income

Interest expense

Foreign currency transaction loss

Total other income (expense), net

$ ( 8,811,746 )

$ ( 6,001,137 )

(d) Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity

of three months or less at the date of acquisition to be cash equivalents.

Cash and cash equivalents consist primarily of amounts held

in demand deposit accounts .

(e) Digital Assets

Digital assets consist of Bitcoin (“BTC”), Tether (“USDT”),

and MindWaveDAO NILA tokens (“NILA Tokens”).

Effective upon the adoption of ASU 2023-08, Accounting for and Disclosure of

Crypto Assets , the Company accounts for in-scope crypto assets that meet the definition of an intangible asset and are fungible as

● BTC — Measured at fair value with changes in fair value recognized

in the consolidated statement of operations within “Unrealized gain (loss) on digital assets.” BTC meets the criteria of ASU

2023-08 and is classified within Level 1 of the fair value hierarchy based on quoted prices in active markets.

● USDT — Tether is a stablecoin pegged to the U.S.

measures USDT at fair value and classifies USDT within Level 1 of the fair value hierarchy based on quoted prices on active cryptocurrency

Because USDT is designed to maintain a stable value relative to the U.S.

dollar, changes in fair value are generally not material.

● NILA Tokens — The NILA Tokens are utility tokens issued within the

MindWaveDAO ecosystem.

NILA Tokens trade on a limited number of centralized cryptocurrency exchanges, primarily the NILA/USDT trading

The Company measures NILA Tokens at fair value and classifies them within Level 2 of the fair value hierarchy based on quoted prices

for identical or similar assets in markets that are not considered active due to the limited number of trading venues and relatively low

trading volume.

Gains and losses realized upon the sale of NILA Tokens are recognized within “Realized gain (loss) on sale of digital

assets” in the consolidated statement of operations.

Unsold NILA Tokens are remeasured at fair value at each reporting date, with

unrealized changes recognized within “Unrealized gain (loss) on digital assets” in the consolidated statement of operations.

The Company is not a broker-dealer, exchange, or investment company.

asset activities are limited to the holding, sale, and conversion of tokens acquired in the Merger accordingly, the digital assets are

classified as noncurrent in the accompanying consolidated balance sheet.

(f) Fair Value Measurements

The Company follows a three-level hierarchy for fair value measurements

Level 1 Quoted prices in active markets for identical

assets or liabilities that the Company can access at the measurement date

Level 2 Observable inputs other than quoted prices in

Level 3 Unobservable inputs requiring management estimates

(g) Mergers and Acquisitions

The Company accounts for mergers and acquisitions in accordance with ASC

805, Business Combinations.

Under this standard, the Company determines whether the acquiree meets the requirements to constitute a business

in accordance with ASC 805-10-55-5A.

If the acquiree meets the requirements to constitute a business, the acquisition method of accounting

is applied, whereby the results of operations of acquired businesses are included in the consolidated financial statements from the date

of acquisition.

The identifiable assets acquired and liabilities assumed are recognized at their estimated fair value at the acquisition

Regarding the merger transaction dated December 1, 2025, the acquiree, MindWave Innovations Inc, maintains substantially all fair

value of gross assets in a singular identifiable asset category.

Therefore, the transaction is accounted for as an asset acquisition wherein

the fair value of the net assets assumed by the company was determined to be equivalent to the Series A Convertible Preferred Stock issued

as consideration.

In accordance with an asset acquisition, no goodwill was recorded (See note 4).

(h) Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value

of equity awards measured at the grant date and recognized as expense over the requisite service period.

Stock-based compensation issued

to the employees of subsidiaries is recognized as a capital contribution from the Company to the respective subsidiaries (See note 8).

The Company classifies warrants as either equity or liabilities.

that are indexed to the Company’s own stock and meet the criteria for equity classification are recorded in stockholders’ equity.

previously classified as liabilities are measured at fair value each reporting period, with changes recognized within “Change in

fair value of warrant liabilities” in the consolidated statement of operations.

(j) Revenue Recognition

The Company has not generated revenue from its biopharmaceutical operations.

Proceeds from the sale of cryptocurrencies maintained by the Company, inclusive of USDT;

and NILA Tokens, are recognized as realized

gains or losses on sale of digital assets and are not considered revenue.

The Company classifies its leases as either operating or financing.

operating leases with terms greater than 12 months, at the commencement date, the Company recognizes a right-of-use (“ROU”)

asset and a corresponding lease liability.

The lease liability is measured at the present value of future lease payments, discounted using

the Company’s incremental borrowing rate when the rate implicit in the lease is not readily determinable.

For finance leases, the Company

will recognize an asset as property and equipment and a corresponding liability.

(l) Income Taxes

The Company accounts for income taxes using the asset and liability method.

Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial

statement carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is established when it is more likely than

not that some or all of the deferred tax assets will not be realized.

(m) Loss Per Share

Basic loss per share is computed by dividing net loss attributable to common

stockholders by the weighted average number of shares of common stock outstanding during the period.

Diluted loss per share is computed

similarly, except that the denominator includes potentially dilutive securities when their effect is dilutive.

For all periods presented,

diluted loss per share is the same as basic loss per share because the Company was in a net loss position, and the inclusion of potentially

dilutive securities would be anti-dilutive.

(n) Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration

of credit risk consist primarily of cash deposits and digital assets.

Cash is maintained at financial institutions in amounts that may

exceed federally insured limits.

The Company has not experienced any losses on such accounts.

(o) Deferred Offering Costs

Costs directly attributable to a proposed offering

of equity securities are deferred and recorded as an asset and charged against the proceeds of the offering.

