Apimeds (APUS) options: 10,000 at $2.67, CIC acceleration

Rhea-AI Filing Summary

Apimeds Pharmaceuticals US, Inc. (APUS) reported a routine insider equity grant. A director received a stock option covering 10,000 shares on 11/11/2025 with an exercise price of $2.67 and an expiration date of 11/11/2035.

The option vests in quarterly installments beginning October 1, 2025, becoming fully vested after three years. It is not exercisable until stockholder approval is obtained for an amendment to the company’s incentive plan to increase shares available under the plan. The award vests in full upon a Change in Control as defined in the plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider O'DONNELL CAROL A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	10,000	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 10,000 shares (Direct)

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'DONNELL CAROL A

(Last) (First) (Middle)

C/O APIMEDS PHARMACEUTICALS US, INC.

100 MATAWAN ROAD, SUITE 325

(Street)

MATAWAN NJ 07747

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025

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

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

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
Stock Option (right to buy)	$2.67	11/11/2025		A		10,000		(1)	11/11/2035	Common Stock, par value $0.01 per share	10,000	$0	10,000	D

Explanation of Responses:

1. The shares of common stock subject to the option shall vest in quarterly installments beginning October 1, 2025, such that the award shall be fully vested after three years subject to the reporting person's employment continuing through and on each vesting date. This option is not exercisable until stockholder approval is obtained to approve an amendment to the Company's incentive plan (the "Plan") to increase the number of shares of common stock available for issuance under the Plan. The shares of common stock subject to the option shall vest in full vest upon the occurrence of a Change in Control, as defined in the Plan.

	/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	11/13/2025
	** 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 insider transaction did APUS disclose on Form 4?

A director received a stock option for 10,000 shares granted on 11/11/2025.

What is the exercise price of the APUS option grant?

The exercise price is $2.67 per share.

When do the APUS options vest?

They vest in quarterly installments beginning October 1, 2025, and are fully vested after three years.

Are the APUS options currently exercisable?

No. They are not exercisable until stockholders approve an amendment to the incentive plan to increase available shares.

When do the APUS options expire?

The options expire on 11/11/2035.

Is there accelerated vesting for the APUS options?

Yes. The options vest in full upon a Change in Control as defined in the plan.

What is the reporting person’s relationship to APUS?

The reporting person is a Director of the company.