Form 4: 3,000 APUS options at $1.92; vest over three years

Rhea-AI Filing Summary

Apimeds Pharmaceuticals US, Inc. (APUS) reported a director stock option grant on a Form 4. The award covers 3,000 stock options at an exercise price of $1.92, granted on October 15, 2025, and expiring on October 15, 2035. Vesting occurs quarterly beginning October 1, 2025 and completes after three years, contingent on continued service. The option is not exercisable until stockholders approve an amendment to increase shares under the incentive plan; it vests in full upon a Change in Control.

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)	3,000	$0.00	$0.00

Holdings After Transaction: Stock Option (right to buy) — 3,000 shares (Direct)

Footnotes (1)

1. F1. 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 service to the issuer continuing through and on each vesting date. This option is not exercisable until stockholder approval is obtained to approve an amendment to the issuer'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 upon the occurrence of a Change in Control, as defined in the Plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/21/2025 - 08:25 AM Learn about SEC filing dates

FAQ

What did APUS disclose on this Form 4?

A director received 3,000 stock options at an exercise price of $1.92, granted on 10/15/2025.

What is the vesting schedule for the APUS options?

They vest quarterly beginning October 1, 2025 and become fully vested after three years, subject to continued service.

When do these APUS options expire?

The options expire on 10/15/2035.

Are the APUS options currently exercisable?

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

Is there acceleration on a Change in Control for APUS?

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

What ownership form is reported for these options?

The Form 4 lists Direct (D) ownership with 3,000 derivative securities beneficially owned following the transaction.

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)
10/15/2025

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)	$1.92	10/15/2025		A		3,000		(1)	10/15/2035	Common Stock, par value $0.01 per share	3,000	$0	3,000	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 service to the issuer continuing through and on each vesting date. This option is not exercisable until stockholder approval is obtained to approve an amendment to the issuer'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 upon the occurrence of a Change in Control, as defined in the Plan.

	/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	10/21/2025
	** 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.