In the event debt offering

costs are deferred, the unamortized balance is reflected as a debt discount to the principal value of the debt issued.

If the offering

is abandoned, deferred offering costs are charged to expense (See note 7).

Note 3 GOING CONCERN

The accompanying consolidated financial statements have been prepared

assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities

in the normal course of business.

Since inception, the Company has incurred recurring operating losses and negative cash flows from operations.

For the year ended December 31, 2025, the Company reported a net loss of $ 6,001,137 and used cash in operations of $ 8,925,777 .

As of December

Employee stock options

Convertible notes and interest

Emerging Growth Company

The Company intends to elect as an Emerging Growth Company, as defined

in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).

the JOBS Act, emerging growth companies can 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 financial statements may not be comparable to companies that comply with

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

Prior period reclassifications

We have reclassified certain amounts in prior

periods to conform with current presentation.

Accrued interest – related party in the amount of $ 68,878 , was reported within accounts

payable and accrued expenses at December 31, 2023, amd have been reclassified on the balance sheet and statement of cash flows.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact

of all Accounting Standard Updates.

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

or are expected to have minimal impact on the financial statements.

In November 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07 - Segment Reporting (ASC 280):

to Reportable Segment Disclosures, which enables investors to better understand an entity’s overall performance and assess potential

future cash flows through improved reportable segment disclosure requirements.

The amendments enhance disclosures about significant segment

expenses, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure

requirements for entities with a single reportable segment, and contain other disclosure requirements.

ASU 2023-07 is effective for annual

periods beginning after December 15, 2023.

The Company adopted ASU No.

2023-07 on December 31, 2024.

The adoption of the standard did

not result in any significant disclosure changes in the Notes to the Financial Statements.

In December 2023, the FASB issued ASU No.

Income Taxes – Improvements to Income Tax Disclosures (Topic 740) .

The amendments require that public business entities on

an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that

meet a quantitative threshold.

The amendments also require that all entities disclose on an annual basis the income taxes paid disaggregated

by jurisdiction.

The amendments eliminate the requirement for all entities to disclose the nature and estimate of the range of the reasonably

possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot

The amendments are effective for fiscal years beginning after December 15, 2024.

The amendments should be applied on a prospective

basis, although early adoption is permitted.

The Company is currently evaluating the potential impact adopting ASU 2023-09 will have on

the Company’s financial statements and related disclosures.

In November 2024, the FASB issued Accounting

Standards Update No.

2024-03, Disaggregation of Income Statement Expenses .

This guidance will require additional disclosures

and disaggregation of certain costs and expenses presented on the face of the income statement.

The amendments are effective for annual

reporting periods beginning after December 15, 2026 and interim reporting period beginning after December 15, 2027 with early adoption

The Company is currently evaluating the impact of this new guidance to our financial statements.

LICENSE AGREEMENTS

On August 2, 2021, the Company entered into a

business agreement with Apimeds Korea.

Under the agreement, the Company received the right to continue any clinical trial and acquire

the permits and approval necessary from the U.S.

Food and Drug Administration.

The Company will pay Apimeds Korea a royalty of 5 % of the

earnings before interest and taxes, delivered from the sale or license of Apitox less any credits and charges, however, the royalty terms

shall not apply when shares of the Company are transferred or sold through merger, acquisition, or share transfer agreement to a third

On October 12, 2021, the Company entered into

an exclusive patent license agreement with Apimeds Korea, a shareholder of the Company.

Under the agreement, the Company was granted the

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

The agreement shall commence 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 .

2022 Convertible notes (amended from notes

payable) – related parties

On March 21, 2022, the Company entered into a

promissory note agreement in the amount of $ 160,000 with Inscobee, one of its shareholders.

On June 3, 2022, the Company received an

additional $ 100,000 from Inscobee, as part of another promissory note agreement (together as “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 their

promissory notes to be convertible and extended the maturity date of the convertible notes with the related parties to be the earlier

of (i) December 31, 2026 or (ii) consummation of a qualified offering.

The notes are convertible at a price of $ 1 per share.

of convertible notes and cancellation of the old promissory notes was accounted for as a debt extinguishment that did not result in a

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 %, current stock price of $ 1.96 , expected dividend yield of 0 % and a risk-free rate of return of

The resulting value of the convertible option of $ 158,099 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 41.4 %.

As of December 31, 2024 and 2023, there was accrued

interest in connection to the 2022 Convertible Notes of $ 34,745 and $ 22,137 , respectively.

Interest expenses were $ 12,608 and $ 13,000

for the years ended December 31, 2024 and 2023, respectively, and are included within accrued interest - related party on the accompanying

balance sheet.

There was accretion on the note’s debt discount of $ 31,569 and $ 1,997 for the years ended December 31,

2024 and 2023.

31, 2025, the Company had an accumulated deficit of $ 10,393,061 , cash and cash equivalents of $ 1,636,655 , and working capital of $ 3,277,403 .

The measurement of working capital for The Company excludes the fair value of aggregate digital assets, primarily consisting of Bitcoin,

and is not subject to liquidity and volatility risks consistent with cryptocurrency with regards to working capital.

The Company has not

generated revenue from its biopharmaceutical operations and expects significant manufacturing costs in association with continued development

of the BioBusiness’ lead asset, Apitox, to be incurred in the first quarter and onward into 2026.

The Company does receive proceeds

in the form of USDT from the sale of NILA tokens, which are used, in part, to satisfy select operating expenses directly related to the

digital asset segment of the business.

