Late 2025 10-K puts Apimeds (NYSE: APUS) at NYSE listing risk

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Apimeds Pharmaceuticals US, Inc. reports a delay in filing its Annual Report on Form 10-K for the year ended December 31, 2025. The company previously filed a Form 12b-25 but now expects it will not meet the additional fifteen-day extension period because its financial statements and audit are still being completed.

Apimeds expects to receive a notice from NYSE American that it is not in compliance with continued listing requirements due to the late 10-K. The company anticipates being given time to submit a plan to regain compliance and is working to finalize the 10-K, targeting a filing date by April 30, 2026, though it cautions there is no assurance this deadline will be met.

Positive

None.

Negative

Delayed Form 10-K beyond Form 12b-25 extension, due to ongoing financial statement preparation and audit completion for the year ended December 31, 2025.
Expected NYSE American noncompliance notice related to failure to timely file the Form 10-K, introducing listing-status risk until compliance is regained.

Insights

Late 10-K and likely NYSE noncompliance create near-term listing risk.

Apimeds Pharmaceuticals US, Inc. indicates it cannot file its 2025 Form 10-K within the normal or extended Form 12b-25 deadline because its financial statements and the external audit are still being finalized.

This delay means the company expects a notice from NYSE American that it is out of compliance with continued listing requirements tied to timely SEC reports. Such notices typically allow time to submit a remediation plan, which Apimeds notes it expects to do.

The company is working to complete the Form 10-K and aims to file it by April 30, 2026, while explicitly stating there is no assurance it will meet that date. Subsequent disclosures will clarify whether the filing occurs by that target and how NYSE American responds to any compliance plan.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Fiscal year end: December 31, 2025 Form 12b-25 filing date: March 31, 2026 Extension period: 15 calendar days +1 more

4 metrics

Fiscal year end December 31, 2025 Form 10-K reporting period

Form 12b-25 filing date March 31, 2026 Notification of Late Filing for 2025 Form 10-K

Extension period 15 calendar days Additional time allowed under Rule 12b-25

Target 10-K filing date April 30, 2026 Company’s expected date to file delayed Form 10-K

Key Terms

Notification of Late Filing on Form 12b-25, Annual Report on Form 10-K, independent registered public accounting firm, continued listing requirements, +1 more

5 terms

Notification of Late Filing on Form 12b-25 regulatory

"On March 31, 2026, Apimeds ... filed a Notification of Late Filing on Form 12b-25"

Annual Report on Form 10-K regulatory

"with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

independent registered public accounting firm financial

"additional time for its independent registered public accounting firm to complete its audit"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

continued listing requirements regulatory

"not in compliance with the applicable continued listing requirements due to its failure to timely file the Form 10-K"

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

NYSE American market

"expects to receive a notice from NYSE American indicating that the Company is not in compliance"

NYSE American is a stock exchange where companies can list their shares to be bought and sold by investors. It functions like a marketplace, helping businesses raise money and providing investors with opportunities to buy ownership in these companies. Its role is important because it facilitates the trading of smaller or emerging companies, offering investors access to a broader range of investment options.

Understanding 8-K Material Events →

04/16/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 15, 2026

Apimeds Pharmaceuticals US, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42545		85-1099700
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

100 Matawan Rd, Suite 325

Matawan, New Jersey

07747

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (848) 201-5010

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		APUS		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 31, 2026, Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “Company”) filed a Notification of Late Filing on Form 12b-25 (the “Form 12b-25”), with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). In the Form 12b-25, the Company disclosed that it would be unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense due to the ongoing preparation of its financial statements and the need for additional time for its independent registered public accounting firm to complete its audit.

The Company currently expects that it will not be able to file the Form 10-K within the fifteen calendar day extension period provided under Rule 12b-25.

The delay is primarily attributable to (i) the continued preparation and finalization of the Company’s financial statements for the fourth quarter and fiscal year ended December 31, 2025, and (ii) the additional time required for the Company’s independent registered public accounting firm to complete its audit procedures.

As a result of the foregoing, the Company expects to receive a notice from NYSE American indicating that the Company is not in compliance with the applicable continued listing requirements due to its failure to timely file the Form 10-K. The Company expects that such notice will provide a period within which the Company may submit a plan to regain compliance and/or otherwise regain compliance with the applicable listing standards.

The Company is working diligently to complete the Form 10-K and expects to file the Form 10-K by April 30, 2026. While the Company is making substantial progress toward completion, there can be no assurance that the Form 10-K will be filed by such date.

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: April 16, 2026	By:	/s/ Erick Frim
	Name:	Erick Frim
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why is Apimeds Pharmaceuticals US, Inc. (APUS) delaying its 2025 Form 10-K filing?

Apimeds is delaying its 2025 Form 10-K because its financial statements for the fourth quarter and full year and the audit by its independent registered public accounting firm are still being completed, requiring more time than allowed under the normal and extended Form 12b-25 deadline.

Did Apimeds Pharmaceuticals US, Inc. (APUS) file a Form 12b-25 for its 2025 10-K?

Yes. On March 31, 2026, Apimeds filed a Notification of Late Filing on Form 12b-25 for its 2025 Form 10-K, stating it could not meet the original deadline without unreasonable effort or expense while financial statements and the audit were still in preparation.

What are the NYSE American listing implications for Apimeds (APUS) from the late 10-K?

Apimeds expects to receive a notice from NYSE American that it is not in compliance with continued listing requirements because it did not timely file its Form 10-K. The company expects the notice will allow a period to submit a plan to regain compliance.

When does Apimeds Pharmaceuticals US, Inc. (APUS) expect to file its delayed 2025 Form 10-K?

Apimeds states it is working diligently to complete the 2025 Form 10-K and currently expects to file by April 30, 2026. However, the company cautions there can be no assurance that the Form 10-K will actually be filed by that date.

What are the main reasons Apimeds (APUS) cites for not meeting the Form 12b-25 extension?

The company cites two primary reasons for missing the Form 12b-25 extension: continued preparation and finalization of financial statements for the fourth quarter and year ended December 31, 2025, and extra time needed for its independent registered public accounting firm to finish audit procedures.

Filing Exhibits & Attachments

3 documents