0001474506-25-000109.txt : 20250611 0001474506-25-000109.hdr.sgml : 20250611 20250611163632 ACCESSION NUMBER: 0001474506-25-000109 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250512 FILED AS OF DATE: 20250611 DATE AS OF CHANGE: 20250611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Inscobee Inc. CENTRAL INDEX KEY: 0002057997 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42545 FILM NUMBER: 251040542 BUSINESS ADDRESS: STREET 1: ROOM 613, DIGITAL-RO 130, 6F STREET 2: GEUMCHEON-GU CITY: SEOUL STATE: M5 ZIP: 08580 BUSINESS PHONE: 82-70-7600-7007 MAIL ADDRESS: STREET 1: ROOM 613, DIGITAL-RO 130, 6F STREET 2: GEUMCHEON-GU CITY: SEOUL STATE: M5 ZIP: 08580 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apimeds Pharmaceuticals US, Inc. CENTRAL INDEX KEY: 0001894525 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 851099700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 EAST BROAD STREET STREET 2: 2ND FLOOR CITY: HOPEWELL STATE: NJ ZIP: 08525 BUSINESS PHONE: 848-201-5010 MAIL ADDRESS: STREET 1: 2 EAST BROAD STREET STREET 2: 2ND FLOOR CITY: HOPEWELL STATE: NJ ZIP: 08525 4/A 1 primary_doc.xml PRIMARY DOCUMENT X0508 4/A 2025-05-12 2025-05-14 0 0001894525 Apimeds Pharmaceuticals US, Inc. APUS 0002057997 Inscobee Inc. ROOM 613, DIGITAL-RO 130, 6F GEUMCHEON-GU SEOUL M5 08580 KOREA, REPUBLIC OF 0 0 1 0 0 Common Stock, par value $0.01 per share 2025-05-12 4 C 0 71090 2.6 A 2055706 D Common Stock, par value $0.01 per share 2025-05-12 4 C 0 44041 2.6 A 2099747 D Convertible Promissory Note 2.6 2025-05-12 4 C 0 184833 0 A Common Stock, par value $0.01 per share 71090 0 D Convertible Promissory Note 2.6 2025-05-12 4 C 0 114507 0 A Common Stock, par value $0.01 per share 44041 0 D On March 21, 2022, Apimeds Pharmaceuticals US, Inc. (the "Issuer") issued to Inscobee Inc. ("Inscobee") a convertible promissory note in the principal amount of $160,000 (as amended, the "March 2022 Note"). All outstanding principal and accrued and unpaid interest owed under the March 2022 Note is due and payable on the earlier of (i) December 31, 2026, or (ii) the consummation of an offering of the Issuer's common stock resulting in the listing of the Issuer's common stock on the NYSE American, or other national securities exchange (a "Qualified Offering"). The March 2022 Note bears interest at an annual rate of 5%. The March 2022 Note is convertible into shares of common stock at a conversion price of $2.60 per share (the "Conversion Price"). The amount reported in Column 3 of Table II represents the original principal amount of $160,000, plus $24,833 of accrued and unpaid interest. On May 12, 2025, the Issuer completed a Qualified Financing and all outstanding principal and accrued and unpaid interest owed under the note converted into common stock at the Conversion Price. On June 3, 2022, the Issuer issued to Inscobee a convertible promissory note in the principal amount of $100,000 (as amended, the "June 2022 Note"). All outstanding principal and accrued and unpaid interest owed under the June 2022 Note is due and payable on the earlier of (i) December 31, 2026, or (ii) the consummation of a Qualified Offering. The June 2022 Note bears interest at an annual rate of 5%. The June 2022 Note is convertible into shares of common stock at the Conversion Price. The amount reported in Column 3 of Table II represents the original principal amount of $100,000, plus $14,507 of accrued and unpaid interest. On May 14, 2025, the reporting person filed a Form 4, which incorrectly reported that the reporting person had indirect beneficial ownership of the 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. In fact, as reported in this amendment, the reporting person directly owned the Note and the Shares. /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 2025-06-11