However, these proceeds are not sufficient to sustain the Company’s operations for the twelve

months following issuance of these financial statements.

In addition, proceeds from the PIPE convertible note offering have been dispersed

with allocation described within (see note 7).

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans to mitigate these conditions include:

(i) continuing sales of NILA Tokens for USDT to ensure

immediate liquidity to digital asset operations (ii) pursuing access to future PIPE convertible note proceeds;

(iii) seeking additional

equity or debt financing;

and (iv) implementing cost reduction measures.

There can be no assurance that the Company will be successful

in implementing these plans.

The consolidated financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

Note 4 ACQUISITION OF MINDWAVE INNOVATIONS

Description of the Transaction

On December 1, 2025, Apimeds Pharmaceuticals US,

Inc, a Delaware corporation (the Company or “Apimeds”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

with (i) Apimeds Merger Sub, Inc., a Delaware corporation, (ii) MindWave Innovations Inc, a Delaware corporation (“MindWave”),

(iii) Lokahi Therapeutics, Inc., a Nevada corporation, and (iv) Erik Emerson, solely in his capacity as representative for the BioBusiness.

Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.

On December 10, 2025, the Merger

Agreement was amended to correct scrivener’s errors in the original document.

Pursuant to the terms and conditions of the Merger

Agreement, a certificate of merger (the “Certificate of Merger”) was filed with the Secretary of State of the State of Delaware

(the “DE SOS”) (such time of the filing of the Certificate of Merger, the “Effective Time”), in accordance with

the General Corporation Law of the State of Delaware (the “DGCL”).

Pursuant to the Certificate of Merger, Merger Sub was

merged with and into the MindWave (the “Merger”), with the MindWave surviving the Merger as the Surviving Corporation.

a result of the Merger, the Company MindWave became a direct wholly owned subsidiary of the Company.

At the Effective Time, all the property,

rights, privileges, powers and franchises of MindWave and Merger Sub were vested in Apimeds Pharmaceuticals US, the Surviving Corporation,

and all the debts, liabilities and duties of the MindWave and Merger Sub became the debts, liabilities and duties of the Surviving Corporation.

The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date.

The Company determined that it is the accounting acquirer in the transaction

as the consideration issued does not provide MindWave with voting control of the combined entity, MindWave does not have the ability to

appoint members to the Company’s board of directors, and the senior management of the Company remains largely intact following the transaction.

In applying the concentration test practical expedient under ASC 805-10-55-5A,

the Company determined that substantially all the fair value of MindWave’s gross assets, approximately 99.9 %, is concentrated in digital

assets, which represents a group of similar identifiable assets.

Accordingly, the acquired set does not meet the definition of a business,

and the transaction has been accounted for as an asset acquisition under ASC 805-50.

The assets and liabilities of MindWave at the acquisition date were determined

to approximate fair value, as the digital assets held by MindWave are measured at fair value and remeasured each reporting period through

earnings, and the remaining assets and liabilities are short-term in nature such that their carrying values approximate fair value.

Consideration Transferred

As the transaction was consummated through the issuance of non-cash consideration

in the form of Series A Convertible Preferred Stock, which is not publicly traded and does not have a readily determinable market value,

the Company measured the transaction using the more readily determinable fair value of the net assets acquired in accordance with ASC

Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the identifiable assets

acquired and liabilities assumed as of the Closing Date.

Because the transaction was deemed an asset acquisition, as seen in “Description

of the Transaction” no goodwill was recorded.

Fair Value at

Assets acquired:

Cash and cash equivalents

Digital assets:

Total identifiable assets acquired

Liabilities assumed:

Accounts payable and accrued liabilities

Other liabilities

Total liabilities assumed

Net identifiable assets acquired

Total consideration transferred

$ 145,335,708

The allocation of the purchase price is based on management’s assessment

of the fair values of the identifiable assets acquired and liabilities assumed as of the Closing Date.

Non-Cash Consideration Disclosure

Pursuant to the terms and conditions of the Merger Agreement, Series A

Convertible Preferred Stock was issued to the respective owners of MindWave Innovations.

Being a non-cash transaction, the company used

the fair value of the net assets acquired by the company at the closing date of the merger, December 1, 2025, to measure the consideration

as the fair value of the assets was readily determinable.

The issuance of 7,477,017 shares of Series A Convertible Preferred Stock

with an aggregate fair value of $ 145,335,708 in connection with the Merger represents a non-cash investing and financing activity and

is disclosed in the supplemental schedule of non-cash activities accompanying the consolidated statement of cash flows.

The digital assets acquired in the Merger with an aggregate fair value

of $ 146,305,021 (consisting of BTC $ 90,838,200 , USDT $ 4,662,517 , and NILA Tokens $ 50,804,304 ) represent non-cash assets acquired in a

business combination.

Note 5 DIGITAL ASSETS AND TOKEN ACTIVITIES

As a result of the Merger, the Company acquired digital assets consisting

of BTC, USDT, and NILA Tokens on December 1, 2025.

The Company holds digital assets primarily for liquidity and volatility mitigation

purposes and is not a broker-dealer, exchange, or investment company.

Digital Asset Holdings

Activity During the Period (December 1, 2025, through December 31, 2025)

Balance acquired in Merger (12/1/2025)

Tokens sold (NILA for USDT)

( 4,251,507 )

( 2,429,392 )

Realized gain (loss) on sale of NILA Tokens

Unrealized gain (loss) recognized

$ ( 2,519,250 )

Balance at December 31, 2025

Realized Gains and Losses

During the period from December 1, 2025, through December 31, 2025, the

Company sold 4,251,507 NILA Tokens for aggregate proceeds of 1,822,115 USDT (approximately $ 1,822,115 ).

