Apimeds Pharmaceuticals US prices $13.5 million IPO at $4.00 a share

The terms and the bank

Apimeds Pharmaceuticals US, Inc. priced its initial public offering of 3,375,000 shares of common stock at $4.00 a share, according to a press release dated May 8, 2025. Gross proceeds are $13,500,000 before expenses. Underwriting discounts and commissions are $945,000, which leaves $12,555,000 before expenses. The company estimates net proceeds of approximately $11.8 million, or approximately $13.7 million if the underwriters exercise their over-allotment option in full.

D. Boral Capital LLC is the sole book-running manager, according to the press release. The prospectus also grants the underwriters a 45-day option on 506,250 more shares, a non-accountable expense allowance of 1.0% of the offering price, and warrants for 168,750 shares. Shares were expected to begin trading on the NYSE American on May 9, 2025, with closing on May 12, 2025.

The company says it will use the proceeds to fund a Phase III trial in knee osteoarthritis, to start at least one non-registered company-sponsored study in multiple sclerosis, to pay manufacturing costs and to repay current debt liabilities, with the remainder going to working capital.

Inscobee Inc., a South Korean company listed as KRX: 006490, holds about 70.29% of the common stock, directly and through its subsidiary Apimeds Inc. After the offering it will hold 54.41%, which gives it a majority of the votes. The company will be a "controlled company" under NYSE American rules, though it says it does not intend to rely on that exemption.

Apitox and the earlier trial

Apimeds is developing Apitox, a bee venom-based injection, for knee osteoarthritis. In South Korea, Apimeds Inc. (Apimeds Korea) sells the product as Apitoxin. The company holds a sublicensable, royalty-bearing license to Apimeds Korea's clinical data under an August 2, 2021 agreement. The prospectus says Apitoxin was approved in South Korea to treat pain and mobility in patients with osteoarthritis. The annual report for 2024, filed April 15, 2025, says Apitoxin has not yet been approved by the FDA for any indication.

The first Phase III osteoarthritis trial, with 330 patients, was completed in 2018. The prospectus says it showed a therapeutic effect against placebo but "did not demonstrate a significant treatment effect", because the study population was too small and the handling of missing data was inadequate. The company says it will run a second Phase III trial to meet FDA standards, using advanced knee osteoarthritis patients.

The company has decided not to pursue a Phase III trial in multiple sclerosis at this time, and will instead pursue non-registered sponsored studies there.

Losses, cash and the auditor's warning

For 2024 the net loss was $1,389,990, against $777,694 for 2023. The company says it has incurred significant net losses since inception and expects substantial losses to continue for the foreseeable future. At December 31, 2024, cash was $3,455 and total assets were $13,057. Total liabilities were $1,371,178, including a $250,000 note payable to a related party, and the stockholders' deficit was $1,358,121. On a pro forma as adjusted basis after the offering, cash would be $11,840,234.

The auditor's reports on the 2024 and 2023 financial statements include a going-concern paragraph, which the prospectus says could force the company to delay development or liquidate. The prospectus also says the company has identified material weaknesses in its internal control over financial reporting.

The prospectus says the company holds no debt because its convertible notes have converted to equity. Yet its balance sheet at December 31, 2024 lists the $250,000 related-party note, and its use of proceeds includes repaying current debt liabilities.

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