APUS insider amends Form 4 to correct direct and indirect holdings

Rhea-AI Filing Summary

Apimeds Pharmaceuticals US, Inc. (APUS) filed an amended Form 4 to correct how an insider’s holdings are reported. The filing shows that 4,316,618 shares of common stock are held indirectly through Apimeds Inc. (“Apimeds Korea”), a wholly owned subsidiary of the reporting person.

The amendment explains that earlier filings incorrectly showed a Convertible Promissory Note of $184,833 and the related common shares as indirectly owned through Apimeds Korea. As of May 12, 2025, the reporting person had direct beneficial ownership of 2,099,747 common shares and indirect beneficial ownership of 4,316,618 common shares held by Apimeds Korea. The insider also disclaims beneficial ownership of the subsidiary-held shares for certain legal purposes.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Inscobee Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.0001 per share — 4,316,618 shares (Indirect, By Apimeds Inc.)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Inscobee Inc.

(Last) (First) (Middle)

ROOM 613, DIGITAL-RO 130, 6F

GEUMCHEON-GU

(Street)

SEOUL M5 08580

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Apimeds Pharmaceuticals US, Inc. [ APUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share								4,316,618	I(1)	By Apimeds Inc.(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of common stock are owned directly by Apimeds Inc. ("Apimeds Korea"), which is a wholly owned subsidiary of the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

On May 14, 2025, the reporting person filed a Form 4 (the "Form 4"), which incorrectly reported that the reporting person had indirect beneficial ownership of a Convertible Promissory Note in the amount of $184,833 (the "Note") and the shares of common stock underlying such Note (the "Shares"), through Apimeds Korea. On June 11, 2025, the reporting person filed an amendment to the Form 4 (the "Original Amendment"), to report that the reporting person directly owned the Note and the Shares. The Original Amendment did not update the holdings of Apimeds Korea to reflect that the Note and the Shares were directly owned by the reporting person. This amendment is being filed solely to correct Apimeds Korea's reported holdings. For the avoidance of doubt, as of May 12, 2025, the reporting person had direct beneficial ownership of 2,099,747 shares of common stock and indirect beneficial ownership of 4,316,618 shares of common stock held by Apimeds Korea.

	/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	11/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Apimeds Pharmaceuticals (APUS) Form 4/A filing report?

The Form 4/A reports updated insider beneficial ownership for Apimeds Pharmaceuticals US, Inc. (APUS), clarifying how many shares are held directly and indirectly through a subsidiary.

How many APUS shares are indirectly held through Apimeds Korea?

The filing states that 4,316,618 shares of APUS common stock are indirectly owned through Apimeds Inc. (“Apimeds Korea”), a wholly owned subsidiary of the reporting person.

How many APUS shares does the reporting person own directly?

As of May 12, 2025, the reporting person had direct beneficial ownership of 2,099,747 shares of APUS common stock.

What error is being corrected in this Apimeds (APUS) Form 4/A?

Earlier filings incorrectly reported that a $184,833 Convertible Promissory Note and its underlying common shares were indirectly owned through Apimeds Korea. The amendment clarifies that the reporting person directly owns the Note and those shares.

Does the insider claim full beneficial ownership of the APUS shares held by the subsidiary?

No. The filing states that the reporting person disclaims beneficial ownership of the APUS securities held by Apimeds Korea for Section 16 and other legal purposes.

Why was another amendment needed on June 11, 2025 for APUS?

A prior amendment filed on June 11, 2025 updated ownership of the Note and related shares as directly owned but did not update Apimeds Korea’s holdings. This Form 4/A is filed solely to correct that point.