Realized gains and losses on the

sale of digital assets are presented within “Realized gain (loss) on sale of digital assets” in the consolidated statement of

Unrealized Gains and Losses

For the period from December 1, 2025, through December 31, 2025, the Company

recognized unrealized gains (losses) on digital assets of $ 1,812,348 , presented within “Unrealized gain (loss) on digital assets”

in the consolidated statement of operations.

Custody and Risks

The Company is exposed to risks inherent in

digital asset holdings, including price volatility, cybersecurity risks, regulatory uncertainty, and concentration risk.

does not insure its digital asset holdings against loss or theft.

USDT is a stablecoin that seeks to maintain a 1:1 peg with the

The Company is exposed to the risk that USDT could trade materially below its pegged value, that the USDT issuer

(Tether Limited) may not maintain adequate reserves, or that regulatory actions could affect the redeemability or value of USDT.

NILA Tokens trade on a limited number of centralized cryptocurrency exchanges.

The Company is exposed to liquidity risk, as there

can be no assurance that the Company will be able to sell NILA Tokens at prices equal to or exceeding their carrying value.

trading volumes for NILA Tokens have historically been modest, and significant sales by the Company could adversely affect the

trading price.

Cash Flow Statement Presentation

Proceeds from sales of digital assets are presented within investing activities

in the consolidated statement of cash flows.

Non-cash changes in the fair value of digital assets are reconciling items in the operating

activities section.

FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2025:

31, 2024 and 2023, the outstanding balance on the 2022 Convertible notes agreement, net of the unamortized debt discounts of $ 124,534

and $ 156,102 , was $ 135,466 and $ 103,898 , respectively.

2021 Convertible note – related party

On August 30, 2021, the Company received $ 400,000

in a convertible note agreement (“2021 Convertible Note”) with Apimeds Korea, one of its shareholders.

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.

The number of shares of common stock shall be determined by dividing (x)

the outstanding principal balance hereof plus accrued but unpaid interest by the first closing price on the first day of trading following

a Qualified Direct Listing.

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 %.

December 31, 2024 and 2023, there was accrued interest in connection with the 2021 Convertible Note of $ 66,137 and $ 46,740 , respectively,

and is included within accrued interest - related party on the accompanying unaudited condensed balance sheets.

Interest expense was $ 19,397

and 20,000 as of December 31, 2024 and 2023, respectively.

Accretion on the 2021 Convertible Note

discount was $ 48,385 for year ended December 31, 2024 respectively, which is included within interest expense on the unaudited condensed

Digital assets — BTC

Digital assets — USDT

Digital assets — NILA Tokens

Total assets at fair value

Warrant liabilities

Derivative liability

Total liabilities at fair value

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

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

Level 2 Valuation — NILA Tokens

NILA Tokens are classified within Level 2 of the fair value hierarchy.

The fair value of NILA Tokens is determined using quoted prices for the NILA/USDT trading pair on centralized cryptocurrency exchanges.

Although NILA Tokens have observable pricing on exchanges including LBank, the limited number of trading venues (two exchanges as of December

31, 2025) and relatively modest daily trading volume (ranging from approximately $ 200,000 to $ 350,000 in 24-hour volume) indicate that

the market does not meet the “active market” threshold required for Level 1 classification.

Management considers the exchange-quoted

prices to represent observable market inputs that are corroborated by transaction data, supporting Level 2 classification.

Level 3 Valuation — Derivative Liability

The derivative liability associated with the variable conversion feature

of the PIPE convertible note is classified within Level 3 of the fair value hierarchy.

The fair value is determined using a Monte Carlo

simulation wherein a probability-weighted scenario analysis incorporating the Company’s stock price, expected volatility, remaining term

of the note, and the contractual 20 % discount to the minimum volume-weighted average price over a five-day lookback period is run.

in the fair value of the derivative liability are recognized in other income (expense) in the consolidated statements of operations.

Level 3 Roll forward — Derivative Liability

Beginning Balance - December 31, 2024

Initial Recognition upon Issuance

Re-measurement adjustments:

Change in fair value of derivative liability

Ending balance – December 31, 2025

The change in fair value of derivative liability recognized in earnings

during the year ended December 31, 2025, was $ 55,146 and is included in “Change in FV of derivative liability” in the consolidated

statement of operations.

There was accretion on the 2021 Convertible

Note debt discount of $ 48,385 and $ 3,072 for the years ended December 31, 2024 and 2023.

As of December 31,

2024 and 2023, the outstanding balance on the 2021 Convertible Note, net of the unamortized debt discounts of $ 188,622 and $ 237,007 ,

was $ 211,378 and $ 162,993 , respectively.

Promissory Notes – Related Parties

20, 2024, the Company received $ 100,000 in a promissory note agreement with Inscobee Inc., one of its shareholders.

On Aug 19, 2024,

the Company received an additional $ 150,000 from Inscobee, as part of another promissory note agreement (together as “2024 Promissory

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.

As of December

31, 2024, there was accrued interest in connection with the 2024 Promissory Notes of $ 5,760 .

Interest expense was $ 5,760 for the year

ended December 31, 2024, and is included within accrued interest - related party on the accompanying

unaudited condensed balance sheet.

Short Term Borrowing

On July 19, 2024, the Company entered into a non-interest-bearing

loan agreement with a private lender for $ 20,000 .

The note matured on August 31, 2024 , or may be extended upon mutual agreement.

loan was paid off in full on August 27, 2024.

