Apimeds Pharmaceuticals US, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On May 11, 2026, the Company issued 251,520 shares of common stock (as adjusted for the reverse stock split) to its financial advisor pursuant to an advisory agreement approved by the board of directors on February 2, 2026. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. As of June 30, 2026, an additional 204,284 shares remained committed but unissued under that agreement. There were no other unregistered sales of equity securities during the period, and there were no issuer purchases of equity securities. Item 3. Defaults Upon Senior Securities The holder of the Company’s senior secured convertible note agreed to forbear from exercising remedies through June 30, 2026. The forbearance period expired on June 30, 2026, and the Company is in discussions with the holder regarding an extension or restructuring. Notes payable with an aggregate principal amount of $5,000,000 matured on July 1, 2026 following an extension and remained outstanding as of the date of this report. See Note 6 and Note 12 to the condensed consolidated financial statements. That forbearance followed a notice of default delivered by the holder under the financing documents, and the forbearance agreement was entered into on April 30, 2026. Item 4. Mine Safety Disclosures Not applicable.