Inscobee Inc.'s Form 4/A amendment
AmendedApimeds Pharmaceuticals US, Inc. (APUS) · filed Jun 11, 2025
- Accession no.
- 0001474506-25-000109
- Filed
- Jun 11, 2025, 4:36 PM ET
- Trade date
- May 12, 2025
- Filing delay
- 30 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- May 14, 2025
This filing lists 2 non-derivative transactions and 2 derivative transactions. It carries over 3 transactions from the original filing that it did not restate. Open-market purchases total $2.00M. It was filed 30 days after the trade.
This amendment restates part of 0001474506-25-000089 (filed May 14, 2025). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Inscobee Inc.CIK 0002057997 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 12, 2025 | Common Stock, par value $0.01 per share | CConversionAcquired | +71,090 | $2.60 | +$184,834 | 2,055,706 | Direct | |
| May 12, 2025 | Common Stock, par value $0.01 per share | CConversionAcquired | +44,041 | $2.60 | +$114,506.6 | 2,099,747 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 12, 2025 | Common Stock, par value $0.01 per share | CConversionAcquired | +71,090 | $0.00 | – | 0 | Direct | |
| May 12, 2025 | Common Stock, par value $0.01 per share | CConversionAcquired | +44,041 | $0.00 | – | 0 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001474506-25-000089 (filed May 14, 2025).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 12, 2025 | Common Stock, par value $0.01 per share | PPurchaseAcquired | +500,000 | $4.00 | +$2,000,000 | 1,984,616 | Direct | |
| May 12, 2025 | Common Stock, par value $0.01 per share | CConversionAcquired | +182,002 | $2.60 | +$473,205.2 | 4,316,618 | Indirect |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 12, 2025 | Common Stock, par value $0.01 per share | CConversionDisposed | −182,022 | $0.00 | – | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
- F2
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.
- F3
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.
Remarks
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.