ADVANCE PAYABLE – RELATED PARTY

As of December 31, 2024, the Company received

$ 76,500 from an officer of the Company that is outstanding as of the year ended December 31, 2024.

In March 2023, the Company received $ 9,000 from

the officer and remitted $ 31,900 back to the officer, leaving a net balance of $ 22,900 as of December 31, 2023.

These advance payables carry no interest and do

not have a maturity date.

The cash proceeds from these advance payables were used for operating purposes.

COMMITMENTS AND CONTINGENCIES

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

is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss.

Legal proceedings are

subject to uncertainties, and the outcomes are difficult to predict.

Because of such uncertainties, accruals are based on the best information

available at the time.

As additional information becomes available, the Company reassesses the potential liability related to pending

claims and litigation.

As of December 31, 2024 and 2023, 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 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-Public Offering 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.

SHAREHOLDERS’ DEFICIT

As of December 31, 2024 and 2023, the Company

had 100,000,000 authorized shares of common stock, respectively, at a par value of $ 0.01 .

The Company had 7,903,850 common shares issued

and outstanding, as of December 31, 2024 and 2023, respectively.

Each Common share 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 financial

statements and footnotes have been retrospectively adjusted for the reverse split

Level 3 Roll forward — Warrant Liabilities

Beginning Balance - December 31, 2024

Advisor warrant liability incurred in connection with the IPO

Re-measurement adjustments:

Change in fair value of warrant liability

Re-classification to equity upon issuance of warrants

Ending balance – December 31, 2025

The change in fair value of warrant liabilities recognized in earnings

during the year ended December 31, 2025 (prior to reclassification) was $ 22,377 and is included in “Change in FV of warrant liability”

in the consolidated statement of operations.

Note 6 DEBT AND FINANCING ARRANGEMENTS

Convertible Notes

In connection with the merger, the company executed a securities purchase

agreement on December 1, 2025, of an aggregate maximum principal amount equal to $ 129,000,000 to be assigned in tranches, when or if the

company desires to exercise said tranches.

Each note is issued in the form of senior secured convertible notes to be converted into common

shares of the company stock at any time the investor (“ the buyer” ) elects to do so.

On the date December 8, 2025, the company executed the first, and only,

senior secured convertible note (“the note”) in connection with the securities purchase agreement disclosed herein

for a principal amount of $ 10,900,000 .

The gross issuance of the note was equal to $ 10,000,000 , of which, the company recorded issuance

costs of $ 1,446,000 (inclusive of $ 500,000 deferred offering costs) and a derivative liability addressing variable conversion terms equivalent

to $ 1,672,059 upon issuance of the note.

The note maintains an issuance date of December 8, 2025 and a maturity date one year from issuance,

December 8, 2026 .

Upon issuance, the Company disbursed a total amount of $ 1,104,000 to its respective subsidiary, MindWave Innovations,

and currently holds an amount of $ 8,000,000 in an investor-controlled Deposit Account Control Agreement wherein the Company does not possess

the ability to actively draw upon the dollar amount described.

This total of $ 8,000,000 is disclosed on the financial statements as restricted

cash, given the funding has not been released to the Company as of December 31, 2025, or the subsequent period thereafter.

In accordance

with one year maturity, the note net of issuance costs, derivative, and original issue discount, are recorded as a current liability.

Related Party Notes

On the date March 21, 2025, the Company was issued

an unsecured promissory note in the principal amount of $ 250,000 by Inscobee Inc.

(“Inscobee”), a stockholder of the Company.

The note bears interest at a rate of 5 % per annum, with principal and accrued interest due and payable on May 19, 2026.

The note is prepayable

by the Company at any time without penalty.

The note is classified as a current liability on the consolidated balance sheet based on the

May 19, 2026 maturity date.

The note is in addition to two notes issued by the same party in the previous year of 2024, combining to an

aggregate principal amount of $ 500,100 as of December 31, 2025.

At December 31, 2025, the company had an advance payable to its CEO of $ 12,000 reflected as advance payable related party on the accompanying

consolidated balance sheet.

Note 7 STOCKHOLDERS’ EQUITY

Authorized Capital

As of December 31, 2025, the Company’s authorized capital stock consisted

Shares Authorized

Preferred Stock

On December 5, 2023, the Company authorized 10,000,000

shares of preferred stock with a par value of $ 0.01 .

The rights and preferences of preferred shareholders have not been determined as

of the date of filing.

The Company had no preferred shares issued or outstanding as of the year ended December 31, 2024 and 2023, respectively.

Activity during the period ended December 31,

On September 7, 2023, the Company issued 1,923,076

shares of common stock of the Company to related parties for cash consideration in aggregate of $ 500,000 .

On December 5, 2023, the Company established a preferred

stock class by authorizing 10,000,000 shares with a par value of $ 0.01 .

On December 6, 2023, the Company issued 2,134,616

shares of common stock of the Company to related parties for cash consideration in aggregate of $ 555,000 .

STOCK-BASED COMPENSATION

Of the authorized preferred stock, 7,477,017 shares have been designated

as Series A Convertible Preferred Stock.

As of December 31, 2025, and the subsequent period thereafter, there were

12,575,983 shares of common stock issued and outstanding.

Series A Convertible Preferred Stock

In connection with the Merger (see Note 4), on December 1, 2025, the Company

issued 7,477,017 shares of Series A Convertible Preferred Stock to the former stockholders of MindWave Innovations.

The aggregate fair

value of the Series A Preferred Stock was equivalent to the fair value of the net assets acquired from MindWave.

