APUS 8-K
Apimeds Pharmaceuticals US, Inc. (APUS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On May 16, 2025, Apimeds Pharmaceuticals US, Inc. (the “Company”) amended the terms of three outstanding promissory notes as further described below.
On May 20, 2024, the Company issued to Inscobee Inc. (“Inscobee”) a promissory note in the principal amount of $100,000 (the “May 2024 Note”). On August 19, 2024, the Company issued to Inscobee a promissory note in the principal amount of $150,000 (the “August 2024 Note”). On March 31, 2025, the Company issued to Apimeds Inc. (“Apimeds Korea”) a promissory note in the principal amount of $250,000 (the “March 2025 Note, and together with the May 2024 Note and the August 2024 Note, the “Notes” and, each a “Note”).
The Notes bear interest at a rate equal to 5% per annum. The May 2024 Note and August 2024 Note became 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) May 19, 2025. The March 2024 Note became due and payable upon the earlier of (a) December 31, 2026, or (b) consummation of an offering of the Company’s common stock resulting in the listing for trading of the Common Stock on the NYSE American, or other national securities exchange. Payment under each Note was due within five days of maturity.
The Company entered into an amendment to each Note (each an “Amendment” and, collectively, the “Amendments”), with Inscobee and Apimeds Korea, respectively. Each Amendment modified the term of each Note by extending the maturity date under each Note to May 19, 2026.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Amendment to Promissory Note | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apimeds Pharmaceuticals US, Inc. | ||
| Date: May 20, 2025 | By: | /s/ Erik Emerson |
| Name: | Erik Emerson | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
AMENDMENT TO THE PROMISSORY NOTE
THIS AMENDMENT (this “Amendment”) to the Promissory Note, dated as of (the “Note”), by and between Apimeds Pharmaceuticals US, Inc. a Delaware corporation (the “Company”) and (the “Holder”), is made and entered into as of May 16, 2025. All capitalized terms not specifically defined in this Amendment shall have the meanings ascribed to them in the Note.
1. Amendment to Loan Term. The “Loan Term” section of the Note is hereby amended and restated in its entirety to read as follows:
“The entire outstanding principal balance of and all accrued and unpaid interest thereon shall be due on May 19, 2026 (the “Maturity Date”). A single payment for the entire outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.”
2. Effect of Amendment. Except to the extent amended hereby, the terms and provisions of the Original Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.
| APIMEDS PHARMACEUTICALS US, INC. | ||
| By: | ||
| Erik Emerson | ||
| Its: | Chief Executive Officer | |
| [HOLDER] | ||
| By: | ||
| Jakap Koo | ||
| Its: | President & CEO | |