The material terms of

the Series A Preferred Stock are as follows:

● Conversion:

Each share of Series A Preferred Stock is convertible into 20

shares of common stock, which convert automatically upon majority shareholder approval.

● Voting rights:

The Series A Preferred Stock does not maintain any voting

● Redemption:

The Preferred Stock issued is not redeemable

The Company evaluated the Series A Preferred Stock under ASC 480 and determined

that the instrument is classified in permanent equity based on the terms of the Merger.

The issuance of 7,477,017 shares of Series A Preferred

Stock at an aggregate fair value of $ 145,335,708 represents a non-cash financing activity and is disclosed in the supplemental schedule

of non-cash activities.

Note 8 STOCK-BASED COMPENSATION

Equity Incentive Plan

The Company maintains the 2024 Equity Incentive Plan (the “Plan”),

under which the Company may grant stock options, restricted stock units, and other equity awards to employees, directors, and consultants.

As of December 31, 2025, 2,096,679 shares were authorized for issuance under the Plan, of which 1,096,679 shares were granted in the form

of stock options, and 1,000,000 shares were issued to executives in the form of common stock.

The Plan currently maintains 0 shares available

for issuance.

Stock Option Activity

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

Issued and outstanding, December 31, 2024 213,692 $ 7.33 4.45

Granted 1,096,679 $ 1.94 9.70

Forfeited/Expired -

Issued and outstanding, December 31, 2025 1,310,371 $ 2.82 8.85

Exercisable at December 31, 2025 432,645 $ 4.57 7.04

Stock-Based Compensation Expense

Research and development

General and administrative

Total stock-based compensation

As of December 31, 2025, total unrecognized compensation cost related to

unvested awards was $ 1,121,242 , which is expected to be recognized over a weighted-average period of 2.56 years.

Parent Awards to Subsidiary Employees

Certain equity awards of the Company have been granted to employees who

are now employees of Lokahi Therapeutics (“the BioBusiness”).

Because there is no recharge arrangement (an agreement in which

the subsidiary reimburses the parent for the cost of stock-based awards granted to the subsidiary’s employees), between the Company and

the BioBusiness, the Company recognizes the stock-based compensation expense associated with these awards in its consolidated statement

of operations.

In the standalone financial statements of Lokahi, the expense is offset by a corresponding capital contribution from the

For the year end December 31, 2025, stock-based compensation of $ 38,055 was attributable to Lokahi employees.

Note 9 WARRANTS

Outstanding Warrants

As of December 31, 2025, the following warrants were outstanding:

Description Shares Exercise Price Classification

Representative Warrants 168,750 5.00 Equity

Representative Warrants 202,500 4.00 Equity

Advisory Warrants 745,663 1.78 Equity

Total 1,116,913

Reclassification from Liabilities to Equity

During the year ended December 31, 2025, the Company reclassified warrants

previously classified as liabilities to stockholders’ equity.

Prior to the reclassification, the warrants were measured at fair value

at each reporting date in accordance with ASC 815-40, with changes in fair value recognized within “Change in fair value of warrant

liabilities” in the consolidated statement of operations.

The reclassification occurred on August 5, 2025, as a result of official

On the date of reclassification, the warrants had a fair value of $ 161,554 , which was reclassified from warrant liabilities

to additional paid-in capital .

Fair Value Changes Prior to Reclassification

For the year ended December 31, 2025, the Company recognized a loss of

$ 22,377 related to the change in fair value of warrant liabilities (from January 1, 2025, through the reclassification date).

is included within “Change in fair value of warrant liabilities” in the consolidated statement of operations.

Note 10 Net Loss Per Share

The Company’s basic net loss per share is calculated by dividing net loss

by the weighted-average number of shares of common stock outstanding for the period.

Diluted net loss per share is computed by giving effect to all potential

shares of common stock, to the extent dilutive, including shares underlying the Series A convertible preferred shares, senior secured

convertible notes, stock options, and stock warrants.

Potential shares of common stock are excluded from the computation of diluted net

loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon

events that did not occur by the end of the period.

The following table encapsulates all potential shares of common stock that

were excluded from the computation of weighted-average diluted shares.

Common Share Equivalents

Series A convertible preferred shares ( 1:20 conversion ratio) 149,540,340

Stock options 512,620

On September 18, 2024, the Company adopted an equity incentive plan

for its employees, the Apimeds Pharmaceuticals US, Inc.

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

shares of common stock have initially been reserved for the issuance of awards under the 2024 Equity Incentive Plan with no stock options

granted or outstanding as of the issuance date of the financial statements.

On May 12, 2020, the Company granted one of its

executive officers a total of 213,692 nonqualified stock option awards issued outside of the 2024 Equity Incentive Plan.

stock options vested in three equal tranches of 71,231 on the grant anniversary date through May 12, 2023.

The shares have an exercise

price of $ 7.33 per share and expire in 10 years on May 12, 2030.

The following is a summary of stock options issued

and outstanding as of December 31, 2024 and 2023:

Options Weighted

Price Weighted

Life (in years) Aggregate

Outstanding as of December 31, 2023 213,692 $ 7.33 6.37 —

Outstanding as of December 31, 2024 213,692 $ 7.33 5.36 —

Exercisable as of December 31, 2024 213,692 $ 7.33 5.36 —

During the years ended December 31, 2024 and 2023,

there was $ 0 and $ 69,993 , respectively, of stock-based compensation recognized.

The options were valued utilizing the Black-Scholes

options pricing model with the following inputs:

0.20 % risk-free rate, 66.8 % volatility, 0 % dividend rate, vesting term of 3 years, and

the expected term of 6.5 years.

The total fair value of shares vested during each of the years ended December 31, 2023 was $ 69,993 .

As of December 31, 2024, there were no remaining

unrecognized compensation costs related to unvested options.

There were no income tax expenses reflected in

the results of operations for the years ended December 31, 2024 and 2023.

Year Ended December 31,

Net loss per book

Warrants 1,116,913

PIPE convertible note 8,307,927

Total anti-dilutive shares excluded 159,477,800

Note 11 LEASES

Operating Lease

On December 12, 2025, the Company entered into an operating lease for office

space located in San Diego California, United States.

The lease has a term of 3 years, commencing on January 1, 2026, and expiring on

December 31, 2028 .

The lease provides for monthly base rent of $ 5,940.90 , subject to annual escalation of 3 %.

The Company’s incremental

borrowing rate used to discount the lease liability was 5 %.

As of December 31, 2025, the Company had made only the initial signing

payment of $ 18,362 .

Remaining future lease payments had not yet commenced.

Balance Sheet Classification

Operating Lease

December 31, 2025

Right-of-use asset, net

Lease liability — current

Lease liability — non-current

Total lease liability

Operating lease cost

Short-term lease cost

Total lease cost

Future Minimum Lease Payments

Year Ending December 31, 2025

Total undiscounted lease payments

imputed interest

Present value of lease liabilities

Supplemental Information

Cash paid for amounts included in lease liabilities $ -

Weighted-average remaining lease term (years) 2.9

Weighted-average discount rate 5.0 %

Note 12 RELATED PARTY AND INTERCOMPANY TRANSACTIONS

Related Party Transactions

On March 21, 2025, the Company received $ 250,000 in loan proceeds from

Inscobee Inc.

(“Inscobee”), a majority stockholder of the Company, pursuant to an unsecured promissory note maturing on December

See note 7 for additional information regarding terms and conditions.

During the year, an officer of the Company advanced

the Company $ 250,000 the Company repaid this amount in full.

At December 31, 2025, the Company owed this officer $ 12,000 for additional

unreimbursed expenses.

Note 13 INCOME TAXES

Income Tax Expense (Benefit)

The Company recorded income tax expense (benefit) of $0 for the year ended

December 31, 2025.

Effective Tax Rate Reconciliation

The Company adopted Accounting Standards Update (ASU) 2023-09, “Improvements

to Income Tax Disclosures,” on a retrospective basis within its annual reporting for the year ended December 31, 2025.

of ASU 2023-09 resulted in enhanced disclosures related to the effective tax-rate reconciliation, including additional disaggregation

requirements prescribed by the standards.

During 2025, the Company elected accelerated amortization under the transition

provisions of the One Big Beautiful Bill Act for previously capitalized domestic research and experimental expenditures.

As a result of

accelerating the deduction of the remaining $ 252,981 of capitalized costs, the related deferred tax asset was fully reversed during the

For the years ended December 31,

Federal statutory tax rate

( 1,260,238 )

$ ( 291,898 )

Federal statutory income tax rate ( 21 %)

State income tax, net of federal benefit

State rate change

Permanent item

Prior period adjustment

Change in valuation allowance

The tax effects of temporary differences which

give rise to deferred tax assets (liabilities) are summarized as follows:

Year Ended December 31,

State and local income tax, net of federal income tax effect

Valuation allowance

Changes in valuation allowances

Nontaxable or nondeductible items

Accretion expense

Other Adjustments

Intangible true-up

Deferred Tax Assets and Liabilities

For the years ended

Net operating loss carry forwards

Stock based compensation

Accrued compensation

Capitalized research and development

Intangible assets

Right of use assets

Change in fair value of digital assets

Change in fair value of warrant liabilities

Change in fair value of derivatives

Total deferred tax assets

Valuation allowance

( 2,645,231 )

( 1,140,873 )

Net deferred tax assets

The Company had cumulative federal net operating losses of approximately

$ 2.85 million and state net operating losses of approximately $ 2.76 million, which do not expire but are subject to an 80 % utilization

against future taxable income.

In assessing the realization of deferred tax assets,

management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary

differences become deductible.

The Company has cumulative federal net operating losses of $ 9,473,032

and state net operating losses of $ 9,377,473 which do not expire but are subject to an 80 % utilization against future taxable income.

In assessing the realization of deferred tax assets, management considers

whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

The ultimate realization of deferred

tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.

The Company has provided

a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

The Company’s policy is to record interest

and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations.

As of December 31,

2024, the Company had no unrecognized tax benefits.

There were no changes in the Company’s unrecognized tax benefits during the

years ended December 31, 2024 and 2023.

The Company did not recognize any interest or penalties during the 2024 fiscal year related to

The Company has provided a full valuation allowance on

the deferred tax assets because of the uncertainty regarding its realizability.

The Company’s policy is to record interest and penalties associated

with unrecognized tax benefits as additional income taxes in the statement of operations.

As of December 31, 2025, the Company had no

unrecognized tax benefits.

SUBSEQUENT EVENTS

The Company evaluated subsequent events through

the issuance date of the financial statements and determined that there have been no subsequent events except those mentioned throughout

the footnotes that would require recognition in the financial statements or disclosure in the notes to the financial statements.

Subsequent to the year ended December 31, 2024,

the Company received an additional $ 17,000 from an officer of the Company as advance payable to the related patty.

2025 Promissory Note

31, 2025, the Company received $ 250,000 in a promissory note agreement with Apimeds, Inc., one of its shareholders.

The Promissory Notes

bear interest at 5 % per annum and mature on the earlier of (a) December 31, 2026 or (b) consummation of a Qualified Offering (the “Maturity

“Qualified Offering” shall mean an offering of Common Stock (and other securities potentially) resulting in

the listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global

Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

The Company may prepay the March 2025 Note at any time without penalty.

If any payment due on the March 2025 Note is not paid within five days after the amount becomes due, the payment shall be considered in

default and the interest rate will increase by an additional 5 % on the defaulted payment amount and may also, in its sole discretion,

without notice or demand, declare the entire unpaid principal balance plus accrued interest due and payable immediately.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized.

APIMEDS PharmaCEUTICALS US, Inc.

April 15, 2025

Chief Executive Officer

(Principal Executive Officer) t

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities

and on the dates indicated.

/s/ Erik Emerson

Chief Executive Officer and Director

April 15, 2025

(Principal Executive Officer)

/s/ Mark Corrao

Chief Financial Officer

April 15, 2025

(Principal Financial Officer and Principal Accounting Officer)

Christopher Kim

Chairman of the Board and Chief Medical Officer

April 15, 2025

Christopher Kim

/s/ Jakap Koo

April 15, 2025

/s/ Bennett Weintraub, PhD

April 15, 2025

Bennett Weintraub, PhD

/s/ Hankil Yoon

April 15, 2025

/s/ Carol O’Donnell

April 15, 2025

Carol O’Donnell

/s/ Elona Kogan

April 15, 2025

There were no changes in the Company’s unrecognized tax benefits during the years ended December 31,

2025 and 2024.

The Company did not recognize any interest or penalties during the 2025 fiscal year related to unrecognized tax benefits.

Note 14 COMMITMENTS AND CONTINGENCIES

License Agreement

On August 2, 2021, the Company entered into a

business agreement with Apimeds Korea.

Under the agreement, the Company received the right to continue any clinical trial and acquire

the permits and approval necessary from the U.S.

Food and Drug Administration.

The Company will pay Apimeds Korea a royalty of 5 % of the

earnings before interest and taxes, delivered from the sale or license of Apitox less any credits and charges, however, the royalty terms

shall not apply when shares of the Company are transferred or sold through merger, acquisition, or share transfer agreement to a third

On October 12, 2021, the Company entered into an exclusive patent license agreement with Apimeds Korea, a shareholder of the Company.

Under the agreement, the Company was granted 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 was $ 1 .

Legal Proceedings

From time to time, the Company may be involved in legal proceedings arising

in the ordinary course of business.

As of December 31, 2025, the Company was not a party to any legal proceedings that management believes

would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

Future Commitments

During the year ended December 31, 2025, the Company entered into an agreement

to accumulate a prepaid balance with its respective Clinical Research Organization, Prevail InfoWorks Inc, pertaining to future clinical

trial execution.

The total remaining obligation associated with this agreement is $ 1,065,405 as of December 31, 2025.

During the year ended December 31, 2025 the

Company entered into an agreement with Piramal Pharma Solutions, Inc.

to manufacture clinical trial material for its lead

Biopharmaceutical asset, Apitox.

The Company holds customary employment agreements

with its key executives.

These employment agreements provide for compensation in the form of salary, employee benefits, stock compensation,

discretionary bonuses.

The contract in place for the President of Lokahi Therapeutics (“The BioBusiness”) includes a severance

package equivalent to twenty four (24) months of salary and benefits, or $ 1,000,000 .

These employment agreements have been assigned to

the BioBusiness, Lokahi Therapeutics.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors

and officers.

Under these agreements, the Company may be required to indemnify its directors and officers against certain liabilities

that may arise by reason of their status or service.

The Company has not incurred material costs related to these indemnification provisions

and has not accrued any liabilities related to such obligations as of December 31, 2025.

Note 14 SUBSEQUENT EVENTS

The Company has evaluated subsequent events the date on which the consolidated

financial statements were available to be issued.

● Pursuant to the securities purchase agreement outlined in note 6, the company

expects to continue funding operations through the execution of additional convertible notes in accordance with the maximum aggregate

principal to fund operations of the parent, and its respective subsidiaries.

● On March 30, 2026, the BioBusiness issued a $ 1,000,000 secured

promissory note (“The 2026 Promissory Note”) to Keren Eliyahu Charitable Trust.

The 2026 Promissory Note bears a non-compounding

return (“The Repayment Amount”) equivalent to one hundred and ten percent ( 110 %) of the principal amount.

The 2026 Promissory

Note maintains a maturity date of May 15, 2026 , upon which, the Repayment Amount of $ 1,100,000 shall be due.

As collateral within the

agreement, the BioBusiness has pledged it’s Certificate of Deposit (“The CD”) having a value equal to or greater than

$ 1,700,000 towards payment of the aggregate principle and interest on the 2026 Promissory Note.

● On February 5, 2026, MindWave

issued a $ 750,000 intercompany note (“The Interco Note”) to the BioBusiness.

The Interco Note bears zero percent interest

in the event that the principal amount of $ 750,000 is paid in full to the BioBusiness no longer than 10 days following the preferred

share conversion (see note 4).

Upon a failure to repay the Interco Note principal amount in full within the time window provided, the

note will then bear an eight percent ( 8 %) interest rate per annum.

● On April 24, 2026, the Company and its respective subsidiaries

entered into a Settlement Agreement which resolves all outstanding disputes among related parties.

Pursuant to the Settlement Agreement,

the Company plans to issue 2,515,194 shares of common stock to investment banking advisory partners.

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-K

Item 9A. Controls and Procedures